UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172020
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 001-36353
prgo-20201231_g1.jpg
Perrigo Company plc
(Exact name of registrant as specified in its charter)
IrelandN/A
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland-
The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74
+353 1 7094000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: +353 1 7094000
Securities registered pursuant to Section 12(b) of the Act:

Ordinary shares, €0.001 par valueNew York Stock Exchange
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, €0.001 par valuePRGONew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YESYes[ ]NONo[X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.YESYes[ ]NONo[X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YESYes[X]NONo[ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YESYes[X]NONo[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company
Emerging growth company
Large accelerated filer[X]Accelerated filer[ ]Non-accelerated filer[ ]Smaller reporting company[ ]
Emerging growth company[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YESYes[ ]NONo[X]
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of our ordinary shares on June 30, 201726, 2020 as reported on the New York Stock Exchange, was $10,768,787,616.$7,360,836,659. Ordinary shares held by each director or executive officer have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 23, 2018,26, 2021, the registrant had 140,833,598133,096,158 outstanding ordinary shares.
Documents incorporated by reference:
The information called for by Part III will be incorporated by reference from the Registrant's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed pursuant to Regulation 14A or will be included in an amendment to this Form 10-K.








PERRIGO COMPANY PLC
FORM 10-K
YEAR ENDED DECEMBER 31, 20172020
TABLE OF CONTENTS


Page No.  
Part I.
Item 1.
Page No.  
Part I.
Item 1.1A.
Item 1A.1B.
Item 1B.
Item 2.
Item 3.
Item 4.
Additional Item.
Part II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV.
Item 15.









CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


Certain statements in this report are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this report, including certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are 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,” "forecast," “predict,” “potential” or the negative of those terms or other comparable terminology.


We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe 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 our control, including: the effect of the novel coronavirus (COVID-19) pandemic and the associated economic downturn and supply chain impacts on the Company's business, 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 we do; pricing pressures from customers and consumers; resolution of uncertain tax positions, including the Company's appeal of the Notice of Assessment ("NoA") issued by the Irish Office of the Revenue Commissioners (“Irish Revenue”) and the Notices of Proposed Adjustment ("NOPAs") issued by the U.S. Internal Revenue Service and the impact that an adverse result in any such proceeding could have on operating results, cash flows and liquidity; potential third-party claims and litigation, including litigation relating to our restatement of previously-filed financial information;alleged price-fixing in the generic pharmaceutical industry, alleged class action and individual securities law claims, and alleged product liability claims and litigation relating to uncertain tax positions, including the NoA and NOPAs; potential impacts of ongoing or future government investigations and regulatory initiatives; resolutionpotential costs and reputational impact of uncertain tax positions;product recalls and sales halts; the impact of U.S. tax reform legislation and healthcare policy; general economic conditions; fluctuations in currency exchange rates and interest rates; the consummation of the sale of the RX business, including the ability to achieve the expected benefits thereof, the risk that any required regulatory approvals will not be received or obtained or other closing conditions may not be satisfied within the expected time frame or at all and potential costs or liabilities incurred or retained in connection with the proposed transaction that may exceed the Company's estimates or adversely affect the Company's business or operations; the consummation and success of other announced acquisitions or dispositions, and the success of such transactions, and our ability to realize the desired benefits thereof; and our ability to execute and achieve the desired benefits of announced cost-reduction efforts, and strategic and other initiatives. In addition, we may be unableAn adverse result with respect to remediate oneour appeal of any material outstanding tax assessments or more previously identified material weaknesses in our internal control over financial reporting. Furthermore, we may incur additional tax liabilities in respectlitigation, could ultimately require the use of 2016corporate assets to pay such assessments, damages from third-party claims, and prior years related interest and/or be found to have breached certain provisionspenalties, and any such use of Irish company law in connection with our restatement of our previously filed financial statements, which may result in additional expenses and penalties.corporate assets would limit the assets available for other corporate purposes. These and other important factors, including those discussed in this report under “Risk Factors” and in any 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 report are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


TRADEMARKS, TRADE NAMES AND SERVICE MARKS


This report contains trademarks, trade names and service marks that are the property of Perrigo Company plc, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ®,™ and SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.

1
NOTE REGARDING FISCAL YEAR

Our fiscal year previously consisted of a 52- or 53-week year ending on or around June 30 of each year with each quarter ending on the Saturday closest to each calendar quarter end. Beginning on January 1, 2016, we changed our fiscal year to begin on January 1 and end on December 31 of each year. As a result of our change in year end, this report on Form 10-K discloses the results of our operations for the twelve-month periods from January 1, 2017 through December 31, 2017 and January 1, 2016 through December 31, 2016. The six months ended December 31, 2015 reflects our financial results from June 28, 2015 through December 31, 2015. The year ended June 27, 2015 reflects our financial results for the twelve-month period from June 29, 2014 to June 27, 2015.


We cut off our quarterly accounting periods on the Saturday closest to the end of the calendar quarter, with the fourth quarter ending on December 31 of each year.

Perrigo Company plc - Item 1
Business Overview



PART I.


ITEM 1.
ITEM 1.    BUSINESS


Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013. We became the successor registrant to Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo", the "Company", "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries.


WHO WE ARE


We are a leading global healthcare company, delivering valueOur vision is to our customers and consumersmake lives better by providingbringing Quality, Affordable HealthcareSelf-Care Products®. Founded in 1887 as a packager of home remedies, we have built a unique business model that is best described as the convergence of a fast-moving consumer goods company, a high-quality pharmaceutical manufacturing organization and a world-class supply chain network. We believe weconsumers trust everywhere they are one of the world's largest manufacturers of over-the-counter (“OTC”) healthcare products and suppliers of infant formulas for the store brand market.sold. We are a leading provider of branded OTC products throughout Europe,over-the-counter ("OTC") health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. We are also a leading producer of generic prescription pharmaceutical topical products such asincluding creams, lotions, gels and gels, as well as nasal sprays and injection ("extended topical") prescription drugs.sprays. We are headquartered in Ireland and sell our products primarily in North America and Europe as well as in other markets including Australia, Israelaround the world.

This vision is designed to support our global reach as we shift our focus to our consumer branded and China.


MAJOR DEVELOPMENTS IN OUR BUSINESS

Restructuring

On February 21, 2017,store brand portfolio and embrace the opportunities for growth we approved a workforce reduction plan as partsee ahead of us, while remaining loyal to our heritage. Our vision represents an evolution from healthcare to self-care, which takes advantage of a larger cost optimizationmassive global trend and opens up a large number of adjacent growth opportunities. We define self-care as not just treating disease or helping individuals feel better after taking a product, but also maintaining and enhancing their overall health and wellness. Consistent with our vision, in 2019 Perrigo’s management and board of directors launched a three-year strategy acrossto transform the Company into a consumer self-care leader. Significant progress has been made on our transformation journey towards achieving the major components of management’s transformation strategy, which was completed duringconsists of: reconfiguring the year. Our plan was to reduce our global workforce by approximately 750 employees, which included some actions already takenportfolio, delivering on base plans, creating repeatable platforms for growth, driving organizational effectiveness and 235 employees who had elected to participatecapabilities, funding growth sustainably, allocating capital, and delivering consistent and sustainable results in a voluntary early retirement program. This represented a reduction of approximately 14% of our global non-production workforce. The changes to our workforce varied by country, based on legal requirements and required consultationsline with works councils and other employee representatives, as appropriate. During the year ended December 31, 2017, we recognized $61.0 million of restructuring expenses (refer to Item 8. Note 18). In addition, during the year ended December 31, 2017, we executed a supply chain reorganization which continues to generate savings for both our North American and International segments.consumer-packaged goods peers.

Perrigo Company plc - Item 1
Business Overview



Segments


Our reporting and operating segments are as follows:


Consumer HealthcareSelf-Care Americas ("CHCA" ("CSCA"), comprises our consumer self-care business (OTC, infant formula, and oral self-care categories, our divested animal health category, and contract manufacturing) in the U.S., Mexico and Canada consumer healthcare business (OTC, contract, infant formula and animal health categories).
Canada.
Consumer HealthcareSelf-Care International("CHCI" ("CSCI"),comprises our branded consumer healthcareself-care business primarily branded in Europe and Australia, our consumer focused businessesstore brand business in the U.K., Australia,United Kingdom and Israel. This segment also includesparts of Europe and Asia, and our U.K.divested liquid licensed products business.
business in the United Kingdom.
Prescription Pharmaceuticals("RX" ("RX"),comprises our prescription pharmaceuticals business in the U.S. Prescription Pharmaceuticals business.
, which are predominantly generics, and our pharmaceuticals and diagnostic businesses in Israel.

We alsopreviously had two legacy operating segments, Specialty Sciences and Other, which contained our Tysabri® financial asset and Active Pharmaceuticals businessactive pharmaceutical ingredient ("API") businesses, respectively, both of which we divested (refer to Item 8. Note 2 and Note 6).have been divested. Following these divestitures, there were no substantial assets or operations left in either of these segments. Effective January 1, 2017, allAll expenses associated with our former Specialty Sciences segment were moved to unallocated expenses. Financial information related to our business segments and geographic locations can be found in Item 8. Note 1920. Our segments reflect the way in which our management makes operating decisions, allocates resources and manages the growth and profitability of the Company.


Omega Acquisition
2

Perrigo Company plc - Item 1

Business Overview

MAJOR DEVELOPMENTS IN OUR BUSINESS

Sale of Generic RX Pharmaceuticals Business

On March 30, 2015,1, 2021, we acquired Omega Pharma Invest N.V. ("Omega"), oneannounced a definitive agreement to sell our generic RX Pharmaceuticals business to Altaris Capital Partners, LLC for total consideration of $1.55 billion, including $1.5 billion in cash. As part of the largest OTC companiesconsideration, Altaris Capital Partners, LLC will also assume more than $50.0 million in Europe,potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. The transaction is subject to antitrust and other customary closing conditions and is expected to close by the end of the third quarter of 2021. The sale of the generic RX Pharmaceuticals business is an important step in our transformation plan and will establish Perrigo as a pure-play consumer self-care company. The generic RX Pharmaceuticals business will be classified as discontinued operations starting in the first quarter of 2021.

CEO Contract Extension

On March 1, 2021, CEO & President Murray S. Kessler signed a three-year contract extension until October 8, 2024 to complete the Company's self-care transformation. See Item 9B. Other Information for $3.0 billionadditional details.

Impact of COVID-19 Pandemic

We have been impacted by the coronavirus (COVID-19) global pandemic and the responses by government entities to combat the virus. We currently continue to operate in equityall our jurisdictions and cashare complying with the rules and assumed debt of $1.6 billion,guidelines prescribed in each jurisdiction. Refer to Item 7. Management's Discussion and Analysis - Executive overview for a totaldetailed discussion of the impact of the COVID-19 pandemic to our business.

Share Repurchases

During the year ended December 31, 2020, we repurchased $164.2 million worth of shares at an average purchase price of $4.6 billion. The Omega acquisition expanded$48.28 as part of our OTC leadership position into continental Europe, acceleratedauthorized share repurchase plan.

Director Appointments

During 2020, we took action to expand the expertise and knowledge base of our international expansion and geographic diversification through enhanced scaleboard of directors. On December 15, 2020, our board of directors appointed Orlando D. Ashford to serve as a director of the Company and a broader footprint,member of its Remuneration Committee. Also, effective July 29, 2020, our board of directors appointed Katherine C. Doyle to serve as a director of the Company and diversifieda member of its Audit Committee.    

North American Corporate Headquarters

On October 27, 2020, we announced that we will be establishing a new North American Corporate Headquarters in Grand Rapids, Michigan. We signed an agreement to lease space located in Michigan State University's Grand Rapids Innovation Park and expect the building to be ready for occupancy in mid-2022. This new location will help us support cross-functional collaboration and position us to routinely interact with a statewide education and research network within the Grand Rapids Medical Mile. This expansion is consistent with our net salestransformation strategy and cash flow streams.will advance our self-care vision.


The broader European platform established through the Omega acquisition, facilitated the acquisitionBond Issuance and Redemption

On June 19, 2020, our subsidiary Perrigo Finance Unlimited Company (“Perrigo Finance") issued $750.0 million in aggregate principal amount of a portfolio of well-established OTC brands sold primarily in Europe from GlaxoSmithKline Consumer Healthcare (“GSK”3.150% Senior Notes due 2030 (the "2020 Notes"), on August 28, 2015which are guaranteed by Perrigo, and Naturwohl Pharma, GmbH ("Naturwohl"), with its leading German dietary supplement brand, Yokebe®,on Septemberreceived net proceeds of $737.1 million after fees and market discount. On July 6, 2020, the net proceeds of the 2020 Notes were used to fund the redemption of Perrigo Finance's $280.4 million of 3.500% Senior Notes due March 15, 2015 (refer to Item 8. Note 2). Subsequently,2021 and $309.6 million of 3.500% Senior Notes due December 15, 2021. The balance will be used for general corporate purposes which may include the repayment or redemption of additional indebtedness. As a result of the early redemption of the Senior Notes due March 15, 2021 and Senior Notes due December 15, 2021, during the year ended December 31, 2016, we identified impairment indicators associated with certain intangible assets and goodwill, which required us to test these assets for impairment. As a result,2020, we recorded total impairmentsa loss of $2.0 billion (refer to Item 8. Note 3).

Elan Acquisition

On December 18, 2013, we acquired Elan$20.0 million in a cash and stock transaction totaling $9.5 billion. The acquisition led toLoss on extinguishment of debt on the creationConsolidated Statements of our then new corporate structure headquartered in Dublin, Ireland. We have utilized this structure to continue to grow in our core markets and further expand outsideOperations, consisting of the U.S. The acquisition also provided us withpremium on debt repayments, the Tysabri® financial asset.

In November 2016, we initiated a strategic reviewwrite-off of deferred financing fees, and the write-off of the Tysabri® financial asset.remaining bond discounts.

3

Perrigo Company plc - Item 1
Business Overview

Financial Asset and Royalty Pharma Contingent Milestone Payments

    During this review, we identified impairment indicators of the fair value of that royalty stream, which led to a goodwill impairment recorded during the year ended December 31, 2016 (refer to Item 8. Note 3 and Note 6 for additional information on the impairment and fair value adjustments, respectively). On March 27, 2017, we announceddivested the completed divestment of the Tysabri® financial asset to Royalty Pharma for up to $2.85 billion,consideration consisting of $2.2 billion in upfront cash and up to $250.0 million and $400.0 million in contingent milestone payments if the royalties earned ifon global net sales of Tysabri® meet received by Royalty Pharma met specific thresholds in 2018 and 2020, respectively. As a resultWe elected to account for the contingent milestone payments using the fair value option method, and these were recorded at an estimated fair value of this transaction, we transferred$134.5 million as of December 31, 2017. During the entire financial asset toyear ended December 31, 2018, royalties on global net sales of Tysabri® received by Royalty Pharma met the 2018 threshold resulting in an increase to the asset and recorded a $17.1gain of $170.1 million gain during the three months ended April 1, 2017 (refer to Item 8. Note 6 for additional informationrecognized in Change in financial assets on the Royalty Pharma contingent milestone payments).

Divestitures

In addition to the above mentioned Tysabri® financial asset disposal, as a resultConsolidated Statement of our continued efforts to implement certain initiatives, streamline our organization and review our portfolio,Operations. Also during the year ended December 31, 2017,2018, the fair value of the remaining Royalty Pharma contingent milestone payment related to 2020 increased by $18.6 million to $73.2 million. We received the $250.0 million milestone payment during the first quarter of 2019. During the year ended December 31, 2019, the fair value of the Royalty Pharma contingent milestone payment related to 2020 increased by $22.1 million to $95.3 million. During the year ended December 31, 2020, Royalty Pharma payments from Biogen for Tysabri® sales, as defined in the agreement between the parties, did not exceed the 2020 global net sales threshold of $351.0 million, therefore, we divestedare not entitled to receive the following (referremaining contingent milestone payment of $400.0 million. Accordingly, we wrote off the entire fair value of the remaining milestone payment related to 2020, resulting in a non-cash charge of $95.3 million during the year ended December 31, 2020.

Tax Updates

As described in Item 7. Management’s Discussion and Analysis – Recent Developments, Item 1A. Risk Factors - Tax Related Risks, and Item 8. Note 215):, we are engaged in tax disputes in several jurisdictions. The following update notes certain material developments in such disputes since December 31, 2019, and makes use of certain terms defined in Item 8. Note 15.

IRS Audit (2013-2015 Tax Years). On January 13, 2021, the IRS issued a 30-day letter proposing, among     other modifications, certain transfer pricing adjustments regarding our profits from the distribution of omeprazole during our 2013 to 2015 tax years in the aggregate amount of $141.6 million. We timely filed a protest on February 26, 2021, on the grounds that certain of the government’s positions are currently the subject of pending litigation in the Western District of Michigan with respect to refund requests relating to our 2009 through 2012 tax years. We believe that we should prevail on the merits on the issues being contested. However, we have reserved for taxes and interest payable on a 5.24% deemed royalty on omeprazole, which we have conceded, through the tax year ended December 31, 2018.

IRS NOPA (Interest Deductibility for 2014-2015 Tax Years). On January 13, 2021, we received a Revenue Agent Report (“RAR”) for our 2013-2015 tax years, which retains the adjustment from the previously disclosed Notice of Proposed Adjustment (“NOPA”) dated May 7, 2020, which disallowed interest expense deductions of $414.7 million on $7.5 billion in debts owed by Perrigo U.S. to Perrigo Company plc for the 2014 and 2015 tax years. We timely filed a protest to the RAR with the IRS. The RAR caps the interest rate on the debt for U.S federal income tax purposes at 130.0% of the Applicable Federal Rate on the stated grounds that the loans were not negotiated on an arm's-length basis. We strongly disagree with the IRS position and we will pursue all available administrative and judicial remedies necessary.

Irish Revenue NoA. On November 4, 2020 the Irish High Court ruled that the NoA did not violate our constitutional rights and legitimate expectations as a taxpayer. The Irish High Court did not review the technical merits of the NoA under Irish law. The Tax Appeals Commission will now consider whether the NoA is correct as a matter of Irish tax law, which is currently scheduled to be heard in November 2021. Elan Pharma will continue to vigorously pursue its appeals before the Tax Appeals Commission.

Israeli Notice of Assessment. On December 29, 2020, we received a Stage A assessment from the Israeli Tax Authority for the 2015-2017 tax years in the amount of $63.8 million relating to attribution of intangible income to Israel, income qualifying for a lower preferential rate of tax, exemption from capital gains tax, and deduction of certain settlement payments. We have been granted an extension of time until March 28, 2021 to file a protest to move the matter to Stage B of the assessment process. We strongly disagree with the assessment and will pursue all available administrative and judicial remedies necessary.

4

Perrigo Company plc - Item 1
Business Overview



IRS NOPA (Athena IPR&D Royalty Rate). In addition to pursuing other administrative and judicial remedies, on April 14, 2020, we filed a request for Competent Authority Assistance with the IRS to alleviate potential double taxation. The request was accepted and is under review.


Certain Abbreviated New Drug ApplicationsIRS Audit (Transfer Pricing Adjustments in 2009-2012 tax years). Our previously scheduled trial date of January 26, 2021 for our rebate claims has been continued to May 25, 2021.

Ranir Global Holdings, LLC Acquisition

    On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir Global Holdings, LLC ("ANDAs"Ranir") for $15.0, a privately-held company. After post-closing adjustments, the total cash consideration paid was $747.7 million, net of $11.5 million cash acquired. Ranir was headquartered in proceeds.Grand Rapids, Michigan, and is a leading global supplier of private label and branded oral self-care products. This transaction advanced our transformation to a consumer self-care company and enhanced our position as a global leader in consumer self-care solutions. Ranir operations are reported in our CSCA and CSCI segments (refer to Item 8. Note 3).
Our animal health pet treats plant fixed assets for $7.7 million in proceeds.
Our India API business for $22.2 million in proceeds.
Our Russian business for €12.7 million ($15.1 million) in proceeds.
Our Israel API business for $110.0 million in proceeds.


NEW PRODUCTS


We consider a product to be new if it (i) was (i) reformulated, (ii) involvedwas a product line extension due to changes in characteristics such as strength, flavor, or color, (iii) involvedhad a change in product status from "prescription only" ("Rx") to OTC, (iv) was a new genericstore brand or branded launch, (v) was provided in a new dosage form or (vi) was sold to a new geographic area with different regulatory authorities, in all cases, within 12 months prior to the end of the period for which net sales are being measured. During the year ended December 31, 2017,2020, new product sales were $209.7$303.8 million.


CONSUMER HEALTHCARESELF-CARE AMERICAS


Overview


The CHCACSCA segment is focused primarily on the sale of OTC store brandself-care products that help to grow our customers' overall self-care portfolio in categories including cough, cold, allergyupper respiratory, pain and sinus, analgesic, gastrointestinal, smoking cessation, infant formulasleep-aids, digestive health, nutrition, vitamins, minerals and food, animal health,supplements, healthy lifestyle, skincare and diagnostic productspersonal hygiene, and oral self-care in the U.S., Mexico, Canada, and Canada.South America. We are a leading provider of consumer healthcareself-care products sold to consumers via store brands and also sell consumer healthcare products under our own brands. Consumer awareness and knowledge of the quality, value and valueefficacy that our OTC, Nutrition and Oral self-care store brand and branded products represent continues to grow due to retailer efforts made by our retailers and wholesalers to promote their unique product offerings. We provide our customers self-care products under both their own label programs.brands and our brands, which are sold to consumers in store at shelf, store pickup and online. During the year ended December 31, 2017,2020, our CHCACSCA segment represented approximately 49%53% of consolidated net sales.


The CHCACSCA segment develops, manufactures, and markets store brand, self-care products that are comparable in quality and effectiveness to national brands. Store brand products must meet the same stringent U.S. Food and Drug Administration ("FDA") requirements as national brands within the U.S. and the requirements of comparable regulatory bodies outside the U.S. In most instances, our product packaging is designed to invite and reinforce comparison to national brand products, while communicating store brand value to consumers.


The cost of store brand and our branded products to retailers is significantly lower than that of comparable nationally advertised brand-namebrand name products. Generally, retailers’ dollar profit per unit of store brand product is greater than the dollar profit per unit of the comparable national brand product. The retailer, therefore, can price a store brand product below the competing national brand product and realize a greater profit margin. The consumer benefits by receiving a high qualityhigh-quality product at a price below the comparable national brand product. As a result, our business model results in consumers saving money on their healthcare spending.self-care needs.
    
We are dedicated to continuing to be the leader in developing and marketing new OTC store brand and branded products including infant formula, and have a research and development ("R&D") staff that we believe is one of the most experienced in the industry at developing products comparable in formulation and quality to national brand products. In order to offer consumers product features or benefits that national brand companies do not offer, we have implemented a product development strategy to differentiate store brand and our branded products from national brands. Our R&D team also responds to changes in existing national brand products by reformulating existing products. For example, in the OTC pharmaceutical market, certain new products are the result of changes in product status from Rx to OTC. Rx-to-OTC.
5

Perrigo Company plc - Item 1
CSCA

These “Rx-to-OTC switches” require FDA approval through a process initiated by the drug innovator. The drug innovator usually begins the process by filing a New Drug Application ("NDA"), which is often followed by a competitor filing an ANDA.Abbreviated New Drug Application ("ANDA"). Global regulatory agencies highly scrutinize any product application submitted to switch a product from physician prescribed Rx to OTC. New drugs are also marketed through the FDA's OTC monograph process, which allows for the production ofus to produce drugs that are generally recognized as safe and effective without pre-marketing approval.

The CHCA segment In the oral self-care category, we focus on creating products that are equivalent to the national brands, and also develops, manufactures, and distributes certain branded products when the strategy is synergisticpartner with our store brand business. Branded products include the Good Sense®, Sergeant's®, Sentry®, Zephrex D®, PetArmor®,customers to create exclusive brands and ScarAway® brand names.

Perrigo Company plc - Item 1
CHCA


We manufacture a significant portion of our CHCA segment's products at our plants in the U.S., Mexico, and Israel, and we source our remaining needs from third parties.differentiated products. We rely on both internal R&D and strategic product development agreements with outside sources to develop new products.

    The CSCA segment also develops, manufactures, and distributes certain branded products, which are consistent with the segment's self-care strategy. Branded products sold under brand names include Prevacid®24HR,Good Sense®, Zephrex D®, ScarAway®, Plackers®, Rembrandt®, Steripod®, Firefly®, REACH®, and Dr. Fresh® .

    We manufacture a significant portion of our CSCA segment's products at our plants located in the U.S., Mexico, China, and Israel, and we source the remaining materials and products from third parties. In addition, in order to maximize both our capacity and sales of proprietary formulas, we engage in contract manufacturing, which involves producing unique ANDAs and monographproducts through partnerships with major pharmaceutical and direct-to-consumer companies.


We believe the increasing age of the global population, continued rising healthcare costs, and consumers who proactively prevent or treat conditions will drive the need for the greaterenhanced value that our products provide to consumers, which creates strong dynamics for U.S. OTC market growth. Another level of growth includes share gains against store brand products provide consumers.competitors and store brand penetration gains versus national brands. In addition, we believe that new products, including new product innovation and products switching from Rx to OTCRx-to-OTC status (as described above) will continue to drive growth within the segment.


Recent Trends and Developments

In March and April of 2020, we experienced a surge in demand for many of our OTC and infant nutrition products, which we attributed to consumer reaction to the outbreak of COVID-19. In May and June of 2020, the initial surge slowed, and we experienced a decrease in demand for some of these products, which we attributed primarily to the de-load of consumer pantry stocking that occurred during the initial March and April surge. During the fourth quarter of 2020, net sales of cough and cold products decreased as a result of the decline in total cough cold illnesses, which we believe is attributed to social distancing and mask mandates put in place to combat COVID-19. With social distancing and mask mandates continuing, we currently anticipate that we will continue to experience lower demand for cough and cold products into the first half of 2021. Alternatively, it is possible that we could experience additional surges in demand if further concentrated waves of COVID-19 occur.

On January 11, 2021, we announced that we entered into a formal partnership with Michigan State University that will combine the university's clinical and research expertise with our product innovation, manufacturing scale and retail partnerships to form a new model for self-care innovation. We believe this partnership has the potential to yield customized transformative self-care solutions for consumers.

On June 17, 2020, we announced our entrance into the cannabidiol ("CBD") market through a strategic investment in and long-term supply agreement with Kazmira LLC ("Kazmira"), a leading supplier of hemp-based, CBD products free of tetrahydrocannabinol ("zero-THC"). In addition to the supply agreement, we acquired an approximate 20% equity stake in Kazmira for $50.0 million with $15.0 million paid at close of the transaction and the balance due within 18 months. Our minority equity investment initiates the first phase of the partnership in which we will collaborate to scale-up Kazmira’s facilities and laboratories, in accordance with current Good Manufacturing Practices and to produce zero-THC CBD from industrial hemp that meets our standards for reliability and consistency. In the second phase of the partnership, we will work to launch zero-THC, hemp-based CBD products in a number of global markets, while leveraging our supply agreement with Kazmira, which is exclusive for the U.S. store brand market (refer to Item 8. Note 8 and Note 11).

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On April 1, 2020, we received approval from the FDA to sell OTC diclofenac sodium topical gel 1%, the store brand equivalent to Voltaren® gel. On September 8, 2020, we launched this product to our retail partners under store brand labels, which provides consumers with a high-quality, value alternative for the temporary relief of arthritis pain.

On April 1, 2020, we acquired the oral care assets of High Ridge Brands ("Dr. Fresh") for total purchase consideration of $113.0 million, subject to customary post-closing adjustments, including a working capital settlement. After post-closing adjustments, as of December 31, 2020, total cash consideration paid was $106.2 million. This acquisition includes the children’s oral care value brand, Firefly®, in addition to the REACH® and Dr. Fresh® brands, and a licensing portfolio. The addition of these brands positions us as the number one fastest-growing value brand player in the children’s oral care category and the licensing portfolio will enable creative solutions for our customers (refer to Item 8. Note 3).

On January 3, 2020, we acquired Steripod®, a leading toothbrush accessory brand and innovator in the toothbrush protector market, from Bonfit America Inc. Total consideration paid was $26.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized $25.1 million as a brand-named intangible asset. The remainder of the purchase price was allocated to working capital. The acquisition, which includes a portfolio of antibacterial toothbrush protectors, kids’ toothbrush protectors and tongue cleaners, complements our current portfolio of oral self-care products, and leverages our manufacturing and marketing platform (refer to Item 8. Note 3).

Products


Our CHCACSCA segment offers products in the following categories:

Product CategoryDescription
AnalgesicsPain and sleep-aidsPainProducts comprised of pain relievers, and fever reducers and sleep-aids.
Cough/cold/allergy/sinusUpper respiratoryCough, cold,Products that relieve upper respiratory symptoms, including cough suppressants, expectorants, sinus and allergy and sinus productsrelief.
GastrointestinalDigestive healthAntacids,Products such as antacids, anti-diarrheal, and anti-heartburn productsthat relieve symptoms associated with digestive issues.
NutritionInfant nutritionalsInfant formulaformulas and food productsnutritional beverages.
SmokingHealthy lifestyleProducts that help consumers live a healthy lifestyle such as smoking cessation, diabetes care, and well-being products.
Skincare and personal hygieneGums, lozenges,Products for the face and body such as dermatological care, scar management, lice treatment, and other products designed to help users quit smokingfor various skin conditions.
Animal healthOral self-carePet healthProducts used for oral care, including toothbrushes, toothbrush replacement heads, floss, flossers, whitening products and wellness productstoothbrush covers.
OtherVitamins, minerals and supplements ("VMS")Feminine hygiene, diabetes care, dermatological care, diagnosticVitamins, minerals, and supplements.
OtherDiagnostic products scar management, and other miscellaneous healthcare productsself-care products.

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The chart below reflects net sales by product category in the CHCACSCA segment, which includes net sales from our OTC contract manufacturing business for the year ended December 31, 2017.2020.
    prgo-20201231_g2.jpg
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We launched a number ofseveral new CHCACSCA products in the year ended December 31, 2017,2020, most notably esomeprazole magnesium (storea store brand equivalent to Nexiuminfant formula launch at a major retailer, Prevacid®24HR capsules),Diclofenac sodium topical gel 1%, and smoking cessation products.Esomeprazole Mini. During the year ended December 31, 2017,2020, new product sales in the CHCACSCA segment were $68.7$72.0 million.


We, on our own or in conjunction with partners, received final FDA approval from U.S. health authorities for twothree new products within the CHCACSCA segment in the year ended December 31, 2017,2020, and as of December 31, 2017,2020, we had eightthree new product applications pending FDA approval.


Sales and Marketing

Our customers include major global, national, and regional retail drug, supermarket, and mass merchandise chains such as Walmart, Costco, CVS, Target, Walgreens Boots Alliance, Rite Aid, Kroger, Target, Dollar General, Sam’s Club, Costco, Petco, Petsmart, Aldi,Topco, e-commerce stores including Amazon, and major wholesalers, including McKesson, Amerisource Bergen, and Cardinal Health, and Amerisource Bergen.Health.


We seek to establish customer loyalty through superior customer service by providing a comprehensive assortment of high quality, value-pricedaffordable products; timely processing, shipment and delivery of orders; assistance in managing customer inventories; and support in managing and building the customer’s self-care market portfolio including their store brand business.business, trade and digital marketing activities. The CHCACSCA segment employs its own sales force to service larger customers and uses industry brokers for other retailers.customers. Field sales employees, with support from marketing and customer service team members, are assigned to specific customers in order to work most effectively with the customer. They assistThe commercial organization provides our customers by developingwith customized brandin-store and in-storedigital marketing programs for all products we supply in the customers' store brand products.self-care market portfolio.


The primary objective of this store brand management approach is to enable our customers, retailersretail, e-commerce, and wholesalers,wholesale customers to increase sales and market share of their ownoverall self-care portfolio. We partner with our retailers to provide customized store brand and branded products by communicating store brandthat provide quality and value to the consumerconsumers. We invite comparison of store brand and by inviting comparisonour branded products to national brand products. Our sales and marketing personnel assist customers in the development and introduction of new store brand and our branded products, and in the promotion of customers’ existing store brand and our branded products by providing market information;
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establishing individualized promotions and marketing programs, which may include floor displays, bonus sizes, coupons, rebates, store signs, and promotional packs; and performing consumer research. As e-commerce, an area that has experienced significant and accelerated growth during 2020, due in part to the COVID-19 pandemic, continues to grow as a consumer channel for our products, we see consumers seeking more of their self-care product needs online. We have developed resources, programs and tools to be a strategic marketing partner for our customers’ digital marketing efforts. This provides our customers with a holistic campaign to convert shoppers to store brand whether they shop in-store or online.


In contrast withto national brand manufacturers, which incur considerable advertising and marketing expenditures targeted directly to the end user or consumer, the CHCACSCA segment’s primary marketing efforts are channeled through retailers and wholesalers and reach the consumer through our customers’ in-store marketing programs and our digital media programs. Because the retail profit margin for store brand and our branded products is generally higher than for national brand products, retailers and wholesalers often commit funds for additional promotions.


Our animal health category, which has a greater emphasis on value-branded products, promotes product awareness through direct-to-consumer advertising, including television commercials, online advertising, in-store display vehicles, and social media.

In addition to in-store marketing programs, team members in our infant formulanutrition category marketsmarket products directly to consumers and healthcare professionals.


Competition


The markets for OTC pharmaceuticals and infant formulaour self-care products are highly competitive and differ for each product line and geographic region. Our primary competitors include manufacturers, such as Dr. Reddy's Labs, LNK International, Inc., PL Developments and Dr. Reddy's Labs,Aurobindo, and brand-name pharmaceutical and consumer product companies, such as Johnson & Johnson, Pfizer,Procter & Gamble, Reckitt Benckiser, Abbott Nutrition, Bayer AG, GSK, Nestle S.A. (Gerber), Abbott Nutrition,Sanofi, and Mead Johnson Nutrition Co.Philips. The competition is highly fragmented in termsvarious major categories of geographic market coverage and product categories,our CSCA business each have certain key competitors, such that a competitor generally does not compete across all product lines. However, some competitors do have larger sales volumes in certain of our categories. Additionally, national brand companies tend to have more resources committed to marketing their products and could in the future manufacture store brandsbrand versions of their products at lower prices than their national brand products. Competition is based on a variety of factors, including price, quality, assortment of products, customer service, marketing support, and approvals for new products (refer to Item 1A. Risk Factors - Operational Risks Related to Operations for additional information and risks associated with competition).
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CONSUMER HEALTHCARESELF-CARE INTERNATIONAL


Overview


The CHCICSCI segment is comprised of our consumer self-care business outside of North America, including our branded OTC sales primarilybusiness in Europe and Australia and our consumer focusedstore brand businesses in the U.K., Australia,United Kingdom and Israel.parts of Europe and Asia. This segment also included the divested United Kingdom liquid licensed products business, which was sold on June 19, 2020. The CHCICSCI segment develops, manufactures, markets, and distributes many well-known European OTCconsumer self-care brands in the cough, coldupper respiratory, pain and allergy,sleep-aids, digestive health, vitamins, minerals and supplements, healthy lifestyle, skincare and personal carehygiene, and derma-therapeutics, natural health and vitamins, and anti-parasiteoral self-care categories. In addition, theThe segment leverages its broad regulatory, sales, and distribution infrastructure to innovate new products and brands, in-license and expand product lines, and sell and distribute third-party brands and generic pharmaceutical products.brands. The CHCICSCI segment distributessells these products through an extensive network of customers including pharmacies, wholesalers, drug and grocery store retailers, and para-pharmacies in 28more than 30 countries, primarily in Europe. Many CHCICSCI products have market leading positions in the markets in which they compete. During the year ended December 31, 2017,2020, the CHCICSCI segment represented approximately 30%28% of consolidated net sales.


Through continued investment in R&D partnerships and new technologies, the CHCICSCI segment strives to offer high quality self-care products that meet consumers' needs. The combination of internalInternal R&D, in-sourcing,new product development, insourcing, acquisitions, and partnerships support the new product pipeline, both in terms of brand expansionextensions and product improvement.improvements. In the U.K., R&D focuses on oral liquid formulations for the branded Rx products for which liquid formulations are not available, as well as the development of both store brand products and products for the branded business. An additionalproducts. Additional R&D center residescenters are located in Sweden.France, Sweden, Austria, Belgium, China, the Netherlands, and Germany. In the rest of Europe, most R&D is performed by external partners with oversight byfrom our teams. The segment has sixseven plants dedicated to manufacturing certain of its products.


The CHCICSCI segment primarily focuses on building local and regional brands. In many markets outside of the U.S., a brand marketing strategy can be more effective than a store brand strategy due to the absence ofbrands sold through mass merchandisers, drug stores, individual and large scale pharmacy chains. Additionally, the absence of a centralized regulatory environment within Europe adds to the complexity of obtaining approvals for products in these markets.chain pharmacies, and e-commerce channels.

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While the CHCICSCI segment sells products from over 300200 brands, both onprimarily its own, and through third parties, it focuses itswe concentrate our resources on its "Focus brands"Brands", whichconsisting of approximately 20 key brands and sub-brands. These are selected on the basis of their current sales and growth potential in the OTCself-care market. Additional resources, including R&D investments, are allocated to these Focus Brands to strengthen their market position in high opportunity profit categories while leveraging the same R&D efforts under smaller local brands.

Recent Trends and Developments

Throughout the year, we experienced demand shifts for certain products, which we attributed to consumer dynamics related to the COVID-19 pandemic and the movement and social distancing restrictions put in place to combat spreading of the virus, such as travel bans and country lock-downs, as well as mask mandates. Demand for certain products in our pain and sleep-aids and vitamins, minerals and supplements ("VMS") categories increased, while demand for products in our upper respiratory, skincare and personal hygiene, and healthy lifestyle categories decreased. It is possible that demand in these categories may continue to decrease.

On October 30, 2020, we acquired three Eastern European OTC dermatological brands, skincare brands Emolium®, Iwostin® and hair loss treatment brand Loxon® from Sanofi for €53.3 million ($62.3 million). The acquisition has been accounted for as a business combination. The addition of these brands complements our already robust skincare portfolio and adds scale to build strong positionsour Eastern European business. The addition of these market-leading OTC brands serves as another step for our growth plans and provides new opportunities for self-care revenue synergy in the largest, most highly profitable categories in the OTC market, while maintaining leadership in smaller branded categories.European markets (refer to Item 8. Note 3).


Recent Developments

Management has developed aConsistent with our strategy to: (1) implement a brand prioritization to address certain market dynamics, with an objectivereconfigure our portfolio to balance the cost of advertising and promotional investments with expected contributions from category sales, (2) restructure the sales force in certain markets to more effectively serve customers, and (3) in-source certain product manufacturing and development. The combination of these actions is expected to improve the segment's focus on higher value OTC products, reduce selling costs and improve operating margins inour consumer self-care businesses, on June 19, 2020, we completed the segment.

As partsale of our previously announced strategic initiatives, management implemented improvementsU.K.- based Rosemont Pharmaceuticals business, a generic prescription pharmaceuticals manufacturer focused on liquid medicines, to a U.K. headquartered private equity firm for cash consideration of £155.6 million (approximately $195.0 million), which resulted in a pre-tax loss of $21.1 million (refer to Item 8. Note 3).

On February 13, 2020, we acquired Dexsil®,a silicon supplement brand, from RXW Group NV, for total cash consideration paid of approximately $8.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized the consideration paid as a brand-named intangible asset. The acquisition provides additional opportunities for growth through new product launches and evaluated the overall cost structures within our CHCIgeographic expansion (refer to Item 8. Note 3).

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Products

    Our CSCI segment offers products and Focus Brands in the following ways:
categories:


On December 8, 2016, we announced the cancellation of the unprofitable EuroGenerics NV distribution agreement in Belgium. The year-over-year effect of the cancellation, combined with the exit of certain OTC distribution agreements, reduced our net sales by $200.3 million in 2017, with an immaterial impact to operating income.

We made progress on our previously announced restructuring plans to right-size the Omega business due to the impact of market dynamics on sales volumes. During the year ended December 31, 2017, we recognized $17.1 million of restructuring expense in the CHCI segment (refer to Item 8. Note 18).

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Management continues to evaluate the most effective business model for each country, aligning our sales infrastructure and actively integrating sales strategies with promotional programs.

On August 25, 2017, we completed the sale of our Russian business, which was previously classified as held-for-sale, to Alvogen Pharma LLC. The total sale price was €12.7 million ($15.1 million), inclusive of an estimated working capital adjustment, which resulted in an immaterial gain in the segment (refer to Item 8. Note 2).

The combination of these actions improved the segment's focus on higher value OTC products, reduced selling costs and improved operating margins in the segment.

The CHCI segment has been positively impacted by market dynamics in countries such as the Nordics, Italy, and Portugal, offset by softness in certain brand categories in France and Germany, as well as unfavorable foreign currency impacts primarily in the U.K. related to Brexit.

Products

Below are the categories in which the CHCI segment competes and some of the top brands in each category.
Product CategoryDescriptionFocus Brands
Cough, Cold,Pain and Allergysleep-aidsProducts comprised of pain relievers, fever reducers and sleep-aids.
Solpadeine®
Nytol®
Upper respiratoryProducts that addressrelieve upper respiratory symptoms, including traditional medicationscough suppressants, expectorants, sinus and alternative treatmentsallergy relief.
Aflubin®
Bronchenolo®/Bronchostop®
Physiomer®
Phytosun®
Coldrex®
Prevalin®/Beconase®
Digestive healthProducts such as aromatherapy solutions.antacids, anti-diarrheal, and anti-heartburn that relieve symptoms associated with digestive issues.
Healthy lifestyleProducts that help consumers live a healthy lifestyle such as smoking cessation, weight management, diabetes care, and well-being products.
BittnerNiquitin®/Aflubin®
Bronchenolo®/Bronchostop®
ColdrexXLS (Medical)®
Libenar®
PhysiomerYokebe®
Phytosun®/Valda®
Solpadeine®/Antigrippine®
LifestyleSkincare and personal hygieneWeight management, pregnancy and fertility kits, pain relief, sleep management, smoking cessation, and eye care.
Niquitin®
Silence®/Nytol®
XLS (Medical)®
Ymea®

Personal Care and Derma-TherapeuticsProducts for the face and body includingsuch as dermatological care, sun care, baby-specific,protection, scar management, lice treatment, insect repellents, and feminine hygieneother products and solutions for various skin conditions and allergies such as eczema, psoriasis and rosacea.
conditions.
ACO®

Biodermal
®

Canoderm
®
Dermalex®

Lactacyd
®

Wartner
®
Jungle Formula®
Paranix®
Pencivir®
Natural HealthOral self-careProducts used for oral care, including toothbrushes, toothbrush replacement heads, floss, flossers, and Vitamin, Minerals, and Supplements ("VMS")whitening products.Vitamins, minerals, supplements, and various other natural remedies.
AbteiPlackers®
Biover®
Davitamon®
Granufink®
Vitamins, minerals and supplements ("VMS")
Anti-ParasiteVitamins, minerals, and supplements.Products focused on the elimination of parasites in both humans and pets including lice treatment and insect repellent.
Jungle FormulaAbtei®
ParanixArterin®



Davitamon®
Granufink®
OtherDiagnostic products and other miscellaneous self-care products.


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The chart below reflects net sales by product category in the CHCICSCI segment for the year ended December 31, 2017.2020.

prgo-20201231_g3.jpg
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We launched a number of new CHCICSCI products in the year ended December 31, 2017,2020, most notably a cold & flu triple active hot drink, various intimateare line extensions in the XLS Forte-Five weight management brand and ACO® brands in the healthy lifestyle and skincare and personal hygiene products, derma-therapeutics, and VMS line extensions.categories, respectively. During the year ended December 31, 2017,2020, new product sales in the CHCICSCI segment were $64.1$98.1 million.


The CHCICSCI segment has more than 100150 strategic new products in fiveacross all product categories in development, with each of its Focus brandsBrands having a five-year innovation master plan.

Sales and Marketing


Our products are sold to customers includeincluding pharmacies as well as, drug, grocery, and grocerye-commerce stores located primarily in Europe, includingsuch as Walgreens Boots Alliance, McKesson, AS Watson, Tesco, ASDA, Tesco, DM, Rossmann, ETOS,Rossman, Carrefour, and Kruidvat.Amazon. The CHCICSCI segment continues to align its sales and marketing organization with current market trends by significantly increasing resources towards e-commerce and key account management. The segment sells its products primarily through an established pharmacy sales force to an extensive network of individual pharmacists. Our sales representatives visit pharmacists daily,frequently, ensuring strong in-store visibility of our brands and facilitating pharmacist education programs. Our sales, marketing, and regulatory teams use training/merchandising teams towho work in conjunction with local sales representatives to improve our brands' presence and recognition. During the COVID-19 pandemic, we have combined our traditional sales efforts with telesales to find the optimal sales model and to keep employees and customers safe. We seek to attract key talent from leading OTC, Fast Moving Consumer Goods ("FMCG"), and retailer companiesto build strong local teams throughout the countries in which the CHCICSCI segment operates.


While CHCI    The CSCI segment markets products have a higher average gross margin than products sold by the CHCA segment, selling expenses are significantly higher due to the sales force mentioned above, as well as targetedusing intensive broadcast advertising and point-of-sale promotional spending to enhance brand equity. Key marketing communication tools for the CHCICSCI segment include TVtelevision and digital commercials, consumer leaflets, product websites, digital and targeted promotional campaigns.campaigns and communication programs for health care professionals.

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Competition


The competitive landscape of the European OTCconsumer products market in the categories in which we compete is highly fragmented, as local companies often hold leadership positions in individual product segmentslines in particular countries. As a result, the relevant competition in each of the CHCICSCI segment's markets is both local and global. CompetitorsGlobal competitors include Sarnofi,GSK, Sanofi, Bayer, Johnson & Johnson, Reckitt Benckiser, GSK,Teva, Viatris, Stada, Novartis, Procter & Gamble, and Johnson & Johnson,e-commerce companies, as well as additional regional competitors. We believe our key advantage lies in our unique combination of best practices in sales, marketing, and product development from
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FMCG and OTC/Rx, while embracing the pharmacy channel to drive self-care (refer to Item 1A. Risk Factors - Operational Risks Related to Operations for additional information and risks associated with competition).


PRESCRIPTION PHARMACEUTICALS


Overview


The RX segment develops, manufactures, and markets a portfolio of generic prescription drugs primarily for sale in the U.S. We define this portfolio as predominantly "extended" topical"extended topicals", as it encompasses a broad array of topical dosage forms such as creams, ointments, lotions, gels, shampoos, foams, suppositories, sprays, liquids, suspensions, solutions, and powders.solutions. The portfolio also includes select controlled substances, injectables, hormones, oral solid dosage forms, and oral liquid formulations.formulations, and controlled substances. During the year ended December 31, 2017,2020, the RX segment represented approximately 20%19% of consolidated net sales.


Our    In addition to extended topical products, which are the focus of our development efforts, our current development areas include other delivery systems such as oral liquids, metered dose inhalers,uni-dose nasal sprays, ophthalmic, pre-filled syringes, injectables, and transdermal products, some of which we are developing with third parties.Our other areas of expertise include our production capabilities for controlled substances and hormonal products. Our R&D efforts focus on complex formulations, manysome of which require costly and/or complex clinical endpoint trials.


We manufacture our topical and oral products in the U.S. and Israel,and also source from various FDA-approved third parties. RxRX products are manufactured, labeled, and packaged in facilities that comply with strict FDA regulatory standards and meet customers’ stringent requirements.standards.


In addition, the RX segment offers OTC products through the prescription channel (referred to as "ORx®", these products are marketed using the Perrigo name). ORx® products are OTC products that are available for pharmacy fulfillment and healthcare reimbursement when prescribed by a physician. We offer numerous ORx® products that are reimbursable through many health plans and the U.S. Medicaid and Medicare programs.

We actively collaborate with other pharmaceutical companies to develop, manufacture, and market certain products or groups of products. These types of collaboration agreements are common in the pharmaceutical industry. We may choose to enter into these types of agreements to, among other things, leverage our or our collaborators' scientific R&D and manufacturing expertise, or utilize our extensive marketing and distribution resourcesinfrastructure (refer to Item 8. Note 12 for more information regarding our method for recognizing revenue and expenses related to collaboration agreements, as well as Item 8. Note 1718 for more information regarding our collaboration agreements).


Recent Trends and Developments


On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business to Altaris Capital Partners, LLC for total consideration of $1.55 billion, including $1.5 billion in cash. As part of the consideration, Altaris Capital Partners, LLC will also assume more than $50.0 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. The transaction is subject to antitrust and other customary closing conditions and is expected to close by the end of the third quarter of 2021. The sale of the generic RX Pharmaceuticals business is an important step in our transformation plan and will establish Perrigo as a pure-play consumer self-care company. The generic RX Pharmaceuticals business will be classified as discontinued operations starting in the first quarter of 2021.

We continuecontinued to experience a significant reduction in pricing expectations from historical levelserosion, which moderated compared to the prior year. The key drivers behind the pricing reductions were competitive regulatory approvals for products in our RX segment due to competitive pressures. This softnessportfolio resulting in pricing is attributable to various factors, including increased focus from customers to capture supply chain productivity savings, competition in specific products, and consolidation of certain customers.competition. We expect this softnesspricing erosion to continue to impact the segmentsegment.

Starting in the second quarter of 2020, with a partial rebound in the third quarter, we experienced a reduction in demand for certain of our existing base products due to lower prescription volumes driven by the foreseeable future, and we are forecasting a high single digit pricing declineCOVID-19 pandemic impact on doctor visits. The decrease in this segmentdemand for the year endingexisting base products was market-wide.

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On December 31, 2018.
2020, we purchased an Abbreviated New Drug Application ("ANDA") for a generic topical gel for $16.4 million payable in January 2021, which we capitalized as a developed product technology intangible asset. We launched the product in January 2021 and began amortizing it over a 20-year useful life.


WeOn September 17, 2020, we initiated a voluntary nationwide recall to the retail level of albuterol sulfate inhalation aerosol ("Albuterol") and market withdrawal as a result of complaints from patients that some units may not dispense due to clogging. While corrective action plans are continuing our previously announced portfolio review process, which includesunderway, we do not expect to reintroduce the ongoing comprehensive internal evaluationproduct in calendar year 2021. As a result of the RX segment's market position, growth opportunities, and interdependenciesrecall, we recorded a net charge of $22.5 million in our Consolidated Statements of Operations during the third quarter. We, along with our manufacturing and shared service operations to determine if strategic alternatives should be explored related to this segment.
partner Catalent Pharma Solutions, launched Albuterol in the first quarter of 2020 after receiving approval from the FDA of our ANDA on February 24, 2020.


During the yearthree months ended September 26, 2020, our RX U.S. reporting unit had an indication of potential impairment primarily from the stoppage of production and distribution of Albuterol and voluntary nationwide recall at the retail level, combined with a decline in market multiples. We prepared an impairment test as of September 26, 2020 and determined the carrying value of the RX U.S. reporting unit exceeded its estimated fair value. We recorded a goodwill impairment of $202.4 million.

During the three months ended December 31, 2017,2020, we sold various ANDAsidentified indicators of impairment in our RX U.S. reporting unit and performed a quantitative impairment test. As a result, we determined the reporting unit’s carrying value exceeded estimated fair value. We recognized a further goodwill impairment of $144.4 million.

As described in Item 1. Business - Materials Sourcing, we rely on third parties to source many of our raw materials and to manufacture certain dosage forms that we distribute, and certain of these supplier relationships are single-source. Starting in the second quarter of 2021, we anticipate a potential supply disruption of a generic prescription product manufactured by a third party, which disruption could adversely affect our ability to sell and ship the product to customers in a timely manner. While we have identified one or more potential alternative suppliers of the product, delays in qualifying such alternative supplier may result in a supply disruption for the duration of 2021 and re-establishment of reliable supply may not be achieved until 2022 and cannot be assured. If a total gainsupply disruption occurs, depending on the duration of $23.0 million.the disruption, the adverse impact on our revenue in the RX segment in 2021 could be material. Refer to Item 1A. Risk Factors - Operational Risks.

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Products


Listed below are some of the generic prescription products, including authorized generic and ORx®products, that we manufacture and/or distribute:
Generic Name (1)
Comparative Brand-Name Drug
AdapaleneAcyclovir cream
DifferinZovirax®
Alogliptin tabs
Nesina®
Bacitracin ophthalmic ointmentN/A
Benzoyl peroxide 5% - clindamycin 1% gel     Betamethasone calcipotriene ointment and suspension
BenzaClinTMTaclonex®
BudesonideClindamycin phosphate topical solution
EntocortCleocin T®
Clindamycin foamErythromycin ophthalmic ointmentN/A
Hydrocortisone pramoxine cream
EvoclinPramosone®
Clindamycin phosphate and benzoyl peroxide gelKetoconazole shampoo
DuacNizoral®
Clobetasol foam, lotion and shampooMesalamine rectal
OluxRowasa®, Olux-E®, Clobex®
DesonidePermethrin cream ointment
DesonateElimite®, Tridesilon®
Dihydroergotamine injectionTacrolimus ointmentD.H.E. 45
Halobetasol ointment and cream
UltravateProtopic®
Hydrocortisone suppositoriesTestosterone 1.62% gelN/A
Mupirocin ointment
BactrobanAndrogel®
Nystatin topical powderTestosterone cypionate injection
MycostatinDepo®, Testosterone
Olopatadine nasal sprayTretinoin cream and gel
PatanaseRetin-A®
Permethrin cream
Elimite®
Scopolamine patch
TransdermScop®
Tacrolimus
Protopic®
Testosterone 1% gelAndrogel
Testosterone cypionate injection
Depo®, Testosterone
Testosterone solution
Axiron®
Triamcinolone acetonide nasal spray
Nasacort® AQ
Triamcinolone cream/ointmentTriderm™/Kenalog™


(1)Contains the same active ingredients present in the same dosage form as the comparable brand-name drug


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RX
We launched a number of new RX products in the year ended December 31, 2017,2020, most notably Scopolamine and Testosterone 2% topicalAlbuterol Sulfate Inhalation Aerosol (generic equivalent to AxironProAir HFA®) (which we voluntarily recalled in September 2020, as described above). During the year ended December 31, 2017,2020, net new product sales in the RX segment were $75.9$133.7 million.
    
During the year ended December 31, 2017,2020, we, on our own or in collaboration with partners, received final approval from FDA health authorities for 12ten Rx drug applications, and as of December 31, 2017,2020, we had 2130 Rx drug applications pending approval.approval with the FDA or pending launch.


Sales and Marketing


Our customers include major wholesalers, including Cardinal Health, McKesson, and AmerisourceBergen; sourcing groups such as Red Oak, WBAD and ClarusOne;ClarusONE, major wholesalers, national and regional retail drug, supermarket and mass merchandise chains, including Walgreens Boots Alliance, Rite Aid, Walmart, CVS, Kroger,hospitals, and Safeway; hospitals; and pharmacies. ORx® products are sold to the consumer through the pharmacy counter of predominantly the same retail outlets as our OTC pharmaceutical products.


Competition


The market for RxRX products is subject to intense competition from other generic drug manufacturers, brand-name pharmaceutical companies launching their owna generic version of their own branded products (known as an authorized generic), manufacturers of branded drug products that continue to produce those products after patent expirations, and manufacturers of therapeutically similar drugs. Among our generic drug manufacturer competitors are Par Pharmeceuticals, Apotex Corp.Sandoz Inc., Taro Pharmaceuticals, Viatris, Teva Pharmaceutical Industries Ltd., Glenmark Generics Inc., Impax Laboratories, Inc., Mylan, Prasco, LLC, Sandoz, Sun Pharmaceuticals, Taro Pharmaceuticals, Teva Pharmaceutical Industries Ltd., and Akorn.Lupin.

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RX

We believe that one of our primary competitive advantages is our ability to introduce difficult to develop and/or manufacture extended topical generic versions to brand-name drug products. Generally, these products are exposed to less competition due to the relatively longermore complex and more expensive development, clinical trial, andor approval processes. In addition, we believe we have a favorable competitive position due primarily to our efficient distribution systems, topical production economies of scale, customer service, and overall reputation for high quality products (refer to Item 1A. Risk Factors - Operational Risks Related to Operations for more information and risks associated with competition).


SPECIALTY SCIENCES

Overview

The Specialty Sciences segment was comprised of assets focused on the treatment of multiple sclerosis, specifically in connection with the drug Tysabri® (natalizumab). We received contingent payments related to the Tysabri® financial asset until we disposed of it on March 27, 2017.

We were entitled to contingent payments from Biogen Idec Inc. ("Biogen") based on its Tysabri® sales in all indications and geographies. We received contingent payments that were based on royalties of 12% on worldwide Biogen sales of Tysabri® from December 18, 2013 through April 30, 2014. As of May 1, 2014, we received royalties of 18% on annual worldwide Biogen sales of Tysabri® up to $2.0 billion and 25% on annual sales above $2.0 billion. The cash received from Biogen for the royalty percentage on Tysabri® sales was recorded as cash flows from investing activities in our Consolidated Statements of Cash Flow.

We had recorded the Tysabri® royalty stream as a financial asset and elected to account for this asset using the fair value option method, which incorporates discounted cash flows related to the expected future cash flows to be received. We used significant judgment in determining our valuation inputs, including estimates as to the probability and timing of future sales of Tysabri®, as well as estimates of the expected future cash flows. The estimated fair value of the asset was subject to variation should those cash flows vary significantly from our estimates. We had performed evaluations at each reporting period to assess those estimates, discount rates utilized and general market conditions affecting fair value (refer to Item 8. Note 6).

The Specialty Sciences segment also included ongoing obligations under the sale agreement between Biogen and Elan for 50% of losses and litigation expenses arising out of any Tysabri® product liability claims, required insurance coverage and related expenses. Effective January 1, 2017, due to the sale of the Tysabri® financial asset, all the above mentioned expenses were moved to unallocated expenses.

On March 27, 2017, we announced the completed divestment of our Tysabri® financial asset to Royalty Pharma for up to $2.85 billion, consisting of $2.2 billion in cash and up to $250.0 million and $400.0 million in milestone payments if the royalties on global net sales of Tysabri® that are received by Royalty Pharma meet specific thresholds in 2018 and 2020, respectively. As a result of this transaction, we transferred the entire financial asset to Royalty Pharma and recorded a $17.1 million gain during the three months ended April 1, 2017. We elected to account for the contingent milestone payments using the fair value option method, and these were recorded at an estimated fair value of $134.5 million as of December 31, 2017 (refer to Item 8. Note 6 and Item 1A. Risk Factors - Risks Related to Operations).

OTHER

Recent Developments

We had an Other segment that was primarily comprised of sales of API products, which did not meet the quantitative threshold required to be a separate reportable segment. We developed, manufactured, and marketed API products, which were used worldwide by both generic and branded pharmaceutical companies. Certain of these ingredients were used in our own pharmaceutical products. The manufacturing of API occurred primarily in Israel with some production in India.

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Other


On April 6, 2017, we completed the sale of our India API business to Strides Shasun Limited. We received $22.2 million of proceeds, inclusive of an estimated working capital adjustment, which resulted in an immaterial gain recorded in Other expense (Income), net on the Consolidated Statements of Operations. Prior to closing the sale, we determined that the carrying value of the India API business exceeded its fair value less the cost to sell, resulting in an impairment charge of $35.3 million, which was recorded in Impairment charges on the Consolidated Statements of Operations for the year ended December 31, 2016 (refer to Item 8. Note 2).

On November 21, 2017, we completed the sale of our Israel API business, which was previously classified as held-for-sale to SK Capital, for a sale price of $110.0 million, which resulted in an immaterial gain recorded in Other expense (Income), net on the Consolidated Statements of Operations (refer to Item 8. Note 2 and Note 6).

INFORMATION APPLICABLE TO ALL REPORTABLE SEGMENTS

Research and Development
R&D is a key componentof our business strategy and is performed in various locations in the countries in which we operate. While we conduct a significant amount of our own R&D, we also enter into strategic alliance agreements to obtain the rights to manufacture and/or distribute new products. R&D investments were $167.7 million for the year ended December 31, 2017 (refer to Item 8. Note 17).

During the years ended December 31, 2017 and December 31, 2016, we wrote off capitalized in-process research and development from previous acquisitions totaling $12.7 million and $3.5 million, respectively, due to changes in the projected development and regulatory timelines for various projects.

The year ended December 31, 2017 included R&D expense related to new product development and clinical trial expenses in our CHCA, CHCI and RX segments. The year ended December 31, 2016 included R&D expense related to clinical trial expenses primarily in our CHCA and RX segments. The six months ended December 31, 2015 included incremental R&D expense due to the Omega acquisition. The six months ended December 27, 2014 included a $10.0 million payment made in connection with our entry into a collaboration arrangement. The year ended June 27, 2015 also included incremental R&D expense due to the Omega acquisition, as well as the payment made in relation to the collaboration arrangement noted above, and an R&D contractual arrangement under which we funded $18.0 million of R&D.

We anticipate that R&D expenditures will increase as a percentage of net salesfor the foreseeable future as we continue to cultivate our presence in the Rx-to-OTC switch and generic pharmaceutical markets,and develop our internal R&D capabilities (refer to Item 1A. Risk Factors - Risks Related to Operations for risks associated with innovation and R&D).


Trademarks, Patents and PatentsLicensing Agreements


While we own certain trademarks and patents, neither our business as a whole, nor any of our segments, is materially dependent upon our ownership of any one trademark, or patent, or group of trademarks or patents.


Materials Sourcing


Affordable, high qualityhigh-quality raw materials and packaging components are essential to all of our business units due to the nature of the products we manufacture. Raw materials and packaging components are generally available from multiple suppliers. Supplies of certain raw materials bulk tablets, and componentsproduct delivery systems may be more limited, as they are available from one or only a few suppliers and may require regulatory approvalextensive compatibility testing before we can use them. Prior to the sale of our Israel and India API businesses, we had the ability to manufacture and supply certain API for our OTC and Rx products, which we now source from the companies that have acquired our API business. We have been purchasing an increasing number of components and select finished goods rather than manufacturing them because of the availability of goods, economic reasons, temporary production limitations, FDA restrictions, sale of our API business,businesses, and other factors.


Historically, we have been able to react effectively, yet not always immediately, to situations that require alternate sourcing. Should such alternate sourcing be necessary, FDA requirements placed on products approved through the ANDA or NDA
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process could substantially lengthen the approval of an alternate source and adversely affect financial results. We believe we have good, cooperative working relationships with substantially all of our suppliers and have historically been able to capitalize on economies of scale in the purchase of materials and supplies due to our volume of purchases (refer to Item 1A. Risk Factors - Operational Risks Related to Operations for risks associated with materials sourcing).


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Manufacturing and Distribution


Our primary manufacturing facilities are in the U.S. We also have manufacturing facilities in the U.K., Belgium, France, Germany, Austria, Israel, Mexico, China, and Australia, along with a joint venture in China (refer to Item 1A. Risk Factors - Operational Risks Related to Operations for risks associated with our manufacturing facilities). We supplement our production capabilities with the purchase of products from outside sources. The capacity of some facilities may be fully utilized at certain times for various reasons, such as customer demand, the seasonality of thecertain product categories (for example, our cough/cold/flu and allergy or flea and tick seasons,products), and new product launches. We may utilize available capacity by performing contract manufacturing for other companies. We have logistics facilities in the U.S., Israel, Mexico, Australia, and numerous locations throughout Europe. We use contract freight and common carriers to deliver our products.


Significant Customers


Our primary customer base aligns with the concentration of large drug retailers in the current global retail drug industry marketplace. Walmart is our largest customer and accounted for the following percentage of consolidated net sales:
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
13.3 %13.0 %12.8 %
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 December 27,
2014
 June 27,
2015
13% 13% 13% 19% 16%


Sales to Walmart are primarily in the CHCACSCA segment. As a percentage of our total U.S. OTC sales, our sales to Walmart generally align with Walmart's U.S. retail market share in the products we sell to them. In addition, while no other customer individually comprises more than 10% of net sales, we do have other significant customers. The next five largest customers represent 23.2% of net sales in 2020. The loss of several of these customers could be material. We believe we generally have good relationships with all of our customers (refer to Item 1A. Risk Factors - Operational Risks Related to Operations for risks associated with customers).


Environmental


We    Our facilities and operations are subject to various environmental laws and regulations. We undergo periodic internal audits relating to environmental, health and safety requirements in order to maintain compliance with applicable laws and regulations in each of the jurisdictions in which we operate. We have made, and continue to make, expenditures necessary to comply with applicable environmental laws, butlaws; however, we do not believe that the costs for complying with such laws and regulations have been or will be material to our business. We do not have any material remediation liabilities outstanding.


While we believe that climate change could present risks to our business, including increased operating costs due to additional regulatory requirements, physical risks to our facilities, water limitations, and disruptions to our supply chain, we do not believe these risks are material to our business in the near term.

Human Capital Resources

    We are passionate about making lives better. At Perrigo, we believe that the continuous personal and professional development of our people is an important component of our ability to attract, retain, and motivate top talent, which are all important aspects of our self-care strategy. Our global workforce consists of more than 11,500 full time and part time employees spread across 34 countries, of which approximately 17% were covered by collective bargaining agreements as of December 31, 2020. We continuously endeavor to provide a diverse, inclusive, and safe work environment so our colleagues can bring their best to work, every day. We are all responsible for upholding Perrigo’s Core Values - Integrity, Respect, and Responsibility - in addition to the Perrigo Code of Conduct which, together, form the foundation of all our policies, procedures, and practices. Together, we drive Perrigo forward to deliver on our vision to make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold.

Diversity and Inclusion

We strive for our employees, including senior management, to represent the diverse consumer base we wish to serve which enables us to deliver on our self-care promise. We believe diversity and inclusion in our
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workforce creates lasting benefits for Perrigo, our customers, and shareholders through enhanced team performance, innovation, and profitable growth. To accomplish this objective, we rolled out a three-year strategy at the beginning of 2020 that focuses on three key diversity and inclusion areas:

Educating our workforce on our diversity and inclusion strategy and initiatives;
Strengthening our talent management practices through a lens of inclusion; and
Creating our diversity and inclusion governance and metrics to establish our foundation and help us monitor progress.

Perrigo is committed to the well-being of the communities we serve and the people who work for us. Accordingly, we are taking action to help address racial inequality. We understand the devastating impact that systemic racism, injustice, and acts of violence have on communities of color. Murray Kessler, President and CEO, has encouraged all Perrigo colleagues to stand united and take responsibility to learn how each of us can play a role in fighting both discrimination and implicit bias in the work place and in our society as a whole. These efforts include our leaders and associates continually receiving educational resources and information on how to best serve as allies in support of underrepresented groups and to learn how we can contribute to healing our society's divisions and ending racial injustice.

Compensation, Benefits, Health, Safety, and Well-being

Perrigo’s commitment to self-care starts with our own team. Our top priority during the global COVID-19 pandemic has been, and continues to be, the safety of our colleagues. When faced with the challenges of this pandemic, we focused on understanding and supporting each diverse individual and the unique circumstances impacting their ability to serve as an essential worker. We have implemented safety measures to protect our on-site essential colleagues, while asking those who can safely work from home to do so. On-site, we've implemented a multi-step pre-screening process before entry into any facility, deep-cleaning protocols, and other safety precautions, all consistent with the rules and guidelines in each jurisdiction. As a thank you for their bravery and commitment, management issued a special cash bonus for our colleagues who worked on-site to keep our products flowing to our customers and consumers.

We strive to provide pay, benefits and services that support the total well-being of our people. Our total rewards package delivers competitive pay, broad-based stock grants, cash-based annual incentives, healthcare, retirement benefits, paid time off, and on-site services, among other benefits.

Perrigo’s total rewards complement a strong health and safety culture that continues with our global well-being program designed to inspire colleagues to maintain and improve their health. Launched in 2016, Perrigo’s "HEALTHYyou" well-being program continues to support colleagues and their families as they navigate their own self-care and well-being journeys. Our colleagues highly value this program and it continues to be recognized externally by receiving the Best and Brightest in Wellness™ Award since 2017.

Growth, Development, and Engagement

We are committed to engaging our colleagues and fostering a belonging culture, where our people feel enabled to contribute their best to Perrigo's self-care transformation. This includes initiatives supporting overall job satisfaction, diversity and inclusion, personal and professional skill development, work/life balance, and an environment that encourages good health and safety, while upholding our core values of Integrity, Respect, and Responsibility.

Perrigo regularly conducts global engagement surveys to gather feedback from colleagues to identify strengths and opportunities within our culture. Additionally, we use a variety of channels to facilitate open and direct communication, including regular open forums and town hall meetings with our executive leadership team.

Our development philosophy focuses on a 70-20-10 approach, which provides a practical, blended framework for learning to support individual long-term success (where individuals obtain 70% of their knowledge from job-related experiences, 20% from interactions with others, and 10% from formal educational events). We believe this model enables our people to deliver on our self-care vision by empowering them to be their best and make a difference to Perrigo Colleagues, Customers, Consumers, Communities, and Shareholders.

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Corporate Social Responsibility


We are committed to doing business in an ethicala socially, environmentally and fiscally responsible manner. We have a long history of environmentally sound and efficient operations, safe and healthy working conditions, and active participation in the communities where we are located. AsThat commitment is reflected in our well-established governance, corporate responsibility and sustainability programs, as well as by our board oversight of governance and sustainability. A summary of our environmental and social initiatives is below and additional details can be found in our 2020 Corporate Social Responsibility Commitment Statement(“CSR”) Report available on our website,website. In 2020, we remainadopted the United Nations Sustainable Development Goals (“UN SDG”) as a global framework and committed to:to six goals within the UN SDG framework. Our specific objectives related to each of these goals are detailed in our 2020 CSR report, and will be updated in our 2021 CSR report which we expect to publish in mid-2021.


Helping consumers access safe, effectiveEnvironmental: we are committed to manufacturing our products responsibly, supporting the global drive to reduce carbon emissions and affordable healthcare products;
Strong corporate governance;
Complying with regulatory and legal requirements;
Demonstrating environmental stewardship;
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Continuously improving packaging sustainability;
Protecting human rights of our global employees and challenging our partners to do the same;
Diversity of thought, experience and perspective;
Providing a safe and healthy work environment for our employees; and
Establishing effective community partnerships.

Through these efforts, we strive to minimize our impact on the environment, drive responsible business practices, and ensureclimate. We formalized our commitment to sustainability in 2015 by establishing a corporate sustainability strategy focused on reducing the welfareenvironmental impact of our employees, their families,operations, product packaging, and supply chain. In 2020, we enhanced that strategy by committing to Goal 12: Responsible Production and Consumption and Goal 13: Climate Action, of the communities in whichUN SDG.

Social: Our vision is to make lives better, by bringing quality affordable self-care products that consumers trust, everywhere they are sold. This puts the social impact of our business front and center. We are proud to maintain goals and programs relating to Diversity and Inclusion, Human Capital Management, Human Rights, and Community Engagement and Giving. In 2020, as part of our social initiatives, we operate nowcommitted to Goal 3: Good Health and intoWell-being, Goal 4: Quality Education, Goal 5: Gender Equality, and Goal 10: Reducing Inequality, of the future.UN SDG.


GOVERNMENT REGULATION AND PRICING


The manufacturing, processing, formulation, packaging, labeling, testing, storing, distributing, advertising, and saleselling of our products are subject to regulation by a variety of agencies in the localities in which our products are sold. In addition, we manufacture and market certain of our products in accordance with standards set by various organizations. We believe that our policies, operations, and products comply in all material respects with existing regulations to which we are subject (refer to Item 1A. Risk Factors - Operational Risks Related to Operations for related risks).


United States Regulation


U.S. Food and Drug Administration


The FDA has jurisdiction over our Rx,prescription and OTC drug products, API, and Infant Formula Foods.products. The FDA’s jurisdiction extends to the manufacturing, testing, labeling, packaging, storage, distribution, and promotion of these products. We are committed to consistently providing our customers with high quality products that adhere to "current Good Manufacturing Practices" ("cGMP") regulations promulgated by the FDA. If the FDA or comparable regulatory authority becomes aware of new safety information about any of our products, these authorities may require further inspection, enhancement to manufacturing controls, labeling changes, additional testing method requirements, restrictions on indicated uses or marketing, post-approval studies or post-market surveillance.


OTC and RxPrescription Pharmaceuticals


All facilities where Rxprescription and OTC products are manufactured, tested, packaged, stored, or distributed for the U.S. market must comply with FDA cGMPs and regulations promulgated by competent authorities in the countries, states and localities where the facilities are located. All of our drug products are manufactured, tested, packaged, stored, and distributed according to cGMP regulations. The FDA performs periodic audits to ensure that our facilities remain in compliance with all appropriate regulations.


Many of our OTC products are regulated under the OTC monograph system and subject to certain FDA regulations. Under this system, selected OTC drugs are generally recognized as safe and effective and do not require the approval of an ANDA or NDA prior to marketing. Products marketed under the OTC monograph system must conform to specific quality, formula, and labeling requirements, including permitted indications, required
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Regulation

warnings and precautions, allowable combinations of ingredients, and dosage levels. It is generally less costly to develop and bring to market a product regulated under the OTC monograph system.


            We also market generic prescription drugs and non-prescription products that have switched from prescription to OTC status. Prior to commercial marketing, these products require approval by the FDA of an ANDA or NDA that provides information on chemistry, manufacturing controls, clinical safety, efficacy and/or bioequivalence, packaging, and labeling. While the development process for these drugs generally requires less time and expense than the development process of a new drug, the size and duration of required studies can vary greatly. Prior to the onset of the Generic Drug User Fee Amendments of 2012 (“GDUFA”), the FDA approval of generic drug applications took approximately three to five times longer than approval of innovator drugs. Pursuant to GDUFA II, beginning October 1, 2017,during fiscal year five of the program,2019, the FDA pledgedexceeded its pledge to complete a first cycle review on 90% of electronic generic applications within 10 months of submission.


Under the Federal Food, Drug and Cosmetic Act, as amended ("FFDCA") (the Hatch-Waxman amendments), a company submitting an NDA can obtain a three-year period of marketing exclusivity for a prescription or OTC product if it performs a clinical study that is essential to FDA approval. Longer periods of exclusivity are possible for new chemical entities, orphan drugs (those designated under section 526 of the FFDCA) and drugs under the Generating Antibiotic Incentives Now Act. During this exclusivity period, the FDA cannot
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Regulation


approve any ANDAs for a similar or equivalent generic product, which can preclude another party from marketing a similar product during this period. A company may obtain an additional six months of exclusivity if it conducts pediatric studies requested by the FDA on the product. This exclusivity can delay both the FDA approval and sales of certain products.


A company may be entitled to a 180-day generic exclusivity period for certain products. This exclusivity period often follows a patent certification and litigation process whereby the product innovator may sue for infringement. The legal action does not ordinarily result in material damages, but it generally triggers a statutorily mandated delay in FDA approval of the ANDA for a period of up to 30 months from when the innovator was notified of the patent challenge.


The Food and Drug Administration Safety and Innovation Act ("FDASIA") was signed into law on July 9, 2012. The law established, among other things, new user fee statutes for generic drugs and biosimilars, FDA authority concerning drug shortages, and changes to enhance the FDA's inspection authority of the drug supply chain, and a limited extension of the 30-month stay provision described above.chain. The FDASIA also reduced the time required for FDA responses to generic-blocking citizen petitions. We implemented new systems and processes to comply with the new facility self-identification and user fee requirements of the FDASIA, and we monitor facility self-identification and fee payment compliance to mitigate the risk of potential supply chain interruptions or delays in regulatory approval of new applications.


The U.S. government's Federal Drug Supply Chain Security Act ("DSCSA") requires development of an electronic pedigree to track and trace each prescription drug at the salable unit level through the distribution system, which will be effective incrementally over a 10-year period. The serialization of all Rx products distributed in the U.S. needed to be completed by November 26, 2018, with the requirement for tracking the products commencing on November 27, 2023. Requirements for the tracing of products at the lot level through the pharmaceutical distribution supply chain went into effect on January 1, 2015 for manufacturers, wholesale distributors, and re-packagers, and on July 1, 2015 for dispensers.


    The FDA Reauthorization Act of 2017 created a pathway by which the FDA may, at the request of an applicant, designate a drug with “inadequate generic competition” as a Competitive Generic Therapy ("CGT"). At the request of the applicant, the FDA may expedite the development and review of an ANDA for a drug designated as a CGT. The first approved application for a drug with a CGT designation for which there are no unexpired patents or exclusivities listed in the Orange Book at the time of original submission of the ANDA may be eligible for 180 days of generic exclusivity.

Active Pharmaceutical Ingredients

    Third parties develop and manufacture APIs for use in certain of our pharmaceutical products that are sold in the U.S. and other global markets. API manufacturers typically submit a drug master file to the regulatory authority that provides the proprietary information related to the manufacturing process. The FDA inspects the manufacturing facilities to assess cGMP compliance, and the facilities and procedures must be cGMP compliant before API may be exported to the U.S.
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Regulation


Infant Formula and Foods


The FDA’s Center for Food Safety and Applied Nutrition is responsible for the regulation of infant formula. The Office of Nutrition, Labeling and Dietary Supplements ("ONLDS") has labeling responsibility for infant formula, while the Office of Food Additive Safety ("OFAS") has program responsibility for food ingredients and packaging. The ONLDS evaluates whether an infant formula manufacturer has met the requirements under the FFDCA and consults with the OFAS regarding the safety of ingredients in infant formula and of packaging materials for infant formula.


All manufacturers of pediatric nutrition products must begin with safe food ingredients, which are either generally recognized as safe or approved as food additives. The Infant Formula Act provides specific requirements for infant formula to ensure the safety and nutrition of infant formulas, including minimum and, in some cases, maximum levels of specified nutrients.


Before marketing a particular infant formula, the manufacturer must provide regulatory agencies assurance of the nutritional quality of that particular formulation consistent with the FDA’s labeling, nutrient content, and manufacturer quality control requirements. A manufacturer must notify the FDA at least 90 days before the marketing of any infant formula that differs fundamentally in processing or in composition from any previous formulation produced by the manufacturer. We actively monitor this process and make the appropriate adjustments to remain in compliance with recent FDA rules regarding cGMP, quality control procedures, quality factors, notification requirements, and reports and records for the production of infant formulas.


In addition, the FFDCA requires infant formula manufacturers to test product composition during production and shelf-life; to keep records on production, testing, and distribution of each batch of infant formula; to use cGMP and quality control procedures; and to maintain records of all complaints and adverse events, some of which may reveal the possible existence of a health hazard. The FDA conducts yearly inspections of all facilities that manufacture infant formula, inspects new facilities during early production runs, and collects and analyzes samples of infant formula. Our infant formula manufacturing facilities have been inspected by the FDA after the effective date of the final rule and found to be in full compliance with the new GMP regulations with no corrective actions required.required from the most recent inspections.
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Our infant and toddler foodsbeverages are subject to the Food Safety Modernization Act ("FSMA"), which protects the safety of U.S. foods by mandating comprehensive, prevention-based controls within the food industry. Under FSMA, the FDA has mandatory recall authority for all food products and greater authority to inspect food producers and is taking steps toward product tracing to enable more efficient product source identification in the event of a safety issue.

Active Pharmaceutical Ingredients

Third parties develop and manufacture API for use in certain of our products that are exported to the U.S. and other global markets. Before API can be commercialized in the U.S., the manufacturer and/or developer must submit a drug master file ("DMF") that provides the proprietary information related to the manufacturing process. The FDA inspects the manufacturing facilities to assess cGMP compliance, and the facilities and procedures must be cGMP compliant before API may be exported to the U.S.

The facilities and products are subject to regulation by the applicable regulatory bodies in the place of manufacture as well as the regulatory agency in the country from which the product is exported or imported. For API exported to European markets, the manufacturer must submit a European DMF and, where applicable, obtain a certificate of suitability from the European Directorate for the Quality of Medicines. The manufacturing facilities and production procedures for API marketed in Europe must meet EU-GMP and European Pharmacopeia standards.


U.S. Department of Agriculture


The Organic Foods Production Act enacted under Title 21 of the 1990 Farm Bill established uniform national standards for the production and handling of foods labeled as "organic." Our infant formula manufacturing sites in Vermont and Ohio adhere to the standards of the U.S. Department of Agriculture ("USDA") National Organic Program for production, handling, and processing to maintain the integrity of organic products. Our infant formula manufacturing sites in Vermont and Ohio are USDA-certified, enabling them to produce and label organic products for U.S. and Canadian markets.


U.S. Environmental Protection Agency


The U.S. Environmental Protection Agency ("EPA") is the main regulatory body in the United States for veterinary pesticides. The EPA's Office of Pesticide Programs is responsible forgoverning environmental regulation. Laws administered by the regulation of pesticide products appliedEPA, often in partnership with state agencies, include but are not limited to animals. All manufacturers of animal health pesticides must show that their products will not cause “unreasonable adverse effects to man or the environment” as stated inClean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act; the Comprehensive Environmental Response, Compensation and Liability Act; and the Federal Insecticide, Fungicide, and Rodenticide Act. Within the U. S., pesticide products that are approved by the EPA must also be approved by individual state pesticide authorities before distribution in that state. Post-approval monitoring of products is required, with reports provided to the EPA and some state regulatory agencies.


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U.S. Drug Enforcement Administration


The U.S. Drug Enforcement Administration ("DEA") regulates certain drug products containing controlled substances, such as morphine, hydromorphone, opium, testosterone, midazolam, and List I chemicals, such as pseudoephedrine, pursuant to the federal Controlled Substances Act ("CSA") and the Substance Use-Disorder Prevention that Promotes Opioid Recovery Treatment for Patients and Communities Act ("SUPPORT Act"). The CSA and DEA regulations impose registration, security, record keeping, suspicious order monitoring, reporting, storage, manufacturing, distribution, importation and other requirements upon legitimate handlers under the oversight of the DEA. The DEA categorizes controlled substances into Schedules I, II, III, IV, or V, with varying qualifications for listing in each schedule. We are subject to the requirements regarding the controlled substances in Schedules II - V and the List I chemicals. Our facilities that manufacture, distribute, import, or export any controlled substances must register annually with the DEA.


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The DEA inspects all manufacturing facilities to review security, record keeping, reporting, and handling prior to issuing a controlled substance registration, and it also periodically inspects facilities for compliance with the CSA and its regulations. Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action, such as civil penalties, refusal to renew necessary registration, or the initiation of proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution. We are also subject to state laws regulating the manufacture and distribution of certain products.


Federal Healthcare Programs and Drug Pricing Regulation
Within the U.S., government healthcare insurance and welfare programs such as the Medicare and Medicaid programs are important third party payers for patients who takeare prescribed our products. These programs include several indirect forms of price regulation applicable to our drug products as a condition to coverage and/or payment for our products, and also regulate the amount that pharmacies and other healthcare providers will be paid for our products.products, and we are subject to price reporting and other compliance obligations under these programs by virtue of our participation. Specifically, U.S. law requires that a pharmaceutical manufacturer, as a condition of having federal funds being made available for the manufacturer’s drugs under Medicaid and Medicare Part B, enter into three government pricing program agreements: (i) a Medicaid rebate agreement with the Secretary of Health and Human Services (“HHS”) to pay rebates to state Medicaid programs for the manufacturer’s covered outpatient drugs that are dispensed to Medicaid beneficiaries and paid for by a state Medicaid program; (ii) a 340B program agreement with the Secretary of HHS to provide statutory discounts to certain “covered entity” safety net healthcare providers; and (iii) a Master Agreement with the Department of Veterans Affairs ("VA"(the "VA") under which discounts are available for purchases by federal agencies. We have such agreements in effect.


Medicaid Rebate Agreement


The Medicaid rebate agreement requires the drug manufacturer to remit rebates to each state Medicaid agency on a quarterly basis for both fee-for-service and Medicaid managed care organization utilization. Rebate amounts are based on pricing data reported by the manufacturer to the Centers for Medicare & Medicaid Services (“CMS”), including Average Manufacturer Price ("AMP") and, in the case of innovator products, Best Price ("BP"). U.S. law also requires that a company that participates in the Medicaid rebate program report average sales price ("ASP") information to CMS for each calendar quarter for certain categories of drugs that are paid under the Medicare Part B of the Medicare program. CMS uses thesethe ASP submissions to determine payment ratesthe amount CMS reimburses providers for such drugs under Medicare Part B.


Under theThe Medicaid rebate program,is calculated each quarter by CMS on the basis of the reported AMP and, in the case of innovator products, BP figures, and consists of the basic and additional rebates. The “basic rebate” formula is based on a minimum rebate amounts due are as follows: (i) for noninnovator products, in general generic drugs marketed under ANDAs, the rebate amount is 13% of thepercentage applied to AMP for the quarter; and, (ii) for innovator products, in general brand-name products marketed under NDAs, the rebate amount is the greater of 23.1% of the AMP for the quarter or the difference between such AMP and the BP for that same quarter. Manufacturers also pay anconsiders BP. The “additional rebate" on(calculated somewhat differently for innovator drugs whereand non-innovator drugs) captures price increases since launch have outpacedthat outpace inflation. Beginning with the first quarter of 2017, an additional rebate is due for noninnovator products, which is calculated somewhat differently from the innovator product additional rebate, but likewise generally applies where and to the extent that a manufacturer’s AMP increases faster than the rate of inflation.

CMS issued a final regulation, generally effective April 1, 2016, to implement changes to the Medicaid rebate program under the 2010 health reform legislation (“Health Reform Law”) and otherwise to provide program guidance. In addition to guidance concerning rebate program administration matters, the regulation also addressed certain related Medicaid reimbursement matters. First, under the Health Reform Law, CMS has also begun to useuses manufacturer AMP data to calculate reimbursement limits for pharmaciesa limit on the amount state Medicaid programs can reimburse for multiple source drugs, under the Medicaid program, known as the federal upper limits ("FULs").limit. Many state Medicaid programs also apply other reimbursement caps. CMS also surveys and publishes retail community pharmacy acquisition cost information, to providewhich many state Medicaid agencies withprograms utilize as a basis for comparing their own reimbursement and pricing methodologies and rates. Second, the regulation also directed states to update their Medicaid payment methodologies to provide for payment amounts designed to reflect pharmacies’ "actual acquisition costs" for drugs, a change from the prior "estimated acquisition" standard. The regulation also required states to provide the government with findings to support their compliance with this standard by April 1, 2017.methodologies.    


Pricing and rebate calculations are governed by statutory and regulatory requirements that are complex, vary among products and programs, can change over time, and are subject to interpretation by us, governmental or regulatory agencies, and the courts. In the case of the Medicaid rebate program, if we become aware of errors in
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our prior price submissions, or a prior BP submission needs to be updated due to late arriving data, we must resubmit the updated data within specified time frames. Such restatements and recalculations increase our cost of compliance with the Medicaid rebate program, and corrections can result in an overage or underage of our rebate liability for past quarters, depending on the nature of the correction. Despite our best efforts, we cannot be certain that our submissions will not be found by the government to be incomplete or incorrect.Refer to the risk factors under the heading “If we fail to comply with the reporting and payment obligations under the Medicaid rebate program or other governmental purchasing and rebate programs, we could be subject to fines or penalties, which could have a material adverse effect on our financial condition and results of operations” in Item 1A. Risk Factors - Operational Risks.


340B Program Agreement


The 340B drug pricing program requires participating manufacturers to agree to charge statutorily-defined covered entities no more than the 340B “ceiling price” for the manufacturer’s covered outpatient drugs. The ceiling price is derived from the data the manufacturer reports under the Medicaid rebate program and therefore any changes to statutory or regulatory requirements applicable to the Medicaid price figures may impact the 340B ceiling price calculation as well. 340B covered entities include a variety of community health clinics and other entities that receive health services grants from the Public Health Service, as well as certain hospitals that serve a disproportionate share of low-income patients. The ceiling price is calculated on the basis of AMP and the Medicaid rebate, and therefore any changes to Medicaid price reporting and rebate legal standards may impact the 340B ceiling price calculation as well. If we revise data reported to the Medicaid drug rebate program, and such revisions result in a reduction of the 340B ceiling price, we are required to offer refunds to covered entities. Civil monetary penalties can be applied to manufacturers that knowingly and intentionally overcharge covered entities. Manufacturers are required to report the 340B ceiling prices each quarter.


Master Agreement with the Department of Veterans Affairs
    
U.S. law also requires any company that participates in the Medicaid rebate program and Medicare Part B and that wants its covered drugs paid for by certain federal agencies and grantees to enter into a Master Agreement with the VA. Under the Master Agreement, the company must offer its prescription innovator drugs for procurement under the Federal Supply Schedule (“FSS”) contracting program, and must charge certain agencies (VA,(the VA, Department of Defense, Public Health Service and the Coast Guard) no more than a statutory Federal Ceiling Price (“FCP”). The FCP is calculated based on Non-Federal Average Manufacturer Price (“NFAMP”("Non-FAMP") data we submit to the VA. FSS contracts include extensive disclosure and certification requirements and standard government terms and conditions with which we must comply. Products sold to the government under an FSS contract must comply with the requirements of the Trade Agreements Act regarding the allowable countries where a product is manufactured or “substantially transformed." Consistent with the VA’s interpretation of the Master Agreement, we have also entered into an agreement to pay rebates on coveredinnovator drug prescriptions dispensed to TRICARE beneficiaries by TRICARE network retail pharmacies.


Medicare Part D “Coverage Gap” Rebates


For certain innovator products, manufacturers must also enter into an agreement with the Secretary of HHS to provide rebates with respect to utilization of their products by certain Medicare Part D beneficiaries while those patients are within the Medicare Part D benefit “coverage gap.” Manufacturers are not required to submit separate pricing data under this program; the rebate amount is calculated by CMS based on Part D plans’plans “negotiated prices” paid to pharmacies.


Other Price Regulation and State Regulation


In addition to these technical government pricing regulation programs, drug    Drug pricing has come under increasing public scrutiny arising out of general concerns about high drug costs or price increases, and transparency of pricing and discounting practices within the pharmaceutical distribution system. Congress is considering various amendments to federal drug pricing laws, as well as new forms of pricing regulation. Several states including Maryland, Nevada, and California, have recently enacted laws that, prohibit “price gouging,”among other things, require manufacturers to report certain information concerning price increases exceeding certain amounts, and/pharmaceutical pricing or marketing practices or to provide advance notice of price increasesactions or applications for regulatory approvals to certain entities (referentities. Additionally, on November 27, 2020, CMS issued an interim final rule implementing a mandatory “Most Favored Nation” demonstration model to test reimbursement of drugs or biologicals under Medicare Part B based on international reference prices (such rule being enjoined by federal courts at this time). On December 12, 2019, the U.S. House of Representatives passed H.R. 3, The Elijah E. Cummings Lower Drug Costs Now Act, which, if enacted, would implement comprehensive measures related to drug pricing, including international reference pricing, as well as requiring manufacturers to pay a rebate on Part D drugs with price increases that outpace inflation. Refer to the risk factors under the headings "Limitations on
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reimbursement, continuing healthcare reforms, and changes to reimbursement methods in the United States and other counties may have an adverse effect on our financial condition and results of operations" and “If we fail to comply with the reporting and payment obligations under the Medicaid rebate program or other governmental purchasing and rebate programs, we could be subject to fines or penalties, which could have a material adverse effect on our financial condition and results of operations” in Item 1A. Risk Factors - Operational Risks Related to Operations for risks related to the above-mentioned programs).


Other U.S. Regulations and Organizations


We are subject to various other federal, state, non-governmental, and local agency rules and regulations. Compliance with the laws and regulations regarding the manufacture and sale of our current products and the discovery, development, and introduction of new products requires substantial effort, expense and capital investment. Other regulatory agencies, organizations, legislation, regulationregulations and laws that may impact our business include, but are not limited to:


Physician Payment Sunshine Act and Similar State Laws - This act requiresand similar state laws require certain pharmaceutical manufacturers to engage in extensive tracking of payments or transfers of value to physicians and teaching hospitals, maintenance of a payment database and public reporting of the payment data.
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Foreign Corrupt Practices Act of 1977 ("FCPA") - This act and other similar anti-bribery laws prohibit companies and their intermediaries from providing money or anything of value to officials of foreign governments, foreign political parties or international organizations with the intent to obtain or retain business or seek a business advantage.


Federal Trade Commission ("FTC")- This agency oversees the advertising and other promotional practices of consumer products marketers. The FTC considers whether a product’s claims are substantiated, truthful and not misleading. The FTC also reviews mergers and acquisitions of companies exceeding specified thresholds and investigates certain business practices relevant to the healthcare industry.


International Organization for Standardization ("ISO") - The ISO Standards specify requirements for a Quality Management System that demonstrates the ability to consistently provide products that meet customer and applicable regulatory standards and includes processes to ensure continuous improvement. Our infant formula manufacturing sites are ISO 9001-2008 Certified for Quality Management Systems. ISO inspections are conducted at least annually.


United States PharmacopeialPharmacopoeia Convention, Inc. ("USP") - The USP is a non-governmental, standard-setting organization. By reference, the FFDCA incorporates the USP quality and testing standards and monographs as the standard that must be met for the listed drugs, unless compliance with those standards is specifically disclaimed on the product’s labeling. USP standards exist for most Rx and OTC pharmaceuticals and many nutritional supplements. The FDA typically requires USP compliance as part of cGMP compliance.


Health Insurance Portability and Accountability Act ("HIPAA") - HIPAA is a set of regulations designed to protect personal information and data collected and stored in medical records. It established a national standard to be used in all doctors' offices, hospitals and other businesses where personal medical information is stored. In addition to protecting personal medical information, HIPAA also gives patients the right to view their medical records and request changes if the data is incorrect. We could be subject to criminal penalties if we knowingly obtain individually identifiable health information from a covered entity in a manner that is not authorized or permitted by HIPAA or for aiding and abetting the violation of HIPAA.


Consumer Product Safety Commission ("CPSC") - The CPSC has published regulations requiring child resistant packaging on certain products including pharmaceuticals and dietary supplements. The manufacturer of any product that is subject to any CPSC rule, ban, standard or regulation must certify that, based on a reasonable testing program, the product complies with CPSC requirements.

California Safe Drinking Water and Toxic Enforcement Act ("Prop 65") - Prop 65 is a toxic right-to-know warnings law that allows the state attorney general and private enforcers to sue on behalf of the public claiming the products in question sold in California violate the law by exposing consumers to chemicals in levels above those allowed by regulation without carrying warnings.

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California Consumer Privacy Act ("CCPA") - CCPA went into effective on January 1, 2020, which enhanced the data protection rights of residents in California. This law increases our responsibility and potential liability related to personal data of California residents that we process.
Anti-Bribery Laws - Various jurisdictions in which we operate have laws and regulations, including the U.K. Bribery Act 2010, aimed at preventing and penalizing corrupt and anticompetitive behavior.


Other State Agencies - We are subject to regulation by numerous other state health departments, insurance departments, boards of pharmacy, state controlled substance agencies, state consumer health and safety regulations, and other comparable state agencies, each of which have license requirements and fees that vary by state.


Regulation Outside the U.S.


We develop and manufacture products and market third-party manufactured products in regions outside the U.S., including Eastern and Western Europe, Israel, Canada, Mexico, Australia, countries in Asia, South America, and the Middle East, each of which has its own regulatory environment. The majority of our sales outside the U.S. are in the following categories: OTC/OTC and Rx pharmaceuticals, infant formulas, medical devices, dietary supplements, cosmetics, and cosmetics.oral self-care products. Other regulatory agencies, organizations and legislation that may impact our business include, but are not limited to:


Privacy Regulations - We are subject to numerous global laws and regulations designed to protect personal data, such as the European Union Directive on Data Protection (which will be replaced by the European Union General Data Protection Regulation (“GDPR”) from May 2018 onward). The GDPR will introduceintroduced more stringent data protection requirements in the European Union ("EU"),EU, as well as substantial fines for breaches of the data protection rules. The GDPR will increaseincreased our responsibility and potential liability in relation to personal data that we process, and we may be required tohave put in place additionalappropriate mechanisms to ensure compliancecomply with the GDPR.


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Transparency Laws - In various jurisdictions in which we operate, we are subject to the laws and regulations aimed at increasing transparency of financial relationships between healthcare professionals and pharmaceutical/medical device manufacturers.
These acts require certain pharmaceutical manufacturers to engage in extensive tracking of payments or transfers of value to healthcare professionals.


Anti-Bribery Laws - Various jurisdictions in which we operate have laws and regulations, including the U.K. Bribery Act 2010 and the Irish Criminal Justice (Corruption Offenses) Act 2018, aimed at preventing and penalizing corrupt and anticompetitive behavior.

Rules and Regulations Infant Formula - Outside of the U.S., country-specific regulations define the requirements that we must comply with regarding the manufacturing, testing, labeling, packaging, storage, distribution, and promotion of infant formula. We are subject to ongoing periodic inspection through these complex regulations, including by the FDA and other regulatory agencies such as the Canadian Food Inspection Agency ("CFIA").

European Union


OTC and RxPrescription Pharmaceuticals


The European pharmaceutical industry is highly regulated and much of the legislative and regulatory framework is driven by the European Parliament and the European Commission. This has many benefits, including the potential to harmonize standards across the complex European market. However, obtaining regulatory agreement across member states presents complex challenges that can lead to delays in the regulatory process.


In the EU, as well as many other locations around the world, the manufacture and sale of medicinal products are regulated in a manner substantially similar to that of the U.S. requirements, which generally prohibit the handling, manufacture, marketing, and importation of any medicinal product unless it is properly registered in accordance with applicable law. The registration file relating to any particular product must contain data related to product efficacy and safety, including results of clinical testing and/or references to medical publications, as well as detailed information regarding production methods and quality control. Health ministries are authorized to cancel the registration of a product if it is found to be harmful or ineffective or if it is manufactured or marketed other than in accordance with registration conditions.


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Between 1995 and 1998, the over-arching regulation that governs medicinal products was revised in an attempt to simplify and harmonize product registration. This revised legislation introduced the mutual recognition procedure (“MRP”), whereby after approval of a marketing authorization by regulatory authorities in the reference member state (“RMS”), additional marketing authorizations could be submitted to other concerned member states to obtain a product license. In November 2005, the medicinal product legislation was further revised to introduce the decentralized procedure (“DCP”), whereby marketing authorizations are submitted simultaneously to the RMS and select concerned member states. In 2005, the EMA also opened up the centralized procedure to sponsors of marketing authorizations for generic medicinal products. Unlike the MRP and DCP, the centralized procedure results in a single marketing authorization and product labeling across all member states that will allow a sponsor to file for individual country reimbursement and make the medicine available in all the EU countries listed on the application. Marketing authorizations and subsequent product licenses are granted to applicants only after the relevant health authority issues a positive assessment of quality, safety and efficacy of the product.


In addition to obtaining marketing authorization for each product, all member states require that a manufacturer’s facilities obtain approval from an EU Regulatory Authority. The EU has a code of GMP that each manufacturer must follow and comply with. Regulatory authorities in the EU may conduct inspections of the manufacturing facilities to review procedures, operating systems and personnel qualifications. We believe that our policies, operations and products comply in all material respects with existing regulations to which our operations are subject.
    In 2011, it was first proposed that the EU Member States had to transposetransition to the European Falsified Medicines Directive (the “Directive”). The Directive was subsequently written into national law byon January 2, 2013. The transposition process is now complete.Directive made reference to a Delegated Act (the Delegated Act lists the detailed requirements for manufacturers). The Delegated Act was finalized and published in February 2017, and it provided for a two-year implementation period. We are in compliance with the Delegated Act. The provisions of the Directive are intended to reduce the risk of counterfeit medicines entering the supply chain and also to ensure the quality of API manufactured outside of the EU. The Directive required the serialization of all Rx and some OTC products, similar to the DSCSA in the U.S.
The European Commission passed legislation requiring new product packaging ‘safety features’ to prevent falsification of medicinal products primarily within the prescription medicines sector. All marketing authorization holders in the EU member states and EEA members Norway, Iceland, Liechtenstein and Switzerland were required to introduce the necessary changes by February 9, 2019 (or risk forfeiting their product licenses). However, manufacturers based out of Greece, Belgium and Italy have an extended timeline until February 9, 2025 to implement the serialization guidelines as they already feature similar requirements on their current drug packages.
In the EU, member states regulate the pricing of prescription medicinal products, and in some cases, the formulation and dosing of products. This regulation is handled by individual member state national health services. These individual regulatory bodies can result in considerable price differences and product availability among member states. The implementation of tendering systems for the pricing of pharmaceuticals in several countries generally impacts drug pricing for generics; generally, “tendering” refers to a system that requires bids to be submitted to the government by competing manufacturers to be the exclusive, or one of a few, suppliers of a product in a particular country.
Data exclusivity provisions exist in many countries, although the application is not uniform. In general, these exclusivity provisions prevent the approval and/or submission of generic drug applications to the health authorities
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for a fixed period of time following the first approval of the brand-name product in that country. As these exclusivity provisions operate independently of patent exclusivity, they may prevent the submission of generic drug applications for some products even after the patent protection has expired.
The requirements deriving from European pharmacovigilance regulation are constantly expanding due to increasing guidance on good vigilance practices and increased communication on inspectors’ expectations. Pharmacovigilance fee regulation became effective in late 2014 to support health authority assessment of pharmacovigilance safety evaluation reports, study protocols for post authorization safety studies and referrals. Once approved, the advertising of pharmaceuticals in the EU is governed by national regulations and guidelines. Within certain member states this is overseen by a self-certification process whereas in others national governance bodies approve material prior to release.


The wholesale distribution of medicinal products is an important activity in the integrated supply chain management. The quality and the integrity of medicinal products can be affected by a lack of adequate control. To
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this end, the EU Commission has published guidelines on Good Distribution Practice of medicinal productsMedicinal Products for human useHuman Use in 2013. The present guidelines are based on Articles 84 and 85b(3) of medicinal products for human use directive.


Medical Devices


The EU has enacted into law numerous directives and adopted many harmonizing standards pertaining to a wide range of industrial products, including medical devices. Medical devices that comply with the requirements of applicable directives are entitled to bear the CE marking of conformity, which indicates that the device conforms to the applicable requirements of the directives and, accordingly, can be commercially distributed throughout Europe. The method of assessing conformity varies depending on the class of the product, but normally involves a combination of self-assessment by the manufacturer and a third-party assessment by a Notified Body, an organization accredited by a member state. Assessment by a Notified Body includes an audit of the manufacturer’s quality system and may also include specific testing of the product. This assessment is a prerequisite for a manufacturer to commercially distribute the product throughout the EU. On May 25, 2017, the EU’s Medical Device Regulation (the “MDR”) became effective, with a three year transitional period until full application. The date of application of the MDR, and as a result the date of repeal of the existing Medical Device Directives (the "MDDs"), has been deferred by 12 months to May 26, 2021 due to the COVID-19 pandemic. All Class I (low risk) medical devices need to comply with the MDR by May 26, 2021, and all medical devices sold in the EU will need to be approved under the MDR by May 26, 2025. Notified Bodies, which are organizations accredited by a member state, can continue to approve medical devices under the MDDs until May 26, 2021. Beginning on May 27, 2021, Notified Bodies will no longer be able to approve new medical devices under the MDDs or approve notifications of “substantial” design changes, including changes to labeling/packaging, changes to the manufacturing process, or the addition of new features and functionality, to medical devices that were approved under the MDDs.


Only Notified Bodies that have been designated under the MDR can carry out conformity assessment procedures, and only for certain types of devices listed by the product codes in their designation. This designation process is a lengthy and costly process, resulting in a shortage of certified notified bodies. In connection with the extension of the MDR application date discussed above, Notified Bodies designated under the prior MDD regime were allowed to continue their related governance of medical devices for one additional year, until May 25, 2021, subject to them having a designation under MDD in place throughout this time. The current regulations are not clear on the treatment of the existing certificates granted by Notified Bodies with designations that have expired during this extension period.

Dietary Supplements and Cosmetics


Complying with the legislative framework for dietary supplements and cosmetics in the EU remains challenging as a result of changing EU regulations, diverging national regulations from EU regulations, and diverging regulations between EU member states.

Dietary supplements are subject to several regulations that inform the selection of ingredient levels and how products can be described on packaging and in advertising. These regulations include: Food Supplements Directive 2002/46/EC, Food Information to Consumers Regulation (EU) No 1169/2011, Permitted Vitamins and Minerals Regulation (EC) 1170/2009, Food Additives Regulation (EC) 1333/2008, Nutritional & Health Claims Regulation (EC) No 1924/2006, the Foods Intended for Particular Nutritional Uses Directive 2009/39/EC, and Regulation (EU) 609/2013.


EU rules on nutrition and health claims, which were established by Regulation EC 1924/2006, apply to any nutritional or health claim by a manufacturer. The objective of the regulation is to ensure that claims made in food labeling or advertising are clear, accurate and based on scientific evidence. The European Food Safety Authority, an advisory panel to the European Commission, performs all scientific assessments of health claims on food and supplement labels. An EU register of nutrition and health claims exists to document approved, pending, and rejected claims.


Cosmetics

Cosmetic products in the EU market must comply with Regulation EC No. 1223/2009. This regulation requires manufacturers to prepare a product safety report prior to placing a cosmetic product in the market. In addition, for each cosmetic product placed in the market, a “responsible person” must be designated to oversee compliance with the regulation’s reporting requirements. Commission Regulation EU No. 655/2013 establishes the common criteria and justification for claims to be used in the packaging and advertising of cosmetics products.

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EmployeesBiocides


AsBiocides in the EU market must comply with Regulation EU No. 528/2012 ("EU BPR") overseen by the European Chemicals Agency. Contrary to medicines, biocides are not exempted from chemical legislation such as the Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals No. 1907/2006 and the Regulation on Classification, Labelling and Packaging Regulation of substances and mixtures EC No. 1272/2008. The EU BPR improves the functioning of the biocidal products market in the EU, while ensuring a high level of protection for humans and the environment through the implementation of a harmonized system at Union level. Biocides are currently transitioning from a national-based system to a European system. The transition involves the gradual integration and approval or re-approval of existing active substances, followed by the pre-market authorization of biocidal finished products. This means all biocidal products will need to complete the reauthorization process, with the assessment focusing on efficacy and safety of the biocides on the European market.

General Product Safety Directive

The General Product Safety Directive (2001/95/EC) complements sector-specific legislation such as rules that apply to electrical and electronic goods, chemicals, and other specific product groups. Together, the General Product Safety Directive and sector specific legislation ensure the safety and traceability of products in the market (other than pharmaceuticals, medical devices, and food which are regulated under separate legislation). If our products fail to meet the General Product Safety Directive, we may incur fines.

Additional Global Regulations and Considerations

We must comply with a variety of U.S. laws related to doing business outside of the U.S., including but not limited to, Office of Foreign Asset Controls; United Nations and EU sanctions; the Iran Threat Reduction and Syria Human Rights Act of 2012; rules relating to the use of certain “conflict minerals” under Section 1502 of the Dodd- Frank Wall Street Reform and Consumer Protection Act; and regulations enforced by the U.S. Customs and Border Patrol. Changes in laws, regulations, and practices affecting the pharmaceutical industry and the healthcare system, including imports, exports, manufacturing, quality, cost, pricing, reimbursement, approval, inspection, and delivery of healthcare, may affect our business and operations. International sanctions and boycotts of our products could also impact our sales and ability to export our products.

In recent years, there has been growing concern about the use and misuse of opioids and related products in the United States and around the world. Natural and synthetic opioids have analgesic and sedative effects, and are commonly prescribed by medical professionals for the temporary management of pain. Clinically weaker opioid analgesics, such as products containing codeine, are available from pharmacists in certain jurisdictions without a doctor’s prescription. However, a number of jurisdictions have implemented or are considering restrictions on OTC products containing codeine. For example, in 2018, Australia reclassified codeine to require a prescription, and regulators in Ireland and the UK may be evaluating similar actions. Certain formulations of the branded pain medications we sell in certain non-U.S. jurisdictions contain codeine. Restrictions or prohibitions on the sale of OTC products containing codeine could affect our CSCI segment in future periods.

Tax Regulations

Recent Changes to Tax Laws, Regulations and Related Interpretations

The Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, has recommended changes to numerous long-standing tax principles relating to Base Erosion and Profit Shifting ("BEPS"). These changes are being adopted and implemented by many of the countries in which we do business and may increase our tax expense in these countries. For example, Ireland implemented "controlled foreign corporation legislation" effective January 1, 2019 as required by the EU Anti-Tax Avoidance Directive ("ATAD") and effective January 1, 2020 has implemented "anti-hybrid legislation." In 2021, Ireland also intends to implement “interest limitation rules”, which are expected to take effect on January 1, 2022, as well as to update the recently implemented anti-hybrid legislation to incorporate the “anti-reverse-hybrid” recommendations contained in ATAD II.

On December 22, 2017, the U.S. enacted the U.S. Tax Cuts and Jobs Act ("U.S. Tax Act"). The U.S. Tax Act includes several significant changes to existing U.S. tax laws that impact us. These changes include a corporate
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income tax rate reduction from 35% to 21%, full expensing of fixed assets placed in service in 2018 and the elimination or reduction of certain U.S. deductions and credits, including limitations on the deductibility of interest expense and executive compensation. The U.S. Tax Act also transitions international taxation from a worldwide system to a modified territorial system. This modified territorial system includes, among other items, base erosion prevention measures which have the effect of subjecting certain earnings of our U.S. owned foreign corporations to U.S. taxation as global intangible low-taxed income (“GILTI”) and the establishment of a minimum tax on certain payments from our U.S. subsidiaries to related foreign persons as base erosion and anti-abuse tax (“BEAT”). These changes became effective in 2018. The U.S. Tax Act also includes a one-time mandatory deemed repatriation tax on accumulated U.S. owned foreign corporations’ previously untaxed foreign earnings (“Transition Toll Tax”). The Transition Toll Tax can be paid over an eight-year period starting in 2018 and will not accrue interest. Based on the 2017 U.S. federal income tax return filed by the Company, the Transition Toll Tax was paid in full with the filing of our 2017 U.S. federal income tax return. During 2018, Treasury and the IRS issued various forms of guidance, including notices of proposed rule-making and proposed Treasury regulations, implementing and clarifying aspects of the U.S. Tax Act and other related topics, including the Transition Toll Tax, BEAT, GILTI, foreign tax credit computations, the full expensing of fixed assets placed in service in 2018, interest expense limitations under Section 163(j), deductibility of interest and/or royalty payments made by U.S. corporate taxpayers to foreign related parties in so-called “hybrid mismatch” arrangements under Section 267A, and the limitation of deductions for key executive compensation as determined under Section 162(m).

During the year ended December 31, 2018, we considered and evaluated Treasury and IRS guidance issued as described above and reflected certain changes in our income tax provision for 2018. In 2019, Treasury and the IRS issued final tax regulations (“Final Regulations”) on certain code sections that were introduced by, or changed as a result of, the U.S. Tax Act. The Final Regulations issued in 2019 did not result in material changes to the tax effect recorded in prior periods when proposed regulations were issued. We will continue to record the tax effects of any further proposed regulations in the quarters in which they are issued.

Our preliminary estimate of the impact of the U.S. Tax Act (including the Transition Toll Tax) was recorded as of December 31, 2017 and was subject to the finalization of management's analysis related to certain matters, such as developing interpretations of the provisions of the U.S. Tax Act, changes to certain estimates and amounts related to the earnings and profits of certain U.S. owned foreign subsidiaries and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the U.S. Tax Act required further adjustments and changes in our 2017 estimates, which did not have a material adverse effect on our business, results of operations or financial conditions. The final determination of the impact of the U.S. Tax Act (including the Transition Toll Tax) was completed in 2018, as required by SAB 118 (refer to Item 8. Note 15).

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act allowed for an increased interest expense limitation and depreciation deductions resulting in a reduction of income tax expense of approximately $36.6 million for tax years 2019 and 2020. Additionally, Treasury and the IRS issued Proposed and Final Regulations in 2020 regarding interest expense limitations under Section 163(j). These regulations adjust the definition of interest expense and items allowable in adjusted taxable income to calculate the annual interest deduction limitation. Perrigo has applied the updated regulations resulting in a reduction of income tax expense of approximately $8.9 million during 2020.

Foreign Incorporation Considerations

Although we had approximately 10,400 full-timeare incorporated in Ireland, the IRS may not agree with the conclusion that we are treated as a foreign corporation for U.S. federal tax purposes. For Perrigo Company plc to be treated as a foreign corporation for U.S. federal tax purposes under section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), either (i) the former stockholders of Perrigo Company must own (within the meaning of section 7874 of the Code) less than 80% (by both vote and temporary employees worldwide,value) of which approximately 24% were coveredour stock by collective bargaining agreements.reason of holding shares in Perrigo Company (the "ownership test") as of the closing of the Elan acquisition or (ii) we must have substantial business activities in Ireland after the Elan acquisition (taking into account the activities of our expanded affiliated group). Upon our acquisition of Elan, Perrigo Company stockholders held 71% (by both vote and value) of our shares. We considerbelieve that under current law, we should be treated as a foreign corporation for U.S. federal tax purposes. However, we cannot assure that the IRS will agree with our employee relations generally satisfactory.position that the ownership test is satisfied. There is limited guidance regarding the section 7874 provisions, including the application of the ownership test. Based on the limited guidance available, we currently expect that Section 7874 of the Code likely will limit our and our U.S. affiliates’ ability to use their U.S. tax attributes, such as net operating losses, to offset certain U.S. taxable income, if any, generated by the

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Perrigo Company plc - Item 1
Regulation

Elan acquisition or certain specified transactions for a period of time following the Elan acquisition (refer to Item 8. Note 15).

Available Information


Our principal executive offices are located at TreasuryThe Sharp Building, Lower Grand Canal Street,Hogan Place, Dublin 2, Ireland,D02 TY74, and our North American base of operations is located at 515 Eastern Avenue, Allegan, Michigan 49010. Our telephone number is +353 1 7094000. Our website address is www.perrigo.com, where we make available free of charge our reports on Forms 10-K, 10-Q and 8-K, including any amendments to these reports, as soon as reasonably practicable after they are electronically filed with or furnished to the U.S. Securities and Exchange Commission ("SEC"). These filings are also available to the public at www.sec.gov and www.isa.gov.il.


ITEM 1A.
ITEM 1A.    RISK FACTORS


SUMMARY OF RISK FACTORS

Operational Risks
We face vigorous competition from other pharmaceutical and consumer packaged goods companies, which may threaten the demand for and pricing of our products.
If we do not continue to develop, manufacture, and market innovative products, introduce new line extensions, and expand into adjacent categories that meet customer demands, our net sales may be negatively impacted and we may lose market share.
We operate in highly regulated industries, and any inability to timely meet current or future regulatory requirements could have a material adverse effect on our business and operating results.
Limitations on reimbursement, continuing healthcare reforms, and changes to reimbursement methods in the United States and other countries may have an adverse effect on our financial condition and results of operations.
If we fail to comply with the reporting and payment obligations under the Medicaid rebate program or other governmental purchasing and rebate programs, we could be subject to fines or penalties, which could have a material adverse effect on our business and operating results.
Unfavorable publicity or consumer perception of the safety, quality, and efficacy of our products could have a material adverse effect on our business.
Lack of availability, or significant increases in the cost, of raw materials used in manufacturing our products could have a material adverse effect on our profit margins and operating results.
The COVID-19 global pandemic and the public health and governmental actions in response could continue to have an adverse impact on our operations and could have an adverse impact on our business and financial condition in the future.
A disruption at any of our main manufacturing facilities could have a material adverse effect on our business, financial position, and results of operations.
Our business could be negatively affected by the performance of our collaboration partners and suppliers, and any such adverse impact could be material.
Our business depends upon certain customers for a significant portion of our sales, therefore our business would be adversely affected by a disruption of our relationship with these customers or any material adverse change in these customers' businesses. The risk of such impacts would be increased by continued consolidation in the sectors in which our customers operate.
Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, and our results may be volatile due to these or other circumstances beyond our control.
A cyber security breach, disruption or misuse of our information systems, or our external business partners’ information systems could have a material adverse effect on our business.
We are dependent on the services of certain key personnel.

Strategic Risks
We may not realize the benefits of business acquisitions, divestitures, and other strategic transactions, which could have a material adverse effect on our operating results.
We have acquired significant assets that could become impaired or subject us to losses and may result in an adverse impact on our results of operations.
There can be no assurance that our strategic initiatives will achieve their intended effects.

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Perrigo Company plc- Item 1A
Risk Factors
Global Risks
Our business, financial condition, and results of operations are subject to risks arising from the international scope of our operations.
We operate in jurisdictions that could be affected by economic and political instability, which could have a material adverse effect on our business.
The international scope of our business exposes us to risks associated with foreign exchange rates.

Litigation and Insurance Risks
We are or may become involved in lawsuits and may experience unfavorable outcomes of such proceedings.
Increased scrutiny on pricing practices and competition in the pharmaceutical industry, including antitrust enforcement activity by government agencies and class action litigation, may have an adverse impact on our business and results of operations.
Third-party patents and other intellectual property rights may limit our ability to bring new products to market and may subject us to potential legal liability, which could have a material adverse effect on our business and operating results.
The success of certain of our products depends on the effectiveness of measures we take to protect our intellectual property rights and patents.
Our ability to achieve operating results in line with published guidance is inherently subject to numerous risks and other factors beyond our control. Publishing earnings guidance subjects us to risks, including increased stock volatility, that could lead to potential lawsuits by investors.
Significant increases in the cost or decreases in the availability of the insurance we maintain could adversely impact our operating results and financial condition.

Tax Related Risks
The resolution of uncertain tax positions, including the Notices of Proposed Adjustments and Notice of Assessment, could be unfavorable, which could have an adverse effect on our business.
Changes to Operationstax laws and regulations or the interpretation thereof could have a material adverse effect on our results of operations and the ability to utilize cash in a tax efficient manner.

Our effective tax rate or cash tax payment requirements may change in the future, which could adversely impact our future results of operations.

Capital and Liquidity Risks
Our indebtedness could adversely affect our ability to implement our strategic initiatives.
We cannot guarantee that we will buy back our ordinary shares pursuant to our announced share repurchase plan or that our share repurchase plan will enhance long-term shareholder value.
Any additional shares we may issue could dilute your ownership in the Company.
We are incorporated in Ireland; Irish law differs from the laws in effect in the United States and may afford less protection to, or otherwise adversely affect, our shareholders.
We may be limited in our ability to pay dividends or repurchase shares in the future.

Operational Risks

We face vigorous competition from other pharmaceutical and consumer packaged goods companies, thatwhich may threaten the commercial acceptancedemand for and pricing of our products.


We operate in a highly competitive environment. Our products compete against store brand, generic, and branded pharmaceuticals. Competition is also impacted by changes in regulationshealth and governmentwellness products. If we are unable to compete successfully, our business may lose customers or face negative pricing programs that may give competitors an advantage.pressures. In particular:


As a manufacturer of generic versions of brand-name drugs through our CHCAOur CSCA, CSCI and RX segments weeach experience direct competition from brand-nameother drug companies, including brand name companies, that may try to prevent, discourage or delay the use of generic versionsour products through various measures, including introduction of new branded products, legislative initiatives, changing dosage forms or dosing regimens, regulatory processes, filing new patents or patent extensions, lawsuits, citizens’ petitions, and attempts to generate negative publicity prior to our introduction of a genericnew competitive product. Moreover, other companies may produce the same products as us, sometimes sold at dramatically lower margins in order to gain market share. Other companies may also introduce new drugs or drug delivery techniques that make our current products less desirable. In addition, brand-namein the RX segment, competitors may lower their prices to compete with generic products, increase advertising, or launch either through an affiliate or licensing arrangements with another company, an authorized generic at or near the time the first generic product is launched, depriving the generic product of potential market exclusivity.
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Perrigo Company plc- Item 1A
Risk Factors

Our CHCA and RX segments may experience increased price competition as other generic companies produce the same product, sometimes for dramatically lower margins The FDA's increasing acceptance of in ordervitro studies, rather than human clinical studies, to gain market share. Other generic companies may introduce new drugs and/or drug delivery techniques that make our current products less desirable. A drug may be subject to competition from alternative therapies during the periodsupport bioequivalence of patent protection or regulatory exclusivity, and thereafter, we may be subject to further competition from generic products or biosimilars.
may lead to increased production of products that compete with Perrigo's generic product portfolio.

The pharmaceutical industry is consolidating. This creates larger competitors and places further pressure on prices, development activities, and customer retention. Our animal health category within the CHCA segment has seen an increase in direct to consumer advertising by several branded competitors, which may increase in the future, and our nutritionals category has experienced increased competition through alternative channels such as health food stores, direct mail and direct sales.

We develop and distribute branded products primarily through our CHCI segment. We experience competition from other brand-name drug companies, many of which are larger and have more resources to devote to advertising and marketing. These direct competitors may be able to adapt more quickly to changes in customer requirements. Our current and future competitors mayrequirements or develop products comparable or superior to those offered by us at more competitive prices.

Competition in the pharmaceutical space may also be impacted by changes in regulations and government pricing programs that may give certain competitors an advantage.
Perrigo Company plc- Item 1A
Risk Factors

Our CHCA and RX segments also experience competition from our generic competitors, some of whom are significantly larger than we are, who may develop their products more rapidly or complete regulatory approval processes sooner, or may market their products earlier than we do.

If we are unable to compete successfully, our business will be harmed through loss of customers or increased negative pricing pressure that would adversely affect our ability to generate revenue and adversely affect our operating results.


If we do not continue to develop, manufacture, and market innovative products, introduce new line extensions, and expand into adjacent categories that meet customer demands, we may lose market share and our net sales may be negatively impacted.impacted and we may lose market share.


Our continued    The growth of our business is due in large part to our ability to develop, manufacture, and market products that meet customer requirements for quality, safety, efficacy, and cost effectiveness. Continuous introductionscost-effectiveness. Margins for existing products tend to decline over time due to aging product life cycles, changes in consumer preferences, pricing pressure from customers, and increased competition. Accordingly, our business model relies heavily on the continuous introduction of newinnovative products and new product categories are critical to our business.categories. If we do not continue to develop, manufacture, and market new products, we could lose market share, and our net sales may be negatively impacted. See Item 1. Business - Research and Development for more information.

We maintain a diversified product line to function as a primary supplier for our customers. Capital investments are driven by growth, technological advancements, cost improvement and the need for manufacturing flexibility. Our future capital expenditures could vary materially due to the uncertainty of these factors. In addition,or if we fail to stay current with the latest manufacturing information, and packaging technology, we may be unable to competitively support the launch of new product introductions.

Our product margins may decline over time due to our products' aging life cycles, changes in consumer choice, changes in competition for our existing products, or the introduction of next generation innovative products; therefore, new product introductions are necessary to maintain our current financial condition. If we are unable to continue to create new products, we maycould lose market share, or experience pricing pressure, and our net sales may be negatively impacted.affected.


We must prove that the regulated generic drug products in our CHCA and RX segments are bioequivalent to their branded counterparts, which may require bioequivalence studies, and in the case of topical products, even more extensive clinical endpoint trials to demonstrate their efficacy. The development and commercialization process, particularly with respect to innovative products, is both time consuming and costly, and subject to a high degree of business risk. Products currently under development may require re-design to meet evolving FDAregulatory standards, may not perform as expected, may not pass required bioequivalence studies, or may be the subject of intellectual property challenges. Necessary regulatory approvals may not be obtained in a timely manner, if at all. Any of these events may negatively impact our net sales.

Even if we are successful in developing a product, our customers' failure to launch one of our products successfully, or delays in manufacturing developed products, could adversely affect our operating results. In addition, the FDA or similar regulatory agency couldagencies may impose higher standards andor additional requirements, as a condition to clearing new products, such as requiring more supporting data and clinical data than previously required, in order to gain regulatory clearance to launch new formulations into the market, which could negatively impact our future net sales.
Our CHCA In our CSCA and CHCIRX segments, we must prove that the regulated generic drug products in these segments are impacted by changesbioequivalent to their branded counterparts, which may require bioequivalence studies, and, in consumer preferences. If we are unablethe case of topical products, even more extensive clinical endpoint trials to adaptdemonstrate their efficacy, and the failure to these changes, we may lose market share and our net sales may be negatively impacted.

While the market for store brand products has grown in recent years, there can be no assurance that the pace of this growth will continue. Consumer preferences related to health and nutritional concerns may change, whichdo so could negatively impact demand for our CHCA and CHCI products or cause us to incur additional costs to change our products or product packaging.

The future growth and stability of U.S. store brand market share will be impacted, in part, by general economic conditions, which can influence consumers to switch to and from store brand products. Our CHCA segment sales could be negatively affected if economic conditions improve and consumers return to purchasing higher-priced brand-name products. Conversely, while store brand products present an
Perrigo Company plc- Item 1A
Risk Factors

alternative to higher-priced branded products, if economic conditions deteriorate, our CHCA segment sales could be negatively impacted if consumers forgo obtaining healthcare or reduce their healthcare spending.

Our CHCI segment's success is dependent on the continued growth in demand for its lifestyle products, which include weight-loss products and various dietary supplements. If demand for these products decreases, our CHCI segment's results of operations would be negatively impacted.

Our CHCA customers may request changes in packaging to meet consumer demands, which could cause us to incur inventory obsolescence charges and redesign costs, which in turn wouldalso negatively impact our CHCA segment's results of operations.
sales.

Our infant formula product category within our CHCA segment is subject to changing consumer preferences and health and nutrition-related concerns. Our business depends, in part, on consumer preferences and choices, including the number of mothers who choose to use infant formula products rather than breastfeed their babies. To the extent that private, public, and government sources may promote the benefits of breastfeeding over the use of infant formula, there could be a reduced demand for infant formula products. We could also be adversely impacted by an increase in the number of families that are provided with infant formula by the U.S. federal government through the Women, Infants and Children program, as we do not participate in this program.

We operate in highly regulated industries, and any inability to timely meet current or future regulatory requirements could have a material adverse effect on our business financial position, and operating results.


We operate in highly regulated industries in numerous countries and are subject to the regulations of a variety of U.S. and non-U.S. agencies related to the manufacturing, processing, formulation, packaging, labeling, testing, storing, distribution, import, export, advertising, and sale (including cost, pricing and reimbursement) of our products, as described in detail in Item 1. Business - Government Regulation and Pricing. Government regulationChanges in laws, regulations, and practices in the marketscountries in which we operate, impactswhich may be impacted by political pressure and other factors outside of our business,control, may be difficult or expensive for us to comply with, could restrict or delay our ability to manufacture, distribute, sell or market our products, and may adversely affect our revenue, operating results, and financial condition or impose significant administrative burdens. Divergence in regulatory approach from country to country, and between the EU and individual member states, adds cost and complexity to the compliance framework; and differences in requirements and/or implementation dates in different jurisdictions may provide competitive advantages to manufacturers that operate in other locations. If our products fail to meet regulatory requirements, our sales may be adversely affected, we may incur fines and penalties, and our future results could be materially adversely affected by changes in such regulations or policies.exposure to liability relating to product-based claims may increase. Below are some examples of the ways in which government regulation couldregulatory risk may impact our business and/or financial results:us:


We must obtain approval from the appropriate regulatory agencies in order to manufacture and sell our products in the regions in which we operate. Obtaining this approval can be time consuming and costly. ThereWhen we submit an application for market authorization, there can be no assurance that in the event we submit anregulator will approve that application for a marketing authorization to any global regulatory agency, we will obtain the approval to market a product and/or that we will obtain it on a timely basis. Laws unique to the basis or at all.
U.S. regulatory framework encouragelaw encourages generic competition by providing eligibility for first generic marketing exclusivity if certain conditions are met. If we are granted generic exclusivity, the exclusivity may be shared with other generic companies, including authorized generics; or it is possible that we may forfeit 180-day exclusivity if we do notfail to obtain
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Perrigo Company plc- Item 1A
Risk Factors
regulatory approval orand begin marketing the product within the statutory requirements. Finally, ifIf we are not the first to file our ANDA, the FDA may grant 180-day exclusivity to another company, thereby effectively delaying the launch of our product and/or possibly reducing our market share.

Global regulatory agencies regularly inspect our manufacturing facilities and the facilities of our third-party suppliers. The failure of one of ourthese facilities or a facility of one of our third-party suppliers, to comply with applicable laws and regulations may lead to a breach of representations made to our customers, or to regulatory or government action against us related to the products made in that facility. Such action could includefacility, including suspension of or delay in regulatory approvals. If the compliance violations are severe, agencies of the government may initiateapprovals and product seizure, injunction, recall, suspension of production or distribution of our products, loss of certain licenses or other governmental penalties, or civil or criminal prosecution, thereby impactingwhich could result in increased cost, lost revenue, or reputational damage.
In 2020, regulatory agencies globally, including the reputation of allFDA and EMA, issued guidance on assessing and controlling nitrosamine impurities in medicine products. We are undertaking a review of our products.product portfolio in accordance with regulatory guidance to assess the risk of the presence of nitrosamine impurities. Any finding of nitrosamine impurities exceeding levels set by regulatory authorities may require us to adopt modified product sourcing and/or manufacturing processes or to initiate product withdrawal.

In the U.S., the DSCSA requires development of an electronic pedigree to track and trace each prescription drug at the salable unit level through the distribution system, which will be effective incrementally over a 10-year period beginning on January 1, 2015, for manufacturers, wholesale distributors, and re-packagers, and on July 1, 2015 for dispensers. Similarly, the European Commission passed legislation requiring new product packaging ‘safety features’ to prevent falsification of medicinal products primarily within the
Perrigo Company plc- Item 1A
Risk Factors

prescription medicines sector. The act was adopted February 9, 2016. EU member states (with the exception of Belgium, Italy and Greece), and EEA members Norway, Iceland, Liechtenstein and Switzerland must be in compliance within three years, or by February 9, 2019.  Belgium, Italy, and Greece have until February 9, 2025 to comply. Marketing Authorization holders will have three years from the publication date to implement the necessary changes or risk forfeiting their product licenses. Compliance with the new U.S. and EU electronic pedigree requirements may increase our operational expenses and impose significant administrative burdens.

Global regulatory agencies highly scrutinize any product application submitted to switch a product from physician prescribed Rx to unsupervised OTC use by the general public. The expansion of Rx-to-OTC switches isare critical to our future growth. Reluctance ofIf regulatory agencies fail to approve Rx-to-OTC switches in new product categories or reassess the terms of existing OTC classifications, our growth prospects and product mix would be impaired. Further, regulatory agencies may reassess the terms of OTC classification if they perceive a shift in the previously assessed benefit/risk profile. Any such reassessment could impact that growth.lead to OTC products reverting to prescription.

Our infant formula products may be subject to barriers or sanctions imposed by countries or international organizations limiting international trade and dictating the specific content of infant formulasuch products. Governments couldIf governments enhance regulations on the infant formula industry aimed at ensuring the safety and quality of dairy products, including, but not limited to,by, for example, requiring additional testing or compulsory batch-by-batch inspection, our sales and testing for additional safetyoperating margins in this category could be adversely affected.
The regulation of controlled substances and quality issues. Such inspectionsList I chemicals complicates our supply chain, and testingadverse regulatory actions may increaseresult in temporary or permanent interruption of distribution of our operating costs related to infant formula products.

products, withdrawal of our products from the market, or other penalties. If we are unable to successfully obtain the necessary quotaquotas for controlled substances and List I chemicals, we risk having delayed product launches or failing to meet commercial supply obligations.
As described in Item 1. Government Regulation and Pricing, beginning on May 26, 2025, all medical devices sold in the EU will need to be approved under the MDR, with certain device categories requiring compliance sooner, and there is currently a shortage in the number of Notified Bodies authorized to carry out conformity assessments required thereunder. If we are unablefail to comply with regulatory requirements for controlled substances and List I chemicals,secure a notified body certificate under MDR, this will impact our ability to keep our medical devices in the DEA, or similar regulatory agency, may take regulatory actions, resulting in temporary or permanent interruptionEU market. Moreover, the designation of distributiona notified body certifying certain of our products withdrawalexpired during the pandemic-related deferral of the MDR regulations, and its designation status moving forward is unclear. While we do not expect a material impact on our products from the market, or other penalties.

In orderbusiness, there can be no assurances that our ability to commercially distribute oursell these medical device productsdevices in the EU they need to conform with the requirements of applicable EU directives. The method of assessing conformity varies dependingwill not be interrupted, slowed or otherwise adversely affected.

Limitations on the class of the product, but normally involves a combination of self-assessment by the manufacturer and a third-party assessment by a Notified Body, an organization accredited by a member state, which includes an audit of the manufacturer’s quality system and, for some products, specific product testing. If our products fail to meet the applicable EU directives, then we may not meet our projected growth targets and/or incur fines and penalties.

Our operations extend to numerous countries outside the U.S. and are subject to the risks inherent in conducting business globally and under the laws, regulations, and customs of various jurisdictions. These risks include compliance with a variety of national and local laws of countries in which we do business, such as restrictions on the import and export of certain intermediates, drugs, and technologies. We must also comply with a variety of U.S. laws related to doing business outside of the U.S., including Office of Foreign Asset Controls; United Nations and EU sanctions; the Iran Threat Reduction and Syria Human Rights Act of 2012; and rules relating to the use of certain “conflict minerals” under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Further changes in laws, regulations, and practices affecting the pharmaceutical industry and thereimbursement, continuing healthcare system, including imports, exports, manufacturing, quality, cost, pricing, reimbursement, approval, inspection, and delivery of healthcare, may affect our business and operations.

Changes in existing regulations or the adoption of new regulations in the countries in which we operate could impose restrictions or delays on our ability to manufacture, distribute, sell or market our products, may be difficult or expensive for us to comply with, and may adversely affect our revenues, results of operations, or financial condition.

Perrigo Company plc- Item 1A
Risk Factors

Continuing Healthcare reforms, and related changes to reimbursement methods in and outside of the United States and other countries may have an adverse effect on our financial condition and results of operations.


Increasing healthcare expenditures have received considerable public attention in many of the countries in which we operate. In the U.S., government programs such as Medicare and Medicaid, as well as private insurers, have been focused on cost containment. In some markets in the EU and outside the U.S., the government provides healthcare at low direct cost to consumers and regulates pharmaceutical prices or patient reimbursement levels to control costs for the government-sponsored healthcare system. Both private and governmental entities are seeking ways to reduce or contain healthcare costs.costs through legislative and regulatory efforts, as further described in Item 1. Business - Federal Healthcare Programs and Drug Pricing Regulation, which could place further pricing pressure on our products and could negatively impact our results of operations.


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Perrigo Company plc- Item 1A
Risk Factors
For Medicaid programs, many of our products are considered non-innovator products and therefore are subject to Medicaid federal upper limits ("FUL"). Our products generally are subject to state Medicaid program payment methodologies, and may be subject to reimbursement pressures, and in some cases, those pressures may result from practices outside of our control, including how our competitors price their equivalent products. State Medicaid programs are continuing to evaluate their payment methods, and we cannot predict how the FUL or state payment methodologies will affect our pharmacy customers or to what extent these customers may seek additional discounts in light of reimbursement changes in the future. We also cannot predict how the sharing of FUL data and retail survey prices may impact competition in the marketplace in the future.

Our RX segment in particular could be materially adversely impacted by measures taken by governmental entities or private insurers to restrict patients' access to our products or increase pressure on drug pricing, including denial of price increases, prospective and retrospective price decreases, and increased mandatory discounts or rebates. These actions may drive us and our competitors to decrease prices or may reduce the ability of customers to pay for our products, which could materially negatively impact the RX segment's results of operations.


If we fail to comply with the reporting and payment obligations under the Medicaid rebate program or other governmental purchasing and rebate programs, we could be subject to fines or penalties, which could have ana material adverse effect on our financial conditionbusiness and results of operations.operating results.


As described inItem 1. Business - MedicaidFederal Healthcare Programs and Drug Rebate ProgramsPricing Regulation, we have entered into various government drug pricing agreements with the U.S. government. There are inherent risks associated with participating in these programs, including the following:

By their nature, these programs require us to provide discounts and rebates and therefore reduce our net product revenues.revenue. Further, because the amounts of these discounts are based on our commercial sales practices and can be adversely affected by both significant discounts and price increases, it is important that weany failure to maintain pricing practices that appropriately take into account these government pricing programs.programs could have an adverse effect on our condition and results of operations. There are other inherent risks associated with participating in these programs, including the following:


We are required to report pricing data to CMS, including AMP, on a monthly and quarterly basis and BP and ASP on a quarterly basis. We also are required to report quarterly and annual Non-FAMPs to the VA. If we fail timely to submit required information, on a timely basis, make misrepresentations in pricing or product data, or are found to have knowingly submitsubmitted false information to the government as to AMP, ASP, or BP,certain pricing disclosures, we may be liable for substantial civil monetary penalties orand subject to other enforcement actions, such as under the False Claims Act,including possible exclusion from U.S. federal healthcare programs, and CMS may terminate our Medicaid drug rebate agreement. In that event, U.S. federal payments may not be available under Medicaid or Medicare Part B for our covered outpatient drugs.

Because many of our products may be subject to Medicaid FULs or CMS’s new Medicaid “actual acquisition cost” payment methodology standard, our products may be subject to reimbursement pressures, and in some cases, those pressures may result from practices outside of our control, including how our competitors price their equivalent products. Based on our initial evaluation, we do not believe that the changes have had a material impact on our business. However, states are continuing to evaluate their payment methods, and we cannot predict how the new FUL or state payment methodologies will affect our pharmacy customers or to what extent these customers may seek additional discounts in light of reimbursement changes. We also cannot predict how the sharing of FUL data and retail survey prices may impact competition in the marketplace in the future.

Under the 340B program, if we failknowingly and intentionally overcharge covered entities, including in connection with a failure to provide required discounts to covered entities,offer refunds following 340B ceiling price restatements, we may be subject to refund claims or civil money penalties under that program.monetary penalties.

If we inadvertently overcharge the government in connection with our FSS contract or TriCare Agreement, whether due to a misstated FCPFederal Ceiling Price or otherwise, we would be required to refund the difference. Failure to make necessary disclosures and/or to identify contract overcharges can result in False Claims Act allegations or potential violations of other laws and regulations. Unexpected refunds to the government, and responses to a government investigation or enforcement action, are expensive and time-consuming, and could have a material adverse effect on our business, financial condition, results of operations, and growth prospects.
Perrigo Company plc- Item 1A
Risk Factors


Our reporting and payment obligations under the Medicaid rebate program and other governmental purchasingPricing and rebate programscalculations are governed by statutory and regulatory requirements that are complex, vary between products and may involve subjective decisions.programs, can change over time, and are subject to interpretation by us, governmental or regulatory agencies, and the courts. Our calculations and methodologies are subject to review by the governmental agencies, and it is possible that these reviews could result in challenges to our submissions. If we doWe cannot assure you that our submissions will not comply with those reporting and payment obligations, webe found by the government to be incomplete or incorrect, which could be subject toresult in civil and/or criminal sanctions, including fines, penalties, and possible exclusion from U.S. federal healthcare programs.


Unfavorable publicity or consumer perception of the safety, quality, and efficacy of our products could have a material adverse effect on our business.

We are dependent upon consumers' perception of the safety, quality, and efficacy of our products. Negative consumer perception may arise from media reports, social media posts, product liability claims, regulatory investigations, or recalls affecting our products or our industry, any of which may reduce demand.
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Perrigo Company plc- Item 1A
Risk Factors

Our products involve risks such as product contamination, spoilage, mislabeling, and tampering that could require us to recall one or more of our products. Serious product quality concerns could also result in governmental actions against us that, among other things, could result in the suspension of production or distribution of our products, product seizures, loss of certain licenses, delays in the issuance of governmental approvals for new products, or other governmental penalties.
We cannot guarantee that counterfeiting, imitation or other tampering with our products will not occur or that we will be able to detect and resolve it, which could lead to death or injury of consumers and negatively impact our reputation.
Our nutritional product category is subject to certain consumer preferences and health and nutrition-related concerns, including the number of mothers who choose to use infant formula products rather than breastfeed their babies, which could change based on factors including increased promotion of the benefits of breastfeeding over the use of infant formula by private, public and government sources and changes in the number of families that are provided with infant formula by the U.S. federal government through the Women, Infants and Children program which we do not participate in.
Our CSCI segment's financial success is dependent on positive brand recognition, which results in part from large investments in marketing over a period of years. The success of our brands may suffer if we do not continue to invest in marketing, or if our marketing plans or product initiatives are unsuccessful. In addition, an issue with one of our products could negatively affect the reputation of other products, potentially hurting our financial results.
With respect to our powdered infant formula products, a risk of contamination or deterioration may exist at each stage of the production cycle, including the purchase and delivery of raw materials, the processing and packaging of food products, and the use and handling by consumers, hospital personnel, and healthcare professionals. If certain of our infant formula products are found or alleged to have suffered contamination or deterioration, whether or not under our control, our reputation and our infant formula product category sales could be materially adversely affected.
Negative social media posts or comments about us, store brands or generic pharmaceuticals, or our products could damage our reputation and adversely affect our business. Negative posts or comments about our products could result in increased pharmacovigilance reporting requirements, which may give rise to liability if we fail to fully comply with such requirements.

Lack of availability, or significant increases in the cost, of raw materials used in manufacturing our products could adversely impacthave a material adverse effect on our profit margins and operating results.


Affordable high qualityWe rely on third parties to source many of our raw materials and packaging components are essential to all of our business units due to the nature of the productsmanufacture certain dosage forms that we manufacture. In addition, maintaining good supply relationships is essential to our ongoing operations.distribute, such as inhalers and sterile injectables. SeeItem 1. Business - Materials Sourcingfor more information.

. Certain raw materials may experience rapid cost increases due to increased energy costs and other inflationary pressures, and this may have a material negative impact on our financial results, whether or not we are able to pass on such increases to our customers. We maintain several single-source supplier relationships, either because alternative sources are not available or because the relationship is advantageous due to regulatory, performance, quality, support, or price considerations. Unavailability or delivery delays of single-source components or products could adversely affect our ability to ship the related product in a timely manner. Themanner, a particularly severe effect of unavailability or delivery delays would be more severe if associated with our higher-volumefor higher volume or more profitable products. Even whereIt can take substantial time and investment to qualify an alternative supplier or material sources and establish reliable supply. For example, starting in the second quarter of 2021, we anticipate a potential supply are available, qualifying the alternate suppliers and establishing reliable supplies could cost more or result in delays and a loss of net sales. Additionally, global regulatory requirements for obtaining product approvals could substantially lengthen the approval of an alternate material source. As a result, the lossdisruption of a single-source suppliergeneric prescription product manufactured by a third party, which disruption could have a material adverse effect on our results of operations.

The rapid increase in cost of many raw materials from inflationary forces, such as increased energy costs, andadversely affect our ability to sell and ship the product to customers in a timely manner. While we have identified one or inability to pass on these increases to our customers could have a negative material impact on our financial results.

Our infant formula products require certain key raw ingredients that are derived from raw milk,more potential alternative suppliers of the product, delays in qualifying such as skim milk powder, whey protein powder, and lactose. Our supply of milk-based ingredients may be limited by the ability of individual dairy farmers and cooperatives to provide raw milk in the amount and quality we deem necessary. Raw milk production is influenced by factors beyond our control including seasonal and environmental factors, governmental agricultural and environmental policy, and global demand. We cannot guarantee that there will be sufficient supplies of these key ingredients necessary to produce infant formula.

Our products, and the raw materials used to make the products mentioned above, generally have limited shelf lives. Our inventory levels are based, in part, on expectations regarding future sales. We may experience build-ups in inventory if sales slow. Any significant shortfall in salesalternative supplier may result in higher inventory levelsa supply disruption for the duration of raw materials2021 and finished products, thereby increasing the riskre-establishment of inventory spoilagereliable supply may not be achieved until 2022 and corresponding inventory write-downs and write-offs. Cargo thefts and/or diversions, and economically or maliciously motivated product tampering on store shelves may occur, causing unexpected shortages and harm to our reputation, which may have a material impact on our operations.cannot be assured.


We rely on third parties to source many of our raw materials, as well as to manufacture sterile, injectable products that we distribute. We maintain a strict program of verification and product testing throughout the ingredient sourcing and manufacturing process to identify potential counterfeit ingredients, adulterants, and toxic substances. Nevertheless, discovery of previously unknown problems with the raw materials, or product manufacturing processes, or new data suggesting an unacceptable safety risk associated therewith, could result in a voluntary or mandatory withdrawal of the contaminated product from the marketplace, either temporarily or permanently. Any future recall or removal would result in additional costs and lost revenue, harm our reputation, and may give rise to product liability litigation.


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Changes in regulation could impact the supply of the API and certain other raw materials used in our products. For example, the EU recently promulgated new standards requiring all API imported into the EU be certified as complying with GMPGood Manufacturing Practices established by the EU. The regulations placed the certification
Perrigo Company plc- Item 1A
Risk Factors

requirement on the regulatory bodies of the exporting countries, which led to an API supply shortage in Europe as certain governments were not willing or able to comply with the regulation in a timely fashion, or at all. A shortage in API or other raw ingredients could cause us to have to cease manufacture of certain products, or to incur costs and delays to qualify other suppliers to substitute for those API manufacturers who are unable to export. This could have a material adverse effect on our business, results of operations, financial condition, and cash flow.


Moreover, our infant formula products require certain key raw ingredients that are derived from raw milk, which is influenced by factors beyond our control including seasonal and environmental factors, governmental agricultural and environmental policy, and global demand. Due to these factors, we cannot guarantee that there will be sufficient supplies of these key ingredients to produce infant formula.

The COVID-19 global pandemic and the public health and governmental actions in response could continue to have an adverse impact on our operations and could have an adverse impact on our business and financial condition in the future.
    As the COVID-19 pandemic continues across the globe, the outbreak of the disease and the actions to slow its spread have had an adverse impact on our operations and affected product sales mix across all our segments, as described in Item 7 - Executive Overview - Impact of COVID-19 Pandemic. During the year ended December 31, 2020, all of our segments experienced demand shifts for certain products that caused net sales to increase in certain product categories and decrease in other categories. We attribute these demand shifts to consumer and customer behavior surrounding the COVID-19 pandemic and the movement and social distancing restrictions put in place to combat spreading of the virus, such as travel bans, country lock-downs, and school closings, as well as mask mandates. We also believe that the social distancing measures and mask mandates contributed to the decline in total cough cold illnesses during the fourth quarter of 2020, which resulted in a decline of net sales for cough cold products in our upper respiratory category. Going forward, the continued spread of the disease and the actions to slow it could have an adverse impact on our financial condition, our supply chains and other operations, our results of operations, consumer demand for our products and our ability to access capital. The magnitude of any such adverse impacts are not determinable, but could be material, depending on: the duration, intensity, and continued spread of the disease, including the emergence of new strains of the virus; the duration of business closure and similar government orders, business reopening procedures and the public's willingness to adhere to suggested safety measures; the availability, acceptability and effectiveness of currently approved and potential future vaccines and their effectiveness against new strains of the virus; the severity and duration of any economic downturn resulting from the pandemic; the effectiveness of the Company's efforts at mitigation; and other factors, both known and unknown, many of which are likely to be outside our control. In addition, to the extent that any increased sales of our products during the initial stages of the outbreak may reflect "pantry stocking", consumer demand for such products in future periods may be correspondingly reduced. Further, lower consumer demand for cough cold products in all our segments and certain other self-care products in our CSCI segment may continue, and volume of U.S. prescriptions could decrease in our RX segment in future periods depending on the course of the pandemic and related responses to combat the virus. It is also possible that a change in the course of the pandemic may affect consumer demand for products in future periods in ways we do not currently anticipate.

A disruption at any of our main manufacturing facilities could materially and adversely affecthave a material adverse effect on our business, financial position, and results of operations.


Our manufacturing operations are concentrated in a few locations. SeeItem 1. Business - Manufacturing and Distribution for more information on our significant operations.information. A significant disruption at one or more of these facilities, whether it be due to fire, natural disaster, power loss, intentional acts of vandalism, climate change, war, terrorism, insufficient quality, or pandemic could materially and adversely affect our business.


Additionally, regulatory authorities routinely inspect all of our manufacturing facilities for cGMPcurrent GMP compliance. While our manufacturing sites are cGMPcurrent GMP compliant, if a regulatory authority were to identify serious adverse findings not corrected uponin follow up inspections, we may be required to issue product recalls, shutdown manufacturing facilities, and take other remedial actions. If any manufacturing facility were forced to cease or limit production, our business could be adversely affected.

Any breach, disruption or misuse of our information systems, cyber security efforts or personal data could have a material adverse effect on our business.

We are increasingly dependent upon information technology systems to operate our business. Our systems, information, and operations, as well as our independent vendor relationships (where they support information technology and manufacturing infrastructure), are highly complex. These systems may contain confidential information (including trade secrets or other intellectual property or proprietary business information). The size and complexity of these systems makes them potentially vulnerable to disruption or damage from security breaches, hacking, data theft, denial of service attacks, human error, sabotage, industrial espionage, and computer viruses. Such events may be difficult to detect, and once detected, their impact may be difficult to assess. While we continue to employ resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed.

We are subject to numerous laws and regulations designed to protect personal data, such as the national laws implementing the European Union Directive on Data Protection (which will be replaced by the EU GDPR from May 2018 onward). The EU GDPR will introduce more stringent data protection requirements in the EU, as well as substantial fines for breaches of the data protection rules. The EU GDPR will increase our responsibility and liability in relation to personal data that we process, and we may be required to put in place additional mechanisms to ensure compliance with the new EU data protection rules.

These risks include:

Breaches or disruptions could impair our ability to develop, meet regulatory approval efforts, produce, and/or ship products, take and fulfill orders, and/or collect and make payments on a timely basis;

Any system issue, whether as a result of an intentional breach or a natural disaster, could damage our reputation and cause us to lose customers, experience lower sales volume, and incur significant liabilities;

We could incur significant expense by ensuring compliance with any required disclosures mandated by the numerous global privacy and security laws and regulations; and

Any interruption, security breach, or loss, misappropriation, or unauthorized access, use or disclosure of confidential information, could result in financial, legal, business, and reputational harm to us and could have a material adverse effect on our business, financial condition, and results of operations.


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Because our business depends upon certain customers for a significant portion of our sales, our business would be adversely affected by a disruption of our relationship with these customers or any material adverse change in these customers' businesses.

Sales to our largest customer, Walmart, comprised approximately 13% of our net sales for the year ended December 31, 2017. While no other customer individually comprised more than 10% of net sales, we do have other significant customers. If our relationship with Walmart or any of our other significant customers, including the terms of doing business with the customers, changes significantly, it could have a material adverse impact on us (refer toItem 1. Business - Significant Customers).

Many of our customers, which include chain drug stores, wholesalers, distributors, hospital systems, and group purchasing organizations, continue to merge or consolidate. Such consolidation has provided, and may continue to provide, customers with additional purchasing leverage, and consequently may increase the pricing pressures we face. The emergence of large buying groups representing independent retail pharmacies enable those groups to extract price discounts on our products. In addition, a number of our customers have instituted sourcing programs limiting the number of suppliers of generic pharmaceutical products carried by that customer. These developments have resulted in heightened pricing pressure on our products, as well as competition among generic drug producers for business from a smaller and more selective customer base.

Additionally, if we are unable to maintain adequately high levels of customer service over time, customers may choose to assess penalties, obtain alternate sources for products, and/or end their relationships with us.

Although we have divested our rights to the Tysabri® royalty stream, we are entitled to additional milestone payments if certain specified thresholds are met, and any negative developments related to Tysabri® could have a material adverse effect on our receipt of those payments.

We occasionally enter into arrangements that entitle us to potential royalties from third parties. Our most significant royalty has been the Tysabri® royalty stream which we received quarterly from Biogen. During the year ended December 31, 2016, $84.4 million of cash was earned, which was received during the year ended December 31, 2017. On March 27, 2017, we divested our rights to the Tysabri® royalty stream to Royalty Pharma for $2.2 billion in cash at closing and up to $250.0 million and $400.0 million in milestone payments if global net sales of Tysabri® meet specific thresholds in 2018 and 2020, respectively. Our receipt of these milestone payments may be negatively impacted if the royalty streams decrease and are insufficient to meet the specified thresholds. Given the fact these milestone payments are recorded at fair value, if it is determined that Tysabri® global sales levels do not meet specific thresholds, we would recognize a material charge in the Consolidated Statement of Operations. Factors that may have an adverse effect on the Tysabri® royalty stream include:

Companies working to develop new therapies or alternative formulations of products for multiple sclerosis that, if successfully developed, would compete with, or could gain greater acceptance than, Tysabri® and damage it’s market share. In February 2016, a competitor's pipeline product, Ocrevus®, received breakthrough therapy designation from the FDA, this product was launched in 2017. The product is expected to compete with Tysabri® and have a significant negative impact on the Tysabri® royalty stream;

Biogen is the owner of the patents on Tysabri®. The loss of protection of these patents, such as a patent invalidation, could adversely affect the royalty stream from Tysabri®. In addition, once the Tysabri® patents expire, other generic companies may introduce products similar to Tysabri® that could adversely affect the royalty stream;

Foreign currency movement, which could have a negative impact on Biogen's Tysabri® sales, thereby reducing the royalties;

Any negative developments relating to Tysabri®, such as safety, efficacy, or reimbursement issues, could reduce demand for Tysabri®; and

Adverse regulatory or legislative developments could limit or prohibit the sale of Tysabri®, such as restrictions on the use of Tysabri® or safety-related label changes, including enhanced risk management
Perrigo Company plc- Item 1A
Risk Factors

programs, which may significantly reduce expected royalty revenue and require significant expense and management time to address the associated legal and regulatory issues.

Additionally, Tysabri® sales growth cannot be assured given the significant restrictions on its use and the significant safety warnings on the label, including the risk of developing Progressive Multifocal Leukoencephalopathy ("PML"), a serious brain infection. The risk of developing PML mayincrease with prior immunosuppressant use, longer treatment duration, or the presence of certain antibodies. Increased incidence of PML could limit sales growth, prompt regulatory review, require significant changes to the label, or result in market withdrawal. In addition, the result of ongoing or future clinical trials involving Tysabri® or other adverse events reported in association with the use of Tysabri® may have an adverse impact on prescribing behavior and reduce sales of Tysabri®.

Furthermore, there can be no assurance that Royalty Pharma will pay either or both of the milestone payments even if the specified thresholds are met.

We are dependent on the services of certain key members of management. Our inability to successfully manage transition, or the failure to attract and retain other key members of management, may have a material adverse impact on our results of operations.

We are dependent on the services of certain key employees, and our future success will depend in large part upon our ability to attract and retain highly skilled employees. Key functions for us include executive managers, operational managers, R&D scientists, information technology specialists, financial and legal specialists, regulatory professionals, quality compliance specialists, and sales/marketing personnel. If we are unable to attract or retain key qualified employees, our future operating results may be adversely impacted.

Management transition creates uncertainties, and any difficulties we experience in managing such transitions may negatively impact our business.

Recently, we have experienced changes in our executive leadership. In June 2017, we announced the forthcoming retirement of John T. Hendrickson as our Chief Executive Officer. On January 8, 2018, we announced the appointment of Uwe Roehrhoffas President and Chief Executive Officer and member of our Board. Mr. Hendrickson will continue to serve in an advisory role until March 15, 2018. In addition, in February 2017, we announced the resignation of Judy L. Brown as our Executive Vice President, Business Operations and Chief Financial Officer, effective February 27, 2017. Ronald L. Winowiecki, who had been with the Company in various treasury and senior finance roles since October 2008, most recently as our Senior Vice President of Business Finance, served as acting Chief Financial Officer from February 27, 2017 until his appointment as Chief Financial Officer on February 20, 2018. Changes in executive management create uncertainty. Moreover, changes in our company as a result of management transition could have a disruptive impact on our ability to implement, or result in changes to, our strategy and could negatively impact our business, financial condition and results of operations.

Unfavorable publicity or consumer perception of the safety, quality, and efficacy of our products could have a material adverse impact on our business.

We are dependent upon consumers' perception of the safety, quality, and efficacy of our products, and may be affected by changing consumer preferences. Negative consumer perception may arise from media reports, product liability claims, regulatory investigations, or recalls, regardless of whether they involve us or our products. The mere publication of information asserting defects in products or ingredients, or concerns about our products or the materials used in our products, could discourage consumers from buying our products, regardless of whether such information is scientifically supported.

Our products involve risks such as product contamination, spoilage, mislabeling, and tampering that could require us to recall one or more of our products. Serious product quality concerns could also result in governmental actions against us that, among other things, could result in the suspension of production or distribution of our products, product seizures, loss of certain licenses, delays in the issuance of governmental approvals for new products, or other governmental penalties, all of which could be detrimental to our reputation and reduce demand for our products.

Perrigo Company plc- Item 1A
Risk Factors

We cannot guarantee that counterfeiting, imitation or other tampering with our products will not occur or that we will be able to detect and resolve it. Any counterfeiting or contamination of any products could negatively impact our reputation and sales, particularly if counterfeit or imitation products cause death or injury to consumers.

Many of the brands we acquired from Omega have European recognition. This recognition is the result of the large investments Omega has made in its products over many years. The quality and safety of the products are critical to our business. If we are unable to effectively manage real or perceived issues, including concerns about safety, quality, efficacy, or similar matters, sentiments toward us and our products could be negatively impacted.

Our CHCI segment's financial success is dependent on the success of its brands, and the success of these brands can suffer if marketing plans or product initiatives do not have the desired impact on a brand’s image or its ability to attract consumers and the performance of the segment may be negatively impacted if spending on such plans and initiatives does not generate the returns we anticipate. In addition, given the association of individual products within the commercial network of our CHCI segment, an issue with one of our products could negatively affect the reputation of other products, thereby potentially hurting our financial results.

Powdered infant formula products are not sterile. All of our infant formula products must be prepared and maintained according to label instruction to retain their flavor and nutritional value and avoid contamination or deterioration. Depending on the product, a risk of contamination or deterioration may exist at each stage of the production cycle, including the purchase and delivery of raw materials, the processing and packaging of food products, and the use and handling by consumers, hospital personnel, and healthcare professionals. In the event that certain of our infant formula products are found or alleged to have suffered contamination or deterioration, whether or not under our control, our reputation and our infant formula product category sales could be materially adversely affected.

Increasing use of social media could give rise to liability, breaches of data security, or reputation damage.

The Company and our employees increasingly utilize social media as a means of internal and external communication.

To the extent that we seek to use social media tools as a means to communicate about our products and/or business, there are uncertainties as to the rules that apply to such communications, or as to the interpretations that authorities will apply to the rules that exist. As a result, despite our efforts to monitor evolving social media communication guidelines and comply with applicable rules, there is risk that our use of social media for such purposes may cause us to be found in violation of them. A violation of such guidelines may damage our reputation as well as cause potential lawsuits and adversely affect our operating activities.

Our employees may knowingly or inadvertently make use of social media tools in ways that may not be aligned with our social media strategy, may give rise to liability, or could lead to the loss of trade secrets or other intellectual property, or public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers, and others.

Negative posts or comments about us, store brands or generic pharmaceuticals, or our products in social media could seriously damage our reputation and could adversely affect the price of our securities. In addition, negative posts or comments about our products could result in increased pharmacovigilance reporting requirements, which may give rise to liability if we fail to fully comply with such requirements.

Perrigo Company plc- Item 1A
Risk Factors

Our quarterly results are impacted by a number of factors, some of which are beyond the control of our management, that may result in significant quarter-to-quarter fluctuations in operating results.

Some of the factors that may impact our quarterly results include the severity, length and timing of the cough/cold/flu and allergy seasons, the flea and tick season, the timing of new product approvals and introductions by us and our competitors, price competition, changes in the regulatory environment, changes in accounting pronouncements, changes in the levels of inventories maintained by our customers, and the timing of retailer promotional programs. These and other factors may result in significant variations in our operating results from quarter to quarter.

We may not be able to sustain or improve operating results in our business segments.
We have experienced a reduction in pricing expectations during 2017 in comparison to historical patterns in our U.S. businesses, in particular in our RX segment, due to competitive pressures in the sector. The reduced pricing is attributable to a variety of factors including increased focus from customers to capture supply chain productivity savings, competition in specific product categories, the loss of exclusivity on certain products, the recent increase in the speed and number of approvals from the FDA, and consolidation of certain customers in the RX segment. We expect this pricing environment to continue to impact the Company for the foreseeable future.

The CHCI segment has been positively impacted by market dynamics in countries such as the Nordics, Italy, and Portugal offset by softness in certain brand categories in France and Germany, as well as by unfavorable foreign currency impacts primarily in the U.K. related to Brexit. In addition, the segment had been impacted in Belgium due to cancellations of unprofitable distribution agreements. The CHCI segment has restructured its approach to addressing these markets including: (1) the implementation of a brand prioritization strategy to address these market dynamics, with an objective to balance the cost of advertising and promotional investments with expected contributions from category sales, and (2) restructured its sales force in each of these markets to more effectively serve customers. The combination of these actions is expected to improve the segment's focus on higher value OTC products, reduce selling costs and improve operating margins in the segment.

We continue to experience a reduction in pricing expectations within our CHCA segment, primarily in the cough/cold, animal health, and analgesics categories due to various factors, including focus from customers to capture supply chain productivity savings and competition in specific product categories. We expect this pricing environment to continue to impact our CHCA segment for the foreseeable future.

There can be no assurance that we will not continue to experience challenges related to our segments, and these challenges could have a material impact on our business, cash flows, and results of operations or result in impairment charges, and the market value of our ordinary shares and/or debt securitiesmay decline.

We may not realize the benefits of business acquisitions and divestitures we enter into, which could have a material adverse effect on our operating results.

In the normal course of business, we engage in discussions relating to possible acquisitions and divestitures. These transactions are accompanied by a number of risks. Many of these risks are beyond our control, and any one of them could result in increased cost, decreased net sales and diversion of management’s time and energy, any or all of which could materially impact our business, financial condition, and results of operations.

Acquisitions

One of our strategies is inorganic growth through the acquisition of products and companies that we expect will benefit the Company. This strategy comes with a number of financial, managerial, and operational risks. We may not realize the benefits of an acquisition because of integration and other challenges, including, but not limited to the following:

Difficulty involved with managing the expanded operations of the respective parties, as well as identifying the extent of all weaknesses, risks, and contingent and other liabilities;
Perrigo Company plc- Item 1A
Risk Factors

Uncertainties involved in assessing the value, strengths, and potential profitability of the respective parties, as well as identifying the extent of all weaknesses, risks, and contingent and other liabilities of acquisition targets;
Unanticipated changes in the business, industry, market or general economic conditions different from the assumptions underlying our rationale for pursuing the transaction;
Difficulties due to a lack of, or limited experience in, any new product or geographic markets we enter;
Inability to achieve identified operating and financial synergies, or return on investment, from an acquisition in the amounts or on the time frame anticipated;
Substantial demands on our management, operational resources, technology, and financial and internal control systems, which could lead to dissatisfaction and potential loss of key customers, management, or employees;
Integration activities that may detract attention from our day-to-day business, and substantial costs associated with the transaction process or other material adverse effects as a result of these integration efforts; and
Difficulties, restrictions or increased costs associated with raising future capital in connection with an acquisition may impact our liquidity, credit ratings and financial position, thereby making it more difficult, restrictive or expensive to raise future capital. In addition, the issuance of equity to pay a portion of the purchase price for an acquisition would dilute our existing shareholders.    

Divestitures

We may evaluate potential divestiture opportunities with respect to portions of our business (including specific assets or categories of assets) from time to time, and may proceed with a divestiture opportunity if and when we believe it is consistent with our business strategy and initiatives. Any future divestitures could expose us to significant risk, including without limitation:

Our ability to effectively transfer liabilities, contracts, facilities and personnel to any purchaser;
Fees for legal and transaction-related services;
Diversion of management resources; and
Loss of key personnel and reduction in revenue.
If we do not realize the expected strategic, economic or other benefits of any divestiture transaction, it could adversely affect our financial condition and results of operations.

Our business could be negatively affected by the performance of our collaboration partners and suppliers.suppliers, and any such adverse impact could be material.
We have entered into strategic alliances with partners and suppliers to develop, manufacture, market and/or distribute certain products, or components of our products in various markets. We commit substantial effort, funds and other resources to these various collaborations. There is a risk that our investments in these collaborative arrangements will not generate financial returns. While we believe our relationships with our partners and suppliers generally are successful, disputes, conflicting priorities or regulatory or legal intervention could be a source of delay or uncertainty as to the expected benefit of the collaboration (refer to Item 8. Note 1718 for additional detail on our collaborative agreements and other contractual arrangements)). A failure or inability of our partners or suppliers to fulfill their collaboration obligations, or the occurrence of any of the risks above, could have an adverse effect on our business, financial condition, and results of operations.

Our business depends upon certain customers for a significant portion of our sales, therefore our business would be adversely affected by a disruption of our relationship with these customers or any material adverse change in these customers' businesses. The risk of such impacts would be increased by continued consolidation in the sector in which our customers operate.

Sales to our largest customer, Walmart, comprised approximately 13.3% of our net sales for the year ended December 31, 2020. While no other customer individually comprised more than 10% of net sales in 2020, our next five largest customers in 2020 represent 23.2% of net sales in the aggregate. If our relationship with Walmart or any of our other significant customers, including the terms of doing business with the customers, changes significantly, it could have a material adverse impact on us (refer toItem 1. Business - Significant Customers).

    Many of our customers continue to merge or consolidate, which has provided, and may continue to provide, customers with additional purchasing leverage, and consequently may increase the pricing pressures we face. The emergence of large buying groups representing independent retail pharmacies enable those groups to extract price discounts on our products. In addition, several of our customers have instituted sourcing programs limiting the number of suppliers of generic pharmaceutical products carried by that customer. These developments have resulted in heightened pricing pressure on our products, as well as competition among generic drug producers for business from a smaller and more selective customer base.

    Additionally, if we are unable to maintain adequately high levels of customer service over time, customers may choose to assess penalties (where such penalties are contractually permitted), obtain alternate sources for products, and/or end their relationships with us.

Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, and our results may be volatile due to these or other circumstances beyond our control.

Our customers could be adversely impacted if economic conditions worsen in the U.S. or other countries in which we operate. In the U.S., our consumer self-care business does not advertise our store brand products like national brand companies and thus is largely dependent on retailer promotional activities to drive sales volume and increase market share. If our customers do not have the ability to invest in store brand promotional activities, our sales may suffer. Additionally, while we actively review the credit worthiness of our customers and suppliers, we cannot fully predict to what extent they may be negatively impacted by slowing economic growth. Our stock price may decline due to any earnings release or guidance that does not meet market expectations or other circumstances beyond our control, such as the severity, length and timing of the cough/cold/flu and allergy seasons, the timing of new product approvals and introductions by us and our competitors, and the timing of retailer promotional programs.

A cyber security breach, disruption or misuse of our information systems, or our external business partners’ information systems could have a material adverse effect on our business.

    Our business operations are increasingly dependent upon information technology systems that are highly complex, interrelated with our external business partners, and may contain confidential information (including personal data, trade secrets or other intellectual property, or proprietary business information). The nature of digital systems, both internally and externally, makes them potentially vulnerable to disruption or damage from human error and/or security breaches, which include, but are not limited to, ransomware, data theft, denial of service attacks, sabotage, industrial espionage, interruptions or other system issues, unauthorized access and computer
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Perrigo Company plc- Item 1A
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viruses. Such events may be difficult to detect, and once detected, their impact may be difficult to assess and address.

    Cyber-attacks have become increasingly common. We have experienced immaterial business disruption and data loss as a result of phishing, business email compromise and other types of attacks. While we continue to employ resources to monitor our systems and protect our infrastructure, these measures may prove insufficient, and that could subject us to significant risks, including, without limitation:
Ransomware attacks, other cyber breaches or disruptions that impair our ability to develop products, meet regulatory approval requirements or deadlines, produce or ship products, take or fulfill orders, and/or collect or make payments on a timely basis;
System issues, whether as a result of an intentional breach, a natural disaster or human error that damage our reputation and cause us to lose customers, experience lower sales volume, and/or incur significant liabilities;
Significant expense to remediate the results of any attack or breach and to ensure compliance with any required disclosures mandated by the numerous global privacy and security laws and regulations; and
Interruptions, security breaches, or loss, misappropriation, or unauthorized access, use or disclosure of confidential information,
which, individually or collectively, could result in financial, legal, business or reputational harm to us and could have a material adverse effect on our business, financial condition and results of operations.
We are also subject to numerous laws and regulations designed to protect personal data, such as the California Consumer Privacy Act in the U.S. and the European Global Data Protection Regulation ("GDPR"). These data protection laws introduced more stringent data protection requirements and significant potential fines, as well as increased our responsibility and potential liability in relation to personal data that we process and possess. We have put mechanisms in place to ensure compliance with applicable data protection lawsbut there can be no guarantee of their effectiveness.

We are dependent on the services of certain key personnel.

    We are dependent on the services of certain key personnel, and our future success will depend in large part upon our ability to attract and retain highly skilled employees. Key functions for us include executive managers, operational managers, R&D scientists, information technology specialists, financial and legal specialists, regulatory professionals, quality compliance specialists, and sales/marketing personnel. If we are unable to attract or retain key qualified employees, our future operating results may be adversely impacted.

Strategic Risks

We may not realize the benefits of business acquisitions, divestitures, and other strategic transactions, which could have a material adverse effect on our operating results.

    In the normal course of business, we engage in discussions relating to possible acquisitions, divestitures, and other strategic transactions, some of which may be significant in size or impact. Transactions of this nature create substantial demands on management, operational resources, technology, and financial and internal control systems, and can be subject to government approvals or other closing conditions beyond the parties' control. In the case of acquisitions, we may face difficulties with integrating these businesses, managing expanded operations, achieving operating or financial synergies in expected timeframes or in new products or geographic markets. In the case of divestitures, including the planned separation of the RX business, we may face difficulty in effectively transferring contracts, obligations, facilities, and personnel to the purchaser, while minimizing continued exposure to risks and liabilities of the divested business.

There are inherent uncertainties involved in identifying and assessing the value, strengths, and profit potential, as well as the weaknesses, risks, and contingent and other liabilities of acquisition targets, which can be affected by changes in business, industry, market or general economic conditions. Moreover, the financing of any acquisition can have a material impact on our liquidity, credit ratings and financial position. Alternatively, issuing equity to pay all or a portion of acquisition purchase price would dilute our existing shareholders.    

On March 1, 2021, we announced the sale of our generic RX Pharmaceuticals business to Altaris Capital Partners, LLC for total consideration of $1.55 billion. The transaction is subject to customary closing conditions,
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Perrigo Company plc- Item 1A
Risk Factors
including certain antitrust approvals, and is expected to close by the end of the third quarter of 2021. The sale of the generic RX Pharmaceuticals business is an important step in our transformation plan and will establish Perrigo as a “pure-play” consumer self-care company, enabling us to concentrate on our worldwide consumer self-care products businesses. However, the sale of the generic RX Pharmaceuticals business could impact our ability to retain key employees, comply with existing debt arrangements, maintain our credit ratings and raise future capital. Further, even if the sale is completed, we may not achieve the anticipated operational, financial, strategic or other benefits therefrom. There can be no assurances that a sale or separation of the generic RX Pharmaceuticals business will achieve our intended goals or that the transformation of Perrigo to a “pure-play” consumer self-care products company will receive the level of market support that we expect, within any specific timeframe. Moreover, after the closing, our business will be less diversified with a narrower focus which could make us more susceptible to changing market conditions or result in increased volatility in our stock price.

Acquisitions and divestitures, including the generic RX Pharmaceuticals business, also involve costs, including fees and expenses of financial advisors, lawyers, accountants, and other professionals, and can involve retention bonuses and other additional compensation of employees or increase turnover in personnel. Any of these risks or expenses could have a negative effect on our financial condition or results of operations.

We have acquired significant assets that could become impaired or subject us to losses and may result in an adverse impact on our results of operations.

We have recorded significant goodwill and intangible assets and goodwill on our balance sheet as a result of previous acquisitions, which could become impaired and lead to material charges in the future. Refer to Item 8. Note 4.


As of the year ended December 31, 2017, we recorded definite-lived intangible asset impairment charges of $19.7 million related to developed product technology/formulation and product rights, and distribution and license
Perrigo Company plc- Item 1A
Risk Factors

agreements primarily in our RX segment and $12.7 million of impairment charge related to certain IPR&D assets primarily in our RX segment.

As of the year ended December 31, 2016, we recorded the following impairments:

Goodwill impairment charges of $1.1 billion related to our Specialty Sciences, Branded Consumer Healthcare-Rest of World ("BCH-ROW"), BCH-Belgium, and Animal Health reporting units.

Indefinite-lived and definite-lived intangible asset impairment charges of $1.5 billion related to: Trademarks, trade names and brands, developed product technology/formulation and product rights, distribution and license agreements, and supply agreements.

We perform an impairment analysis on intangible assets subject to amortization when there is an indication that the carrying amount of any individual asset may not be recoverable. Any significant change in market conditions, estimates or judgments used to determine expected future cash flows that indicates a reduction in carrying value may give rise to impairment in the period that the change becomes known. Goodwill, indefinite-lived intangible asset, and definite-lived intangible asset impairments are recorded in Impairment charges on the Consolidated Statement of Operations. As of December 31, 2017,2020, the net book value of our goodwill and intangible assets and goodwill were $3.4$3.8 billion and $4.2$3.0 billion, respectively. SeeIn the past three years, we have recognized a total of $755.7 million in asset impairments, across all segments and asset categories (refer toItem 8. Note 34for more information on the above impairment charges.).


There can be no assurance that our strategic initiatives will achieve their intended effects.
We are in the process of implementing certain initiatives designed to increase operational efficiency and improve our return on invested capital by globalizing our supply chain through global shared service arrangements, streamlining our organizational structure, making key executive employee changes, performing a strategic portfolio review, and disposing of certain assets. Furthermore, we are transitioning into a consumer-focused, self-care company. We believe these initiatives will enhance our net sales, operating margins, and earnings; however, certain of these initiatives require substantial upfront costs, and there can be no assurance thatany of these initiatives will produce the anticipated benefits. Any delay or failure to achieve the anticipated benefits could have a material adverse effect on our projected results.


We identified material weaknesses in our internal controls over financial reporting; failure to remediate the material weakness could negatively impact our business and the price of our ordinary shares.

In connection with our review of certain material misstatements related to the characterization of the Tysabri® royalty stream, income taxes and the evaluation of long-lived assets in our animal health reporting unit for impairment testing, in each case contained in certain of our historical financial statements and identified as part of our December 31, 2016 year end, we concluded that there were material weaknesses in our internal control over financial reporting that contributed to those misstatements. The material weaknesses over the income tax process that was identified during our fiscal year ended December 31, 2016 was not remediated during our fiscal year ended December 31, 2017, and we determined that we did not design or maintain effective controls over our income tax accounting process. As a result of the material weaknesses, we concluded that we did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2016, April 1, 2017, July 1, 2017, September 30, 2017 or December 31, 2017 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The failure to maintain effective control over financial reporting in turn resulted in material deficiencies in our disclosure controls and procedures.

We continue to identify and implement, actions to improve the effectiveness of our internal control over financial reporting and disclosure controls and procedures, but there can be no assurance that such remediation efforts will be successful. We have also incurred and may continue to incur substantial accounting, legal, consulting, and other costs in connection with remediating the material weaknesses. Failure to remediate the material weaknesses could have a negative impact on our business and the market for our ordinary shares. For more information on our material weaknesses and the status of our remediation efforts, see Item 9A - Controls and Procedures, which includes Management's Report on Internal Control over Financial Reporting.

Perrigo Company plc- Item 1A
Risk Factors

Global Risks


Our business, financial condition, and results of operations are subject to risks arising from the international scope of our operations.


We manufacture, source raw materials, and sell our products in a number of countries. The percentage of our business outside the U.S. has been increasing. We are subject to risks associated with international manufacturing and sales, including:

Unexpected changes in regulatory requirements;
Problems relatedrequirements (see Item 1. Business - Government Regulations and Pricing, changes to markets with different cultural biases or political systems;
Possible difficulties in enforcing agreements;
Longer payment cyclestax and shipping lead-times;
Difficulties obtaining import/export or import licenses;
Changes to U.S.laws and foreign trade and customs policies including(including the enactment of tariffs on goods imported into the U.S., including but not limited to, goods imported from Mexico;China), problems related to markets with different cultural biases or political systems, possible difficulties in enforcing agreements, longer payment cycles and
Imposition shipping lead-times, difficulties obtaining export or import licenses, and imposition of withholding or other taxes.


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Perrigo Company plc- Item 1A
Risk Factors
Additionally, we are subject to periodic reviews and audits by governmental authorities responsible for administering import/import and export regulations. To the extent that we are unable to successfully defend against an audit or review, we may be required to pay assessments, penalties, and increased duties.


Certain of our facilities operate in a special purpose sub-zone established by the U.S. Department of Commerce Foreign Trade Zone Board, which allows us certain tax advantages on products and raw materials shipped through these facilities. If the Foreign Trade Zone Board were to revoke the sub-zone designation or limit our use, we could be subject to increased duties.


Although we believe that we conduct our business in compliance with applicable anti-corruption, anti-bribery and economic sanctions or other anti-corruption laws, if we are found to not be in compliance with such laws or other anti-corruption laws, we could be subject to governmental investigations, legal or regulatory proceedings, substantial fines, and/or other legal or equitable penalties. This risk increases in locations outside of the U.S., particularly in locations that have not previously had to comply with the FCPA, U.K. Bribery Act 2010, Irish Criminal Justice (Corruption Offenses) Act 2018, and similar laws.


We operate in jurisdictions that could be affected by economic and political instability, which could have a material adverse effect on our business.


Our operations and supply partners could be affected by economic or political instability, embargoes, military hostilities, unstable governments and legal systems, and inter-governmental disputes. We have significant operations in Israel, which has experienced varying degreesdisputes as well as travel restrictions, terrorist acts, and other armed conflicts. The global nature of hostility in recent years. Doingour business in Israel and certain other regions involves the following risks:risks, among others:


Certain countries and international organizations have refused to do business with companies with Israeli operations. We are also precluded from marketing our products to certain countries due to U.S. and Israeli regulatory restrictions. International economic sanctions and boycotts of our products could negatively impact our sales and ability to export our products.

Our facilities in Israel are within a conflict zone. If terrorist acts or military actions were to result in substantial damage to our facilities, our business activities would be disrupted since, with respect to most products, we would need to obtain prior regulatory agency approval for a change in manufacturing site. In addition,Moreover, certain countries and international organizations have refused to do business with companies with Israeli operations. We are also precluded from marketing our insurance may not adequately compensate us for losses that may occur,products to certain countries due to U.S. and any losses or damages incurred by us could have a material adverse effect on our business.Israeli regulatory restrictions.
Perrigo Company plc- Item 1A
Risk Factors

The U.S. Department of State and other governments have at times issued advisories regarding travel to certain countries in which we do business. As a result,business, causing regulatory agencies have at various times curtailedto curtail or prohibitedprohibit their inspectors from traveling to inspect facilities. If these inspectors are unable to inspect our facilities, the regulatory agencies could withhold approval for new products intended to be produced at those facilities.

Our international operations may be subject to interruption due to travel restrictions, war, terrorist acts, and other armed conflicts. Also, further threats of armed hostilities in certain countries could limit or disrupt markets and our operations, including disruptions resulting from the cancellation of contracts or the loss of assets. These events could have a material adverse effect on our international business operations.

The UK held a referendum onOn June 23, 2016, on its membershipthe UK electorate voted in the EU. A majority of UK voters voteda referendum to exitvoluntarily depart from the EU, (“Brexit”)known as "Brexit". TheFollowing the formation of a majority Conservative government in December 2019, the UK is scheduled to leaveapproved the withdrawal agreement and left the EU on March 29, 2019,January 31, 2020. The UK remained in the EU customs union and negotiations are taking placethe single market for a transition period that expired on December 31, 2020. On December 24, 2020, the UK and the EU reached agreement in principle on their future trading relationship and entered into the EU-UK Trade and Cooperation Agreement which applies provisionally until February 28, 2021, by which stage it is expected to determinebe formally ratified by the parties and fully in force. The agreement provides for free trade in goods and limited mutual market access in services, as well as for cooperation mechanisms in a range of policy areas and UK participation in some EU programs. However, significant political and economic uncertainty remains as to aspects of the future relationship between the UK and the EU. Future trading terms ofbetween the UK’s relationship with the EU,UK and other trading partners, including the terms of withdrawal, the terms of future trading and relations and any potential transition periods.United States, are also unknown. Brexit has created significant instability and volatility in the global financial markets, has led to significant weakening of the British pound compared to the U.S. dollar and other currencies, and could still adversely affect European or worldwide economic or market conditions. Although itthe EU-UK Trade and Cooperation Agreement is unknown whattemporarily in place, the future trading terms with the EU will be, theyfull extent of any disruption on imports and exports, for example relating to increased regulatory complexities, is unknown. These complexities may impair the ability of our operations in the EU to transact business in the future in the UK, and similarly the ability of our UK operations to transact business in the future in the EU. Specifically, it is possible that there will be greater restrictions on imports and exports between the UK and EU countries, increased restrictions on freedom of movement for employees, and increased regulatory complexities. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replace or replicate. Further, among other things, Brexit could reduce consumer spending in the UK and the EU, which could result in decreased demand for our products. Any of thesethe above mentioned effects of Brexit, and others we cannot anticipate, could adversely affect our business, business opportunities, operations, and financial results.

While the challenging global economic environment has not had a material impact on our liquidity or capital resources, there can be no assurance that possible future changes in global financial markets and global economic conditions will not affect our liquidity or capital resources, impact our ability to obtain financing, or decrease the value of our assets.

The challenging economic conditions have also impacted the movements in exchange rates, which have experienced significant recent volatility. Uncertainty regarding the future growth rates between countries, the influence of central bank actions, and the changing political environment globally may contribute to continued high levels of exchange rate volatility, which could have an adverse impact on our results.


Our customers could be adversely impacted if economic conditions worsen. Our CHCA segment does not advertise its products like national brand companies and thus is largely dependent on retailer promotional activities to drive sales volume and increase market share.If our customers do not have the ability to invest in store brand promotional activities, our sales may suffer. Additionally, while we actively review the credit worthiness of our customers and suppliers, we cannot fully predict to what extent they may be negatively impacted by slowing economic growth.
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Perrigo Company plc- Item 1A
Risk Factors
The international scope of our business exposes us to risks associated with foreign exchange rates.


We report our financial results in U.S. dollars. However, a significant portion of our net sales, assets, indebtedness and other liabilities, and costs are denominated in foreign currencies. These currencies include, among others, the euro,Euro, Indian rupee, British pound, Canadian dollar, Israeli shekel, Australian dollar, and Mexican peso. The addition of Omega,Our Branded Consumer Self-care business is a euro-denominated business that represents a significant portion of our net sales, andnet earnings and a substantial portionnet assets. Fluctuations in currency exchange rates may have positive or negative impacts on our operating results and/or cash flows. We may seek to mitigate the risk of our net assets, has significantly increased our exposure to changes in the euro/U.S. dollar exchange rate. Approximately 34% of Omega’s sales are in other foreign currencies, with the majority of the product costs for these markets denominated in euros. such impacts through hedging, but such hedging activities may be costly and may not be effective.


In addition, several emerging market economies arein which we operate may be particularly vulnerable to the impact of rising interest rates, inflationary pressures, weaker oil and other commodity prices, and large external deficits. While some of
Perrigo Company plc- Item 1A
Risk Factors

these jurisdictions are showing signs of stabilization or recovery, others continue to experience levels of stress and volatility. Risks in one country can limit our opportunities for portfolio growth and negatively affect our operations in another country or countries. As a result, any such unfavorableSuch conditions or developments could have an adverse impact on our operations. Our results of operations and, in some cases, cash flows, have in the past been, and may in the future be, adversely affected by movements in exchange rates. In addition, we may also be exposed to credit risks in some of those markets.We may implement currency hedges or take other actions intended to reduce our exposure to changes in foreign currency exchange rates. If we are not successful in mitigating the effects of changes in exchange rates on our business, any such changes could materially impact our results.


Risks Related to
Litigation and Insurance Risks


We are or may become involved in lawsuits and may experience unfavorable outcomes of such proceedings.


We may become involved in lawsuits arising from a wide variety of commercial, manufacturing, development, marketing, sales and other business-related matters, including, but not limited to, competitive issues, pricing, contract issues, intellectual property matters, false advertising, antitrust or unfair competition, taxation matters, workers' compensation, product quality/recall, environmental remediation, securities law, disclosure, and regulatory issues. Litigation is unpredictable and can be costly.could result in potentially significant monetary damages, and we could incur substantial legal expenses, even if a claim against us is unsuccessful. We intend to vigorously defend against any lawsuits, however, we cannot predict how the cases will be resolved. Adverse results in, theor settlements of, such cases could result in substantial monetary judgments. No assurance can be made that litigation will not have a material adverse effect on our reputation, financial position or results of operations in the future (refer to Item 8. Note 1617).

The actual or alleged presence of certain hazardous substances or petroleum products on, under or in our currently or formerly owned property, or from a third-party disposal facility that we may have used, or the failure to remediate them, could have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on our ability to sell or rent affected property or to borrow funds using affected property as collateral. There can be no assurance that environmental liabilities and costs will not have a material adverse effect on us. See Item 1. Business - Information Applicable to All Reportable Segments - Environmental for more information on specific ongoing litigation).related to environmental remediation matters.

We may be subject to liability if our products violate applicable laws or regulations in the jurisdictions where our products are distributed. The successful assertion of product liability or other product-related claims against us could result in potentially significant monetary damages, and we could incur substantial legal expenses. Even if a product liability or consumer fraud claim is unsuccessful, not merited, or not fully pursued, we may still incur substantial legal expenses defending against such a claim, and our reputation may suffer.

We may face environmental exposures including, for example, those relating to discharges from and materials handled as part of our operations, the remediation of soil and groundwater contaminated by hazardous substances or wastes, and the health and safety of our employees. While we do not have any material remediation liabilities currently outstanding, we may in the future face liability for the costs of investigation, removal or remediation of certain hazardous substances or petroleum products on, under or in our currently or formerly owned property, or from a third-party disposal facility that we may have used, without regard to whether we knew of, or caused, the presence of the contaminants. The actual or alleged presence of these substances, or the failure to remediate them, could have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on our ability to sell or rent affected property or to borrow funds using affected property as collateral. There can be no assurance that environmental liabilities and costs will not have a material adverse effect on us. See Item 1. Business - Information Applicable to All Reportable Segments - Environmental for more information.

Our CHCI segment regularly makes advertising claims regarding the effectiveness of its products, which we are responsible for defending. An unsuccessful defense of product-related claims could result in potentially significant monetary damages and substantial legal expenses. Even if a claim is unsuccessful, not merited, or not fully pursued, we may still incur substantial legal expenses defending against such a claim, and our reputation could suffer.

Additionally, we may be the target of claims asserting violations of securities fraud and derivative actions, or other litigation proceedings in the future.

Perrigo Company plc- Item 1A
Risk Factors


Increased scrutiny on pricing practices and competition in the pharmaceutical industry, including antitrust enforcement activity by government agencies and class action litigation, may have an adverse impact on our business and results of operations.


                There has been increased scrutiny regarding sales, marketing, and pricing practices in the pharmaceutical industry, from both government agencies and the media, including allegations of “price gouging” and/or collusion. This includes recent U.S. Congressional inquiries and hearings in connection with the investigation of specific price increases by several pharmaceutical companies, proposed and enacted legislation seeking greater transparency incriminal antitrust investigations regarding drug pricing, civil False Claims Act investigations relating to drug pricing and criminal investigations regarding drug pricing. U.S. federalmarketing, multiple civil antitrust litigation initiated by governmental and state prosecutors have issued subpoenas to a number ofprivate plaintiffs against pharmaceutical companies seeking information about their drug pricing practices,manufacturers and several class action lawsuits have been filed that allege price-fixing with respect to various pharmaceutical products. In December 2016, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) filed criminal charges against two former executives from a competitor of the Company for their roles in conspiracies to fix prices, rig bidsindividuals, and allocate customers for certain generic drugs.related media reports.


On May 2, 2017, we disclosed that search warrants were executed at a number ofseveral Perrigo facilities and other locations in connection with the Antitrust Division’s ongoing investigation related to drug pricing in the pharmaceutical industry. Perrigo has also been served with and responded to a civil investigative demand in connection with a related civil False Claims Act investigation by the Civil Division of the Department of Justice. Although no charges or other related civil claims have been brought to date against Perrigo or any of our current employees (or, to the best of our knowledge, former employees), by the Department of Justice, we take the investigation very seriously.


If criminal antitrust charges are filed involving Perrigo, we would incur substantial litigation and other costs, and could face substantial monetary penalties, injunctive relief, negative publicity and damage to our reputation.
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Perrigo Company plc- Item 1A
Risk Factors
Regardless of the ultimate outcome, responding to those charges would divert management’s time and attention and could impair our operations. Further, we cannot predict whether legislative or regulatory changes may result from the ongoing public scrutiny of our industry, what the nature of any such changes might be, or what impact they may have on Perrigo. Any of these developments could have a material adverse impact on our business, results of operations, and reputation.

We are cooperating with the government’s investigation and are committed While we intend to operating our business in compliance with all applicable laws and regulations and the highest standards of ethical conduct. We do not condone, and will not countenance, any violation of these standards by our employees, agents, and business partners.

Publishing earnings guidance subjects us to risks, including increased stock volatility that could lead to potential lawsuits by investors.

Because we publish earnings guidance, we are subject to a number of risks. Actual results may vary from the guidance we provide investors from time to time, such that our stock price may decline following, among other things, any earnings release or guidance that does not meet market expectations. 

It has become increasingly commonplace for investors to file lawsuits against companies following a rapid decrease in market capitalization. We have been in the past, and may be in the future, nameddefend Perrigo's conduct at issue in these types of lawsuits. These types of lawsuits can be costly and divert management attention and other resources away from our business, regardless of their merits, and could result ininvestigations vigorously, any adverse settlements or judgments, whichdecision could have a material adverse impact on our business, results of operations and reputation.

    In addition, we have been named as a co-defendant with certain other generic pharmaceutical manufacturers in a number of class action, individual plaintiff direct action, State Attorney General, and county lawsuits alleging that we engaged in anti-competitive behavior to fix or raise the Company.prices of certain drugs starting, in some instances, as early as calendar year 2010 (refer to Item 8. Note 17). While we intend to defend these lawsuits vigorously, any adverse decision could have a material adverse impact on our business, results of operations and reputation.


Third-party patents and other intellectual property rights may limit our ability to bring new products to market and may subject us to potential legal liability, causing us to incur significant costs.which could have a material adverse effect on our business and operating results.


The manufacture, use and sale of new products that are the subject of conflicting patent rights have been the subject of substantial litigation in the pharmaceutical industry.


Perrigo Company plc- Item 1A
Risk Factors

As a manufacturer of generic pharmaceutical products, the ability of our CHCACSCA, CSCI, and RX segments to bring new products to market is often limited by third-party patents or proprietary rights and regulatory exclusivity periods awarded on products. Launching new products prior to resolution of intellectual property issues may result in us incurring legal liability if the related litigation is later resolved against us. The cost and time for us to develop prescription and Rx-to-OTC switch products is significantly greater than the rest of the new products that we introduce. Any failure to bring new products to market in a timely manner could cause us to lose market share, and our operating results could suffer.

We could have to defend against charges that we violatedinfringed patents or violated proprietary rights of third parties. This could require us to incur substantial expense and could divert significant effort of our technical and management personnel. If we are found to have infringed on the rights of others, we could lose our right to develop or manufacture some products or could be required to pay monetary damages or royalties to license proprietary rights from third parties. Additionally, if we choose to settle a dispute through licensing or similar arrangements, the costs associated with these arrangements may be substantial and could include ongoing royalties. An adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling a number of our products.
At times, our CHCACSCA or RX segments may seek approval to market drug products before the expiration of a third party's patents for thosetherapeutically-equivalent products, based upon our belief that such patents are invalid, unenforceable or would not be infringed by our products. In these cases, we may face significant patent litigation. Depending upon a complex analysis of a variety of legal and commercial factors, we may, in certain circumstances, elect to market a store brand or generic pharmaceutical product while litigation is pending, before any court decision, or while an appeal of a lower court decision is pending, known as an "at risk" launch. The risk involved in an "at risk" launch can be substantial because, if a patent holder ultimately prevails, the remedies available to the patent holder may include, among other things, damages measured by the profits lost by the holder, which are often significantly higher than the profits we make from selling the generic version of the product. By electing to proceed in this manner, we could face substantial damages if we receive an adverse final court decision. In the case where a patent holder is able to prove that our infringement was "willful" or "exceptional," under applicable law, the patent holder may be awarded up to three times the amount of its actual damages or we may be required to pay attorneys’ fees.

The success of certain of our products depends on the effectiveness of measures we take to protect our intellectual property rights and patents.
    
If we fail to adequately protect our intellectual property, competitors may manufacture and market similar products.


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Perrigo Company plc- Item 1A
Risk Factors
We have been issued patents covering certain of our products, and we have filed, and expect to continue to file, patent applications seeking to protect newly developed technologies and products in various countries. Any existing or future patents issued to or licensed by us may not provide us with any significant competitive advantages for our products or may even be challenged, invalidated, or circumvented by competitors. In addition, patent rights may not prevent our competitors from developing, using, or commercializing non-infringing products that are similar or functionally equivalent to our products.

We also rely on trade secrets, unpatented proprietary know-how, and continuing technological innovation that we seek to protect, in part by confidentiality agreements with licensees, suppliers, employees, and consultants. If these agreements are breached, we may not have adequate remedies for any such breach. Disputes may arise concerning the ownership of intellectual property or the applicability of confidentiality agreements. Furthermore, trade secrets and proprietary technology may otherwise become known or be independently developed by competitors or, if patents are not issued with respect to products arising from research, we may not be able to maintain the value of such intellectual property rights.


Perrigo Company plc- Item 1AOur ability to achieve operating results in line with published guidance is inherently subject to numerous risks and other factors beyond our control. Publishing earnings guidance subjects us to risks, including increased stock volatility, that could lead to potential lawsuits by investors.
Risk Factors


    Because we publish earnings guidance, we are subject to several risks. Earnings guidance is inherently uncertain and subject to factors beyond our control. Actual results may vary from the guidance we provide investors from time to time, such that our stock price may decline following, among other things, any earnings release or guidance that does not meet market expectations. 

    It has become increasingly commonplace for investors to file lawsuits against companies following a rapid decrease in market capitalization. We have been in the past, are currently, and may be in the future, named in these types of lawsuits. These types of lawsuits can be costly and divert management attention and other resources away from our business, regardless of their merits, and could result in adverse settlements or judgments. The inherent uncertainty of earnings guidance and related lawsuits could have a material impact on the Company.

Significant increases in the cost or decreases in the availability of the insurance we maintain could adversely impact our operating results and financial condition.

To protect the Company against various potential liabilities, we maintain a variety of insurance programs, including property, general, and product, and directors' and officers' liability. We may reevaluate and change the types and levels of insurance coverage that we purchase. WeInsurance costs, including deductible or retention amounts, may increase, or our coverage could be reduced, which could lead to an adverse effect on our financial results depending on the nature of a loss and the level of insurance coverage we maintained. Moreover, we are self-insured when insurance is not available, not offered at economically reasonable premiums or does not available at reasonable premiums. Risks associated with insurance plans include:
Insurance costs could increase significantly, or the availability of insurance may decrease, either of which could adversely impact our financial condition;
Deductible or retention amounts could increase or our coverage could be reduced in the future and to the extent losses occur, there could be an adverse effect on our financial results depending on the nature of the loss and the level of insurance coverage we maintained (refer to Item 8. Note 16 for further information related to legal proceedings);
Product liability insurance may not be available to us at an economically reasonable cost (or at all for certain specific products) or our insurance may not adequately cover our liability in connection with product liability claims (refer to Item 8. Note 16 for further information related to legal proceedings); and
As ouradequately cover claims brought against us. Our business inherently exposes us to claims, for injuries allegedly resulting from the use of our products, we may become subject to claims for which we are not adequately insured. Unanticipatedand an unanticipated payment of a large claim may have a material adverse effect on our business.

Tax Related Risks


The U.S. Internal Revenue Service ("IRS")resolution of uncertain tax positions, including the Notices of Proposed Adjustments and Notice of Assessment, could be unfavorable, which could have an adverse effect on our business.

Although we believe our tax estimates are reasonable and our tax filings are prepared in accordance with applicable tax laws, the final determination with respect to any tax audit or any related litigation could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results or cash flows in the periods for which that determination is made and in future periods after the determination. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties or interest assessments.

We are currently involved in several audits and adjustment-related disputes and related litigation, including the NoA and NOPAs, as described more fully in Item 8. Note 15. Based on a review of the relevant facts and circumstances, we believe that these matters will not agreeresult in a material impact on our consolidated financial position, results of operations or cash flows. However, while we believe that our position in these matters is correct, there can be no assurance of ultimate favorable outcomes, and if one or more matters are ultimately resolved unfavorably it would have a material adverse impact on us, including a material adverse impact on our financial
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Perrigo Company plc- Item 1A
Risk Factors
position, liquidity, capital resources, and strategy. In addition, an adverse result with respect to any of such matters could ultimately require the conclusion that we are treateduse of corporate assets to pay assessments and related interest, penalties, or other amounts, and any such use of corporate assets would limit the assets available for other corporate purposes. We will consider the financial statement impact of any additional facts as they become available.    

Changes to tax laws and regulations or the interpretation thereof could have a foreign corporation for U.S. federalmaterial adverse effect on our results of operations and the ability to utilize cash in a tax purposes.efficient manner.


Although we are incorporated in Ireland, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to section 7874 of the U.S. Internal Revenue Code of 1986, as amended ("Code"). For U.S. federal tax purposes, a corporation generally is considered a tax resident in the jurisdiction of its organization or incorporation. Because we are an Irish incorporated entity, we would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal tax purposes.

For Perrigo Company plc Refer to be treated as a foreign corporation for U.S. federal tax purposes under section 7874 of the Code, either (i) the former stockholders of Perrigo Company must own (within the meaning of section 7874 of the Code) less than 80% (by both vote and value) of our stock by reason of holding shares in Perrigo Company (the "ownership test") as of the closing of the Elan acquisition or (ii) we must have substantial business activities in Ireland after the Elan acquisition (taking into account the activities of our expanded affiliated group).

Upon our acquisition of Elan, Perrigo Company stockholders held 71% (by both vote and value) of our shares. As a result, we believe that under current law, we should be treated as a foreign corporation for U.S. federal tax purposes. However, we cannot assure that the IRS will agree with our position that the ownership test is satisfied. There is limited guidance regarding the section 7874 provisions, including the application of the ownership test. An unfavorable determination on Perrigo Company plc’s treatment as a foreign corporation under section 7874 of the Code could have a material impact on our consolidated financial statements in future periods.

Based on the limited guidance available, we currently expect that Section 7874 of the Code likely will limit our and our U.S. affiliates’ ability to use their U.S. tax attributes, such as net operating losses, to offset certain U.S. taxable income, if any, generated by the Elan acquisition or certain specified transactions for a period of time following the Elan acquisition (refer to Item 8, Note 141. Business - Government Regulation and Pricing).


Perrigo Company plc- Item 1A
Risk Factors

Changes to tax laws could have a material adverse effect on our results of operations and the ability to utilize cash in a tax efficient manner.

We believe that under current law, we should be treated as a foreign corporation for U.S. federal tax purposes. However, any ofthere is limited guidance regarding the following could adversely affect our statussection 7874 provisions. An unfavorable determination on Perrigo Company plc’s treatment as a foreign corporation for U.S. federal tax purposes:

Changesunder section 7874 of the Code or changes to the inversion rules in section 7874 of the Code, the IRS Treasury regulations promulgated thereunder, or other IRS guidance;guidance and
Legislative legislative proposals aimed at expanding the scope of U.S. corporate tax residence.

On April 4, 2016, the United States Treasury ("Treasury") and the IRS issued a package of temporary regulations that incorporate the guidance promised in the 2014 and 2015 notices and provide other rules. These temporary regulations are generally effective for certain inversion transactions completed on or after November 19, 2015 or, in certain cases, to certain specified post-inversion transactions occurring after that date provided that an inversion transaction had occurred on or after September 22, 2014. We do not believe that those regulations would apply to our transaction, which occurred prior to those effective dates. Treasury and the IRS also issued final regulations on June 3, 2015, which address the “substantial business activities” test of Section 7874 of the Code. We believe that those regulations, which have an effective date of June 4, 2015, also do not impact the treatment ofresidence could adversely affect our status as a foreign corporation under Section 7874, as our transaction also occurred prior to the effective date of those final regulations.

On October 16, 2016, Treasury released final regulations regarding corporatefor U.S. federal tax inversions and related earnings stripping. These final regulations include provisions that may be interpreted to impact otherwise common tax structures including intercompany financing and obligations. We believe that these regulations do not materially impact our intercompany financing and obligations. Treasury has indicated that they will continue to study certain portions of the proposed regulations that were not finalized, and we will evaluate the impacts of any additional guidance or regulations to our cross-border treasury management practices and intercompany financing structures at that time. We have no assurance that such guidance, if any, will not impact our ability to utilize existing or similar structures in the future.

The Organization for Economic Co-operation and Development, which represents a coalition of member countries, has recommended changes to numerous long-standing tax principles relating to Base Erosion and Profit Shifting ("BEPS"). These changes are being adopted and implemented by many of the countries in which we do business and may increase our taxes in these countries. In addition, the European Commission has launched several initiatives to implement BEPS actions including an anti-tax avoidance directive ("ATADI & II") and having a common (consolidated) corporate tax base. It is unclear at present if and how these initiatives will be implemented by the EU countries. Specifically, Ireland is embarking on a consultation process to implement the ATAD & II directives and BEPS related measures. The shape of this reform may adversely impact our consolidated effective tax rate.

On December 25, 2017, Belgium enacted a tax reform bill (“Belgium Tax Act”) providing for a simplified tax system including, among other items, a corporate income tax rate reduction from 33% to 29% in 2018 (and to 25% from 2020) and an increase in the participation exemption on qualifying dividends from 95% to 100% (refer to Item 8, Note 14 for further information related to the Belgium Tax Act).
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“U.S. Tax Act”). The U.S. Tax Act includes a number of significant changes to existing U.S. tax laws that impact us. These changes include a corporate income tax rate reduction from 35% to 21% and the elimination or reduction of certain U.S. deductions and credits, including limitations on the deductibility of interest expense and executive compensation. The U.S. Tax Act also transitions international taxation from a worldwide system to a modified territorial system. This modified territorial system includes, among other items, base erosion prevention measures which have the effect of subjecting certain earnings of our U.S. owned foreign corporations to U.S. taxation as global intangible low-taxed income (“GILTI”) and the establishment of a minimum tax on certain payments from our U.S. subsidiaries to related foreign persons as base erosion and anti-abuse tax (“BEAT”). These changes are effective beginning in 2018. The U.S. Tax Act also includes a one-time mandatory deemed repatriation tax on accumulated U.S. owned foreign
Perrigo Company plc- Item 1A
Risk Factors

corporations’ previously untaxed foreign earnings (“Transition Toll Tax”). The Transition Toll Tax will be paid over an eight-year period starting in 2018 and will not accrue interest.

Our preliminary estimate of the impact of the U.S. Tax Act (including the Transition Toll Tax) is subject to the finalization of management's analysis related to certain matters, such as developing interpretations of the provisions of the U.S. Tax Act, changes to certain estimates and amounts related to the earnings and profits of certain U.S. owned foreign subsidiaries and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the U.S. Tax Act may require further adjustments and changes in our estimates,purposes, which could have a material adverse effectimpact on our business, resultsConsolidated Financial Statements in future periods.

    Additionally, we are subject to tax laws in various jurisdictions globally, Refer to Item 1. Business - Government Regulation and Pricing for a discussion of operations or financial conditions. The final determination of the impact of therecent changes to U.S. Tax Act (including the Transition Toll Tax) will be completed as additional information becomes available, but no later than one year fromand EU tax laws, including the enactment of the U.S. Tax Act (refer to Item 8, Note 14 for further information related toin 2017, which includes the U.S. Tax Act).

global intangible low-taxed income ("GILTI") and base erosion and anti-abuse tax ("BEAT") regulations. Any of these changes could have a prospective or retroactive application to us, our shareholders, and affiliates, and could adversely affect us by changing our effective tax rate and limiting our ability to utilize cash in a tax efficient manner.


Our effective tax rate or cash tax payment requirements may change in the future, which could adversely impact our future results fromof operations.


A number of factors may adversely impact our future effective tax ratesrate or cash tax payment requirements, which may impact our future results and cash flows from operations (refer toItem 8. Note 1415for further information related to Income Taxes)). These factors include, but are not limited to:

Changes changes to income tax rates, to tax laws or the interpretation of such tax laws (including additional proposals for fundamental international tax reform)reform globally);
Income tax rate changes by governments;
The the jurisdictions in which our profits are determined to be earned and taxed;
Changes changes in the valuation of our deferred tax assets and liabilities;
Adjustments adjustments to estimated taxes upon finalization of various tax returns;
Adjustments adjustments to our interpretation of transfer pricing standards, treatment or characterization of intercompany transactions, changes in available tax credits, grants and other incentives;
Changes changes in stock-based compensation expense;
Changes changes in U.S. generally accepted accounting principles;
Expiration expiration or the inability to renew tax rulings or tax holiday incentives;
Divestitures and divestitures of current operations; andoperations.
Repatriation of non-U.S. earnings with respect to which we have not previously provided for U.S. taxes.

The resolution of uncertain tax positions could be unfavorable, which could have an adverse effect on our business.

Although we believe that our tax estimates are reasonable and that our tax filings are prepared in accordance with all applicable tax laws, the final determination with respect to any tax audit or any related litigation could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results or cash flows in the periods for which that determination is made and in future periods after the determination. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties or interest assessments.

We are currently involved in several audit and adjustment related disputes, including litigation, with the Internal Revenue Service (“IRS”). These include litigation regarding our 2009, 2010, 2011, and 2012 tax years, as well as proposed audit adjustments related to litigation costs and transfer pricing positions related to Athena Neurosciences, Inc. (“Athena”), a subsidiary of Elan acquired in 1996, for the 2011, 2012 and 2013 tax years.

Perrigo Company plc- Item 1A
Risk Factors

At this time, we cannot predict the outcome of any audit or related litigation. Unfavorable resolutions of the audit matters discussed above could have a material impact on our consolidated financial statements in future periods. (refer to Item 8. Note 14 for further information related to uncertain tax positions and ongoing tax audits and Item 8. Note 16 for further information related to legal proceedings).

Risks Related to Capital and Liquidity Risks

Our historical failure to timely file our periodic reports with the SEC may limit our options in accessing the public markets to raise debt or equity capital, which in turn may limit our ability to pursue future transactions or strategies.

We did not timely file our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 or our Quarterly Report on Form 10-Q for the quarter ended April 1, 2017. As a result, there currently are limits on our ability to access the public markets. For example, we are not eligible to use Form S-3 until we establish the required history of making timely filings for twelve full calendar months. The ability to use Form S-3 to register public offerings in the United States offers certain benefits, such as relatively lower costs and shorter time-frames to prepare a registration statement and cause it to become effective, which may enhance our ability to take advantage of positive market conditions as they develop. The limited availability of access to the public markets could increase the time and costs related to raising capital or prevent us from pursuing transactions or implementing future business strategies. We expect we will again become eligible to use Form S-3 as of June 1, 2018; however, any failure by us to timely file one or more of our periodic reports or otherwise remain current in our SEC reporting requirements may further inhibit our ability to access the public markets.


Our indebtedness could adversely affect our ability to implement our strategic initiatives.


We anticipate that cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities will substantially fund working capital and capital expenditures. Our business requires continuous capital investments, and there can be no assurance that financial capital will always be available on favorable terms or at all. Additionally, our leverage and debt service obligations could adversely affect the business. At December 31, 2017,2020, our total indebtedness outstanding was $3.3$3.6 billion.


Our senior credit facilities, the agreements governing our senior notes, and agreements governing our other indebtedness contain a number of restrictions and covenants that limit our ability to make distributions or other payments to our investors and creditors unless certain financial tests or other criteria are satisfied.
We also must comply with certain These covenants include specified financial ratios and tests. These restrictionstests, which could affect our ability to operate our business and mayor limit our ability to take advantage of potential business opportunities, such as acquisitions. If we
43

Perrigo Company plc- Item 1A
Risk Factors
do not comply with the covenants and restrictions contained in our senior credit facilities,the agreements governing our senior notes, and agreements governing our other indebtedness, we could be in default under those agreements, and the debt, together with accrued interest, could then be declared immediately due and payable.

AnyA default under our senior credit facilities or agreements governing our senior notes or othercertain indebtedness could lead to an acceleration of debt under other debt instruments that contain cross-acceleration or cross-default provisions. If our indebtedness is accelerated, there can be no assurance that we would be able to repay or refinance our debt or obtain sufficient new financing.

Downgrades to our credit ratings may limit our access to capital and materially increase borrowing costs on current or future financing, including via trade payables with vendors. Customers' inclination to purchase goods from us may also be affected by the publicity associated with deterioration of our credit ratings.

There are various maturity dates associated with our credit facilities, senior notes, and other debt facilities. There is no assurance that cash, future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. Further, there is no assurance that future refinancing or renegotiation of our senior credit facilities, senior notes or other debt facilities, or additional agreements will not have materially different or more stringent terms (refer toThere are various maturity dates associated with our credit facilities, senior notes, and other debt facilities. There is no assurance that cash, future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. Further, there is no assurance that any future refinancing or renegotiation of our senior credit facilities, senior notes or other debt facilities, or additional agreements will not have materially different or more stringent terms (refer toItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations).
Perrigo Company plc- Item 1A7. Management’s Discussion and Analysis of Financial Condition and Results of Operations).
Risk Factors



We cannot guarantee that we will buy back our ordinary shares pursuant to our announced share repurchase plan or that our share repurchase plan will enhance long-term shareholder value.

In October 2015,2018 our Board of Directors authorized a $2.0up to $1.0 billion three-yearof share repurchase plan.repurchases with no expiration date, subject to the Board of Directors’ approval of the pricing parameters and amount that may be repurchased. During the three monthsyear ended December 31, 2015,2020, we repurchased an aggregate of 3.4 million of our ordinary shares through the plan totaling $500.0 million. During 2016, we did notunder such authorization at an average purchase any shares in the open market. During 2017, we repurchased $191.5 million worthprice of shares.$48.28 per share. The specific timing and amount of additional buybacks under the authorization, if any, will depend upon several factors, including market and business conditions, the trading price of our ordinary shares, and the nature of other investment opportunities.opportunities and the availability of our distributable reserves. Buybacks of our ordinary shares pursuant to our share repurchase plan could affect the market price of our ordinary shares, or increase their volatility. Additionally, our share repurchase plan couldvolatility or diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. Although our share repurchase plan is intended to enhance long-term shareholder value, there is no assurance that it will do so, and short-term share price fluctuations could reduce the plan’s effectiveness.

Any additional shares we may issue could dilute your ownership in the Company.


Under Irish law, our authorized share capital can be increased by an ordinary resolution of our shareholders, and the directors may issue new ordinary or preferred shares up to a maximum amount equal to the authorized but unissued share capital, without shareholder approval, once authorized to do so by the articles of association or by an ordinary resolution of our shareholders.


Subject to specified exceptions, Irish law grants statutory preemption rights to existing shareholders to subscribe for new issuances of shares for cash, but allows shareholders to authorize the waiver of the statutory preemption rights either in our articles of association or by way of a special resolution withresolution. Such disapplication of these preemption rights can either be generally applicable or be in respect to anyof a particular allotment of shares.


Our articlesAt our annual general meeting of association contain, as permitted by Irish company law, a provision authorizingshareholders in May 2020, our shareholders authorized our Board of Directors to issue newup to a maximum of 33% of our issued ordinary capital on that date for a period of 18 months from the passing of the resolution. At the annual general meeting, our shareholders also authorized our Board of Directors to issue ordinary shares on a nonpreemptive basis in the following circumstances: (i) an issuance of shares in connection with any rights issuance and (ii) an issuance of shares for cash, without offering preemption rights. The authorizationif the issuance is limited to up to 5% of the directors to issue shares andCompany’s issued ordinary share capital (with the authorizationpossibility of issuing an additional 5% of the waiverCompany’s issued ordinary share capital provided the Company uses it only in connection with an acquisition or a specified capital investment that is announced contemporaneously with the issuance, or which has taken place in the preceding six-month period and is disclosed in the announcement of the statutory preemption rights must both be renewed byissuance), bringing the shareholders at least every five years, and we cannot provide any assurance that these authorizations will always be approved, which couldtotal acceptable limit our abilityfor nonpreemptive share issuances for cash to issue equity and thereby adversely affect10% of the holders of our securities.Company’s issued ordinary share capital.


44

Perrigo Company plc- Item 1A
Risk Factors
We are incorporated in Ireland; Irish law differs from the laws in effect in the United States and may afford less protection to, or otherwise adversely affect, our shareholders.
As an Irish company, we are governed by the Irish Companies Act 2014 (the "Act"). The Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers, amalgamations and acquisitions, takeovers, shareholder lawsuits, and indemnification of directors.


Under Irish law, the duties of directors and officers of a company are generally owed to the company only. As a result, shareholders of Irish companies do not have the right to bring an action against the directors or officers of a company for the breach of such duties, except in limited circumstances.

Depending on the circumstances, shareholdersShareholders may be subject to different or additional tax consequences under Irish law as a result of the acquisition, ownership and/or disposition of ordinary shares, including, but not limited to, Irish stamp duty, dividend withholding tax, Irish income tax, and capital acquisitions tax.

There is no treaty between Ireland and the U.S. providing for the reciprocal enforcement of foreign judgments. Before a foreign judgment would be deemed enforceable in Ireland, the judgment must be (i) for a definite sum, (ii) provided by a court of competent jurisdiction and be for a(iii) final and conclusive sum.conclusive. An Irish courtHigh Court may exercise its right to refuse to recognize and enforce a foreign judgment if the foreign judgment was obtained by fraud, if it violated Irish public policy, if it is in breach of natural justice, or if it is irreconcilable with an earlier judgment.

Perrigo Company plc- Item 1A
Risk Factors

An Irish courtHigh Court may stay proceedings if concurrent proceedings are being brought elsewhere. Judgments of U.S. courts of liabilities predicated upon U.S. federal securities laws may not be enforced by Irish courtsHigh Courts if deemed to be contrary to public policy in Ireland.

We are subject to Irish takeover rules under which our Board of Directors is not permitted to take any action without shareholder or Irish Takeover Panelapproval that might frustrate an offer for our ordinary shares once we have received an approach that may lead to an offer, or have reason to believe an offer is or may be imminent. Further, itIt could be more difficult for us to obtain shareholder approval for a merger or negotiated transaction than if we were a U.S. company because the shareholder approval requirements for certain types of transactions differ, and in some cases are greater, under Irish law.

Additionally, under the Irish Takeover Panel Act, 1997, Takeover Rules, 2013, the Board of Directors is not permitted to take any action that might frustrate an offer for our ordinary shares, including issuing additional ordinary shares or convertible equity, making material acquisitions or dispositions, or entering into contracts outside the ordinary course of business, once the Board of Directors has received an approach that may lead to an offer or has reason to believe that such an offer is or may be imminent, subject to certain exceptions. These provisions may give the Board of Directors less ability to control negotiations with hostile offerors and protect the interests of holders of ordinary shares than would be the case for a corporation incorporated in a jurisdiction of the United States.

We may be limited in our ability to pay dividends or repurchase shares in the future.


A number of factors may limit our ability to pay dividends in the future, including:including, among other things:


The availability of distributable reserves, as approved by our shareholders and the Irish High Court;

Our ability to receive cash dividends and distributions from our subsidiaries;

Compliance with applicable laws and debt covenants; and

Our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors may deem relevant.relevant; and

The availability of our distributable reserves, being profits of the company available for distribution to shareholders.

Under Irish law, distributable reserves are the accumulated realized profits so far as not previously utilized by distribution or capitalization, less accumulated realized losses so far as not previously written off in a reduction or a reorganization of capital duly made. In addition, no distribution or dividend may be made if, at the time of the distribution or dividend, our net assets are not, or would not be, after giving effect to such distribution or dividend, be equal to, or in excess of, the aggregate of our called-up share capital plus undistributable reserves.

    While we currently expect to continue paying dividends and operating our share repurchase plan, significant changes in our business or financial condition such as asset impairments, sustained operating losses and the selling of assets, could impact the amount of distributable reserves available to us. We could seek to create additional distributable reserves through a reduction in our share premium, which would require 75% shareholder approval and the approval of the Irish High Court. The Irish High Court's approval is a matter for the discretion of the
45

Perrigo Company plc- Item 1A
Risk Factors
court, and there can be no assurances that such approval would be obtained. In the event that additional distributable reserves are not created in this way, dividends, share repurchases or other distributions would generally not be permitted under Irish law until such time as we have created sufficient distributable reserves in our audited statutory financial statements as a result of our business activities.

ITEM 1B.
ITEM 1B.    UNRESOLVED STAFF COMMENTS


Not applicable.


ITEM 2.PROPERTIES
ITEM 2.    PROPERTIES
Our world headquarters is located in Dublin, Ireland, and our North American base of operations is located in Allegan, Michigan. We manufacture products at 2821 worldwide locations and have R&D, logistics, and office support facilities in many of the regions in which we operate. We own approximately 72%71% of our facilities and lease the remainder. Our primary facilities by geographic area were as follows at December 31, 2017:
2020:
CountryNumber of FacilitiesSegment(s) Supported
Ireland1CSCA, CSCI, RX
United States44CSCA, CSCI, RX
Mexico9CSCA
United Kingdom7CSCI
France6CSCI
Belgium4CSCI
Austria3CSCI
India3CSCA, CSCI
Israel3CSCA, RX
Australia2CSCI
Germany2CSCI
CountryNumber of FacilitiesSegment(s) Supported
Ireland1CHCA, CHCI, RX
United States44CHCA, RX, Other
Mexico9CHCA
United Kingdom7CHCI
France6CHCI
Belgium4CHCI
Austria4CHCI
Australia3CHCI
Israel3CHCA, CHCI, RX
India2CHCA
Germany2CHCI
Switzerland2CHCI
Italy1CHCI
Portugal1CHCI


Perrigo Company plc - Item 2


We believe that our production facilities are adequate to support the business, and our property and equipment are well maintained. Our manufacturing plants are suitable for their intended purposes and have capacities for current and near term projected needs of our existing products. As previously announced, we are making strategic investments in certain of our manufacturing plants to enhance our manufacturing capabilities.


ITEM 3.
ITEM 3.    LEGAL PROCEEDINGS


Information regarding our current legal proceedings is presented in Item 8. Note 1617.


ITEM 4.
ITEM 4.    MINE SAFETY DISCLOSURES


Not applicable.


46

Perrigo Company plc - Additional Item
Executive Officers



ADDITIONAL ITEM. INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT


Our executive officers and their ages and positions as of February 23, 201826, 2021 were:
Title and Business ExperienceAge
Svend AndersenMr. Andersen was named Executive Vice President and President, Consumer HealthcareSelf-Care International in February 2017. Prior to joining Perrigo in May 2016, Mr. Andersen served as Executive Vice President - Europe for LEO-Pharma from December 2015 to May 2016. Prior to that, he was Regional President and Corporate officer at Hospira, Inc.’s Europe, Middle East and Africa (“EMEA”) business for five years, was Executive Vice President responsible for the Western European division’s pharmaceuticals, generics, OTC and hospital products businesses at Actavis from 2008 to 2015 including leading Alpharma’s EMEA businesses prior to its acquisition by Actavis, and prior to that, spent 10 years with Ferrosan (A Novo Nordisk Subsidiary) specialized in OTC and consumer health products as Vice President for Global Commercial Operations.5659
James E. Dillard IIIJames E. Dillard III was named Executive Vice President and Chief Scientific Officer in January 2019. Mr. Dillard joined Perrigo from Altria Group, Inc., where he served as Senior Vice President, Research, Development and Sciences and Chief Innovation Officer from January 2009 to May 2018. During his tenure with Altria Group, Mr. Dillard led the creation of the Regulatory Affairs function in 2009 and also served as Chief Innovation Officer for Altria Client Services and Senior Vice President of Research, Development & Regulatory Affairs for Altria Group. He held science and technology leadership roles with U.S. Smokeless Tobacco Company, an Altria Group Inc. operating company, from 2001 to 2009. Mr. Dillard worked for the U.S. Food and Drug Administration between 1987 and 2001 as Director of the Division of Cardiovascular and Respiratory Devices, as well as in various leadership roles in the Center for Devices and Radiological Health and the Office of Device Evaluation.57
Thomas M. FarringtonMr. Farrington was named Executive Vice President and Chief Information Officer in November 2015. He formerly served as Senior Vice President and Chief Information Officer from October 2006 to November 2015.6063
Ronald C. JanishMr. Janish was named Chief Transformation Officer in January 2019 and Executive Vice President of Global Operations and Supply Chain in October 2015. He served as Senior Vice President of International and Rx Operations from 2012 until 2015 and as Managing Director of Perrigo’s Australian operations from 2010 to 2012. Previously, he held Senior Vice President roles for Perrigo in International Market Development, China Business Development and Global Procurement.5255
Murray S. KesslerMr. Kessler was appointed President, Chief Executive Officer and Board Member of Perrigo Company plc, effective October 8, 2018. Before joining Perrigo, Mr. Kessler served as the Chairman of the Board of Directors, President and Chief Executive Officer of Lorillard, Inc. (2010-2015). He served as Vice Chair of Altria, Inc. (2009) and President and CEO of UST, Inc. (2000-2009), a wholly owned subsidiary. Previous to his time at UST, Mr. Kessler had over 18 years of consumer packaged goods experience with companies including Vlasic Foods International, Campbell Soup and The Clorox Company. Since 2015, Mr. Kessler has served as voluntary President of the United States Equestrian Federation, a non-profit national governing body.61
Todd W. KingmaMr. Kingma was named Executive Vice President, General Counsel and Secretary in May 2006. He served as Vice President, General Counsel and Secretary from August 2003 to May 2006.5861
Sharon KochanMr. Kochan was named Executive Vice President and President, RX Pharmaceuticals in October 2018. He served as Executive Vice President and President, Branded Consumer Healthcare and International infrom February 2017.2017 to October 2018. He served as Executive Vice President and General Manager, Consumer Healthcare International from August 2012 to February 2017. He served as Executive Vice President, General Manager of Prescription Pharmaceuticals from March 2007 to July 2012 and as Senior Vice President of Business Development and Strategy from March 2005 to March 2007. Mr. Kochan was Vice President, Business Development of Agis Industries (1983) Ltd. from July 2001 until the acquisition of Agis by the Company in March 2005.4952
James R. MichaudMr. Michaud was named Executive Vice President, Chief Human Resources Officer in August 2016. In 2014, Mr. Michaud was President of Human Resources Strategies, a consulting company focused on providing business based human resource strategies to a wide variety of companies in multiple industries. His corporate career spanned senior human resource roles in Alcoa, Arcelor Mittal Steel, and most recently, Cliffs Natural Resources, where he served as Executive Vice President, Chief Human Resources Officer from 2010 to 2014.62
Jeffrey R. NeedhamMr. Needham was named Executive Vice President and President of Consumer Healthcare Americas in October 2009. He served as Senior Vice President of Commercial Business Development for Consumer Healthcare from March 2005 through October 2009. Previously, he served as Senior Vice President of International from November 2004 to March 2005. He served as Managing Director of Perrigo’s U.K. operations from May 2002 to November 2004 and as Vice President of Marketing from 1993 to 2002.61
Grainne QuinnMs.Dr. Quinn was named Executive Vice President in July 2016 and has served as Chief Medical Officer since November 2015. Prior to that she served as Vice President and Head of Global Patient Safety from January 2014 until November 2015. Dr. Quinn was Vice President and Head of Global Pharmacovigilance and Risk Management for Elan from April 2009 until December 2013 when the Company acquired Elan.4851
Uwe F. RoehrhoffRaymond P. SilcockMr. RoehrhoffSilcock was appointednamed Executive Vice President and Chief ExecutiveFinancial Officer and Board Member effective January 15, 2018.in March 2019. Prior to joining Perrigo, Mr. RoehrhoffSilcock served as Chief Financial Officer at INW Holdings from 2018 to 2019 and as Executive Vice President and Chief Financial Officer of CTI Foods from 2016 to 2018. In March 2019, CTI Foods filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in U.S. Bankruptcy Court in Delaware. From 2013 until the company’s sale in 2016, Mr. Silcock was Executive Vice President and Chief Financial Officer of Diamond Foods, Inc. and previously held Chief Financial Officer roles at UST, Inc., Swift & Co. and Cott Corporation. He also served on the board of Pinnacle Foods, Inc. from 2008 until the company was sold in 2018. His early career was highlighted by an 18-year tenure in positions of increasing responsibility at Campbell Soup Company. Mr. Silcock is a Fellow of the Chartered Institute of Management Accountants (UK).70
47

Perrigo Company plc - Additional Item
Executive Officers

Title and Business ExperienceAge
Richard S. SorotaMr. Sorota was named Executive Vice President and General Manager of Consumer Self-Care Americas in March 2020. He previously served as Chief Executive Officer of Gerresheimer AG, a leading global manufacturer of pharmaceutical packaging products and medical devices for storage, dosage and safe administration of drugs. He began his career with Gerresheimer AG in 1991 and steadily advanced to serve in a number of key leadership roles in Europe and North America, including leading the American subsidiary Gerresheimer Glass Inc. from 2001 to 2010. He served as an executive board member from 2003 to 2017, responsible for two of the company’s three business units, and CEO of Gerresheimer AG from 2010 until his retirement in August 2017. Mr. Roehrhoff served as Audit Committee Chairman on the Board of Directors of Catalent, Inc. from February 2017 to February 2018 and as deputy chairman of Klöckner&Co SE since May 2017.55
Paul WeningerMr. Weninger was named Executive Vice President of Ranir Global Quality OperationsHoldings LLC from July 2015 to March 2020. Mr. Sorota has a long history of experience in December 2015. He served as Senior Vice President, U.S. Quality Operations from 2013 to 2015; Vice President, Consumer Healthcaregeneral management, sales, marketing and Rx Quality Operations, U.S. and Asia Pacific from 2010 to 2013; Vice President, Global CHC Quality Operations from 2007 to 2010.54
John WesolowskiMr. Wesolowski was named Executive Vice President, President RX in November 2016. He previously was named as Acting General Manager, RX, in July 2016 and served in that capacity until November 2016. Previously,product development. While at BISSELL Inc., he served as Senior Vice President of RX Commercial Operations, from 2013 until July 2016. Mr. Wesolowski joined Perrigo in February 2004 as the Vice President, RXand General Manager for Global Sales and Marketing and was subsequently promoted to thethen Executive Vice President of Global Commercial Operations. Previous roles include serving as President of Consumer Business for HARMAN International, Senior Vice President of RX Sales and MarketingGeneral Manager at The Scotts Miracle-Gro Company, and senior leadership roles in 2012.marketing and innovation for Philips Electronics and brand management at Procter & Gamble. Rich began his career in Finance at General Electric.5057
Ronald L. WinowieckiRobert WillisMr. WinowieckiWillis was appointed CFOnamed Executive Vice President and Chief Human Resources Officer in February 2018. He servedMarch 2019 after serving as Acting CFO from February 2017 to February 2018; Senior Vice President of Business Finance from January 2014Human Resources Global Businesses for nearly six years. Prior to February 2017; Vice President for Treasuryjoining Perrigo, Mr. Willis gained more than 20 years of experience in Human Resources leadership through roles with Fawaz Alhokair Group in the Middle East, GE Capital in the UK and Accounting Shared Services from September 2011 to December 2013;Ireland, DoubleClick in North America and internationally, and Norkom Technologies in Europe and North America. He also was a Partner and Founding Member of the Company’s Corporate Vice President Treasurer from October 2008 to August 2011.Black & White Group.5152



48

Perrigo Company plc - Item 5



PART II.

ITEM 5.
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Prior to June 6, 2013, our common equity traded on the Nasdaq Global Select Market under the symbol PRGO. Since June 6, 2013, our common equity has traded on the New York Stock Exchange ("NYSE") under the symbol PRGO. In association with the acquisition of Agis Industries (1983) Ltd., our common equity has been trading on the Tel Aviv Stock Exchange ("TASE") since March 16, 2005.2005 under the same symbol. As of February 23, 2018,26, 2021, there were 1,4984,217 record holders of our ordinary shares.


Set forth below are the high and low sale prices for our ordinary shares on the NYSE for the periods indicated:
 Year Ended Six Months Ended
 December 31, 2017 December 31, 2016 December 31, 2015
 High Low High Low High Low
First quarter$87.48
 $66.29
 $152.36
 $122.62
 $198.42
 $158.35
Second quarter$77.74
 $65.47
 $133.53
 $84.85
 $167.92
 $140.40
Third quarter$89.87
 $63.68
 $99.14
 $82.50
 N/A
 N/A
Fourth quarter$91.73
 $79.70
 $97.17
 $79.72
 N/A
 N/A

The graph below shows a comparison of our cumulative total return with the cumulative total returns for the S&P 500 Index and the S&P Pharmaceuticals Index. The graph assumes an investment of $100 at the beginning of the period and the reinvestment of any dividends. Information in the graph is presented for the years ended December 31, 20122015 through December 31, 2017.2020.
Perrigo Company plc - Item 5



COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG PERRIGO COMPANY PLC**, THE S&P 500 INDEX, AND THE S&P PHARMACEUTICALS INDEX
prgo-20201231_g4.jpg
*     $100 invested on December 31, 2015 in stock or index - including reinvestment of dividends. Indexes calculated on month-end basis.
** Perrigo Company prior to December 31, 2013. Perrigo Company plc beginning December 18, 2013.
 12/31/201212/31/201312/31/201412/31/201512/31/201612/31/2017
Perrigo Company plc$100.00$147.94$161.60$140.30$81.18$85.72
S&P 500$100.00$132.39$150.51$152.59$170.84$208.14
S&P Pharmaceuticals$100.00$135.23$165.27$174.84$172.10$193.74


*$100 invested on December 31, 2012 in stock or index - including reinvestment of dividends. Indexes calculated on month-end basis.
**Perrigo Company prior to December 18, 2013. Perrigo Company plc beginning December 18, 2013.

In January 2003, the Board of Directors adopted a policy of paying quarterly dividends. The declaration and payment of dividends and the amount paid, if any, are subject to the discretion of the Board of Directors and depend on our earnings, financial condition, capital and surplus requirements and other factors the Board of Directors may consider relevant (refer to Item 8. Note 11 for additional information on dividends paid).

In October 2015, the Board of Directors approved a three-year share repurchase plan of up to $2.0 billion.billion (the "2015 Authorization"). Following the expiration of our 2015 share repurchase plan authorization in October 2018, our Board of Directors authorized up to $1.0 billion of share repurchases with no expiration date, subject to the Board of Directors’ approval of the pricing parameters and amount that may be repurchased under each specific share repurchase program (the "2018 Authorization"). During the year ended December 31, 2020, we repurchased 3.4 million ordinary shares at an average purchase price of $48.28 per share for a total of $164.2 million under the 2018 Authorization. We did not repurchase any shares under the share repurchase plan during the three monthsyear ended December 31, 2017.2019. During the year ended December 31, 2017,2018, we repurchased 2.75.1 million ordinary shares at an average repurchase price of $71.72$77.93 per share, for a total of $191.5 million. We did not repurchase any shares$400.0 million, which were repurchased under the share2015 Authorization.

49

Perrigo Company plc - Item 5

Share repurchase planactivity during the year ended December 31, 2016. During the sixthree months ended December 31, 2015, we repurchased 3.3 million ordinary shares at an average repurchase price of $151.59 per share, for a total of $500.0 million.2020 was as follows:

Perrigo Company plc - Item 6

Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced PlansApproximate Value of Shares Available for Purchase
October 1 - October 31, 2020— $— — 
November 1 - November 30, 20201,702,800 $48.17 1,702,800 
December 1 - December 31, 20201,697,200 $48.44 1,697,200 $ 835.80 million
Total3,400,000 $ 835.80 million


ITEM 6.
ITEM 6.    SELECTED FINANCIAL DATA


The Consolidated Statements of Operations data set forth below with respect to the years ended December 31, 20172020, December 31, 2019, and December 31, 2016, the six months ended December 31, 2015 and December 27, 2014, and the year ended June 27, 2015,2018, and the Consolidated Balance Sheet data at December 31, 2017, December 31, 2016,2020 and December 31, 20152019 are derived from and are qualified by reference to the audited consolidated financial statements included in Item 8 of this report and should be read in conjunction with those financial statements and notes.notes and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Consolidated Statements of Operations data set forth below with respect to the year ended June 28, 2014December 31, 2017 and December 31, 2016 and the Consolidated Balance Sheet data at June 27, 2015 and June 28, 2014December 31, 2018, December 31, 2017, December 31, 2016, are derived from audited consolidated financial statements not included in this report.
Year Ended
(in millions, except per share amounts)
December 31, 2020(1)
December 31, 2019(2)
December 31, 2018December 31, 2017
December 31, 2016(3)
Statements of Operations Data
Net sales$5,063.3 $4,837.4 $4,731.7 $4,946.2 $5,280.6 
Cost of sales3,248.1 3,064.1 2,900.2 2,966.7 3,228.8 
Gross profit1,815.2 1,773.3 1,831.5 1,979.5 2,051.8 
Operating expenses1,699.8 1,568.5 1,595.0 1,381.3 4,051.5 
Operating income (loss)$115.4 $204.8 $236.5 $598.2 $(1,999.7)
Net income (loss)$(162.6)$146.1 $131.0 $119.6 $(4,012.8)
Diluted earnings (loss) from continuing operations per share$(1.19)$1.07 $0.95 $0.84 $(28.01)
Dividends declared per share$0.90 $0.82 $0.76 $0.64 $0.58 

(1) Includes the results of operations for assets acquired from High Ridge Brands and Sanofi for the nine months and two months ended     December 31, 2020, respectively, as well as results of operations for our Rosemont Pharmaceuticals business that was divested on June 19, 2020.
(2) Includes the results of operations for assets acquired from Ranir Global Holdings, LLC for the six months ended December 31, 2019, as well as results of operations for our animal health business that was divested on July 8, 2019.
(3) Includes the results of operations for assets acquired from Barr Laboratories, Inc. and assets acquired from Matawan Pharmaceuticals, LLC for the five months and eleven months and one week ended December 31, 2016, respectively.

(in millions)December 31, 2020December 31, 2019December 31, 2018December 31, 2017December 31,
2016
Balance Sheet Data
Cash and cash equivalents$641.5 $354.3 $551.1 $678.7 $622.3 
Total assets$11,488.4 $11,301.4 $10,983.4 $11,628.8 $13,870.1 
Long-term debt, less current portion$3,528.3 $3,365.8 $3,052.2 $3,270.8 $5,224.5 

50
 Year Ended Six Months Ended Year Ended
(in millions, except per share amounts)December 31, 2017 
December 31, 2016(1)
 
December 31, 2015(2)
 
December 27, 2014(3)
 
June 27, 2015(4)
 
June 28, 2014(5)
Statements of Operations Data           
Net sales$4,946.2
 $5,280.6
 $2,632.2
 $1,844.7
 $4,227.1
 $3,914.1
Cost of sales2,966.7
 3,228.8
 1,553.3
 1,170.9
 2,582.9
 2,462.0
Gross profit1,979.5
 2,051.8
 1,078.9
 673.8
 1,644.2
 1,452.1
Operating expenses1,381.3
 4,051.5
 1,011.3
 384.1
 971.7
 880.7
Operating income (loss)$598.2
 $(1,999.7) $67.6
 $289.7
 $672.5
 $571.4
            
Net income (loss)$119.6
 $(4,012.8) $42.5
 $180.6
 $136.1
 $232.8
            
Diluted earnings from continuing operations per share$0.84
 $(28.01) $0.29
 $1.34
 $0.97
 $2.01
            
Dividends declared per share$0.64
 $0.58
 $0.25
 $0.21
 $0.46
 $0.39

Perrigo Company plc - Item 7

Executive Overview
(1)
Includes the results of operations for assets acquired from Barr Laboratories, Inc. and assets acquired from Matawan Pharmaceuticals, LLC for the five months and eleven months and one week ended December 31, 2016, respectively.
(2)
Includes the results of operations of Naturwohl and the GSK, ScarAway®, and Entocort® asset acquisitions for the two and a half months, three months, three months, and two weeks ended December 31, 2015, respectively.
(3)
Includes the results of operations for assets acquired from Lumara Health, Inc. for the two months ended December 27, 2014.
(4)
Includes the results of operations for assets acquired from Lumara Health, Inc. and the results of operations of Omega Pharma Invest N.V. and Gelcaps Exportadora de Mexico, S.A. de C.V. for the eight, three, and two months ended June 27, 2015, respectively.
(5)
Includes the results of operations for Elan Corporation, plc and results of operations for assets acquired from Fera Pharmaceuticals, LLC (Methazolomide) and Aspen Global Inc. for the six, five and four months ended June 28, 2014, respectively.

(in millions)December 31, 2017 December 31, 2016 December 31, 2015 December 27, 2014 June 27,
2015
 June 28,
2014
Balance Sheet Data           
Cash and cash equivalents$678.7
 $622.3
 $417.8
 $3,596.1
 $785.6
 $799.5
Total assets11,628.8
 13,870.1
 $19,349.6
 16,508.4
 $19,591.9
 $13,879.1
Long-term debt, less current portion3,270.8
 5,224.5
 4,971.6
 4,439.4
 5,246.9
 5,246.9

ITEM 7.
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following Management's Discussion and Analysis ("MD&A") is intended to provide readers with an understanding of our financial condition, results of operations, and cash flows by focusing on changes in certain key measures from year to year. This MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and accompanying Notes found in Item 8 of this report. See also "Cautionary Note Regarding Forward-Looking Statements."

Perrigo Company plc - Item 7
Executive Overview


EXECUTIVE OVERVIEW


Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries.


We are a leading global healthcare company, delivering valueOur vision is to our customers and consumersmake lives better by providingbringing Quality, Affordable HealthcareSelf-Care Products®. Founded in 1887 as a packager of home remedies, we have built a unique business model that is best described as the convergence of a fast-moving consumer goods company, a high-quality pharmaceutical manufacturing organization and a world-class supply chain network. We believe weconsumers trust everywhere they are one of the world's largest manufacturers of over-the-counter (“OTC”) healthcare products and suppliers of infant formulas for the store brand market.sold. We are a leading provider of branded OTC products throughout Europe,over-the-counter ("OTC") health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. We are also a leading producer of generic prescription pharmaceutical topical products such asincluding creams, lotions, gels and gels,nasal sprays.

This vision is designed to support our global reach as wellwe shift our focus to our consumer branded and store brand portfolio and embrace the opportunities for growth we see ahead of us, while remaining loyal to our heritage. Our vision represents an evolution from healthcare to self-care, which takes advantage of a massive global trend and opens up a large number of adjacent growth opportunities. We define self-care as nasal spraysnot just treating disease or helping individuals feel better after using a product, but also maintaining and injection ("extended topical") prescription drugs. We are headquarteredenhancing their overall health and wellness. Consistent with our vision, in Ireland,2019 Perrigo’s management and sellboard of directors launched a three-year strategy to transform the Company into a consumer self-care leader. Significant progress has been made on our products primarilytransformation journey towards achieving the major components of management’s transformation strategy, which consists of: reconfiguring the portfolio, delivering on base plans, creating repeatable platforms for growth, driving organizational effectiveness and capabilities, funding growth sustainably, allocating capital, and delivering consistent and sustainable results in North America and Europe, as well as in other markets, including Australia, Israel and China.line with consumer-packaged goods peers.


Our fiscal year previously consisted of a 52- or 53-week year ending on or around June 30 of each year with each quarter ending on the Saturday closest to each calendar quarter end. Beginning on January 1, 2016, we changed our fiscal year to beginbegins on January 1 and endends on December 31 of each year. As a result of our change in yearWe end this report on Form 10-K discloses the results of our operations for:

The twelve-month period from January 1, 2017 through December 31, 2017;
The twelve-month period from January 1, 2016 through December 31, 2016;
The twelve-month period from January 1, 2015 through December 31, 2015;
The six-month period from June 28, 2015 through December 31, 2015; and
The six-month period from June 29, 2014 through December 27, 2014.

Calendar-year data for 2015 was derived from our audited results for the six-month period ended December 31, 2015 and unaudited results for the fiscal quarters ended March 28, 2015 and June 27, 2015. We cut off our quarterly accounting periods on the Saturday closest to the end of the calendar quarter, with the fourth quarter ending on December 31 of each year.


Our Segments

Our reporting and operating segments are as follows:


Consumer HealthcareSelf-Care Americas ("CHCA" ("CSCA"), comprises our consumer self-care business (OTC, infant formula, and oral self-care categories, our divested animal health category, and contract manufacturing) in the U.S., Mexico and Canada consumer healthcare business (OTC, contract, infant formula and animal health categories).
Canada.
Consumer HealthcareSelf-Care International("CHCI" ("CSCI"),comprises our branded consumer healthcareself-care business primarily branded in Europe and Australia, our consumer focused businessesstore brand business in the U.K., Australia,United Kingdom and Israel. This segment also includesparts of Europe and Asia, and our U.K.divested liquid licensed products business.
business in the United Kingdom.
Prescription Pharmaceuticals("RX" ("RX"),comprises our prescription pharmaceuticals business in the U.S. Prescription Pharmaceuticals business.
, which are predominantly generics, and our pharmaceuticals and diagnostic businesses in Israel.


We also had two legacy operating segments, Specialty Sciences and Other, which contained our Tysabri® financial asset and Active Pharmaceuticals business ("API") businesses, respectively, which we divested (refer to Item 8. Note 2 and Note 6). Following these divestitures, there were no substantial assets or operations left in either of these segments. Effective January 1, 2017, all expenses associated with our former Specialty Sciences segment were moved to unallocated expenses.    Our segments reflect the way in which our management makes operating decisions, allocates resources and manages the growth and profitability of the Company.


    For information on each segment, our business environment, and competitive landscape, refer to Item 1. Business - Our Segments. For results by segment and geographic locations see below "Segment Results" and Item 8. Note 192. See Item 1. Business for information on our business environment and competitive landscape.Note 20.


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Perrigo Company plc - Item 7
Executive Overview



Strategy


Our strategyobjective is to deliver Quality Affordable Healthcare Products® grow our business by responsibly bringing our self-care vision to life. We aim to accomplish this by leveraging our global infrastructure to expand our product offerings, thereby providing new innovative products and product line extensions to existing consumers and servicing new healthcare consumers through entry into adjacent orproduct categories, new markets. We accomplishgeographies and new channels of distribution. Critical to this strategy byis investing in and continually improving all aspects of our five strategic pillars:pillars which we call the Perrigo Advantage:


High quality;
Superior customer service;
Leading innovation;
Best cost; and
Empowered people.people,


while remaining true to our three core values, Integrity - we do what is right; Respect - we demonstrate the value we hold for one another; and Responsibility - we hold ourselves accountable for our actions. While delivering on our strategy, we remain committed to our corporate responsibility and sustainability programs, which include environmental and social initiatives, as summarized in Item 1. Business - Corporate Social Responsibility.

We utilize shared services and Research and Development ("R&D") centers of excellence in order to help ensure consistency in our processes around the world, and to maintain focus on our five strategic pillars.
    
We have grown rapidly in recent years through a combination of organic growth and targeted acquisitions.    We continually reinvest in our R&D pipeline and work with partners as necessary to strive to be first-to-market with new products. Our organic growth has been and will continue to be driven by successful new product launches across all our segments and expansion in the CHCA, CHCI, and RX segments. Over time, wenew channels like e-commerce. We expect to continue to grow inorganically through expansion into adjacent products, product categories, and channels, as well as potentially through entry into new geographic markets. We evaluate potential acquisition targets using a return on invested capital ("ROIC") metric.an internally developed 12-point scale that is weighted towards accretive revenue growth which is highly correlated with increases in shareholder value.


Competitive Advantage


We believe our consumer facing    Our consumer-facing business model is best-in-class in that it combines the unique competencies of a fast-moving consumer goods company and a pharmaceutical manufacturing company with the supply chain breadth necessary to support customers in the markets we serve. These durable business model competencies align with our five strategic pillars and provide us a competitive advantage in the marketplace. We fully integrate quality in our operational systems across all products. Our ability to manage our supply chain complexity across multiple dosage forms, formulations, and stock-keeping units, as well as acquisitions, integration,integrations, and hundreds of global partners provides value to our customers. Product development capacity and life cycle management are at the core of our operational investments. Globally we have 2821manufacturing plants that are all in good regulatory compliance standing and have systems and structures in place to guide our continued success. Our leadership team is fully engaged in aligning all our metrics and objectives around sustainable compliance with industry associations and regulatory agencies.


Among other things, we believe the following give us a competitive advantage and provide value to our customers:


Leadership in first-to-market product development and product life cycle management;
Turn-key regulatory and promotional capabilities;
Management of supply chain complexity and utilizing economies of scale;
Quality and cost effectiveness throughout the supply chain creating a sustainable, low-cost network;
Deep understanding of consumer needs and customer strategies;
Industry leading e-commerce support; and
Expansive pan-European commercial infrastructure, brand-building capabilities, and a diverse product portfolio.
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Perrigo Company plc - Item 7
Executive Overview




Recent Highlights


Year Ended December 31, 20172020

On March 27, 2017, we completed the sale of our Tysabri® financial asset, effective January 1, 2017, to Royalty Pharma for up to $2.85 billion, consisting of $2.2 billion in cash and up to $250.0 million and $400.0 million in milestone payments if the royalties on global net sales of Tysabri® that are received by Royalty Pharma meet specific thresholds in 2018 and 2020, respectively. As a result of this transaction, we derecognized the Tysabri® financial asset and recorded a $17.1 million gain (refer to Item 8. Note 6).

On April 6, 2017, we completed the sale of our India API business to Strides Shasun Limited for $22.2 million, inclusive of an estimated working capital adjustment. The sale did not have a material impact on our operations (refer to Item 8. Note 2).

On August 25, 2017, we completed the sale of our Russian business to Alvogen Pharma LLC. for €12.7 million ($15.1 million), inclusive of an estimated working capital adjustment. The sale did not have a material impact on our operations (refer to Item 8. Note 2).

On November 21, 2017, we completed the sale of our Israel API business to SK Capital, for a sale price of $110.0 million, which resulted in an immaterial gain recorded in our Other segment in Other expense (Income), net on the Consolidated Statements of Operations (refer to Item 8. Note 2 and Note 6).

We completed $2.6 billion of debt repayments (refer to Item 8. Note 10).

We repurchased $191.5 million worth of shares as part of our authorized share repurchase plan (refer to Item 8. Note 11).

We executed initiatives related to our cost optimization strategy that was announced on February 21, 2017. Restructuring charges totaled $61.0 million (refer to Item 8. Note 18).


On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business to Altaris Capital Partners, LLC for total consideration of $1.55 billion, including $1.5 billion in cash. As part of the consideration, Altaris Capital Partners, LLC will also assume more than $50.0 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. The transaction is subject to antitrust and other customary closing conditions and is expected to close by the end of the third quarter of 2021. The sale of the generic RX Pharmaceuticals business is an important step in our transformation plan and will establish Perrigo as a pure-play consumer self-care company. The generic RX Pharmaceuticals business will be classified as discontinued operations starting in the first quarter of 2021.

On March 1, 2021, CEO & President Murray S. Kessler signed a three-year contract extension until October 8, 2024 to complete the Company's self-care transformation. See Item 9B. Other Information for additional details.

During the year ended December 31, 2020, we completed strategic acquisitions and a divestiture that advanced our self-care transformation. We acquired the oral care assets of High Ridge Brands ("Dr. Fresh"), three Eastern European OTC dermatological brands from Sanofi, entered a strategic investment in and long-term supply agreement with Kazmira LLC, and divested our U.K.- based Rosemont Pharmaceuticals business. For additional details on these and other asset acquisitions and the divestiture refer to the "Recent Trends and Developments" discussion in the CSCA and CSCI sections below.

During the year ended December 31, 2020, we repurchased $164.2 million worth of shares at an average purchase price of $48.28 as part of our authorized share repurchase plan.

Effective December 15, 2020, our board of directors appointed Orlando D. Ashford to serve as a director of the Company and a member of its Remuneration Committee.

On October 27, 2020, we announced that we will be establishing a new North American Corporate Headquarters in Grand Rapids, Michigan. We signed an agreement to lease space located in Michigan State University's Grand Rapids Innovation Park and expect the building to be ready for occupancy in mid-2022. This new location will help us support cross-functional collaboration and position us to routinely interact with a statewide education and research network within the Grand Rapids Medical Mile. This expansion is consistent with our self-care transformation and will advance our self-care vision.

Effective July 29, 2020, our board of directors appointed Katherine C. Doyle to serve as a director of the Company and a member of its Audit Committee.

On June 19, 2020, we, through our subsidiary, issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 (the "2020 Notes") and received net proceeds of $737.1 million after fees and market discount. On July 6, 2020, we used a portion of the proceeds to fund the redemption of $280.4 million of our 3.500% Senior Notes due March 15, 2021 and $309.6 million of our 3.500% Senior Notes due December 15, 2021.

Year Ended December 31, 20162019


ConsistentOn July 8, 2019, we completed the sale of our animal health business to PetIQ for cash consideration of $182.5 million, which resulted in a pre-tax gain of $71.7 million recorded in Other (income) expense, net on the Consolidated Statements of Operations.

53

Perrigo Company plc - Item 7
Executive Overview

On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir Global Holdings, LLC ("Ranir"), a privately-held company. After post-closing adjustments, the total cash consideration paid was $747.7 million, net of $11.5 million cash acquired. Ranir is headquartered in Grand Rapids, Michigan, and is a leading global supplier of private label and branded oral self-care products. This transaction advanced our transformation to a consumer-focused, self-care company and enhanced our position as a global leader in consumer self-care solutions. Ranir operations are reported in our CSCA and CSCI segments (refer to Item 8. Note 3).

Impact of COVID-19 Pandemic

We have been impacted by the coronavirus (COVID-19) global pandemic and the responses by government entities to combat the virus. We currently continue to operate in all our jurisdictions and are complying with previously announcedthe rules and guidelines prescribed in each jurisdiction. We are closely monitoring the impact of COVID-19 on all aspects of our business in all our global locations. Our first priority has been, and will continue to be, the safety of our employees who continue to come to work and are dedicated to keeping our essential products flowing into the market. We have taken extra precautions at our facilities, to help ensure the health and safety of our employees, that are in line with guidance from global and local health authorities. Among other precautions implemented, we have generally restricted access to our production facilities worldwide to essential employees only and permitted a limited number of nonessential employees into other facilities with a strict approval process, implemented a multi-step pre-screening access process before an employee can enter a facility, communicated regularly with employees and provided education and implemented controls related to physical distancing and hygiene measures, implemented remote work arrangements where appropriate, restricted business travel, and prioritized production of essential products for several months following the initial outbreak. To date, these arrangements have not materially affected our ability to maintain our business operations, including the operation of financial reporting systems, internal control over financial reporting, and disclosure controls and procedures.

    Both the outbreak of the disease and the actions we addedto slow its spread have had an adverse impact on our operations by, among other things, increasing absenteeism, affecting the supply of raw materials and third party supplied finished goods, and preventing many of our employees from coming to work. We have responded to such impacts by, among other things, implementing protocols to protect the health of factory workers, adjusting production schedules, and seeking alternate suppliers where available, and so far, most of our facilities have continued to produce at high levels despite these challenges. However, a number of positionsjurisdictions that relaxed such restrictions, or have experienced limited public adherence with suggested safety measures, have experienced new surges in COVID-19 cases. Many of these jurisdictions continue to contemplate or implement new or renewed restrictions. In addition, as conditions worldwide continue to evolve, there is uncertainty about the timing of widespread availability and processesacceptance of vaccines. As such, if the pandemic continues or intensifies, it is possible that these or other challenges may begin having a larger impact on our operations. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which has adversely impacted, and may continue to adversely impact our stock price and our ability to access capital markets. The situation surrounding COVID-19 remains fluid, and we are actively managing our response and assessing potential impacts to our Dublin headquarters acrossfinancial condition, supply chains and other operations, employees, results of operations, consumer demand for our products, and our ability to access capital. The magnitude of any such adverse impact cannot currently be determined due to a rangenumber of corporate functions, including supply chain/global operations, procurement, enterprise risk management, and corporate finance, leveraginguncertainties surrounding COVID-19 (refer to Item 1A. Risk Factors - Operational Risks for related risks).

During the strengthyear ended December 31, 2020, all of our global platform.segments experienced product demand shifts that caused net sales to increase in certain product categories and decrease in other categories. We attribute these demand shifts to consumer and customer behavior surrounding the COVID-19 pandemic and the movement and social distancing restrictions put in place to combat spreading of the virus, such as travel bans, country lock-downs, and school closings as well as mask mandates. We also believe that the social distancing measures and mask mandates contributed to the decline in total cough and cold illnesses during the fourth quarter of 2020, which resulted in a decline of net sales for cough and cold products in our upper respiratory category. We currently expect this impact to continue in the first half of 2021.

We repaid $500.0 million outstanding under our 1.300% Senior Notes due 2016 ("1.300% 2016 Notes") on September 29, 2016 (refer to Item 8. Note 10).

On August 5, 2016, we completed the sale of our U.S. Vitamins, Minerals, and Supplements ("VMS") business to International Vitamins Corporation (refer to Item 8. Note 2).


Six Months Ended    Also, during the year ended December 31, 2015

2020, we had incremental operating costs of approximately $18.0 million related to COVID-19, primarily due to the precautions implemented to keep our employees safe and properly rewarded during the pandemic as well as increased material costs. We expect that similar costs will continue into calendar year 2021. We also experienced a decrease in our effective tax rate due to additional interest and depreciation deductions provided for in the Coronavirus Aid, Relief and Economic Security Act (the “CARES
On November 13, 2015, our shareholders rejected an unsolicited tender offer from Mylan N.V. ("Mylan"). During the six months ended December 31, 2015, the total cost to effectively defend against Mylan was $86.9 million, which was recorded in Administration expense.
54

We expanded our product offerings through targeted acquisitions including (refer to Item 8. Note 2):

The announced acquisition of a portfolio of generic dosage forms and strengths of Retin-A® (tretinoin), a topical prescription acne treatment, from Matawan Pharmaceuticals, LLC, which closed in January 2016 and expanded our "prescription only" ("Rx") portfolio.

The acquisition of Crohn's disease treatment Entocort® (budesonide) capsules and its authorized generic (for sale within the U.S.), from AstraZeneca plc, which expanded our Rx portfolio.


Perrigo Company plc - Item 7
Executive Overview



The acquisition of Naturwohl Pharma GmbH ("Naturwohl"), a nutritional business known for its leading German dietary supplement brand, Yokebe®, and the acquisition of a portfolio of well-established OTC brands, such as Niquitin® and Coldrex®,from GlaxoSmithKline Consumer Healthcare (“GSK”). Both of these acquisitions built upon the global platform we established through the Omega Pharma Invest N.V. ("Omega") acquisition, leveraging our European market share and expanding our product offerings.

The ScarAway® brand portfolio acquisition, which served as our entry into the branded OTC business in the U.S.

We repurchased $500.0 million worth of shares as part of our authorized share repurchase plan (refer to Item 8. Note 11).

We executed initiatives designed to increase operational efficiency and improve our return on invested capital by globalizing our supply chain through global shared service arrangements, streamlining our organizational structure, and disposing of certain assets. During the six months ended December 31, 2015, restructuring charges totaled $26.9 million (refer to Item 8. Note 18).

Act”) enacted on March 27, 2020 resulting in a reduction of income tax expense by approximately $36.6 million during the year ended December 31, 2020. Given our financial strength, we expect to continue to maintain sufficient liquidity as we manage through the pandemic.

    Moving forward, whether the consumer and customer behavior surrounding COVID-19 that we have experienced in our segments will continue or change and if the incremental operating costs will continue or change is uncertain and will likely depend on the duration and severity of the COVID-19 pandemic, including if new strains of the virus become more prevalent, contagious or harmful, and each individual country's response to the pandemic. These factors may continue to increase or decrease consumer and/or customer demand for certain products within all our business segments. In addition, these dynamics may continue or change now that COVID-19 vaccines have been authorized for emergency use around the world with vaccination programs commencing at various rates. The impact of these vaccination efforts on the evolution of the pandemic globally remains uncertain at this time.
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Perrigo Company plc - Item 7
Consolidated

RESULTS OF OPERATIONS


CONSOLIDATED


Consolidated Financial Results
Year Ended
(in millions, except percentages)December 31,
2020
December 31,
2019
December 31,
2018
Net sales$5,063.3 $4,837.4 $4,731.7 
Gross profit$1,815.2 $1,773.3 $1,831.5 
Gross profit %35.9 %36.7 %38.7 %
Operating income$115.4 $204.8 $236.5 
Operating income %2.3 %4.2 %5.0 %
 Six Months Ended Year Ended
($ in millions)December 27,
2014
 December 31,
2015
 December 31,
2015
 December 31,
2016
 December 31,
2017
Net sales$1,844.7
 $2,632.2
 $5,014.7
 $5,280.6
 $4,946.2
Gross profit$673.8
 $1,078.9
 $2,049.4
 $2,051.8
 $1,979.5
Gross profit %36.5% 41.0% 40.9% 38.9 % 40.0%
Operating expenses$384.1
 $1,011.3
 $1,599.0
 $4,051.5
 $1,381.3
Operating expenses %20.8% 38.4% 31.9% 76.7 % 27.9%
Operating income (loss)$289.7
 $67.6
 $450.4
 $(1,999.7) $598.2
Operating income (loss) %15.7% 2.6% 9.0% (37.9)% 12.1%
Change in financial assets$(46.9) $(57.3) $(88.8) $2,608.2
 $24.9
Interest and other, net$117.0
 $115.1
 $478.2
 $239.3
 $158.0
Loss on extinguishment of debt$9.6
 $0.9
 $1.8
 $1.1
 $135.2
Income tax expense (benefit)$29.4
 $(33.6) $61.1
 $(835.5) $160.5
Net income (loss)$180.6
 $42.5
 $(1.9) $(4,012.8) $119.6
prgo-20201231_g5.jpgprgo-20201231_g6.jpg
*Total net sales by geography is derived from the location of the entity that sells to a third party.

Year Ended December 31, 2020 vs. December 31, 2019

Net sales increased $225.9 million, or 5%, due to:
$303.1 million, or 6%, net increase due primarily to an increase in the CSCA segment of $252.1 million and CSCI segment of $47.4 million.
CSCA growth of $252.1 million included $168.2 million from the acquisitions of Ranir and Dr. Fresh for sales in periods of 2020 with no comparable sales in 2019, and net sales growth of $83.9 million driven primarily by certain OTC product categories. OTC growth was due primarily to favorable consumer conversion to products in our digestive health category, the increase of consumer COVID-19 related demand experienced in the first half of 2020 in the pain and sleep aids category, and the incremental impact of new product sales, all of which benefited from strong e-commerce performance. These were partially offset by a $38.6 million reduction in sales from the weak start to the cough cold season, and normal pricing pressure.
In our CSCI segment, net sales increased $47.4 million due primarily to Ranir, Dr. Fresh and Eastern European dermatology brands acquisitions contributing $45.3 million in sales for periods of 2020 with no comparable sales in 2019, net positive pricing, the incremental impact of new product sales, and an increase in demand for certain products in our pain and sleep-aids and VMS categories due to pandemic-related factors. These increases were partially offset by a decrease in sales of certain products in our skincare and personal hygiene and healthy lifestyle categories due to pandemic-related factors, a decrease in sales of $24.1 million from the weak start to the cough cold season, and discontinued products of $10.0 million.
A $3.6 million increase in the RX segment was due primarily to pre-recall Albuterol sales of $137.6 million and an increase of $27.3 million in other new product sales. These increases were largely offset by normal pricing pressure, $35.2 million of discontinued lower margin distribution
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products, $31.2 million for the establishment of the estimated Albuterol recall reserve, and lower prescription volumes from the COVID-19 pandemic related reductions in doctor visits.
*
Total net sales by geography is derived from the location of the entity that sells to a third party. For geographic information for the year ended December 31, 2016, six months ended December 31, 2015, and the year ended June 27, 2015, refer to Item 8. Note 19.

$77.2 million decrease due primarily to:
Details$84.0 million decrease due to our divested animal health business previously included in our CSCA segment, and analysisour divested Rosemont pharmaceuticals business and Canoderm prescription product, both previously included in our CSCI segment; and
$2.4 million decrease primarily from unfavorable foreign currency translation in the Mexican Peso; partially offset by
$9.2 million increase due to the absence of the Ranitidine retail market withdrawal included in the prior year.

Operating income decreased $89.4 million, or 44%, due to:

$41.9 million increase in gross profit due primarily to increased net sales as described above, which was partially offset by the net charge of $22.5 million from the Albuterol recall, infant nutrition operational inefficiencies, increased labor and overhead costs associated with the COVID-19 pandemic, and an increase in commodity costs for a certain OTC brand. Gross profit as a percentage of net sales decreased 80 basis points due primarily to the gross profit factors discussed above, unfavorable product mix mainly due to the oral self-care acquisitions, and normal pricing pressures, partially offset by the absence of the Ranitidine retail market withdrawal included in the prior year; more than offset by

$131.3 million increase in operating expenses due primarily to:
$162.3 million increase in impairment charges due to the RX goodwill impairment charges of $346.8 million in the current year being partially offset by $184.5 million in impairment charges primarily for RX goodwill and certain definite-lived intangible assets in our RX and CSCI segments taken in the prior year; and
$5.1 million increase in selling and administration expenses due primarily to the inclusion of expenses from our acquisitions of Ranir and Dr. Fresh, an increase in insurance expense, an increase in employee incentive compensation expense, and incremental COVID-19 related operating costs, including employee bonuses and costs related to measures implemented to keep employees safe, partially offset by the absence of expenses from the divested animal health and Rosemont pharmaceutical businesses, the absence of acquisition and integration-related charges related to the acquisition of Ranir, and savings from our current Project Momentum cost savings initiative; partially offset by
$22.8 million decrease in restructuring expenses related primarily to the prior year reorganization of our financial resultssales force in France and reorganization of our executive management team;
$9.8 million decrease in R&D expense due primarily to the absence of pre-commercialization R&D costs for Albuterol in the prior year; and
The absence of a $7.1 million asset abandonment charge related to our waste water treatment plant in Vermont taken in the prior year.

Year Ended December 31, 2019 vs. December 31, 2018

Net sales increased $105.7 million, or 2%, due to:
$279.4 million, or a 6%, net increase due to new product sales of $230.5 million, an increase of $151.4 million due to our acquisition of Ranir, and an overall increase in demand for existing products, partially offset by normal levels of competition-driven pricing pressure primarily in our RX segment and a $59.0 million decrease due to discontinued products; partially offset by
$173.7 million decrease due to:
$86.4 million decrease due primarily to unfavorable Euro foreign currency translation;
$50.2 million decrease due to our divested animal health business;
$27.9 million decrease due to our exited infant foods business; and
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$9.2 million decrease due to the retail market withdrawal of Ranitidine products.

Operating income decreased $31.7 million, or 13%, due to:

$58.2 milliondecrease in gross profit, or a 200 basis point decrease in gross profit as a percentage of net sales, due primarily to normal levels of competition-driven pricing pressure in our RX segment, the retail market withdrawal of Ranitidine products and unfavorable product mix; partially offset by

$26.5 million decrease in operating expenses due primarily to:
$39.9 million decrease in impairment charges due primarily to the $221.9 million in impairment charges related to animal health goodwill and intangible assets and certain in-process research and development ("IPR&D") taken in 2018 being partially offset by $184.5 million in 2019 impairment charges related to RX goodwill and certain definite-lived intangible assets in our RX and CSCI segments; and
$31.1 million decrease in R&D expenses primarily related to the absence of a $50.0 million upfront license fee payment to enter into a license agreement with Merck Sharp & Dohme Corp in the prior year, partially offset by 2019 innovation investments and pre-commercialization R&D costs for Albuterol; partially offset by
$17.8 million increase due to the absence of an insurance recovery received in the prior year; and
$20.6 million increase in selling and administrative expenses due primarily to restored employee incentive compensation and increased acquisition and integration-related charges due to the Ranir acquisition; partially offset by favorable Euro foreign currency translation.

Recent Developments

Internal Revenue Service Audits of Perrigo Company, a U.S. Subsidiary

    We are engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a statutory notice of deficiency from the IRS for the years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from the assignment of an omeprazole distribution contract to an affiliate. In addition to the transfer pricing adjustments, which applied to all four tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments for the capitalization and amortization of certain expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to Abbreviated New Drug Applications (“ANDAs”).

We do not agree with the audit adjustments proposed by the IRS in either of the notices of deficiency. We paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and timely filed claims for refund on June 11, 2015 for the 2009 and 2010 tax years, and on June 7, 2017, for the 2011 and 2012 tax years. On August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the 2012 tax year, for a total of $134.1 million, plus statutory interest thereon from the dates of payment. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017.

The previously scheduled trial date has been continued to May 25, 2021 for the refund case. The total amount of cumulative deferred charge that we are seeking to receive in this litigation is approximately $111.6 million, which reflects the impact of conceding that Perrigo Company, our U.S. subsidiary ("Perrigo U.S.") should have received a 5.24% royalty on all omeprazole sales. That concession was previously paid and is the subject of the above refund claims. The issues outlined in the statutory notices of deficiency described above are continuing, and the IRS will
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likely carry forward the adjustments set forth therein as long as the drug is sold, in the case of the omeprazole issue, and for all post-2012 Paragraph IV filings that trigger patent infringement suits, in the case of the ANDA issue.

On January 13, 2021, the IRS issued a 30-day letter with respect to its audit of our fiscal tax years ended June 29, 2013, June 28, 2014, and June 27, 2015. The IRS letter proposed, among other modifications, transfer pricing adjustments regarding our profits from the distribution of omeprazole in such years in the aggregate amount of $141.6 million. We timely filed a protest to the 30-day letter noting that due to the pending litigation described above, IRS Appeals will not consider the merits of the omeprazole or ANDA matters. We believe that we should prevail on the merits on both issues and have reserved for taxes and interest payable on the 5.24% deemed royalty on omeprazole through the tax year ended December 31, 2018. Beginning with the tax year ended December 31, 2019, we began reporting income commensurate with the 5.24% deemed royalty. We have not reserved for the ANDA-related issue described above. While we believe we should prevail on the merits of this case, the outcome remains uncertain. If our litigation position on the omeprazole issue is not sustained, the outcome for the 2009–2012 tax years could range from a reduction in the refund amount to denial of any refund. In addition, we expect that the outcome of the refund litigation could effectively bind future tax years. In that event, an adverse ruling on the omeprazole issue could have a material impact on subsequent periods, with additional tax liability in the range of $24.0 million to $112.0 million, not including interest and any applicable penalties.

On May 7, 2020, we received a final NOPA from the IRS regarding the deductibility of interest related to the IRS audit of Perrigo Company for the years ended June 28, 2014 and June 27, 2015. On January 13, 2021, we received a Revenue Agent Report (“RAR”) for the tax years ended June 29, 2013, June 28, 2014 and June 27, 2015 which retains the adjustment from the NOPA disallowing interest expense deductions of $414.7 million on $7.5 billion in debts owed to Perrigo Company plc for tax years ended June 28, 2014 and June 27, 2015, together with the 30-day letter requiring us to file a written Protest and request for IRS Appeals consideration. The Protest was filed with the IRS on February 26, 2021. The RAR caps the interest rate on the debt for U.S. federal income tax purposes at 130.0% of the Applicable Federal Rate (a blended rate reduction of 4% per annum) on the stated grounds that the loans were not negotiated on an arm's-length basis. We strongly disagree with the IRS position and we will pursue all available administrative and judicial remedies necessary.

Internal Revenue Service Audit of Athena Neurosciences, Inc., a U.S. Subsidiary
    On April 26, 2019, we received a revised NOPA from the IRS regarding transfer pricing positions related to the IRS audit of Athena for the years ended December 31, 2017,2011, December 31, 2016,2012 and December 31, 2015,2013. The NOPA carries forward the six monthsIRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the right to exploit Athena's intellectual property, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax and a 40.0% penalty. This amount excludes consideration of offsetting tax attributes and any potential interest that may be imposed. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. Accordingly, on April 14, 2020, we filed a request for Competent Authority Assistance with the IRS. The request was accepted and is under review.
Irish Tax Appeals Commission Notice of Amended Assessment

    On November 29, 2018, we received a Notice of Amended Assessment ("NoA") in the amount of €1,636.0 million, plus interest and any applicable penalties, from the Irish Office of the Revenue Commissioners (“Irish Revenue”) for the years ended December 31, 2012 and December 31, 2013. The NoA relates to the tax treatment of the 2013 sale of the Tysabri® intellectual property and other assets related to Tysabri® to Biogen Idec by Elan Pharma. We strongly disagree with this assessment and believe that the NoA is without merit and incorrect as a matter of law. We appealed the assessment to the Tax Appeals Commission ("TAC") in December 2018. The tax appeal was stayed by the Irish High Court in February 2019 pending the outcome of judicial review proceedings which were separately commenced by Elan Pharma in the Irish High Court. On November 4, 2020, the Irish High Court ruled that the NoA did not violate our constitutional rights and legitimate expectations as a taxpayer. The Irish High Court did not review the technical merits of the NoA under Irish tax law. The TAC will now consider whether the NoA is correct as a matter of Irish tax law. The tax appeal is scheduled to be heard in November 2021. Elan Pharma will continue to vigorously pursue its tax appeal before the TAC.

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Israeli Notice of Assessment

On December 29, 2020, we received a Stage A assessment from the Israeli Tax Authority for the tax years ended December 31, 2015 and December 27, 2014, and the years ended June 27, 2015 and June 28, 2014 are described below by reporting segment and line item. Refer to the "Unallocated Expenses," "Interest, Other and Change in financial assets (Consolidated)," and "Income Taxes (Consolidated)" sections below for discussions related to our expenses.

Restructuring

On February 21, 2017, we approved a workforce reduction plan as part of a larger cost optimization strategy across the Company, which was completed during the year. Our plan was to reduce our global workforce by approximately 750 employees, which included some actions already taken and 235 employees who had elected to participate in a voluntary early retirement program. This represented a reduction of approximately 14% of our global non-production workforce. The changes to our workforce varied by country, based on legal requirements and required consultations with works councils and other employee representatives, as appropriate. During the year endedthrough December 31, 2017 in the amount of $63.8 million relating to attribution of intangible income to Israel, income qualifying for a lower preferential rate of tax, exemption from capital gains tax, and deduction of certain settlement payments. We have been granted an extension of time, until March 28, 2021 to file a protest to move the matter to Stage B of the assessment process. Our protest will demonstrate that we recognized $61.0 million of restructuring expenses (referstrongly disagree with the assessment and will pursue all available administrative and judicial remedies necessary.

Refer to Item 1A. Risk Factors - Tax Related Risks and Item 8. Note 1815). In addition, during the year ended December 31, 2017, we executed a supply chain reorganization which continues to generate savings for both our North American and International segments.additional information on tax related matters.


Impairments


Throughout the years ended December 31, 20172020, December 31, 2019, and December 31, 2016,2018, we identified impairment indicators for various assets across our different segments, and therefore, we performed impairment testing. Below is a summary of the impairment charges recorded by segment (in millions):

  Year Ended
  December 31, 2017
  Definite-Lived Intangible Assets Assets
Held-For-Sale
 IPR&D Fixed Assets Total
CHCA(1)
 $
 $
 $
 $4.5
 $4.5
CHCI(2)
 
 3.7
 1.1
 
 4.8
RX(3)
 19.7
 
 11.6
 3.6
 34.9
Other(4)
 
 3.3
 
 
 3.3
  $19.7
 $7.0
 $12.7
 $8.1
 $47.5
During the year ended December 31, 2020, we recorded $346.8 million in goodwill impairment charges related to our RX U.S. reporting unit.


Year Ended
December 31, 2019
CSCA
CSCI(1)
RX(2)
Total
Goodwill$— $— $109.2 $109.2 
Definite-lived intangible assets— 9.7 59.8 69.5 
IPR&D4.1 0.1 1.6 5.8 
$4.1 $9.8 $170.6 $184.5 

(1) Relates primarily to an intangible asset for certain idle property, plant and equipment.pain relief products that we license from a third party.
(2) Relates primarily to our Russian businessRX U.S. reporting unit goodwill, and definite-lived intangible assets held-for-sale, which were sold August 25, 2017 (referfor our generic clindamycin and benzoyl peroxide topical gel (generic equivalent to Item 8. Note 2Benzaclin®)., our Evamist® branded product, and a generic product.
Perrigo Company plc - Item 7
Consolidated
Year Ended
December 31, 2018
CSCA(1)
CSCITotal
Goodwill$136.7 $— $136.7 
Indefinite-lived intangible assets27.7 — 27.7 
Definite-lived intangible assets48.9 0.7 49.6 
Assets held-for-sale0.6 1.1 1.7 
IPR&D8.7 — 8.7 
$222.6 $1.8 $224.4 



(3)(1) Relates primarily to intangible assets acquired through the Lumara Health, Inc. acquisitionanimal health and In-Process Research and Development ("IPR&D") assets acquired in conjunction with certain Development-Stage Rx Products(refer to Item 8. Note 3).IPR&D.
(4) Relates to our Israel API assets held-for-sale, which were sold November 21, 2017 (refer to Item 8. Note 2).
  Year Ended
  December 31, 2016
  Goodwill Indefinite-Lived Intangible Assets Definite-Lived Intangible Assets Assets
Held-For-Sale
 IPR&D Fixed Assets Total
CHCA(1)
 $24.5
 $0.4
 $
 $9.9
 $
 $3.5
 $38.3
CHCI(2)
 868.4
 849.1
 321.4
 
 3.5
 
 2,042.4
RX(3)
 
 
 342.2
 
 
 0.2
 342.4
Specialty Sciences(4)
 199.6
 
 
 
 
 
 199.6
Other(5)
 
 
 2.0
 6.3
 
 
 8.3
  $1,092.5
 $849.5
 $665.6
 $16.2
 $3.5
 $3.7
 $2,631.0

(1) Relates primarily to goodwill acquired through the acquisition of Sergeant’s Pet Care Products, Inc. and Velcera Inc. (refer to Item 8. Note 3),
as well as U.S. VMS assets held for sale, which were subsequently sold on August 5, 2016 (refer to Item 8. Note 2).
(2) Relates to certain intangible assets and goodwill acquired in conjunction with the Omega acquisition as well as trademarks originally acquired through the acquisition of Aspen Global Inc. (refer to Item 8. Note 3).
(3) Relates primarily to our intangible assets acquired in conjunction with the Entocort® acquisition (refer to Item 8. Note 3).
(4) Relates to goodwill from our Elan acquisition (refer to Item 8. Note 3).
(5)Relates primarily to our India API assets held-for-sale, which were sold April 6, 2017 (refer to Item 8. Note 2 and 9).


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CSCA

CONSUMER HEALTHCARESELF-CARE AMERICAS


Recent Trends and Developments


WeIn March and April of 2020, we experienced a surge in demand for many of our OTC and infant nutrition products, which we attributed to consumer reaction to the outbreak of COVID-19. In May and June of 2020, the initial surge slowed, and we experienced a decrease in demand for some of these products, which we attributed primarily to the de-load of consumer pantry stocking that occurred during the initial March and April surge. During the fourth quarter of 2020, net sales of cough and cold products decreased as a result of the decline in total cough cold illnesses, which we believe is attributed to social distancing and mask mandates put in place to combat COVID-19. With social distancing and mask mandates continuing, we currently anticipate that we will continue to experience lower demand for cough and cold products into the first half of 2021. Alternatively, it is possible that we could experience additional surges in demand if further concentrated waves of COVID-19 occur.

On January 11, 2021, we announced that we entered into a reductionformal partnership with Michigan State University that will combine the university's clinical and research expertise with our product innovation, manufacturing scale and retail partnerships to form a new model for self-care innovation. We believe this partnership has the potential to yield customized transformative self-care solutions for consumers.

On June 17, 2020, we announced our entrance into the cannabidiol ("CBD") market through a strategic investment in pricing expectationsand long-term supply agreement with Kazmira LLC ("Kazmira"), a leading supplier of hemp-based, CBD products free of tetrahydrocannabinol ("zero-THC"). In addition to the supply agreement, we acquired an approximate 20% equity stake in Kazmira for $50.0 million with $15.0 million paid at close of the transaction and the balance due within 18 months. Our minority equity investment initiates the first phase of the partnership in which we will collaborate to scale-up Kazmira’s facilities and laboratories, in accordance with current Good Manufacturing Practices and to produce zero-THC CBD from industrial hemp that meets our CHCA segment, primarilystandards for reliability and consistency. In the second phase of the partnership, we will work to launch zero-THC, hemp-based CBD products in a number of global markets, while leveraging our supply agreement with Kazmira, which is exclusive for the U.S. store brand market (refer to Item 8. Note 8 and Note 11).

On April 1, 2020, we received approval from the FDA to sell OTC diclofenac sodium topical gel 1%, the store brand equivalent to Voltaren® gel. On September 8, 2020, we launched this product to our retail partners under store brand labels, which provides consumers with a high-quality, value alternative for the temporary relief of arthritis pain.

On April 1, 2020, we acquired the oral care assets of High Ridge Brands ("Dr. Fresh") for total purchase consideration of $113.0 million, subject to customary post-closing adjustments, including a working capital settlement. After post-closing adjustments, as of December 31, 2020, total cash consideration paid was $106.2 million. This acquisition includes the children’s oral care value brand, Firefly®, in addition to the REACH® and Dr. Fresh® brands, and a licensing portfolio. The addition of these brands positions us as the number one fastest-growing value brand player in the cough/cold, animal health,children’s oral care category and analgesics categories duethe licensing portfolio will enable creative solutions for our customers (refer to various factors, including focusItem 8. Note 3).

On January 3, 2020, we acquired Steripod®, a leading toothbrush accessory brand and innovator in the toothbrush protector market, from customersBonfit America Inc. Total consideration paid was $26.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized $25.1 million as a brand-named intangible asset. The remainder of the purchase price was allocated to capture supply chain productivity savingsworking capital. The acquisition, which includes a portfolio of antibacterial toothbrush protectors, kids’ toothbrush protectors and competition in specific product categories. We expect this pricing environmenttongue cleaners, complements our current portfolio of oral self-care products, and leverages our manufacturing and marketing platform (refer to continue to impact our CHCA segment for the foreseeable future.Item 8. Note 3).

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We completed the sale of the animal health pet treats plant fixed assets on February 1, 2017 and received $7.7 million in proceeds (refer to Item 8. Note 2).
CSCA


Segment Financial Results


Year Ended December 31, 20172020 vs. Year Ended December 31, 20162019


Year Ended
(in millions, except percentages)December 31,
2020
December 31,
2019
Net sales$2,693.0 $2,487.7 
Gross profit$858.5 $798.9 
Gross profit %31.9 %32.1 %
Operating income$472.0 $414.0 
Operating income %17.5 %16.6 %


 Year Ended
($ in millions)December 31,
2016
 December 31,
2017
Net sales$2,507.1
 $2,429.9
Gross profit$825.2
 $817.8
Gross profit %32.9% 33.7%
Operating income$399.8
 $445.0
Operating income %15.9% 18.3%
Perrigo Company plc - Item 7
CHCA



Net sales decreased $77.2increased $205.3 million, or 3%8%, overdue primarily to:
$252.1 million, or 10%, net increase due primarily to an increase of $178.2 million in our oral-self care category and from demand driven growth in certain of our OTC product categories. CSCA continued to benefit from robust e-commerce growth.
Net sales in our oral self-care category increased $168.2 million due to the acquisitions of Ranir and Dr. Fresh for sales in periods of 2020 with no comparable sales for 2019. In periods with comparable sales in 2019 and 2020, net sales grew $10.0 million driven by the incremental impact of new product sales and growth in the Plackers® brand. These increases were partially offset by declines in sales of travel sized products related to COVID-19 travel restrictions.
In OTC, the net sales increase of $75.5 million was due primarily to favorable consumer conversion to products in our digestive health category, the increase of consumer COVID-19 related demand experienced in the first half of 2020 in the pain and sleep aids category, and the incremental impact of new product sales led by Prevacid®, Diclofenac sodium topical gel 1%, and Esomeprazole Mini. These increases were partially offset by a decline of $38.6 million in sales of certain products in the upper respiratory and pain and sleep aids categories, primarily in the fourth quarter of 2020, resulting from the weak start to the cough cold season, and normal pricing pressure on certain products.
Nutrition net sales decreased $2.6 million due primarily to the decrease in infant formula product sales resulting from the prior year pre-build of contract pack inventory, operational challenges that led to a shortfall in achieving normal customer service levels, multi-year pricing contracts, and $5.7 million in discontinued products. These decreases were partially offset by new product sales from an infant formula launch at a major retailer in the prior year.
$46.8 million decrease due primarily to:

The absence of $110.2$43.7 million in sales attributable to the U.S. VMS business (refer to Item 8. Note 2);
A net decrease in sales of existing products of $21.5 million due to pricing pressuresour divested animal health business; and lower volumes in certain categories; and
Discontinued products of $14.0 million;$10.5 million decrease from unfavorable Mexican peso foreign currency translation; partially offset by
New product sales of $68.7 million related primarily to the launches of fluticasone nasal spray (store brand equivalent to Flonase®), smoking cessation products and esomeprazole magnesium (store brand equivalent to Nexium® 24HR capsules).
$7.4 million increase due to the absence of the Ranitidine retail market withdrawal impact included in the prior year.

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CSCA


Operating income increased $45.2$58.0 million, or 11%14%, as a result of:due primarily to:


A decrease of $7.4$59.6 million increase in gross profit due to:
Favorable product mix in certain categories; and
Positive contributions from supply chain efficiencies; more thanprimarily to increased net sales as described above, partially offset by
The absence of $17.6 million in gross profit as a result of the sale of the U.S. VMS business (refer to Item 8. Note 2); and
Pricing pressures in certain categories operating inefficiencies at one of our infant nutrition facilities as discussed above.

A decrease of $52.6 million in operating expenses due to:
The absence of a $36.7 million intangible asset and goodwill impairment charges related to the sale of the U.S. VMS business, held-for-sale assets associated with our animal health pet treats plant and our animal health business (refer to Item 8. Note 2, Note 3, and Note 9);
Decreased sellingwell as increased labor and administrative expenses of $31.0 million due primarily to timing of promotions related to our animal health category and savings related to our cost reduction initiatives taken inoverhead costs associated with the prior year;
Decreased R&D expenses of $8.2 million due to timing of clinical trials, reduced spending on infant formula clinical trials and lower costs related to our cost reduction initiatives; and
A $4.1 million gain related to contingent consideration (refer to Item 8. Note 6); offset partially by
Increased restructuring expenses of $21.8 million related primarily to strategic organizational enhancements (refer to Item 8. Note 18); and
A $4.5 million impairment charge recorded on idle property, plant and equipment.

COVID-19 pandemic. Gross profit as a percentage of net sales was 0.8% higherdecreased 20 basis points due primarily to the operating inefficiencies described above and pricing pressure on certain products, partially offset by the absence of the Ranitidine retail market withdrawal included in the prior year, and favorable product mixmix; further offset by

$1.6 million increase in operating expenses due primarily to:
$15.3 million increase in selling and supply chain efficienciesadministration expenses due primarily to the inclusion of expenses from our acquisitions of Ranir and Dr. Fresh and an increase in promotional expenses on branded products in advance of their pending market launches, partially offset by the absence of expenses from the divested animal health business and savings from our current Project Momentum cost savings initiative; partially offset by
The absence of a $7.1 million asset abandonment charge related to our waste water treatment plant in Vermont taken in the prior year; and
$4.0 million legal settlement received in the current year.

Year Ended December 31, 2019 vs. December 31, 2018

Year Ended
(in millions, except percentages)December 31,
2019
December 31,
2018
Net sales$2,487.7 $2,411.6 
Gross profit$798.9 $789.0 
Gross profit %32.1 %32.7 %
Operating income$414.0 $174.4 
Operating income %16.6 %7.2 %

Net sales increased $76.1 million, or 3%, due primarily to:

$162.1 million, or 7%, net increase due primarily to an increase of $106.4 million due to our acquisition of Ranir, increased volume due to OTC category growth, market share gains from store brand competitors partly driven by $36.2 million of new product sales, growth in OTC e-commerce, and increased OTC store brand penetration versus national brand, partially offset by lower infant formula contract pack sales as discussed above.several branded customers made the strategic decision to exit the category, lower net sales in the Mexico business, and competition-driven pricing pressure; partially offset by

$85.5 million decrease due to:
$50.2 million decrease due to our divested animal health business;
$27.9 million decrease due to our exited foods business; and
$7.4 million decrease due to the retail market withdrawal of Ranitidine products.

Operating incomeincreased $239.6 million, or 137%, due primarily to:

$9.9 million increase in gross profit due primarily to increased net sales as described above, but a 60 basis point decrease in gross profit as a percentage of net sales, was 2.4% higher due primarily to favorablepricing pressures, the retail market withdrawal of Ranitidine products, and unfavorable product mix as discussed abovemix; and decreased operating expenses.

Year Ended December 31, 2016 vs. Year Ended December 31, 2015



 Year Ended
($ in millions)December 31,
2015
 December 31,
2016
Net sales$2,554.2
 $2,507.1
Gross profit$846.7
 $825.2
Gross profit %33.2% 32.9%
Operating income$439.9
 $399.8
Operating income %17.2% 15.9%
63

Perrigo Company plc - Item 7
CHCACSCA



Net sales decreased $47.1$229.7 million or 2%, over the prior year due to:

Discontinued products of $61.3 million related primarily to a label refresh within the infant formula category; and
A net $56.5 million decrease in existing product sales as a result of:
Strong sales in our infant nutrition, and smoking cessation categories; more than offset by
A milder cold and flu season in the first and second quarters of 2016, which led to weaker sales in the cough/cold and analgesics categories;
Pricing pressure, which impacted sales in the cough/cold, analgesics, and animal health categories in particular;
Lower sales in the antacids category; and
Timing of promotions in the second and third quarters of 2015 and a milder allergy season in the third quarter of 2016, which had a negative impact on year-over-year sales in the cough/cold category;
Lower year-over-year sales of $52.1 million attributable to the U.S. VMS business, which was sold in August 2016; and
Unfavorable foreign currency translation movement of $15.0 million; offset partially by
New product sales of $117.4 million related primarily to the launches of fluticasone nasal spray (store brand equivalent to Flonase®), certain guaifenesin products (store brand equivalent to Mucinex®), several new infant formula and food products, and new animal health products; and
Incremental net sales of $20.3 million related primarily to the Gelcaps and ScarAway® acquisitions.

Operating income decreased $40.1 million, or 9%, as a result of:

A decrease of $21.5 million in gross profit due to:
Pricing pressure as noted above; and
Increased intangible asset amortization expense associated primarily with the Gelcaps and ScarAway® acquisitions; offset partially by
Margin contributions from new products and strong performance in the infant nutrition and smoking cessation categories; and
Continued manufacturing and supply chain efficiencies.

An increase of $18.6 million in operating expenses due primarily to:
A $24.5
$218.4 million decrease in impairment charges due primarily to the absence of $213.2 million in impairment charges related to animal health goodwill impairment charge related to our animal health business, (refer to Item 8. Note 3);
Increased research and development investmentsintangible assets and a $5.0 million decrease in certain IPR&D impairments; and
$34.5 million decrease in R&D expense due primarily to the absence of $6.5a $50.0 million dueupfront license fee payment to timing of clinical trials;enter into a license agreement with Merck; partially offset by current year innovation investments; partially offset by
A $6.2 million impairment charge related to the sale of the U.S. VMS business, (refer to Item 8. Note 2);
A $3.7 million impairment charge recorded on the held-for-sale assets associated with our animal health pet treats plant, (refer to Item 8. Note 9); partially offset by
Decreased restructuring expense of $9.9 million (refer to Item 8. Note 18); and
Decreased$15.5 million increase in selling and administrative expenses due to cost containment.

Perrigo Company plc - Item 7
CHCA


Six Months Ended December 31, 2015 vs. Six Months Ended December 27, 2014


 Six Months Ended
($ in millions)December 27,
2014
 December 31,
2015
Net sales$1,176.1
 $1,251.5
Gross profit$361.2
 $417.9
Gross profit %30.7% 33.4%
Operating income$151.1
 $209.2
Operating income %12.9% 16.7%
Net sales increased $75.4 million, or 6%, due primarily to:

New product sales of $122.9 million related primarily to certain new infant formula products;increased advertising and promotional spending to support product launches and e-commerce growth, an increase in employee-related expenses, and the acquisition of Ranir; and
Incremental net sales due primarily to the Gelcaps and ScarAway® acquisitions of $20.2 million; and
A$66.07.1 million increase in existing sales primarily attributable to increased sales volumes of smoking cessation, cough/cold, and gastrointestinal products; offset partially by
A decline of $22.9 million in sales of existing products, primarily in animal health and diabetic care;
Discontinued products of $99.6 million related primarily to reformulated infant formula, analgesic, and animal health products; and
Unfavorable foreign currency translation movement of $11.2 million.

Operating income increased $58.1 million, or 38%, as a result of:

An increase of $56.7 million in gross profit due to:
Improved purchase prices and efficiencies in manufacturing facilities; and
Incrementally higher gross profit attributable primarily to the Gelcaps and ScarAway® acquisitions; and

A decrease of $1.4 million in operating expenses due to:
Decreased R&D spend of $13.6 million due to relative timing of clinical trials; offset partially by
An increase in restructuring expense of $10.9 millionan asset abandonment charge related to strategic organizational enhancements; and
Increased administrative expenses of $1.9 million primarily related to the Gelcaps and ScarAway® acquisitions.

our waste water treatment plant in Vermont.

CONSUMER HEALTHCARESELF-CARE INTERNATIONAL


Recent Trends and Developments


ManagementThroughout the year, we experienced demand shifts for certain products, which we attributed to consumer dynamics related to the COVID-19 pandemic and the movement and social distancing restrictions put in place to combat spreading of the virus, such as travel bans and country lock-downs, as well as mask mandates. Demand for certain products in our pain and sleep-aids and vitamins, minerals and supplements ("VMS") categories increased, while demand for products in our upper respiratory, skincare and personal hygiene, and healthy lifestyle categories decreased. It is possible that demand in these categories may continue to decrease.

On October 30, 2020, we acquired three Eastern European OTC dermatological brands, skincare brands Emolium®, Iwostin® and hair loss treatment brand Loxon® from Sanofi for €53.3 million ($62.3 million). The acquisition has developedbeen accounted for as a strategy to: (1) implement a brand prioritization to address certain market dynamics, with an objective to balance the cost of advertising and promotional investments with expected contributions from category sales, (2) restructure the sales force in certain markets to more effectively serve customers, and (3) in-source certain product manufacturing and development.business combination. The combinationaddition of these actions is expectedbrands complements our already robust skincare portfolio and adds scale to improveour Eastern European business. The addition of these market-leading OTC brands serves as another step for our growth plans and provides new opportunities for self-care revenue synergy in the segment'sEuropean markets (refer to Item 8. Note 3).

Consistent with our strategy to reconfigure our portfolio to focus on higher value OTC products, reduce selling costsour consumer self-care businesses, on June 19, 2020, we completed the sale of our U.K.- based Rosemont Pharmaceuticals business, a generic prescription pharmaceuticals manufacturer focused on liquid medicines, to a U.K. headquartered private equity firm for cash consideration of £155.6 million (approximately $195.0 million), which resulted in a pre-tax loss of $21.1 million (refer to Item 8. Note 3).

On February 13, 2020, we acquired Dexsil®,a silicon supplement brand, from RXW Group NV, for total cash consideration paid of approximately $8.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized the consideration paid as a brand-named intangible asset. The acquisition provides additional opportunities for growth through new product launches and improve operating margins in the segment.geographic expansion (refer to Item 8. Note 3).


64

As part of our previously announced strategic initiatives, management implemented improvements and evaluated the overall cost structures within our CHCI segment in the following ways:

On December 8, 2016, we announced the cancellation of the unprofitable EuroGenerics NV distribution agreement in Belgium. The year-over-year effect of the cancellation, combined with the
Perrigo Company plc - Item 7
CHCICSCI


exit of certain OTC distribution agreements, reduced our net sales by $200.3 million in 2017, with an immaterial impact to operating income.

We made progress on our previously announced restructuring plans to right-size the Omega business due to the impact of market dynamics on sales volumes. During the year ended December 31, 2017, we recognized $17.1 million of restructuring expense in the CHCI segment (refer to Item 8. Note 18).

Management continues to evaluate the most effective business model for each country, aligning our sales infrastructure and actively integrating sales strategies with promotional programs.

On August 25, 2017, we completed the sale of our Russian business, which was previously classified as held-for-sale, to Alvogen Pharma LLC. The total sale price was €12.7 million ($15.1 million), inclusive of an estimated working capital adjustment, which resulted in an immaterial gain in the segment (refer to Item 8. Note 2).

The combination of these actions improved the segment's focus on higher value OTC products, reduced selling costs and improved operating margins in the segment.

The CHCI segment has been positively impacted by market dynamics in countries such as the Nordics, Italy, and Portugal offset by softness in certain brand categories in France and Germany, as well as by unfavorable foreign currency impacts primarily in the U.K. related to Brexit.


Segment Financial Results


Year Ended December 31, 20172020 vs. Year Ended December 31, 20162019

Year Ended
(in millions, except percentages)December 31,
2020
December 31,
2019
Net sales$1,395.2 $1,382.2 
Gross profit$641.1 $639.5 
Gross profit %45.9 %46.3 %
Operating income$32.3 $19.6 
Operating income %2.3 %1.4 %



 Year Ended
($ in millions)December 31,
2016
 December 31,
2017
Net sales$1,652.2
 $1,491.0
Gross profit$693.4
 $682.0
Gross profit %42.0 % 45.7%
Operating income (loss)$(2,087.4) $12.5
Operating income (loss) %(126.3)% 0.8%


Net sales decreased $161.2increased $13.0 million, or 10%1%, over the prior year due primarily to:

The absence$47.4 million, or 3%, net increase due primarily to the increase of $200.3$45.3 million in sales attributablefrom our acquisitions of Ranir, Dr. Fresh and Eastern European dermatology brands for periods of 2020 with no comparable sales in 2019, and the incremental impact of new product sales including line extensions in the ACO dermatology product line and the XLS Forte-Five weight management brand in the skincare and personal hygiene and healthy lifestyle categories, respectively. The segment also benefited from an increase in demand for products in our pain and sleep-aids and VMS categories due to pandemic-related consumer behavior in favor of immune support, and an increase in sales from our U.K. store brand business. These increases were partially offset by a decrease in sales of certain products in our skincare and personal hygiene and healthy lifestyle categories due to pandemic-related consumer behavior, school closings, social distancing measures and country lock-downs, a decline of $24.1 million for products in the upper respiratory category from the weak start to the cancellationcough cold season, experienced in the fourth quarter of unprofitable distribution contracts;
Discontinued2020, and discontinued products of $14.7 million;$10.0 million.
$34.4 million decrease due primarily to:
$40.3 million decrease due to our divested Rosemont pharmaceuticals business and
A net decrease in sales of existing products of $11.3 million due primarily to the absence of sales from our exited Russian business (refer to Item 8. Note 2); partially offset by
New Canoderm prescription product salespreviously included in the Nordic region; partially offset by
$4.1 million increase from favorable foreign currency translation primarily related to the Euro; and
$1.8 million increase due to the absence of $64.1 million.the Ranitidine retail market withdrawal impact included in the prior year.


Operating income increased $2.1 billion,$12.7 million, or 65%, due to:


A $11.4$1.6 million decreaseincrease in gross profit due primarily to:
Operational efficiencies across the organization; more thanto increased net sales as described above, partially offset by
Lower volumes in sales; and
Lower margins in our U.K. store brand business.

A decrease of $2.1 billion in operating expenses due primarily to:
Perrigo Company plc - Item 7
CHCI


The absence of $2.0 billion of impairment charges on certain indefinite-lived and definite-lived intangible brand category assets and goodwill impairments in the Branded Consumer Healthcare-Rest of World ("BCH-ROW") and BCH-Belgium reporting units recorded in the prior year period (refer to Item 8. Note 3); and
A decrease in selling and administrative expenses of $66.6 million due to previously announced strategic initiatives to better align promotional investments with sales and cost reduction initiatives taken in the current year; offset partially by
A $4.8 million impairment charge recorded related to the Russian business (refer to Item 8. Note 2); and
Increased restructuring expense of $3.8 million related to strategic organizational enhancements (refer to Item 1. Note 18).

higher commodity costs for a certain OTC brand. Gross profit as a percentage of net sales was 3.7% higherdecreased 40 basis points due primarily to the addition of the oral self-care category and improved product mix primarily drivenperformance in the U.K. store brand business which both have a relatively lower gross margins than the overall portfolio, the impact from divested businesses, and an increase in commodity costs for a certain OTC brand, partially offset by the cancellationabsence of certain unprofitable distribution contracts, as described above.

Operating income as a percentage of net sales was 127.1% higher due primarily to the absence of $2.0 billion of intangible asset and goodwill impairment charges as discussed above (refer to Item 8. Note 3).

Year Ended December 31, 2016 vs. Year Ended December 31, 2015


 Year Ended
($ in millions)
December 31, 2015(1)
 December 31,
2016
Net sales$1,360.6
 $1,652.2
Gross profit$614.7
 $693.4
Gross profit %45.2 % 42.0 %
Operating loss$(124.3) $(2,087.4)
Operating loss %(9.1)% (126.3)%

(1) Includes Omega results from March 30, 2015 to December 31, 2015.
Net sales increased $291.6 million, or 21%, over the prior year due to:

An additional three months of results from operations attributable to Omega;
New products totaling $119.0 million; and
Incremental nets sales due to the Naturwohl and GSK Product acquisitions totaling $84.2 million; offset partially by
A net $143.6 million decrease in sales volumes of existing products due primarily to:
Lower sales in the lifestyle category due in part to a product launchRanitidine retail market withdrawal included in the prior year; and
Lower sales in the natural health and VMS category due primarily to timing of promotional activities;
Divestment of a European sports brand; and
The expiration of a distribution contract in the prior year;
Unfavorable foreign currency translation movement of $44.1 million; and
Discontinued products of $8.4 million.

Perrigo Company plc - Item 7
CHCI


Operating loss increased $2.0 billion, due to:

A $78.7$11.1 million increase in gross profit due to an additional three months of operations attributable to Omega; offset partially by
Decreased sales of existing products in the higher-margin lifestyle and natural health and VMS categories noted above;
Weaker performance in Belgium and Germany; and
Unfavorable foreign currency translation effect; more than offset by

An increase of $2.0 billiondecrease in operating expenses due primarily to:
Intangible asset and goodwill impairment charges totaling $2.0 billion, (refer to Item 8. Note 3); and
Restructuring charges totaling $20.9 million related to strategic organizational enhancements (refer to Item 8. Note 18);
An additional three months of operations from the Omega acquisition; offset partially by
Cost control measures.

Six Months Ended December 31, 2015 vs. Six Months Ended December 27, 2014



 Six Months Ended
($ in millions)December 27,
2014
 December 31,
2015
Net sales$177.1
 $833.0
Gross profit$55.9
 $386.0
Gross profit %31.6% 46.3 %
Operating income (loss)$14.1
 $(148.5)
Operating income (loss) %8.0% (17.8)%
Net sales increased $655.9$9.7 million overdecrease in impairment changes due to an impairment taken in the prior year due to:on a certain definite-lived intangible asset; and

Incremental net sales attributable to the Omega, Naturwohl and GSK acquisitions totaling $569.1 million; and
New products totaling $66.8 million; offset partially by
Unfavorable foreign currency translation movement of $14.8 million; and
Discontinued products of $3.8 million.

Operating income decreased $162.6$8.3 million due to:

A $330.1 million increase in gross profit and a $492.7 million increase in operating expenses due to an additional six months of operations attributable to Omega.

PRESCRIPTION PHARMACEUTICALS

Recent Trends and Developments

We continue to experience a significant reduction in pricing expectations from historical levels in our RX segment due to competitive pressures. This softness in pricing is attributable to various factors, including increased focus from customers to capture supply chain productivity savings, competition in specific products, and consolidation of certain customers. We expect this softness to continue to impact the segment for the foreseeable future, and we are forecasting a high single digit pricing decline in this segment for the year ending December 31, 2018.

Perrigo Company plc- Item 7
RX



During the three months ended December 31, 2016, the U.S. market for Entocort® (Budesonide) capsules, including both brand and authorized generic capsules, experienced significant and unexpected increased competition, which reduced our future revenue stream. As a result, our net sales in the RX segment for the year ended December 31, 2017 were negatively impacted by $67.2 million.

We are continuing our previously announced portfolio review process, which includes the ongoing comprehensive internal evaluation of the RX segment's market position, growth opportunities, and interdependencies with our manufacturing and shared service operations to determine if strategic alternatives should be explored.

During the year ended December 31, 2017, we sold various Abbreviated New Drug Applications ("ANDAs") for a total gain of $23.0 million.

Segment Results

Year Ended December 31, 2017 vs. Year Ended December 31, 2016



 Year Ended
($ in millions)December 31,
2016
 December 31,
2017
Net sales$1,042.8
 $969.7
Gross profit$501.1
 $449.7
Gross profit %48.1% 46.4%
Operating income (loss)$(0.2) $307.6
Operating income (loss) %% 31.7%
Net sales decreased $73.1 million, or 7%, due to:

New product sales of $75.9 million due primarily to sales of Scopolamine and Testosterone 2% topical (generic equivalent to Axiron®); more than offset by
Decreased sales of existing products of $78.5 million due primarily to pricing pressures across the portfolio;
Lower Entocort® sales of $67.2 million; and
Discontinued products of $3.3 million.

Operating income increased $307.8 million, as a result of:

A decrease of $51.4 million in gross profit due primarily to:
Lower Entocort® sales as noted above; and
Pricing pressures as discussed above.

A decrease of $359.2 million in operating expenses due to:
The absence of a $342.2 million impairment charge related to the Entocort® intangible asset (refer to Item 8. Note 3);
A $23.0 million gain on sales of certain ANDAs;
A $15.4 million net gain related to contingent consideration (refer to Item 8. Note 6);
Decreased selling expenses of $17.4 million due primarily to the prior year specialty pharmaceuticalsabsence of restructuring expenses related to the reorganization of our sales force restructuring initiative; andin France included in the prior year; partially offset by
Decreased$4.7 million increase in R&D expenses towards continued innovation efforts; and
$1.1 million increase in selling and administration expenses due primarily to unfavorable Euro foreign currency translation, and the inclusion of $8.3 million due to timingexpenses from our acquisitions of clinical trials, lower legal spend,Ranir and lower ongoing costs on certain projects;Dr. Fresh, partially offset partially by a reduction in selling, advertising and promotional expenses, the absence of expenses from the divestiture of our Rosemont pharmaceuticals business, and savings from our current Project Momentum cost savings initiative.
Impairment charges related to certain definite-lived intangible assets, certain fixed assets and IPR&D of $34.9 million (refer to Item 8. Note 3);

65

Perrigo Company plc- Item 7
RXCSCI




Increased administrative expenses of $6.2 million due primarily to the settlement of our antitrust violation lawsuit (refer to Item 8. Note 16); and
Increased restructuring expenses of $3.8 million related to strategic organizational enhancements (refer to Item 8. Note 18).

Gross profit as a percentage of net sales was 1.7% lower due primarily to lower sales of Entocort® as discussed above.

Operating income as a percentage of net sales was 31.7% higher due primarily to the absence of a $342.2 million impairment charge related to the Entocort® intangible asset (refer to Item 8. Note 3).

Year Ended December 31, 20162019 vs. Year Ended December 31, 20152018


Year Ended
(in millions, except percentages)December 31,
2019
December 31,
2018
Net sales$1,382.2 $1,399.3 
Gross profit$639.5 $668.7 
Gross profit %46.3 %47.8 %
Operating income$19.6 $6.8 
Operating income %1.4 %0.5 %


 Year Ended
($ in millions)December 31,
2015
 December 31,
2016
Net sales$1,001.9
 $1,042.8
Gross profit$543.3
 $501.1
Gross profit %54.2% 48.1%
Operating income (loss)$377.8
 $(0.2)
Operating income %37.7% %

Net sales increased $40.9decreased $17.1 million, or 4%, due to:

Net sales attributable to the Entocort® and Tretinoin Products acquisitions totaling $150.9 million; and
New product sales of $68.0 million due primarily to sales of Benzoyl Peroxide 5%-Clindamycin 1% gel (a generic version of Benzaclin™); offset partially by
Decreased sales of existing products of $174.1 million due to declined sales volume of certain products, pricing pressure across the portfolio, and the lack of exclusive market position for two key products versus the prior year; and
Discontinued products of $3.9 million.

Operating income decreased $378.0 million, or 100%, as a result of:

A decrease of $42.2 million in gross profit due primarily to the pricing pressure noted above, as well as higher amortization expense from the Entocort® and Tretinoin Products acquisitions; and

An increase of $335.8 million in operating expenses due primarily to:
A $342.2 million impairment charge related to the Entocort® intangible assets, (refer to Item 8. Note 3);
Increased selling and administration expenses of $9.3 million, and
Increased R&D investments of $3.0 million due to timing of clinical trials; offset partially by
The absence of an $18.0 million R&D payment made in connection with a R&D contractual arrangement in the prior year (refer to Item 8. Note 17).

Perrigo Company plc- Item 7
RX



Six Months Ended December 31, 2015 vs. Six Months Ended December 27, 2014

 Six Months Ended
($ in millions)December 27,
2014
 December 31,
2015
Net sales$436.7
 $502.6
Gross profit$230.5
 $253.4
Gross profit %52.8% 50.4%
Operating income$168.8
 $181.9
Operating income %38.6% 36.2%
Net sales increased $65.9 million, or 15%, due primarily to:

New$71.6 million, or 5%, net increase due to new product sales of $41.2$108.0 million relateddriven by the launch of XLS-Medical Forte 5 and new products in the Phytosun® naturals portfolio, a $45.0 million increase due to our acquisition of Ranir, and volume increases in our UK store brand business, partially offset by lower net sales in France associated with restructuring the sales force and a $13.1 million decrease due to discontinued products; more than offset by

$88.7 million decrease due to:
$86.9 million decrease due primarily to the launches of Clobetasol Propionate 0.05% spray, Tacrolimus 0.1% ointment,unfavorable Euro foreign currency translation; and Testosterone gel 1%; and
Net sales attributable$1.8 million decrease due to the Lumara product acquisitionretail market withdrawal of $7.0 million; offset partially byRanitidine products.
A decrease in volumes of certain existing products.


Operating income increased $13.1$12.8 million, or 8%188%, as a result of:

An increase of $22.9 million in gross profit due primarily to:
Higher net sales and favorable product mix; and
Certain pricing initiatives.

Partially offset by a $9.8 millionincrease in operating expenses due to:
Increased selling and administration expense related to the specialty pharmaceuticals sales force; and
An increase in restructuring expense of $2.6 million related to our strategic organizational enhancements (refer to Item 8. Note 18).

SPECIALTY SCIENCES

Recent Trends and Developments

On March 27, 2017, we announced the completed divestment of our Tysabri® financial asset to Royalty Pharma for up to $2.85 billion, consisting of $2.2 billion in cash and up to $250.0 million and $400.0 million in milestone payments if the royalties on global net sales of Tysabri® that are received by Royalty Pharma meet specific thresholds in 2018 and 2020, respectively. As a result of this transaction, we transferred the entire financial asset to Royalty Pharma and recorded a $17.1 million gain during the three months ended April 1, 2017. We elected to account for the contingent milestone payments using the fair value option method, and these were recorded at an estimated fair value of $134.5 million as of December 31, 2017 (refer to Item 8. Note 6 and Critical Accounting Estimates for additional information on the contingent milestones).

Segment Results

Year Ended December 31, 2016 vs. Year Ended December 31, 2015
Operating expenses were $201.2 million for the year ended December 31, 2015, compared to $15.0 million for the prior year period. The decreases of $186.2 million primarily relates to a $199.6 million impairment charge related to the Tysabri® goodwill (refer to Item 8. Note 3).

Perrigo Company plc- Item 7
Specialty Sciences



Six Months Ended December 31, 2015 vs. Six Months Ended December 27, 2014

Operating expenses were $6.5 million for the six months ended December 31, 2015, compared to $9.0 million for the prior year period. The decreases of $2.5 million was due to a reduction in legal expenses.

See the Interest, Other and Change in financial asset (Consolidated) section below for discussions on the Tysabri® financial asset.

OTHER

Recent Trends and Developments

On April 6, 2017, we completed the sale of our India API business to Strides Shasun Limited. We received $22.2 million of proceeds, inclusive of an estimated working capital adjustment, which resulted in an immaterial gain. Prior to closing the sale, we determined that the carrying value of the India API business exceeded its fair value less the cost to sell, resulting in an impairment charge of $35.3 million, which was recorded in Impairment charges on the Consolidated Statements of Operations for the year ended December 31, 2016 (refer to Item 8. Note 2).

On November 21, 2017, we completed the sale of our Israel API business, which was previously classified as held-for-sale, to SK Capital for a sale price of $110.0 million, which resulted in an immaterial gain recorded in our Other segment in Other expense (Income), net on the Consolidated Statements of Operations (refer to Item 8. Note 2 and Note 6).

Segment Results

Year Ended December 31, 2017 vs. Year Ended December 31, 2016



 Year Ended
($ in millions)December 31,
2016
 December 31,
2017
Net sales$78.5
 $55.6
Gross profit$32.3
 $30.9
Gross profit %41.2% 55.6%
Operating income$6.1
 $8.7
Operating income %7.8% 15.6%
Net sales decreased $22.9 million due primarily to competition on certain products and the sale of our Israel API business (refer to Item 8. Note 2). Operating income increased $2.6 million due to a $1.4$29.2 million decrease in gross profit due primarily to unfavorable Euro foreign currency translation, partially offset by the acquisition of Ranir and a 150 basis point decrease in gross profit as a percentage of net sales due primarily to improved performance in the UK store brand business and the acquisition of existing productsRanir, both of which have relatively lower gross margins than the overall portfolio; more than offset by a $4.0

$42.0 million decrease in operating expenses. Theexpenses due primarily to:
$42.4 million decrease in operatingselling and administrative expenses related primarily to the absence of a $8.3 million impairment charge recorded on the India API business and certain definite-lived intangible assets in the prior year; offset partially by a $3.3 million impairment charge recorded on the Israel API business in the current period.

Perrigo Company plc - Item 7
Other


Year Ended December 31, 2016 vs. Year Ended December 31, 2015


 Year Ended
($ in millions)December 31,
2015
 December 31,
2016
Net sales$98.0
 $78.5
Gross profit$44.7
 $32.3
Gross profit %45.5 % 41.2%
Operating income (loss)$(7.1) $6.1
Operating income (loss) %(7.3)% 7.8%
Net sales decreased $19.5 million due primarily to competition on certain products,favorable Euro foreign currency translation, partially offset by an increase in particular, U.S. sales of Temozolomide. Operating income increased $13.2employee-related expenses; and
$7.7 million decrease in restructuring expenses due primarily to the absence of a $29.0 million impairment on our India API held-for-sale assets recordedcost reduction initiatives that were taken in the prior year periodyear; partially offset by
$7.9 million increase in impairment charges due primarily to a certain definite-lived intangible asset.

PRESCRIPTION PHARMACEUTICALS

Recent Trends and Developments

On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business to Altaris Capital Partners, LLC for total consideration of $1.55 billion, including $1.5 billion in cash. As part of the consideration, Altaris Capital Partners, LLC will also assume more than $50.0 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. The transaction is subject to antitrust and other customary closing conditions and is expected to close by the end of the third quarter of 2021. The sale of the generic RX Pharmaceuticals business is an important step in our transformation plan and will establish Perrigo as a pure-play consumer self-care company. The generic RX Pharmaceuticals business will be classified as discontinued operations starting in the first quarter of 2021.

We continued to experience pricing erosion, which moderated compared to the prior year. The key drivers behind the pricing reductions were competitive regulatory approvals for products in our portfolio resulting in increased competition. We expect pricing erosion to continue to impact the segment.

66

Perrigo Company plc- Item 7
RX


Starting in the second quarter of 2020, with a partial rebound in the third quarter, we experienced a reduction in demand for certain of our existing base products due to lower prescription volumes driven by the COVID-19 pandemic impact on doctor visits. The decrease in demand for existing base products was market-wide.

On December 31, 2020, we purchased an Abbreviated New Drug Application ("ANDA") for a generic topical gel for $16.4 million payable in January 2021, which we capitalized as a developed product technology intangible asset. We launched the product in January 2021 and began amortizing it over a 20-year useful life (refer to Item 8. Note 93). Gross profit decreased $12.4 million

On September 17, 2020, we initiated a voluntary nationwide recall to the retail level of Albuterol and market withdrawal as a result of increased competition,complaints from patients that some units may not dispense due to clogging. While corrective action plans are underway, we do not expect to reintroduce the product in calendar year 2021. As a $6.3result of the recall, we recorded a net charge of $22.5 million in our Consolidated Statements of Operations during the third quarter. We, along with our manufacturing partner Catalent Pharma Solutions, launched Albuterol in the first quarter of 2020 after receiving approval from the FDA of our ANDA on February 24, 2020.

During the three months ended September 26, 2020, our RX U.S. reporting unit had an indication of potential impairment chargeprimarily from the stoppage of production and distribution of Albuterol and voluntary nationwide recall at the retail level, combined with a decline in market multiples. We prepared an impairment test as of September 26, 2020 and determined the carrying value of the RX U.S. reporting unit exceeded its estimated fair value. We recorded on the India API held-for-sale businessa goodwill impairment of $202.4 million (refer to Item 8. Note 94), and Note 7).

During the three months ended December 31, 2020, we identified indicators of impairment in our RX U.S. reporting unit and performed a $2.0quantitative impairment test. As a result, we determined the reporting unit’s carrying value exceeded estimated fair value. We recognized a further goodwill impairment of $144.4 million impairment charge related to a definite-lived intangible asset (refer to Item 8. Note 34 and Note 7).


Six MonthsAs described in Item 1. Business - Materials Sourcing, we rely on third parties to source many of our raw materials and to manufacture certain dosage forms that we distribute, and certain of these supplier relationships are single-source. Starting in the second quarter of 2021, we anticipate a potential supply disruption of a generic prescription product manufactured by a third party, which disruption could adversely affect our ability to sell and ship the product to customers in a timely manner. While we have identified one or more potential alternative suppliers of the product, delays in qualifying such alternative supplier may result in a supply disruption for the duration of 2021 and re-establishment of reliable supply may not be achieved until 2022 and cannot be assured. If a supply disruption occurs, depending on the duration of the disruption, the adverse impact on our revenue in the RX segment in 2021 could be material. Refer to Item 1A. Risk Factors - Operational Risks.

Segment Financial Results

Year Ended December 31, 20152020 vs. Six Months Ended December 27, 201431, 2019

Year Ended
(in millions, except percentages)December 31,
2020
December 31,
2019
Net sales$975.1 $967.5 
Gross profit$315.3 $334.9 
Gross profit %32.3 %34.6 %
Operating income (loss)$(177.7)$2.6 
Operating income (loss) %(18.2)%0.3 %



 Six Months Ended
($ in millions)December 27,
2014
 December 31,
2015
Net sales$54.8
 $45.1
Gross profit$26.2
 $21.6
Gross profit %47.7% 47.8 %
Operating income (loss)$14.5
 $(19.5)
Operating income (loss) %26.4% (43.3)%
Net sales decreased $9.7increased $7.6 million, or 18%1%, due to:
$3.6 million net sales increase was due primarily to competition on certain$137.6 million from Albuterol sales prior to the recall and an increase of $27.3 million in other new product sales. These increases were largely offset by normal pricing pressure, $35.2 million of discontinued lower margin distribution products, $31.2 million for the establishment of the estimated Albuterol recall reserve, and unfavorable changeslower prescription volumes caused by reductions in doctor visits from the COVID-19 pandemic.
67

Perrigo Company plc- Item 7
RX


$4.0 million increase due to favorable foreign currency translation.

Operating income decreased $34.0$180.3 million, as a result of aor 6,935%, due to:

$19.6 million decrease of $4.6 million in gross profit due primarily to the net charge of $22.5 million from the Albuterol recall, partially offset by the increase in net sales as described above. Gross profit as a percentage of net sales decreased 230 basis points due primarily to the gross profit factors discussed above and unfavorable product mix; and

$160.7 million increase in operating expenses due primarily to:
$176.1 million increase in impairment charges due primarily to $346.8 million of goodwill impairments in the current year period being partially offset by $170.7 million in impairment charges related to goodwill, certain definite-lived intangible assets and IPR&D in the prior year; partially offset by
$11.9 million decrease in R&D expenses due primarily to Albuterol pre-commercialization R&D costs expensed in the prior year; and
$4.0 million decrease in selling and administration expenses due primarily to our current Project Momentum cost savings initiative.

Year Ended December 31, 2019 vs. December 31, 2018

Year Ended
(in millions, except percentages)December 31,
2019
December 31,
2018
Net sales$967.5 $920.8 
Gross profit$334.9 $373.9 
Gross profit %34.6 %40.6 %
Operating income$2.6 $214.6 
Operating income %0.3 %23.3 %

Net sales increased $46.7 million, or 5%, due primarily to:
$87.5 million increase due to new product sales of $86.3 million driven mainly by Acyclovir cream (generic equivalent to Zovirax® cream), Testosterone Gel 1.62% (generic equivalent to Androgel®), and the Scopolamine Patch relaunch and higher volumes of existing productsproduct sales to meet the increased demand of our existing customers, partially offset by competition-driven pricing pressure; further partially offset by
$41.8 million of discontinued products.

Operating income decreased $212.0 million, or 99%, due to:

$39.0 million decrease in gross profit, or a 600 basis point decrease in gross profit as a percentage of net sales, due primarily to competition-driven pricing pressure, and anunfavorable product mix; and

$173.0 million increase in operating expense due primarily to $170.7 million increase in impairment charge of $29.0charges related to goodwill, certain definite-lived intangible assets and IPR&D, and a $4.8 million on our India API held-for-sale assets (referincrease in R&D expense due primarily to Item 8. Note 9).pre-commercialization R&D costs for Albuterol.


Unallocated Expenses


Unallocated expenses are comprised of certain corporate services not allocated to our reporting segments and are recorded above Operating income on the Consolidated Statements of Operations. Unallocated expenses were as follows (in millions):
Six Months Ended Year Ended
December 27,
2014
 December 31,
2015
 December 31,
2015
 December 31,
2016
 December 31,
2017
$49.6
 $149.0
 $220.9
 $116.6
 $174.7

Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$211.5 $231.4 $159.2 
68

Perrigo Company plc- Item 7
OtherRX





The $58.1 million increase for the year ended December 31, 2017 compared to the prior year was due primarily to an increase in share-based compensation expense of $12.6 million driven primarily by the resignation of certain executives, an increase of $41.1 million of administrative expenses driven by legal fees, consulting fees and employee-related expenses, and an increase in restructuring of $6.0 million related to strategic organizational enhancements (refer to Item 8. Note 15).

The $104.3$19.9 million decrease for the year ended December 31, 20162020 compared to the prior year was due primarily to the absence of $15.6 million in acquisition and integration-related charges related to the acquisition of Ranir, a $15.3 million decrease in legal and professionalconsulting fees relatedin part due to our defense against the unsolicited takeover bid by Mylan of $100.3current Project Momentum cost savings initiative, and a $12.6 million and Omega acquisition-related fees of $18.1 million. We also experienced a $15.0 million reductiondecrease in share-based compensation compared to the prior year dueRestructuring expense related primarily to the resignationreorganization of our former Chief Executive Officer, Joseph C. Papa.executive management team. These decreases wereare partially offset partially by a $36.2 millionan increase in legal and professional fees in the current year.

The $99.4 million increase for the six months ended December 31, 2015 compared to the prior year period was due primarily to $86.9of $17.0 million in fees incurred in our defense against the unsolicited takeover bid by Mylanemployee incentive compensation expenses, which included COVID-19 bonuses for production employees, and $7.5an increase of $14.8 million in corporate restructuring charges.insurance related expenses.


Interest, Other and Change in Financial Assets (Consolidated)
 Six Months Ended Year Ended
($ in millions)December 27,
2014
 December 31,
2015
 December 31,
2015
 December 31,
2016
 December 31,
2017
Change in financial assets$(46.9) $(57.3) $(88.8) $2,608.2
 $24.9
Interest expense, net$56.7
 $89.9
 $179.1
 $216.6
 $168.1
Other expense (Income), net$60.3
 $25.2
 $299.1
 $22.7
 $(10.1)
Loss on extinguishment of debt$9.6
 $0.9
 $1.8
 $1.1
 $135.2

Change in Financial Assets

Prior to its divestiture on March 27, 2017, we accounted for the Tysabri® royalty stream as a financial asset and had elected to use the fair value option model with changes in fair value presented in Net income (loss) under the caption Change in financial assets. Royalty rights were $24.9    The $72.2 million of expense, $2.6 billion of expense and $88.8 million of income for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. Royalty rights were $57.3 million of income and $46.9 million of income for the six months ended December 31, 2015 and December 27, 2014, respectively. Royalty rights were $78.5 million of income and $26.6 million of income for the years ended June 27, 2015 and June 28, 2014, respectively, resulting in a change in financial asset of $2.6 billion, $2.7 billion, $10.4 million, and $51.9 millionincrease for the year ended December 31, 2017, December 31, 2016, six months2019 compared to the year ended December 31, 2015,2018 was due primarily to a $31.0 million increase in legal and consulting fees partially due to the year ended June 27, 2015 compared toabsence of a $17.8 million insurance recovery received in the prior year, periods, respectively (refer to Item 8. Note 6 for additional information on the assumptions).

In the first quarter of 2016, a competitor's pipeline product, Ocrevus®, received breakthrough therapy designation from the U.S. Food$15.6 million increase in acquisition and Drug Administration ("FDA"). Breakthrough therapy designation is granted when a drug is intended alone or in combination with one or more other drugs to treat a serious or life threatening disease or condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. In June 2016, the FDA granted priority review with a target action date in December 2016. A priority review is a designation when the FDA will direct overall attention and resourcesintegration-related charges related to the evaluationRanir acquisition, a $13.8 million increase in employee compensation expenses, and a $10.7 million increase due primarily to our strategic transformation initiative and the reorganization of applications for drugs that, if approved, would be significant improvementsour executive management team.

Change in the safety or effectivenessFinancial Assets, Interest expense, net, Other (income) expense, net and Loss on extinguishment of debt (Consolidated)
Year Ended
(in millions)December 31,
2020
December 31,
2019
December 31,
2018
Change in financial assets$96.4 $(22.1)$(188.7)
Interest expense, net$131.2 $121.7 $128.0 
Other (income) expense, net$17.2 $(66.0)$6.1 
Loss on extinguishment of debt$20.0 $0.2 $0.5 

Change in Financial Assets

    The proceeds from our 2017 sale of the treatment, diagnosis, or prevention of serious conditions when compared to standard applications. The product was approved late in the first quarter of 2017. The product is expected to compete with Tysabri®, and we expected it to have a significant negative impact on the Tysabri® royalty stream. Industry analysts believe that, based on released clinical study information, Ocrevus® will compete favorably against Tysabri® in the relapsing, remitting multiple sclerosis market segment due to its high efficacy and convenient dosage form.

Perrigo Company plc - Item 7
Unallocated, Interest, Other, and Taxes


Given the new market information for Ocrevus®, we used industry analyst estimates to reduce our first ten year growth forecasts from an average growth of approximately 3.4% in the fourth calendar quarter of 2015 to an average decline of approximately minus 2.0% in the third and fourth calendar quarters of 2016. In November 2016, we announced we were evaluating strategic alternatives for the Tysabri® financial asset. As of December 31, 2016, the financial asset was adjusted based on the strategic review and sale process. These effects, combined with the change in discount rate each quarter, led to a reduction in fair value of $204.4 million, $910.8 million, $377.4 million and $1.1 billion in the first, second, third and fourth quarters of 2016, respectively.

On March 27, 2017, we announced the completed divestment of our Tysabri® financial asset to Royalty Pharma for up to $2.85 billion, consistingconsisted of $2.2 billion in upfront cash and up to $250.0 million and $400.0 million in contingent milestone payments if the royalties on global net sales of Tysabri® that are received by Royalty Pharma meet specific thresholds inrelated to 2018 and 2020, respectively. As a result of this transaction, we transferred the entire financial asset to Royalty Pharma and recorded a $17.1 million gain during the three months ended April 1, 2017. We elected to account for the contingent milestone payments using the fair value option method, and these were recorded at an estimated fair value of $134.5 million as of December 31, 2017. We chose the fair value option as we believe it will help investors understand the potential future cash flows we may receive associated with the two contingent milestones.

We valued the contingent milestone payments using a modified Black-Scholes Option Pricing Model ("BSOPM"). Key inputs in the BSOPM are the estimated volatility and rate of return of royalties on global net sales of Tysabri® that are received by Royalty Pharma over time until payment of the contingent milestone payments is completed. Volatility and the estimated fair value of the milestones have a positive relationship such that higher volatility translates to a higher estimated fair value of the contingent milestone payments. In the valuation of contingent milestone payments performed, we assumed volatility of 30.0% and a rate of return of 8.07% as of December 31, 2017. We assess volatility and rate of return inputs quarterly by analyzing certain market volatility benchmarks and the risk associated with Royalty Pharma achieving the underlying projected royalties. During the year ended December 31, 2017,2019 we received the $250.0 million contingent milestone payment.

    During the year ended December 31, 2020, Royalty Pharma payments from Biogen for Tysabri® sales, as defined in the agreement between the parties, did not exceed the 2020 global net sales threshold of $351.0 million. Therefore, we are not entitled to receive the remaining contingent milestone payment of $400.0 million and, accordingly, wrote off the entire fair value of the remaining milestone payment related to 2020 of $95.3 million in Change in financial assets on the Consolidated Statements of Operations (refer to Item 8. Note 7).

During the year ended December 31, 2019 the fair value of the Royalty Pharma contingent milestone payments decreased $42.0payment related to 2020 increased by $22.1 million as a resultto $95.3 million. These adjustments were driven by higher projected global net sales of the decrease inTysabri® and the estimated projected Tysabri® revenues due toprobability of achieving the launch of Ocrevus® late in the first quarter of 2017.

In addition, payment of theearn-out. There was no contingent milestone based on 2019 sales of Tysabri®. The Royalty Pharma payments is dependentfrom Biogen for Tysabri® were $337.5 million in 2018, which triggered the $250.0 million milestone payment received during the year ended December 31, 2019.

During the year ended December 31, 2018, royalties on global net sales of Tysabri®. Of received by Royalty Pharma met the $134.5 million of estimated fair valued contingent milestone payments as of December 31, 2017, $79.7 million and $54.8 million relates2018 threshold resulting in an increase to the 2018asset and 2020 contingent milestone payments, respectively. If Tysabri® global net sales do not meet the prescribed threshold in 2018, we will write off the $79.7a gain of $170.1 million asset as an expense to Change in financial assets on the Consolidated Statement of Operations. If the prescribed threshold is exceeded, we will write up the asset to $250.0 million and recognize income of $170.3 millionrecognized in Change in financial assets on the Consolidated Statement of Operations. If Tysabri®Also during that period, the fair value of the Royalty Pharma contingent milestone payment related to 2020 increased $18.6 million due to higher projected global net sales do not meetof Tysabri® and the prescribed threshold in 2020, we will write offestimated probability of achieving the $54.8 million asset as an expensecontingent milestone payment related to Change in financial assets on the Consolidated Statement of Operations. If the prescribed threshold is exceeded, we will write up the asset to $400.0 million2020.
69

Perrigo Company plc - Item 7
Unallocated, Interest, Other, and recognize income of $345.2 million in Change in financial assets on the Consolidated Statement of Operations.Taxes


Global Tysabri® net sales need to exceed $1.9 billion and $2.0 billion in 2018 and 2020, respectively, in order for Royalty Pharma to receive the level of royalties needed to trigger the milestone payments owed to us. Tysabri® net sales are anticipated to decline on a global basis in 2018, compared to 2017, due to increased competition from Ocrevus®, offset by volume growth in Tysabri® international markets (refer to Item 8. Note 6).

Interest Expense, Net


Interest expense, net was $168.1The $9.5 million for the year ended December 31, 2017, compared to $216.6 million in the prior year. The $48.5 million decrease for the year ended December 31, 2017 compared to the prior year was the result of the early debt repayments madeincrease during the year ended December 31, 2017.

Interest expense, net was $216.6 million for the year ended December 31, 2016, compared to $179.1 million in the prior year. The $37.5 million increase for the year ended December 31, 20162020 compared to the prior year was due primarily to the addition of interest incurred on the debt assumed in the Omega acquisition and borrowingsexpense on our revolving credit agreements2020 Notes and two promissory notes related to our equity method investment in Kazmira and a reduction of interest income.

    The $6.3 million decrease during the year ended December 31, 2016.

Perrigo Company plc - Item 7
Unallocated, Interest, Other, and Taxes


Interest expense, net was $89.9 million for2019 compared to the six monthsyear ended December 31, 2015, compared2018 was due primarily to $56.7changes in our underlying hedge exposure and interest income (refer to Item 8. Note 9).
Other (Income) Expense, Net

The $83.2 million inchange from income to expense during the prior year period. The $33.2 million increase for the six months ended December 31, 20152020 compared to the prior year period was due primarily to the incremental increase in borrowings resulting from the Omega acquisition, including the issuance of $1.6 billion of senior notes in November 2014 and assumed Omega debt, of which $798.3 million was outstanding at December 31, 2015, as well as amounts drawn under our revolving credit facilities, including $380.0 million and $300.0 million outstanding under the 2015 Revolver and 2014 Revolver, respectively, at December 31, 2015.
See the "Borrowings and Capital Resources" section below and Item 8. Note 10 for more information.

Other Expense (Income), Net     

Other expense (Income), net, was $10.1 million for the year ended December 31, 2017, compared to $22.7 million in the prior year. The $32.8 million decrease was due primarily to the absence of the pre-tax gain of $71.7 million on the sale of our animal health business and the $21.1 million pre-tax loss on the divestiture of our Rosemont Pharmaceuticals business, partially offset by a $22.3decrease of $4.7 million equity investment impairment, $8.2 million of favorablein unfavorable changes infrom the revaluation of monetary assets and liabilities held in foreign currencies and a $3.2(refer to Item 8. Note 3).

    The $72.1 million reduction in equity method losses.

Otherchange from expense (Income), net, was $22.7 million forto income during the year ended December 31, 2016,2019 compared to $299.1 million in the prior year. The $276.4 million decrease was due primarily to the absence of the $259.8 million loss incurred in the prior year on the derivatives used to economically hedge fluctuations in the euro-denominated purchase price of the Omega and GSK Products acquisitions. The losses on the derivatives due to the changes in the EUR/USD exchange rate prior to their settlement economically offset the final settlement of the euro-denominated Omega purchase price paid on March 30, 2015.

Other expense (Income), net, was $25.2 million for the six months ended December 31, 2015, compared to $60.3 million in the prior year period. The $35.1 million decrease2018 was due primarily to a $10.7$71.7 million other-than-temporary impairmentpre-tax gain on the sale of a marketable equity security, losses on equity method investments totaling $7.1 million, and a $4.8 million loss on a foreign currency derivative we entered into,our animal health business (refer to hedge against the change in the euro for the euro-denominated purchase price of the GSK Products acquisition, offset by the absence of a $64.7 million loss related to derivative activity to economically hedge fluctuations in the euro-denominated purchase price of the Omega acquisition and a gain of $12.5 million from the transfer of a rights agreement.
See Item 8. Note 83 for more information on the derivatives and Item 8. Note 7 for information on the investments.).


Loss on Extinguishment of Debt


During the year ended December 31, 2017,2020, we recorded a $135.2loss of $20.0 million loss on extinguishmentas a result of debt, which consistedthe early redemption of tenderthe 3.500% Senior Notes due March 15, 2021 and 3.500% Senior Notes due December 15, 2021, consisting of the premium on debt repayments, transaction costs,the write-off of deferred financing fees, and the write-off of the remaining bond discounts related(refer to the $500.0 million 3.500% senior notes due December 2021, $500.0 million 3.500% senior notes due March 2021, $400.0 million 4.900% senior notes due 2044, $800.0 million 4.000% senior notes due 2023, and $400.0 million 5.300% senior notes due 2043.

During the year ended December 31, 2016, we recorded a $1.1 million loss on extinguishment of debt, which consisted of deferred financing fees we wrote off primarily related to the prepayment of 1.300% 2016 Notes. During the six months and year ended December 31, 2015 we recorded a $0.9 million and $1.8 million loss on extinguishment of debt, respectively, which consisted of deferred financing fees we wrote off related to the undrawn tranche of certain credit facilities that we allowed to expire during the period. The $9.6 million and $10.5 million losses during the six months and year ended December 27, 2014 and June 27, 2015, respectively, consisted mainly of interest on the bridge agreement associated with financing the Omega acquisition. The $165.8 million loss recorded in the year ended June 28, 2014 consisted of make-whole payments, write-off of unamortized discounts, write-off of deferred financing fees, and interest on the bridge agreements associated with financing the Elan acquisition.

See Item 8. Note 211 for information on the Omega acquisition, and Item 8. Note 10 for information on the extinguishment of debt.).

Perrigo Company plc - Item 7
Unallocated, Interest, Other, and Taxes


Income Taxes (Consolidated)


The effective tax rates were as follows:
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
(8.8)%14.6 %54.9 %
Six Months Ended Year Ended
December 27,
2014
 December 31,
2015
 December 31,
2015
 December 31,
2016
 December 31,
2017
14.0% (376.2)% 103.3% 17.2% 57.3%


The effective tax rate for the year ended December 31, 2017 was higher2020 as compared to the year ended December 31, 20162019 decreased primarily due to an increase in the valuation allowance position due to current year activity,pre-tax profit mix between jurisdictions with varying tax law changes in the U.S., increases in unrecognized tax benefits,rates offset by tax law changes in Belgium.U.S. CARES Act and Proposed and Final Section 163(j) interest expense limitation effects.


The effective tax rate for the year ended December 31, 2016 was lower2019 as compared to the year ended December 31, 20152018 decreased primarily due to the impact of the asset impairments recorded during the year ended December 31, 2016. The effective tax rate for the year ended December 31, 2015 was impacted by the impairment of Omega's intangible assets, India API assets being classified as held for sale, the valuation allowance on deferred taxes and Omega transaction costs.

The effective tax rate for the six months ended December 31, 2015 was significantly higher than for the six months ended December 27, 2014 due mainly to the impairment of Omega’s intangible assets and the related impacts on the valuation allowance position, as well as our India API assets being classified as held for sale. The effective tax rate was favorably affected by a reduction in the reserves for uncertain tax liabilities in the amount of $6.1 million for the six months ended December 31, 2015 related to various audit resolutions.

For the year ended December 31, 2017, statutory income tax rate changesdecrease in the U.S. and Belgium impacted the effective tax rate with a reductionvaluation allowance offset by increased U.S. permanent adjustments largely due to U.S. income tax expense of $2.4 million and increased Belgium income tax expense by $24.1 million. For the years ended December 31, 2016 and December 31, 2015, statutory income tax rate changes, primarily in Europe, favorably impacted the effective tax rate by $27.9 million and $4.0 million, respectively (refer to Item 8. Note 14).disallowed interest expense.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES


We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate other available financing sources including term and revolving bank credit and securities offerings. In determining our future capital requirements we regularly consider, among other factors, known trends and uncertainties, such as the Notice of Assessment ("NoA") and the Notices of Proposed Adjustment ("NOPAs"), the current COVID-19 pandemic, and other contingencies. We note that no payment of the additional amounts assessed by Irish Revenue pursuant to the NoA or proposed by the IRS in the NOPAs is currently required, and no such payment is expected to be required, unless and until a final determination of the matter is reached that is adverse to us (refer to Item 8. Note 15 for additional information on the NoA and NOPAs). Based on our current financial condition and credit relationships,the foregoing, management believes that our operations and borrowing resources are sufficient to provide for our currentshort-term and foreseeablelong-term capital requirements.requirements, as described below. However, an adverse result with respect to our appeal of any material outstanding tax assessments or litigation, including securities or drug pricing matters and product liability
70

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources

cases, damages resulting from third-party claims, and related interest and/or penalties, could ultimately require the use of corporate assets to pay such assessments and any such use of corporate assets would limit the assets available for other corporate purposes. As such, we continue to evaluate the impact of commercial and capital market conditionsthe above factors on liquidity and may determine that modifications to our capital structure are appropriate if market conditions deteriorate, or if favorable capital market opportunities become available.available, or any change in conditions relating to the NoA, the NOPAs, the COVID-19 pandemic or other contingencies have a material impact on our capital requirements.

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources


Cash and Cash Equivalents


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*Working capital represents current assets less current liabilities, excluding cash and cash equivalents, and excluding current indebtedness.


Cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities are expected to be sufficient to finance the known and/or foreseeableour liquidity and capital expenditures.expenditures in both the short and long term. Although our lenders have made commitments to make funds available to us in a timely fashion under our revolving credit agreements and overdraft facilities, if economic conditions worsen, including due to the COVID-19 pandemic, or new information becomes publicly available impacting the institutions’ credit rating or capital ratios, these lenders may be unable or unwilling to lend money pursuant to our existing credit facilities. Should our outlook on liquidity requirements change substantially from current projections, we may seek additional sources of liquidity in the future.

Operating Activities

Year Ended December 31, 2017 vs. Year Ended December 31, 2016


71
 Year Ended
($ in millions)December 31,
2016
 December 31,
2017
 Increase/(Decrease)
Cash Flows From (For) Operating Activities     
Net income (loss)$(4,012.8) $119.6
 $4,132.4
Non-cash adjustments4,769.2
 683.2
 (4,086.0)
Subtotal756.4
 802.8
 46.4
      
Increase (decrease) in cash due to:     
Accounts receivable(0.6) 3.2
 3.8
Inventories100.7
 (16.0) (116.7)
Accounts payable(75.7) (39.6) 36.1
Payroll and related taxes(41.1) (27.4) 13.7
Accrued customer programs(13.9) 34.6
 48.5
Accrued liabilities(79.5) (47.8) 31.7
Accrued income taxes20.9
 (6.1) (27.0)
Other, net(12.3) (4.8) 7.5
Subtotal$(101.5) $(103.9) $(2.4)
      
Net cash from operating activities$654.9
 $698.9
 $44.0


Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources



Cash Generated by (Used in) Operating Activities
We generated $698.9prgo-20201231_g8.jpg

Year Ended December 31, 2020 vs. December 31, 2019

    The $248.4 million ofincrease in operating cash flow was due primarily to:

$309.6 million increase in cash from operating activities during the year ended December 31, 2017, a $44.0change in accounts receivable, due primarily to timing of sales and receipt of payments;

$67.5 million increase overin cash from the change in accrued income taxes, due primarily to the CARES Act and adoption of final and proposed 163(j) regulations, as well as the absence of tax liabilities on the Royalty Pharma contingent milestone payment received in the prior year period,and Israeli withholding tax paid in the prior year; and

$14.5 million increase in cash from the change in accrued payroll and related taxes, due primarily to the CARES Act payroll tax payment deferrals; partially offset by

$103.6 million decrease in cash from the change in inventory, due primarily to the build up of inventory levels to improve customer service levels in the CSCA and CSCI segments, as well as higher inventory levels due to a reduction in sales for certain products and an increase in inventory for new product launches in the CSCI segment, partially offset by the current year launch of new products in the RX segment;

$29.4 million decrease in cash due primarily to the change in prepaid expenses, mainly from payments made for annual prepaid expenses, a payment made for a transitional service agreement, an increase in the cost of our directors and officers prepaid insurance, and the absence of a litigation related settlement received in the prior year, partially offset by payments received related to our cross currency swap; and

$19.7 million decrease in cash from the change in accounts payable, due primarily to the timing of payments and mix of payment terms.

Year Ended December 31, 2019 vs. December 31, 2018

    The $205.2 million decrease in operating cash flow was due primarily to:

$161.7 million decrease in cash due to the following:change in accounts receivable due primarily to timing of sales and receipt of payments primarily in RX and CSCI, and our acquisition of Ranir;

72

Perrigo Company plc - Item 7
IncreasedFinancial Condition, Liquidity and Capital Resources


$142.6 million decrease in cash due to prior year tax payments made in 2019, 2019 estimated tax payments, and an Israeli withholding tax payment; and

$74.1 million decrease in cash due to the change in accrued customer programs due primarily to pricing dynamics in our RX segment, as well as timing of rebate and chargeback payments; partially offset by

$88.9 million increase in cash due to the change in net earnings after adjustments for items such as deferred income taxes, impairment charges, restructuring charges, changes in our financial assets, lossshare-based compensation, amortization of debt premium, gain on extinguishmentsale of debt,business, and depreciation and amortization;


Changes$36.0 million increase in accrued customer-related programs due primarily to new product launches, resulting in higher customer related-accruals, pricing dynamics in the RX segment, as well as timing of rebate and chargeback payments;

Changes in accounts payablecash due primarily to changes in operating leases and litigation related settlements;

$31.6 million decrease in the use of cash primarily due to the Omega accounts payable structure that occurredcontinued build-up of inventory at a lower level than in the prior year period; and

Changes in accrued liabilities due primarily to deferred revenue associated with BCH-Belgium distribution contracts and the absence of accruals related to the sale of our U.S. VMS business; partially offset by increased litigation accruals (refer to Item 8. Note 16), and fair market value adjustments related to contingent consideration (refer to Item 8. Note 6); offset partially by

Changes in inventory due to the build up of inventory levels to support customer demands and improved supply management in our CSCA and CSCI segments, and increased volumes in CSCI due to new product launches; and

$30.8 million decrease in the current period; offsetuse of cash due to the change in accrued payroll and related taxes due primarily to an increase in employee incentive compensation expense.

Cash Generated by improved inventory management in the comparable prior year period; and(Used in) Investing Activities

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Changes in accrued income taxes due primarily to Federal tax obligation payments made in the current year period, offset by expected tax refunds (refer to Item 8. Note 14).


Year Ended December 31, 20162020 vs. Year Ended December 31, 20152019


 Year Ended
($ in millions)December 31,
2015
 December 31,
2016
 Increase/ (Decrease)
Cash Flows From (For) Operating Activities     
Net loss$(1.9) $(4,012.8) $(4,010.9)
Non-cash adjustments745.4
 4,769.2
 4,023.8
Subtotal743.5
 756.4
 12.9
      
Increase (decrease) in cash due to:     
Accounts receivable4.8
 (0.6) (5.4)
Inventories(21.5) 100.7
 122.2
Accounts payable(26.7) (75.7) (49.0)
Payroll and related taxes(42.0) (41.1) 0.9
Accrued customer programs53.9
 (13.9) (67.8)
Accrued liabilities98.9
 (79.5) (178.4)
Accrued income taxes(67.9) 20.9
 88.8
Other, net21.3
 (12.3) (33.6)
Subtotal$20.8
 $(101.5) $(122.3)
      
Net cash from operating activities$764.3
 $654.9
 $(109.4)

We generated $654.9 million of cash from operating activities during the year ended December 31, 2016, a $109.4    The $408.3 million decrease overin cash used in investing cash flow was due primarily to:

$579.2 million decrease in cash used due to the absence of the cash paid for the acquisition of Ranir for $747.7 million, partially offset by the cash paid for the acquisitions of Dr. Fresh for $106.2 million and Eastern European dermatology brands for $62.3 million (refer to Item 8. Note 3);
$113.9 million decrease in cash used due to the decrease in spending on asset acquisitions, primarily related to the purchase of the Steripod® brand for $25.1 million and theDexsil® brand for approximately $8.0 million, offset by spending on prior year acquisitions, including for the branded OTC rights to Prevacid®24HR for $61.7 million, two ANDAs for generic products for $15.7 million and $49.0 million, and Budesonide Nasal Spray and Triamcinolone Nasal Spray for $14.0 million (refer to Item 8. Note 3); and
$5.3 million increase in cash due primarily to the following:

Changes in accrued liabilities due primarilynet proceeds from the sale of our Rosemont pharmaceuticals business, partially offset by the proceeds from the sale of our animal health business (refer to payment of legal expenses associated with the Mylan defense which were accrued at December 31, 2015, deferred revenue associated with the BCH Belgium Distribution Contracts, and timing of payments;

Item 8. Note 3); further partially offset by
73

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources



Changes$250.0 million decrease in accrued customer-related programscash due to the pricing dynamics in the RX segment; and

Changes in accounts payable due to changes to the Omega accounts payable structure as discussed below; offset partially by

Changes in inventories due to improved inventory management in our CHCI and CHCA segments and increased sales of cough/cold products at the endabsence of the year ended December 31, 2016; and

Changes in accrued income taxes due primarily to the prior year including a $68.9 million incremental tax payment made in connection with the contested IRS audit (refer to Item 8. Note 14).

In addition, increased net earnings after adjusting for non-cash items such as impairment charges, loss on extinguishment of debt, changes in our financial assets, and depreciation and amortization contributed to an increase in operating cash flow.

Six Months Ended December 31, 2015 vs. Six Months Ended December 27, 2014

 Six Months Ended
($ in millions)December 27,
2014
 December 31,
2015
 Increase / (Decrease)
Cash Flows From (For) Operating Activities     
Net income$180.6
 $42.5
 $(138.1)
Non-cash adjustments88.6
 279.2
 190.6
Subtotal269.2
 321.7
 52.5
      
Increase (decrease) in cash due to:     
Accounts receivable(3.4) 52.5
 55.9
Inventories(19.4) (29.6) (10.2)
Accounts payable(46.8) (194.1) (147.3)
Payroll and related taxes(26.3) (38.2) (11.9)
Accrued customer programs51.8
 34.4
 (17.4)
Accrued liabilities52.1
 108.1
 56.0
Accrued income taxes33.1
 (56.8) (89.9)
Other, net(18.3) 2.9
 21.2
Subtotal$22.8
 $(120.8) $(143.6)
      
Net cash from operating activities$292.0
 $200.9
 $(91.1)

We generated $200.9 million of cash from operating activities during the six months ended December 31, 2015, a $91.1 million decrease over the comparable prior year period, due primarily to the following:

Changes in accounts payable due primarily to the addition of Omega as well as changes to the Omega accounts payable structure as discussed below; and

Changes in accrued income taxes due primarily to a $68.9 million incremental tax payment made in connection with the contested IRS audit (refer to Item 8. Note 14); offset partially by

Changes in accrued liabilities due primarily to amounts not yet paid related to our defense against Mylan;

Changes in accounts receivable due to timing of receipt of payments; and

Increased net earnings after adjusting for non-cash items such as impairment charges, changes in our financial assets, and depreciation and amortization.

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources


In addition, our operating cash flow was negatively impacted by $57.7 million in legal and consulting fees related to our defense against Mylan.

Due to the acquisition of Omega on March 30, 2015, our CHCI segment experienced strong operating cash inflow in the second quarter of 2015 and cash outflow in the third quarter of 2015 primarily due to accounts payable payment structures with suppliers that increased the days outstanding in the second and fourth quarter compared to the first and third quarters. In order to establish a more sustainable cash flow pattern during the calendar year, in the fourth quarter of 2015 and continuing into the first quarter of 2016, we implemented a program to standardize these payment terms such that the days outstanding will largely be consistent each reporting period. This program had an unfavorable impact on accounts payable and operating cash flow in these quarters.

Investing Activities

Year Ended December 31, 2017 vs. Year Ended December 31, 2016

 Year Ended
($ in millions)December 31,
2016
 December 31,
2017
 Increase/(Decrease)
Cash Flows From (For) Investing Activities
Proceeds from royalty rights$353.7
 $87.3
 $(266.4)
Acquisitions of businesses, net of cash acquired(427.4) (0.4) $427.0
Asset acquisitions(65.1) 
 $65.1
Proceeds from sale of securities4.5
 
 $(4.5)
Additions to property, plant and equipment(106.2) (88.6) $17.6
Net proceeds from sale of business and other assets69.1
 154.6
 $85.5
Proceeds from sale of the Tysabri® financial asset

 2,200.0
 $2,200.0
Other investing, net(3.6) (14.8) $(11.2)
Net cash from (for) investing activities$(175.0) $2,338.1
 $2,513.1

Cash generated from investing activities totaled $2.3 billion for the year ended December 31, 2017, compared to cash used of $175.0 million in the prior year. The inflow in the current year was due primarily to the completed divestment of our Tysabri® financial asset to Royalty Pharma for which wecontingent milestone proceeds received $2.2 billion in cash at closing (refer toItem 8. Note 6). In addition, we received $154.6 million in cash primarily related to the sale of our Israel API business (refer toItem 8. Note 2). The outflow in the prior year was due primarily(refer to the acquisition of a portfolio of generic dosage forms and strengths of Retin-A® ("Tretinoin"Item 8. Note 7), a topical prescription acne treatment from Mattawan Pharmaceuticals, LLC, and the Generic Benzaclin™ product rights, which used $478.4 million in cash. The outflow was offset partially by proceeds from royalty rights of $353.7 million.;

Cash used for capital expenditures totaled $88.6$32.7 million during the year ended December 31, 2017 compared to $106.2 million in the prior year. The decrease in cash used fordue to the change in capital expenditures was duespending, used primarily to theincrease tablet and infant formula capacity, plant efficiency projects, investments in our oral self-care business, and for software and technology initiatives; and
$15.0 million decrease in cash for the numberpurchase of manufacturing projectsour equity method investment in the current year comparedKazmira (refer to the prior year.Item 8. Note 8).

    Capital expenditures for the next twelve months are anticipated to be between $90.0$180.0 million and $115.0$230.0 million, depending on the progression of project timelines, related to increased infant formula and tablet capacity, manufacturing productivity capacity and quality/regulatory projects.efficiency upgrades, software and technology initiatives, and general plant maintenance. We expect to fund these estimated capital expenditures with funds from operating cash flows.

Year Ended December 31, 2019 vs. December 31, 2018

    The $469.3 million decrease in investing cash flow was due primarily to:

$747.7 million decrease in cash used for the acquisition of Ranir (refer to Item 8. Note 3);
$113.5 million decrease in cash used for other acquisitions, primarily for the branded OTC rights to Prevacid®24HR for $61.7 million, an ANDA for a generic gel product for $49.0 million, an ANDA for a generic product used to relieve pain for $15.7 million, and Budesonide Nasal Spray and Triamcinolone Nasal Sprayfor $14.0 million, partially offset by the absence of $35.6 million of prior year acquisitions primarily related to an ANDA for a generic topical cream (refer to Item 8. Note 3); and
$35.1 million decrease in cash used for capital spending, primarily to increase tablet and infant formula capacity and quality/regulation projects; partially offset by
$250.0 million receipt of the Royalty Pharma contingent milestone proceeds(refer to Item 8. Note 7); and
$177.3 million in proceeds received from divestitures, primarily from our animal health business (refer to Item 8. Note 3).

    Cash used for capital expenditures totaled $137.7 million during the year ended December 31, 2019 compared to $102.6 million in the prior year. The increase in cash used for capital expenditures was due primarily to increase tablet and infant formula capacity and quality/regulation projects in 2019 compared to the prior year.

74

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources



Cash Generated by (Used in) Financing Activities


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Year Ended December 31, 20162020 vs.Year Ended December 31, 20152019


    The $182.9 million decrease in financing cash flow was due primarily to:
 Year Ended
($ in millions)December 31,
2015
 December 31,
2016
 Increase/ (Decrease)
Cash Flows From (For) Investing Activities
Proceeds from royalty rights$335.1
 $353.7
 $18.6
Acquisitions of businesses, net of cash acquired(2,886.4) (427.4) 2,459.0
Asset acquisitions(4.0) (65.1) (61.1)
Settlement of acquisition-related foreign currency derivatives(304.8) 
 304.8
Proceeds from sale of securities
 4.5
 4.5
Additions to property, plant and equipment(166.8) (106.2) 60.6
Proceeds from sale of business
 69.1
 69.1
Other investing, net(2.7) (3.6) (0.9)
Net cash from (for) investing activities$(3,029.6) $(175.0) $2,854.6
$164.2 million decrease in cash due to share repurchases;

$114.0 million decrease in cash due to the increase in payments on long-term debt;
Cash used for investing activities totaled $175.0$19.0 million fordecrease in cash due to the year endedpayment of premiums on the early redemption of the 3.500% Senior Notes due March 15, 2021 and 3.500% Senior Notes due December 31, 2016, a $2.9 billion15, 2021;
$11.5 million decrease overin cash due to an increase in dividend payments;
$5.7 million decrease in cash due to an increase in deferred financing fees related to the prior year. The outflowissuance of long-term debt; and
$4.4 million decrease in the year ended December 31, 2016 wascash due primarily to the acquisitionspayment made on the November 2020 portion of the Tretinoin Products and the Generic Benzaclin™ product rights, which used $478.4Kazmira promissory notes; partially offset by
$143.8 million increase in cash offset partially by $353.7for the issuance of long-term debt (refer to Item 8. Note 11).

Year Ended December 31, 2019 vs. December 31, 2018

    The $573.7 million of proceeds from royalty rights. The outflowincrease in the prior yearfinancing cash flow was due primarily to $2.9 billion used for business acquisitions, most notably Omega, as well as $304.8to:

$400.0 million relatedabsence in share repurchases;
$169.0 million increase due to the cash settlementissuance of long-term debt in our $600.0 million refinance of the non-designated foreign currency derivatives we used to hedge2018 Term Loan in 2019, offset by the euro-denominated Omegaabsence of our $431.0 million refinance of the 2014 Term Loan; and GSK Products purchase prices. See Item 8. Note 2 and Item 8. Note 8 for more information on the above-mentioned acquisitions and derivatives, respectively.

Cash used for capital expenditures totaled $106.2$4.9 million during year ended December 31, 2016 compared to $166.8 millionincrease in the prior year. Thechange in net borrowings (repayments) of revolving credit agreements and other financing; and
$6.5 million decrease in capital expenditures over the prior year was due primarily to several large infrastructure projects nearing completion.payments on long-term debt; partially offset by

$7.5 million increase in dividend payments.
Six Months Ended December 31, 2015 vs. Six Months Ended December 27, 2014


75
 Six Months Ended
($ in millions)December 27,
2014
 December 31,
2015
 Increase / (Decrease)
Cash Flows From (For) Investing Activities
Proceeds from royalty rights$175.8
 $166.3
 $(9.5)
Acquisitions of businesses, net of cash acquired(83.0) (791.6) $(708.6)
Settlement of acquisition-related foreign currency derivatives(26.4) (1.3) $25.1
Additions to property, plant and equipment(48.0) (77.8) $(29.8)
Other investing, net0.8
 (3.7) $(4.5)
Net cash from (for) investing activities$19.2
 $(708.1) $(727.3)

Cash used for investing activities totaled $708.1 million for the six months ended December 31, 2015, compared to cash from investing activities of $19.2 million in the prior year period. The cash outflow for the six months ended December 31, 2015 was to complete the Entocort®, GSK and Naturwohl acquisitions, offset partially by proceeds from royalty rights of $166.3 million. During the six months ended December 27, 2014, we used $83.0 million in cash to complete the Lumara products acquisition, and $26.4 million to hedge the euro-denominated Omega purchase price, and received $175.8 million in proceeds from royalty rights (refer to Item 8. Note 2 and Item 8. Note 8 for more information on the above-mentioned acquisitions and derivatives, respectively). Capital expenditures for the six months ended December 31, 2015 totaled $77.8 million, compared to $48.0 million in the comparable prior year period.

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources




Financing Activities

Year Ended December 31, 2017 vs. Year Ended December 31, 2016

 Year Ended
($ in millions)December 31,
2016
 December 31,
2017
 Increase/(Decrease)
Cash Flows From (For) Financing Activities
Issuances of long-term debt$1,190.3
 $
 $(1,190.3)
Borrowings (repayments) of revolving credit agreements and other financing, net(802.5) 6.8
 809.3
Payments on long-term debt(559.2) (2,611.0) (2,051.8)
Deferred financing fees(2.8) (4.8) (2.0)
Premium on early debt retirement(0.6) (116.1) (115.5)
Issuance of ordinary shares8.3
 0.7
 (7.6)
Equity issuance costs(10.3) 
 10.3
Repurchase of ordinary shares
 (191.5) (191.5)
Cash dividends(83.2) (91.1) (7.9)
Other financing, net(8.7) 2.3
 11.0
Net cash for financing activities$(268.7) $(3,004.7) $(2,736.0)

Cash used for financing activities totaled $3.0 billion for the year ended December 31, 2017, compared to $268.7 million of cash used for financing activities for the prior year. In the current year, cash used for financing included $2.6 billion of repayments on long-term debt, $116.1 million of premium on early debt retirement related to the current year debt extinguishment and $191.5 million in share repurchases, as discussed below. In the prior year, the cash used for financing activities was due primarily to borrowings of $1.2 billion of long-term debt, more than offset by net repayments on our revolving credit agreements and other short-term financing of $802.5 million and net repayments on our long-term debt of $559.2 million.
Year Ended December 31, 2016 vs. Year Ended December 31, 2015

 Year Ended
($ in millions)December 31,
2015
 December 31,
2016
 Increase / (Decrease)
Cash Flows From (For) Financing Activities     
Borrowings (repayments) of revolving credit agreements and other financing, net$666.0
 $(802.5) $(1,468.5)
Issuances of long-term debt
 1,190.3
 1,190.3
Payments on long-term debt(917.3) (559.2) 358.1
Premium on early debt retirement
 (0.6) (0.6)
Deferred financing fees(3.6) (2.8) 0.8
Issuance of ordinary shares8.9
 8.3
 (0.6)
Equity issuance costs
 (10.3) (10.3)
Repurchase of ordinary shares(500.0) 
 500.0
Cash dividends(72.2) (83.2) (11.0)
Other financing, net(19.0) (8.7) 10.3
Net cash from (for) financing activities$(837.2) $(268.7) $568.5

Cash used for financing activities totaled $268.7 million for the year ended December 31, 2016, compared to $837.2 million for the prior year. In the year ended December 31, 2016, cash used for financing included $802.5 million to repay balances outstanding under our revolving credit agreements and other short-term financing, $500.0 million used to prepay our 1.300% 2016 Notes, and $59.2 million in scheduled debt payments. These
Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources


payments were offset by the borrowing of $1.2 billion of long-term debt. In the year ended December 31, 2015, the cash used for financing activities was due primarily to payments of $917.3 million on long-term debt, which included the repayment of debt assumed from Omega and a $300.0 million legacy Perrigo term loan, and $500.0 million used to repurchase shares under our share purchase plan. This was offset by $666.0 million of net borrowings under our revolving credit facilities and other short term borrowings.

Six Months Ended December 31, 2015 vs. Six Months Ended December 27, 2014

 Six Months Ended
($ in millions)December 27,
2014
 December 31,
2015
 Increase / (Decrease)
Cash Flows From (For) Financing Activities
Issuances of long-term debt$2,504.3
 $
 $(2,504.3)
Borrowings (repayments) of revolving credit agreements and other financing, net(2.1) 718.0
 $720.1
Payments on long-term debt(934.5) (28.3) $906.2
Deferred financing fees(24.8) (0.3) $24.5
Issuance of ordinary shares1,039.5
 4.9
 $(1,034.6)
Equity issuance costs(35.7) 
 $35.7
Repurchase of ordinary shares
 (500.0) $(500.0)
Cash dividends(29.0) (36.3) $(7.3)
Other financing, net(8.8) (8.4) $0.4
Net cash from financing activities$2,508.9
 $149.6
 $(2,359.3)

Cash generated from financing activities totaled $149.6 million for the six months ended December 31,
2015, compared to $2.5 billion for the comparable prior year period. The net cash inflow during the six months
ended December 31, 2015 was due to net borrowings under our revolving credit facilities of $680.0 million and net
borrowings under our overdraft facilities and other short term borrowings of $38.0 million, offset partially by $500.0 million used to repurchase shares under our share repurchase plan, $36.3 million in dividend payments, and $28.3 million in scheduled principal payments on our euro-denominated term loan. The cash generated during the six months ended December 27, 2014 was due to financing activities to fund the Omega acquisition. The Omega financing included raising $1.6 billion of debt, net of discount and issuance costs, and issuing 6.8 million ordinary shares, which raised $999.3 million, net of issuance costs. In addition, we refinanced certain of our debt totaling $907.6 million.

For more information see "Borrowings and Capital Resources" below and Item 8. Note 10.

Share Repurchases


In October 2015, the Board of Directors approved a three-year share repurchase plan of up to $2.0 billion. DuringFollowing the year ended December 31, 2017, we repurchased 2.7 million ordinary shares at an average repurchase priceexpiration of $71.72 per share, for a total of $191.5 million. We did not repurchase any shares under theour 2015 share repurchase plan duringauthorization in October 2018, our Board of Directors authorized up to $1.0 billion of share repurchases with no expiration date, subject to the yearBoard of Directors’ approval of the pricing parameters and amount that may be repurchased under each specific share repurchase program. Share repurchases were $164.2 million, $0.0 million, and $400.0 million for the years ended December 31, 2016. During the six months ended2020, December 31, 2015, we repurchased 3.3 million ordinary shares at an average repurchase price of $151.59 per share, for a total of $500.0 million.2019, and December 31, 2018, respectively.


Dividends


In January 2003, the Board of Directors adopted a policy of paying quarterly dividends. We paid dividends as follows:
Perrigo Company plc - Item 7
 Year Ended
 December 31,
2020
December 31,
2019
December 31,
2018
Dividends paid (in millions)$123.9 $112.4 $104.9 
Dividends paid per share$0.90 $0.82 $0.76 
Financial Condition, Liquidity and Capital Resources


 Six Months Ended Year Ended
 December 27,
2014
 December 31,
2015
 December 31,
2016
 December 31,
2017
Dividends paid (in millions)$29.0
 $36.3
 $83.2
 $91.1
Dividends paid per share$0.21
 $0.25
 $0.58
 $0.64

The declaration and payment of dividends, if any, is subject to the discretion of our Board of Directors and will depend on our earnings, financial condition, availability of distributable reserves, capital and surplus requirements, and other factors our Board of Directors may consider relevant.

Dividends paid were as follows:
Declaration Date Record Date Payable Dividend Declared
       
Year Ended December 31, 2017
November 2, 2017 December 1, 2017 December 19, 2017 $0.160
August 8, 2017 August 25, 2017 September 12, 2017 $0.160
May 3, 2017 May 26, 2017 June 13, 2017 $0.160
February 21, 2017 March 3, 2017 March 21, 2016 $0.160
       
Year Ended December 31, 2016
November 8, 2016 November 25, 2016 December 13, 2016 $0.145
August 2, 2016 August 26, 2016 September 13, 2016 $0.145
April 26, 2016 May 27, 2016 June 14, 2016 $0.145
February 16, 2016 February 26, 2016 March 15, 2016 $0.145
       
Six Months Ended December 31, 2015
November 4, 2015 November 27, 2015 December 15, 2015 $0.125
August 12, 2015 August 28, 2015 September 15, 2015 $0.125


Borrowings and Capital Resources

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Financial Condition, Liquidity and Capital Resources



Term Loans, Notes and Bonds

Total Term Loans, Notes and Bonds outstanding are summarized as follows (in millions):

Year Ended
December 31,
2020
December 31,
2019
Term loan
2019 Term loan due August 15, 2022$600.0 $600.0 
Notes and bonds
CouponDue
3.500%March 15, 2021$— $280.4 
3.500%December 15, 2021— 309.6 
*5.105%July 28, 2023164.9 151.4 
4.000%November 15, 2023215.6 215.6 
3.900%December 15, 2024700.0 700.0 
4.375%March 15, 2026700.0 700.0 
3.150%June 15, 2030750.0 — 
5.300%November 15, 204390.5 90.5 
4.900%December 15, 2044303.9 303.9 
Total notes and bonds$2,924.9 $2,751.4 

*    Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate.

On June 19, 2020, Perrigo Finance Unlimited Company, a public unlimited company incorporated under the laws of Ireland ("Perrigo Finance") and an indirect wholly-owned finance subsidiary of Perrigo whose primary purpose is to finance the business and operations of Perrigo and its affiliates, issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 (the “2020 Notes") and received net proceeds of $737.1 million after fees and market discount. Interest on the 2020 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2020 Notes will mature on June 15, 2030. The 2020 Notes are governed by a base indenture and a third supplemental indenture (collectively, the "2020 Indenture"). The 2020 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo and no other subsidiary of Perrigo guarantees the 2020 Notes. There are no restrictions under the 2020 Notes on Perrigo's ability to obtain funds from its subsidiaries. Perrigo Finance may redeem the 2020 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2020 Indenture. On July 6, 2020, the proceeds of the 2020 Notes were used to fund the redemption of Perrigo Finance's $280.4 million of 3.500% Senior Notes due March 15, 2021 and $309.6 million of 3.500% Senior Notes due December 15, 2021. The balance will be used for general corporate purposes which may include the repayment or redemption of additional indebtedness. As a result of the early redemption of the $280.4 million of 3.500% Senior Notes and $309.6 million of 3.500% Senior Notes, during the year ended December 31, 2020, we recorded a loss of $20.0 million in Loss on extinguishment of debt on the Consolidated Statements of Operations, consisting of the premium on debt repayments, the write-off of deferred financing fees, and the write-off of the remaining bond discounts.
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On March 8, 2018, we refinanced the €350.0 million outstanding under the previous term loan with the proceeds of a new €350.0 million ($431.0 million) term loan, maturing March 8, 2020 (the "2018 Term Loan"). As a result of the refinancing during the three months ended March 31, 2018, we recorded a loss of $0.5 million, consisting of the write-off of deferred financing fees in Loss on extinguishment of debt on the Consolidated Statements of Operations. During the year ended December 31, 2019, we made $24.7 million in scheduled principal payments. On August 15, 2019, we refinanced the €284.4 million ($317.1 million) outstanding under the 2018 Term Loan with the proceeds of a new $600.0 million term loan, maturing on August 15, 2022 (the "2019 Term Loan"). As a result of the refinancing, during the year ended December 31, 2019, we recorded a loss of $0.2 million, consisting of the write-off of deferred financing fees in Loss on extinguishment of debt on the Consolidated Statements of Operations.

In connection with the Omega acquisition, we assumed a 5.000% retail bond due in 2019 in the amount of €120.0 million ($130.7 million), which was repaid in full on May 23, 2019.

Overdraft Facilities


We have overdraft facilities available that we use to support our cash management operations. We report any balances outstanding in "Other Financing" in Item 8,8. Note 1011. The balanceThere were no borrowings outstanding under the facilities was $6.9 million and $82.9 million atas of December 31, 20172020 and December 31, 2015, respectively,2019.

Leases

    We had $221.3 million and there were no balances outstanding under the facilities at$158.2 million of lease liabilities and $217.0 million and $157.5 million of lease assets as of December 31, 2016.2020 and December 31, 2019, respectively.

On March 30, 2015, we assumed and repaid certain overdraft facilities totaling €51.4 million ($56.0 million) with the Omega acquisition.


Accounts Receivable Factoring


We have accounts receivable factoring arrangements with non-related third-party financial institutions (the “Factors”). Pursuant to the terms of the arrangements, we sell to the Factors certain of our accounts receivable balances on a non-recourse basis for credit approved accounts. An administrative fee per invoice is charged on the gross amount of accounts receivables assigned to the Factors, and interest is calculated at the applicable EUR LIBOR rate plus a spread. The total amount factored on a non-recourse basis and excluded from accounts receivable was $27.5 million, $50.7$6.9 million and $64.5$10.0 million at December 31, 2017, December 31, 20162020 and December 31, 2015,2019, respectively.


Revolving Credit AgreementsAgreement


On December 9, 2015, our 100% owned finance subsidiary, Perrigo Finance Unlimited Company (formerly Perrigo Finance plc) ("Perrigo Finance"),March 8, 2018, we entered into a $750.0 million$1.0 billion revolving credit agreement maturing on March 8, 2023 (the "2015"2018 Revolver"). On March 15, 2016, we used the proceeds of the long-term debt issuance described below under "2016 Notes" to repay the $750.0 million then outstanding under the 2015 Revolver and terminated the facility.

On March 30, 2015, we assumed a revolving credit facility with €500.0 million ($544.5 million) outstanding from Omega. On April 8, 2015, we repaid the €500.0 million ($539.1 million) outstanding under the assumed revolving credit facility and terminated the facility.

On December 5, 2014, Perrigo Finance entered into a $600.0 million revolving credit agreement, which increased to $1.0 billion on March 30, 2015 (the "2014 Revolver"). On March 15, 2016, we used the proceeds of the long-term debt issuance described below under "2016 Notes" to repay the $435.0 million then outstanding under the 2014 Revolver. There were no borrowings outstanding under the 20142018 Revolver as ofDecember 31, 20172020 or December 31, 2016.2019.

Term Loans, Notes and BondsOther Financing


We had $2.9 billion, $5.4 billion, and $4.7 billion outstanding under    On June 17, 2020, we incurred debt of $34.3 million related to our equity method investment in Kazmira pursuant to two promissory notes, and bonds, and $420.0with $3.7 million,,$420.7 $5.8 million and $488.8$24.8 million outstanding under our term loan, as of December 31, 2017, December 31, 2016,to be settled in November 2020, May 2021 and December 31, 2015,November 2021, respectively. On September 29, 2016,December 8, 2020, we repaid the 1.300% senior notes$3.7 million balance due 2016 in full.
On March 7, 2016, Perrigo Finance issued $500.0 million in aggregate principal amount of 3.500% senior notes due 2021 and $700.0 million in aggregate principal amount of 4.375% senior notes due 2026 (together,on the "2016 Notes") and received net proceeds of $1.2 billion after fees and market discount, which were used to repay the amounts outstanding under the 2015 Revolver and 2014 Revolver mentioned above.
On September 2, 2014, we offered to exchange what were previously private placement senior notes for public bonds registered with the Securities and Exchange Commission. Substantially all of the private placement senior notes have been exchanged.
On December 2, 2014, Perrigo Finance, our 100% owned finance subsidiary, issued $500.0 million in aggregate principal amount of 3.50% senior notes due 2021, $700.0 million in aggregate principal amount of 3.90% senior notes due 2024, and $400.0 million in aggregate principal amount of 4.90% senior notes due 2044 (collectively, the "2014 Bonds").
The 2014 Bonds are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo Company
Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources


plc, and no other subsidiary of Perrigo Company plc guarantees the 2014 Bonds. We may redeem the 2014 Bonds at any time under the terms of the applicable indenture, subject to the payment of a make-whole premium.
On December 5, 2014, Perrigo Finance entered into a term loan agreement consisting of a €500.0 million ($614.3 million) tranche, with the ability to draw an additional €300.0 million ($368.6 million) tranche, maturing December 5, 2019, and we entered into a $300.0 million term loan tranche maturing December 18, 2015, which we repaid in full on June 25, 2015.
On December 5, 2014, we repaid the remaining $895.0 million outstanding under our 2013 Term Loan described below, then terminated it.
On June 24, 2015, we repaid the $300.0 millionNovember 2020 portion of the 2014 Term Loan.Promissory Notes (refer to Item 8. Note 8).
On March 30, 2015, we assumed $20.0 million in aggregate principal amount of 6.19% senior notes due 2016 (the "2016 Notes"), €135.0 million ($147.0 million) aggregate principal amount of 5.1045% senior notes due 2023, €300.0 million ($326.7 million) in aggregate principal amount of 5.125% retail bonds due 2017, €180.0 million ($196.0 million) in aggregate principal amount of 4.500% retail bonds due 2017, and €120.0 million ($130.7 million) in aggregate principal amount of 5.000% retail bonds due 2019 (collectively, the "Retail Bonds") in connection with the Omega acquisition.
The fair value of the 2023 Notes and Retail Bondsexceeded par value by €93.6 million($101.9 million) on the date of the acquisition. As a result, a fair value adjustment was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments. The adjustment does not affect cash interest payments.
On May 29, 2015, we repaid the $20.0 million in aggregate principal amount of the 2016 Notes.

Debt Repayments and Related Extinguishment During the Year Ended December 31, 2017

During the year ended December 31, 2017, we reduced our outstanding debt through a variety of transactions (in millions):
Date Series Transaction Type Principal Retired
April 1, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment $13.3
May 8, 2017 $600.0 2.300% senior notes due 2018 Early redemption 600.0
May 23, 2017 €180.0 4.500% retail bonds due 2017 Scheduled maturity 201.3
June 15, 2017 $500.0 3.500% senior notes due 2021 Tender offer 190.4
June 15, 2017 $500.0 3.500% senior notes due 2021 Tender offer 219.6
June 15, 2017 $800.0 4.000% senior notes due 2023 Tender offer 584.4
June 15, 2017 $400.0 5.300% senior notes due 2043 Tender offer 309.5
June 15, 2017 $400.0 4.900% senior notes due 2044 Tender offer 96.1
July 1, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 14.3
September 30, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 14.8
December 12, 2017 €300.0 5.125% senior notes due 2017 Scheduled maturity 352.3
December 31, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 15.0
      $2,611.0

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources


As a result of the of the early redemption and tender offer transactions discussed above, we recorded a loss of $135.2 million during the three months ended July 1, 2017 in Loss on extinguishment of debt (in millions):

Premium on debt repayment $116.1
Transaction costs 3.8
Write-off of deferred financing fees 10.6
Write-off of remaining discount on bond 4.7
Total loss on extinguishment of debt $135.2

We entered into amendments on March 16, 2017 related to the 2014 Revolver and the 2014 Term Loan providing for additional time to deliver certain financial statements, as well as the modification of certain financial and other covenants. We also entered into additional amendments to the 2014 Revolver and the 2014 Term Loan on April 25, 2017 to modify provisions of such agreements necessary as a result of the correction in accounting related to the Tysabri® financial asset, as well as waivers of any default or event of default that may arise from any restatement of or deficiencies in our financial statements for the periods specified in such amendments and waivers. No default or event of default existed prior to entering into these amendments and waivers.    We are in compliance with all covenants under our debt agreements as of December 31, 2017.
See 2020 (refer to Item 1. 8. Note 11 and Note 10 for more information on all of the above debt facilities.facilities and lease activity, respectively).


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Financial Condition, Liquidity and Capital Resources

Credit Ratings
    
Our credit ratings on December 31, 20172020 were Baa3 (stable) and BBB- (stable) by Moody's Investors Service and Standard and Poor'sS&P Global Ratings, respectively.

In January 2021, Fitch Ratings Inc. assigned a BBB- long-term Issuer Default Rating Services, respectively.("IDR") to Perrigo’s IDR with a stable rating outlook.


Credit rating agencies review their ratings periodically and, therefore, the credit rating assigned to us by each agency may be subject to revision at any time. Accordingly, we are not able to predict whether current credit ratings will remain as disclosed above. Factors that can affect our credit ratings include changes in operating performance, the economic environment, our financial position, and changes in business strategy. If changes in our credit ratings were to occur, they could impact, among other things, future borrowing costs, access to capital markets, and vendor financing terms.


Off-Balance Sheet Arrangements
    We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures, or capital resources. We acquire and collaborate on potential products still in development and enter into R&D arrangements with third parties that often require milestone payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required contingent upon the successful achievement of an important point in the development life cycle of the product. Because of the contingent nature of these payments, they are not included in our table of contractual obligations below.

Contractual Obligations


Our enforceable and legally binding obligations as of December 31, 20172020 are set forth in the following table. Some of the amounts included in this table are based on management’s estimates and assumptions about these obligations, including the duration, the possibility of renewal, anticipated actions by third parties and other factors. Because these estimates and assumptions are necessarily subjective, the enforceable and legally binding obligations actually paid in future periods may vary from the amounts reflected in the table (in millions).:
 Payment Due
20212022-20232024-2025After 2025Total
Short and long-term debt (1)
$162.6 $1,224.1 $875.2 $2,325.5 $4,587.4 
Finance lease obligations7.8 8.1 3.2 13.2 32.3 
Purchase obligations (2)
1,204.3 10.0 — — 1,214.3 
Operating leases (3)
40.0 54.5 37.8 93.2 225.5 
Other contractual liabilities reflected on the consolidated balance sheets:
Deferred compensation and benefits (4)
— — — 118.7 118.7 
Other (5)
55.2 26.5 11.5 — 93.2 
Total$1,469.9 $1,323.2 $927.7 $2,550.6 $6,271.4 

(1)Short-term and long-term debt includes interest payments, which were calculated using the effective interest rate at December 31, 2020.
(2)Consists of commitments for both materials and services.
(3)Used in normal course of business, principally for warehouse facilities and computer equipment.
(4)Includes amounts associated with non-qualified plans related to deferred compensation, executive retention and post-employment benefits. Of this amount, we have funded $37.3 million, which is recorded in Other non-current assets on the balance sheet. These amounts are assumed payable after five years, although certain circumstances, such as termination, would require earlier payment.
(5)Primarily includes consulting fees, legal settlements, contingent consideration obligations, restructuring accruals, insurance obligations, and electrical and gas purchase contracts, which were accrued in Other current liabilities and Other non-current liabilities at December 31, 2020 for all years.

79
 Payment Due
 2018 2019-2020 2021-2022 After 2022 Total
Short and long-term debt (1)
$198.3
 $746.9
 $791.9
 $2,767.8
 $4,504.9
Capital lease obligations0.8
 1.4
 
 
 2.2
Purchase obligations (2)
757.2
 13.7
 0.1
 
 771.0
Operating leases (3)
38.1
 56.2
 32.3
 16.6
 143.2
Other contractual liabilities reflected on the consolidated balance sheets:         
Deferred compensation and benefits (4)

 
 
 92.1
 92.1
Other (5)
90.0
 6.6
 4.9
 1.5
 103.0
Total$1,084.4
 $824.8
 $829.2
 $2,878.0
 $5,616.4

(1)
Short-term and long-term debt includes interest payments, which were calculated using the effective interest rate at December 31, 2017.
(2)
Consists of commitments for both materials and services.

Perrigo Company plc - Item 7
Financial Condition, Liquidity and Capital Resources



(3)
Used in normal course of business, principally for warehouse facilities and computer equipment.
(4)
Includes amounts associated with non-qualified plans related to deferred compensation, executive retention and post employment benefits. Of this amount, we have funded $34.6 million, which is recorded in Other non-current assets on the balance sheet. These amounts are assumed payable after five years, although certain circumstances, such as termination, would require earlier payment.
(5)
Primarily includes consulting fees, legal settlements, contingent consideration obligations, restructuring accruals, insurance obligations, and electrical and gas purchase contracts, which were accrued in Other current liabilities and Other non-current liabilities at December 31, 2017 for all years.

We fund our U.S. qualified profit-sharing and investment plan in accordance with the Employee Retirement Income Security Act of 1974 regulations for the minimum annual required contribution and Internal Revenue Service regulations for the maximum annual allowable tax deduction. We are committed to making the required minimum contributions, which we expect to be approximately $25.9$27.7 million over the next 12 months. Future contributions are dependent upon various factors, including employees’ eligible compensation, plan participation and changes, if any, to current funding requirements. Therefore, no amounts were included in the Contractual Obligations table above. We generally expect to fund all future contributions with cash flows from operating activities.


As of December 31, 2017,2020, we had approximately $501.7$504.9 million of liabilities for uncertain tax positions.positions, including interest and penalties. These unrecognized tax benefits have been excluded from the Contractual Obligations table above due to uncertainty as to the amounts and timing of settlement with taxing authorities.


Net deferred income tax liabilities were $311.5$235.1 million as of December 31, 2017.2020. This amount is not included in the Contractual Obligations table above because we believe this presentation would not be meaningful. Net deferred income tax liabilities are calculated based on temporary differences between the tax basis of assets and liabilities and their book basis, which will result in taxable amounts in future years when the book basis is settled. The results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods. As a result, scheduling net deferred income tax liabilities as payments due by period could be misleading because this scheduling would not relate to liquidity needs.


Critical Accounting Estimates


The determination of certain amounts in our financial statements requires the use of estimates. These estimates are based upon our historical experiences combined with management’s understanding of current facts and circumstances. Although the estimates are considered reasonable based on the currently available information, actual results could differ from the estimates we have used. Management considers the below accounting estimates to require the most judgment and to be the most critical in the preparation of our financial statements. These estimates are reviewed by the Audit Committee.


Customer-Related Accruals and AllowancesRevenue Recognition


We generally record revenues fromNet product sales when the goods are shipped to the customer. For customers with Free on Board ("FOB") destination terms, a provision is recorded to exclude shipments estimated to be in-transit to these customers at the endinclude estimates of the reporting period. A sales allowance is recorded and accounts receivable are reduced as revenues are recognizedvariable consideration for estimated losses on credit sales due to customer claims for discounts, price discrepancies, returned goods, and other items. Revenue is also reduced for any contractual customer program arrangements and related liabilities are recorded concurrently.

We maintain customer-relatedwhich accruals and allowances that consistare established. Variable consideration for product sales consists primarily of chargebacks, rebates, other incentive programs, and related administrative fees recorded on the Consolidated Balance Sheets as Accrued customer programs, and sales returns and shelf stock allowances administrative fees,recorded on the Consolidated Balance Sheets as a reduction to Accounts receivable. Where appropriate, these estimates take into consideration a range of possible outcomes in which relevant factors, such as historical experience, current contractual and other incentive programs. Somestatutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns, are either probability-weighted to derive an estimate of expected value or the estimate reflects the single most likely outcome. Overall, these adjustments relate specificallyreserves reflect the best estimates of the amount of consideration to which we are entitled based on the RX segment while others relate toterms of the CHCAcontract. Actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from the estimates, these estimates are adjusted, which would affect revenue and CHCI segments.earnings in the period such variances become known.

    The aggregate gross-to-net adjustments related to RX products can exceed 50% of the segment's gross sales. In contrast, the aggregate gross-to-net adjustments related to CHCACSCA and CHCICSCI typically do not exceed 10% of the segment's gross sales. Certain of these accrualsThe following table summarizes the activity in Accrued customer programs and allowances are recordedallowance accounts on the balance sheet as current liabilities, and others are recorded as a reduction in accounts receivable.

Consolidated Balance Sheets (in millions):
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Perrigo Company plc - Item 7
Critical Accounting Estimates



RXAll Other Segments
ChargebacksMedicaid
Rebates
Sales Returns and Shelf Stock AllowancesAdmin. Fees and Other RebatesRebates and Other AllowancesTotal
Balance at December 31, 2018$266.0 $36.4 $71.0 $44.5 $116.9 $534.8 
Balances acquired in business acquisition— — — — 5.7 5.7 
Balances disposed of in business divestiture— — — — (4.1)(4.1)
Foreign currency translation adjustments— — — — (1.7)(1.7)
Provisions / Adjustments2,127.2 47.9 33.9 116.5 224.6 2,550.1 
Credits / Payments(2,157.4)(56.7)(33.4)(126.3)(227.3)(2,601.1)
Balance at December 31, 2019$235.8 $27.6 $71.5 $34.7 $114.1 $483.7 
Balances acquired in business acquisition— — — — 3.0 3.0 
Balances disposed of in business divestiture— — — — (1.0)(1.0)
Foreign currency translation adjustments— — — — 5.5 5.5 
Provisions / Adjustments1,722.3 53.2 12.7 99.5 418.6 2,306.3 
Credits / Payments(1,788.9)(44.5)(10.5)(102.4)(392.5)(2,338.8)
Balance at December 31, 2020$169.2 $36.3 $73.7 $31.8 $147.7 $458.7 

Chargebacks


We market and sell U.S. Rx pharmaceutical products directly to wholesalers, distributors, warehousing pharmacy chains, and other direct purchasing groups. We also market products indirectly to independent pharmacies, non-warehousing chains, managed care organizations, and group purchasing organizations, collectively(collectively referred to as ("indirect"indirect customers"). In addition, we enter into agreements with some indirect customers to establish contract pricing for certain products. These indirect customers then independently select a wholesaler from which to purchase the products at these contracted prices. Alternatively, we may pre-authorize wholesalers to offer specified contract pricing to other indirect customers. Under either arrangement, we provide chargeback credit to the wholesaler for any difference between the contracted price with the indirect customer and the wholesaler's invoice price. The accrual for chargebacks includes an estimate for outstanding claims that occurred but for which the related claim has not yet been paid, and an estimate for future claims that will be made when the wholesaler inventory is sold to the indirect customer. This estimate is based on historical chargeback experience, and confirmed wholesaler inventory levels, as well as estimatedwhich includes sell-through levels by wholesalers to retailers.retailers, and confirmed wholesaler inventory levels. We regularly assess current pricing dynamics and wholesaler inventory levels to ensure the liability for future chargebacks is fairly stated.


Medicaid Rebates


We participate in certain qualifying U.S. federal and state government programs whereby discounts and rebates are provided to participating government entities. Medicaid rebates are amounts owed based upon contractual agreements or legal requirements with public sector (Medicaid) benefit providers, after the final dispensing of the product by a pharmacy to a benefit plan participant. Medicaid reserves are based on expected payments, which are driven by patient usage, contract performance, and field inventory that will be subject to a Medicaid rebate. Medicaid rebates are typically billed up to 180 days after the product is shipped, but can be billed as many as 270 days after the quarter in which the product is dispensed to the Medicaid participant. As a result, our Medicaid rebate provision includes an estimate of outstanding claims for end-customer sales that occurred but for which the related claim has not been billed, and an estimate for future claims that will be made when inventory in the distribution channel is sold through to plan participants. Our calculation also requires other estimates, such as estimates of sales mix, to determine which sales are subject to rebates and the amount of such rebates. Our rebates are reviewed on a monthly basis against actual claims data to ensure the liability is fairly stated.


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Perrigo Company plc - Item 7
Critical Accounting Estimates

Returns and Shelf Stock Allowances


Consistent with industry practice, we    We maintain a return policy that allows our customers to return product within a specified period prior to and subsequent to the expiration date. Generally, product may be returned for a period beginning six months prior to its expiration date to up to one year after its expiration date. The majority of our product returns are the result of product dating, which falls within the range set by our policy, and are settled through the issuance of a credit to the customer. Our estimate of the provision for returns is based upon our historical experience with actual returns, which is applied to the level of sales for the period that corresponds to the period during which our customers may return product. The period is based on the shelf life of the products at the time of shipment. Additionally, when establishing our reserves, we consider factors such as levels of inventory in the distribution channel, product dating and expiration period, size and maturity of the market prior to a product launch, entrance into the market of additional competition, and changes in formulations.


Shelf stock allowances are credits issued to reflect changes in the selling price of a product and are based upon estimates of the amount of product remaining in a customer's inventory at the time of the anticipated price change. In many cases, the customer is contractually entitled to such a credit. The allowances for shelf stock adjustments are based on specified terms with certain customers, estimated launch dates of competing products, and estimated changes in market price.


RX Administrative Fees and Other Rebates


Consistent with pharmaceutical industry practice, rebates    Rebates or administrative fees are offered to certain wholesale customers, group purchasing organizations, and end-user customers. Settlement of rebates and fees generally may occur from one to 15 months from the date of sale. We provide a provision for rebates at the time of sale based on contracted rates and historical redemption rates. AssumptionsEstimates used to establish the provision include level of wholesaler inventories, contract sales volumes, and average contract pricing.


Perrigo Company plc - Item 7
Critical Accounting Estimates


CHCACSCA and CHCICSCI Rebates and Other Allowances


In the CHCACSCA and CHCICSCI segments, we offer certain customers a volume incentive rebate if specific levels of product purchases are made during a specified period. The accrual for rebates is based on contractual agreements and estimated levels of purchasing. In addition, we have a reserve for product returns, primarily related to damaged and unsaleable products. We also have agreements with certain customers to cover promotional activities related to our products such as coupon programs, new store allowances, and product displays. The accrual for these activities is based on customer agreements and is established at the time product revenue is recognized.


Allowances for customer-related programs are generally recorded at the time of sale based on the estimates and methodologies described above. We continually monitor product sales provisions and re-evaluate these estimates as additional information becomes available, which includes, among other things, an assessment of current market conditions, trade inventory levels, and customer product mix. We make adjustments to these provisions at the end of each reporting period to reflect any such updates to the relevant facts and circumstances.

The following table summarizes the activity in our customer-related accrual and allowance accounts on the Consolidated Balance Sheets (in millions):
Customer-Related Accruals and Allowances
 RX All Other Segments *  
 Chargebacks Medicaid
Rebates
 Returns and Shelf Stock Allowances Admin. Fees and Other Rebates Rebates and Other Allowances Total
Balance at June 27, 2015$191.4
 $31.6
 $62.1
 $45.3
 $128.8
 $459.2
Foreign currency translation adjustments
 
 
 
 (3.2) (3.2)
Provisions / Adjustments666.3
 11.7
 21.3
 47.8
 144.3
 891.4
Credits / Payments(632.7) (18.6) (20.6) (53.1) (133.0) (858.0)
Balance at December 31, 2015$225.0
 $24.7
 $62.8
 $40.0
 $136.9
 $489.4
Foreign currency translation adjustments
 
 
 
 (7.5) (7.5)
Provisions / Adjustments1,437.2
 27.4
 48.0
 103.4
 259.6
 1,875.6
Credits / Payments(1,445.2) (27.5) (33.7) (108.8) (258.0) (1,873.2)
Balance at December 31, 2016$217.0
 $24.6
 $77.1
 $34.6
 $131.0
 $484.3
Foreign currency translation adjustments
 
 
 
 0.1
 0.1
Provisions / Adjustments1,564.3
 45.1
 43.7
 113.8
 281.2
 2,048.1
Credits / Payments(1,551.4) (32.9) (44.6) (105.2) (286.1) (2,020.2)
Balance at December 31, 2017$229.9
 $36.8
 $76.2
 $43.2
 $126.2
 $512.3

*Primarily CHCA and CHCI.

Revenue Recognition
Revenues from service and royalty arrangements, including revenues from collaborative agreements, consist primarily of royalty payments, payments for research and development services, up-front fees and milestone payments. If an arrangement requires the delivery or performance of multiple deliverables or service elements, we determine whether the individual elements represent "separate units of accounting". If the separate elements meet the requirements, we recognize the revenue associated with each element separately and revenue is allocated among elements based on their relative selling prices. If the elements within a multiple deliverable arrangement are not considered separate units of accounting, the delivery of an individual element is considered not to have occurred if there are undelivered elements that are considered essential to the arrangement. To the extent such arrangements contain refund clauses triggered by non-performance or other adverse circumstances, revenue is not recognized until all contractual obligations are satisfied.

Non-refundable up-front fees are deferred and amortized to revenue over the related performance period. We estimate the performance period based on the specific terms of each collaborative agreement. Revenue
Perrigo Company plc - Item 7
Critical Accounting Estimates


associated with research and development services is recognized on a proportional performance basis over the period that we perform the related activities under the terms of the agreement. Revenue resulting from the achievement of contingent milestone events stipulated in the agreements is recognized when the milestone is achieved. Milestones are based upon the occurrence of a substantive element specified in the contract.
Inventory Reserves

We maintain reserves for estimated obsolete or unmarketable inventory based on the difference between the cost of the inventory and its estimated market value. In estimating the reserves, management considers factors such as excess or slow-moving inventories, product expiration dating, products on quality hold, current and future customer demand, and market conditions. Changes in these conditions may result in additional reserves.


Income Taxes


Our tax rate is subject to adjustment over the balance of the year due to, among other things, income tax rate changes by governments; the jurisdictions in which our profits are determined to be earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon finalization of various tax returns; adjustments to our interpretation of transfer pricing standards,standards; changes in available tax credits, grants and other incentives; changes in stock-based compensation expense; changes in tax laws or the interpretation of such tax laws (for example, proposals for fundamental U.S. and international tax reform);laws; changes in U.S. generally accepted accounting principles; expiration of or the inability to renew tax rulings or tax holiday incentives; and the repatriation of earnings with respect to which we have not previously provided taxes. For the year ended December 31, 2020, we recorded a net decrease in valuation allowances of $86.5 million, comprised primarily of a release of the U.S. valuation allowance against certain deferred tax assets and a decrease in U.S. valuation allowance due to the CARES Act.


Although we believe that our tax estimates are reasonable and that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audit, and any related litigation, could be materially
82

Perrigo Company plc - Item 7
Critical Accounting Estimates

different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.assessments (refer to Item 8. Note 15).


Legal Contingencies


We are involved in product liability, patent, commercial, regulatory and other legal proceedings that arise in the normal course of business. We record a liability when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range and no amount within that range is a better estimate, the minimum amount in the range is accrued. If a loss is not probable or a probable loss cannot be reasonably estimated, no liability is recorded. We have established reserves for certain of our legal matters (refer to Item 8. Note 1617). We alsodo not incorporate insurance recoveries into our reserves for legal contingencies. We separately record anyreceivables for amounts due under insurance policies when we consider the realization of recoveries that arefor claims to be probable, of occurring.which may be different than the timing in which we establish the loss reserves.


Acquisition Accounting


We account for acquired businesses using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions. Any excess of the purchase price over the fair value of the specifically identified net assets acquired is recorded as goodwill. Amounts allocated to acquired In Process Research and Development ("IPR&D") are recognized at fair value and initially characterized as indefinite-lived intangible assets, irrespective of whether the acquired IPR&D has an alternative future use. If the acquired net assets do not constitute a business, or substantially all of the fair value is in a single asset or group of similar assets, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, acquired IPR&D with no alternative future use is charged to expense at the acquisition date.


The judgments made by management    Significant judgment is required in determiningestimating the estimated fair value assignedof intangible assets and in assigning their respective useful lives. The acquired intangible assets can include customer relationships, trademarks, trade names, brands, developed product technology and IPR&D assets. For acquisitions accounted for as business combinations, IPR&D is considered to each class ofbe an indefinite-lived intangible asset acquireduntil the research is completed, at which point it then becomes a definite-lived intangible asset, or is determined to have no future use and liability assumed can materially impact our results of operations. As part of the valuation procedures, we typically consult an independent advisor.is then impaired. There are several methods that can be used to determine the fair value.value of our intangible assets. We typically use an income approach for valuing ourto value the specifically identifiable intangible assets by employing eitherwhich is based on forecasts of the expected future cash flows. We have historically used a relief from royalty or multi-period excess earnings methodology. The relief from royalty method assumes that, if the acquired company did not own the intangible asset or intellectual property, it would be willing to pay a royalty for its use. The benefit of ownership of the intellectual property is valued as the relief from the royalty
Perrigo Company plc - Item 7
Critical Accounting Estimates


expense that would otherwise be incurred. Typically we use this method for valuing readily transferable intangible assets that have licensing appeal, such as trade namesfair value estimates are based on available historical information and trademarkson future expectations and certain technology assets.

The multi-period excess earnings approach starts with a forecast of the net cash flows expected to be generatedassumptions deemed reasonable by the asset over its estimated useful life. These cash flowsmanagement but are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.inherently uncertain. We typically use this method for valuingconsult with an independent advisor to assist in the valuation of these intangible assets such as developed product technology, customer relationships, product formulations, and IPR&D.

Some of the more significantassets. Significant estimates and assumptions inherent in one or both of these income approaches include:

the valuations include discount rates, revenue growth assumptions and expected profit margins. We consider marketplace participant assumptions in determining the amount and timing of projected future cash flows adjusted foralong with the probabilitylength of technical and marketing success;
our customer relationships, the amount and timing of projected costsattrition, product or technology life cycles, barriers to develop IPR&D into commercially viable products;
the discount rate selected to measure the risks inherent in the future cash flows;
the estimate of an appropriate market royalty rate; and
an assessment of the asset's life cycleentry and the competitive trends impactingrisk associated with the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry.
We believe the fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions; however, unanticipated events and circumstances may occur that may affect the accuracy and validity of such assumptions, estimates or actual results.

cash flows in concluding upon our discount rate. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, we may record adjustments to the assets acquiredpurchase accounting. In addition, unanticipated market or macroeconomic events and liabilities assumed withcircumstances may occur that could affect the corresponding offset to goodwill. Upon the conclusionaccuracy or validity of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Operations.estimates and assumptions.


Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Useful life isWith the period over whichexception of certain trademarks, trade names, and brands and IPR&D, the majority of our acquired intangible asset isassets are expected to contribute directly or indirectlyhave determinable useful lives. Our assessment as to our future cash flows. We determine the useful lives of these intangible assets is based on a number of factors such as legal, regulatory, or contractual provisions that may limit the usefulincluding competitive environment, market share, trademark, brand history, underlying product life cycles, operating plans and the effectsmacroeconomic environment of obsolescence, anticipated demand, existencethe countries in which the trademarked or absence of competition, and other economic factors onbranded products are sold. Definite-lived intangible assets are amortized to expense over their estimated useful life.

Financial Assets

We accounted for the Tysabri® royalty stream as a financial asset and elected to use the fair value option model. We made the election to account for the Tysabri® financial asset using the fair value option as we believed this method was most appropriate for an asset that did not have a par value, a stated interest stream, or a termination date. The change in estimated fair value from investments in royalty rights is presented on our Consolidated Statements of Operations under the caption, "Change in financial assets."

We were entitled to quarterly payments of royalties on Tysabri® sales. We recorded our right to royalty payments from Biogen when earned and when collection was reasonably assured. We recorded the change in fair value of the Tysabri® financial asset in our financial statements each period. Critical estimates in determining the fair value are the underlying revenue assumptions of Tysabri® sales and the discount rates. The revenue assumptions were impacted by product demand and market growth assumptions, inventory target levels, product approval and pricing assumptions. Factors that could cause a change in estimates of future cash flows include a change in estimated market size, entry of a competitive product that would erode market share, manufacturing and approval of a biosimilar equivalent product, a change in pricing strategy or reimbursement coverage, a delay in obtaining regulatory approval, a change in dosage of the product, and a change in the number of treatments.

Perrigo Company plc - Item 7
Critical Accounting Estimates


The Tysabri® financial asset acquired in 2013 as part of the Elan acquisition represented a single unit of accounting. The fair value of the financial asset acquired was determined by using a discounted cash flow analysis related to the expected future cash flows to be generated by the royalty stream from Biogen based on the royalty percentage payments of Tysabri® sales. The financial asset is classified as a Level 3 asset within the fair value hierarchy, as our valuation utilized significant unobservable inputs, including industry analyst estimates for global Tysabri® sales, probability weighted as to the timing and amount of future cash flows along with certain discount rate assumptions. Cash flow forecasts included the estimated effect and timing of future competition, considering patents in effect for Tysabri® through 2024 and contractual rights to receive cash flows into perpetuity. The discounted cash flows are based upon the expected royalty stream forecasted into perpetuity using a 20-year discrete period with a declining rate terminal value. The pre-tax discount rate utilized was 7.72% and 7.83% at December 31, 2015, and June 27, 2015, respectively. Significant judgment is required in selecting appropriate discount rates.     At December 31, 2015, and June 27, 2015, we performed an evaluation to assess the discount rate and general market conditions potentially affecting the fair value of our Tysabri® financial asset. As of December 31, 2015, had this discount rate increased or decreased by 0.5%, the fair value of the asset would have increased by $270.0 million or decreased by $260.0 million, respectively. As of June 27, 2015, had this discount rate increased or decreased by 0.5%, the fair value of the asset would have decreased by $260.0 million or increased by $290.0 million, respectively. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from those estimates. Quarterly, we assess the expected future cash flows and to the extent such payments are greater or less than initial estimates, or the timing of such payments is materially different than the original estimates, we will adjust the estimated fair value of the asset. As of December 31, 2015, if the expected royalty cash flows used in the estimation process had increased or decreased by 5.0%, the fair value of the asset would have increased by $270.0 million or decreased by $280.0 million, respectively. As of June 27, 2015, if the expected royalty cash flows used in the estimation process had increased or decreased by 5.0%, the fair value of the asset would have increased by $280.0 million or decreased by $280.0 million, respectively. In November 2016, we announced we were evaluating strategic alternatives for the Tysabri® financial asset. As of December 31, 2016, the financial asset was adjusted based on this strategic review and sale process, see discussion below for additional information on the sale.

The following table summarizes the change in our Consolidated Balance Sheet for the Tysabri® financial asset, which includes our fair value adjustment that is a Level 3 measurement under ASC 820 and is included in our Consolidated Statement of Operations for the years ended December 31, 2017, and December 31, 2016, and the six months ended December 31, 2015 (in millions):
 Year Ended Six Months Ended
 December 31,
2017
 December 31,
2016
 December 31,
2015
Tysabri® financial asset
     
Beginning balance$2,350.0
 $5,310.0
 $5,420.0
Royalties earned
 (351.8) (167.3)
Change in fair value
 (2,608.2) 57.3
Divestiture(2,350.0) 
 
Ending balance$
 $2,350.0
 $5,310.0


Change in Financial Assets


On March 27, 2017, we announced    During the completed divestment of our Tysabri® financial asset toyear ended December 31, 2020, Royalty Pharma payments from Biogen for up to $2.85 billion, consisting of $2.2 billionTysabri® sales, as defined in cash and up to $250.0 million and $400.0 million in milestone payments if the royalties onagreement between the parties, did not exceed the 2020 global net sales threshold of Tysabri® that$351.0 million. Therefore, we are received by Royalty Pharma meet specific thresholds in 2018 and 2020, respectively. As a result of this transaction, we transferrednot entitled to receive the entire financial asset to Royalty Pharma and recorded a $17.1 million gain during the three months ended April 1, 2017. We elected to account for theremaining contingent milestone payments using the fair value option method,payment of $400.0 million and, these were recorded at an estimated fair value of $134.5 million as of December 31, 2017. We chose the fair value option as we believe it will help investors understand the potential future cash flows we may receive associated with the two contingent milestones.

accordingly,
83

Perrigo Company plc - Item 7
Critical Accounting Estimates



We valuedwrote off the entire fair value of the remaining milestone payment related to 2020 of $95.3 million in Change in financial assets on the Consolidated Statements of Operations (refer to Item 8. Note 7). As of December 31, 2020, there are no contingent milestone payments outstanding; therefore, this accounting estimate will no longer be applicable in future periods.

We valued our contingent milestone payments from Royalty Pharma using a modified Black-Scholes Option Pricing Model ("BSOPM"). Key inputs in the BSOPM are the estimated volatility and rate of return of royalties on global net sales of Tysabri® that are received by Royalty Pharma over time until payment of the contingent milestone payments is completed. Volatilitymilestones are resolved. As of December 31, 2019, volatility and the estimated fair value of the milestones havehad a positive relationship such that higher volatility translatestranslated to a higher estimated fair value of the contingent milestone payments. InRate of return and the valuationestimated fair value of contingent milestone payments performed, we assumed volatility of 30.0% andthe milestones had an inverse relationship, such that a lower rate of return correlates with a higher estimated fair value of 8.07% as of December 31, 2017.the contingent milestone payments. We assess volatility and rate of return inputs quarterly by analyzing certain market volatility benchmarks and the risk associated with Royalty Pharma achieving the underlying projected royalties. During the year ended December 31, 2017, the fair value of the Royalty Pharma contingent milestone payments decreased $42.0 million, as a result of the decrease in the estimated projected Tysabri® revenues due to the launch of Ocrevus® late in the first quarter of 2017.

In addition, payment of the contingent milestone payments is dependent on global net sales of Tysabri®. Of the $134.5 million of estimated fair valued contingent milestone payments as of December 31, 2017, $79.7 million and $54.8 million relates to the 2018 and 2020 contingent milestone payments, respectively. If Tysabri® global net sales do not meet the prescribed threshold in 2018, we will write off the $79.7 million asset as an expense to Change in financial assets on the Consolidated Statement of Operations. If the prescribed threshold is exceeded, we will write up the asset to $250 million and recognize income of $170.3 million in Change in financial assets on the Consolidated Statement of Operations. If Tysabri® global net sales do not meet the prescribed threshold in 2020, we will write off the $54.8 million asset as an expense to Change in financial assets on the Consolidated Statement of Operations. If the prescribed threshold is exceeded, we will write up the asset to $400.0 million and recognize income of $345.2 million in Change in financial assets on the Consolidated Statement of Operations.

Global Tysabri® net sales need to exceed $1.9 billion and $2.0 billion in 2018 and 2020, respectively in order for Royalty Pharma to receive the level of royalties needed to trigger the milestone payments owed to us. Tysabri® net sales are anticipated to decline on a global basis in 2018, compared to 2017, due to increased competition from Ocrevus®, offset by volume growth in Tysabri® international markets (refer to Item 8. Note 6).

The table below presents a reconciliation forrepresents the Royalty Pharma contingent milestone payments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions). Change in fair value in the table was recorded in Change in financial assets on the Consolidated Statementsvolatility and rate of Operations.return:
 Year Ended
 December 31,
2017
Royalty Pharma Contingent Milestone Payments 
Beginning balance$
Additions184.5
Payments(8.0)
Change in fair value(42.0)
Ending balance$134.5

Year Ended
December 31,
2019
Volatility30.0 %
Rate of return7.92 %
Goodwill and Indefinite-Lived Intangible Assets


Goodwill represents amounts paid for an acquisition in excess of the fair value of net assets received. We test goodwill forAfter completing the divestiture of our Rosemont Pharmaceuticals business, we have five reporting units subject to impairment testing annually, or more frequently if changes in circumstances or the occurrence of events suggest an impairment exists (refer to Item 8. Note 1). Effective in the year ended December 31, 2016,which we changed our segment structure. We performed our annual goodwill testing as of October 1, 2017,on the first day of the fourth quarter of the years ended December 31, 2020 and 2019. We perform impairment testing more frequently if events suggest an impairment may exist. We had triggering events during the second, third, and fourth quarters of the year ended December 31, 2017.2020 and the second quarter of the year ended December 31, 2019, and we performed interim impairment tests in those periods. The test for impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. The estimates associated with the goodwill impairment tests are considered critical due to the judgments required in determining fair value amounts, including projected future cash flows that include assumptions about future performance. The discount rates used in testing each of our reporting units’ goodwill for impairment as ofduring our interim and annual testing date in the fourth quarter of 2017 arewere based on the weighted average cost of capital determined for each of the Company’sour reporting unitsunits. In our annual impairment test as of September 27, 2020, discount rates ranged from 7.25% to 10.3%, and perpetual revenue growth rates ranged from 0.0% to 2.0%. In our annual impairment test as of September 29, 2019, discount rates ranged from 7.5% to 13.5%. Perpetual12.0%, and perpetual revenue growth rates for each reporting unit ranged from 2.0%0.0% to 3.0%2.0%. Changes in these estimates may result in the recognition of an impairment loss.
Perrigo Company plc - Item 7
Critical Accounting Estimates



During We recorded goodwill impairment losses of $346.8 million and $109.2 million related to our annual goodwill testing as of October 1, 2017, we determinedRX U.S. reporting unit during the fair value of each of our reporting units exceeded their net book values. The fair values of the BCH, UK AUS, and Animal Health reporting units were each less than 25.0% higher than their respective net book values. As a result, these reporting units are inherently at a higher risk for future impairments if they experience deterioration in business performance or market multiples, or increases in discount rates. These reporting units had the following remaining goodwill balances as ofyears ended December 31, 2017:2020 and December 31, 2019, respectively, which were recorded in Impairment charges on the Consolidated Statements of Operations. In the year ended December 31, 2018, we recorded a goodwill impairment of $136.7 million related to our animal health reporting unit which was subsequently divested on July 8, 2019.

Reporting Unit Goodwill Remaining in Reporting Unit Segment Fair Value in excess of Carrying Value
BCH $1,026.0
 CHCI 6.6%
Animal Health $178.9
 CHCA 23.6%
UK AUS $53.1
 CHCI 18.3%


The discounted cash flow forecasts used for theseour reporting units in goodwill impairment testing include assumptions about future activity levels in the near term and longer-term. If growth in theseour reporting units is lower than expected, we may experience deterioration in our cash flow forecasts that may indicate goodwill in theone or more reporting units may beis impaired in future impairment tests. We continue to monitorAn increase in the progress and assessdiscount rate could negatively impact the estimated fair value of the reporting units forand lead to future impairment. Certain macroeconomic factors which are not controlled by the reporting units, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. Deterioration in performance of our reporting units, such as lower than expected revenue or profitability that has a sustained impact on future periods, could also represent potential indicators of impairment requiring further analysis. In our annual impairment test as of September 27, 2020, we evaluated the weighted average cost of capital, market multiples, and forecasted cash flows of each reporting unit, among other factors. 

Our RX U.S. reporting unit had an indication of potential impairment shouldduring the three months ended September 26, 2020 driven primarily by the stoppage of production and distribution of albuterol sulfate inhalation aerosol and voluntary nationwide recall to the retail level as a result of reports that some units may not dispense due to clogging, combined with a decline in market multiples. We prepared a quantitative analysis as of September 26, 2020 and
84

Perrigo Company plc - Item 7
Critical Accounting Estimates

determined the carrying value of the RX U.S. reporting unit exceeded its estimated fair value. We recognized a goodwill impairment of $202.4 million, leaving $811.1 million of goodwill in this reporting unit after the impairment.

Our RX U.S. reporting unit had additional indicators arise,of impairment during the three months ended December 31, 2020. We prepared a quantitative test as applicable,of December 31, 2020 and determined the carrying value of the RX U.S. reporting unit exceeded its estimated fair value. We recognized a goodwill impairment of $144.4 million, leaving $673.1 million of goodwill in the reporting unit as of December 31, 2020. The RX U.S. reporting unit is at least annuallyrisk for future impairments if it experiences further deterioration in business performance or market multiples or increases in discount rates.

Our Branded Consumer Self-care ("BCS") reporting unit included in the CSCI segment had an indication of potential impairment during the three months ended June 27, 2020 driven by a decrease in forecasted cash flows in the second half of 2020 related to impacts from the COVID-19 pandemic. We prepared a quantitative analysis as of June 27, 2020 and determined that the fair value of the BCS reporting unit continued to exceed net book value by less than 10%. During our fourth quarterannual goodwill testing as of September 27, 2020 and September 29, 2019, we determined the fair value of the BCS reporting unit was less than 10.0% higher than its net book value in both analyses. As a result of the relatively narrow margin between fair value and net book value during the three months ended December 31, 2020 and 2019, this reporting unit is at risk for future impairments if it experiences deterioration in business performance or market multiples or increases in discount rates. Goodwill remaining in this reporting unit was $1,049.2 million as of December 31, 2020.

During our annual goodwill testing as of September 27, 2020 and September 29, 2019, we determined the fair value of the Oral Care International reporting unit included in the CSCI segment was less than 10.0% higher than its net book value, which was due to recent application of fair value acquisition accounting to the reporting unit's net assets rather than the presence of impairment testing.indicators. With a margin between fair value and net book value in this range, the reporting unit is at risk for future goodwill impairments if it experiences deterioration in business performance or market multiples or increases in discount rates. Goodwill remaining in this reporting unit was $88.3 million as of December 31, 2020.


ManagementWe performed sensitivity analyses on the discounted cash flow valuations that were prepared to estimate the enterprise values of each reporting unit. Discount rates were increased and decreased by increments of 50 basis points, up to cumulative increases and decreases of 150 basis points. Perpetualperpetual revenue growth rates were increased and decreased by increments of 25 or 50 basis points, up to cumulative increases and decreases of 100points. For the BCS reporting unit, a 75 basis points. A summary ofpoint increase in the sensitivity analysis results is provided below for the three reporting units for which estimated fair value was less than 25.0% higher than net book value.

BCH

Adiscount rate, or a 50 basis point increase in the discount rate combined with a 10025 basis point decrease in the perpetual revenueresidual growth rate, or different combinations thereof, would indicate potential impairment for this reporting unit. For the Oral Care International reporting unit, a 50 basis point increase in the discount rate, or a 25 basis point increase in the discount rate combined with a 25 basis point decrease in the residual growth rate, would indicate potential impairment for this reporting unit. Our sensitivities for both the BCS and Oral Care International reporting units assume a corresponding decrease in market valuation multiples. Based on the sensitivity of the discount rate assumptionassumptions on the BCH reporting unit analysis, anythese analyses, an increase in the discount rate over the next twelve months could negatively impact the estimated fair value of thisthe reporting unitunits and lead to a future impairment. Certain macroeconomic factors which are not controlled by the reporting unit,units, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. Deterioration in BCH performance of our reporting units over the next twelve months, such as lower than expected revenuesrevenue or profitability that has a sustained impact on future periods, could also represent potential indicators of impairment requiring further impairment analysis.


Animal Health

A 100 basis point increase inWe continue to monitor the discount rate combined with a 100 basis point decrease in the perpetual revenue growth rate, or a 150 basis point increase in the discount rate combined with 50 basis point decrease in the perpetual revenue growth rate, would indicateprogress of our reporting units and assess them for potential impairment of this reporting unit. If the expected results for this reporting unit are not achieved, potentialshould impairment indicators of impairment may result, requiring further analysis.

During thearise, as applicable, and at least annually during our fourth quarter of 2017, the Animal Health reporting unit had an indication of potential impairment resulting from the termination of a supply agreement. We prepared an impairment test as of December 31, 2017 and determined the fair value of the Animal Health reporting unit continued to exceed net book value, by 8.9%. The 8.9% margin was lower than the excess fair value over carrying value of 23.6% that was estimated as of October 1, 2017. Therefore, while no impairment was recorded in 2017, the supply agreement termination increased the risk of future impairment in this reporting unit. Based on our estimates of fair value and the reported carrying values as of December 31, 2017, a 100 basis point increase in the discount rate, or a 100 basis point decrease in the perpetual revenue growth rate, would indicate potential impairment of this reporting unit. If the expected results for this reporting unit are not achieved, additional indicators of impairment may result, requiring further analysis.testing.
Perrigo Company plc - Item 7
Critical Accounting Estimates



UK AUS

A 150 basis point increase in the discount rate, or a 100 basis point increase in the discount rate combined with a 100 basis point decrease in the perpetual revenue growth rate, would indicate potential impairment of this reporting unit. If the expected results for this reporting unit are not achieved, potential indicators of impairment may result, requiring further analysis.

The sensitivity analyses described above for BCH, UK AUS, and Animal Health, while a useful tool, should not be used as a sole predictor of impairment. A thorough analysis of all the facts and circumstances existing at that time would need to be performed to determine if recording an impairment loss was appropriate.

Certain trade names, trademarks, brands, as well as IPR&D assets, are determined to have an indefinite useful life and are not subject to amortization. We review them for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that any individual asset might be impaired, and adjust the carrying value of the asset as necessary. IPR&D assets are initially recognized at fair value and classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. We recorded the following impairment charges on the Consolidated Statements of Operations (in millions):
 Year Ended Six Months Ended
 December 31, 2017 December 31,
2016
 December 31,
2015
Goodwill$
 $1,092.6
 $
Indefinite-lived intangible assets$
 $849.5
 $185.1
IPR&D$12.7
 $3.5
 $

As of December 31, 2017, the remaining goodwill and indefinite-lived asset balances are $4.2 billion and $90.3 million, respectively (refer to     See Item 8. Note 34 and Note 67 for additional information regarding goodwill and indefinite-lived intangible asset impairment testing results and assumptions used, respectively).

Definite-Lived Intangible Assets

Definite-lived intangible assets consist of a portfolio of developed product technology/formulation and product rights, distribution and license agreements, customer relationships, non-compete agreements, and certain trademarks, trade names, and brands. The assets are amortized on either a straight-line basis or proportionately to the benefits derived from those relationships or agreements.

For intangible assets subject to amortization, an impairment analysis is performed whenever events or changes in circumstances indicate that the carrying amount of any individual asset may not be recoverable. The carrying amount of an intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss is recognized if the carrying amount of the asset is not recoverable and its carrying amount exceeds its fair value. We recorded the following impairment charges on the Consolidated Statements of Operations (in millions):
 Year Ended
 December 31, 2017 December 31,
2016
Definite-lived Intangible assets$19.7
 $665.5
To the extent we experience additional unanticipated competitive market entrants or major adverse macro-economic events, we may incur additional impairment losses (refer to Item 8. Note 3 and Note 6 for a more detailed discussion of the impaired definite-lived intangible assets and assumptions used, respectively).

Perrigo Company plc - Item 7
Critical Accounting Estimates


Guaranteed Liabilities

On November 21, 2017, we completed the sale of our Israel API business, which was previously classified as held-for-sale, to SK Capital (refer to Item 8. Note 2). As a result of the sale, we recognized a guarantee liability. Per the agreement, we will be reimbursed for tax receivables for tax years prior to closing and will need to reimburse SK Capital for the settlement of any uncertain tax liability positions for tax years prior to closing. In addition, after closing and going forward, the Israel API business, will be assessed by and liable to the Israel Tax Authority ("ITA") for any audit findings. We are no longer the primary obligor on the liabilities transferred to SK Capital on November 21, 2017, however, we have provided a guarantee on certain obligations that were recorded at a fair value of $13.8 million, with a maximum possible payout of $34.9 million.further information.
    
Recently Issued Accounting Standards Pronouncements


See Item 8. Note 1 for information regarding recently issued accounting standards.


85

Perrigo Company plc - Item 7A


ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk


We are a global company with operations primarily throughout North America, Europe, Australia, Mexico, and Israel. We transact business in each location's local currency and in foreign currencies, thereby creating exposures to changes in exchange rates. Our largest exposure is the movement of the U.S. dollar relative to the euro, which has increased due to the Omega acquisition.euro. In addition, our U.S. operations continue to expand their export business, primarily in Canada, China, and Europe, and are subject to fluctuations in the respective exchange rates relative to the U.S. dollar. A large portion of the sales of our Israeli operations is in foreign currencies, primarily U.S. dollars and euros,Euros, while these operations largely incur costs in their local currency. Further, a portion of Biogen's global sales of Tysabri® are denominated in local currencies creating exposures to changes in exchange rates relative to the U.S. dollar and thereby impacting the amount of U.S. dollar royalties necessary to achieve our contingent payment thresholds in 2018 and 2020.


Due to different sales and cost structures, certain segments experience a negative impact and certain segments a positive impact as a result of changes in exchange rates. We estimate the translation effect of a ten percent devaluation of the U.S. dollar relative to the other foreign currencies in which we transact business would have increased operating income of our non-U.S. operating units by approximately $87.1$29.1 million for the year ended December 31, 2017.2020. This sensitivity analysis has inherent limitations. The analysis disregards the possibility that rates of multiple foreign currencies will not always move in the same direction relative to the value of the U.S. dollar over time and does not account for foreign exchange derivatives that we utilize to mitigate fluctuations in exchange rates.


In addition, we enter into certain purchase commitments for materials that, although denominated in U.S. dollars, are linked to foreign currency valuations. These commitments generally contain a range for which the price of materials may fluctuate over time given the value of a foreign currency.


The translation of the assets and liabilities of our non-U.S. dollar denominated operations is made using local currency exchange rates as of the end of the year. Translation adjustments are not included in determining net income but are disclosed in Accumulated Other Comprehensive Income ("AOCI") within shareholders’ equity on the Consolidated Balance Sheets until a sale or substantially complete liquidation of the net investment in the subsidiary takes place. In certain markets, we could recognize a significant gain or loss related to unrealized cumulative translation adjustments if we were to exit the market and liquidate our net investment. As of December 31, 2017,2020, cumulative net currency translation adjustments decreasedincreased shareholders’ equity by $260.6$407.3 million.
    
We monitor and strive to manage risk related to foreign currency exchange rates. Exposures that cannot be
naturally offset within a local entity to an immaterial amount are often hedged with foreign exchange derivatives or netted with offsetting exposures at other entities (refer to Item 8. Note 8 for further information regarding our derivative and hedging activities).entities. We cannot predict future changes in foreign currency movements and fluctuations that could materially impact earnings.
Perrigo Company plc - Item 7A





Interest Rate Risk


We are exposed to interest rate changes primarily as a result of interest income earned on our investment of cash on hand and interest expense on borrowings used to finance acquisitions and other general corporate purposes.borrowings.


We have in the past, and may in the future, enter into certain derivative financial instruments related to the management of interest rate risk, when available on a cost-effective basis (refer to Item 8. Note 8 for further information regarding our derivative and hedging activities).basis. These instruments are managed on a consolidated basis to efficiently net exposures and thus take advantage of any natural offsets. We do not use derivative financial instruments for speculative purposes. Gains and losses on hedging transactions are offset by gains and losses on the underlying exposures being hedged. We do not use derivative financial instruments for speculative purposes.

    See Item 8. Note 9 and Note 1 for further information regarding our derivative instruments and hedging activities.
86

Perrigo Company plc - Item 8





ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

87


Perrigo Company plc - Item 8





Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTS


To the Shareholders and the Board of Directors of Perrigo Company plc


Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of Perrigo Company plc (the Company) as of December 31, 2017, 20162020 and 2015,2019, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2017 and 2016, the period from June 28, 2015 to December 31, 2015, and the fiscal year ended June 27, 2015,2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172020 and 2016,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017 and 2016, the period from June 28, 2015 to December 31, 2015, and the fiscal year ended June 27, 2015,2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 20182021 expressed an adverseunqualified opinion thereon.


Adoption of Accounting Standards Update (ASU) No. 2017-04

As discussed in Note 4 to the consolidated financial statements, the Company changed its method of accounting for goodwill in 2019 due to the adoption of ASU No. 2017-04, Intangibles – Goodwill and Other.

Basis for Opinion


These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.





88

Perrigo Company plc - Item 8


Valuation of Goodwill for the RX U.S., BCS, and Oral Care International Reporting Units
Description of the MatterAt December 31, 2020, the Company’s goodwill was $3,768.8 million. As discussed in Note 1 of the consolidated financial statements, goodwill is not amortized but rather is tested for impairment at least annually at the reporting unit level. The Company’s goodwill is initially assigned to its reporting units as of the acquisition date. The Company recorded goodwill impairment charges of $346.8 million for the year ended December 31, 2020 in the RX U.S. reporting unit.

Auditing management’s goodwill impairment tests was complex and highly judgmental due to the significant measurement uncertainty in determining the fair value of the reporting units. In particular, the fair value estimates for the RX U.S., Branded Consumer Self-Care (BCS) and Oral Care International reporting units were sensitive to significant assumptions such as revenue growth, operating margins, and discount rate, which are affected by expected future market or economic conditions.
How We Addressed the Matter in Our Audit













We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment assessment process. For example, we tested controls over the Company’s forecast process as well as controls over management’s review of the significant assumptions discussed above in estimating the fair values of the reporting units.

To test the fair value of the Company’s reporting units, our audit procedures included, among others, assessing methodologies used and testing the significant assumptions discussed above as well as the completeness and accuracy of the underlying data used by the Company. For example, we compared the significant assumptions used by management to current industry and economic trends, changes in the Company’s business model, customer base or product mix and other relevant factors. We performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in the assumptions. We also reviewed the reconciliation of the fair value of the reporting units to the market capitalization of the Company and evaluated the implied control premium. We also assessed the historical accuracy of the significant assumptions used by management to determine the fair value of its reporting units. The evaluation of the Company’s methodology and significant assumptions was performed with the assistance of our valuation specialists.


89

Perrigo Company plc - Item 8


Uncertain Tax Positions
Description of the MatterAs described in Note 15 to the consolidated financial statements, the Company operates in multiple jurisdictions with complex tax policy and regulatory environments and establishes reserves for uncertain tax positions in accordance with the accounting guidance governing uncertainty in income taxes. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. At December 31, 2020, the Company had liabilities of $396.0 million, excluding interest and penalties, relating to uncertain tax positions.

Auditing the measurement of the Company’s uncertain tax positions was challenging because the evaluation of whether a tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex, involves significant judgment, and is based on interpretations of tax laws and legal rulings.

How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles for uncertain tax positions.

Our audit procedures included, among others, assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. To test the Company’s assessment and measurement of uncertain tax positions, we involved our tax professionals to assess whether the uncertain tax positions identified by the Company are more-likely-than-not to be sustained upon audit and, if so, to assist in testing the assumptions made by the Company in measuring the amount of tax benefit that qualifies for recognition. We also used our knowledge of, and experience with, the application of domestic and international income tax laws by the relevant income tax authorities to evaluate the Company’s assessments of whether the uncertain tax position is more-likely-than-not to be sustained and, if so, the potential outcomes that could occur upon an audit by a taxing authority. We tested the completeness and accuracy of the data and calculations used to determine the amount of tax benefit to recognize. We also evaluated the adequacy of the Company’s disclosures to the consolidated financial statements in relation to these matters.
90

Perrigo Company plc - Item 8


Chargebacks and Product Returns
Description of the MatterAs described in Note 1 to the consolidated financial statements under the caption “Revenue,” net product sales include estimates of variable consideration for which accruals and allowances have been established. Variable consideration for product sales include chargebacks, which are recorded as Accrued customer programs, and product returns, which are recorded as a reduction to Accounts receivable.

Auditing the chargeback liability and product returns reserve was challenging because of the subjectivity of certain assumptions required to estimate these amounts. In particular, the accrual for chargebacks includes estimates for outstanding claims that have occurred but for which the related claim has not yet been paid and for future claims that will be made when the wholesaler inventory is sold to the indirect customer. These estimates are based on historical chargeback experience and estimated wholesaler inventory levels. In addition, the estimate of the product returns reserve is based on historical experience with actual returns and considers other factors such as levels of inventory in the distribution channel, product dating and expiration period, size and maturity of the market prior to a product launch, entrance into the market of additional competition, and changes in formulations.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls addressing the risks of material misstatement for chargebacks and product returns. This included, for example, testing controls over management’s review of the significant assumptions used to calculate the chargeback liabilities and product returns reserves discussed above.

To test the Company’s chargeback liability and product returns reserves, we performed audit procedures that included, among others, testing the accuracy and completeness of the underlying data used in the calculations and evaluating the significant assumptions used by management to estimate its reserves. We also tested the Company's retrospective review of the accuracy of the reserves for product returns, compared the results of the retrospective review to the current year and performed analytical procedures, based on Company and external data sources, to evaluate the completeness of the reserves.
/s/ Ernst & Young LLP


We have served as the Company’s auditor since 2008.


Grand Rapids, Michigan
March 1, 20182021

91

Perrigo Company plc - Item 8







PERRIGO COMPANY PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
 Year Ended
 December 31, 2020December 31, 2019December 31,
2018
Net sales$5,063.3 $4,837.4 $4,731.7 
Cost of sales3,248.1 3,064.1 2,900.2 
Gross profit1,815.2 1,773.3 1,831.5 
Operating expenses
Distribution100.4 96.1 94.2 
Research and development177.7 187.4 218.6 
Selling579.1 567.0 595.7 
Administration496.0 503.0 435.9 
Impairment charges346.8 184.5 224.4 
Restructuring3.5 26.3 21.0 
Other operating expense (income)(3.7)4.2 5.2 
Total operating expenses1,699.8 1,568.5 1,595.0 
Operating income115.4 204.8 236.5 
Change in financial assets96.4 (22.1)(188.7)
Interest expense, net131.2 121.7 128.0 
Other (income) expense, net17.2 (66.0)6.1 
Loss on extinguishment of debt20.0 0.2 0.5 
Income (loss) before income taxes(149.4)171.0 290.6 
Income tax expense13.2 24.9 159.6 
Net income (loss)$(162.6)$146.1 $131.0 
Earnings (loss) per share
Basic$(1.19)$1.07 $0.95 
Diluted$(1.19)$1.07 $0.95 
Weighted-average shares outstanding
Basic136.1 136.0 137.8 
Diluted136.1 136.5 138.3 
 Year Ended Six Months Ended Year Ended
 December 31, 2017 December 31,
2016
 December 31,
2015
 June 27,
2015
Net sales$4,946.2
 $5,280.6
 $2,632.2
 $4,227.1
Cost of sales2,966.7
 3,228.8
 1,553.3
 2,582.9
Gross profit1,979.5
 2,051.8
 1,078.9
 1,644.2
        
Operating expenses       
Distribution87.0
 88.3
 47.9
 67.7
Research and development167.7
 184.0
 88.2
 187.8
Selling598.4
 665.0
 325.9
 319.0
Administration461.1
 452.2
 306.8
 385.3
Impairment charges47.5
 2,631.0
 215.6
 6.8
Restructuring61.0
 31.0
 26.9
 5.1
Other operating income(41.4) 
 
 
Total operating expenses1,381.3
 4,051.5
 1,011.3
 971.7
        
Operating income (loss)598.2
 (1,999.7) 67.6
 672.5
        
Change in financial assets24.9
 2,608.2
 (57.3) (78.5)
Interest expense, net168.1
 216.6
 89.9
 146.0
Other expense (Income), net(10.1) 22.7
 25.2
 334.2
Loss on extinguishment of debt135.2
 1.1
 0.9
 10.5
Income (loss) before income taxes280.1
 (4,848.3) 8.9
 260.3
Income tax expense (benefit)160.5
 (835.5) (33.6) 124.2
Net income (loss)$119.6
 $(4,012.8) $42.5
 $136.1
        
Earnings (loss) per share       
Basic$0.84
 $(28.01) $0.29
 $0.97
Diluted$0.84
 $(28.01) $0.29
 $0.97
        
Weighted-average shares outstanding       
Basic142.3
 143.3
 145.6
 139.3
Diluted142.6
 143.3
 146.1
 139.8
        
Dividends declared per share$0.64
 $0.58
 $0.25
 $0.46




See accompanying Notes to Consolidated Financial Statements.
92

Perrigo Company plc - Item 8





PERRIGO COMPANY PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)

Year Ended
December 31, 2020December 31,
2019
December 31,
2018
Net income (loss)$(162.6)$146.1 $131.0 
Other comprehensive income (loss):
Foreign currency translation adjustments274.4 28.4 (156.1)
Change in fair value of derivative financial instruments(13.4)28.2 (5.7)
Change in post-retirement and pension liability(5.4)(1.8)(5.7)
Other comprehensive income (loss), net of tax255.6 54.8 (167.5)
Comprehensive income (loss)$93.0 $200.9 $(36.5)
 Year Ended Six Months Ended Year Ended
 December 31, 2017 December 31,
2016
 December 31,
2015
 June 27,
2015
        
Net income (loss)$119.6
 $(4,012.8) $42.5
 $136.1
Other comprehensive income:       
Foreign currency translation adjustments328.5
 (63.3) (135.5) (33.5)
Change in fair value of derivative financial instruments(1)
9.7
 (5.3) 2.1
 (0.2)
Change in fair value of investment securities(2)
(14.1) 8.7
 9.3
 (5.3)
Change in post-retirement and pension liability(3)
10.8
 (6.6) 5.3
 2.9
Other comprehensive income (loss), net of tax334.9
 (66.5) (118.8) (36.1)
Comprehensive income (loss)$454.5
 $(4,079.3) $(76.3) $100.0
(1)
Includes tax effect of $3.5 million, $2.1 million, $0.4 million and $5.7 million for the years ended December 31, 2017, December 31, 2016, the six months ended December 31, 2015, and the year ended June 27, 2015, respectively.
(2)
Includes tax effect of $0.5 million, $4.1 million, $3.6 million and $2.7 million for the years ended December 31, 2017, December 31, 2016, the six months ended December 31, 2015, and the year ended June 27, 2015, respectively.
(3)
Includes tax effect of $0.0 million, $2.5 million, $2.8 million and $0.6 million for the years ended December 31, 2017, December 31, 2016, the six months ended December 31, 2015, and the year ended June 27, 2015, respectively.


See accompanying Notes to Consolidated Financial Statements.


93

Perrigo Company plc - Item 8





PERRIGO COMPANY PLC
CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
December 31,
2020
December 31,
2019
Assets
Cash and cash equivalents$641.5 $354.3 
Accounts receivable, net of allowance for credit losses of $7.6 and $6.7, respectively1,054.2 1,243.2 
Inventories1,200.2 967.3 
Prepaid expenses and other current assets237.6 165.8 
Total current assets3,133.5 2,730.6 
Property, plant and equipment, net996.0 902.8 
Operating lease assets186.0 129.9 
Goodwill and indefinite-lived intangible assets3,783.9 4,185.5 
Definite-lived intangible assets, net2,974.3 2,921.2 
Deferred income taxes44.2 5.4 
Other non-current assets370.5 426.0 
Total non-current assets8,354.9 8,570.8 
Total assets$11,488.4 $11,301.4 
Liabilities and Shareholders’ Equity
Accounts payable$543.8 $520.2 
Payroll and related taxes175.2 156.4 
Accrued customer programs365.9 394.4 
Other accrued liabilities250.3 229.2 
Accrued income taxes9.0 32.2 
Current indebtedness37.8 3.4 
Total current liabilities1,382.0 1,335.8 
Long-term debt, less current portion3,528.3 3,365.8 
Deferred income taxes279.3 280.6 
Other non-current liabilities643.7 515.1 
Total non-current liabilities4,451.3 4,161.5 
Total liabilities5,833.3 5,497.3 
Commitments and contingencies - Refer to Note 1700
Shareholders’ equity
Controlling interests:
Preferred shares, $0.0001 par value per share, 10 shares authorized
Ordinary shares, €0.001 par value per share, 10,000 shares authorized7,118.2 7,359.9 
Accumulated other comprehensive income395.0 139.4 
Retained earnings (accumulated deficit)(1,858.1)(1,695.5)
Total controlling interests5,655.1 5,803.8 
Noncontrolling interest0.3 
Total shareholders’ equity5,655.1 5,804.1 
Total liabilities and shareholders' equity$11,488.4 $11,301.4 
Supplemental Disclosures of Balance Sheet Information
Preferred shares, issued and outstanding
Ordinary shares, issued and outstanding133.1 136.1 
 December 31,
2017
 December 31,
2016
 December 31,
2015
Assets     
Cash and cash equivalents$678.7
 $622.3
 $417.8
Accounts receivable, net of allowance for doubtful accounts of $6.2, $6.3 and $4.5, respectively1,130.8
 1,176.0
 1,189.0
Inventories806.9
 795.0
 898.7
Prepaid expenses and other current assets203.2
 212.0
 286.1
Total current assets2,819.6
 2,805.3
 2,791.6
Property, plant and equipment, net833.1
 870.1
 886.2
Financial assets
 2,350.0
 5,310.0
Goodwill and other indefinite-lived intangible assets4,265.7
 4,163.9
 7,069.0
Other intangible assets, net3,290.5
 3,396.8
 2,973.1
Non-current deferred income taxes10.4
 72.1
 71.4
Other non-current assets409.5
 211.9
 248.3
Total non-current assets8,809.2
 11,064.8
 16,558.0
Total assets$11,628.8
 $13,870.1
 $19,349.6
Liabilities and Shareholders’ Equity     
Accounts payable$450.2
 $471.7
 $555.8
Payroll and related taxes148.8
 115.8
 125.3
Accrued customer programs419.7
 380.3
 396.0
Accrued liabilities230.8
 263.3
 351.9
Accrued income taxes116.1
 32.4
 62.7
Current indebtedness70.4
 572.8
 1,060.5
Total current liabilities1,436.0
 1,836.3
 2,552.2
Long-term debt, less current portion3,270.8
 5,224.5
 4,971.6
Non-current deferred income taxes321.9
 389.9
 1,372.7
Other non-current liabilities429.5
 461.8
 346.3
Total non-current liabilities4,022.2
 6,076.2
 6,690.6
Total liabilities5,458.2
 7,912.5
 9,242.8
Commitments and contingencies - Note 16
 
 
Shareholders’ equity     
Controlling interest:     
Preferred shares, $0.0001 par value per share, 10 shares authorized
 
 
Ordinary shares, €0.001 par value per share, 10,000 shares authorized7,892.9
 8,135.0
 8,142.6
Accumulated other comprehensive income (loss)253.1
 (81.8) (15.3)
Retained earnings (accumulated deficit)(1,975.5) (2,095.1) 1,980.1
Total controlling interest6,170.5
 5,958.1
 10,107.4
Noncontrolling interest0.1
 (0.5) (0.6)
Total shareholders’ equity6,170.6
 5,957.6
 10,106.8
Total liabilities and shareholders' equity$11,628.8
 $13,870.1
 $19,349.6
      
Supplemental Disclosures of Balance Sheet Information     
Preferred shares, issued and outstanding
 
 
Ordinary shares, issued and outstanding140.8
 143.4
 143.1


See accompanying Notes to Consolidated Financial Statements.


94

Perrigo Company plc - Item 8





PERRIGO COMPANY PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 Year Ended Six Months Ended Year Ended
 December 31,
2017
 December 31,
2016

December 31,
2015
 June 27,
2015
Cash Flows From (For) Operating Activities
  

 
Net income (loss)$119.6
 $(4,012.8)
$42.5
 $136.1
Adjustments to derive cash flows
  
  
Depreciation and amortization444.8
 457.0

182.4
 258.7
Loss on acquisition-related foreign currency derivatives
 
 
 326.4
Share-based compensation43.8
 23.0

22.8
 31.6
Impairment charges47.5
 2,631.0
 215.6
 6.8
Change in financial assets24.9
 2,608.2
 (57.3) (78.5)
Loss on extinguishment of debt135.2
 1.1

0.9
 10.5
Restructuring charges61.0
 31.0

26.9
 5.1
Deferred income taxes(48.9) (990.9)
(120.0) (16.3)
Amortization of debt premium(22.4) (24.7) (10.2) 0.2
Other non-cash adjustments, net(2.7) 33.5
 18.1
 10.2
Subtotal802.8
 756.4

321.7
 690.8
Increase (decrease) in cash due to:
  

 
Accounts receivable3.2
 (0.6)
52.5
 (51.1)
Inventories(16.0) 100.7

(29.6) (11.4)
Accounts payable(39.6) (75.7)
(194.1) 120.5
Payroll and related taxes(27.4) (41.1)
(38.2) (30.2)
Accrued customer programs34.6
 (13.9)
34.4
 71.3
Accrued liabilities(47.8) (79.5)
108.1
 42.8
Accrued income taxes(6.1) 20.9

(56.8) 21.9
Other, net(4.8) (12.3)
2.9
 0.6
Subtotal(103.9) (101.5)
(120.8) 164.4
Net cash from operating activities698.9
 654.9

200.9
 855.2
Cash Flows From (For) Investing Activities
  

 
Proceeds from royalty rights87.3
 353.7
 166.3
 344.6
Acquisitions of businesses, net of cash acquired(0.4) (427.4)
(791.6) (2,177.8)
Asset acquisitions
 (65.1) 
 (4.0)
Settlement of acquisition-related foreign currency derivatives
 
 (1.3) (329.9)
Proceeds from sale of securities
 4.5


 
Additions to property, plant and equipment(88.6) (106.2)
(77.8) (137.0)
Net proceeds from sale of business and other assets154.6
 69.1


 
Proceeds from sale of the Tysabri® financial asset
2,200.0
 
 
 
Other investing, net(14.8) (3.6) (3.7) 1.8
Net cash from (for) investing activities2,338.1
 (175.0)
(708.1) (2,302.3)
Cash Flows From (For) Financing Activities
  

 
Borrowings (repayments) of revolving credit agreements and other financing, net6.8
 (802.5)
718.0
 (54.0)
Issuances of long-term debt
 1,190.3


 2,504.3
Payments on long-term debt(2,611.0) (559.2)
(28.3) (1,823.5)
Premium on early debt retirement(116.1) (0.6)

 
Deferred financing fees(4.8) (2.8)
(0.3) (28.1)
Issuance of ordinary shares0.7
 8.3

4.9
 1,043.5
Equity issuance costs
 (10.3)

 (35.7)
Repurchase of ordinary shares(191.5) 
 (500.0) 
Cash dividends(91.1) (83.2)
(36.3) (64.8)
Other financing, net2.3
 (8.7) (8.4) (19.3)
Net cash from (for) financing activities(3,004.7) (268.7)
149.6
 1,522.4
Effect of exchange rate changes on cash and cash equivalents24.1
 (6.7)
(10.2) (89.2)
Net increase (decrease) in cash and cash equivalents56.4
 204.5

(367.8) (13.9)
Cash and cash equivalents, beginning of period622.3
 417.8

785.6
 799.5
Cash and cash equivalents, end of period$678.7
 $622.3

$417.8
 $785.6
        

 Year Ended
 December 31,
2020
December 31, 2019December 31,
2018
Cash Flows From (For) Operating Activities
Net income (loss)$(162.6)$146.1 $131.0 
Adjustments to derive cash flows:
Depreciation and amortization384.8 396.5 423.6 
Loss (Gain) on sale of business20.9 (71.7)
Share-based compensation58.5 52.2 37.7 
Impairment charges346.8 184.5 224.4 
Asset abandonments11.0 
Change in financial assets96.4 (22.1)(188.7)
Loss on extinguishment of debt20.0 0.2 0.5 
Restructuring charges3.5 26.3 21.0 
Deferred income taxes(54.5)(43.9)(17.9)
Amortization of debt premium(2.4)(4.4)(8.1)
Other non-cash adjustments, net(6.0)26.6 (11.1)
Subtotal705.4 701.3 612.4 
Increase (decrease) in cash due to:
Accounts receivable168.9 (140.7)21.0 
Inventories(170.6)(67.0)(98.6)
Accounts payable(2.7)17.0 28.8 
Payroll and related taxes10.8 (3.7)(34.5)
Accrued customer programs(43.3)(48.6)25.5 
Accrued liabilities(23.1)(23.2)(20.9)
Accrued income taxes(7.0)(74.5)68.1 
Other, net(2.2)27.2 (8.8)
Subtotal(69.2)(313.5)(19.4)
Net cash from (for) operating activities636.2 387.8 593.0 
Cash Flows From (For) Investing Activities
Proceeds from royalty rights4.1 2.9 13.7 
Acquisitions of businesses, net of cash acquired(168.5)(747.7)
Asset acquisitions(35.2)(149.1)(35.6)
Purchase of equity method investment(15.0)
Purchase of investment securities(7.5)
Proceeds from the Royalty Pharma contingent milestone250.0 
Additions to property, plant and equipment(170.4)(137.7)(102.6)
Net proceeds from sale of business187.8 182.5 5.2 
Other investing, net9.4 3.0 
Net cash from (for) investing activities(187.8)(596.1)(126.8)
Cash Flows From (For) Financing Activities
Borrowings (repayments) of revolving credit agreements and other financing, net(3.9)0.5 (4.4)
Issuances of long-term debt743.8 600.0 431.0 
Payments on long-term debt(590.0)(476.0)(482.5)
Premiums on early debt retirement(19.0)
Deferred financing fees(6.7)(1.0)(2.4)
Issuance of ordinary shares0.9 1.3 
Repurchase of ordinary shares(164.2)(400.0)
Cash dividends(123.9)(112.4)(104.9)
Other financing, net(17.2)(10.2)(10.0)
Net cash from (for) financing activities(181.1)1.8 (571.9)
Effect of exchange rate changes on cash and cash equivalents19.9 9.7 (21.9)
Net increase (decrease) in cash and cash equivalents287.2 (196.8)(127.6)
Cash and cash equivalents, beginning of period354.3 551.1 678.7 
Cash and cash equivalents, end of period$641.5 $354.3 $551.1 

95

Perrigo Company plc - Item 8





Year Ended Six Months Ended Year EndedYear Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
December 31,
2020
December 31,
2019
December 31,
2018
Supplemental Disclosures of Cash Flow Information       Supplemental Disclosures of Cash Flow Information
Cash paid/received during the year for:       Cash paid/received during the year for:
Interest paid$187.6
 $205.1
 $84.2
 $143.2
Interest paid$145.8 $136.8 $133.8 
Interest received$9.3
 $1.2
 $0.7
 $1.1
Interest received$12.1 $15.1 $5.0 
Income taxes paid$186.9
 $139.5
 $87.8
 $131.0
Income taxes paid$81.2 $136.2 $144.2 
Income taxes refunded$3.6
 $9.3
 $1.7
 $9.6
Income taxes refunded$38.3 $28.0 $5.1 
See accompanying Notes to Consolidated Financial Statements.
96

Perrigo Company plc - Item 8





PERRIGO COMPANY PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except per share amounts)
 Ordinary Shares
Issued
Accumulated
Other
Comprehensive
Income
Retained
Earnings
(Accumulated Deficit)
Total
 SharesAmount
Balance at December 31, 2017140.8 $7,892.9 $253.1 $(1,975.5)$6,170.5 
Adoption of new accounting standards— — (1.0)6.2 5.2 
Net income— — — 131.0 131.0 
Other comprehensive loss— — (167.5)— (167.5)
Issuance of ordinary shares under:
Stock options0.1 1.3 — — 1.3 
Restricted stock plan0.2 — — — 
Compensation for stock options— 8.1 — — 8.1 
Compensation for restricted stock— 29.6 — — 29.6 
Cash dividends, $0.76 per share— (104.9)— — (104.9)
Shares withheld for payment of employees'
withholding tax liability
(0.1)(5.3)— — (5.3)
Repurchases of ordinary shares(5.1)(400.0)— — (400.0)
Balance at December 31, 2018135.9 7,421.7 84.6 (1,838.3)5,668.0 
Adoption of new accounting standards— — (3.3)(3.3)
Net income— — — 146.1 146.1 
Other comprehensive income— — 54.8 — 54.8 
Issuance of ordinary shares under:
Stock options0.9 — — 0.9 
Restricted stock plan0.3 — — — 
Compensation for stock options— 4.7 — — 4.7 
Compensation for restricted stock— 50.6 — — 50.6 
Cash dividends, $0.82 per share— (112.4)— — (112.4)
Shares withheld for payment of employees'
withholding tax liability
(0.1)(5.6)— — (5.6)
Balance at December 31, 2019136.1 7,359.9 139.4 (1,695.5)5,803.8 
Net loss— — — (162.6)(162.6)
Other comprehensive income— — 255.6 — 255.6 
Issuance of ordinary shares under:
Restricted stock plan0.6 — — — 
Compensation for stock options— 2.0 — — 2.0 
Compensation for restricted stock— 56.5 — — 56.5 
Cash dividends, $0.90 per share— (123.9)— — (123.9)
Repurchases of ordinary shares(3.4)(164.2)— — (164.2)
Shares withheld for payment of employees'
withholding tax liability
(0.2)(10.7)— — (10.7)
Purchase of subsidiary's minority interest— (1.4)— — (1.4)
Balance at December 31, 2020133.1 $7,118.2 $395.0 $(1,858.1)$5,655.1 
 Ordinary Shares
Issued
 Accumulated
Other
Comprehensive
Income (Loss)
 Retained
Earnings
(Accumulated Deficit)
 Total
 Shares Amount  
Balance at June 28, 2014133.8
 $6,678.2
 $139.6
 $1,902.6
 $8,720.4
       

  
Net income
 
 
 136.1
 136.1
Other comprehensive loss
 
 (36.1) 
 (36.1)
Issuance of ordinary shares under:         
Equity offering6.8
 1,035.0
 
 
 1,035.0
Omega acquisition5.4
 904.9
 
 
 904.9
Stock options0.2
 8.5
 
 
 8.5
Restricted stock plan0.2
 
 
 
 
Compensation for stock options
 6.9
 
 
 6.9
Compensation for restricted stock
 24.7
 
 
 24.7
Cash dividends, $0.46 per share
 
 
 (64.8) (64.8)
Tax effect from stock transactions
 7.0
 
 
 7.0
Shares withheld for payment of employee's withholding tax liability(0.1) (7.6) 
 
 (7.6)
Equity issuance costs
 (35.7) 
 
 (35.7)
Balance at June 27, 2015146.3
 8,621.9
 103.5
 1,973.9
 10,699.3



 

     

Net income
 
 
 42.5
 42.5
Other comprehensive loss
 
 (118.8) 
 (118.8)
Issuance of ordinary shares under:         
Stock options0.1
 4.9
 
 
 4.9
Restricted stock plan0.1
 
 
 
 
Compensation for stock options
 2.5
 
 
 2.5
Compensation for restricted stock
 20.3
 
 
 20.3
Cash dividends, $0.25 per share
 
 
 (36.3) (36.3)
Tax effect from stock transactions
 3.3
 
 
 3.3
Shares withheld for payment of employee's withholding tax liability(0.1) (10.3) 
 
 (10.3)
Repurchases of ordinary shares(3.3)
(500.0)




(500.0)
Balance at December 31, 2015143.1
 8,142.6
 (15.3) 1,980.1
 10,107.4
          
Net loss
 
 
 (4,012.8) (4,012.8)
Other comprehensive loss
 
 (66.5) 
 (66.5)
Issuance of ordinary shares under:         
Stock options0.2
 8.3
 
 
 8.3
Restricted stock plan0.2
 
 
 
 
Compensation for stock options
 5.0
 
 
 5.0
Compensation for restricted stock
 18.0
 
 
 18.0
Cash dividends, $0.58 per share
 (20.8) 
 (62.4) (83.2)
Tax effect from stock transactions
 (1.5) 
 
 (1.5)
Shares withheld for payment of employee's
withholding tax liability
(0.1) (6.3) 
 
 (6.3)
Equity issuance costs
 (10.3) 
 
 (10.3)
Balance at December 31, 2016143.4
 8,135.0
 (81.8) (2,095.1) 5,958.1
          
Net income
 
 
 119.6
 119.6
Other comprehensive income
 
 334.9
 
 334.9
Stock options0.1
 0.7
 
 
 0.7
Restricted stock plan0.1
 
 
 
 
Compensation for stock options
 8.9
 
 
 8.9
Perrigo Company plc - Item 8



 Ordinary Shares
Issued
 Accumulated
Other
Comprehensive
Income (Loss)
 Retained
Earnings
(Accumulated Deficit)
 Total
 Shares Amount  
Compensation for restricted stock
 34.9
 
 
 34.9
Cash dividends, $0.64 per share
 (91.1) 
 
 (91.1)
Shares withheld for payment of employee's
withholding tax liability
(0.1) (4.0) 
 
 (4.0)
Repurchases of ordinary shares(2.7) (191.5) 
 
 (191.5)
Balance at December 31, 2017140.8
 $7,892.9
 $253.1
 $(1,975.5) $6,170.5


See accompanying Notes to Consolidated Financial Statements.
97

Perrigo Company plc - Item 8
Note 1









NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


General Information


The Company


Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries.


We are a leading global healthcare company, delivering value     Our vision is to our customers and consumersmake lives better by providingbringing Quality, Affordable HealthcareSelf-Care Products®. Founded in 1887 as a packager of home remedies, we have built a unique business model that is best described as the convergence of a fast-moving consumer goods company, a high-quality pharmaceutical manufacturing organization and a world-class supply chain network. We believe weconsumers trust everywhere they are one of the world's largest manufacturers of over-the-counter (“OTC”) healthcare products and suppliers of infant formulas for the store brand market.sold. We are a leading provider of branded OTC products throughout Europe,over-the-counter ("OTC") health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. We are also a leading producer of generic prescription pharmaceutical topical products such asincluding creams, lotions, gels and gels, as well as nasal sprays and injection ("extended topical") prescription drugs. We are headquartered in Ireland, and sell our products primarily in North America and Europe, as well as in other markets, including Australia, Israel and China.sprays.


Basis of Presentation


Our fiscal year previously consisted of a 52- or 53-week year ending on or around June 30 of each year with each quarter ending on the Saturday closest to each calendar quarter end. Beginning on January 1, 2016, we changed our fiscal year to beginbegins on January 1 and endends on December 31 of each year. As a result of our change in yearWe end this report on Form 10-K discloses the results of our operations for:

The twelve-month period from January 1, 2017 through December 31, 2017;
The twelve-month period from January 1, 2016 through December 31, 2016;
The six-month period from June 28, 2015 through December 31, 2015;
The twelve-month period from June 29, 2014 to June 27, 2015; and
The six-month period from June 29, 2014 through December 27, 2014.

We cut off our quarterly accounting periods on the Saturday closest to the end of the calendar quarter, with the fourth quarter ending on December 31 of each year.


Segment Reporting


Our reporting and operating segments are as follows:


Consumer HealthcareSelf-Care Americas("CHCA" ("CSCA"),comprises our consumer self-care business (OTC, infant formula, and oral self-care categories, our divested animal health category, and contract manufacturing) in the U.S., Mexico and Canada consumer healthcare business (OTC, contract, infant formula and animal health categories).
Canada.
Consumer HealthcareSelf-Care International ("CHCI"CSCI"),comprises our branded consumer healthcareself-care business primarily branded in Europe and Australia, our consumer focused businessesstore brand business in the U.K., Australia,United Kingdom and Israel. This segment also includesparts of Europe and Asia, and our U.K.divested liquid licensed products business.
business in the United Kingdom.
Prescription Pharmaceuticals("RX" ("RX"),comprises our prescription pharmaceuticals business in the U.S. Prescription Pharmaceuticals business.
, which are predominantly generics, and our pharmaceuticals and diagnostic businesses in Israel.


We also had two legacy operating segments, Specialty Sciences and Other, which contained our Tysabri® financial asset and Active Pharmaceuticals business ("API") businesses, respectively, which we divested (refer to Note 2 and Note 6). Following these divestitures, there were no substantial assets or operations left in either of these segments. Effective January 1, 2017, all expenses associated with our former Specialty Sciences segment
Perrigo Company plc - Item 8
Note 1




were moved to unallocated expenses.    Our segments reflect the way in which our management makes operating decisions, allocates resources and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Note 2 and Note 20.

Principles of Consolidation


The consolidated financial statements include our accounts and accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.


Unconsolidated Variable Interest Entities
    
We have research and development ("R&D") arrangements with certain biotechnology companies that we determined to be variable interest entities ("VIEs"). We did not consolidate the VIEs in our financial statements because we lack the power to direct the activities that most significantly impact their economic performance and thus are not considered the primary beneficiaries of these entities. These arrangements provide us with certain rights and obligations to purchase product candidates from the VIEs, dependent upon the outcome of the development activities.


98

Perrigo Company plc - Item 8
Note 1



Use of Estimates


The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions, which affect the reported earnings, financial position and various disclosures. Although the estimates are considered reasonable, actual results could differ from the estimates.


Non-U.S. Operations


We translate our non-U.S. dollar-denominated operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of Accumulated Other Comprehensive Incomeother comprehensive income (loss) ("AOCI"). Gains or losses from foreign currency transactions are included in Other (income) expense, net.


RevenuesRevenue


Product Revenue

We generally record revenues fromrecognize product sales when the goods are shippedrevenue for our contract performance obligations at a point in time, typically upon shipment or delivery of products to customers. For point in time customers for which control transfers on delivery to the customer. For customers with Freecustomer due to free on Boardboard destination terms a provision(“FOB”), an adjustment is recorded to exclude shipments estimated to be in-transit to these customersdefer revenue recognition over an estimate of days until control transfers at the endpoint of delivery. Where we recognize revenue at a point in time, the transfer of title is the primary indicator that control has transferred. In other limited instances, primarily relating to those contracts that relate to contract manufacturing performed for our customers and certain store branded products, control transfers as the product is manufactured. Control is deemed to transfer over time for these contracts as the product does not have an alternative use and we have a contractual right to payment for performance completed to date. Revenue for contract manufacturing contracts is recognized over the transfer period using an input method that measures progress towards completion of the reporting period. Aperformance obligation as costs are incurred. For store branded product revenue recognized over time, an output method is used to recognize revenue when production of a unit is completed because product customization occurs when the product is packaged as a finished good under the store brand label of the customer.

    Net product sales allowance is recorded and accounts receivable are reduced as revenues are recognizedinclude estimates of variable consideration for estimated losses on credit sales due to customer claims for discounts, price discrepancies, returned goods and other items. Revenue is also reduced for any contractual customer program arrangements and related liabilities are recorded concurrently.

We maintain customer-relatedwhich accruals and allowances that consistare established. Variable consideration for product sales consists primarily of chargebacks, rebates, sales returns, shelf stock allowances,and administrative fees and other incentive programs. Some of these adjustments relate specifically toprograms recorded on the RX segment while others relate only toConsolidated Balance Sheets as Accrued customer programs, and sales returns and shelf stock allowances recorded on the CHCA and CHCI segments. Certain of these accruals and allowances are recorded in the balance sheet as current liabilities and others are recordedConsolidated Balance Sheets as a reduction in accountsto Accounts receivable. Changes inWhere appropriate, these estimates take into consideration a range of possible outcomes in which relevant factors, such as historical experience, current contractual and assumptions relatedstatutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns, are either probability weighted to derive an estimate of expected value or the estimate reflects the single most likely outcome. Overall, these reserves reflect the best estimates of the amount of consideration to which we are entitled based on the terms of the contract. Actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from the estimates, these estimates are adjusted, which would affect revenue and earnings in the period such variances become known. Accrued customer programs may result in additional accruals or allowances. Customer-related accruals and allowances were $512.3 million,
$484.3$458.7 million and $489.4$483.7 million at December 31, 2017, December 31, 2016,2020 and December 31, 2015,2019, respectively.


RevenuesOther Revenue Policies

    We receive payments from serviceour customers based on billing schedules established in each contract. Amounts are recorded as accounts receivable when our right to consideration is unconditional. In most cases, the timing of the unconditional right to payment aligns with shipment or delivery of the product and royalty arrangements, including revenues from collaborative agreements, consist primarilythe recognition of royalty payments, paymentsrevenue; however, for R&D services, up-front fees and milestone payments. If an arrangement requires the delivery or performance of multiple deliverables or service elements, we determine whether the individual elements represent separate units of accounting. If the separate elements represent separate units of accounting, we recognize the revenue associated with each element separately andthose customers where revenue is allocated among elements based on their relative selling prices. Ifrecognized at a time prior to shipment or delivery due to over time revenue recognition, a contract asset is recorded and is reclassified to accounts receivable when it becomes unconditional under the elements within a multiple deliverable arrangementcontract upon shipment or delivery to the customer.

    Our performance obligations are generally expected to be fulfilled in less than one year. Therefore, we do not provide quantitative information about remaining performance obligations.

99

Perrigo Company plc - Item 8
Note 1







    We do not considered separate unitsassess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of accounting, the delivery of an individual element is considered not to have occurred if there are undelivered elements that are considered essentialpromised products to the arrangement.customer will be one year or less, which is the case with substantially all customers.


To the extent such arrangements contain refund clauses triggered by non-performance or other adverse circumstances, revenue is not recognized until all contractual obligations    Taxes collected from customers relating to product sales and remitted to governmental authorities are satisfied. Non-refundable up-front fees are deferred and amortized to revenue over the related performance period. We estimate the performance period based on the specific terms of each collaborative agreement. Revenue associated with R&D services is recognized on a proportional performance basis over the period that we perform the related activities under the terms of the agreement. Revenue resultingexcluded from the achievement of contingent milestone events stipulated in the agreements is recognized when the milestone is achieved. Milestones are based upon the occurrence of a substantive element specified in the contract.revenue.  


Shipping and handling costs billed to customers are included in netNet sales. Conversely, shipping and handling expenses we incur are included in costCost of sales.


Cash and Cash Equivalents


Cash and cash equivalents consist primarily of demand deposits and other short-term investments with maturities of three months or less at the date of purchase. The carrying amount of cash and cash equivalents approximates its fair value.

Accounts Receivable

We maintain an allowance for doubtful accounts that reduces our receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall and industry-specific economic conditions, statutory requirements, historical and anticipated customer performance, historical experience with write-offs and the level of past-due amounts. Changes in these conditions may result in additional allowances. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

               In addition, included in our accounts receivable balance is $84.4 million and $83.4 million related to our Tysabri® financial asset at December 31, 2016 and December 31, 2015, respectively, for amounts earned that have not yet been received.


Inventories


Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in first-out method. Costs include material and conversion costs. Inventory related to R&D is expensed at the point when it is determined the materials have no alternative future use.


We maintain reserves for estimated obsolete or unmarketable inventory based on the difference between the cost of the inventory and its estimated net realizable value. In estimating the reserves, management considers factors such as excess or slow-moving inventories, product expiration dating, products on quality hold, current and future customer demand and market conditions. Changes in these conditions may result in additional reserves (refer to Note 56).
Investments


Available for SaleFair Value Method Investments


We determine the appropriate classification of securities as held-to-maturity, available-for-sale, or trading. The classification depends on the purpose for    Equity investments in which the financial assets were acquired. Marketable equity securitieswe own less than a 20% interest and cannot exert significant influence are classified as available-for-sale. These securities are carriedrecorded at fair value with unrealized gains and losses included in AOCI. The assessmentnet income. For equity investments without readily determinable fair values, we may use the Net Asset Value ("NAV") per share as a practical expedient to measure the fair value, if eligible. If the NAV practical expedient cannot be applied, we may elect to use a measurement alternative until the investment’s fair value becomes readily determinable. Under the alternative method, the equity investments are accounted for impairment of marketable securities classified as available-for-sale is based on established financial methodologies, including quoted market prices for publicly traded securities. If we determine that a loss in the value of an investment is other than temporary, the investment is written down to its estimated fair value. Any such losses are recorded in Other expense, net (refer to Note 7).

Perrigo Company plc - Item 8
Note 1




Cost Method Investments

Non-marketable equity securities are carried at cost, less any write downimpairment, plus or minus changes resulting from observable price changes in an orderly transaction for impairments, and are adjusted for impairment based on methodologies, an assessmentidentical or similar investment of the impact of general private equity market conditions, and discounted projected future cash flows. Non-marketable equity securities are recorded in Other non-current assets (refer to Note 7).same issuer.


Equity Method Investments

The equity method of accounting is used for unconsolidated entities over which we have significant
influence; generally, this represents ownership interests of at least 20% and not more than 50%. Under the equity method of accounting, we record the investments at carrying value and adjust for a proportionate share of the profits and losses of these entities each period. We evaluate our equity method investments for recoverability. If we determine that a loss in the value of an investment is other than temporary, the investment is written down to its estimated fair value. Any such losses are recorded in Other expense, net. Evaluations of recoverability are based primarily on projected cash flows. Due

    For more information on our investments, refer to uncertainties in the estimation process, actual results could differ from such estimates. Equity method investments are recorded in Other non-current assets (refer to Note 78).


Derivative Instruments
    
    We recognize the entire change in the fair value of the effective portion of derivatives designated as:

Cash flow hedges in Other Comprehensive Income ("OCI"). The amounts recorded in OCI will subsequently be reclassified to earnings in the same line item on the Consolidated Statements of Operations as impacted by the hedged item when the hedged item affects earnings;

100

Perrigo Company plc - Item 8
Note 1



Fair value hedges in the same line item on the Consolidated Statements of Operations that is used to present the earnings effect of the hedged item; and

Net investment hedges in OCI classified as a currency translation adjustment. When the net investment in foreign operations is sold or substantially liquidates, the amounts recorded in AOCI are reclassified to earnings.

    We exclude option premiums, forward points, and cross-currency basis spread from our assessment of hedge effectiveness, as allowable excluded components from certain of our cash flow and net investment hedges. We have elected to recognize the initial value of the excluded component on a straight-line basis over the life of the derivative instrument, within the same line item on the Consolidated Statements of Operations that is used to present the earnings effect of the hedged item.

We record derivative instruments on the balance sheet on a gross basis as either an asset or liability measured at fair value (refer to Note 87). Additionally, changes in a derivative's fair value, which are measured at the end of each period, are recognized in earnings unless specifica derivative can be designated in a qualifying hedging relationship. All realized and unrealized gains and losses are included within operating activities in the Consolidated Statements of Cash Flows.

    Designated derivatives meet hedge accounting criteria, are met. If hedge accounting criteria are met for cash flow hedges,which means the changes in a derivative’s fair value areof the hedge is recorded in shareholders’ equity as a component of other comprehensive income ("OCI"),OCI, net of tax. TheseThe deferred gains and losses are recognized in income in the period in which the hedged item and hedging instrument affectaffects earnings. Any ineffective portionAll of our designated derivatives are assessed for hedge effectiveness quarterly.

    We also have economic non-designated derivatives that do not meet hedge accounting criteria. These derivative instruments are adjusted to current market value at the change in fair value is immediately recognized inend of each period through earnings. Gains or losses on these instruments are offset substantially by the remeasurement adjustment on the hedged item.


We are exposed to credit loss in the event of nonperformance by the counterparties on derivative contracts. It is our policy to manage our credit risk on these transactions by dealing only with financial institutions having a long-term credit rating of "A""Aa3" or better and by distributing the contracts among several financial institutions to diversify credit concentration risk. Should a counterparty default, our maximum exposure to loss is the asset balance of the instrument. The maximum term of our forward currency exchange contracts is 1860 months.

    We enter into certain derivative financial instruments, when available on a cost-effective basis, to mitigate our risk associated with changes in interest rates and foreign currency exchange rates as follows:

    Interest rate risk management - We are exposed to the impact of interest rate changes through our cash investments and borrowings. We utilize a variety of strategies to manage the impact of changes in interest rates including using a mix of debt maturities along with both fixed-rate and variable-rate debt. In addition, we may enter into treasury-lock agreements and interest rate swap agreements on certain investing and borrowing transactions to manage our exposure to interest rate changes and our overall cost of borrowing.

    Foreign currency exchange risk management - We conduct business in several major currencies other than the U.S. dollar and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce cash flow volatility associated with foreign exchange rate changes on a consolidated basis to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments, anticipated foreign currency sales and expenses, and net investments in foreign operations.

All derivative instruments are managed on a consolidated basis to efficiently net exposures and thus take advantage of any natural offsets. Gains and losses related to the derivative instruments are expected to be offset largely by gains and losses on the original underlying asset or liability. We do not use derivative financial instruments for speculative purposes.

    The impact of gains and losses on foreign exchange contracts not designated as hedging instruments related to changes in the fair value of assets and liabilities denominated in foreign currencies are generally offset by net foreign exchange gains and losses, which are also included on the Consolidated Statements of Operations in Other (income) expense, net for all periods presented. When we enter into foreign exchange contracts not
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designated as hedging instruments to mitigate the impact of exchange rate volatility in the translation of foreign earnings, gains and losses will generally be offset by fluctuations in the U.S. dollar-translated amounts of each Income Statement account in current and/or future periods.

    For more information on our derivatives, refer to Note 9.

Property, Plant and Equipment, net


Property, plant and equipment, net areis recorded at cost and areis depreciated using the straight-line method. Useful lives for financial reporting range from 3 to 20 years for machinery and equipment and 10 to 45 years for buildings. We capitalize certain computer software and development costs, included in machinery and equipment, when incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are amortized over the estimated useful lives of the software, which range from 3 to 10 years. Maintenance and repair costs are charged to earnings, while expenditures that increase asset lives are capitalized. Depreciation expense includes amortization of assets recorded under capitalfinance leases and totaled $95.2$90.1 million, $100.2$91.0 million, $53.8 million, and$84.390.0 million for the years ended December 31, 2017and2020, December 31, 2016, the six months ended2019, and December 31, 2015, and the year ended June 27, 2015,2018, respectively.


We held the following property, plant and equipment, net (in millions):
December 31,
2020
December 31,
2019
Land$55.6 $50.4 
Buildings607.4 578.7 
Machinery and equipment1,342.4 1,195.8 
Gross property, plant and equipment2,005.4 1,824.9 
Less: accumulated depreciation(1,009.4)(922.1)
Property, plant and equipment, net$996.0 $902.8 
 December 31,
2017
 December 31,
2016
 December 31,
2015
Land$45.5
 $45.0
 $47.5
Buildings514.3
 520.2
 508.2
Machinery and equipment1,078.6
 1,094.7
 1,103.3
Gross property, plant and equipment1,638.4
 1,659.9
 1,659.0
Less accumulated depreciation(805.3) (789.8) (772.8)
Property, plant and equipment, net$833.1
 $870.1
 $886.2

Leases

    We adopted ASU 2016-02, Leases, as of January 1, 2019, using the modified retrospective transition approach, with a cumulative-effect adjustment to the opening balance of retained earnings as of the effective date. The financial results reported in periods prior to 2019 are unchanged. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed us to carry forward the historical lease classification.

    Adoption of the new standard resulted in additional operating lease liabilities and lease assets, including the transition of existing capital lease liabilities and lease assets to finance classification, of approximately $166.5 million and $164.0 million, respectively, as of January 1, 2019. Upon adoption, there were two primary reasons for the differences between the lease assets and liabilities recognized: (1) the transition requirement to reduce the operating lease asset carrying value by the deferred lease liabilities that existed prior to the adoption date; and (2) the transition of capital leases to finance leases which occurred at their existing carrying values. Additionally, historical build-to-suit assets and liabilities were removed on transition and recorded as an adjustment to retained earnings, net of deferred tax impact. The standard did not materially impact our consolidated net income or cash flow classification.

    We lease certain office buildings, warehouse facilities, vehicles, and plant, office, and computer equipment. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
We evaluate arrangements at inception to determine if lease components are included. An arrangement includes a lease component if it identifies an asset and we have control over the asset. For new leases beginning January 1, 2019 or later, we have elected not to separate lease components from the non-lease components included in an arrangement when measuring the leased asset and leased liability for all asset classes.

    Lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for leases on a straight-line basis over the lease term.
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We apply the portfolio approach to certain groups of computer equipment and vehicle leases when the term, classification, and asset type are identical. The discount rate selected is the incremental borrowing rate we would obtain for a secured financing of the lease asset over a similar term.
Financial Assets

Prior    Many of our leases include one or more options to its divestiture on March 27, 2017, we accounted forextend the Tysabri® royalty streamlease term. Certain leases also include options to terminate early or purchase the leased property, all of which are executed at our sole discretion. Optional periods may be included in the lease term and measured as a financialpart of the lease asset and have electedlease liability if we are reasonably certain to exercise our right to use the fair value option model (referleased asset during the optional periods. We generally consider renewal options to Note 6). Webe reasonably certain of execution and included in the lease term when significant leasehold improvements have been made the election to account for the Tysabri® financial asset using the fair value option as we believe this method is most appropriate for an asset that does not have a par value, a stated interest stream, or a termination date. The fair value of the Tysabri® financial asset is determined by using a discounted cash flow analysis relatedus to the leased assets. The depreciable lives of assets and leasehold improvements are limited by the expected future cash flowslease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

    Certain of our lease agreements include contingent rental payments based on per unit usage over contractual levels (e.g., miles driven or machine hours used) and others include rental payments adjusted periodically for market reviews or inflationary indexes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

    For more information on our leases, refer to be received. This asset is classified as Level 3 assets within the fair value hierarchy, as our valuation estimates utilize significant unobservable inputs, including estimates as to the probability and timing of future sales of the related products. Critical estimates in determining the fair value are the underlying revenue assumptions of Tysabri® sales and the discount rates. The revenue assumptions are impacted by product demand and market growth assumptions, inventory target levels, product approval, currency movements and pricing assumptions. Factors that could cause a change in estimates of future cash flows include a change in estimated market size, entry of a competitive product that would erode market share, manufacturing and approval of a biosimilar equivalent product, a change in pricing strategy or reimbursement coverage, a delay in obtaining regulatory approval, a change in dosage of the product, or a change in the number of treatments.Note 10.


Goodwill and Intangible Assets


Goodwill


Goodwill represents amounts paid for an acquisition in excess of the fair value of net assets received.acquired. Goodwill is tested for impairment annually on the first day of our fourth quarter, or more frequently if changes in circumstances or the occurrence of events suggest an impairment exists.


The test for impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. The estimates associated with the goodwill impairment tests are considered critical due to the judgments required in determining fair value amounts, including projected discounted future cash flows. Changes in these estimates may result in the recognition of an impairment loss. Our annual impairment tests were performed as of October 1, 2017, October 2, 2016, September 27, 2015, and March 29, 2015,We have 5 reporting units that are evaluated for the years ended December 31, 2017 and December 31, 2016, the six months ended December 31, 2015, and the year endedJune 27, 2015, respectively.impairment.


Intangible Assets


We have intangible assets that we have acquired through various business acquisitions and include trademarks, trade names and brands, in-process research and development ("IPR&D"), developed product technology/formulation and product rights, distribution and license agreements, customer relationships and distribution networks, and non-compete agreements. The assets are typically valued initially valued using one of the following valuation methods:

Reliefrelief from royalty method: This method assumes that if or the acquired company did not own the intangible asset or intellectual property, it would be willing to pay a royalty for its use. The benefit of ownership of the intellectual property is valued as the relief from the royalty expense that would otherwise be incurred. We typically use this method for valuing readily transferable intangible assets that have licensing appeal, such as trade names and trademarks and certain technology assets.

Multi-periodmulti-period excess earnings method: This method starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. We typically use this method for valuing intangible assets such as developed product technology, customer relationships, product formulations and IPR&D.
("MPEEM").


Lost income method: This method estimates the fair value of an asset by comparing the value of the business, inclusive of the asset, to the hypothetical value of the same business excluding the asset.

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Indefinite-lived intangible assets include IPR&D and certain trademarks, trade names, and brands. IPR&D assets are recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. If the associated research and development is completed, the IPR&D asset becomes a definite-lived intangible asset and is amortized over the asset's assigned useful life. If it is abandoned, an impairment loss is recorded.

We test indefinite-lived trademarks, trade names, and brands for impairment quarterly,annually, or more frequently if changes in circumstances or the occurrence of events suggest impairment exists, by comparing the carrying value of the assets to their estimated fair values. An impairment loss is recognized if the carrying amount of the asset is not recoverable and its carrying amount exceeds its fair value.


Definite-lived intangible assets consist of a portfolio of developed product technology/formulation and product rights, distribution and license agreements, customer relationships, non-compete agreements, and certain trademarks, trade names, and brands. The assets are amortized on either a straight-line basis or proportionately to the benefits derived from those relationships or agreements. Useful lives vary by asset type and are determined based on the period over which the intangible asset is expected to contribute directly or indirectly to our future cash flows. We also review all other long-lived assets that have finite lives and that are not held for sale for impairment when indicators of impairment are evident by comparing the carrying value of the assets to their estimated future undiscounted cash flows.


    IPR&D assets are recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated R&D efforts. If the associated R&D is completed, the IPR&D asset
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becomes a definite-lived intangible asset and is amortized over the asset's assigned useful life. If it is abandoned, an impairment loss is recorded.

    Goodwill, indefinite-lived intangible asset, and definite-lived intangible asset impairments are recorded in Impairment charges on the Consolidated Statement of Operations. See Note 34 for further information on our goodwill and intangible assets.

Assets Held for Sale

We classify assets as "held for sale" when management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value and the fair market value, less costs to sell (refer to Note 9).
Deferred Financing Fees

We record deferred financing fees as a reduction of long-term debt.


Share-Based Awards


We measure and record compensation expense for all share-based awards based on estimated grant date fair values, and net of any estimated forfeituresvalues. For awards with only service conditions that are based on graded vesting schedules, we recognize the compensation expense on a straight-line basis over the vestingentire award. Forfeitures on share-based awards are recognized in compensation expense in the period of the awards. Forfeiture rates are estimated at the grant date based on historical experience and adjusted in subsequent periods for any differences in actual forfeitures from those estimates.which they occur.


We estimate the fair value of stock option awards granted based on the Black-Scholes option pricing model, which requires the use of subjective and complex assumptions. These assumptions include estimating the expected term that awards granted are expected to be outstanding, the expected volatility of our stock price for a period commensurate with the expected term of the related options, and the risk-free rate with a maturity closest to the expected term of the related awards. Restricted stock and restricted stock units are valued based on our stock price on the day the awards are granted. The estimated fair value of outstanding Relative Total Shareholder Return performance units (“RTSR”) is based on the grant date fair value of RTSR awards using a Monte Carlo simulation, which includes estimating the movement of stock prices and the effects of volatility, interest rates, and dividends (refer to Note 1213).


Income Taxes


We record deferred income tax assets and liabilities on the balance sheet as noncurrent based upon the difference between the financial reporting and the tax reporting basis of assets and liabilities using the enacted tax rates. To the extent that available evidence raises doubt about the realization of a deferred income tax asset, a valuation allowance is established.


We have provided for income taxes for certainundistributed earnings of certain foreign subsidiaries which have not been
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deemed to be permanently reinvested. For those foreign subsidiaries we have deemed to be permanently reinvested, we have provided no further tax provision.


We record reserves for uncertain tax positions to the extent it is more likely than not that the tax return position will be sustained on audit, based on the technical merits of the position. Periodic changes in reserves for uncertain tax positions are reflected in the provision for income taxes. We include interest and penalties attributable to uncertain tax positions and income taxes as a component of our income tax provision (refer to Note 1415).


Legal Contingencies


We are involved in product liability, patent, commercial, regulatory and other legal proceedings that arise in the normal course of business. We record a liability when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range and no amount within that range is a better estimate, the minimum amount in the range is accrued. If a loss is not probable or a probable loss cannot be reasonably estimated, no liability is recorded. We have established reserves for certain of our legal matters (refer to Note 1617). We alsodo not incorporate insurance recoveries into our reserves for legal contingencies. We separately record anyreceivables for amounts due under insurance policies when we consider the realization of recoveries that arefor claims to be probable, of occurring.which may be different than the timing in which we establish the loss reserves.


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Research and Development


All R&D costs, including payments related to products under development and research consulting agreements, are expensed as incurred. We incur costs throughout the development cycle, including costs for research, clinical trials, manufacturing validation, and other pre-commercialization approval costs that are included in R&D. We may continue to make non-refundable payments to third parties for new technologies and for R&D work that has been completed. These payments may be expensed at the time of payment depending on the nature of the payment made. R&D expense was $167.7$177.7 million, $184.0 million, $88.2$187.4 million, and $187.8$218.6 million, for the years ended December 31, 2017,2020, December 31, 2019 and December 31, 2016,2018, respectively. During the six months endedDecember 31, 2015 and the year ended June 27, 2015, respectively.

The year ended December 31, 2017 included R&D expense related2018, we paid an up-front license fee of $50.0 million allowing us to new product developmentdevelop and clinical trial expenses in our CHCA, CHCI and RX segments. The year ended December 31, 2016 included R&D expense relatedcommercialize an OTC version of Nasonex-branded products (refer to clinical trials primarily in our CHCA and RX segments. The six months ended December 31, 2015 included incremental R&D expense attributable to the Omega Pharma Invest N.V. ("Omega"Note 3) acquisition. The year ended June 27, 2015 included incremental R&D expense related to a collaboration agreement entered into as a result the Omega acquisition..


We actively collaborate with other pharmaceutical companies to develop, manufacture and market certain products or groups of products. We may choose to enter into these types of agreements to, among other things, leverage our or others’ scientific research and development expertise or utilize our extensive marketing and distribution resources. Our policy on accounting for costs of strategic collaborations determines the timing of the recognition of certain development costs. In addition, this policy determines whether the cost is classified as a development expense or capitalized as an asset. Management is required to form judgments with respect to the commercial status of such products in determining whether development costs meet the criteria for immediate expense or capitalization. For example, when we acquire certain products for which there is already an Abbreviated New Drug Application ("ANDA") or New Drug Application ("NDA") approval directly related to the product, and there is net realizable value based on projected sales for these products, we capitalize the amount paid as an intangible asset. If we acquire product rights that are in the development phase and as to which we have no assurance that the third party will successfully complete its development milestones, we expense the amount paid (refer to Note 1718 for more information on our current collaboration agreements)).

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Advertising Costs
    
We expense advertising costs as incurred.    Advertising costs relate primarily to print advertising, direct mail, on-line advertising, and social media communications.communications, and television advertising and are expensed as incurred. For the year ended December 31, 20172020, 94%85% of advertising expense was attributable to our CHCICSCI segment. Advertising costs were as follows (in millions):
Year Ended
December 31,
2020
December 31, 2019December 31,
2018
$130.5 $142.8 $159.2 
Year EndedSix Months Ended Year Ended
December 31,
2017
 December 31, 2016 December 31,
2015
 June 27,
2015
$145.3
 $155.9
 $77.5
 $55.7


Earnings per Share ("EPS")


Basic EPS is calculated using the weighted-average number of ordinary shares outstanding during each period. It excludes both the dilutive effects of additional common shares that would have been outstanding if the shares issued under stock incentive plans had been exercised and the dilutive effect of restricted shares and restricted share units, to the extent those shares and units have not vested. Diluted EPS is calculated including the effects of shares and potential shares issued under stock incentive plans, following the treasury stock method.


Defined Benefit Plans


We operate a number of defined benefit plans for employees globally.


Two significant assumptions, the discount rate and the expected rate of return on plan assets, are important elements of expense and liability measurement. We evaluate these assumptions annually. Other assumptions involve employee demographic factors, such as retirement patterns, mortality, turnover, and the rate of compensation increase.


The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated periodically by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of either high quality corporate bonds or long term government bonds depending on the depth and liquidity of
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the high quality corporate bond market in the different geographies where we have pension liabilities. The bonds are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability.     


Actuarial gains and losses are recognized on the Consolidated Statement of Operations using the corridor method. Under the corridor method, to the extent that any cumulative unrecognized net actuarial gain or loss exceeds 10% of the greater of the present value of the defined benefit obligation and the fair value of the plan assets, that portion is recognized over the expected average remaining working lives of the plan participants. Otherwise, the net actuarial gain or loss is recorded in OCI. We recognize the funded status of benefit plans on the Consolidated Balance Sheets. In addition, we recognize the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost of the period as a component of OCI (refer to Note 1516).


Recent Accounting Standard Pronouncements


Below are recent accounting standard updatesAccounting Standard Updates ("ASU") that we have adopted or are still assessing to determine the effect on our Consolidated Financial Statements. We do not believe that any other recently issued accounting standards could have a material effect on our Consolidated Financial Statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.



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Recently Issued Accounting Standards Not Yet Adopted
StandardDescriptionEffective Date of adoptionEffect on the Financial Statements or Other Significant Matters
ClarifyingASU 2019-12: Income Taxes (Topic 740): Simplifying the Definition of a BusinessAccounting for Income TaxesThis update clarifies the definition of a business and addresses whether transactions should be accounted for as asset acquisitions or business combinations (or divestitures). The guidance includes an initial threshold that an acquired set of assets will not be considered a business if substantially all of the fair value of the assets acquired is concentrated in a single tangible or identifiable intangible asset (or group of similar assets). If the acquired set does not pass the initial threshold, then the guidance requires that, to be a business, the set must include an input and a substantive process that together significantly contribute to the ability to create outputs. Different factors are considered to determine whether the set includes a substantive process, such as the inclusion of an organized workforce. Further, the guidance removes language stating that a business need not include all of the inputs and processes that the seller used in operating the business.January 1, 2017
We early adopted this new standard and will apply it prospectively when determining whether transactions should be accounted for as asset acquisitions (divestitures) or business combinations (divestitures). During the year ended December 31, 2017, we applied the new guidance when determining whether certain product divestitures represented sales of assets or businesses.

Improvements to Employee Share-Based Payment Accounting
This guidance is intended to simplify severalenhances and simplifies various aspects of the accounting for share-based payment award transactions. It will require all income tax effects of awards to be recorded through the income statement when the awards vest or settle as opposed to certain amounts being recordedaccounting guidance in additional paid-in capital. An entity will also have to elect whether to account for forfeitures as they occur or by estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change (as currently required). The guidance will also increase the amount an employer can withhold to cover income taxes on awards.ASC 740.January 1, 20172021We adopted this standard asAs of January 1, 2017. We elected2021 we adopted ASU 2019-12, which could have a material impact on the Consolidated Financial Statements due to estimate the numbersale of awards expected to be forfeitedthe RX business and adjustwe are currently assessing the estimate when it is likely to change, consistent with past practice. We did not change the amounts that we withhold to cover income taxes on awards. As the requirement to record all income tax effects of vested or settled awards through the income statement is prospective in nature, there was no cumulative effect of adopting the standard on our balance sheet.impact.
Recently Adopted Accounting Standard Update

On January 1, 2020, we adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326"), which replaces the incurred loss methodology with an expected loss methodology that is referred to as the Current Expected Credit Loss ("CECL") methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost.

    We adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost, which includes trade receivables and contract assets. The cumulative effect of adopting ASC 326 was not material.

Allowance for Credit Losses
    Expected credit losses on trade receivables and contract assets are measured collectively by geographic location. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and for reasonable and supportable forecasts. Historical credit loss experience provides the primary basis for estimation of expected credit losses. Adjustments to historical loss information may be made for significant changes in a geographic location’s economic conditions. Receivables that do not share risk characteristics are evaluated on an individual basis. These receivables are not included in the collective evaluation.

    The allowance for credit losses is a valuation account that is deducted from the instruments’ cost basis to present the net amount expected to be collected. Trade receivables and contract assets are charged off against the allowance when the balance is no longer deemed collectible.

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    The following table presents the allowance for credit losses activity (in millions):
Recently Issued Accounting Standards Not Yet Adopted
StandardDescriptionEffective DateEffect on the Financial Statements or Other Significant Matters
Revenue from Contracts with CustomersThe core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. This guidance allows for two adoption methods, full retrospective approach or modified retrospective approach.January 1, 2018We have substantially completed our evaluation of the impact of adoption of the new revenue standard  on our Consolidated Financial Statements. We will adopt the new revenue standard effective January 1, 2018 using the modified retrospective method. Upon adoption, we anticipate recognizing an adjustment of $5.4 million to the opening balance of retained earnings. The impact of adoption relates primarily to the new guidance on when revenue should be recognized, focusing on indicators of the customer gaining control. Under this new model, in certain cases revenue may be recognized over-time as opposed to a point in time. In our business, revenue may be recognized over-time for certain of our contract manufacturing and private label arrangements in which we produce products that do not have an alternative use, and if the contracts with customers were canceled, we would have an enforceable right to payment for performance completed to date, inclusive of a reasonable profit margin. As a result, we expect to recognize revenue earlier in the performance period for these arrangements as product is customized, as opposed to when units are shipped or delivered. Our assessment of the new revenue standard has also included, but has not been limited to, estimation of variable consideration and identification of performance obligations and we have determined that the related accounting is not materially different compared to our current practice.
Intra-Entity Asset Transfers of Assets Other Than InventoryUnder the new guidance, the tax impact to the seller on the profit from the transfers and the buyer’s deferred tax benefit on the increased tax basis would be recognized when the transfers occur, resulting in the recognition of expense sooner than under historical guidance. The guidance excludes intra-entity transfers of inventory. For intra-entity transfers of inventory, the Financial Accounting Standards Board ("FASB") decided to retain current GAAP, which requires an entity to recognize the income tax consequences when the inventory has been sold to an outside party.January 1, 2018
We have identified certain intra-entity asset transfers that will require an adjustment; based on our current analysis, no material adjustments have been identified at this time.

Financial Instruments - Recognition and Measurement of Financial Assets and LiabilitiesThe objective of this simplification update is to improve the decision usefulness of financial instrument reporting, and it principally affects accounting for equity investments currently classified as available for sale and financial liabilities where the fair value option has been elected. Entities will have to measure many equity investments at fair value and recognize changes in fair value in net income rather than other comprehensive income as required under current U.S. GAAP.January 1, 2018We have identified certain investments that will require an adjustment; based on our current analysis, no material adjustments have been identified at this time.
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Year Ended
December 31,
2020
Beginning balance$6.7 
Recently Issued Accounting Standards Not Yet Adopted (continued)Provision for credit losses, net2.9 
StandardReceivables written-offDescription(2.3)Effective DateEffect on the Financial Statements or Other Significant Matters
LeasesRecoveries collectedThis guidance was issued to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. For leases with a term of 12 months or less, lessees are permitted to make an election to not recognize right-of-use assets and lease liabilities. Upon adoption, lessees will apply the new standard as of the beginning of the earliest comparative period presented in the financial statements, however lessees will be able to exclude leases that expire as of the implementation date. Early adoption is permitted.January 1, 2019We are currently evaluating the implications of adoption on our Consolidated Financial Statements. The actual impact will depend on our lease portfolio at the time of adoption. We have commenced the first step of identifying a task force to take the lead in implementing the new lease standard.
Derivatives and HedgingCurrency translation adjustmentThis update was issued to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. In addition, the amendments simplify the application of hedge accounting in certain situations. Under the new rule, the entity’s ability to hedge non-financial and financial risk components is expanded. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and also eases certain documentation and assessment requirements. Early adoption is permitted.0.3 January 1, 2019
We are currently evaluating the implications of adoption on our Consolidated Financial Statements.

Measurement of Credit Losses on Financial InstrumentsEnding balanceThis guidance changes the impairment model for most financial assets and certain other instruments, replacing the current "incurred loss" approach with an "expected loss" credit impairment model, which will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities, and off-balance sheet credit exposures such as letters of credit. Early adoption is permitted.$January 1, 20207.6 We are currently evaluating the new standard for potential impacts on our receivables, debt, and other financial instruments.
Intangibles - Goodwill and Other Simplifying the Test for GoodwillThe objective of this update is to reduce the cost and complexity of subsequent goodwill accounting by simplifying the impairment test by removing the Step 2 requirement to perform a hypothetical purchase price allocation when the carrying value of a reporting unit exceeds its fair value. If a reporting unit’s carrying value exceeds its fair value, an entity would record an impairment charge based on that difference, limited to the amount of goodwill attributed to that reporting unit. The proposal would not change the guidance on completing Step 1 of the goodwill impairment test. The proposed guidance would be applied prospectively. Early adoption is permitted.January 1, 2020
We are currently evaluating the implications of adoption on our Consolidated Financial Statements.



NOTE 2 - REVENUE RECOGNITION

    Revenue is recognized when or as a customer obtains control of promised products. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these products.

Disaggregation of Revenue

    We generated net sales in the following geographic locations(1) during each of the periods presented below (in millions):
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
U.S.$3,441.1 $3,225.6 $3,098.3 
Europe(2)
1,350.6 1,335.8 1,347.6 
All other countries(3)
271.6 276.0 285.8 
Total net sales$5,063.3 $4,837.4 $4,731.7 

(1)    The net sales by geography is derived from the location of the entity that sells to a third party.
(2)    Includes Ireland net sales of $29.8 million, $23.4 million, and $25.7 million for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively.
(3)    Includes revenue generated primarily in Israel, Mexico, Australia, and Canada.
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Note 2





Product Category

    The following is a summary of our net sales by category (in millions):

Year Ended
December 31, 2020December 31, 2019December 31,
2018
CSCA(1)
Upper respiratory$489.5 $515.2 $492.5 
Digestive health452.6 413.9 403.6 
Pain and sleep-aids424.7 383.6 388.1 
Nutrition387.4 394.4 432.4 
Healthy lifestyle348.5 352.4 333.6 
Oral self-care284.6 106.4 
Skincare and personal hygiene191.8 182.9 164.1 
Vitamins, minerals, and supplements27.0 28.6 26.1 
Animal health43.7 93.9 
Other CSCA(2)
86.9 66.6 77.3 
Total CSCA2,693.0 2,487.7 2,411.6 
CSCI
Skincare and personal hygiene351.8 371.6 396.5 
Upper respiratory255.1 276.8 276.5 
Vitamins, minerals, and supplements201.0 180.2 187.2 
Pain and sleep-aids190.4 167.9 170.0 
Healthy lifestyle165.4 173.8 180.7 
Oral self-care97.8 51.2 8.9 
Digestive health26.5 27.1 29.5 
Other CSCI(3)
107.2 133.6 150.0 
Total CSCI1,395.2 1,382.2 1,399.3 
RX975.1 967.5 920.8 
Total net sales$5,063.3 $4,837.4 $4,731.7 

(1)    Includes net sales from our OTC contract manufacturing business.
(2)    Consists primarily of diagnostic products and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales.
(3)    Consists primarily of liquid licensed products, our distribution business and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales.

    While the majority of revenue is recognized at a point in time, certain of our product revenue is recognized on an over time basis. Predominately, over time customer contracts exist in contract manufacturing arrangements, which occur in both the CSCA and CSCI segments. Contract manufacturing revenue was $262.4 million, $286.8 million, and $300.5 million for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively.

    We also recognize a portion of the store brand OTC product revenues in the CSCA segment on an over time basis; however, the timing difference between over time and point in time revenue recognition for store brand contracts is not significant due to the short time period between the customization of the product and shipment or delivery.

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Note 2


Contract Balances

    The following table provides information about contract assets from contracts with customers (in millions):
Balance Sheet LocationDecember 31,
2020
December 31,
2019
Short-term contract assetsPrepaid expenses and other current assets$19.7 $26.3 

NOTE 23 - ACQUISITIONS AND DIVESTITURES


All of the below acquisitions, with the exception of the generic Benzaclin™ product purchase, have been accounted for under the acquisition method of accounting based on our analysis of the acquired inputs and processes, and the related assets acquired and liabilities assumed were recorded at fair value as of the acquisition date.

Fair value estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets and liabilities assumed, as well as asset lives, can materially impact our results of operations.

The effects of all of the acquisitions described below were included in the Consolidated Financial Statements prospectively from the date of each acquisition. Unless otherwise indicated, acquisition costs incurred were immaterial and were recorded in Administration expense.

Acquisitions Completed During the Year Ended December 31, 20162020


Generic Benzaclin ProductTopical Gel Acquisition


On AugustDecember 31, 2020, we purchased an Abbreviated New Drug Application ("ANDA") for a generic topical gel for $16.4 million payable in January 2021, which we capitalized as a developed product technology intangible asset. We launched the product in January 2021 and began amortizing it over a 20-year useful life. Operating results attributable to the product are included within our RX segment.

Eastern European OTC Dermatological Brands Acquisition
On October 30, 2020, we acquired 3 Eastern European OTC dermatological brands ("Eastern European Brands"), skincare brands Emolium®, Iwostin®, and hair loss treatment brand Loxon® from Sanofi. The transaction closed for €53.3 million ($62.3 million). We capitalized $52.5 million as brand-named intangible assets and allocated the remainder of the purchase price to goodwill, inventory, customer relationships and deferred tax assets.

The addition of these brands complements our already robust skincare portfolio and adds scale to our Eastern European business. The addition of these market-leading OTC brands serves as another step for Perrigo’s CSCI growth plans and provides new opportunities for self-care revenue synergy in the European markets. The operating results of the brands will be reported within our CSCI segment.

The acquisition of the Eastern European Brands was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. During the year ended December 31, 2020, we recorded transaction costs in Administration expenses within the CSCI segment.

We are in the process of gathering significant relevant information needed to complete the valuation for the assets acquired and liabilities assumed. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired and liabilities assumed will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.

The goodwill arising from the acquisition consists largely of the assembled workforce, and the cost and revenue synergies expected from integrating the business into the CSCI segment. The goodwill was allocated to our CSCI segment, none of which is deductible for income tax purposes. The definite-lived intangible assets acquired consisted of brands and customer relationships which are being amortized over a weighted average useful life of approximately 18.8 years. Both the brands and customer relationships were valued using the multi-period excess earnings method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates.
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Note 3


Oral Care Assets of High Ridge Brands
On April 1, 2020, we acquired the oral care assets of High Ridge Brands ("Dr. Fresh") for total purchase consideration of $113.0 million, subject to customary post-closing adjustments, including a working capital settlement. After post-closing adjustments as of December 31, 2020, total cash consideration paid was $106.2 million, net of $2.0 million that we allocated as prepayment of contract consideration for transitional services to be received related to the transaction.

This acquisition includes the children’s oral care value brand, Firefly®, in addition to the REACH® and Dr. Fresh® brands, and a licensing portfolio. The U.S. operations, which represent a significant portion of the business, will be reported in our CSCA segment and the remaining non-U.S. operations will be reported in our CSCI segment.

    During the year ended December 31, 2020, we incurred $4.4 million of general transaction costs (legal, banking and other professional fees). The amounts were recorded in Administration expenses within the CSCA segment.

    The acquisition of Dr. Fresh was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. From April 1, 2020 through December 31, 2020, the acquisition generated Net sales of $72.3 million and pre-tax income of $2.1 million, which included $2.0 million related to inventory costs stepped up to acquisition date fair value.

    We are in the process of finalizing the valuation for the assets acquired and liabilities assumed. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired and liabilities assumed will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.

    During the three months ended December 31, 2020, we recorded measurement period adjustments to reduce the value of acquired inventory by $1.2 million with an offsetting increase to goodwill. The measurement period adjustment also decreased the amount of Cost of sales recognized by $1.2 million in the three months ended December 31, 2020.

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Note 3

    The following table summarizes the consideration paid for Dr. Fresh and the provisional amounts of the assets acquired and liabilities assumed (in millions):
Oral Care Assets of High Ridge Brands (Dr. Fresh)
Purchase price paid$106.2 
Assets acquired:
Accounts receivable$13.1 
Inventories22.2 
Prepaid expenses and other current assets0.4 
Property, plant and equipment, net0.7 
Operating lease assets2.6 
Goodwill17.2 
Distribution and license agreements and supply agreements$2.2 
Developed product technology, formulations, and product rights0.1 
Customer relationships and distribution networks20.6 
Trademarks, trade names, and brands43.2 
Total intangible assets$66.1 
Total assets$122.3 
Liabilities assumed:
Accounts payable$6.1 
Other accrued liabilities3.8 
Payroll and related taxes0.7 
Accrued customer programs3.0 
Other non-current liabilities2.5 
Total liabilities$16.1 
Net assets acquired$106.2 

    The goodwill of $17.2 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from integrating the operations of Dr. Fresh into Perrigo. The goodwill was primarily attributable to our CSCA segment. We are currently evaluating the tax deductibility of the provisional goodwill. We expect some portion to be deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, license agreements, and customer relationships which are being amortized over a weighted average useful life of approximately 17.8 years. Customer relationships were valued using the multi-period excess earnings method. Trademarks and trade names and developed technology were valued using the relief from royalty method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates.

Dexsil®
On February 13, 2020, we acquired Dexsil®,a silicon supplement brand, from RXW Group NV, for total cash consideration paid of approximately $8.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized the consideration paid as a brand-named intangible asset. We began amortizing the brand intangible over a 25-year useful life. Operating results attributable to the product are included within our CSCI segment.

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Note 3

Steripod®

    On January 3, 2020, we acquired Steripod®, a leading toothbrush accessory brand and innovator in the toothbrush protector market, from Bonfit America Inc. Total consideration paid was $26.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized $25.1 million as a brand-named intangible asset. The remainder of the purchase price was allocated to working capital. We began amortizing the brand intangible over a 25-year useful life. Operating results attributable to the product are included within our CSCA segment.

Acquisitions During the Year Ended December 31, 2019

Prevacid®24HR

    On November 29, 2019, we acquired the branded OTC rights to Prevacid®24HR from GlaxoSmithKline for $61.5 million in cash. We capitalized $61.7 million, inclusive of closing costs, as a brand named intangible asset and began amortizing it over a 20-year useful life. Operating results attributable to the product are included within our CSCA segment.

Generic Product Acquisition

    On July 2, 2016,2019, we purchased the remaining 60.9% product rights toANDA for a generic Benzaclin™gel product ("Generic Benzaclin™"),for $49.0 million in cash, which we capitalized as a developed product technology intangible asset. We launched the product during the third quarter of 2019 and began amortizing it over a 20-year useful life. Operating results attributable to the product are included within our RX segment.

Ranir Global Holdings, LLC

    On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir Global Holdings, LLC ("Ranir"), a privately-held company, for total base consideration of $750.0 million in a debt-free, cash-free transaction. After post-closing adjustments, total cash consideration paid was $747.7 million, net of $11.5 million cash acquired. We funded the transaction with cash on hand and borrowings under the 2018 Revolver (as defined in Note 11).

Ranir is headquartered in Grand Rapids, Michigan and is a leading global supplier of private label and branded oral self-care products. Ranir's U.S. operations are reported in our CSCA segment and its non-U.S. operations are reported in our CSCI segment.

The acquisition of Ranir was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. From July 1, 2019 through December 31, 2019, Ranir generated Net sales of $151.4 million and had $7.6 million of Net income, which is inclusive of a non-recurring charge of $5.7 million related to inventory costs stepped up to acquisition date fair value.

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Note 3

    The following table summarizes the consideration paid for Ranir and the amounts of the assets acquired and liabilities assumed (in millions):
Ranir
Purchase price paid$759.2 
Assets acquired:
Cash and cash equivalents$11.5 
Accounts receivable40.6 
Inventories59.0 
Prepaid expenses and other current assets4.0 
Property, plant and equipment, net40.8 
Operating lease assets3.7 
Goodwill292.7 
Definite-lived intangibles:
Developed product technology, formulations, and product rights$48.6 
Customer relationships and distribution networks260.0 
Trademarks, trade names, and brands41.0 
Indefinite-lived intangibles:
In-process research and development39.7 
Total intangible assets$389.3 
Other non-current assets2.8 
Total assets$844.4 
Liabilities assumed:
Accounts payable$17.6 
Other accrued liabilities7.7 
Payroll and related taxes5.5 
Accrued customer programs5.7 
Deferred income taxes45.9 
Other non-current liabilities2.8 
Total liabilities$85.2 
Net assets acquired$759.2 

The goodwill of $292.7 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from combining the operations of Perrigo and Ranir. Goodwill of $212.6 million and $80.1 million was allocated to our CSCA and CSCI segments, respectively. We expect $252.3 million to be deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, developed product technologies, and marketedcustomer relationships. Trademarks and trade names were assigned useful lives that ranged from 20 to 25-years. Developed product technologies were assigned 10-year useful lives and customer relationships were assigned 24-year useful lives. Customer relationships were valued using the multi-period excess earnings method. Trademarks and trade names, developed technology, and in-process research and development ("IPR&D") were valued using the relief from royalty method. Significant judgment was applied in collaborationestimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates. The opening balance sheet is final.

Generic Product Acquisition

    On May 17, 2019, we purchased the ANDA for a generic product used to relieve pain, for $15.7 million in cash, which we capitalized as a developed product technology intangible asset. We launched the product during the third quarter of 2019 and began amortizing it over a 20-year useful life. Operating results attributable to the product are included within our CSCA and RX segment.

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Note 3

Budesonide Nasal Spray and Triamcinolone Nasal Spray

    On April 1, 2019, we purchased product ANDAs and other records and registrations of Budesonide Nasal Spray, a generic equivalent of Rhinocort Allergy®, and Triamcinolone Nasal Spray, a generic equivalent of Nasacort Allergy®, from Barr Laboratories, Inc. ("Barr"), a subsidiary of Teva Pharmaceuticals, for $62.0$14.0 million in cash. In September 2007, we entered into an initialWe previously developed and marketed the products in collaboration with Barr under a development, marketing and commercialization agreement with Barr,that originated in which Barr contributed to the product's development costs and we developed and marketed the product in the U.S. and Israel.August 2003. Under this prior agreement, we paid Barr a percentage of net income from products sold by Perrigo in the product's sales in these territories, adjusted for Barr's contributions to the product's development costs.U.S. By purchasing the remaining product rightsassets from Barr and terminating the original development, marketing and commercialization agreement, we are now entitled to 100% of the income from sales of the product. Operating results attributable to these products are included within our CSCA segment. The intangible assets acquired are classified as developed product technology with a 10-year useful life.

Acquisitions During the Year Ended December 31, 2018
Generic Benzaclin™Product Acquisition

    On August 24, 2018, we purchased the ANDA for a generic topical cream for $30.4 million in cash, which we capitalized as a developed product technology intangible asset. We launched this product during the three months ended December 31, 2018 and began amortizing the developed product technology over a 20-year useful life. Operating results attributable to the product are included within our RX segment. The intangibleSubsequently, during the year ended December 31, 2019, we identified impairment indicators related to changes in pricing and competition in the market, which lowered the projected cash flows that we expect to generate from the asset. We determined the asset acquired iswas impaired (refer to Note 4 and Note 7).

Nasonex-branded Products

On May 29, 2018, we entered into a distribution and license agreement with a nine-year useful life.

Tretinoin Product Portfolio

On January 22, 2016, we acquired a portfolio of generic dosage forms and strengths of Retin-A® (tretinoin), a topical prescription acne treatment, from Matawan Pharmaceuticals, LLC, for $416.4 million in cashMerck Sharp & Dohme Corp. ("Tretinoin Products"Merck"), which further expandedallows us to develop and commercialize an OTC version of Nasonex-branded products containing the compound, mometasone furoate monohydrate. The acquisition was accounted for as an asset acquisition based on our standard topical products such as creams, lotions and gels, as well as inhalants and injections ("extended topicals") portfolio. We wereassessment that substantially all of the authorized generic distributorfair value of these products from 2005 to 2013. Operating results attributable to the acquisition are included within our RX segment. The intangiblegross assets acquired included generic product rights valued usingwas concentrated in a single identifiable asset to be used for R&D. In accordance with Accounting Standards Codification Topic 730 Research and Development ("ASC 730"), the multi-period excess earnings method and assigned a 20-year useful life, and non-compete agreements valued using the lost income method and assigned a five-year useful life. The goodwill acquired is deductible for tax purposes.

Development-Stage Rx Products

In May 2015, we entered into an agreement with a clinical stage biotechnology company for two specialty pharmaceutical products in development ("Development-Stage Rx Products"). We paid $18.0non-refundable upfront license fee of $50.0 million for an option to acquire the two products, which was recorded in R&D expense. On March 1, 2016, to further investexpense in our specialty "prescription only" ("Rx") portfolio, we exercisedCSCA segment because the option for both products, whichintangible research and development asset acquired has no alternative use. The agreement requires us to make contingent payments if we obtain regulatory approval and achieve certain sales milestones. We will also be obligated to make certain royalty payments on potential future sales. The contingent consideration will be included in the measurement of the cost of the asset when the contingency is resolved and the consideration is paid or becomes payable. Consideration paid after U.S. Food and Drug Administration ("FDA") approval will be capitalized and amortized to cost of goods sold over periods ranging from seven to ten years from the launcheconomic life of each product.


We accountedPro Forma Impact of Business Combinations

The following table presents unaudited pro forma information as if the Ranir acquisition had occurred on January 1, 2018 and the acquisition of Dr. Fresh and Sanofi brands had occurred on January 1, 2019, and had been combined with the results reported in our Consolidated Statements of Operations for the option exercise as a business acquisition within our RX segment, recording IPR&Dall periods presented (in millions):
Year Ended
(Unaudited)December 31, 2020December 31,
2019
December 31,
2018
Net sales$5,111.5 $5,112.3 $5,018.9 
Net income (loss)$(148.6)$172.4 $96.8 

The unaudited pro forma information is presented for information purposes only and contingent consideration on the balance sheet. The IPR&D was valued using the multi-period excess earnings method and has an indefinite useful life until such time as the research is completed (at which time it will become a definite-lived intangible asset), or is determined to have no future use (at which time it would be impaired). The contingent consideration is an estimatenot indicative of the future milestone paymentsresults that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets, depreciation of property, plant and royalties based on probability-weighted outcomes, sensitivity analysis,equipment that have been revalued, certain acquisition-related charges, and discount rates reflective of the risk involved. The amount of contingent consideration recognized was $24.9 million and was recorded in Other non-current liabilities. On December 20,related tax effects.


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Note 23




2017, we completed the sale of one of the Development-Stage Rx Products to an ophthalmic pharmaceutical company (see below for additional details on the divestiture).

Purchase Price Allocation of Acquisitions CompletedDivestitures During the Year Ended December 31, 2016     2020


The Tretinoin Products, Developed-Stage Rx Products, and four product acquisitions opening balance sheets are final. The below table indicates the purchase price allocations for acquisitions completed during the year endedDecember 31, 2016 (in millions):Rosemont Pharmaceuticals Business

 Tretinoin Products Development-Stage Rx Products 
All Other(1)
Purchase price paid$416.4
 $
 $17.1
Contingent consideration
 24.9
 26.2
Total purchase consideration$416.4
 $24.9
 $43.3
      
Assets acquired:     
Cash and cash equivalents$
 $
 $3.8
Accounts receivable
 
 4.9
Inventories1.4
 
 7.1
Prepaid expenses and other current assets
 
 0.1
Property, plant and equipment, net
 
 1.2
Goodwill1.7
 
 
Definite-lived intangibles:
     
Distribution and license agreements, supply agreements$
 $
 $1.8
Developed product technology, formulations, and product rights411.0
 
 18.0
Customer relationships and distribution networks
 
 8.2
Non-compete agreements2.3
 
 
Indefinite-lived intangibles:
     
In-process research and development$
 $24.9
 $4.9
Total intangible assets$413.3
 $24.9
 $32.9
Total assets$416.4
 $24.9
 $50.0
Liabilities assumed:     
Accounts payable$
 $
 $2.8
Accrued liabilities
 
 0.1
Long-term debt
 
 3.3
Net deferred income tax liabilities
 
 0.5
Total liabilities$
 $
 $6.7
Net assets acquired$416.4
 $24.9
 $43.3

(1)Consists of four product acquisitions in our CHCA, CHCI and RX segments.

Perrigo Company plc - Item 8
Note 2



Acquisitions Completed During the Six Months Ended December 31, 2015

Entocort®

On December 15, 2015,June 19, 2020, we completed the sale of our acquisitionU.K.-based Rosemont Pharmaceuticals business, a generic prescription pharmaceuticals manufacturer focused on liquid medicines, to a U.K.-headquartered private equity firm for cash consideration of Entocort® (budesonide) capsules, as well as the authorized generic capsules, for sale within the U.S., from AstraZeneca plc for $380.2£155.6 million in cash. Entocort® is a gastroenterology medicine for patients with mild to moderate Crohn's disease. The acquisition complemented our Rx portfolio. Operating results attributable to the acquisition are included within our RX segment. The intangible assets acquired included branded and authorized generic product rights with useful lives of 10 and 15 years, respectively, which were valued using the multi-period excess earnings method. During the year ended December 31, 2016, we recorded an impairment charge of $342.2 million (refer to Note 3).

Naturwohl Pharma GmbH

On September 15, 2015, we completed our acquisition of 100% of Naturwohl Pharma GmbH ("Naturwohl"), a Munich, Germany-based nutritional business known for its leading German dietary supplement brand, Yokebe®(approximately $195.0 million). The acquisition built on our CHCI segment's OTC product portfolio and European commercial infrastructure. The assets were purchased through an all-cash transaction valued at €133.5 million ($150.4 million). Operating results attributable to Naturwohl are included in the CHCI segment. The intangible assets acquired included a trademark with a 20-year useful life, customer relationships with a 15-year useful life, non-compete agreements with a three-year useful life, and a licensing agreement with a three-year useful life. We utilized the relief from royalty method for valuing the trademark, the multi-period excess earnings method for valuing the customer relationships, and the lost income method for valuing the non-compete agreements and the licensing agreement. The goodwill acquired is not deductible for tax purposes.

ScarAway®
On August 28, 2015, we completed our acquisition of ScarAway®, a leading U.S. OTC scar management brand portfolio comprised of five products, from Enaltus, LLC, for $26.7 million in cash. This acquisition served as our entry into the niche branded OTC business in the U.S. Operating results attributable to ScarAway® are included in the CHCA segment. The intangible assets acquired included a trademark with a 25-year useful life, non-compete agreements with a four-year useful life, developed product technology with an eight-year useful life, and customer relationships with a 15-year useful life. We utilized the relief from royalty method for valuing the trademark and developed product technology, the multi-period excess earnings method for valuing the customer relationships, and the lost income method for valuing the non-compete agreements. The goodwill acquired is deductible for tax purposes.

GlaxoSmithKlineConsumer Healthcare Product Portfolio
On August 28, 2015, we completed our acquisition of a portfolio of well-established OTC brands from GlaxoSmithKline Consumer Healthcare (“GSK Products”). This acquisition further leveraged our European market share and expanded our product offerings. The assets were purchased through an all-cash transaction valued at €200.0 million ($223.6 million). Operating results attributable to the acquired GSK Products are included primarily in the CHCI segment. The intangible assets acquired included trademarks with a 20-year useful life and customer relationships with a 15-year useful life. We utilized the relief from royalty method for valuing the trademarks and the multi-period excess earnings method for valuing the customer relationships. The goodwill acquired is deductible for tax purposes.
Perrigo Company plc - Item 8
Note 2




Purchase Price Allocation of Acquisitions Completed During the Six Months Ended December 31, 2015

The Entocort®, Naturwohl, ScarAway®, GSK Products, and eight product development acquisitions opening balance sheets are final.The below table indicates the purchase price allocations for acquisitions completed during the six months ended December 31, 2015(in millions):

 
Entocort®
 Naturwohl 
ScarAway®
 GSK Products 
All Other(1)
Purchase price paid$380.2
 $150.4
 $26.7
 $223.6
 $15.3
Contingent consideration
 
 
 
 13.9
Total purchase consideration$380.2
 $150.4
 $26.7
 $223.6
 $29.2
          
Assets acquired:         
Cash and cash equivalents$
 $4.6
 $
 $
 $
Accounts receivable
 3.3
 
 
 
Inventories0.2
 1.5
 1.0
 
 
Goodwill
 61.0
 3.5
 32.6
 
Definite-lived intangibles:
         
Distribution and license agreements, supply agreements$
 $21.4
 $
 $
 $
Developed product technology, formulations, and product rights380.0
 
 0.5
 
 
Customer relationships and distribution networks
 25.9
 9.8
 61.5
 
Trademarks, trade names, and brands
 64.2
 11.4
 129.5
 
Non-compete agreements
 0.3
 0.5
 
 
Indefinite-lived intangibles:
         
In-process research and development$
 $
 $
 $
 $29.2
Total intangible assets$380.0
 $111.8
 $22.2
 $191.0
 $29.2
Total assets$380.2
 $182.2
 $26.7
 $223.6
 $29.2
Liabilities assumed:         
Accounts payable$
 $2.8
 $
 $
 $
Accrued liabilities
 1.6
 
 
 
Net deferred income tax liabilities
 27.4
 
 
 
Total liabilities$
 $31.8
 $
 $
 $
Net assets acquired$380.2
 $150.4
 $26.7
 $223.6
 $29.2

(1)
Consists of eight product development acquisitions in our CHCA, CHCI and RX segments.

Acquisitions Completed During the Year Ended June 27, 2015

Gelcaps Exportadora de Mexico, S.A. de C.V.

On May 12, 2015, we completed our acquisition of 100% of Gelcaps Exportadora de Mexico, S.A. de C.V. ("Gelcaps"), the Mexican operations of Durham, North Carolina-based Patheon Inc., for $37.9 million in cash. The acquisition added softgel manufacturing technology to our supply chain capabilities and broadened our presence, product portfolio, and customer network in Mexico. Operating results attributable to Gelcaps are included in the CHCA segment. The intangible assets acquired included a trademark with a 25-year useful life and customer relationships with a 20-year useful life. We utilized the relief from royalty method for valuing the trademark and the multi-period excess earnings method for valuing the customer relationships.

Perrigo Company plc - Item 8
Note 2



Based on valuation estimates utilizing the comparative sales method, a step-up in the value of inventory of $0.6 million was recorded in the opening balance sheet, which was charged to cost of goods sold during the three months ended June 27, 2015. In addition, property, plant and equipment was written up by $0.9 million to its estimated fair market value based on a valuation method that included both the cost and market approaches. This additional step-up in value is being depreciated over the estimated remaining useful lives of the assets. The goodwill recorded is not deductible for tax purposes.

Omega Pharma Invest N.V.

On March 30, 2015, we completed our acquisition of Omega, a limited liability company incorporated under the laws of Belgium. Omega was a leading European OTC company and is providing us several key benefits, including advancing our growth strategy outside the U.S. by providing access across a larger global platform with critical mass in key European countries, establishing commercial infrastructure in the high barrier-to-entry European OTC marketplace, strengthening our product portfolio while enhancing scale and distribution, and expanding our international management presence.

We purchased95.77% of the issued and outstanding share capital of Omega (685,348,257 shares) from Alychlo N.V. (“Alychlo”) and Holdco I BE N.V. (together with Alychlo, the “Sellers”), limited liability companies incorporated under the laws of Belgium, under the terms of the Share Purchase Agreement dated November 6, 2014 (the "Share Purchase Agreement"). Omega holds the remaining 30,243,983 shares as treasury shares.

The acquisition was a cash and stock transaction made up of the following consideration (in millions except per share data):
Perrigo ordinary shares issued 5.4
Perrigo per share price at transaction close on March 30, 2015 $167.64
Total value of Perrigo ordinary shares issued $904.9
Cash consideration 2,078.3
Total consideration $2,983.2

The cash consideration shown in the above table was financed by a combination of debt and equity. We issued $1.6 billion of debt and issued 6.8 million ordinary shares, which raised $999.3 million, net of issuance costs (refer to Note 10).

The Sellers agreed to indemnify us for certain potential future losses. The Sellers’ indemnification and other obligations to us under the Share Purchase Agreement are secured by up to €120.9 million ($127.2 million as of December 31, 2017) in cash that has been escrowed and 1.08 million of our ordinary shares, which are both being held in escrow to secure such obligations. Under the terms of the Share Purchase Agreement, Alychlo and its affiliates are subject to a three-year non-compete in Europe, and the Sellers are subject to a two-year non-solicit, in each case subject to certain exceptions. The Share Purchase Agreement contains other customary representations, warranties, and covenants of the parties, thereto. On December 16, 2016, we commenced an arbitral claim against the Sellers in connection with the Sellers' obligations to us under the Share Purchase Agreement. The fact of the claim has been made public, but the proceedings otherwise remain confidential. The Sellers deny liability (refer to Note 16 for additional information).

The operating results attributable to Omega are included in the CHCI segment. We incurred general transaction costs (legal, banking and other professional fees), financing fees, and debt extinguishment charges in connection with the Omega acquisition. The amounts recorded were not allocated to a reporting segment. The table below details the acquisition costs, as well as losses on hedging activities associated with the acquisition purchase price, and where they were recorded (in millions):

Perrigo Company plc - Item 8
Note 2



 Year Ended
Line itemJune 27,
2015
Administration$29.7
Interest expense, net23.7
Other expense, net324.0
Loss on extinguishment of debt9.6
Total acquisition-related costs$387.0

See Note 8 for further details on losses on the Omega-related hedging activities shown above in Other expense, net, and Note 10 for details on the loss on extinguishment of debt.

We acquired the following intangible assets: indefinite-lived brands, a definite-lived trade name with an eight-year useful life, definite-lived brands with a 22-year useful life, a distribution network with a 21-year useful life, and developed product technology with useful lives ranging from fourto 13 years. We also recorded goodwill, which is not deductible for tax purposes and represents the value we assigned to the expected synergies described above, in our CHCI segment. We utilized the multi-period excess earnings method to value the indefinite-lived brands, the definite-lived brands, and distribution network. We utilized the relief from royalty method to value the developed product technology and definite-lived trade name. The weighted-average useful life of all intangible assets acquired is 20.6 years (refer to Note 3 for further detail on Goodwill and Other Intangible Assets).

Based on valuation estimates utilizing the comparative sales method, a step-up in the value of inventory of $15.1 million was recorded in the opening balance sheet and was charged to cost of goods sold during the three months ended June 27, 2015. In addition, property, plant and equipment were written up $41.5 million to their estimated fair market value based on a valuation method that included both the cost and market approaches. This additional step-up in value is being depreciated over the estimated remaining useful lives of the assets. Additionally, the fair value of the debt assumedon the date of acquisition exceeded par value by $101.9 million, which was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments (refer to Note 10 for more information on the debt we assumed from Omega and our subsequent payments on the debt).

Lumara Health, Inc.

On October 31, 2014, we acquired a portfolio of women's healthcare products from Lumara Health, Inc., ("Lumara") a privately-held, Chesterfield, Missouri-based specialty pharmaceutical company, for $83.0 million in cash. The acquisition of this portfolio further expanded our women's healthcare product offerings. Operating results attributable to the acquired Lumara products are included in the RX segment. The intangible assets acquired consisted of three product formulations with useful lives ranging from eight to 12 years. The assets were valued utilizing the multi-period excess earnings method.
Perrigo Company plc - Item 8
Note 2



Purchase Price Allocation of Acquisitions Completed During the Year Ended June 27, 2015
The Gelcaps, Omega, and Lumara opening balance sheets are final. Measurement period adjustments to the Gelcaps opening balance sheet were not material; there were no measurement period adjustments to the Lumara opening balance sheet. Measurement period adjustment made to the Omega opening balance sheet are shown below.
 June 27,
2015
 Measurement Period Adjustments December 31,
2015
Accounts receivable$227.4
 $(4.5) $222.9
Inventories$288.9
 $(11.9) $277.0
Property, plant and equipment, net$121.2
 $9.6
 $130.8
Goodwill$1,269.6
 $419.1
 $1,688.7
Intangible assets:     
Developed product technology, formulations, and product rights$36.9
 $(5.5) $31.4
Customer relationships and distribution networks1,342.7
 (286.4) 1,056.3
Definite-lived trademarks, trade names, and brands282.0
 5.5
 287.5
Indefinite-lived trademarks, trade names, and brands2,145.2
 (141.4) 2,003.8
Total intangible assets$3,806.8
 $(427.8) $3,379.0
Accrued liabilities$50.0
 $(0.7) $49.3
Net deferred income tax liabilities$771.1
 $14.4
 $785.5
Other non-current liabilities$88.9
 $(29.0) $59.9

The measurement period changes in the Omega purchase accounting were due primarily to refinements in the underlying valuation assumptions for the intangible assets, including updates to the allocations of projected cash flows to the intangible assets and the related jurisdictional tax rates that were used in those projections, the accounting of intangible assets as definite-lived versus indefinite-lived assets, and finalization of the related deferred taxes. Valuation adjustments made during the measurement periodsale resulted in a $10.2pre-tax loss of $21.1 million reduction of amortization expense (recorded primarily in Selling expense) for the six months ended December 31, 2015 that were related to the year ended June 27, 2015 (refer to Note 3 for further detail on Goodwill and Other Intangible Assets).


Perrigo Company plc - Item 8
Note 2



The below table indicates the purchase price allocation for acquisitions completed during the year ended June 27, 2015 (in millions):
 Gelcaps Omega Lumara
Total purchase consideration$37.9
 $2,983.2
 $83.0
Assets acquired:     
Cash and cash equivalents$4.6
 $14.7
 $
Accounts receivable7.3
 222.9
 2.9
Inventories7.2
 277.0
 1.5
Prepaid expenses and other current assets2.1
 51.2
 0.4
Property, plant and equipment, net6.0
 130.8
 0.1
Goodwill6.0
 1,688.7
 
Definite-lived intangibles:
     
Developed product technology, formulations, and product rights$
 $31.4
 $82.0
Customer relationships and distribution networks6.6
 1,056.3
 
Trademarks, trade names, and brands
 287.5
 
Indefinite-lived intangibles:
     
Trademarks, trade names, and brands4.4
 2,003.8
 
Total intangible assets$11.0
 $3,379.0
 $82.0
Other non-current assets0.4
 2.4
 
Total assets$44.6
 $5,766.7
 $86.9
Liabilities assumed:     
Accounts payable$3.3
 $225.0
 $
Short-term debt
 112.6
 
Accrued liabilities1.6
 49.3
 3.9
Payroll and related taxes
 51.3
 
Accrued customer programs
 28.9
 
Long-term debt
 1,471.0
 
Net deferred income tax liabilities1.4
 785.5
 
Other non-current liabilities0.4
 59.9
 
Total liabilities$6.7
 $2,783.5
 $3.9
Net assets acquired$37.9
 $2,983.2
 $83.0


Perrigo Company plc - Item 8
Note 2



Actual and Unaudited Pro Forma Impact of Acquisitions

Our Consolidated Financial Statements include operating results from the Tretinoin Products, Entocort®, Naturwohl, GSK Products, ScarAway®, Omega, Gelcaps, and Lumara® acquisitions as well as from three small product acquisitions, from the date of each acquisition through December 31, 2017. Net sales and operating income attributable to the Tretinoin Products and two small product acquisitions includedrecorded in our financial statements for the year ended December 31, 2016 totaled $85.3 million and $45.1 million, respectively. Net sales and operating income attributable to the Entocort®, Naturwohl, ScarAway®, and GSK acquisitions includedCSCI segment in our financial statements for the six months ended December 31, 2015 totaled $51.0 million and $20.6 million, respectively. Net sales and operating income attributable to the Omega, Gelcaps, and Lumara acquisitions included in our financial statements for the year ended June 27, 2015 totaled $418.2 million and $18.9 million, respectively.

The following unaudited pro forma information gives effect to the Tretinoin Products, Entocort®, Naturwohl, GSK Products, ScarAway®, Omega, Gelcaps, and Lumara acquisitions, as well as two small product acquisitions, as if the acquisitions had occurredOther (income) expense, net on the first dayConsolidated Statements of the year ended ended June 27, 2015Operations. The charge included professional fees and had been included in our Resultsa $46.4 million write-off of Operations for all periods presented thereafter (in millions):foreign currency translation adjustment from Accumulated other comprehensive income.

 Year Ended Six Months Ended Year Ended
(Unaudited)December 31, 2016 December 31,
2015
 June 27,
2015
Net sales$5,288.6
 $2,748.8
 $5,682.5
Net income (loss)$(4,011.0) $81.0
 $250.2

The historical consolidated financial information of Perrigo, and the Tretinoin Products, Entocort®, Naturwohl, GSK Products, and ScarAway®, Omega, Gelcaps, and Lumara® acquisitions and the two small product acquisitions, has been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on combined results. In order to reflect the occurrence of the acquisitions on the first day of the year ended June 27, 2015 as required, the unaudited pro forma results include adjustments to reflect the incremental amortization expense to be incurred based on the current values of each acquisition's identifiable intangible and tangible assets, along with the reclassification of acquisition-related costs from the period ended December 31, 2016 to the period ended June 27, 2015. The unaudited pro forma results do not reflect future events that have occurred or may occur after the acquisitions.


Divestitures Completed During the Year Ended December 31, 20172019


Animal Health Business

On January 3, 2017, we sold certain ANDAs for $15.0 million to a third party, which was recorded as a gain in Other operating income on the Consolidated Statements of Operations in our RX segment.

On February 1, 2017, we completed the sale of the animal health pet treats plant fixed assets within our CHCA segment, which were previously classified as held-for sale. We received $7.7 million in proceeds, which resulted in an immaterial loss.

On April 6, 2017,July 8, 2019, we completed the sale of our India APIanimal health business to Strides Shasun Limited. We received $22.2 millionPetIQ for cash consideration of proceeds, inclusive of an estimated working capital adjustment, which resulted in an immaterial gain recorded in our Other segment. Prior to closing the sale, we determined that the carrying value of the India API business exceeded its fair value less the cost to sell, resulting in an impairment charge of $35.3 million, which was recorded in Impairment charges on the Consolidated Statements of Operations for the year ended December 31, 2016.

Perrigo Company plc - Item 8
Note 2



On August 25, 2017, we completed the sale of our Russian business, which was previously classified as held-for-sale, to Alvogen Pharma LLC. The total sale price was €12.7 million ($15.1 million), inclusive of an estimated working capital adjustment, which resulted in an immaterial gain recorded in our CHCI segment. Prior to closing the sale, we determined that the carrying value of the Russian business exceeded its fair value less the cost to sell, resulting in an impairment charge of $3.7 million, which was recorded in Impairment charges on the Consolidated Statements of Operations for the three months ended July 1, 2017.

On November 21, 2017, we completed the sale of our Israel API business, which was previously classified as held-for-sale, to SK Capital for a sale price of $110.0$182.5 million, which resulted in an immateriala pre-tax gain of $71.7 million recorded in our OtherCSCA segment in Other (income) expense, (Income), net on the Consolidated Statements of Operations.


As a result of the sale, we recognized a guarantee liability (refer to Note 6). Per the agreement, we will be reimbursed for tax receivables for tax years prior to closing and will need to reimburse SK Capital for the settlement of any uncertain tax liability positions for tax years prior to closing. In addition, after closing and going forward, the Israel API business, will be assessed by and liable to the Israel Tax Authority ("ITA") for any audit findings. We are no longer the primary obligor on the liabilities transferred to SK Capital on November 21, 2017, however, we have provided a guarantee on certain obligations that were recorded at a fair value of $13.8 million, with a maximum possible payout of $34.9 million.

NOTE 4 - GOODWILL AND INTANGIBLE ASSETS
On December 20, 2017, we completed the sale of one of the Development-Stage Rx Products to an ophthalmic pharmaceutical company. We will potentially receive the following consideration: (1) a milestone payment of $1.5 million after the buyer achieves net sales of $25.0 million in any given calendar year; (2) a milestone payment of $5.0 million after the buyer achieves $50.0 million in net sales in any given year; and (3) royalty payments of 2.5% of all net sales of the product from the date of the first commercial sales of the product and continuing until market entry of a generic equivalent of the product.

Divestitures Completed    During the Year Ended December 31, 2016

On August 5, 2016, we completed the sale of our U.S. Vitamins, Minerals, and Supplements ("VMS") business within our CHCA segment to International Vitamins Corporation ("IVC") for $61.8 million inclusive of an estimated working capital adjustment. Prior to closing the sale, we determined that the carrying value of the VMS business exceeded its fair value less the cost to sell, resulting in an impairment charge of $6.2 million, which was recorded in Impairment charges on the Consolidated Statements of Operations for the year ended December 31, 2016.

Perrigo Company plc - Item 8
Note 3


NOTE 3 - GOODWILL AND OTHER INTANGIBLE ASSETS2019, we early adopted ASU No. 2017-04 which removed the Step 2 requirement in instances when the carrying value of a reporting unit exceeds its fair value. Prospectively, if a reporting unit’s carrying value exceeds its fair value, we will record an impairment charge in the amount of the difference, limited to the amount of goodwill attributed to that reporting unit.
    
Goodwill

Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions):
CSCA
CSCI(1)
RX(2)
Total
Balance at December 31, 2018$1,713.7 $1,151.3 $1,114.8 $3,979.8 
Impairments(109.2)(109.2)
Business divestitures(42.2)(42.2)
Business acquisitions223.0 68.1 291.1 
Currency translation adjustments4.6 (15.7)8.3 (2.8)
Balance at December 31, 20191,899.1 1,203.7 1,013.9 4,116.7 
Impairments(346.8)(346.8)
Business divestitures(115.6)(115.6)
Business acquisitions14.8 7.3 22.1 
Purchase accounting adjustments(10.4)12.0 1.6 
Currency translation adjustments1.5 83.3 6.0 90.8 
Balance at December 31, 2020$1,905.0 $1,190.7 $673.1 $3,768.8 

(1) We had accumulated goodwill impairments of $868.4 million as of December 31, 2019 and December 31, 2020.
(2) We had accumulated goodwill impairments of $109.2 million and $456.0 million as of December 31, 2019 and December 31, 2020, respectively.
115

Perrigo Company plc - Item 8
Note 4

 CHCA CHCI RX Specialty Sciences Other Total
Balance at June 27, 2015$1,817.2
 $1,530.2
 $1,086.0
 $199.6
 $88.2
 $4,721.2
Business acquisitions9.7
 87.4
 
 
 
 97.1
Changes in assets held-for-sale(13.0) 
 
 
 (14.6) (27.6)
Currency translation adjustments(0.8) (53.3) (1.9) 
 (2.1) (58.1)
Purchase accounting adjustments1.2
 418.9
 
 
 
 420.1
Balance at December 31, 20151,814.3
 1,983.2
 1,084.1
 199.6
 71.5
 5,152.7
Business acquisitions
 
 1.7
 
 
 1.7
Changes in assets held-for-sale4.5
 
 
 
 9.0
 13.5
Impairments(24.5) (868.4) 
 (199.6) 
 (1,092.5)
Currency translation adjustments(0.9) (27.5) 0.8
 
 0.9
 (26.7)
Purchase accounting adjustments17.2
 (16.5) 
 
 
 0.7
Balance at December 31, 20161,810.6
 1,070.8
 1,086.6
 
 81.4
 4,049.4
Re-allocation of goodwill(1)
35.3
 
 27.7
 
 (63.0) 
Business divestitures
 (4.1) 
 
 (26.4) (30.5)
Currency translation adjustments1.5
 139.0
 8.0
 
 8.0
 156.5
Balance at December 31, 2017$1,847.4
 $1,205.7
 $1,122.3
 $
 $
 $4,175.4


RX U.S. Reporting Unit Goodwill
(1) Certain cash flow associated with the API
On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business were retained. We performed a relative fair value allocationto Altaris Capital Partners, LLC for total consideration of $1.55 billion, including $1.5 billion in cash. As part of the business retainedconsideration, Altaris Capital Partners, LLC will also assume more than $50.0 million in potential R&D milestone payments and allocated it amongcontingent purchase obligations with third-party Rx partners. The transaction is subject to antitrust and other customary closing conditions and is expected to close by the two segments whereend of the businessthird quarter of 2021. While this was allocated.

The increase in goodwill ina subsequent event, negotiations during the year ended December 31, 2017 was due primarily to foreign currency translation adjustments. The decrease in goodwill for the year ended December 31, 2016 was due primarily to impairment charges recorded in the CHCI and Specialty Sciences segments as discussed below. The increase in goodwill in the sixthree months ended December 31, 2015 was due primarily to purchase accounting adjustments2020 and leading up to the Omega acquisition, as well as the Naturwohl and GSK acquisitions recorded in the CHCI segment (referdefinitive agreement were considered a triggering event to Note 2).

As required by our policy, we tested goodwill forperform a quantitative impairment in the fourth quarter of 2017 (refer to Note 1). We determined the fair value of each of our reporting units exceeded their net book values. The fair values of the BCH, UK AUS and Animal Health reporting units were each less than 25.0% higher than their respective net book values as of the annual assessment date. As a result, these reporting units are inherently at a higher risk for future impairments if they experience deterioration in business performance or market multiples, or increases in discount rates. These reporting units had the following remaining goodwill balancestest as of December 31, 2017 (in millions):2020. As a result, we determined the reporting unit’s carrying value exceeded estimated fair value. We recognized a goodwill impairment of $144.4 million, leaving $673.1 million of goodwill in the reporting unit as of December 31, 2020 (refer to Note 7).

Reporting Unit Goodwill Remaining in Reporting Unit Segment Fair Value in excess of Carrying Value
BCH $1,026.0
 CHCI 6.6%
Animal Health $178.9
 CHCA 23.6%
UK AUS $53.1
 CHCI 18.3%

Subsequently, atDuring the end of the fourth quarter of 2017, the Animal Healththree months ended September 26, 2020, our RX U.S. reporting unit had an indication of potential impairment resulting fromdriven primarily by the terminationstoppage of production and distribution of albuterol sulfate inhalation aerosol and voluntary nationwide recall to the retail level as a supply agreement.result of reports that some units may not dispense due to clogging, combined with a decline in market multiples. We prepared an impairment test as of September 26, 2020 and determined the carrying value of the RX U.S. reporting unit exceeded its estimated fair value. We recognized a goodwill impairment of $202.4 million, leaving $811.1 million of goodwill in this reporting unit after the impairment. The change in fair value from previous estimates was driven by the financial impact of the recall in the current period and related changes in estimates of future cash flows (refer to Note 7).

In conjunction with our annual impairment test, during the three months ended December 31, 20172019, we tested our RX U.S. reporting unit for impairment. As a result, we determined its carrying value exceeded estimated fair value by $109.2 million, therefore, we recognized an impairment. The change in fair value from previous estimates was driven by industry and market factors that led to reduced projections of future cash flows (refer to Note 7).

During the three months ended June 29, 2019, our RX U.S. reporting unit had an indication of potential impairment which was driven by a combination of industry and market factors and uncertainty related to the timing and associated cash flows of the projected albuterol sulfate inhalation aerosol (generic equivalent to ProAir® HFA). We prepared an impairment test as of June 29, 2019 and determined that the fair value of the Animal HealthRX U.S. reporting unit continued to exceed net book value by 8.9%approximately 10%. The 8.9% marginexcess was lower than the excessour annual impairment test as of September 30, 2018, in which fair value overexceeded carrying value of 23.6% that was estimated as of October 1, 2017. Therefore, while noby more than 25%. While 0 impairment was recorded in 2017, the supply agreement termination increased the riskas of future impairment in this reporting unit.

Perrigo Company plc - Item 8
Note 3



The discounted cash flow forecasts used for these reporting units in goodwill impairment testing include assumptions about future activity levels in both the near term and longer-term. If growth in these reporting units is lower than expected,June 29, 2019, we may experiencecontinue monitoring developments such as deterioration in our cash flow forecasts that may indicate goodwill in the reporting units may be impaired in future impairment tests. We continue to monitor the progress and assess the reporting units for potential impairment should impairment indicators arise, as applicable, and at least annually during our fourth quarter impairment testing.

During the year ended December 31, 2016, we identified indicators of goodwill impairment for certain of our reporting units,business performance or market multiples which required us to complete interim goodwill impairment testing (refer to Note 1 for our impairment process). Step one of the goodwill impairment test involves determiningcould reduce the fair value of thethis reporting unit using a discounted cash flow technique and comparing itlead to the reporting unit’s carrying value. The main assumptions supporting the cash flow projections used to determine the reporting units’ fair value include revenue growth based on product line extensions, product life cycle strategies, and geographical expansion within the markets in which the reporting unit distributes products, gross margins consistent with historical trends, and advertising and promotion investments largely consistent with the reporting unit's growth plans. If a reporting unit does not pass step one of the goodwill impairment test, step two is completed. The second step of the goodwill impairment test requires that we determine the implied fair value of the reporting unit’s goodwill, which involves determining the value of the reporting unit’s individual assets and liabilities. If the reporting unit’s carrying value exceeds its book value, an impairment charge is recorded.impairment.

BCS Reporting Unit Goodwill

During the three months ended April 2, 2016, we identified indicators of impairment forJune 27, 2020, our Branded Consumer Healthcare - Rest of WorldSelf-care ("BCH-ROW"BCS") reporting unit which comprises primarily operations attributable to the Omega acquisition in all geographic regions except for Belgium. The primary impairment indicators included the decline in our 2016 performance expectations and a reduction in our long-range revenue growth forecast. BCH-ROW did not pass step one of goodwill impairment testing. The change in fair value from previous estimates was due primarily to the changes in the market and performanceCSCI segment had an indication of the brands such that the evaluation of brand prioritization and product extensions or launchespotential impairment which was driven by a decrease in new regions are being more focused to maximize the potential of all brandsforecasted cash flows in the segment's portfolio. Based on our evaluationsecond half of 2020 related to impacts from the COVID-19 pandemic. We prepared an impairment test as of June 27, 2020 and initial estimates of the fair values of the assets and liabilities and the deficit ofdetermined that the fair value when compared toof the relatedBCS reporting unit exceeded net book value weby less than 10%, consistent with our last annual impairment test as of October 1, 2019. While 0 impairment was recorded $130.5as of June 27, 2020, future developments such as deterioration in business performance or market multiples could reduce the fair value of this reporting unit and lead to impairment in a future period. There was 0 indication of impairment during the six months ended December 31, 2020. Goodwill remaining in this reporting unit was $1,049.2 million in impairment charges on the Consolidated Statementas of Operations within our CHCI segment.December 31, 2020.

Animal Health Goodwill

During the three months ended October 1, 2016, we identified additional indicators of goodwill impairment in both our BCH-ROW and our Branded Consumer Healthcare - Belgium ("BCH-Belgium") reporting units. With respect to both reporting units,September 29, 2018, the primary impairment indicators included an additional decline in our 2016 performance expectations for the remainder of the year and a reduction in our long-range revenue growth and margin forecasts due to the factors outlined below. Neither the BCH-ROW nor the BCH-Belgium reporting units passed step one of goodwill impairment testing.
As it relates to the BCH-ROWanimal health reporting unit the changescontinued to experience declines in fair value from previous estimates were due primarily to (1) changes in the marketits year-to-date financial results and performancehad additional indications of certain brands due to moderated new product launch assumptions, (2) execution of certain key product strategies falling short of expectations causing a reduction to baseline forecast models in France, Germany and Italy and (3) certain macro-economic factors continuing to impact the business more than expected in France, Russia and Turkey in addition to unfavorable foreign currency impacts experienced (primarily in the UK related to Brexit.) As it relates to the BCH-Belgium reporting unit, the changes in fair value from previous estimates werepotential impairment due to changes in channel dynamics, a strategic decision to re-prioritize brands, and a decline in the forecasts as a resultforecasted outlook of a reduction in volume with a major wholesaler due to factors consistent with those outlined for the BCH-ROW reporting unit.
Based on our estimates of the fair values of the assets and liabilities and the deficit of the fair value when compared to the related book value, we recorded an impairment charge of $675.6 million related to the BCH-ROW reporting unit and $62.3 million related to the BCH-Belgium reporting unit on the Consolidated Statement of Operations within our CHCI segment.

During the three months ended December 31, 2016, we identified indicators of goodwill impairment in the BCH-Belgium reporting unit related to the early termination of a distribution agreement. We prepared a goodwill impairment test as of December 3, 2016, which was the end of the month in which the impairment indicator
Perrigo Company plc - Item 8
Note 3


occurred. Step one of the goodwill impairment test indicated that the fair value of the BCH-Belgium reporting unit as greater than its net book value. As a result, we did not perform the second step of the goodwill impairment test.

During the three months ended December 31, 2016, we identified indicators of goodwill impairment in the Animal Health reporting unit related to changes in the market and performance of certain brands. We prepared a goodwill impairment test as of October 2, 2016 as part of our annual goodwill impairment testing process. Step one of the goodwill impairment test indicated that the fair value of the Animal Healthanimal health reporting unit was below its net book value. AsWe recorded a result, we performed the second step of the$136.7 million goodwill impairment test to measurecharge in the amountthird quarter of impairment. We concluded that Animal Health goodwill was impaired by $24.5 million, which we recorded in Impairment charges on the Consolidated Statement of Operations2018 within our CHCA segment.CSCA segment.


During the three months ended December 31, 2016, we identified indicators of goodwill impairment in the Specialty Sciences reporting unit related to our decision to review strategic alternatives for the Tysabri® financial asset. As a result of the impairment indicators, we prepared a goodwill impairment test as of December 31, 2016. Step one of the goodwill impairment test indicated that the fair value of the Specialty Sciences reporting unit was below its net book value. As a result, we initiated the second step of the goodwill impairment test to measure the amount of impairment. We concluded that the goodwill was fully impaired and recorded an impairment of $199.6 million in Impairment charges on the Consolidated Statement of Operations within our Specialty Sciences segment.
116

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Note 4
No impairment charges were recorded as a result of the annual goodwill impairment testing during the six months ended December 31, 2015. During the year ended June 27, 2015, we performed our annual goodwill impairment testing, which indicated that our CHCA Mexico reporting unit's goodwill fair value was below its net book value as of March 28, 2015. As a result, we initiated the second step of the goodwill impairment test to measure the amount of impairment. We concluded that the goodwill was fully impaired and recorded an impairment of $6.8 million in the CHCA segment during the year ended June 27, 2015 in Impairment charges. No other segments were affected by this impairment charge.

Intangible Assets

Other intangible assets and the related accumulated amortization consisted of the following (in millions):
Year Ended
 December 31, 2020December 31, 2019
 GrossAccumulated
Amortization
GrossAccumulated
Amortization
Indefinite-lived intangibles:
Trademarks, trade names, and brands$4.3 $— $18.8 $— 
In-process research and development10.8 — 50.0 — 
Total indefinite-lived intangibles$15.1 $— $68.8 $— 
Definite-lived intangibles:
Distribution and license agreements and supply agreements$126.5 $87.5 $126.7 $81.1 
Developed product technology, formulations, and product rights1,363.6 765.9 1,392.8 755.3 
Customer relationships and distribution networks1,934.6 836.4 1,805.6 671.4 
Trademarks, trade names, and brands1,586.6 347.2 1,353.5 250.1 
Non-compete agreements5.2 5.2 6.5 6.0 
Total definite-lived intangibles$5,016.5 $2,042.2 $4,685.1 $1,763.9 
Total intangible assets$5,031.6 $2,042.2 $4,753.9 $1,763.9 
 December 31, 2017 December 31, 2016 December 31, 2015
 Gross 
Accumulated
Amortization
 Gross 
Accumulated
Amortization
 Gross Accumulated Amortization
Definite-lived intangibles:
           
Distribution and license agreements, supply agreements$311.2
 $169.8
 $305.6
 $120.4
 $242.4
 $77.7
Developed product technology, formulations, and product rights1,358.4
 598.7
 1,418.1
 526.0
 1,387.6
 426.0
Customer relationships and distribution networks1,642.0
 460.6
 1,489.9
 307.5
 1,520.7
 193.0
Trademarks, trade names, and brands1,335.4
 129.5
 1,189.3
 55.3
 539.4
 22.8
Non-compete agreements14.7
 12.6
 14.3
 11.2
 15.2
 12.7
Total definite-lived intangibles$4,661.7
 $1,371.2
 $4,417.2
 $1,020.4
 $3,705.3
 $732.2
Indefinite-lived intangibles:
           
Trademarks, trade names, and brands$52.1
 $
 $50.5
 $
 $1,868.1
 $
In-process research and development38.2
 
 64.0
 
 48.2
 
Total indefinite-lived intangibles$90.3
 $
 $114.5
 $
 $1,916.3
 $
Total other intangible assets$4,752.0
 $1,371.2
 $4,531.7
 $1,020.4
 $5,621.6
 $732.2
Certain intangible assets are denominated in currencies other than the U.S. dollars;dollar; therefore, their gross and net carrying values are subject to foreign currency movements.


The increase in gross amortizable intangible assets during the year ended December 31, 2017 was due primarily to foreign currency translation. The decrease in gross amortizable intangible assets during the year ended
Perrigo Company plc - Item 8
Note 3


December 31, 2016 was due to the reclassification of Omega indefinite-lived assets to definite-lived assets as described below, offset by current year impairments taken as described below. The increase during the six months ended December 31, 2015 was due to the Entocort®, GSK, Naturwohl, and ScarAway® acquisitions, offset partially by purchase price adjustments to the Omega intangible assets (refer to Note 2).

Intangible asset impairments taken are as follows (in millions):
 Year Ended Six Months Ended
 December 31, 2017 December 31, 2016 December 31, 2015
 Definite-Lived Intangible Assets IPR&D Indefinite-Lived Intangible Assets Definite-Lived Intangible Assets IPR&D Indefinite-Lived Intangible Assets
CHCA$
 $
 $0.4
 $
 $
 $
CHCI
 1.1
 849.1
 321.4
 3.5
 185.1
RX19.7
 11.6
 
 342.2
 
 
Other
 
 
 2.0
 
 
 $19.7
 $12.7
 $849.5
 $665.6
 $3.5
 $185.1

During the three months ended July 1, 2017, we identified impairment indicators for our Lumara Health, Inc. ("Lumara") product assets. The primary impairment indicators included the decline in our 2017 performance expectations and a reduction in our long-range revenue growth forecast. The assessment utilized the multi-period excess earnings method to determine fair value and resulted in an impairment charge of $18.5 million in Impairment charges on the Consolidated Statements of Operations within our RX segment, which represented the difference between the carrying amount of the intangible assets and their estimated fair value.

During the three months ended April 2, 2016, we identified indicators of impairment associated with certain indefinite-lived intangible assets acquired in conjunction with the Omega acquisition. The primary impairment indicators included the decline in our 2016 performance expectations and a reduction in our long-range revenue growth forecast. The assessment utilized the excess earnings method to determine fair value and resulted in an impairment charge of $273.4 million in Impairment charges on the Consolidated Statements of Operations within our CHCI segment, which represented the difference between the carrying amount of the intangible assets and their estimated fair value. The change in fair value from previous estimates was due primarily to the changes in the market and performance of the brands such that the evaluation of brand prioritization and product extensions or launches in new regions are being more focused to maximize the potential of all brands in the segment's portfolio. The main assumptions supporting the fair value of these assets and cash flow projections included revenue growth based on product line extensions, product life cycle strategies, geographical expansion within the markets in which the CHCI segment distributes products, gross margins consistent with historical trends, and advertising and promotion investments largely consistent with the segment's growth plans.

During the three months ended October 1, 2016, we identified additional indicators of impairment associated with certain indefinite-lived and definite-lived intangible brand category assets acquired in conjunction with the Omega acquisition. The primary impairment indicators are discussed above in goodwill. The assessment of the indefinite-lived assets utilized the excess earnings method to determine fair value and resulted in an impairment charge of $575.7 million. With regards to definite-lived assets, it was determined that the carrying value of one asset group was not recoverable based on an assessment of the undiscounted future cash flows expected to be generated by the asset group. Given this, the excess earnings method was utilized to determine fair value of the definite-lived asset and resulted in an impairment charge of $290.9 million. Both charges, which represented the difference between the carrying amount of the intangible assets and their estimated fair value, were recorded in Impairment charges on the Consolidated Statements of Operations within our CHCI segment. The main assumptions supporting the fair value of these assets and cash flow projections are included in the goodwill discussions above.

During the three months ended December 31, 2016, we identified impairment indicators in our Entocort® product assets which related to the entrance of new market competition and resulting negative impacts on sales volume and pricing. Utilizing a multi-period excess earnings method, we determined that the Entocort® product
Perrigo Company plc - Item 8
Note 3


assets were impaired by $342.2 million. We recorded this impairment in Impairment charges on the Consolidated Statement of Operations within our RX segment.

During the three months ended December 31, 2016, we identified impairment indicators in certain definite-lived intangible assets, including trademarks and trade names related to our Herron products that we originally acquired through the acquisition of Aspen. After determining the assets were impaired, we utilized the relief from royalty method to quantify the impairment, resulting in a $30.5 million impairment. We recorded these impairments in Impairment charges on the Consolidated Statement of Operations within our CHCI segment.

During our impairment testing for the six months ended December 31, 2015, we identified an impairment of certain indefinite-lived intangible assets based on management’s expectations of the prospects for future revenues, profits, and cash flows associated with these assets. The indefinite-lived intangible assets were purchased in conjunction with the Omega acquisition and are included in the CHCI segment. The assessment utilized the excess earnings method to determine fair value and resulted in an impairment charge of $185.1 million, which represents the difference between the carrying amount of the intangible assets and their estimated fair value. The amount was recorded in Impairment charges on the Consolidated Statements of Operations within the CHCI segment. The primary assumptions supporting the fair value of these assets and cash flow projections assume modest revenue growth based on product line extensions, product life cycle strategies, and geographical expansion within the markets in which the CHCI segment currently distributes products, and gross margins and advertising and promotion investments largely consistent with historical trends.

No material impairment charges were recorded as a result of the annual intangible asset impairment testing during the year endedJune 27, 2015.

We recorded an impairment charge of $12.7 million and $3.5 million on certain IPR&D assets during the years ended December 31, 2017 and December 31, 2016, respectively, due to changes in the projected development and regulatory timelines for various projects, we also recorded a decrease in the contingent consideration liability associated with certain IPR&D assets in Other operating income on the Consolidated Statements of Operations (refer to Note 6).

In addition, due to reprioritization of certain brands in the CHCI segment and change in performance expectations for the cough/cold/allergy, anti-parasite, personal care, lifestyle, and natural health brands, we reclassified $364.5 million and $674.4 million of indefinite-lived assets to definite-lived assets with useful lives of 20 years, which we began amortizing during the second and third quarters of 2016, respectively.

The remaining weighted-average useful life for our amortizable intangible assets by asset class at December 31, 20172020 was as follows:
Amortizable Intangible Asset CategoryRemaining Weighted-Average Useful Life (Years)
Distribution and license agreements and supply agreements7
Developed product technology, formulations, and product rights12
Customer relationships and distribution networks1716
Trademarks, trade names, and brands2016
Non-compete agreements2


We recorded amortization expense of $349.6$294.7 million, $356.8$305.5 million, $128.6 million, $174.5and $333.6 million during the years ended December 31, 20172020, December 31, 2019, and December 31, 2016, the six months ended December 31, 2015, and the year ended June 27, 2015,2018, respectively. The amortization expense in the year ended December 31, 2017 remained relatively flat. The increase in amortization expense in the year ended December 31, 2016 was due primarily to the incremental amortization expense incurred on the definite-lived intangible assets acquired from the Omega, Entocort®,and Tretinoin Products acquisitions. In addition, we incurred additional amortization in 2016 due to the previously indefinite-lived Omega brands changing classification to definite-lived during the year. The increase in amortization expense in the six months ended December 31, 2015 was due primarily to definite-lived assets
Perrigo Company plc - Item 8
Note 3


acquired from Omega. The increase in amortization expense in the year ended June 27, 2015 was due primarily to the inclusion of one quarter of amortization expense related to the intangible assets acquired from Omega.

Estimated future amortization expense includes the additional amortization related to recently acquired intangible assets subject to amortization.    Our estimated future amortization expense is as follows (in millions):
YearAmount
2021$282.2 
2022252.7 
2023237.3 
2024225.4 
2025214.8 
Thereafter1,761.9 

117

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Note 4

Year Amount
2018 $341.0
2019 316.4
2020 280.8
2021 251.8
2022 222.0
Thereafter 1,878.5
Generic Product (equivalent to Benzaclin®)


    During the year ended December 31, 2019, we identified impairment indicators on a definite-lived intangible asset related to our clindamycin and benzoyl peroxide topical gel (generic equivalent to Benzaclin®) in our RX segment. Increases in competition caused price erosion that lowered our long-range revenue forecast, which indicated the asset was no longer recoverable and was impaired. We recorded an asset impairment of $21.2 million (refer to Note 7).

Licensed Pain Relief Products

    During the year ended December 31, 2019, following commercial launch delays relating to certain pain relief products that we licensed from a third party, the licensor determined that it would not extend the license agreement upon expiration. As a result, we determined the asset was fully impaired and recorded an asset impairment of $9.7 million relating to this license, which we had reported as a definite-lived intangible asset in our CSCI segment (refer to Note 7).

Evamist Branded Product

    During the year ended December 31, 2019, we identified impairment indicators related to our Evamist branded product, which is a definite-lived intangible asset in our RX segment. The indicators related to a decline in sales volume and a corresponding reduction in our long-range revenue forecast. We recorded an asset impairment of $10.8 million (refer to Note 7).

Generic Product

    During the year ended December 31, 2019, we identified impairment indicators for a certain definite-lived asset related to changes in pricing and competition in the market, which lowered the projected cash flows we expect to generate from the asset. We recorded an asset impairment of $27.8 million in our RX segment (refer to Note 3 and Note 7).

In-process R&D ("IPR&D")

    We recorded an impairment charge of $5.8 million and $8.7 million on certain IPR&D assets during the years ended December 31, 2019, and December 31, 2018, respectively, due to changes in the projected development and regulatory timelines for various projects.

Animal Health Intangible Assets
During the three months ended September 29, 2018, we performed a recoverability test of the definite-lived intangibles and determined a significant asset group was not recoverable and determined the fair value of the indefinite-lived intangible asset had fallen below its net book value. We recorded an impairment charge in the third quarter of 2018 in our CSCA segment comprised of a brand indefinite-lived intangible asset impairment charge of $27.7 million, a developed product technology and distribution agreement definite-lived intangible asset impairment of $41.6 million, a supply agreement definite-lived intangible asset impairment of $2.8 million, and a trade name and trademark definite-lived intangible asset impairment of $4.5 million (refer to Note 7).

As a result of the strategic decision to re-prioritize a brand within the indefinite-lived asset, we reassessed the useful life of the indefinite-lived intangible asset and reclassified a $5.4 million indefinite-lived intangible asset to a definite-lived asset within the CSCA segment as of September 29, 2018. Subsequently, during the three months ended September 28, 2019, we completed the sale of our animal health business to PetlQ (refer to Note 3).

118

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Note 5

NOTE 45 - ACCOUNTS RECEIVABLE FACTORING


We have accounts receivable factoring arrangements with non-related third-party financial institutions (the “Factors”). Pursuant to the terms of the arrangements, we sell to the Factors certain of our accounts receivable balances on a non-recourse basis for credit approved accounts. An administrative fee per invoice is charged on the gross amount of accounts receivables assigned to the Factors, and interest is calculated at the applicable EUR LIBOR rate plus a spread. The total amount factored on a non-recourse basis and excluded from accounts receivable was $27.5 million, $50.7$6.9 million and $64.5$10.0 million at December 31, 2017, December 31, 20162020 and December 31, 2015,2019, respectively.


NOTE 56 - INVENTORIES


Major components of inventory were as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
Finished goods$679.4 $530.3 
Work in process221.7 186.9 
Raw materials299.1 250.1 
Total inventories$1,200.2 $967.3 

 December 31,
2017
 December 31,
2016
 December 31,
2015
Finished goods$454.3
 $431.1
 $537.2
Work in process152.8
 165.7
 151.6
Raw materials199.8
 198.2
 209.9
Total inventories$806.9
 $795.0
 $898.7

NOTE 67 - FAIR VALUE MEASUREMENTS
    
    On January 1, 2020, we adopted ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement ("Topic 820"). The amendments in this ASU remove disclosure requirements in Topic 820 related to the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. Additionally, Topic 820 adds disclosure requirements for the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. We have amended certain of our quantitative Level 3 fair value measurement disclosures to add the range and weighted average of significant unobservable inputs used.

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable.


Level 1:Quoted prices for identical instruments in active markets.

Level 1:    Quoted prices for identical instruments in active markets.
Level 2:Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.


Level 3:Valuations derived from valuation techniques in which one or more significant inputs are not observable.

Level 2:    Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

Level 3:    Valuations derived from valuation techniques in which one or more significant inputs are not observable.

119

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Note 67




The following tables summarizetable below summarizes the valuation of our financial instruments carried at fair value by the above pricing categories (in millions):
Year Ended
December 31, 2020December 31, 2019
Level 1Level 2Level 3Level 1Level 2Level 3
Measured at fair value on a recurring basis:
Assets:
Investment securities$2.5 $$$6.6 $$
Foreign currency forward contracts21.5 4.3 
Cross-currency swap6.3 26.3 
Funds associated with Israeli severance liability15.7 14.6 
Royalty Pharma contingent milestone95.3 
Total assets$2.5 $43.5 $$6.6 $45.2 $95.3 
Liabilities:
Foreign currency forward contracts$$8.2 $$$8.4 $
Contingent consideration payments13.2 11.9 
Total liabilities$$8.2 $13.2 $$8.4 $11.9 
Measured at fair value on a non-recurring basis:
Assets:
Goodwill(1)
$$$673.1 $$$1,013.1 
Definite-lived intangible assets(2)
23.3 
Total assets$$$673.1 $$$1,036.4 
    Fair Value
  Fair Value Hierarchy December 31,
2017
 December 31,
2016
 December 31,
2015
Measured at fair value on a recurring basis:        
Assets:        
Investment securities Level 1 $17.0
 $38.2
 $14.9
         
Foreign currency forward contracts Level 2 $6.3
 $3.8
 $4.8
Funds associated with Israeli severance liability Level 2 16.3
 15.9
 17.2
Total level 2 assets   $22.6
 $19.7
 $22.0
         
Royalty Pharma contingent milestone payments Level 3 $134.5
 $
 $
Financial assets Level 3 
 2,350.0
 5,310.0
Total level 3 assets   $134.5
 $2,350.0
 $5,310.0
         
Liabilities:        
Interest rate swap agreements Level 2 $
 $
 $0.3
Foreign currency forward contracts Level 2 3.8
 5.0
 3.9
Total level 2 liabilities   $3.8
 $5.0
 $4.2
         
Contingent consideration Level 3 $22.0
 $69.9
 $17.9
         
Measured at fair value on a non-recurring basis:        
Assets:        
Goodwill(1)
 Level 3 $
 $1,148.4
 $
Indefinite-lived intangible assets(2)
 Level 3 
 0.3
 1,031.8
Definite-lived intangible assets(3)
 Level 3 11.5
 758.0
 
Assets held for sale, net Level 3 
 18.2
 37.5
Total level 3 assets   $11.5
 $1,924.9
 $1,069.3


(1)
As of December 31, 2016, goodwill with a carrying amount of $2.2 billion was written down to its implied fair value of $1.1 billion.
(2)
As of December 31, 2016, indefinite-lived intangible assets with a carrying amount of $0.7 million were written down to a fair value of $0.3(1)    During the year ended December 31, 2020, goodwill with a carrying amount of $1,019.9 million was written down to a fair value of $673.1 million. During the year ended December 31, 2019, goodwill with a carrying amount of $1,122.3 million was written down to a fair value of $1,013.1 million. As of December 31, 2015, indefinite-lived intangible assets with a carrying amount of $1.2 billion were written down to a fair value of $1.0 billion.
(3)
As of December 31, 2017, definite-lived intangible assets with a carrying amount of $31.2 million were written down to a fair value of $11.5 million. As of December 31, 2016, definite-lived intangible assets with a carrying amount of $2.3 billion were written down to a fair value of $758.0 million. Included in this balance are indefinite-lived intangible assets with a fair value of $364.5 million and $674.2 million that were reclassified to definite-lived assets at April 3, 2016 and October 2, 2016, respectively.

(2)    During the year ended December 31, 2019, definite-lived intangible assets with a carrying amount of $55.3 million were written down to a fair value of $23.3 million.

There were no transfers amongwithin Level 1, 2, and 3 fair value measurements during the years endedDecember 31, 2017, and2020 or December 31, 2016, or the six months ended December 31, 2015. Our policy regarding the recording of transfers between levels is to record any such transfers at the end of the reporting period2019 (refer to Note 78 for information on our investment securities and Note 89 for a discussion of derivatives).

Perrigo Company plc - Item 8
Note 6



Foreign Currency Forward Contracts


The fair    We value ofthe foreign currency forward contracts is determinedbased on notional amounts, contractual rates, and observable market inputs, such as currency exchange rates and credit risk.

Cross-currency Swaps

    We value the cross-currency swaps using a market approach,method which utilizes values for comparablediscounts the expected cash flows resulting from the derivative. We estimate the cash flows using the contractual term of the derivative, instruments.including the period to maturity and we use observable market-based inputs, including interest rate curves, and foreign exchange rates.


Funds Associated with Israel Severance Liability


Israeli labor laws and agreements require us to pay benefits to employees dismissed or retiring under certain circumstances. Severance pay is calculated on the basis of the most recent employee salary levels and the length of employee service. Our Israeli subsidiaries also provide retirement bonuses to certain managerial employees. We make regular deposits to retirement funds and purchase insurance policies to partially fund these liabilities. The funds are determined using prices for recently traded financial instruments with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves, that are observable at commonly quoted intervals.
Financial Assets

On December 18, 2013, we acquired Elan, which had a royalty agreement with Biogen Idec Inc. ("Biogen"), whereby Biogen conveyed the right to receive royalties that are typically payable on sales revenue generated by the sale, distribution or other use of the drug Tysabri®. Pursuant to the royalty agreement, we were entitled to royalty payments from Biogen based on its Tysabri® sales in all indications and geographies. We received royalties of 12% on worldwide Biogen sales of Tysabri® from December 18, 2013 through April 30, 2014. From May 1, 2014, we received royalties of 18% on annual worldwide Biogen sales of Tysabri® up to $2.0 billion and 25% on annual sales above $2.0 billion.

Prior to its divestiture on March 27, 2017, we accounted for the Tysabri® royalty stream as a financial asset and elected to use the fair value option model. We made the election to account for the Tysabri® financial asset using the fair value option as we believed this method was most appropriate for an asset that did not have a par value, a stated interest stream, or a termination date. The financial asset acquired represented a single unit of accounting. The fair value of the financial asset acquired was determined by using a discounted cash flow analysis related to the expected probability weighted future cash flows to be generated by the royalty stream. The financial asset was classified as a Level 3 asset within the fair value hierarchy, as our valuation utilized significant unobservable inputs, including industry analyst estimates for global Tysabri® sales, probability weighted as to the timing and amount of future cash flows along with certain discount rate assumptions. Cash flow forecasts included the estimated effect and timing of future competition, considering patents in effect for Tysabri® through 2024 and contractual rights to receive cash flows into perpetuity. The discounted cash flows were based upon the expected royalty stream forecasted into perpetuity using a 20-year discrete period with a declining rate terminal value. The pre-tax discount rate utilized was 7.72% and 7.83% at December 31, 2015, and June 27, 2015, respectively.

In the first quarter of 2016, a competitor's pipeline product, Ocrevus®, received breakthrough therapy designation from the U.S. Food and Drug Administration ("FDA"). Breakthrough therapy designation is granted when a drug is intended alone or in combination with one or more other drugs to treat a serious or life threatening disease or condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. In June 2016, the FDA granted priority review with a target action date in December 2016. A priority review is a designation when the FDA will direct overall attention and resources to the evaluation of applications for drugs that, if approved, would be significant improvements in the safety or effectiveness of the treatment, diagnosis, or prevention of serious conditions when compared to standard applications. The product was approved late in the first quarter of 2017. The product is expected to compete with Tysabri®, and we expected it to have a significant negative impact on the Tysabri® royalty stream. Industry analysts believe that, based on released clinical study information, Ocrevus® will compete favorably against Tysabri® in the relapsing, remitting multiple sclerosis market segment due to its high efficacy and convenient dosage form.

120

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Note 67




Royalty Pharma Contingent Milestone
Given
During the new market information for Ocrevus®, we used industry analyst estimates to reduce our first ten year growth forecasts from an average growth of approximately 3.4% in the fourth calendar quarter of 2015 to an average decline of approximately minus 2.0% in the third and fourth calendar quarters of 2016. In November 2016, we announced we were evaluating strategic alternatives for the Tysabri® financial asset. As ofended December 31, 2016, the financial asset was adjusted based on the strategic review and sale process. These effects, combined with the change in discount rate each quarter, led to a reduction in fair value of $204.4 million, $910.8 million, $377.4 million and $1.1 billion in the first, second, third and fourth quarters of 2016, respectively.

At December 31, 2015, and June 27, 2015, we performed an evaluation to assess the discount rate and general market conditions potentially affecting the fair value of our Tysabri® financial asset. As of December 31, 2015, had this discount rate increased or decreased by 0.5%, the fair value of the asset would have increased by $270.0 million or decreased by $260.0 million, respectively. As of June 27, 2015, had this discount rate increased or decreased by 0.5%, the fair value of the asset would have decreased by $260.0 million or increased by $290.0 million, respectively. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from those estimates. Quarterly, we assess the expected future cash flows and to the extent such payments are greater or less than initial estimates, or the timing of such payments is materially different than the original estimates, we will adjust the estimated fair value of the asset. As of December 31, 2015, if the expected royalty cash flows used in the estimation process had increased or decreased by 5.0%, the fair value of the asset would have increased by $270.0 million or decreased by $280.0 million, respectively. As of June 27, 2015, if the expected royalty cash flows used in the estimation process had increased or decreased by 5.0%, the fair value of the asset would have increased by $280.0 million or decreased by $280.0 million, respectively. In November 2016, we announced we were evaluating strategic alternatives for the Tysabri® financial asset. As of December 31, 2016, the financial asset was adjusted based on this strategic review and sale process.

On March 27, 2017, we announceddivested the completed divestment of our Tysabri® financial asset to Royalty Pharma for up to $2.85 billion, consisting of $2.2 billion in cash and up to $250.0 million and $400.0 million in contingent milestone payments if the royalties on global net sales of Tysabri® that are received by Royalty Pharma meetmet specific thresholds in 2018 and 2020, respectively. As a result of this transaction, we transferred the entire financial asset to Royalty Pharma and recorded a $17.1 million gain during the three months ended April 1, 2017. We elected to account for the contingent milestone payments using the fair value option method, and these were recorded at an estimated fair value of $134.5 million as of December 31, 2017. We chose the fair value option as we believe it will help investors understand the potential future cash flows we may receive associated with the two contingent milestones.


The following table below summarizes the change in our Consolidated Balance Sheet for the Tysabri® Financial Asset, which includes our fair value adjustment that is a Level 3 measurement under ASC 820 and is included in our Consolidated Statement of Operations for the years ended December 31, 2017 and December 31, 2016, six months ended December 31, 2015, and year ended June 27, 2015Royalty Pharma contingent milestone (in millions):
Year Ended
December 31,
2020
December 31,
2019
Beginning balance$95.3 $323.2 
Payments received(250.0)
Change in fair value(95.3)22.1 
Ending balance$$95.3 
 Year Ended Six Months Ended Year Ended
 December 31, 2017 December 31,
2016
 December 31,
2015
 June 27,
2015
Tysabri® financial asset
       
Beginning balance$2,350.0
 $5,310.0
 $5,420.0
 $5,680.0
Royalties earned
 (351.8) (167.3) (338.5)
Change in fair value
 (2,608.2) 57.3
 78.5
Divestitures(2,350.0) 
 
 
Ending balance$
 $2,350.0
 $5,310.0
 $5,420.0


Perrigo Company plc - Item 8
Note 6


Royalty Pharma Contingent Milestone Payments

We valued thevalue our contingent milestone payments from Royalty Pharma using a modified Black-Scholes Option Pricing Model ("BSOPM"). Key inputs in the BSOPM are the estimated volatility and rate of return of royalties on global net sales of Tysabri® that are received by Royalty Pharma over time until payment of the contingent milestone payments is completed. Volatilitymilestones are resolved. As of December 31, 2019, volatility and the estimated fair value of the milestones havehad a positive relationship such that higher volatility translatestranslated to a higher estimated fair value of the contingent milestone payments. InRate of return and the valuationestimated fair value of contingent milestone payments performed, we assumed volatility of 30.0% andthe milestones had an inverse relationship, such that a lower rate of return correlated with a higher estimated fair value of 8.07% as of December 31, 2017.the contingent milestone payments. We assess volatility and rate of return inputs quarterly by analyzing certain market volatility benchmarks and the risk associated with Royalty Pharma achieving the underlying projected royalties. The table below represents the volatility and rate of return:
Year Ended
December 31,
2019
Volatility30.0 %
Rate of return7.92 %

During the year ended December 31, 2017,2020, Royalty Pharma payments from Biogen for Tysabri® sales, as defined in the agreement between the parties, did not exceed the 2020 global net sales threshold of $351.0 million. Therefore, we are not entitled to receive the remaining contingent milestone payment of $400.0 million and, accordingly, wrote off the entire fair value of the remaining milestone payment related to 2020 of $95.3 million in Change in financial assets on the Consolidated Statements of Operations.

During the year ended December 31, 2019, the fair value of the Royalty Pharma contingent milestone payments decreased $42.0payment related to 2020 increased by $22.1 million as a resultto $95.3 million. These adjustments were driven by higher projected global net sales of the decrease inTysabri® and the estimated projected Tysabri® revenues due toprobability of achieving the launch of Ocrevus® late in the first quarter of 2017.

In addition, payment of theearn-out. There was no contingent milestone based on 2019 sales of Tysabri®. The Royalty Pharma payments is dependentfrom Biogen for Tysabri® were $337.5 million in 2018, which triggered the $250.0 million milestone payment received during the year ended December 31, 2019.

During the year ended December 31, 2018, royalties on global net sales of Tysabri®. Of received by Royalty Pharma met the $134.5 million of estimated fair valued contingent milestone payments as of December 31, 2017, $79.7 million and $54.8 million relates2018 threshold resulting in an increase to the 2018asset and 2020 contingent milestone payments, respectively. If Tysabri® global net sales do not meet the prescribed threshold in 2018, we will write off the $79.7a gain of $170.1 million asset as an expense to Change in financial assets on the Consolidated Statement of Operations. If the prescribed threshold is exceeded, we will write up the asset to $250 million and recognize income of $170.3 millionrecognized in Change in financial assets on the Consolidated Statement of Operations. If Tysabri® global net sales do not meetAlso during that period, the prescribed threshold in 2020, we will write offfair value of the $54.8 million asset as an expense to Change in financial assets on the Consolidated Statement of Operations. If the prescribed threshold is exceeded, we will write up the asset to $400.0 million and recognize income of $345.2 million in Change in financial assets on the Consolidated Statement of Operations.

Global Tysabri® net sales need to exceed $1.9 billion and $2.0 billion in 2018 and 2020, respectively in order for Royalty Pharma to receive the level of royalties needed to trigger the milestone payments owed to us.

See Note 1 for amounts recorded in our accounts receivable related to our Tysabri® financial asset.

The table below presents a reconciliation for theremaining Royalty Pharma contingent milestone payments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions). Changepayment related to 2020 increased $18.6 million due to higher projected global net sales of Tysabri® and the estimated probability of achieving the contingent milestone payment related to 2020.    

121

Perrigo Company plc - Item 8
Note 7


Contingent Consideration Payments

    The table below summarizes the change in fair value in the table was recorded in Change in financial assets on the Consolidated Statements of Operations.contingent consideration payments (in millions):
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
Beginning balance$11.9 $15.3 $22.0 
Changes in value1.3 (1.4)(1.5)
Currency translation adjustments(0.2)
Settlements and other adjustments(2.0)(5.0)
Ending balance$13.2 $11.9 $15.3 
 Year Ended
 December 31,
2017
Royalty Pharma Contingent Milestone Payments 
Beginning balance$
Additions184.5
Payments(8.0)
Change in fair value(42.0)
Ending balance$134.5


Interest Rate Swaps

The fair values of interest rate swaps are determined using a market approach, which utilizes values for comparable swap instruments.

Perrigo Company plc - Item 8
Note 6


Guarantee Liability Related to The Israel API Sale

On November 21, 2017, we completed the sale of our Israel API business to SK Capital (refer to Item 8. Note 2). As a result of the sale, we recognized a guarantee liability, which was classified as a level 3 liability. Per the agreement, we will be reimbursed for tax receivables for tax years prior to closing and will need to reimburse SK Capital for the settlement of any uncertain tax liability positions for tax years prior to closing. In addition, after closing and going forward, the Israel API business, will be assessed by and liable to the Israel Tax Authority ("ITA") for any audit findings. As of November 21, 2017, we are no longer the primary obligor on the liabilities transferred to SK Capital, however, we have provided a guarantee on certain obligations that were recorded at a fair value of $13.8 million, with a maximum possible payout of $34.9 million.

Contingent Consideration

Contingent consideration represents milestone payment obligations obtained through product acquisitions, which are valued using estimates based on probability-weighted outcomes, sensitivity analysis, and discount rates reflective of the risk involved. The estimates are updated quarterly and the liabilities are adjusted to fair value depending on a number of assumptions, including the competitive landscape and regulatory approvals that may impact the future sales of a product. We reduced a contingent consideration liability associated with certain IPR&D assets (refer to Note 3) and recorded a corresponding gain of $17.4 million during the year ended December 31, 2017. The liability decrease relates to a reduction of the probability of achievement assumptions and anticipated cash flows (refer to Note 2). In addition, we sold a certain IPR&D asset and the corresponding contingent consideration of $12.5 million was reduced. Purchases or additions for the year ended December 31, 2016 included contingent consideration associated with five transactions.
The table below presents a reconciliation for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions). Net realized losses in the table wereadjustments are recorded in Other operating expense (Income), net(income) on the Consolidated Statements of Operations.

 Year Ended Six Months Ended
 December 31,
2017
 December 31,
2016
 December 31,
2015
Contingent Consideration     
Beginning balance$69.9
 $17.9
 $
Net realized losses(19.5) (2.1) 
Purchases or additions
 56.7
 17.9
Divestiture(12.5) 
 
Currency translation adjustments1.5
 0.1
 
Settlements(17.4) (2.7) 
Ending balance$22.0
 $69.9
 $17.9
As of December 31, 2020, the contingent consideration payments liability was primarily comprised of sales-based milestones related to an IPR&D asset acquired in a prior transaction in our RX segment. The contingent consideration payments liability also included certain event-based milestones, which were immaterial. The fair value of our contingent consideration sales-based milestones as of December 31, 2020, was calculated using the following significant unobservable inputs:

Twelve Months Ended
December 31, 2020
Valuation TechniqueUnobservable Input
Range (Weighted Average)(1)
Contingent consideration payments: sales-based milestonesDiscounted cash flowProjected royalties$36.6 
Projected year of payment of sales-based milestones2021 - 2036 (2027)
Discount rate26.0 %

(1)    Unobservable inputs were weighted based on the relative estimated milestone payments.

The discount rate of 26.0% was based on our assessment of the rate of return and development and commercialization risk of the related IPR&D project. We reevaluate the significant unobservable inputs of the sales-based milestones quarterly based on project developments and changes in contingent elements of the liability.
Non-recurring Fair Value Measurements


The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period.


122

Perrigo Company plc - Item 8
Note 7


Goodwill and Indefinite-Lived Intangible Assets


We have six reporting units for which we assessRX U.S. Reporting Unit Goodwill

    When determining the goodwill in eachfair value of our RX U.S. reporting unit for impairment. We conductin the years ended December 31, 2020 and December 31, 2019, we utilized a combination of comparable company and discounted cash flow techniques. In our goodwill and indefinite-lived intangible asset impairment test on the first day of the fourth quarter, unless indications of impairment exists during an interim period. We utilize a comparable company market approach, weighted equally withwe considered observable market information and transactions for companies that we deemed to be of a comparable nature, scope, and size of our RX U.S. reporting unit (Level 2 inputs). Our cash flow projections included revenue assumptions related to new and existing products, plus gross margin and operating expenses based on the reporting unit’s growth plans (Level 3 inputs). In our discounted cash flow analysis, to determine the fair value of the reporting units. We utilize eitherwe used a relief from royalty method or a multi-period excess earnings method to value our indefinite-lived intangible assets. We use a consistent set of projected financial information for the goodwill and indefinite-lived asset impairment tests. The discounted cash flow analysis that we prepared for goodwill impairment testing purposes for the year ended December 31, 2017 included long-term growth rates ranging fromrate of 2.0% to 3.0%.0.0%, which assumes new product launches will, over time, offset decreases in cash flows of existing portfolio products with definite lives. We
Perrigo Company plc - Item 8
Note 6


also utilized used discount rates ranging from 7.5% to 13.5%, which were deemed to be commensurateof approximately 10% in these analyses. The discount rate correlates with the required investment return and risk involved in realizingthat we believe market participants would apply to the projected free cash flows of each reporting unit.growth rate. In addition, we burdened projected free cash flows with the capital spending deemed necessary to support the cash flows and applied blended jurisdictional tax rates ranging from 19.1% to 21.7%. We weighted indications of eachfair value resulting from the market approach and present value techniques, considering the reasonableness of the range of measurements and the point within the range that we determined was most representative of fair market conditions. In the determination of fair value of our RX U.S. reporting unit and appliedduring the tax rates that were applicable to the jurisdictions represented within each reporting unit. We recorded Impairment charges on the Consolidated Statements of Operationsthree months ended December 31, 2020, we also considered fair value indications related to Goodwillnegotiations for the sale of our RX business that we announced on March 1, 2021 within the weighted indication of fair value (refer to Note 4).

Generic product (equivalent to Benzaclin®)

     During the year ended December 31, 2019, we measured the impairment of our clindamycin and indefinite livedbenzoyl peroxide topical gel (generic equivalent to Benzaclin®), a definite-lived intangible assetsasset. We utilized a discounted cash flow technique to estimate the fair value of $1.1 billionthe asset. Significant valuation inputs and $849.5 million,assumptions relate to our projected future cash flows, including the total market size, our estimated market share, and our average selling price (refer to Note 4).

Licensed Pain Relief Products

    During the year ended December 31, 2019, we measured the impairment of certain pain relief products that we license from a third party, a definite-lived intangible asset. We determined the asset was fully impaired because the agreement with the licensor would not be extended upon expiration (refer to Note 4).
Evamist branded product

    When measuring the impairment of our Evamist branded product, a definite-lived intangible asset, during the year ended December 31, 2019, we utilized a discounted cash flow technique to estimate the fair value of the asset. Significant valuation inputs and assumptions relate to our projected future cash flows, including volume and average selling price (refer to Note 4).

Generic product

    When measuring the impairment of a certain definite-lived asset during the year ended December 31, 2019, we utilized a discounted cash flow technique to estimate the fair value of the asset. Significant valuation inputs and assumptions relate to our projected future cash flows, including the total market size, our estimated market share, and our average selling price (refer to Note 3 and Note 4).

Animal Health

    When determining the fair value of our animal health reporting unit for the year ended December 31, 2016, respectively. We recorded Impairment charges2018, we utilized a combination of comparable company market and discounted cash flow techniques. In our comparable company market approach, we considered observable market information and transactions for companies that we deemed to be of a comparable nature, scope, and size of animal health (Level 2 inputs). Our cash flow projections included revenue assumptions related to new products, product line extensions, and existing products, plus gross margin, advertising and promotion, and other operating expenses based on the Consolidated Statementsgrowth plans (Level 3 inputs). In our discounted cash flow analysis, we utilized projected sales growth rate and discount rate assumptions of Operations related2.5% and 9.8%, respectively. The discount rate correlates with the required investment return and risk that we believe market
123

Perrigo Company plc - Item 8
Note 7


participants would apply to the projected growth. In addition, we burdened projected free cash flows with the capital spending deemed necessary to support the cash flows and applied the jurisdictional tax rate of 22.8%. We weighted indications of fair value resulting from the market approach and present value techniques, considering the reasonableness of the range of measurements and the point within the range that we determined was most representative of fair market conditions (refer to Note 4).

    When assessing our animal health indefinite-lived intangible assets of $185.1 millionasset for the six monthsyear ended December 31, 2015. As of December 31, 2017, the remaining goodwill and indefinite-lived asset balances were $4.2 billion and $90.3 million, respectively (refer to Note 3).

Definite-Lived Intangible Assets

When assessing our definite-lived assets for impairment,2018, we utilize eitherutilized a multi-period excess earnings method or a relief from royalty method("MPEEM") to determine the fair value of the intangible asset. Our cash flow projections included revenue assumptions related to new products, product line extensions, and existing products. We utilized long-term growth rate and discount rate assumptions of (0.3)% and 9.8%, respectively, and we applied a jurisdictional tax rate of 22.8% (refer to Note 4).

    When assessing our animal health definite-lived assets for impairment for the year ended December 31, 2018, we utilized a combination of MPEEM and relief from royalty methods to determine the fair values of definite-lived assets within the asset group. The projected financial information, inputs, and use the forecasts that areassumptions utilized were consistent with those usedutilized in the reporting unit analysis. We conduct our definite-lived intangible asset impairment test quarterly when indications of impairment exists. Below is a summary of the various metrics used in our valuations:
Year Ended
December 31, 2017
Lumara
5-year average growth rate(4.1)%
Discount rate13.5%
Valuation methodMPEEM
 Year Ended
 December 31, 2016
 Omega - Lifestyle Omega -
XLS
 
Entocort® - Branded Products
 
Entocort® - AG Products
 Herron Trade Names and Trademarks
5-year average growth rate2.5% 3.2% (31.7)% (30.4)% 4.6%
Long-term growth rates2.0% NA (10.0)% (4.7)% 2.5%
Discount rate9.3% 9.5% 13.0% 10.5% 10.8%
Royalty rateNA 4.0% NA NA 11.0%
Valuation methodMPEEM Relief from Royalty MPEEM MPEEM Relief from Royalty

We recorded Impairment charges on the Consolidated Statements of Operations related to definite-lived intangible assets of $665.6 million during the year endedDecember 31, 2016. These impairments were primarily recorded in our BCH and RX goodwill reporting unitsdiscounted cash flow analysis described above (refer to Note 34 for a additional detail on impaired definite-lived intangible assets)).
Perrigo Company plc - Item 8
Note 6


Fixed Rate Long-term Debt


Our fixed rate long-term debt consisted of public bonds, a private placement note and retail bonds as followsthe following (in millions):
Year Ended
December 31,
2020
December 31,
2019
Level 1Level 2Level 1Level 2
Public bonds
Carrying value (excluding discount)$2,760.0 $— $2,600.0 $— 
Fair value$3,031.1 $— $2,618.4 $— 
Private placement note
Carrying value (excluding premium)$— $164.9 $— $151.4 
Fair value$— $177.5 $— $168.4 
   Year Ended
 Fair Value Hierarchy December 31,
2017
 December 31,
2016
 December 31,
2015
        
Public bondsLevel 1      
Carrying value  $2.6
 $4.6
 $3.9
Fair value  $2.7
 $4.6
 $3.8
        
Retail bonds and private placement noteLevel 2      
Carrying value (excluding premium)  $306.0
 $773.1
 $798.3
Fair value  $342.1
 $825.0
 $859.8
Premium  $21.4
 $49.8
 $82.5


The fair values of our public bonds for all periods were based on quoted market prices. The fair values of our retail bonds and private placement note for all periods were based on interest rates offered for borrowings of a similar nature and remaining maturities.


The carrying amounts of our other financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, short-term debt, revolving credit agreements, promissory notes related to our equity method investment in Kazmira, and variable rate long-term debt, approximate their fair value.


NOTE 78 - INVESTMENTS


Available    The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions):
Year Ended
Measurement CategoryBalance Sheet LocationDecember 31,
2020
December 31, 2019
Fair value methodPrepaid expenses and other current assets$2.5 $6.6 
Fair value method(1)
Other non-current assets$1.9 $2.3 
Equity methodOther non-current assets$69.8 $17.8 

(1) Measured at fair value using the Net Asset Value practical expedient.
124

Perrigo Company plc - Item 8
Note 8

    The following table summarizes the expense (income) recognized in earnings of our equity securities (in millions):
Year Ended
Measurement CategoryIncome Statement LocationDecember 31,
2020
December 31,
2019
December 31,
2018
Fair value methodOther (income) expense, net$3.0 $4.9 $9.5 
Equity methodOther (income) expense, net$(3.0)$(2.7)$(2.7)

On June 17, 2020, we announced our entrance into the cannabidiol (“CBD”) market through a strategic investment in and long-term supply agreement with Kazmira LLC ("Kazmira"), a leading supplier of hemp-based CBD products free of tetrahydrocannabinol (“zero-THC”) based in Watkins, Colorado. In addition to the supply agreement, we acquired an approximate 20% equity stake in Kazmira for Sale Securities$50.0 million with $15.0 million paid at close of the transaction and the balance due within 18 months thereafter, reported in our CSCA segment (refer to Note 11). Our minority equity investment initiates the first phase of the partnership in which we will collaborate to scale-up Kazmira’s facilities and laboratories, in accordance with current Good Manufacturing Practices, to produce zero-THC CBD from industrial hemp that meets our standards for reliability and consistency. In the second phase of the partnership, we will work to launch zero-THC hemp-based CBD products in a number of global markets, while leveraging our supply agreement with Kazmira, which is exclusive for the U.S. store brand market. We will report our equity method earnings from Kazmira in our Consolidated Financial Statements on a quarterly lag.


OurOn January 1, 2018, as a result of the adoption of ASU 2016-01 Financial Instruments - Recognition and Measurement of Financial Assets and Liabilities ("ASU 2016-01"), we made a $1.0 million cumulative-effect adjustment to Retained earnings (accumulated deficit) net of tax that consisted of net unrealized losses on previously classified as available for sale securities are reported in Prepaid expenses and other current assets. Unrealized investment gains (losses) on available for sale securities were as follows (in millions):from OCI.

 Year Ended Six Months Ended
 December 31,
2017
 December 31,
2016
 December 31,
2015
Equity securities, at cost less impairments$15.5
 $16.5
 $6.4
Gross unrealized gains1.5
 21.7
 9.3
Gross unrealized losses
 
 (0.8)
Estimated fair value of equity securities$17.0
 $38.2
 $14.9

The factors affecting the assessment of impairments include both general financial market conditions and factors specific to a particular company. We recorded impairment charges of $1.8 million and $10.7 million during the year ended December 31, 2016, and the six months ended December 31, 2015, respectively, related to other-than-temporary impairments of marketable equity securities due to prolonged losses incurred on each of the investments.

We have evaluated the near-term prospects of the equity securities in relation to the severity and duration of any impairments, and based on that evaluation, we have the ability and intent to hold these investments until a recovery of fair value.

We sold a number of our investment securities and recorded gains of $1.6 million and $1.0 million during the years ended December 31, 2017 and December 31, 2016, respectively. The gains were reclassified out of AOCI and into earnings.

Perrigo Company plc - Item 8
Note 7



Cost Method Investments

Our cost method investments totaled $6.3 million, $6.9 million, and $6.9 million at December 31, 2017, December 31, 2016, and December 31, 2015, respectively, and were included in Other non-current assets. During the year ended December 31, 2017, due to significant and prolonged losses incurred by one of our cost method investments, we recorded a $1.0 million impairment charge in Other (income) expense, neton theConsolidated Statements of Operations.

Equity Method Investments

Our equity method investments totaled $4.9 million, $4.6 million, and $45.5 million at December 31, 2017, December 31, 2016, and December 31, 2015, respectively, and were included in Other non-current assets. We recorded net gains of $0.3 million, and net losses of $4.1 million, $5.4 million, and $11.6 million during the years ended December 31, 2017 and December 31, 2016, the six months ended December 31, 2015, and the year endedJune 27, 2015, respectively, for our proportionate share of the equity method investment earnings or losses. The gains and losses were recorded in Other (income) expense, net on the Consolidated Statements of Operations.

During the year ended December 31, 2016, one of our equity method investments became publicly traded. As a result, we transferred the $15.5 million investment to available for sale and recorded an $8.7 million unrealized gain, net of tax in Other Comprehensive Income ("OCI"). In addition, due to significant and prolonged losses incurred on one of our equity method investments, we recorded a $22.3 million impairment charge in Other (income) expense, net on the Consolidated Statements of Operations.

NOTE 89 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We enter into certain derivative financial instruments, when availableCross Currency Swaps

In a cross-currency swap, interest payments and principal in one currency are exchanged for principal and interest payments in a different currency. Interest payments are exchanged at fixed intervals during the life of the agreement. Changes in the fair value of cross-currency swaps designated as net investment hedges are recognized as a component of OCI as a foreign currency translation adjustment and are recognized in earnings only upon the sale or substantial liquidation of the hedged net investment. In assessing the effectiveness of these hedges, we use a method based on a cost-effective basis, to mitigate our risk associated with changes in interestspot rates andto measure the impact of the foreign currency exchange rates as follows:

Interest rate risk management - We are exposed tofluctuations on both our foreign subsidiary net investment and the impact of interest rate changes through our cash investments and borrowings. We utilize a variety of strategies to manage the impact ofrelated swap. Under this method, changes in interest rates including using a mix of debt maturities along with both fixed-rate and variable-rate debt. In addition, we may enter into treasury-lock agreements and interest rate swap agreements on certain investing and borrowing transactions to manage our exposure to interest rate changes and our overall cost of borrowing.

Foreign currency exchange risk management - We conduct business in several major currencies other than the U.S. dollar and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce cash flow volatility associated with foreign exchange rate changes on a consolidated basis to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments, and anticipated foreign currency sales and expenses.
All derivative instruments are managed on a consolidated basis to efficiently net exposures and thus take advantage of any natural offsets. Gains and losses related to the derivative instruments are expected to be offset largely by gains and losses on the original underlying asset or liability. We do not use derivative financial instruments for speculative purposes.

    All of our designated derivatives were classified as cash flow hedges as of December 31, 2017, December 31, 2016, and December 31, 2015. Designated derivatives meet hedge accounting criteria, which means the fair value of the hedge ishedging instrument, other than those due to changes in the spot rate, are initially recorded in shareholders’ equityOCI as a translation adjustment. The excluded component of OCI,is recognized on a systematic and rational basis by accruing the swap payments and receipts within Interest expense, net.

On August 15, 2019, we entered into a cross-currency swap designated as a net of tax. The deferred gains and losses are recognized in income ininvestment hedge to hedge the period in which the hedged item affects earnings. Any ineffective portion of the change in fair value of the derivative is immediately recognized in earnings. AllEuro currency exposure of our designated derivativesnet investment in European operations. This agreement is a contract to exchange floating-rate Euro payments for floating-rate U.S. dollar payments through August 15, 2022. The payments are assessed for hedge effectivenessbased on a notional basis of €450.0 million ($498.0 million) and settle quarterly.

We also have economic non-designated derivatives that do not meet hedge accounting criteria. These derivative instruments are adjusted to current market value at the end of each period through earnings. Gains or losses on these instruments are offset substantially by the remeasurement adjustment on the hedged item.    

Perrigo Company plc - Item 8
Note 8



Interest Rate Swaps and Treasury Locks


Interest rate swap agreements are contracts to exchange floating rate for fixed rate payments (or vice versa) over the life of the agreement without the exchange of the underlying notional amounts. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.

During the three months ended July 1, 2017, we repaid $584.4 million of senior notes with an interest rate of 4.000% due 2023 and $309.5 million of senior notes with an interest rate of 5.300% due 2043 (refer to Note 10). As a result of the senior note repayments on June 15, 2017, the proportionate amount remaining in OCI related to the pre-issuance hedge was reclassified to earnings. Accordingly, we recorded a loss of $5.9 million in Other expense, net, during the three months ended July 1, 2017 for the amount remaining in OCI.

During the six months ended December 31, 2015, we entered into a forward interest rate swap to hedge against changes in the benchmark interest rate between the date the interest rate swap was entered into and the date of expected future debt issuance. The interest rate swap was There were no active designated as a cash flow hedge and had a notional amount totaling $200.0 million. The interest rate swap was settled upon the issuance of an aggregate $1.2 billion principal amount of senior notes on March 7, 2016 for a cumulative after-tax loss of $7.0 million in OCI during the three months ended April 2, 2016.

During the year ended June 27, 2015, we repaid a $300.0 million term loan with floating interest rates priced off the LIBOR yield curve (refer to Note 10). As a result of the term loan repayment on June 24, 2015, the forward interest rate swap agreements with notional amounts totaling $240.0 million that were in place to hedge the change in the LIBOR rate were terminated as well. We recorded a loss of $3.6 million in Other expense, net, during the year ended June 27, 2015 for the amount remaining in AOCI when the hedges were terminated.

In connection with the Omega acquisition, we assumed a $20.0 million private placement note. We also assumed an interest rate swap agreement with a notional amount totaling $20.0 million that was in place to hedge the cross currency exchange differences between the U.S. dollar and the euro on the above-mentioned debt. On May 29, 2015, we repaid the loan and the interest rate swap. We also assumed €500.0 million ($544.5 million) of debt under Omega's revolving credit facility, as well as an interest rate swap agreement with a notional amount of €135.0 million ($147.0 million) that was in place to hedge the change in the floating rate on that credit facility. On April 8, 2015, we repaid the loan and terminated the interest rate swap. Because bothor non-designated interest rate swaps mentioned above were recordedas of December 31, 2020 and December 31, 2019.

Foreign Currency Forwards

In a foreign currency forward, a contract is written to exchange currencies at fair market value on the date of termination, no gain or loss was recorded. For more information on the acquired debt and termination (refer to Note 10).

During the year ended June 27, 2015, we entered into forward interesta fixed exchange rate swaps and treasury locks (together "Rate Locks") to hedge against changes in the interest rates between the date the Rate Locks were entered into and the date of the issuance of our 2014 Bonds (refer to Note 10). These Rate Locks were designatedat a future settlement date. We designate foreign currency forwards primarily as cash flow hedges to protect against
125

Perrigo Company plc - Item 8
Note 9

foreign currency fluctuations of expected future debt issuances with a notional amount totaling $750.0 million.probable forecasted purchases and sales. The Rate Locks were settled upon the issuancesettlement dates of an aggregate $1.6 billion principal amount of our 2014 Bonds on December 2, 2014 for a cumulative after-tax loss of $5.8 million in OCI after recording $1.1 million of ineffectivenessforeign currency forwards range from 1 to Other expense, net, during the year ended June 27, 2015.60 months.


Foreign Currency Derivatives

We enter into foreign currency forward contracts both designated and non-designated, in order to manage the impact of foreign exchange fluctuations on expected future purchases and related payables denominated in a foreign currency,were as well as to hedge the impact of foreign exchange fluctuations on expected future sales and related receivables, and expected future royalties denominated in a foreign currency. Both types of forward contracts have a maximum maturity date of 18 months. The total notional amount for these contracts was $592.3 million, $533.5 million, and $755.5 million, as of December 31, 2017, December 31, 2016, and December 31, 2015, respectively.follows (in millions):

Notional Amount
December 31,
2020
December 31,
2019
Israeli Shekel (ILS)$436.5 $712.7 
European Euro (EUR)312.6 157.6 
United States Dollar (USD)101.5 92.4 
British Pound (GBP)92.3 86.9 
Danish Krone (DKK)65.2 51.7 
Chinese Yuan (CNY)49.1 20.9 
Swedish Krona (SEK)41.2 42.0 
Canadian Dollar (CAD)36.8 41.3 
Polish Zloty (PLZ)21.8 21.5 
Mexican Peso (MPX)15.6 9.7 
Australian Dollar (AUD)11.3 1.2 
Switzerland Franc (CHF)8.2 4.1 
Norwegian Krone (NOK)7.9 6.6 
Romanian New Leu (RON)3.6 2.3 
Other6.2 6.3 
Total$1,209.8 $1,257.2 
In June 2015, in order to economically hedge the foreign currency exposure associated with the planned payment of the euro-denominated GSK Products acquisition (refer to Note 2), we entered into a non-designated
Perrigo Company plc - Item 8
Note 8


option contract to protect against a strengthening of the euro relative to the U.S. dollar. We recorded losses of $1.9 million for the change in fair value of the option contract during the year ended June 27, 2015 in Other expense, net. Because these derivatives were economically hedging future acquisitions, the cash outflows associated with their settlement are shown as investing activity on the Consolidated Statements of Cash Flows.

In November 2014, in order to economically hedge the foreign currency exposure associated with the planned payment of the euro-denominated purchase price of Omega, we entered into non-designated option contracts with a total notional amount of €2.0 billion. The option contracts settled in December 2014, resulting in a loss of $26.4 million. The option contracts were replaced with non-designated forward contracts that matured during the three months ended March 28, 2015. We recorded losses of $298.1 million during the year ended June 27, 2015 related to the settlement of the forward contracts.Both losses were recorded primarily in Other expense, net. The losses on the derivatives due to changes in the euro to U.S. dollar exchange rates were economically offset at closing in the final settlement of the euro-denominated Omega purchase price.


Effects of Derivatives on the Financial Statements
    
The below tables indicate the effects of all derivative instruments on the Consolidated Financial Statements. All amounts exclude income tax effects and are presented in millions.effects.


The balance sheet location and gross fair value of our outstanding derivative instruments were as follows:
follows (in millions):
Asset Derivatives
 Asset DerivativesFair Value
 Fair ValueYear Ended
Balance Sheet Location December 31,
2017
 December 31,
2016
 December 31,
2015
Balance Sheet LocationDecember 31,
2020
December 31,
2019
Designated derivatives:      
Designated derivativesDesignated derivatives
Foreign currency forward contractsOther current assets $4.1
 $3.1
 $3.8
Foreign currency forward contractsPrepaid expenses and other current assets$13.2 $1.0 
Non-designated derivatives:      
Foreign currency forward contractsOther current assets $2.2
 $0.7
 $1.0
Foreign currency forward contractsOther non-current assets0.5 
Cross-currency swapCross-currency swapOther non-current assets6.3 26.3 
Total designated derivativesTotal designated derivatives$20.0 $27.3 
Non-designated derivativesNon-designated derivatives
Foreign currency forward contractsForeign currency forward contractsPrepaid expenses and other current assets$7.8 $3.3 

126
   Liability Derivatives
   Fair Value
 Balance Sheet Location December 31,
2017
 December 31,
2016
 December 31,
2015
Designated derivatives:       
Foreign currency forward contractsAccrued liabilities $1.4
 $3.0
 $2.0
Interest rate swap agreementsOther non-current liabilities 
 
 0.3
Total designated derivatives  $1.4
 $3.0
 $2.3
Non-designated derivatives:       
Foreign currency forward contractsAccrued liabilities $2.4
 $2.0
 $1.9

The gains (losses) recorded in OCI for the effective portion of our designated cash flow hedges were as follows:

  Amount of Gain/(Loss) Recorded in OCI
(Effective Portion)
  Year Ended Six Months Ended Year Ended
Designated Cash Flow Hedges December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
Treasury locks $
 $
 $
 $(2.7)
Interest rate swap agreements 
 (9.0) (0.3) (10.1)
Foreign currency forward contracts 9.4
 2.1
 1.7
 (7.7)
  $9.4
 $(6.9) $1.4
 $(20.5)

Perrigo Company plc - Item 8
Note 89



Liability Derivatives
Fair Value
Year Ended
Balance Sheet LocationDecember 31,
2020
December 31,
2019
Designated derivatives
Foreign currency forward contractsOther accrued liabilities$5.8 $4.7 
Non-designated derivatives
Foreign currency forward contractsOther accrued liabilities$2.4 $3.7 

The gains (losses) reclassified from AOCI into earnings forfollowing tables summarize the effective portioneffect of ourderivative instruments designated cash flow hedges were as follows:hedging instruments in Accumulated Other Comprehensive Income ("AOCI") (in millions):
Year Ended
December 31, 2020
Instrument
Amount of Gain/(Loss) Recorded in OCI(1)
Classification of Gain/(Loss) Reclassified from AOCI into EarningsAmount of Gain/(Loss) Reclassified from AOCI into EarningsClassification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness TestingAmount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Cash flow hedges
Treasury locks$Interest expense, net$(0.1)Interest expense, net$
Interest rate swap agreementsInterest expense, net(1.8)Interest expense, net
Foreign currency forward contracts7.3 Net sales0.2 Net sales0.1 
Cost of sales2.9 Cost of sales1.1 
Other (income) expense, net0.5 
$7.3 $1.2 $1.7 
Net investment hedges
Cross-currency swap$(20.0)Interest expense, net$6.6 
Foreign currency forward contract(11.2)Interest expense, net(0.1)
$(31.2)$6.5 
    Amount of Gain/(Loss) Reclassified from AOCI into Earnings
(Effective Portion)
    Year Ended Six Months Ended Year Ended
Designated Cash Flow Hedges 
Income Statement
Location
 December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
Treasury locks Interest expense, net $(0.1) $(0.1) $
 $(0.1)
Interest rate swap agreements Interest expense, net (2.1) (2.3) (0.8) (16.4)
  Other expense (Income), net (6.0) 
 
 
Foreign currency forward contracts Net sales 1.5
 1.3
 (1.8) 1.9
  Cost of sales 5.6
 3.0
 0.8
 (4.2)
  Interest expense, net (2.6) (1.6) (0.4) 
  Other expense (Income), net (1.5) 0.4
 1.1
 (4.4)
    $(5.2) $0.7
 $(1.1) $(23.2)


The net(1) Net loss of tax amount$6.4 million is expected to be reclassified out of AOCI into earnings during the next 12 months is a $5.5 million gain.months.


The gains (losses) recognized against earnings for the ineffective portion of our designated cash flow hedges were as follows:
127

Perrigo Company plc - Item 8
Note 9

Year Ended
 Amount of Gain/(Loss) Recognized against Earnings
(Ineffective Portion)
December 31, 2019
InstrumentInstrumentAmount of Gain/(Loss) Recorded in OCIClassification of Gain/(Loss) Reclassified from AOCI into EarningsAmount of Gain/(Loss) Reclassified from AOCI into EarningsClassification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness TestingAmount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Cash flow hedgesCash flow hedges
Treasury locksTreasury locks$Interest expense, net$(0.1)Interest expense, net$
 Year Ended Six Months Ended Year Ended
Designated Cash Flow Hedges 
Income Statement
Location
 December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
Treasury locks Other expense (Income), net $
 $
 $
 $(0.4)
Interest rate swap agreements Other expense (Income), net 
 (0.1) 
 (0.7)Interest rate swap agreementsInterest expense, net(1.8)Interest expense, net
Foreign currency forward contracts Net sales 0.2
 (0.1) (0.1) (0.1)Foreign currency forward contracts(1.2)Net sales2.5 Net sales(2.1)
 Cost of sales 0.1
 (0.1) 0.2
 0.2
Cost of sales0.1 Cost of sales(1.5)
 Other expense, net 1.0
 $0.6
 
 
$(1.2)$0.7 $(3.6)
Total $1.3
 $0.3
 $0.1
 $(1.0)
Net investment hedgesNet investment hedges
Cross-currency swapCross-currency swap$31.2 Interest expense, net$4.9 

Year Ended
December 31, 2018
Effective Portion
InstrumentAmount of Gain/(Loss) Recorded in OCIClassification of Gain/(Loss) Reclassified from AOCI into EarningsAmount of Gain/(Loss) Reclassified from AOCI into Earnings
Treasury locks$Interest expense, net$(0.1)
Interest rate swap agreementsInterest expense, net(1.8)
Foreign currency forward contracts(9.1)Net sales0.5 
Cost of sales1.9 
Interest expense, net(4.8)
Other (income) expense, net2.1 
$(9.1)$(2.2)

    
The effectsamounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Consolidated Statements of Operations were as follows:follows (in millions):
Year Ended
Non-Designated DerivativesIncome Statement LocationDecember 31,
2020
December 31,
2019
December 31,
2018
Foreign currency forward contractsOther (income) expense, net$(10.0)$(25.4)$7.6 
Interest expense, net6.2 1.8 (1.0)
$(3.8)$(23.6)$6.6 

128
    Amount of Gain/(Loss) Recognized in Income
    Year Ended Six Months Ended Year Ended
Non-Designated Derivatives 
Income Statement
Location
 December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
Foreign currency forward contracts Other expense (Income), net $12.6
 $(2.4) $(8.0) $(295.4)
  Interest expense, net (5.3) (2.2) (0.7) (3.4)
Foreign exchange option contracts Other expense (Income), net 
 
 
 (26.4)
Total   $7.3
 $(4.6) $(8.7) $(325.2)

NOTE 9 - ASSETS HELD FOR SALE

Our India API business was classified as held-for-sale beginning as of December 31, 2015. We recorded impairment charges totaling $6.3 million and $29.0 million during the years ended December 31, 2016 and December 31, 2015, respectively, after determining the carrying value of the India API business exceeded its fair

Perrigo Company plc - Item 8
Note 9



    The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions):
value less the cost to sell. On April 6, 2017, we completed the sale
Year Ended
December 31, 2020
Net SalesCost of SalesInterest Expense, netOther (Income) Expense, net
Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded$5,063.3 $3,248.1 $131.2 $17.2 
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings$0.2 $2.9 $$
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach$0.1 $1.1 $$0.5 
Treasury locks
Amount of gain or (loss) reclassified from AOCI into earnings$$$(0.1)$
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings$$$(1.8)$

Year Ended
December 31, 2019
Net SalesCost of SalesInterest Expense, netOther (Income) Expense, net
Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded$4,837.4 $3,064.1 $121.7 $(66.0)
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings$2.5 $0.1 $$
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach$(2.1)$(1.5)$$
Treasury locks
Amount of gain or (loss) reclassified from AOCI into earnings$$$(0.1)$
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings$$$(1.8)$
129

Perrigo Company plc - Item 8
Note 10

NOTE 10 - LEASES

    The balance sheet locations of our India API business (refer to Note 2). lease assets and liabilities were as follows (in millions):
AssetsBalance Sheet LocationDecember 31,
2020
December 31,
2019
OperatingOperating lease assets$186.0 $129.9 
FinanceOther non-current assets31.0 27.6 
Total$217.0 $157.5 
LiabilitiesBalance Sheet LocationDecember 31,
2020
December 31,
2019
Current
OperatingOther accrued liabilities$34.0 $32.0 
FinanceCurrent indebtedness7.2 3.4 
Non-Current
OperatingOther non-current liabilities159.3 101.7 
FinanceLong-term debt, less current portion20.8 21.1 
Total$221.3 $158.2 
The India API businessbelow table shows our lease assets and liabilities by reporting segment (in millions):
AssetsLiabilities
OperatingFinancingOperatingFinancing
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
CSCA$22.8 $22.4 $16.7 $16.8 $23.2 $22.8 $17.0 $16.6 
CSCI34.4 41.6 5.9 5.8 35.2 42.4 2.5 2.9 
RX84.4 35.1 1.2 0.8 85.1 36.3 1.1 0.8 
Unallocated44.4 30.8 7.2 4.2 49.8 32.2 7.4 4.2 
Total$186.0 $129.9 $31.0 $27.6 $193.3 $133.7 $28.0 $24.5 
Lease expense was reported in our Other segment.as follows (in millions):

Year Ended
December 31,
2020
December 31,
2019
Operating leases(1)
$43.4 $43.7 
Finance leases
Amortization$4.8 $3.2 
Interest0.8 0.6 
Total finance leases$5.6 $3.8 
During the three months ended October 1, 2016, management committed to a plan to sell certain fixed assets associated with our animal health pet treats plant. Such assets were classified as held-for-sale beginning at October 1, 2016. On February 1, 2017, we completed the sale of our animal health pet treats plant fixed assets (refer to Note 2). We determined that the carrying value of the fixed assets associated with our animal health pet treats plant exceeded the fair value less the cost to sell. We recorded impairment charges totaling $3.7 million during
    (1) Includes short-term leases and variable lease costs, which are immaterial.
    Total operating lease expense for the year ended December 31, 2016.2018 was $51.2 million.
130

Perrigo Company plc - Item 8
Note 10


    The assets associated withannual future maturities of our animal health pet treats plant were reported in our CHCA segment.

The assets held-for-sale were reported within Prepaid expenses and other current assets and liabilities held-for-sale were reported in Accrued liabilities. The amounts consistedleases as of the followingDecember 31, 2020 are as follows (in millions):

Operating LeasesFinance LeasesTotal
2021$40.0 $7.8 $47.8 
202231.3 5.0 36.3 
202323.2 3.1 26.3 
202419.9 1.7 21.6 
202517.9 1.5 19.4 
After 202592.0 13.2 105.2 
Total lease payments224.3 32.3 256.6 
Less: Interest31.0 4.3 35.3 
Present value of lease liabilities$193.3 $28.0 $221.3 
`

    Our weighted average lease terms and discount rates are as follows:
December 31,
2020
December 31,
2019
Weighted-average remaining lease term (in years)
Operating leases10.006.56
Finance leases8.5610.33
Weighted-average discount rate
Operating leases3.24 %4.11 %
Finance leases3.05 %3.47 %

    Our lease cash flow classifications are as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases$41.9 $43.9 
Operating cash flows for finance leases$0.8 $0.6 
Financing cash flows for finance leases$4.4 $3.0 
Leased assets obtained in exchange for new finance lease liabilities$7.6 $20.2 
Leased assets obtained in exchange for new operating lease liabilities$86.9 $10.3 



131
 December 31,
2016
 CHCA Other
Assets held for sale   
Current assets$
 $5.1
Goodwill
 5.5
Property, plant and equipment13.5
 33.2
Other assets
 3.8
Less: impairment reserves(3.7) (35.3)
Total assets held for sale$9.8
 $12.3
Liabilities held for sale   
Current liabilities$0.1
 $1.9
Other liabilities
 1.9
Total liabilities held for sale$0.1
 $3.8


Perrigo Company plc - Item 8
Note 1011



NOTE 1011 - INDEBTEDNESS


Total borrowings outstanding are summarized as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
Term loan
2019 Term loan due August 15, 2022$600.0 $600.0 
Notes and bonds
CouponDue
3.500%
March 15, 2021(4)
$$280.4 
3.500%
December 15, 2021(1)
309.6 
*5.105%
July 28, 2023(3)
164.9 151.4 
4.000%
November 15, 2023(2)
215.6 215.6 
3.900%
December 15, 2024(1)
700.0 700.0 
4.375%
March 15, 2026(4)
700.0 700.0 
3.150%
June 15, 2030(5)
750.0 
5.300%
November 15, 2043(2)
90.5 90.5 
4.900%
December 15, 2044(1)
303.9 303.9 
Total notes and bonds2,924.9 2,751.4 
Other financing58.6 24.6 
Unamortized premium (discount), net(0.3)7.3 
Deferred financing fees(17.1)(14.1)
Total borrowings outstanding3,566.1 3,369.2 
Current indebtedness(37.8)(3.4)
Total long-term debt less current portion$3,528.3 $3,365.8 
     December 31,
2017
 December 31,
2016
 December 31,
2015
Revolving credit agreements       
 2015 Revolver$
 $
 $380.0
 2014 Revolver
 
 300.0
 Total revolving credit agreements
 
 680.0
Term loans       
*2014 term loan due December 5, 2019420.0
 420.7
 488.8
Notes and bonds       
 CouponDue       
 1.300%November 8, 2016
(2) 
 
 
 500.0
*4.500%May 23, 2017
(3) 
 
 189.3
 195.5
*5.125%December 12, 2017
(3) 
 
 315.6
 325.8
 2.300%November 8, 2018
(2) 
 
 600.0
 600.0
*5.000%May 23, 2019
(3) 
 144.0
 126.2
 130.3
 3.500%March 15, 2021
(4) 
 280.4
 500.0
 
 3.500%December 15, 2021
(1) 
 309.6
 500.0
 500.0
*5.105%July 19, 2023
(3) 
 162.0
 142.0
 146.7
 4.000%November 15, 2023
(2) 
 215.6
 800.0
 800.0
 3.900%December 15, 2024
(1) 
 700.0
 700.0
 700.0
 4.375%March 15, 2026
(4) 
 700.0
 700.0
 
 5.300%November 15, 2043
(2) 
 90.5
 400.0
 400.0
 4.900%December 15, 2044
(1) 
 303.9
 400.0
 400.0
 Total notes and bonds  2,906.0
 5,373.1
 4,698.3
Other financing11.7
 3.6
 128.2
Unamortized premium (discount), net21.4
 33.0
 73.4
Deferred financing fees(17.9) (33.1) (36.6)
Total borrowings outstanding3,341.2
 5,797.3
 6,032.1
 Current indebtedness(70.4) (572.8) (1,060.5)
Total long-term debt less current portion$3,270.8
 $5,224.5
 $4,971.6


(1)    Discussed below collectively as the "2014 Notes"
(1)Discussed below collectively as the "2014 Notes."
(2)Discussed below collectively as the "2013 Notes."
(3)Debt assumed from Omega.
(4)Discussed below collectively as the "2016 Notes."

(2)    Discussed below collectively as the "2013 Notes"
*Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate.
(3)    Debt assumed from Omega
(4)    Discussed below collectively as the "2016 Notes"
(5)    Discussed below as the "2020 Notes"

*    Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate.
    
We entered into amendments on March 16, 2017 related to the 2014 Revolver and the 2014 Term Loan, providing for additional time to deliver certain financial statements, as well as the modification of certain financial and other covenants. We also entered into additional amendments to the 2014 Revolver and the 2014 Term Loan on April 25, 2017 to modify provisions of such agreements necessary as a result of the correction in accounting related to the Tysabri® financial asset, as well as waivers of any default or event of default that may arise from any restatement of or deficiencies in our financial statements for the periods specified in such amendments and waivers. No default or event of default existed prior to entering into these amendments and waivers. We are in compliance with all covenants under our debt agreements as of December 31, 2017.2020.
Perrigo Company plc - Item 8
Note 10



Revolving Credit Agreements


On March 8, 2018, we entered into a $1.0 billion revolving credit agreement maturing on March 8, 2023 (the "2018 Revolver"). There were 0 borrowings outstanding under the 2018 Revolver as ofDecember 9, 2015, our 100% owned finance subsidiary,31, 2020 or December 31, 2019.

132

Perrigo Company plc - Item 8
Note 11


Term Loans

    On March 8, 2018, we refinanced the €350.0 million outstanding under the previous term loan with the proceeds of a new €350.0 million ($431.0 million) term loan, maturing March 8, 2020 (the "2018 Term Loan"). As a result of the refinancing during the three months ended March 31, 2018, we recorded a loss of $0.5 million, consisting of the write-off of deferred financing fees in Loss on extinguishment of debt on the Consolidated Statements of Operations. During the year ended December 31, 2019, we made $24.7 million in scheduled principal payments. On August 15, 2019, we refinanced the €284.4 million ($317.1 million) outstanding under the 2018 Term Loan with the proceeds of a new $600.0 million term loan, maturing on August 15, 2022 (the "2019 Term Loan"). As a result of the refinancing, during the year ended December 31, 2019, we recorded a loss of $0.2 million, consisting of the write-off of deferred financing fees in Loss on extinguishment of debt on the Consolidated Statements of Operations.

Notes and Bonds

2020 Notes and Notes Redemption

On June 19, 2020, Perrigo Finance Unlimited Company ("Perrigo Finance"), entered into a public unlimited company incorporated under the laws of Ireland and an indirect wholly-owned finance subsidiary of Perrigo whose primary purpose is to finance the business and operations of Perrigo and its affiliates, issued $750.0 million revolving credit agreementin aggregate principal amount of 3.150% Senior Notes due 2030 (the "2015 Revolver"“2020 Notes") and received net proceeds of $737.1 million after fees and market discount. Interest on the 2020 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2020 Notes will mature on June 15, 2030. The 2020 Notes are governed by a base indenture and a third supplemental indenture (collectively, the "2020 Indenture"). The 2020 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo and no other subsidiary of Perrigo guarantees the 2020 Notes. There are no restrictions under the 2020 Notes on Perrigo's ability to obtain funds from its subsidiaries. Perrigo Finance may redeem the 2020 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2020 Indenture.

On March 15, 2016, we usedJuly 6, 2020, the proceeds of the long-term debt issuance described below under "2016 Notes"2020 Notes were used to repayfund the $750.0redemption of Perrigo Finance's $280.4 million then outstanding under the 2015 Revolver and terminated the facility.

On March 30, 2015, we assumed a revolving credit facility with €500.0 million ($544.5 million) outstanding from Omega. On April 8, 2015, we repaid the €500.0 million ($539.1 million) outstanding under the assumed revolving credit facility and terminated the facility.

On December 5, 2014, Perrigo Finance entered into a $600.0 million revolving credit agreement, which increased to $1.0 billion on March 30, 2015 (the "2014 Revolver"). Onof 3.500% Senior Notes due March 15, 2016, we2021 and $309.6 million of 3.500% Senior Notes due December 15, 2021. The balance will be used for general corporate purposes which may include the proceedsrepayment or redemption of additional indebtedness. As a result of the long-term debt issuance described below under "2016 Notes" to repayearly redemption of the $435.0$280.4 million then outstanding underof 3.500% Senior Notes and $309.6 million of 3.500% Senior Notes, during the 2014 Revolver. There were no borrowings outstanding under the 2014 Revolver as ofyear ended December 31, 2017 or December 31, 2016.

Term Loans

On December 5, 2014, Perrigo Finance entered into a term loan agreement consisting of a €500.0 million ($614.3 million) tranche, with the ability to draw an additional €300.0 million ($368.6 million) tranche, maturing December 5, 2019;2020, we also entered into a $300.0 million term loan tranche maturing December 18, 2015, which we repaid in full on June 25, 2015.

On September 6, 2013, Perrigo Company entered into a $1.0 billion term loan agreement (the "2013 Term Loan") (together with the 2013 Revolver, the "2013 Credit Agreements"). The 2013 Term Loan consisted of a $300.0 million tranche maturing December 18, 2015 and a $700.0 million tranche maturing December 18, 2018. Both tranches were drawn in full on December 18, 2013. Amounts outstanding under the 2013 Credit Agreements bore interest at our option (a) at the alternative base rate or (b) the eurodollar rate plus, in either case, applicable margins as set forth in the 2013 Credit Agreements. Perrigo Company obligations under the 2013 Credit Agreements were guaranteed by Perrigo Company plc, certain U.S. subsidiaries of Perrigo Company plc, Elan, and certain Irish subsidiaries of Elan until November 21, 2014, at which time the terms of the 2013 Credit Agreements were amended to remove all guarantors. On December 5, 2014, we repaid the remaining $895.0 million outstanding under our 2013 Term Loan, then terminated it. We recorded a $10.5loss of $20.0 million lossin Loss on extinguishment of debt duringon the year ended June 27, 2015, which consistedConsolidated Statements of Operations, consisting of the Bridge Loan Facility interest expense andpremium on debt repayments, the write-off of deferred financing fees, related toand the 2013 Credit Agreements, and 2013 Term Loan.write-off of the remaining bond discounts.

Notes and Bonds


2016 Notes


On March 7, 2016, Perrigo Finance issued $500.0 million in aggregate principal amount of 3.500% senior notes due 2021 and $700.0 million in aggregate principal amount of 4.375% senior notes due 2026 (together, the "2016 Notes") and received net proceeds of $1.2 billion after fees and market discount. Interest on the 2016 Notes is payable semiannuallysemi-annually in arrears in March and September of each year, beginning in September 2016. The 2016 Notes are governed by a base indenture and a second supplemental indenture (collectively, the "2016 Indenture"). The 2016 Notes are fully and unconditionally guaranteed on a senior basis by Perrigo, and no other subsidiary of Perrigo guarantees the 2016 Notes. The proceeds were used to repay our revolving credit agreement entered into in December 2014 and amounts borrowed under the 2015 Revolver and the 2014 Revolver, as mentioned above.a $750.0 million revolving credit agreement Perrigo Finance had entered into in December 2015. There are no restrictions under the 2016 Notes on our ability to obtain funds from our subsidiaries. Perrigo Finance may redeem the 2016 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2016 Indenture. During the year ended December 31, 2017, we repaid $219.6 million of the 3.500% senior notes due 2021. On July 6, 2020, we repaid the remaining $280.4 million of 3.500% senior notes due 2021, as discussed above under the heading 2020 Notes and Notes Redemption.


Notes and Bonds Assumed from Omega


In connection with the Omega acquisition, on March 30, 2015, we assumed:

Perrigo Company plc - Item 8
Note 10


$20.0 million in aggregate principal amount of 6.190% senior notes due 2016, which was repaid on May 29, 2015 in full;
€135.0the remaining assumed debt includes €135.0 million ($147.0 million) in aggregate principal amount of 5.105% senior notes due 2023 (the "2023 Notes");
€300.0 million ($326.7 million) in aggregate principal amount of 5.125% retail bonds due 2017;
133

Perrigo Company plc - Item 8
€180.0 million ($196.0 million) in aggregate principal amount of 4.500% retail bonds due 2017; andNote 11
€120.0 million ($130.7 million) in aggregate principal amount of 5.000% retail bonds due 2019 (collectively, the "Retail Bonds").


The fair value of the 2023 Notes and Retail Bondsexceeded par value by €93.6 million($101.9 million) on the date of the Omega acquisition. As a result, a fair value adjustment was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments. The adjustment does not affect cash interest payments.


Also in connection with the Omega acquisition, we assumed a 5.000% retail bond due in 2019 in the amount of €120.0 million ($130.7 million), which was repaid in full on May 23, 2019.

2014 Notes


On December 2, 2014, Perrigo Finance issued $500.0 million in aggregate principal amount of 3.500% senior notes due 2021 (the "2021 Notes”), $700.0 million in aggregate principal amount of 3.900% senior notes due 2024 (the “2024 Notes”), and $400.0 million in aggregate principal amount of 4.900% senior notes due 2044 (the “2044 Notes” and, together with the 2021 Notes and the 2024 Notes, the “2014 Notes”) and received net proceeds of $1.6 billion after fees and market discount. Interest on the 2014 Notes is payable semiannuallysemi-annually in arrears in June and December of each year, beginning in June 2015. The 2014 Notes are governed by a base indenture and a first supplemental indenture (collectively, the "2014 Indenture"). The 2014 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo, and no other subsidiary of Perrigo guarantees the 2014 Notes. There are no restrictions under the 2014 Notes on our ability to obtain funds from our subsidiaries. Perrigo Finance may redeem the 2014 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2014 Indenture. During the year ended December 31, 2017, we repaid $96.1 million of the 4.900% senior notes due 2044 and $190.4 million of the 3.500% senior notes due 2021. On July 6, 2020, we repaid the remaining $309.6 million of the 3.500% notes due 2021, as discussed above under the heading 2020 Notes and Notes Redemption.


2013 Notes


On November 8, 2013, Perrigo Company issued $500.0 million aggregate principal amount of its 1.300% senior notes due 2016 (the "1.300% 2016 Notes"), $600.0 million aggregate principal amount of its 2.300% senior notes due 2018 (the "2018 Notes"), $800.0 million aggregate principal amount of its 4.000% senior notes due 2023 (the "4.000% 2023 Notes") and $400.0 million aggregate principal amount of its 5.300% senior notes due 2043 (the "2043 Notes" and, together with the 1.300% 2016 Notes, the 2018 Notes and the 4.000% 2023 Notes, the "2013 Notes") in a private placement with registration rights. We received net proceeds of $2.3 billion from the issuance of the 2013 Notes after fees and market discount. On September 29, 2016, we repaid all $500.0 million of the 1.300% 2016 Notes outstanding. During the year ended December 31, 2017, we made the following debt repayments: all $600.0 million of the 2018 Notes, $584.4 million of the 4.000% 2023 Notes, and $309.5 million of the 2043 Notes.


Interest on the 2013 Notes is payable semiannuallysemi-annually in arrears in May and November of each year, beginning in May 2014. The 2013 Notes are governed by a base indenture and a first supplemental indenture (collectively, the "2013 Indenture"). The 2013 Notes are our unsecured and unsubordinated obligations, ranking equally in right of payment to all of our existing and future unsecured and unsubordinated indebtedness. The 2013 Notes are not entitled to mandatory redemption or sinking fund payments. We may redeem the 2013 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2013 Indenture. The 2013 Notes were guaranteed on an unsubordinated, unsecured basis by the same entities that guaranteed our then-outstanding credit agreement until November 21, 2014, at which time the 2013 Indenture was amended to remove all guarantors.


On September 2, 2014, we offered to exchange our private placement senior notes for public bonds (the "Exchange Offer"). The Exchange Offer expired on October 1, 2014, at which time substantially all of the private placement notes had been exchanged for bonds registered with the Securities and Exchange Commission. As a result of the changes in the guarantor structure noted above, we are no longer required to present guarantor financial statements.

Perrigo Company plc - Item 8
Note 10



Other Financing


Overdraft Facilities

We have overdraft facilities available that we use to support our cash management operations. We report any balances outstanding in the above table under "Other financing". The balanceThere were 0 borrowings outstanding under the facilities was $6.9 million and $82.9 million atas of December 31, 20172020 and December 31, 2015 respectively, and there were no balances outstanding under the facilities at December 31, 2016.

On March 30, 2015, we assumed and repaid certain overdraft facilities totaling €51.4 million ($56.0 million) with the Omega acquisition.

Debt Repayments and Related Extinguishment During the Year Ended December 31, 2017

During the year endedDecember 31, 2017, we reduced our outstanding debt through a variety of transactions (in millions):2019.
134
Date Series Transaction Type Principal Retired
April 1, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment $13.3
May 8, 2017 $600.0 2.300% senior notes due 2018 Early redemption 600.0
May 23, 2017 €180.0 4.500% retail bonds due 2017 Scheduled maturity 201.3
June 15, 2017 $500.0 3.500% senior notes due 2021 Tender offer 190.4
June 15, 2017 $500.0 3.500% senior notes due 2021 Tender offer 219.6
June 15, 2017 $800.0 4.000% senior notes due 2023 Tender offer 584.4
June 15, 2017 $400.0 5.300% senior notes due 2043 Tender offer 309.5
June 15, 2017 $400.0 4.900% senior notes due 2044 Tender offer 96.1
July 1, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 14.3
September 30, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 14.8
December 12, 2017 €300.0 5.125% senior notes due 2017 Scheduled maturity 352.3
December 31, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 15.0
      $2,611.0

As a result of the early redemption and tender offer transactions, we recorded a loss of $135.2 million during the three months ended July 1, 2017 in Loss on extinguishment of debt (in millions):


Premium on debt repayment $116.1
Transaction costs 3.8
Write-off of deferred financing fees 10.6
Write-off of remaining discount on bond 4.7
Total loss on extinguishment of debt $135.2

Perrigo Company plc - Item 8
Note 1011




On June 17, 2020, we incurred debt of $34.3 million related to our equity method investment in Kazmira pursuant to 2 promissory notes, with $3.7 million, $5.8 million and $24.8 million to be settled in November 2020, May 2021 and November 2021, respectively (refer to Note 8). On December 8, 2020, we repaid the $3.7 million balance due on the November 2020 portion of the Promissory Notes.

    We have financing leases that are reported in the above table under "Other financing" (refer to Note 10).

Future Maturities


The annual future maturities of our short-term and long-term debt, including capitalized leases, are as follows (in millions):
Payment DueAmount
2021$37.9 
2022604.2 
2023384.7 
2024704.2 
20254.2 
Thereafter1,848.3 

Payment Due Amount
2018 $70.4
2019 504.7
2020 0.7
2021 590.0
2022 
Thereafter 2,171.9

NOTE 1112 - EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY


Earnings per Share


A reconciliation of the numerators and denominators used in our basic and diluted EPSearnings per share ("EPS") calculation is as follows (in millions):
Year Ended Six Months Ended Year Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
December 31,
2020
December 31,
2019
December 31,
2018
Numerator:       Numerator:
Net income (loss)$119.6
 $(4,012.8) $42.5
 $136.1
Net income (loss)$(162.6)$146.1 $131.0 
       
Denominator:       Denominator:
Weighted average shares outstanding for basic EPS142.3
 143.3
 145.6
 139.3
Weighted average shares outstanding for basic EPS136.1 136.0 137.8 
Dilutive effect of share-based awards*0.3
 
 0.5
 0.5
Dilutive effect of share-based awards*0.5 0.5 
Weighted average shares outstanding for diluted EPS142.6
 143.3
 146.1
 139.8
Weighted average shares outstanding for diluted EPS136.1 136.5 138.3 
       
Anti-dilutive share-based awards excluded from computation of diluted EPS*0.8
 
 0.1
 0.1
Anti-dilutive share-based awards excluded from computation of diluted EPS*1.5 1.4 
* In the period of a net loss, diluted shares equal basic shares.


Shareholders' Equity


Our common stock consists of ordinary shares of Perrigo Company plc, a public limited company incorporated under the laws of Ireland.
    
We trade our ordinary shares on the New York Stock Exchange under the symbol PRGO. Our ordinary shares are also traded on the Tel Aviv Stock Exchange.


135

Perrigo Company plc - Item 8
Note 12




Dividends


In January 2003, the Board of Directors adopted a policy of paying quarterly dividends.    We paid dividends as follows:
 Year Ended
 December 31,
2020
December 31,
2019
December 31,
2018
Dividends paid (in millions)$123.9 $112.4 $104.9 
Dividends paid (per share)$0.90 $0.82 $0.76 
 Year Ended Six Months Ended Year Ended
 December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
Dividends paid (in millions)$91.1
 $83.2
 $36.3
 $64.8
Dividends paid (per share)$0.64
 $0.58
 $0.25
 $0.46

Perrigo Company plc - Item 8
Note 11



The declaration and payment of dividends and the amount paid, if any, are subject to the discretion of the Board of Directors and depend on our earnings, financial condition, availability of distributable reserves, capital and surplus requirements and other factors the Board of Directors may consider relevant.


Share Repurchases


In October 2015, the Board of Directors approved a three-year share repurchase plan of up to $2.0 billion (the "2015 Authorization"). We did not repurchase any sharesFollowing the expiration of the 2015 Authorization in October 2018, our Board of Directors authorized up to $1.0 billion of share repurchases with no expiration date, subject to the Board of Directors’ approval of the pricing parameters and amount that may be repurchased under theeach specific share repurchase plan during the three months ended December 31, 2017program (the "2018 Authorization"). During the year ended December 31, 2017,2020, we repurchased 2.73.4 million ordinary shares at an average purchase price of $48.28 per share for a total of $164.2 million under the 2018 Authorization. We did 0t repurchase any shares during the year ended December 31, 2019. During the year ended December 31, 2018, we repurchased 5.1 million ordinary shares at an average repurchase price of $71.72$77.93 per share, for a total of $191.5 million. We did not repurchase any shares$400.0 million, which were repurchased under the share repurchase plan during the year ended December 31, 2016. During the six months ended December 31, 2015 we repurchased 3.3 million ordinary shares at an average repurchase price of $151.59 per share, for a total of $500.0 million.Authorization.


NOTE 1213 - SHARE-BASED COMPENSATION PLANS


All share-based compensation for employees and directors is granted under the 20132019 Long-Term Incentive Plan, as amended (the "Plan"). The Plan has been approved by our shareholders and provides for the granting of awards to our employees and directors. As of December 31, 2017, there were 3.8 million shares available to be granted. The purpose of the Plan is to attract and retain individuals of exceptional talent and encourage these individuals to acquire a vested interest in our success and prosperity. The awards that may be granted under this program include non-qualified stock options, restricted shares,stock, restricted share units, and RTSR units.performance share units based on relative total shareholder return ("RTSR"). Restricted shares are generally service-based, requiring a certain length of service before vesting occurs, while restricted share units can be either service-based or performance-based. Performance-based restricted share units require a certain length of service until vesting; however, they contain an additional performance feature, which can vary the amount of shares ultimately paid out based on certain performance criteria specified in the Plan. RTSR performance share units are subject to a market condition. Awards granted under the Plan vest and may be exercised and/or sold from one year to ten years after the date of grant based on a vesting schedule. As of December 31, 2020, there were 4.0 million shares available to be granted.


Share-based compensation expense was as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$58.5 $52.2 $37.7 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
$43.8
 $23.0
 $22.8
 $31.6


As of December 31, 2017,2020, unrecognized share-based compensation expense was $51.2$55.2 million, and the weighted-average period over which the expense is expected to be recognized was approximately 2.01.4 years. Proceeds from the exercise of stock options are credited to ordinary shares.



136

Perrigo Company plc - Item 8
Note 1213






Stock Options


A summary of activity related to stock options is presented below (options in thousands):
 Number of
Options
Weighted-Average
Exercise
Price Per Share
Weighted-
Average
Remaining
Term in
Years
Aggregate
Intrinsic
Value
Options outstanding at December 31, 20181,534 $91.56 
Granted$
Exercised(27)$34.30 
Forfeited or expired(43)$99.58 
Options outstanding at December 31, 20191,464 $92.33 5.8$
Granted$
Exercised$
Forfeited or expired(120)$78.21 
Options outstanding December 31, 20201,344 $93.61 5.2$
Options exercisable1,138 $96.34 4.8$
Options expected to vest200 $78.51 7.1$
 Number of
Options
 Weighted-Average
Exercise
Price Per Share
 Weighted-
Average
Remaining
Term in
Years
 Aggregate
Intrinsic
Value
Options outstanding at December 31, 2015783
 $99.93
    
Granted344
 $126.67
    
Exercised(122) $67.68
    
Forfeited or expired(256) $126.54
    
Options outstanding at December 31, 2016749
 $108.40
 6.6 $5.5
Granted439
 $70.34
    
Exercised(31) $24.75
    
Forfeited or expired(85) $118.47
    
Options outstanding December 31, 20171,072
 $94.90
 6.9 $10.9
Options exercisable519
 $107.14
 5.0 $3.8
Options expected to vest533
 $83.63
 8.7 $6.8


The aggregate intrinsic value for options exercised was as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$$0.5 $1.1 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
$1.7
 $5.2
 $6.7
 $20.7


The weighted-average fair valuesvalue per share at the grant date for options granted were $19.50, $33.53, and $39.96 for the years ended December 31, 2017, December 31, 2016, and June 27, 2015, respectively. There were no options granted during the six months ended December 31, 2015.was as follows:
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$$$24.43 

    The fair values werevalue was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
Year Ended
December 31,
2018
Dividend yield0.8 %
Volatility, as a percent31.2 %
Risk-free interest rate2.8 %
Expected life in years5.6

    
 Year Ended
 December 31,
2017
 December 31,
2016
 June 27,
2015
Dividend yield0.9% 0.5% 0.3%
Volatility, as a percent30.0% 27.6% 27.1%
Risk-free interest rate1.8% 1.3% 1.7%
Expected life in years5.41
 5.5
 5.3

The valuation model utilizes historical volatility. The risk-free interest rate is based on the yield of U.S. government securities with a maturity date that coincides with the expected term of the option. The expected life in years is estimated based on past exercise behavior of employees.

Non-Vested Restricted Shares

There were no restricted shares granted, vested or outstanding for the years ended December 31, 2017 or December 31, 2016, the six months ended December 31, 2015, or the year ended June 27, 2015. The total fair value of restricted shares that vested was $0.9 million for the year ended June 27, 2015.


137

Perrigo Company plc - Item 8
Note 1213






Non-Vested Service-Based Restricted Share Units


A summary of activity related to non-vested service-based restricted share units is presented below (units in thousands):
Number of
Non-vested
Service-
Based
Share Units
Weighted-
Average
Grant Date
Fair Value Per Share
Weighted-
Average
Remaining
Term in
Years
Aggregate
Intrinsic
Value
Number of
Non-vested
Service-
Based
Share Units
 Weighted-
Average
Grant Date
Fair Value Per Share
 Weighted-
Average
Remaining
Term in
Years
 Aggregate
Intrinsic
Value
Non-vested service-based share units outstanding at December 31, 2015382
 $154.07
    
Non-vested service-based share units outstanding at December 31, 2018Non-vested service-based share units outstanding at December 31, 2018728 $89.47 
Granted298
 $113.26
  Granted818 $47.48 
Vested(92) $137.15
  Vested(269)$95.09 
Forfeited(120) $151.64
  Forfeited(66)$71.03 
Non-vested service-based share units outstanding at December 31, 2016468
 $137.53
 1.7 $39.0
Non-vested service-based share units outstanding at December 31, 2019Non-vested service-based share units outstanding at December 31, 20191,211 $60.96 1.4$62.5 
Granted298
 $70.55
  Granted823 $54.68 
Vested(112) $128.86
  Vested(372)$69.64 
Forfeited(55) $120.97
  Forfeited(42)$59.82 
Non-vested service-based share units outstanding at December 31, 2017599
 $107.26
 1.5 $52.2
Non-vested service-based share units outstanding at December 31, 2020Non-vested service-based share units outstanding at December 31, 20201,620 $55.82 1.0$72.5 
    
The weighted-average fair value per share at the date of grant for service-based restricted share units granted was as follows (in millions):follows:
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$54.68 $47.48 $81.51 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
$70.55
 $113.26
 $165.64
 $153.99


The total fair value of service-based restricted share units that vested was as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$25.9 $25.6 $24.6 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
$14.5
 $12.6
 $11.7
 $9.1


138

Perrigo Company plc - Item 8
Note 1213






Non-Vested Performance-Based Restricted Share Units


A summary of activity related to non-vested performance-based restricted share units is presented below (units in thousands):
 Number of
Non-vested
Performance-
Based
Share Units
Weighted-
Average
Grant
Date Fair
Value Per Share
Weighted-
Average
Remaining
Term in
Years
Aggregate
Intrinsic
Value
Non-vested performance-based share units outstanding at December 31, 2018442 $86.61 
Granted298 $47.54 
Vested(68)$116.35 
Forfeited(19)$72.83 
Non-vested performance-based share units outstanding at December 31, 2019653 $61.44 1.5$33.7 
Granted291 $55.08 
Vested(184)$68.89 
Forfeited(9)$70.60 
Non-vested performance-based share units outstanding at December 31, 2020751 $57.13 1.4$33.6 
 Number of
Non-vested
Performance-
Based
Share Units
 Weighted-
Average
Grant
Date Fair
Value Per Share
 Weighted-
Average
Remaining
Term in
Years*
 Aggregate
Intrinsic
Value
Non-vested performance-based share units outstanding at December 31, 2015223
 $146.31
    
Granted159
 $126.37
    
Vested(81) $128.74
    
Forfeited(124) $143.64
    
Non-vested performance-based share units outstanding at December 31, 2016177
 $138.29
 1.7 $14.8
Granted191
 $70.34
    
Vested(27) $142.18
    
Forfeited(38) $130.34
    
Non-vested performance-based share units outstanding at December 31, 2017303
 $93.65
 2.0 $26.5


The weighted-average fair value of performance-based restricted share units can fluctuate depending upon the success or failure of the achievement of performance criteria as set forth in the Plan. The weighted-average fair value per share at the date of grant for performance-based restricted share units granted was as follows:
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$55.08 $47.54 $85.01 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
$70.34
 $126.37
 $184.49
 $150.14


The total fair value of performance-based restricted share units that vested was as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$12.7 $8.0 $2.4 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
$3.8
 $10.4
 $6.4
 $5.1


Non-vested Relative Total Shareholder Return Performance Share Units


The fair value of the RTSR performance share units is determined using the Monte Carlo pricing model as the number of shares to be awarded is subject to a market condition. The valuation model considers a range of possible outcomes, and compensation cost is recognized regardless of whether the market condition is actually satisfied.

The assumptions used in estimating the fair value of the RTSR performance share units granted during each year were as follows:
 Year Ended
 December 31,
2020
December 31,
2019
December 31,
2018
Dividend yield1.6 %1.6 %0.9 %
Volatility, as a percent40.4 %40.2 %35.3 %
Risk-free interest rate0.6 %1.9 %2.4 %
Expected life in years2.82.42.8
139

Perrigo Company plc - Item 8
Note 1213







Year Ended
December 31,
2017
Dividend yield0.9%
Volatility, as a percent36.1%
Risk-free interest rate1.4%
Expected life in years2.57

A summary of activity related to non-vested RTSR performance share units is presented below (units in thousands):
 Number of
Non-vested
RTSR Performance Share Units
Weighted-
Average
Grant
Date Fair
Value Per Share
Weighted-
Average
Remaining
Term in
Years*
Aggregate
Intrinsic
Value
Non-vested RTSR performance share units outstanding at December 31, 201862 $78.35 
Granted80 $55.61 
Vested$
Forfeited$
Non-vested RTSR performance share units outstanding at December 31, 2019142 $63.02 1.5$7.3 
Granted58 $67.72 
Vested(24)$62.73 
Forfeited$
Non-vested RTSR performance share units outstanding at December 31, 2020176 $65.04 1.5$7.9 
 Number of
Non-vested
RTSR Performance Share Units
 Weighted-
Average
Grant
Date Fair
Value Per Share
 Weighted-
Average
Remaining
Term in
Years*
 Aggregate
Intrinsic
Value
Non-vested RTSR performance share units outstanding at December 31, 2016
 $
 0 $
Granted39
 $64.82
    
Non-vested RTSR performance share units outstanding at December 31, 201739
 $64.82
 2.0 $3.4


* Midpoint used in calculation.


The weighted-average fair value per share at the date of grant for RTSR performance share units granted was $64.82.as follows:

Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$67.72 $55.61 $101.13 

The total fair value of RTSR performance share units that vested was as follows (in millions):

Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$1.5 $$

140

Perrigo Company plc - Item 8
Note 14

NOTE 1314 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in our AOCIAccumulated Other Comprehensive Income (loss) ("AOCI") balances, net of tax, were as follows (in millions):
Fair Value of Derivative Financial Instruments, net of tax
Foreign Currency Translation Adjustments (1)
Post-Retirement and Pension Liability Adjustments, net of taxTotal AOCI
Balance at December 31, 2018$(15.5)$104.5 $(4.4)$84.6 
OCI before reclassifications26.8 28.4 4.9 60.1 
Amounts reclassified from AOCI1.4 (6.7)(5.3)
Other comprehensive income (loss)28.2 28.4 (1.8)54.8 
Balance at December 31, 201912.7 132.9 (6.2)139.4 
OCI before reclassifications(12.2)228.0 1.8 217.6 
Amounts reclassified from AOCI(1.2)46.4 (7.2)38.0 
Other comprehensive income (loss)(13.4)274.4 (5.4)255.6 
Balance at December 31, 2020$(0.7)$407.3 $(11.6)$395.0 
 Fair value of derivative financial instruments, net of tax Foreign currency translation adjustments Fair value of investment securities, net of tax Post-retirement and pension liability adjustments, net of tax Total AOCI
Balance at June 27, 2015$(16.3) $130.9
 $(2.9) $(8.2) $103.5
OCI before reclassifications1.1
 (135.5) (1.4) 6.7
 (129.1)
Amounts reclassified from AOCI1.0
 
 10.7
 (1.4) 10.3
Other comprehensive income (loss)2.1
 (135.5) 9.3
 5.3
 (118.8)
Balance at December 31, 2015(14.2) (4.6) 6.4
 (2.9) (15.3)
OCI before reclassifications(5.4) (63.3) 7.4
 (3.2) (64.5)
Amounts reclassified from AOCI0.1
 
 1.3
 (3.4) (2.0)
Other comprehensive income (loss)(5.3) (63.3) 8.7
 (6.6) (66.5)
Balance at December 31, 2016(19.5) (67.9) 15.1
 (9.5) (81.8)
OCI before reclassifications7.1
 328.5
 (12.5) 15.0
 338.1
Amounts reclassified from AOCI2.6
 
 (1.6) (4.2) (3.2)
Other comprehensive income (loss)9.7
 328.5
 (14.1) 10.8
 334.9
Balance at December 31, 2017$(9.8) $260.6
 $1.0
 $1.3
 $253.1


(1) Refer to the description in Note 3 of the Rosemont Pharmaceuticals business divestiture for information regarding amounts reclassified from AOCI.

NOTE 1415 - INCOME TAXES


Pre-tax income (loss) and the (benefit) provision for income taxes from continuing operations are summarized as follows (in millions):
 Year Ended
 December 31,
2020
December 31,
2019
December 31,
2018
Pre-tax income (loss):
Ireland$(411.8)$(300.3)$(109.0)
United States147.3 (291.9)(428.6)
Other foreign115.1 763.2 828.2 
Total pre-tax income (loss)(149.4)171.0 290.6 
Current provision (benefit) for income taxes:
Ireland2.7 (2.2)22.7 
United States17.6 51.0 66.4 
Other foreign47.4 16.1 75.1 
Subtotal67.7 64.9 164.2 
Deferred provision (benefit) for income taxes:
Ireland(0.1)(13.9)
United States(52.3)(30.2)7.3 
Other foreign(2.1)(9.8)2.0 
Subtotal(54.5)(40.0)(4.6)
Total provision for income taxes$13.2 $24.9 $159.6 
 Year Ended Six Months Ended Year Ended
 December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
Pre-tax income (loss):       
Ireland$(454.0) $(3,624.1) $(310.2) $(792.8)
Other734.1
 (1,224.2) 319.1
 1,053.1
Total pre-tax income (loss)280.1
 (4,848.3) 8.9
 260.3
(Benefit) provision for income taxes:       
Current:       
Ireland(8.1) 0.3
 1.6
 (2.2)
United States - federal96.4
 93.0
 58.9
 77.2
United States - state4.0
 0.7
 3.0
 6.8
Other foreign46.1
 26.7
 53.0
 67.4
Subtotal138.4
 120.7
 116.5
 149.2
Deferred (credit):       
Ireland13.1
 (549.4) (23.1) 11.1
United States - federal6.8
 (7.6) (34.4) (19.9)
United States - state1.0
 (5.1) (3.3) (0.8)
Other foreign1.2
 (394.1) (89.3) (15.4)
Subtotal22.1
 (956.2) (150.1) (25.0)
Total (benefit) provision for income taxes$160.5
 $(835.5) $(33.6) $124.2


141

Perrigo Company plc - Item 8
Note 1415



A reconciliation of the provision based on the FederalIrish statutory income tax rate to our effective income tax rate is as follows:
 Year Ended Six Months Ended Year Ended
 December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
        
Provision at statutory rate12.5 % 12.5 % 12.5 % 12.5 %
Ireland tax on non-trading differences(47.7) (0.4) (207.4) (9.9)
Expenses not deductible for tax purposes/deductions not expensed for book, net63.4
 (0.7) 394.0
 14.7
Goodwill impairment not deductible for tax purposes
 (2.8) 
 
U.S. Operations:       
State income taxes, net of federal benefit(1.4) 0.1
 38.4
 (1.0)
Research and development credit(0.6) 
 (13.2) (0.7)
Other(5.8) 0.4
 112.3
 4.8
Tax Law Change - US5.4
 
 
 
Tax Law Change - Belgium(3.2) 
 
 
Other foreign differences (earnings taxed at other than applicable statutory rate)(22.7) 3.3
 (647.2) (16.1)
Intangible impairment differences(3.0) 4.8
 (397.6) 
Worldwide operations:       
Valuation allowance changes17.8
 0.8
 249.3
 25.7
     Change in unrecognized taxes25.3
 (0.8) 82.7
 17.7
Withholding taxes17.3
 
 
 
Effective income tax rate57.3 % 17.2 % (376.2)% 47.7 %
 Year Ended
 December 31,
2020
December 31,
2019
December 31,
2018
Provision at statutory rate12.5 %12.5 %12.5 %
Foreign rate differential14.9 3.1 (7.1)
State income taxes, net of federal benefit(6.2)2.7 3.0 
Provision to return(1.2)0.8 (1.0)
Tax credits8.8 (2.7)(1.3)
Change in tax law(1.8)(1.1)(6.2)
Change in valuation allowance52.0 (29.1)51.0 
Change in unrecognized taxes(28.8)(4.7)13.8 
Permanent differences(70.7)31.2 (14.1)
Legal entity restructuring21.1 
Taxes on unremitted earnings(8.8)3.6 3.9 
Other(0.6)(1.7)0.4 
Effective income tax rate(8.8)%14.6 %54.9 %
    
    Pursuant to changes made by the U.S. Tax Cuts and Jobs Act ("U.S. Tax Act"), remittances from subsidiaries held by Perrigo Company U.S. made in 2018 and future years are generally not subject to U.S. federal income tax. These remittances are either excluded from U.S. taxable income as earnings that were already subject to taxation or qualify for a 100% dividends received deduction. We have provided for income taxes for certainare indefinitely reinvested in historic U.S. earnings of certain foreign subsidiaries that have not been deemed to be permanently reinvested. No further provision has been made for income taxes on remaining undistributed earnings of foreign subsidiaries of approximately $6.3 billion at December 31, 2017, since it is our intention to indefinitely reinvest undistributedbeyond those previously taxed in the U.S. and other unremitted earnings of our foreign subsidiaries.subsidiaries, excluding Israel. Due to the complexity of the legal entity structure and the complexity of the tax laws in various jurisdictions, we believe it is not practicable to estimate within any reasonable range, the additional income taxes that may be payable on the remittance of such undistributed earnings.


142

Perrigo Company plc - Item 8
Note 1415



Deferred income taxes arise from temporary differences between the financial reporting and the tax reporting basis of assets and liabilities and operating loss and tax credit carryforwards for tax purposes. The components of our net deferred income tax asset (liability) were as follows:follows (in millions):

Year Ended
December 31,
2020
December 31,
2019
Deferred income tax asset (liability):
Depreciation and amortization$(393.7)$(366.7)
Investment in partnership(38.1)
Right of use assets(44.3)(30.5)
Unremitted earnings(42.0)(29.0)
Inventory basis differences27.7 32.7 
Accrued liabilities81.4 91.3 
Lease obligations45.3 30.5 
Share-based compensation24.5 23.2 
Federal benefit of unrecognized tax positions23.5 20.7 
Loss and credit carryforwards390.1 373.3 
R&D credit carryforwards48.4 54.1 
Interest carryforwards17.9 60.5 
Other, net0.9 4.1 
Subtotal$179.7 $226.1 
Valuation allowance (1)
(414.8)(501.3)
Net deferred income tax liability$(235.1)$(275.2)

(1) The movement in the valuation allowance balance differs from the amount in the effective tax rate reconciliation due to adjustments affecting balance sheet only items and foreign currency.
        
 December 31,
2017
 December 31,
2016
 December 31,
2015
Deferred income tax asset (liability):     
Depreciation and amortization$(457.8) $(765.2) $(1,550.6)
Inventory basis differences21.3
 27.4
 22.8
Accrued liabilities87.9
 68.5
 50.8
Allowance for doubtful accounts1.5
 1.7
 1.3
Research and development58.9
 61.7
 63.7
Loss and credit carryforwards292.5
 292.4
 244.2
Share-based compensation16.2
 18.1
 20.6
Foreign tax credit
 10.6
 10.6
Federal benefit of unrecognized tax positions17.0
 24.3
 22.8
Interest carryforwards30.5
 435.3
 334.6
Other, net28.2
 3.0
 14.7
Subtotal$96.2
 $177.8
 $(764.5)
Valuation allowance(407.7) (495.6) (536.8)
Net deferred income tax asset (liability):$(311.5) $(317.8) $(1,301.3)

The above amounts are classified on the Consolidated Balance Sheets as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
Assets$44.2 $5.4 
Liabilities(279.3)(280.6)
Net deferred income tax liability$(235.1)$(275.2)
 December 31,
2017
 December 31,
2016
 December 31,
2015
Assets$10.4
 $72.1
 $71.4
Liabilities(321.9) (389.9) (1,372.7)
Net deferred income tax (liability) asset$(311.5) $(317.8) $(1,301.3)


The change in valuation allowance reducing deferred taxes was (in millions):
At December 31, 2017, we had gross carryforwards as follows:
Year Ended
December 31,
2020
December 31,
2019
Balance at beginning of period$501.3 $557.9 
Change in assessment (1)
(50.3)(8.3)
Current year operations, foreign currency and other(36.2)(48.3)
Balance at end of period$414.8 $501.3 
(1) Includes release of $51.5 million of valuation allowance against U.S. deferred tax assets in 2020.
 December 31, 2017
 
Gross
Carryforwards
(1)
 Gross Valuation Allowances
U.S. state net operating losses$248.5
 $203.6
Worldwide federal net operating losses excluding U.S. states$1,389.0
 $861.6
Worldwide federal capital losses$22.0
 $22.0
U.S. federal credits$82.6
 $82.6
U.S. state credits$71.9
 $71.9
Interest carryforwards$478.8
 $127.0

(1)Utilization of such carryforwards within the applicable statutory periods is uncertain.
    
In 2017, we recorded income tax expense related to valuation allowances of $10.3 million in Ireland. In addition, we released valuation allowances of $42.4 millionWe have U.S. federal and $55.8 million for Omegastate credit carryforwards and the U.S. and other jurisdictions, respectively, resulting in a tax benefit.
Perrigo Company plc - Item 8
Note 14


U.S. federalR&D credit carryforwards of $28.2$62.0 million $37.2 millionas well as U.S. federal and $167.8 million expire through 2022, 2025 and 2027, respectively, with the remaining U.S. credits having no expiration. U.S. state net operating loss carryforwards expire through 2037, and U.S. state credit carryforwards expire through 2032. Of the non-U.S. net operating loss carryforwards, $1.8 million, $20.3 million, $0.9 million, and $0.1 million expire through 2019, 2022, 2024 and 2025, respectively, while the remaining amounts of non U.S. net operating loss carryforwards and non-U.S. capital loss carryforwards have no expiration. The valuation allowances for these net operating loss carryforwards of $368.6 million, which will expire at various times through 2040. The remaining U.S. and non-US credit carryforwards of $9.0 million, U.S. federal and non-US loss carryforwards of $1,317.5 million, and U.S. interest carryforwards of $78.1 million have no expiration.

143

Perrigo Company plc - Item 8
Note 15



For the year ended December 31, 2020 we recorded a net decrease in valuation allowances of $86.5 million, comprised primarily of a release of the U.S. valuation allowance against certain deferred tax assets and a decrease in the U.S. valuation allowance due to the CARES Act. Valuation allowances are adjusted annually,determined based on management's assessment of its deferred tax assets that are more likely than not to be realized.

We recorded a valuation allowance against all U.S. deferred tax assets as necessary. After applicationof December 31, 2016 and continued to maintain this valuation allowance through December 31, 2019. Given our current earnings and anticipated future earnings, we believe there was sufficient positive evidence as of December 31, 2020 to release a portion of the valuation allowances, as described above, we anticipate no significant limitations will applyallowance against our U.S. deferred tax assets. The release resulted in the recognition of $51.5 million of U.S. deferred tax assets.

    The Company operates in multiple jurisdictions with respectcomplex tax policy and regulatory environments and establishes reserves for uncertain tax positions in accordance with the accounting guidance governing uncertainty in income taxes. Uncertainty in a tax position may arise because tax laws are subject to the realization of our net deferred income tax assets.

interpretation. The following table summarizes the activity related to amountsthe liability recorded for uncertain tax positions, excluding interest and penalties (in millions):
Unrecognized
Tax Benefits
Balance at December 31, 2018$377.1 
Additions:
Positions related to the current year8.2 
Positions related to prior years3.1 
Reductions:
Settlements with taxing authorities(3.0)
Lapse of statutes of limitation(23.5)
Decrease in prior year positions(12.1)
Cumulative translation adjustment0.7 
Balance at December 31, 2019350.5 
Additions:
Positions related to the current year18.2 
Positions related to prior years28.9 
Reductions:
Lapse of statutes of limitation(2.2)
Decrease in prior year positions(1.0)
Cumulative translation adjustment1.6 
Balance at December 31, 2020$396.0 
 
Unrecognized
Tax Benefits
Balance at June 27, 2015$324.0
Additions: 
Positions related to the current year22.9
Reductions: 
Positions related to prior years(43.5)
Settlements with taxing authorities(15.3)
Balance at December 31, 2015288.1
Additions: 
Positions related to the current year45.5
Positions related to prior years8.6
Reductions: 
Settlements with taxing authorities(2.4)
Lapse of statutes of limitation(5.3)
Balance at December 31, 2016334.5
Additions: 
Positions related to the current year55.0
Positions related to prior years76.6
Reductions: 
Settlements with taxing authorities(11.1)
Lapse of statutes of limitation(0.1)
Decrease in prior year positions(35.2)
Balance at December 31, 2017$419.7


We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. The total amount accrued for interest and penalties in the liability for uncertain tax positions was $82.0$108.9 million, $63.5$98.1 million, and $52.1$86.8 million as of December 31, 2017,2020, December 31, 2016,2019, and December 31, 2015,2018, respectively.
    
The    If recognized, of the total liability for uncertain tax positions, was $501.7$250.2 million, $398.0$204.6 million, and $340.3$203.7 million as of December 31, 2017,2020, December 31, 2016,2019, and December 31, 2015, respectively, before considering the federal tax benefit of certain state and local items, of which $204.0 million, $248.7 million, and $198.5 million,2018, respectively, would impact the effective tax rate in future periods, if recognized.periods.


We file income tax returns in numerous jurisdictions and are therefore subject to audits by tax authorities.    Our primarymajor income tax jurisdictions are Ireland, the U.S., Israel, Belgium, France, and the United Kingdom. We are routinely audited by the tax authorities in our major jurisdictions. We have substantially concluded all Ireland income tax matters through the year ended December 31, 2011, all U.S. federal income tax matters through the year ended June 28, 2008, all Israel income tax matters through the year ended June 28, 2014. All significant matters in our remaining major tax jurisdictions have been concluded for tax years through 2016.

144

Perrigo Company plc - Item 8
Note 15


Internal Revenue Service Audits of Perrigo Company, a U.S. Subsidiary

    We are engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a statutory notice of deficiency from the IRS for the years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from the assignment of an omeprazole distribution contract to an affiliate. In addition to the transfer pricing adjustments, which applied to all four tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments for the capitalization and amortization of certain expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to Abbreviated New Drug Applications (“ANDAs”).

We do not agree with the audit adjustments proposed by the IRS in either of the notices of deficiency. We paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and timely filed claims for refund on June 11, 2015 for the 2009 and 2010 tax years, and on June 7, 2017, for the 2011 and 2012 tax years. On August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the 2012 tax year, for a total of $134.1 million, plus statutory interest thereon from the dates of payment. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017.

The previously scheduled trial date has been continued to May 25, 2021 for the refund case. The total amount of cumulative deferred charge that we are seeking to receive in this litigation is approximately $111.6 million, which reflects the impact of conceding that Perrigo Company, our U.S. subsidiary ("Perrigo U.S.") should have received a 5.24% royalty on all omeprazole sales. That concession was previously paid and is the subject of the above refund claims. The issues outlined in the statutory notices of deficiency described above are continuing, and the IRS will likely carry forward the adjustments set forth therein as long as the drug is sold, in the case of the omeprazole issue, and for all post-2012 Paragraph IV filings that trigger patent infringement suits, in the case of the ANDA issue.

On January 13, 2021, the IRS issued a 30-day letter with respect to its audit of our fiscal tax years ended June 29, 2013, June 28, 2014, and June 27, 2015. The IRS letter proposed, among other modifications, transfer pricing adjustments regarding our profits from the distribution of omeprazole in such years in the aggregate amount of $141.6 million. We timely filed a protest to the 30-day letter noting that due to the pending litigation described above, IRS Appeals will not consider the merits of the omeprazole or ANDA matters. We believe that we should prevail on the merits on both issues and have reserved for taxes and interest payable on the 5.24% deemed royalty on omeprazole through the tax year ended December 31, 2018. Beginning with the tax year ended December 31, 2019, we began reporting income commensurate with the 5.24% deemed royalty. We have not reserved for the ANDA-related issue described above. While we believe we should prevail on the merits of this case, the outcome remains uncertain. If our litigation position on the omeprazole issue is not sustained, the outcome for the 2009–2012 tax years could range from a reduction in the refund amount to denial of any refund. In addition, we expect that the outcome of the refund litigation could effectively bind future tax years. In that event, an adverse ruling on the omeprazole issue could have a material impact on subsequent periods, with additional tax liability in the range of $24.0 million to $112.0 million, not including interest and any applicable penalties.

145

Perrigo Company plc - Item 8
Note 15

The 30-day letter also proposed to reduce Perrigo Company’s deductible interest expense for fiscal tax years ended June 28, 2014 (the "2014 tax year") and June 27, 2015 (the "2015 tax year") on $7.5 billion in debts owed by it to Perrigo Company plc. The debts were incurred in connection with the Elan merger transaction in 2013. On May 7, 2020, the IRS issued a NOPA capping the interest rate on the debts for U.S. federal tax purposes at 130.0% of the Applicable Federal Rate (a blended rate reduction of 4.0% per annum), on the stated ground that the loans were not negotiated on an arms’-length basis. The NOPA proposes a reduction in gross interest expense of approximately $414.7 million for tax years 2014 and 2015. On January 13, 2021, we received a Revenue Agent Report ("RAR") together with the 30-day letter requiring our filing of a written Protest to request IRS Appeals consideration. The Protest was filed with the IRS on February 26, 2021. If the IRS were to prevail in its proposed adjustment, we estimate an increase in tax expense of approximately $170.0 million, excluding interest and penalties, for fiscal years ended June 28, 2014 through June 27, 2015. In addition, we expect the IRS to seek similar adjustments for the fiscal years ended December 31, 2015 through December 31, 2018 with potential section 163(j) carryover impacts beyond December 2018. If those further adjustments were sustained, based on preliminary calculations and subject to further analysis, our current best estimate is that the additional tax expense will not exceed $200.0 million, excluding interest and penalties. No further adjustments beyond this period are expected. We strongly disagree with the IRS position and we will pursue all available administrative and judicial remedies necessary. At this stage, we are unable to estimate any additional liability, if any, associated with this matter.

Internal Revenue Service Audit of Athena Neurosciences, Inc., a U.S. Subsidiary    

On April 26, 2019, we received a revised NOPA from the IRS regarding transfer pricing positions related to the IRS audit of Athena Neurosciences, Inc. ("Athena") for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. The NOPA carries forward the IRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax and a 40.0% penalty. This amount excludes consideration of offsetting tax attributes and any potential interest that may be imposed. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. Accordingly, on April 14, 2020, we filed a request for Competent Authority Assistance with the IRS. The request was accepted and is under review. NaN payment of the additional amounts is required until the matter is resolved administratively, judicially, or through treaty negotiation.

    On December 22, 2016, we received a NOPA from the IRS regarding the deductibility of litigation costs related to the IRS audit of Athena for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. We strongly disagree with the IRS’s position asserted in the NOPA and are contesting it. We amended our request for Competent Authority Assistance and this amendment was accepted and is under review.
Irish Revenue Audit of Fiscal Years Ended December 31, 2012 and December 31, 2013

    On October 30, 2018, we received an audit finding letter from the Irish Office of the Revenue Commissioners (“Irish Revenue”) for the years ended December 31, 2012 and December 31, 2013. The audit finding letter relates to the tax treatment of the 2013 sale of the Tysabri® intellectual property and other assets related to Tysabri® to Biogen Idec by Elan Pharma. The consideration paid by Biogen to Elan Pharma took the form of an upfront payment and future contingent royalty payments. Irish Revenue issued a Notice of Amended Assessment (“NoA”) on November 29, 2018 which assesses an Irish corporation tax liability against Elan Pharma in the amount of €1,636 million, not including interest or any applicable penalties.

    We strongly disagree with this assessment and believe that the NoA is without merit and incorrect as a matter of law. We will pursue all available administrative and judicial avenues as may be necessary or appropriate. In connection with that, we filed an appeal of the NoA on December 27, 2018 with the Irish Tax Appeals Commission ("TAC") which is the statutory body charged with considering whether the NoA is properly founded as a matter of Irish tax law. Separately, we were also granted leave by the Irish High Court on February 25, 2019 to seek judicial review of the issuance of the NoA by Irish Revenue.

    On November 4, 2020, the High Court ruled that the Irish Revenue's decision to issue the NoA did not violate Elan Pharma's constitutional rights and legitimate expectations as a taxpayer. The Irish High Court did not rule on the merits of the NoA under Irish tax law. The TAC will now consider whether the NoA is correct as a matter
146

Perrigo Company plc - Item 8
Note 15

of Irish tax law. Elan Pharma will vigorously pursue its tax appeal before the TAC. The tax appeal is scheduled to be heard in November 2021.
    NaN payment will be required unless the appeal pending before the Tax Appeals Commission is finally determined against Elan Pharma.

Israel Tax Authority Audit of Fiscal Year Ended June 27, 2015 and Calendar Years Ended December 31, 2015 through December 31, 2017

The Israel Tax Authority audited our fiscal year ended June 27, 2015, and calendar years ended December 31, 2015, December 31, 2016 and December 31, 2017. On December 29, 2020, we received a Stage A assessment from the Israeli Tax Authority for the tax years ended December 31, 2015 through December 31, 2017 in the amount of $63.8 million relating to attribution of intangible income to Israel, income qualifying for a lower preferential rate of tax, exemption from capital gains tax, and deduction of certain settlement payments. We have been granted an extension of time, to March 28, 2021, to file a protest to the assessment to move the matter to Stage B of the assessment process. We strongly disagree with the assessment and will pursue all available administrative and judicial remedies necessary.

Although we believe that our tax estimates are reasonable and that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audit and any related litigation could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an
Perrigo Company plc - Item 8
Note 14


audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.

On August 15, 2017, we filed a complaint in the U.S. District Court for the Western District of Michigan to recover $163.6 million of Federal income tax, penalties, and interest assessed and collected by the Internal Revenue Service (“IRS”), plus statutory interest thereon from the dates of payment, for the fiscal years ended June 27, 2009, June 26, 2010, June 25, 2011, and June 30, 2012 (the “2009 tax year,” “2010 tax year,” “2011 tax year,” and “2012 tax year,” respectively). The IRS audits of those years culminated in the issuances of two statutory notices of deficiency: (1) on August 27, 2014 for the 2009 and 2010 tax years and (2) on April 20, 2017 for the 2011 and 2012 tax years. The statutory notices of deficiency both included un-agreed income adjustments related principally to transfer pricing adjustments regarding the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States. In addition, the statutory notice of deficiency for the 2011 and 2012 tax years included the capitalization of certain expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits. We fully paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and filed timely claims for refund on June 11, 2015 and June 7, 2017 for the 2009-2010 tax years and 2011-2012 tax years, respectively. Our claims for refund were disallowed by certified letters dated August 18, 2015 and July 11, 2017, for the 2009-2010 tax years and 2011-2012 tax years, respectively. The complaint was timely, based upon the refund claim denials, and seeks refunds of tax, interest, and penalties of $37.2 million for the 2009 tax year, $61.5 million for the 2010 tax year, $40.2 million for the 2011 tax year, and $24.7 million for the 2012 tax year. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges on our balance sheet during the three months ended July 1, 2017.

On December 22, 2016, we received a notice of proposed adjustment for the IRS audit of Athena Neurosciences, Inc. (“Athena”), a subsidiary of Elan acquired in 1996, for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. Perrigo acquired Elan in December 2013. This proposed adjustment relates to the deductibility of litigation costs. We disagree with the IRS’s position asserted in the notice of proposed adjustment and intend to contest it.

On July 11, 2017, we received a draft notice of proposed adjustment associated with transfer pricing positions for the IRS audit of Athena for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. Athena was the originator of the patents associated with Tysabri® prior to the acquisition of Athena by Elan in 1996. In response to the draft notice of proposed adjustment, we provided the IRS with substantial additional documentation supporting our position. The amount of adjustments that may be asserted by the IRS in the final notice of proposed adjustment cannot be quantified at this time; however, based on the draft notice received, the amount to be assessed may be material. We disagree with the IRS’s position as asserted in the draft notice of proposed adjustment and intend to contest it.

We have ongoing audits in multiple other jurisdictions the resolution of which remains uncertain. These jurisdictions include, but are not limited to, the U.S., Israel, Ireland and other jurisdictions in Europe. In addition to the matters discussed above, the IRS is currently auditing our fiscal years ended June 29, 2013, June 28, 2014, and June 27, 2015. The Israel Tax Authority is currently auditing our fiscal years ended June 29, 2013 and June 28, 2014 (which covers the period of the Elan transaction). The Ireland Tax Authority is currently auditing our years ended December 31, 2012 and December 31, 2013.

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statute of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions - one or more of which may occur within the next twelve months - it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those represented on the financial statementsrecorded as of December 31, 2017. During the next 12 months, it is2020. However, we are not able to estimate a reasonably possible that such circumstancesrange of how these events may occur that would have a material effect on previously unrecognized tax benefits. As a result, the total net amount ofimpact our unrecognized tax benefits may decrease, which would reducein the provision for taxes on earnings by a range estimated at $1.0 million to $17.9 million.next twelve months.
    
Perrigo Company plc - Item 8
Note 14


Recent Tax Law Changes


On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“("U.S. Tax Act”Act"). The U.S. Tax Act includes a number of significant changes to the existing U.S. tax laws that impact the Company.us. These changes include a corporate income tax rate reduction from 35% to 21% and the elimination or reduction of certain U.S. deductions and credits including limitations on the U.S. deductibility of interest expense and executive compensation. The U.S. Tax Act also transitions the U.S. taxation of international earnings from a worldwide system to a modified territorial system. These changes arewere effective beginning in 2018. The U.S. Tax Act also includes a one-time mandatory deemed repatriation tax on accumulated U.S. owned foreign corporations’ previously untaxed foreign earnings (“Transition Toll Tax”). TheWe paid our full Transition Toll Tax may be paid over an eight-year period, starting in 2018, and will not accrue interest.liability as of December 31, 2018.


On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of the U.S. GAAP ASC 740 income tax accounting for tax law changes enacted in the U.S. during 2017, in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the U.S. Tax Act. In accordance with SAB 118, for the year ended December 31, 2018, we have recorded an income tax benefit of $2.4 million in connection with the remeasurement of certain deferred tax assets and liabilities. Weliabilities and also recorded a $17.5 million increase of current tax expense in connection with the Transition Toll Tax on cumulative U.S. owned foreign earnings of $1.2 billion. TheFor the year ended December 31, 2018, we completed the accounting for the income tax impacts represent provisionaleffects of the U.S. Tax Act. Based on additional guidance issued by the IRS and updates to our calculations we recorded a benefit of $6.3 million related to the Transition Toll Tax. There were no other material changes to the amounts and are a reasonable estimaterecorded at December 31, 2017. Additional work is necessary2018. We also finalized the provisional estimate related to performour assertion on unremitted earnings of foreign subsidiaries recording an additional analysisdeferred tax liability of historical$8.3 million for the state income tax impacts of repatriating undistributed foreign earnings and U.S. cumulative temporary differences, as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in 2018 when the analysis is complete.earnings.


The U.S. Tax Act subjects a U.S. shareholder to tax on global intangible low-taxed income (GILTI)("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed
147

Perrigo Company plc - Item 8
Note 15

Income states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. GivenWe have elected an accounting policy to provide for the complexity of the GILTI provisions, we are still evaluating the effects of the GILTI provisions and have not yet determined our accounting policy. At December 31, 2017, because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we are unable to make a reasonable estimate and have not reflected any adjustmentstax expense related to GILTI in our financial statements.the year the tax is incurred ("period cost method").


On March 27, 2020, the U.S. enacted the CARES Act. The CARES Act allowed for an increased interest expense limitation and depreciation deductions resulting in a reduction of income tax expense of approximately $36.6 million for tax years 2019 and 2020. Additionally, Treasury and the IRS issued Proposed and Final Regulations in 2020 regarding interest expense limitations under Section 163(j). These regulations adjust the definition of interest expense and items allowable in adjusted taxable income to calculate the annual interest deduction limitation. Perrigo has applied the updated regulations resulting in a reduction of income tax expense of approximately $8.9 million during 2020.

On December 22, 2017, the Belgian Parliament approved Belgian tax reform legislation (“Belgium Tax Act”), which was signed by the Belgian King and enacted on December 25, 2017. The Belgium Tax Act provides for a reduction to the corporate income tax rate from 34% to 30%, for 2018 and 2019, as well as a reduced corporate income tax rate of 25% for 2020 and beyond. The Belgium Tax Act also increased the participation exemption on dividend distributions to Belgium entities from 95% to 100%. The Belgium Tax Act also introduces Belgium tax consolidation and other anti-tax avoidance directives. WeFor the year ended December 31, 2018, we recorded an additional income tax expense of $24.1 million for the remeasurement of certain deferred tax assets and additional income tax benefit of $33.2 million for the remeasurement of certain deferred tax liabilities as a result of the Belgium Tax Act.
For Lastly, for the yearsyear ended December 31, 2016 and December 31, 2015, statutory rate changes, primarily in Europe, favorably impacted2018, we fully reversed the effectivedeferred tax rateliability recorded for Belgian Fairness Tax assessment on unrepatriated earnings, as this tax was ruled unconstitutional in the amountfirst quarter of $4.0 million and $27.9 million, respectively.2018.


NOTE 1516 - POST EMPLOYMENTPOST-EMPLOYMENT PLANS


On December 31, 2020, we adopted ASU 2018-14: Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this ASU remove the disclosure of amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year. Additionally, Subtopic 715-20 adds disclosure requirements to explain the reasons for significant gains and losses related to changes in the benefit obligation for the period.

Defined Contribution Plans


We have a qualified profit-sharing and investment plan under Section 401(k) of the IRS, which covers substantially all U.S. employees. Our contributions to the plan include an annual nondiscretionary contribution of 3% of an employee's eligible compensation and a discretionary contribution at the option of the Board of Directors. Additionally, we match a portion of employees' contributions.


We also have a defined contribution plan that covers our Ireland employees. We contribute up to 18% of each participating employee’s annual eligible salary on a monthly basis.


Perrigo Company plc - Item 8
Note 15


We assumed a number of defined contribution plans associated with the Omega acquisition and we pay contributions to the pension insurance plans.


Our contributions to all of the plans were as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
December 31, 2018
$27.3 $26.6 $25.2 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31, 2016 December 31,
2015
 June 27, 2015*
$25.5
 $26.1
 $18.9
 $25.9
*    Includes Omega activity from March 30, 2015 to June 27, 2015    


Pension and Post-Retirement Healthcare Benefit Plans


We assumed the liability of two defined benefit plans (staff and executive plan) for employees based in Ireland with the Elan acquisition in 2013. These plans were subsequently merged and all plan assets and liabilities were transferred from the executive scheme to the staff scheme as a result of a plan combination.

In connection with the Omega acquisition, we assumed the liability ofhave a number of defined benefit plans. The defined benefit plans coverfor employees based primarily in Ireland, the Netherlands, Belgium, Germany, Switzerland, Greece France, and Norway. Omega companies operate various pension plans across each country.France.

148

Perrigo Company plc - Item 8
Note 16


Our defined benefit pension plans are managed externally and the related pension costs and liabilities are assessed at least annually in accordance with the advice of a qualified professional actuary. We used a December 31, 20172020 measurement date and all plan assets and liabilities are reported as of that date.


We provide certain healthcare benefits to eligible U.S. employees and their dependents who meet certain age and service requirements when they retire. Generally, benefits are provided to eligible retirees after age 65 and to their dependents. Increases in our contribution for benefits are limited to increases in the Consumer Price Index. Additional healthcare cost increases are paid through participant contributions. We accrue the expected costs of such benefits during a portion of the employees’ years of service. The plan is not funded. Under current plan provisions, the plan is not eligible for any U.S. federal subsidy related to the Medicare Modernization Act of 2003 Part D Subsidy.

Perrigo Company plc - Item 8
Note 15



The change in the projected benefit obligation and plan assets consisted of the following (in millions):
Pension BenefitsOther Benefits
Year EndedYear Ended
December 31,
2020
December 31, 2019December 31,
2020
December 31, 2019
Projected benefit obligation at beginning of period$186.9 $168.6 $3.7 $5.6 
Curtailment(2.5)
Service costs2.7 2.5 0.6 
Interest cost2.8 3.8 0.1 0.2 
Actuarial loss (gain)7.0 22.7 (0.2)0.3 
Amendments(2.9)
Contributions paid0.2 0.3 
Benefits paid(2.3)(1.6)(0.1)(0.1)
Settlements(3.8)
Foreign currency translation17.0 (3.1)
Projected benefit obligation at end of period$214.3 $186.9 $3.5 $3.7 
Fair value of plan assets at beginning of period165.4 151.9 
Actual return on plan assets8.3 19.8 
Benefits paid(2.3)(1.6)(0.1)(0.1)
Settlements(3.8)
Employer contributions2.3 2.0 0.1 0.1 
Contributions paid0.2 0.3 
Foreign currency translation15.2 (3.2)
Fair value of plan assets at end of period$189.1 $165.4 $$
Unfunded status$(25.2)$(21.5)$(3.5)$(3.7)
Presented as:
Other non-current assets$17.9 $15.8 $$
Other non-current liabilities$(43.1)$(37.3)$$
149

Perrigo Company plc - Item 8
Note 16

 Pension Benefits Other Benefits
 Year Ended Six Months Ended Year Ended Six Months Ended
 December 31,
2017
 December 31, 2016 December 31,
2015
 December 31,
2017
 December 31, 2016 December 31,
2015
Projected benefit obligation at beginning of period$158.9
 $135.0
 $140.3
 $5.8
 $7.0
 $6.0
Acquisitions
 
 5.6
 
 
 
Curtailment(1.0) 
 
 
 
 
Service costs4.5
 4.1
 2.2
 0.6
 0.6
 0.3
Interest cost3.3
 3.6
 1.7
 0.2
 0.2
 0.1
Actuarial (gain) loss(10.3) 22.6
 (10.1) (0.3) (1.9) 0.5
Contributions paid0.1
 0.3
 
 
 
 
Benefits paid(2.5) (1.7) (0.6) (0.1) (0.1) (0.1)
Foreign currency translation21.0
 (5.0) (4.1) 
 
 0.1
Projected benefit obligation at end of period$174.0
 $158.9
 $135.0
 $6.2
 $5.8
 $7.0
Fair value of plan assets at beginning of period138.2
 126.7
 128.1
 
 
 
Acquisitions
 
 3.2
 
 
 
Actual return on plan assets5.5
 9.4
 (1.7) 
 
 
Benefits paid(2.5) (1.7) (0.6) 
 
 
Employer contributions2.2
 8.2
 1.4
 
 
 
Contributions paid0.1
 0.3
 
 
 
 
Foreign currency translation19.0
 (4.7) (3.7) 
 
 
Fair value of plan assets at end of period$162.5
 $138.2
 $126.7
 $
 $
 $
Unfunded status$(11.5) $(20.7) $(8.3) $(6.2) $(5.8) $(7.0)
Presented as:           
Other non-current assets$22.0
 $10.4
 $16.5
 $
 $
 $
Other non-current liabilities$(33.5) $(31.1) $(24.8) $
 $(5.8) $(7.0)
The total accumulated benefit obligation for the defined benefit pension plans was as follows$207.5 million and $180.8 million at December 31, 2020 and December 31, 2019 respectively.

The following information relates to pension plans with an accumulated benefit obligation in excess of plan assets (in millions):
Year Ended
December 31,
2020
December 31, 2019
Accumulated benefit obligation$107.4 $93.7 
Fair value of plan assets$71.1 $62.1 
Year Ended Six Months Ended
December 31,
2017
 December 31, 2016 December 31,
2015
$167.6
 $136.3
 $109.4


The following information relates to pension plans with a projected benefit obligation in excess of plan assets (in millions):
Year Ended
December 31,
2020
December 31, 2019
Projected benefit obligation$114.2 $99.4 
Fair value of plan assets$71.1 $62.1 

The following unrecognized actual gains (losses)gain for the other benefits liability was included in OCI, net of tax (in millions):
Year Ended
December 31,
2020
December 31, 2019December 31,
2018
$0.2 $2.6 $1.3 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31, 2016 December 31,
2015
 June 27,
2015
$0.3
 $(0.7) $(0.4) $0.1






Perrigo Company plc - Item 8
Note 15



The unamortized net actuarial loss (gain) in AOCI net of tax for defined benefit pension and other benefits was as follows (in millions):
Year Ended
December 31,
2020
December 31, 2019December 31,
2018
$11.6 $6.2 $4.4 
Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31, 2016 December 31,
2015
 June 27, 2015*
$(1.3) $9.5
 $2.9
 $8.2


*    Includes Omega activity from March 30, 2015 to June 27, 2015

The total estimated credit amount to be recognized from AOCI into net periodic cost during the next year is $0.7$1.0 million.


At December 31, 2017,2020, the total estimated future benefit payments to be paid by the plans for the next five years is approximately $9.9$14.7 million for pension benefits and $1.0$0.8 million for other benefits as follows (in millions):


Payment DuePension BenefitsOther Benefits
2021$2.1 $0.1 
20222.6 0.1 
20232.6 0.2 
20243.5 0.2 
20253.9 0.2 
Thereafter27.4 1.1 
Payment Due Pension Benefits Other Benefits
2018 $1.4
 $0.1
2019 1.5
 0.2
2020 2.3
 0.2
2021 2.1
 0.2
2022 2.6
 0.3
Thereafter 20.1
 1.9


The expected benefits to be paid are based on the same assumptions used to measure our benefit obligation at December 31, 2017,2020, including the expected future employee service. We expect to contribute $2.2$2.4 million to the defined benefit plans within the next year.

150

Perrigo Company plc - Item 8
Note 16


Net periodic pension cost consisted of the following (in millions):
Pension BenefitsOther Benefits
Year EndedYear Ended
December 31, 2020December 31, 2019December 31, 2018December 31, 2020December 31, 2019December 31, 2018
Service cost$2.7 $2.5 $3.0 $$0.6 $0.6 
Interest cost2.8 3.8 3.8 0.1 0.2 0.2 
Expected return on assets(4.9)(4.9)(5.3)
Settlement0.9 
Curtailment(2.5)(1.2)
Net actuarial loss/(gain)0.9 0.8 0.6 (3.2)(0.3)(0.1)
Net periodic pension cost/(gain)$1.5 $0.6 $0.9 $(3.1)$0.5 $0.7 
 Pension Benefits Other Benefits
 Year Ended Six Months Ended Year Ended Year Ended Six Months Ended Year Ended
 December 31,
2017
 December 31, 2016 December 31,
2015
 June 27, 2015* December 31,
2017
 December 31, 2016 December 31,
2015
 June 27, 2015*
Service cost$4.5
 $4.1
 $2.2
 $0.9
 $0.6
 $0.6
 $0.3
 $0.3
Interest cost3.3
 3.6
 1.7
 2.4
 0.2
 0.2
 0.1
 0.2
Expected return on assets(4.3) (3.9) (1.8) (2.7) 
 
 
 
Curtailment(0.7) 
 
 
 
 
 
 
Net actuarial loss0.8
 0.5
 0.4
 1.0
 (0.1) 
 
 0.1
Net periodic pension cost$3.6
 $4.3
 $2.5
 $1.6
 $0.7
 $0.8
 $0.4
 $0.6


The components of the net periodic pension cost, other than the service cost component, are included in the line item Other (income) expense, net in the Consolidated Statement of Operations.
*    Includes Omega activity
The decrease in the discount rate from March 30, 20151.06% to June 27, 20150.95% has increased the liability. This decrease of 0.11% versus the discount rate used at December 31, 2019 is primarily attributable to the reduction in bond yields across the Euro zone.


Perrigo Company plc - Item 8
Note 15


The weighted-average assumptions used to determine net periodic pension cost and benefit obligation were:
Pension BenefitsOther Benefits
Year EndedYear Ended
December 31,
2020
December 31, 2019December 31,
2018
December 31,
2020
December 31, 2019December 31,
2018
Discount rate0.95 %1.06 %2.04 %3.14 %4.25 %3.59 %
Inflation1.33 %1.18 %1.45 %
Expected return on assets1.76 %2.54 %2.94 %
Interest crediting rates0.59 %0.83 %1.41 %
 Pension Benefits Other Benefits
 Year Ended Six Months Ended Year Ended Year Ended Six Months Ended Year Ended
 December 31,
2017
 December 31, 2016 December 31,
2015
 June 27, 2015* December 31,
2017
 December 31, 2016 December 31,
2015
 June 27, 2015*
Discount rate1.91% 1.76% 2.22% 2.11% 3.59% 4.00% 4.25% 4.25%
Inflation1.45% 1.43% 2.25% 1.93%        
Expected return on assets2.90% 2.89% 2.93% 2.85%        

*    Includes Omega activity from March 30, 2015 to June 27, 2015


The discount rate is based on market yields at the valuation date and chosen with reference to the yields available on high quality corporate bonds, having regardwith regards to the duration of the plan's liabilities.


As of December 31, 2017,2020, the expected weighted-average long-term rate of return on assets of 2.9%1.8%was calculated based on the assumptions of the following returns for each asset class:

Equities6.0%
Bonds1.9%
Equities5.0 %
Bonds1.7 %
Absolute return fund4.0%
Insurance contracts2.81.6 %
Other2.50.9 %


The investment mix of the pension plans' assets is a blended asset allocation, with a diversified portfolio of shares listed and traded on recognized exchanges.     


Certain of our plans have target asset allocation ranges, asranges. As of December 31, 20172020, these ranges arewere as follows:
Equities20%-30%
Bonds40%-50%
Equities10% - 20%
BondsAbsolute return20% - 30%
Absolute return50% - 60%-30%


151

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Note 16

Other plans do not have target asset allocation ranges, for such plans, the strategy is to invest primarily 100%mainly in Insurance Contracts.


The purpose of the pension funds is to provide a flow of income for members in retirement. A flow of income delivered through fixed interest bonds provides a costly but close match to this objective. Equities are held within the portfolio as a means of reducing this cost, but holding equities creates a strategic risk because they give a very different pattern of return. Property investments are held to help diversify the portfolio. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and investment portfolio reviews.


Perrigo Company plc - Item 8
Note 15


The following table sets forth the fair value of the pension plan assets as of December 31, 2017(in millions):
Year Ended
December 31, 2020December 31, 2019
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Equities$$42.8 $$42.8 $0.1 $24.5 $$24.6 
Bonds1.2 43.0 44.2 1.1 32.7 33.8 
Insurance contracts64.2 64.2 56.1 56.1 
Absolute return fund30.8 30.8 44.9 44.9 
Other7.1 07.1 6.0 6.0 
Total$1.2 $123.7 $64.2 $189.1 $1.2 $108.1 $56.1 $165.4 
 Quoted Prices in Active Markets Other Observable Inputs Unobservable Inputs  
 (Level 1) (Level 2) (Level 3) Total
Equities$0.1
 $19.1
 $
 $19.2
Bonds1.8
 30.2
 
 32.0
Insurance contracts
 
 50.8
 50.8
Absolute return fund
 54.5
 
 54.5
Other
 6.0
 
 6.0
Total$1.9
 $109.8
 $50.8
 $162.5


The following table sets forth the fair value of the pension plan assets, as of December 31, 2016 (in millions):
 Quoted Prices in Active Markets Other Observable Inputs Unobservable Inputs  
 (Level 1) (Level 2) (Level 3) Total
Equities$0.1
 $13.6
 $
 $13.7
Bonds1.6
 22.8
 
 24.4
Insurance contracts
 
 43.4
 43.4
Absolute return fund
 51.5
 
 51.5
Other
 5.2
 
 5.2
Total$1.7
 $93.1
 $43.4
 $138.2

The following table sets forth the fair value of the pension plan assets, as of December 31, 2015 (in millions):
 Other Observable Inputs Unobservable Inputs  
 (Level 2) (Level 3) Total
Equities$14.5
 $
 $14.5
Bonds38.1
 
 38.1
Property
 0.3
 0.3
Insurance contracts
 34.9
 34.9
Absolute return fund33.7
 
 33.7
Other5.2
 
 5.2
Total$91.5
 $35.2
 $126.7

For a discussion of the fair value levels and the valuation methodologies used to measure equities, bonds, and the absolute return fund (refer to Note 6).

Perrigo Company plc - Item 8
Note 15


The following table sets forth a summary of the changes in the fair value of the Level 3 pension plan assets, which were measured at fair value on a recurring basis (in millions):
Year Ended
December 31,
2020
December 31, 2019
Assets at beginning of year$56.1 $49.9 
Actual return on plan assets1.9 8.1 
Purchases, sales and settlements, net1.2 (0.5)
Foreign exchange5.0 (1.4)
Assets at end of year$64.2 $56.1 
 Year Ended Six Months Ended
 December 31,
2017
 December 31, 2016 December 31,
2015
Assets at beginning of year$43.4
 $35.2
 $34.3
Actual return on plan assets1.0
 6.7
 0.1
Purchases, sales and settlements, net0.9
 (4.2) 2.1
Net transfers
 7.6
 
Foreign exchange5.5
 (1.9) (1.3)
Assets at end of year$50.8
 $43.4
 $35.2



All properties in the fund are valued by independent valuation experts by forecasting the returns of the market at regular intervals. The inputs to the forecasts include gross national product growth, interest rates and inflation.

The fair value of the insurance contracts is an estimate of the amount that would be received in an orderly sale to a market participant at the measurement date. The amount the plan would receive from the contract holder if the contracts were terminated is the primary input and is unobservable. The insurance contracts are therefore classified as Level 3 investments.


Deferred Compensation Plans


We have non-qualified plans related to deferred compensation and executive retention that allow certain employees and directors to defer compensation subject to specific requirements. Although the plans are not formally funded, we own insurance policies that had a cash surrender value of $34.6 million, $32.7$37.3 million and $34.6$34.4 million at December 31, 2017, 2020 and December 31, 2016, andDecember 31, 2015,2019, respectively, that are intended as a long-term funding source for these plans. The assets, which are recorded in Other non-current assets, are not a committed funding source and may, under certain circumstances, be subject to claims from creditors. The deferred compensation liability of $31.6 million, $29.3$34.2 million and $34.5$31.3 million at December 31, 2017, 2020 and December 31, 2016, andDecember 31, 2015,2019, respectively, was recorded in Other non-current liabilities.


NOTE 1617 - COMMITMENTS AND CONTINGENCIES


We lease certain assets, principally warehouse facilities and computer equipment, under agreements that expire at various dates through the year ended December 31, 2024.2040. Certain leases contain provisions for renewal and purchase options and require us to pay various related expenses. Future non-cancelable minimum operating lease commitments areThe annual future maturities of our leases as follows (in millions):of December 31, 2020 was $221.3 million (refer to Note 10).
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Note 17

Due Amount
2018 $38.1
2019 31.9
2020 24.3
2021 18.6
2022 13.7
Thereafter 16.6


Rent expense under all leases was $50.9$48.2 million, $53.0$48.8 million,, $26.2 million, and $39.2$51.2 million for the years ended December 31, 20172020, December 31, 2019, and December 31, 2016, the six months ended December 31, 2015, and the year endedJune 27, 2015,2018, respectively.


Perrigo Company plc - Item 8
Note 16


At December 31, 2017,2020, we had non-cancelable purchase obligations totaling $771.0 million$1.2 billion consisting of contractual commitments to purchase materials and services to support operations. The majority of the obligations are expected to be paid within one year.


In view of the inherent difficulties of predicting the outcome of various types of legal proceedings, we cannot determine the ultimate resolution of the matters described below. We establish reserves for litigation and regulatory matters when losses associated with the claims become probable and the amounts can be reasonably estimated. The actual costs of resolving legal matters may be substantially higher or lower than the amounts reserved for those matters. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated as of December 31, 2017,2020, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows. 

Antitrust Violations

We were named as a counterclaim co-defendant in the lawsuit Fera Pharmaceuticals, LLC v. Akorn, Inc., et al. in the Southern District of New York, in which Akorn, Inc. (“Akorn”) alleged tortious interference and antitrust violations against us and Fera Pharmaceuticals, LLC (“Fera”). Trial was set for February 2018 in the Southern District of New York. This litigation arose out of our acquisition of bacitracin ophthalmic ointment from Fera in 2013. Akorn asserted claims under Sections 1 and 2 of the Sherman Antitrust Act alleging that we and Fera conspired to monopolize, attempted to monopolize, and did unlawfully monopolize the market for sterile bacitracin ophthalmic ointment in the United States through the use of an exclusive agreement with a supplier of sterile bacitracin active pharmaceutical ingredient. The parties have executed a written settlement of all claims and the case has been dismissed.


Price-Fixing Lawsuits


    Perrigo is a defendant in several cases in the generic pricing multidistrict litigation MDL No. 2724 (United States District Court for Eastern District of Pennsylvania). This multidistrict litigation, which has many cases that do not include Perrigo, includes class action and opt-out cases for federal and state antitrust claims, as well as complaints filed by certain states alleging violations of state antitrust laws.

    On July 14, 2020, the court issued an order designating the following cases to proceed on a more expedited basis (as a bellwether) than the other cases in MDL No. 2724: (a) the May 2019 state case alleging an overarching conspiracy involving more than 120 products (which does not name Perrigo a defendant) and (b) class actions alleging “single drug” conspiracies involving Clomipramine, Pravastatin, and Clobetasol. Perrigo is a defendant in the Clobetasol cases but not the others. On February 9, 2021, the court entered an order provisionally deciding to remove the May 2019 state case and the pravastatin class cases from the bellwether proceedings. The clobetasol class cases remain part of the bellwether. The order allows additional briefing on these issues and other cases may be added to the bellwether cases.

Class Action Complaints

(a) Single Drug Conspiracy Class Actions

We have been named as a co-defendant with certain other generic pharmaceutical manufacturers in a number of class actions alleging that we and other manufacturers of the same product engaged in anti-competitive behaviorsingle-product conspiracies to fix or raise the prices of certain drugs and/or allocate customers for those products starting, in some instances, as early as June 2013. The class actions were filed on behalf of putative classes of (a) direct purchasers, (b) end payors, and (c) indirect resellers. The products in question are Clobetasol gel, Desonide, and Econazole. TheseThe court denied motions to dismiss each of the complaints along withalleging “single drug” conspiracies involving Perrigo, and the cases are proceeding in discovery. As noted above, the Clobetasol cases have been designated to proceed on a more expedited schedule than the other cases. That schedule has not yet been set.

    (b) “Overarching Conspiracy” Class Actions

    The same 3 putative classes, including (a) direct purchasers, (b) end payors, and (c) indirect resellers, have filed 2 sets of class action complaints filed againstalleging that Perrigo and other companies alleging pricemanufacturers (and some individuals) entered into an “overarching conspiracy” that involved allocating customers, rigging bids and raising, maintaining, and fixing withprices for various products. Each class brings claims for violations of Sections 1 and 3 of the Sherman Antitrust Act as well as several state antitrust and consumer protection statutes.

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    Filed in June 2018, and later amended in December 2018 (with respect to more than two dozendirect purchasers) and April 2019 (with respect to end payors and indirect resellers), the first set of “overarching conspiracy” class actions include allegations against Perrigo and approximately 27 other manufacturers involving 135 drugs have been consolidated for pretrial proceedings as partwith allegations dating back to March 2011. The allegations against Perrigo concern only 2 formulations (cream and ointment) of a case captioned In re Generic Pharmaceuticals Pricing Antitrust Litigation, MDL No. 27241 of the products at issue, Nystatin. The court denied motions to dismiss the first set of “overarching conspiracy” class actions, and they are proceeding in discovery. NaN of these cases are included in the U.S. District Court for the Eastern Districtgroup of Pennsylvania. Pursuantcases on a more expedited schedule pursuant to the court’s schedule staging various casesJuly 14, 2020 order.

    In December 2019, both the end payor and indirect reseller class plaintiffs filed a second set of "overarching conspiracy” class actions against Perrigo, dozens of other manufacturers of generic prescription pharmaceuticals, and certain individuals dating back to July 2009 (end payors) or January 2010 (indirect resellers). The direct purchaser plaintiffs filed their second round overarching conspiracy complaint in phases, we have movedFebruary 2020 with claims dating back to dismissJuly 2009. On March 11, 2020, the indirect reseller plaintiffs filed a motion to amend their second round December 2019 complaint, and that motion was granted. On September 4, 2020, and December 15, 2020, the end payor plaintiffs amended their second round complaint. On October 21, 2020, the direct purchaser plaintiffs amended their second round complaint. On December 15, 2020, the indirect reseller plaintiffs filed another complaint adding allegations for additional drugs that mirror the other class plaintiffs’ claims.

    This second set of overarching complaints allege conspiracies relating to Clobetasolthe sale of various products that are not at issue in the earlier-filed overarching conspiracy class actions, the majority of which Perrigo neither makes nor sells. The amended indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Betamethasone Dipropionate lotion, Imiquimod cream, Desonide cream and Econazole. We have also recently beenointment, and Hydrocortisone Valerate cream. The December 2020 indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Adapalene, Ammonium Lactate, Bromocriptine Mesylate, Calcipotriene, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Methazolamide, Mometasone Furoate, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.The amended end payor complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The amended direct purchaser complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Fluocinonide, Halobetasol Proprionate, Hydrocortisone Valerate, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

    Perrigo has not yet responded to the second set of overarching conspiracy complaints, and responses are currently or will be stayed.
Opt-Out Complaints

    On January 22, 2018, Perrigo was named a defendantco-defendant along with 3135 other manufacturers in a complaint filed by three3 supermarket chains alleging that defendants conspired to fix prices of all31 generic prescription pharmaceutical products starting in 2013. On December 21, 2018, an amended complaint was filed that adds additional products and allegations against a total of 39 manufacturers for 33 products. The only allegations specific to Perrigo relate to Clobetasol, Desonide, Econazole, Nystatin cream, and Nystatin ointment. Perrigo moved to dismiss this complaint on February 21, 2019. The motion was denied on August 15, 2019. The case is proceeding in discovery. On February 3, 2020, the plaintiffs requested leave to file a second amended complaint. The proposed amended complaint adds dozens of additional products and allegations to the original complaint. Perrigo is discussed in connection with allegations concerning an additional drug, Fenofibrate. Defendants opposed the motion for leave to file a second amended complaint and the court has yet to rule on the issue.

    On August 3, 2018, a large managed care organization filed a complaint alleging price-fixing and customer allocation concerning 17 different products among 27 manufacturers including Perrigo. The only allegations specific to Perrigo concern Clobetasol. Perrigo moved to dismiss this complaint on February 21, 2019. Plaintiff filed a second amended complaint in April 2019 that adds additional products and allegations. The amended allegations that concern Perrigo include: Clobetasol, Desonide, Econazole, and Nystatin. The motion to dismiss was denied on August 15, 2019. The case is proceeding in discovery.
154

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Note 17


The same organization amended a different complaint that it had filed in October 2019, which did not name Perrigo, on December 15, 2020, adding Perrigo as a defendant and asserting new allegations of alleged antitrust violations involving Perrigo and dozens of other generic pharmaceutical manufacturers. The allegations relating to Perrigo concern: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Fluocinonide, Halobetasol Proprionate, Hydrocortisone Valerate, Imiquimod, Permethrin, Prochlorperazine Maleate, and Triamcinolone Acetonide.

The same organization filed a third complaint on December 15, 2020, naming Perrigo and dozens of other manufacturers alleging antitrust violations concerning generic pharmaceutical drugs. The allegations relating to Perrigo concern: Ammonium Lactate, Calcipotriene Betamethasone Dipropionate, Erythromycin, Fluticasone Propionate, Hydrocortisone Acetate, Methazolamide, Promethazine HCL, and Tacrolimus.

    On January 16, 2019, a health insurance carrier filed a complaint in the U.S. District Court for the District of Minnesota alleging a conspiracy to fix prices of 30 products among 30 defendants. The only allegations specific to Perrigo concerned Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations that concern Perrigo relate to Fluocinonide.

The same health insurance carrier filed a new complaint on December 15, 2020, naming Perrigo and dozens of other manufacturers alleging antitrust violations concerning generic pharmaceutical drugs. The allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

    On July 18, 2019, 87 health plans filed a Praecipe to Issue Writ of Summons in Pennsylvania state court to commence an action against 53 generic pharmaceutical manufacturers and 17 individuals, alleging antitrust violations concerning generic pharmaceutical drugs. While Perrigo was named as a defendant, no complaint has been filed and the precise allegations and products at issue have not been identified. Proceedings in the case, including the filing of a complaint, have been stayed at the request of the plaintiffs.

    On December 11, 2019, a health care service company filed a complaint against Perrigo and 38 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other multi-district litigation ("MDL") complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream/ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

    On December 16, 2019, a Medicare Advantage claims recovery company filed a complaint against Perrigo and 39 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, and Econazole. The complaint was originally filed in the District of Connecticut but has been consolidated into the MDL. Perrigo has not yet had the opportunity to respond to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Desoximetasone, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

155

Perrigo Company plc - Item 8
Note 17

    On December 23, 2019, several counties in New York filed an amended complaint against Perrigo and 28 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was originally filed in New York State court but was removed to federal court and has been consolidated into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

    On December 27, 2019, a healthcare management organization filed a complaint against Perrigo and 25 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed originally in the Northern District of California but has been consolidated into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

    On March 1, 2020, Harris County of Texas filed a complaint against Perrigo and 29 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The products at issue that plaintiffs claim Perrigo manufacturers or sells include: Adapalene, Betamethasone Dipropionate, Ciclopirox, Clindamycin, Clobetasol, Desonide, Econazole, Ethinyl Estradiol/Levonorgestrel, Fenofibrate, Fluocinolone, Fluocinonide, Gentamicin, Glimepiride, Griseofulvin, Halobetasol Propionate, Hydrocortisone Valerate, Ketoconazole, Mupirocin, Nystatin, Olopatadine, Permethrin, Prednisone, Promethazine, Scopolamine, and Triamcinolone Acetonide. The complaint was originally filed in the Southern District of Texas but has been transferred to the MDL. Harris County amended its complaint in May 2020. Perrigo has not yet responded to the complaint, and responses are currently stayed.

    In May 2020, 7 health plans filed a writ of summons in the Pennsylvania Court of Common Pleas in Philadelphia concerning an as-yet unfiled complaint against Perrigo, 3 dozen other manufacturers, and 17 individuals, concerning alleged antitrust violations in connection with the pricing and sale of generic prescription pharmaceutical products. No complaint has yet been filed, so the precise allegations and products at issue are not yet clear. In addition, Defendants are in the process of being served, and proceedings in the case will likely be stayed.

    On June 9, 2020, a health insurance carrier filed a complaint against Perrigo and 25 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

    On July 9, 2020, a drugstore chain filed a complaint against Perrigo and 39 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. Perrigo is also listed in connection with Fenofibrate. The complaint was filed in the Eastern District of Pennsylvania and will be
156

Perrigo Company plc - Item 8
Note 17

transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

    On August 27, 2020, Suffolk County of New York filed a complaint against Perrigo and 35 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream and ointment. The other products at issue that plaintiffs claim Perrigo manufacturers or sells include: Adapalene gel, Albuterol, Benazepril HCTZ, Clotrimazole, Diclofenac Sodium, Fenofibrate, Fluocinonide, Glimepiride, Ketoconazole, Meprobamate, Imiquimod, Triamcinolone Acetonide, Erythromycin/Ethyl Solution, Betamethasone Valerate, Ciclopirox Olamine, Terconazole, Hydrocortisone Valerate, Fluticasone Propionate, Desoximetasone, Clindamycin Phosphate, Halobetasol Propionate, Hydrocortisone Acetate, Promethazine HCL, Mometasone Furoate, and Amiloride HCTZ. The complaint was filed in the Eastern District of New York and has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.

    On September 4, 2020, a drug wholesaler and distributor filed a complaint against Perrigo and 39 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate (Cal Beta Dip), Ciclopirox, Clindamycin, Clobetasol, Desonide, Econazole, Erythromycin, Fenofibrate, Fluticasone, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone furoate, Nystatin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The complaint was filed in the Eastern District of Pennsylvania and will be transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.

On December 11, 2020, a drugstore chain filed a complaint against Perrigo and 45 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate (Cal Beta Dip), Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Nystatin, Permethrin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone. The complaint was filed in the Eastern District of Pennsylvania and will be transferred into the MDL.

On December 14, 2020, a supermarket chain filed a complaint against Perrigo and 45 other manufacturers (as well as certain individuals) alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Fenofibrate, Halobetasol, Hydrocortisone Valerate, Nystatin, Permethrin, and Triamcinolone Acetonide. The complaint was filed in the Eastern District of Pennsylvania and will be transferred into the MDL.

On December 15, 2020, a drugstore chain filed a complaint against Perrigo and 45 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The complaint lists 63 drugs that the chain purchased from Perrigo, but the product conspiracies allegedly involving Perrigo focus on Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate (Cal Beta Dip), Ciclopirox, Clindamycin Phosphate, Desonide, Econazole, Erythromycin, Fluocinonide, Fluticasone Propionate, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Nystatin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone. The complaint was filed in the Eastern District of Pennsylvania and will be transferred into the MDL.

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On December 15, 2020, several counties in New York filed a complaint against Perrigo 45 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The allegations that concern Perrigo include: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The complaint was originally filed in New York State court but will likely be removed to federal court and consolidated into the MDL.

State Attorney General Complaint

    On June 10, 2020, the Connecticut Attorney General’s office filed a lawsuit on behalf of Connecticut and 50 other states and territories against Perrigo, 35 other generic pharmaceutical manufacturers, and certain individuals (including 1 former and 1 current Perrigo employee), alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of eighty products. The allegations against Perrigo focus on the following drugs: Adapalene Cream, Ammonium Lactate cream and lotion, Betamethasone dipropionate lotion, Bromocriptine tablets, Calcipotriene Betamethasone Dipropionate (Cal Beta Dip) Ointment, Ciclopirox cream and solution, Clindamycin solution, Desonide cream and ointment, Econazole cream, Erythromycin base alcohol solution, Fluticasone cream and lotion, Halobetasol cream and ointment, Hydrocortisone Acetate suppositories, Hydrocortisone Valerate cream, Imiquimod cream, Methazolamide tablets, Nystatin ointment, Prochlorperazine suppositories, Promethazine HCL suppositories, Tacrolimus ointment, and Triamcinolone cream and ointment. The Complaint was filed in the District of Connecticut, but has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.

Canadian Class Action Complaint

    In June 2020, an end payor filed a class action in Ontario, Canada against Perrigo and 29 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. In December 2020, Plaintiffs amended their complaint to add additional claims based on the State AG complaint of June 2020. Perrigo has not yet responded to the complaint.

    At this stage, we cannot reasonably predictestimate the outcome of the liability if any, associated with these claims.the claims listed above.


Securities Litigation
 
In the United States (cases related to events in 2015-2017)


On May 18, 2016, a shareholder filed a securities case against us and our former CEO, Joseph Papa, in the U.S. District Court for the District of New Jersey (Roofers’ Pension Fund v. Papa, et al.). The plaintiff purported to represent a class of shareholders for the period from April 21, 2015 through May 11, 2016, inclusive. The original complaint alleged violations of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against both defendants and 20(a) control person liability against Mr. Papa. In general, the allegations concerned the actions taken by us and the former executive to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015. The plaintiff also alleged that the defendants provided inadequate disclosure concerning alleged integration problems related to the Omega acquisition in the period from April 21, 2015 through May 11, 2016. On July 19, 2016, a different shareholder filed a securities class action against us and our former CEO, Joseph Papa, also in the District of New Jersey (Wilson v. Papa, et al.al.). The plaintiff purported to represent a class of persons who sold put options on our shares between April 21, 2015 and May 11, 2016. In
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general, the allegations and the claims were the same as those made in the original complaint filed in the Roofers' Pension Fund case described above. On December 8, 2016, the court consolidated the Roofers' Pension Fund case and the Wilson case under the Roofers' Pension Fund case number. In February 2017, the court selected the lead plaintiffs for the consolidated case and the lead counsel to the putative class. In March 2017, the court entered a scheduling order.


On June 21, 2017, the court-appointed lead plaintiffs filed an amended complaint that superseded the original complaints in the Roofers’ Pension Fundcase and the Wilson case. TheIn the amended complaint, the lead
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plaintiffs seek to represent a class3 classes of shareholders: (i) shareholders forwho purchased shares during the period from April 21, 2015 through May 3, 2017 andon the amended complaint identifies three subclasses -U.S. exchanges; (ii) shareholders who purchased shares during the period on the U.S. exchanges; shareholders who purchased shares during thesame period on the Tel Aviv exchange; and (iii) shareholders who owned shares on theNovember 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (the final day of the Mylan tender offer November 13, 2015.offer) regardless of whether the shareholders tendered their shares. The amended complaint names as defendants us and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The amended complaint alleges violations of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals. In general, the allegations concern the actions taken by us and the former executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure throughout the entire class period related to purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company and at Omega, alleges price fixing activities with respect to six6 generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri® royalty stream. The amended complaint does not include an estimate of damages. In AugustDuring 2017, the defendants filed motions to dismiss, which the amended complaint. The plaintiffs filed their oppositionopposed. On July 27, 2018, the court issued an opinion and order granting the defendants’ motions to dismiss in October 2017. The defendants filed replies in support ofpart and denying the motions to dismiss in November 2017.part. The court hasdismissed without prejudice defendants Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, Donal O’Connor, and Marc Coucke. The court also dismissed without prejudice claims arising from the Tysabri® accounting issue described above and claims alleging incorrect disclosure of organic growth described above. The defendants who were not indicated whether there will be oral argumentdismissed are Perrigo Company plc, Joe Papa, and Judy Brown. The claims (described above) that were not dismissed relate to the integration issues regarding the Omega acquisition, the defense against the Mylan tender offer, and the alleged price fixing activities with respect to 6 generic prescription pharmaceuticals. The defendants who remain in the case (the Company, Mr. Papa, and Ms. Brown) have filed answers denying liability, and the discovery stage of litigation began in late 2018. Discovery in the class action ended on January 31, 2021. Defendants expect to file various post-discovery motions or whether the court will decide the motions on the papers.including summary judgment motions. We intend to defend the lawsuit vigorously.


On November 1,14, 2019, the court granted the lead plaintiffs’ motion and certified 3 classes for the case: (i) all those who purchased shares between April 21, 2015 through May 2, 2017 Carmignac Gestion, S.A.,inclusive on a U.S. exchange and were damaged thereby; (ii) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on the Tel Aviv exchange and were damaged thereby; and (iii) all those who owned shares as of November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (whether or not a person tendered shares in response to the Mylan tender offer) (the "tender offer class"). Defendants filed a securities lawsuit against uspetition for leave to appeal in the Third Circuit challenging the certification of the tender offer class. On April 30, 2020, the Third Circuit denied leave to appeal. The District Court has approved the issuance of a notice of the pendency of the class action, and three individuals (former Chairman and CEO Joseph Papa, former CFO Judy Brown, and former Executive Vice President and Board member Marc Coucke). This lawsuitthe notice has been sent to shareholders who are eligible to participate in the classes.

Unless otherwise noted, each of the lawsuits discussed in the following sections is not a securities class action. The case is styled Carmignac Gestion, S.A. v. Perrigo Company plc, et al., and was filedpending in the U.S. District Court for the District of New Jersey.Jersey and has been assigned to the same judges hearing the Roofers’ Pension Fund case. The allegations in the complaints relate to events during certain portions of the 2015 through 2017 calendar years, including the period of the Mylan tender offer. All but one of these lawsuits allege violations of federal securities laws, but none are class actions. NaN lawsuit (Highfields) alleges only state law claims. Discovery in all these cases, except Highfields, is underway and currently scheduled to end in early September 2021. We intend to defend all these lawsuits vigorously.

Carmignac, First Manhattan and Similar Cases. The following 7 cases were filed by the same law firm and generally make the same factual assertions but, at times, differ as to which securities laws violations they allege:
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CaseDate Filed
Carmignac Gestion, S.A. v. Perrigo Company plc, et al.11/1/2017
First Manhattan Co. v. Perrigo Company plc, et al.2/16/2018; amended 4/20/2018
Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al.10/29/2018
Schwab Capital Trust, et al. v. Perrigo Company plc, et al.1/31/2019
Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al.2/22/2019
Principal Funds, Inc., et al. v. Perrigo Company plc, et al.3/5/2020
Kuwait Investment Authority, et al. v. Perrigo Company plc, et al.3/31/2020

The original complaints in the Carmignac case and the First Manhattan case named Perrigo, Mr. Papa, Ms. Brown, and Mr. Coucke as defendants. Mr. Coucke was dismissed as a defendant after the plaintiffs agreed to apply the July 2018 ruling in the Roofers' Pension Fund case to these two cases. The complaints in each of the other cases name only Perrigo, Mr. Papa, and Ms. Brown as defendants.

Each complaint asserts claims under Securities Exchange Act sectionsSections 10(b) (and Rule 10b-5),10b-5 thereunder) and all cases except Aberdeen assert claims under Section 14(e), and 18 of the Securities Exchange Act against all defendants, as well as 20(a) control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. In general,The control person claims against the plaintiff’s allegations focus on events duringindividual defendants are limited to the period from April 2015 through April 2016. Plaintiff contends that2016 in the defendants providedCarmignac case. The complaints in the Carmignac and First Manhattan cases also assert claims under Section 18 of the Exchange Act.

Each complaint alleges inadequate disclosure throughout the perioddisclosures concerning the valuation and integration of Omega, the financial guidance we provided, by us during that period, our reporting about the generic prescription pharmaceutical business and its prospects, and the activities surrounding the efforts to defeat the Mylan tender offer during 2015.2015, and, in each of the cases other than Carmignac, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals. The First Manhattan complaint also alleges improper accounting for the Tysabri® asset. With the exception of Carmignac, each of these cases relates to events during the period from April 2015 through May 2017. Many of the allegations in this casethese cases overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case, described above. The plaintiff doesthough the Nationwide Mutual, Schwab Capital, Aberdeen, Principal Funds and Kuwait complaints do not provide an estimate of damages. We intend to defendinclude the lawsuit vigorously. The parties jointly requestedfactual allegations that the court stay thisdismissed in the July 2018 ruling in the Roofers' Pension Fund case.

After the court issued its July 2018 opinion in the Roofers’ Pension Fund case, pending the outcome ofparties in Carmignac and First Manhattan conferred and agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in their cases. The later filed cases adopted a ruling onsimilar posture. The defendants in theCarmignac and other cases listed above filed motions to dismiss filedaddressing the additional allegations in the Roofers' Pension Fund case (discussed above), andsuch cases. On July 31, 2019, the court granted such motions to dismiss in part and denied them in part. That ruling applies to each of the stay motion.
On January 16, 2018, Manning & Napier Advisors, LLCabove cases. The defendants have filed a securities lawsuit against us and three individuals (former Chairman and CEO Joseph Papa, former CFO Judy Brown, and former Executive Vice President and Board member Marc Coucke). This lawsuit is not a securities class action. Theanswers in each case denying liability. Each case is styled Manning & Napier Advisors, LLCcurrently in the discovery phase.

Mason Capital, Pentwater and Similar Cases. The following 8 cases were filed by the same law firm and generally make the same factual allegations:
CaseDate Filed
Mason Capital L.P., et al. v. Perrigo Company plc, et al.1/26/2018
Pentwater Equity Opportunities Master Fund Ltd., et al.  v. Perrigo Company plc, et al.1/26/2018
WCM Alternatives: Event-Drive Fund, et al. v. Perrigo Co., plc, et al.11/15/2018
Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al.11/15/2018
Discovery Global Citizens Master Fund, Ltd., et al. v. Perrigo Co. plc, et al.12/18/2019
York Capital Management, L.P., et al. v. Perrigo Co. plc, et al.12/20/2019
Burlington Loan Management DAC v. Perrigo Co. plc, et al.2/12/2020
Universities Superannuation Scheme Limited v. Perrigo Co. plc, et al.3/2/2020

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The complaints in the U.S. District Court forMason Capital case and the DistrictPentwater case originally named Perrigo and 11 current or former directors and officers of New Jersey.Perrigo as defendants. In the July 2018 Roofers’ Pension Fund ruling, the court dismissed without prejudice each of the defendants other than Perrigo, Mr. Papa and Ms. Brown from that case; these plaintiffs later agreed that this ruling would apply to their cases as well. The complaints in each of the other cases in the above table name only Perrigo, Mr. Papa, and Ms. Brown as defendants.

Each complaint asserts claims under Section 14(e) of the Securities Exchange Act sections 10(b) (and Rule 10b-5) and 18 against all defendants, as well as 20(a) control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. In general,The complaints in the plaintiff’s allegations focus on eventsWCM case and the Universities Superannuation Scheme case also assert claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

Each complaint alleges inadequate disclosure during the tender offer period from Aprilin 2015 through May 2017. Plaintiff contends that the defendants provided inadequate disclosureand at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six6 generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri® financial asset. The WCM complaint also makes these allegations for the period through May 2017 and the Universities Superannuation Scheme complaint also concerns certain times during 2016. Many of the factual allegations in this casethese cases overlap with the allegations of the June 2017 amended complaint in the Roofers'Roofers’ Pension Fund case, and the Mason Capital and Pentwater cases include factual allegations similar to those in the Carmignac case described above. The plaintiff does not provide an estimate

After the court issued its July 2018 opinion in the Roofers’ Pension Fund case, the parties in each of damages. We intend to defend the lawsuit vigorously. The parties jointly requestedabove casesconferred and agreed that the court stay this case pending the outcome of a
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ruling on the motion to dismiss filed in the Roofers'Roofers’ Pension Fund case (discussed above),would apply equally to the common allegations in their cases. The defendants in each of these cases have filed answers denying liability, and each of the cases is currently in the discovery phase.

Harel Insurance and TIAA-CREF Cases. The following 2 cases were filed by the same law firm and generally make the same factual allegations relating to the period from February 2014 through May 2017 (in the Harel case) and from August 2014 through May 2017 (in the TIAA-CREF case):
CaseDate Filed
Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al.2/13/2018
TIAA-CREF Investment Management, LLC., et al. v. Perrigo Company plc, et al.4/20/2018

The complaints in the Harel and TIAA-CREF cases originally named Perrigo and 13 current or former directors and officers of Perrigo as defendants (adding 2 more individual defendants not sued in the other cases described in this section). In the July 2018 Roofers’ Pension Fund ruling, the court granteddismissed without prejudice 8 of the stay motion.11 defendants other than Perrigo, Mr. Papa and Ms. Brown from that case. These plaintiffs later agreed that that ruling would apply to these cases as well and also dismissed their claims against the two additional individuals that only these plaintiffs had named as defendants.


On January 26,Each complaint asserts claims under Sections 10(b) and 14(e) of the Securities Exchange Act and Rule 10b-5 thereunder against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. The complaint in the Harel case also asserts claims based on Israeli securities laws.

Each of the complaints alleges inadequate disclosure around the tender offer events in 2015 and at various times during the relevant periods concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri® asset from February 2014 until the withdrawal of past financial statements in April 2017.

After the court issued its July 2018 two different plaintiff groups (the Mason Capital groupopinion in the Roofers’ Pension Fund case, the parties in the Harel and TIAA-CREF cases conferred and agreed that such ruling would apply equally to the Pentwater group) each filed a lawsuit against us and the same individuals who arecommon allegations in their cases. The defendants in each of these cases have filed answers denying liability, and each of the cases is currently in the discovery phase.

Other Cases Related to Events in 2015-2017. Certain allegations in the following 3 cases also overlap with the allegations of the June 2017 amended complaint in the securities class actionRoofers' Pension Fund case described above (Roofers’ Pension Fund case). The same law firm represents these two plaintiff groups, and the two complaints are substantially similar. These two cases are not securities class actions. One case is styled Mason Capital L.P., et al. v. Perrigo Company plc, et al., and was filedwith allegations in the U.S. District Court for the District1 or more of New Jersey. The other case is styled Pentwater Equity Opportunities Master Fund Ltd., et al.  v. Perrigo Company plc, et al., and also was filed in the U.S. District Court for the District of New Jersey. Both cases are assigned to the same federal judge that is hearing the class action case and the other individual cases described in the sections above:
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CaseDate Filed
Sculptor Master Fund (f/k/a OZ Master Fund, Ltd.), et al. v. Perrigo Company plc, et al.2/6/2019
Highfields Capital I LP, et al. v. Perrigo Company plc, et al.6/4/2020
BlackRock Global Allocation Fund, Inc., et al. v. Perrigo Co. plc, et al.4/21/2020
Starboard Value and Opportunity C LP, et al. v. Perrigo Company plc, et al.2/25/2021

Each of the above (Carmignac complaints names Perrigo, Mr. Papa, and Manning & Napier). EachMs. Brown as defendants.

The Sculptor Master Fund (formerly OZ) complaint asserts claims under Sections 10(b) and 14(e) of the Securities Exchange Act and Rule 10b-5 thereunder against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. The parties have agreed that the court's rulings in July 2018 in the Roofers' Pension Fund case and in July 2019 in the Carmignac and related cases will apply to this case as well. The defendants have filed answers denying liability. The plaintiffs are participating in the discovery proceedings in the Roofers' Pension Fund case and the various individual cases described above.

    The BlackRock Global complaint also asserts claims under Securities Exchange Act sectionssection 10(b) (and SEC Rule 10b-5) and section 14(e) (related to tender offer disclosures) against all defendants as well asand section 20(a) control person liabilityclaims against the individual defendants. In general,defendants largely based on the plaintiff’s allegations describesame events during the period from April 2015 through May 2017. Plaintiff contendsPlaintiffs contend that the defendants provided inadequate disclosure during the tender offer period in 2015 and point to disclosures at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six6 generic prescription pharmaceuticals, alleged lower performance in the generic prescription drug business during 2015 and alleged improper accounting for the Tysabri® financial asset. ManyThe defendants have filed answers denying liability. The plaintiffs are participating in the discovery proceedings in the Roofers' Pension Fund case and the various individual cases described above.

The Starboard Value and Opportunity C LP complaint also asserts claims under Securities Exchange Act section 10(b) (and SEC Rule 10b-5) against all defendants and section 20(a) control person claims against the individual defendants based on events related to alleged price fixing activities with respect to generic prescription drugs during periods that overlap to some extent with the period alleged in the various other cases described above. Plaintiffs contend that the defendants provided inadequate disclosure during 2016 about generic prescription drug business and those alleged matters. The lawsuit was filed on February 25, 2021; no further activity has occurred.

The Highfields federal case complaint asserted claims under Sections 14(e) and 18 of the factual allegations in these two cases overlap with the allegationsSecurities Exchange Act against all defendants, as well as control person liability under Section 20(a) of the June 2017 amended complaint inSecurities Exchange Act against the Roofers' Pension Fund case described above and the allegations in the Carmignac case described above. The plaintiff does not provide an estimate of damages. The parties to each case jointly requested that the court stay each case pending the outcome of a ruling on the motions to dismiss filed in the Roofers’ Pension Fund case (discussed above). The court granted the stay motion in each case. We intend to defend both lawsuits vigorously.

On February 13, 2018, a group of plaintiff investors affiliated with Harel Insurance Investments & Financial Services, Ltd. filed a lawsuit against us and the same individuals who are defendants in the amended complaint in the securities class action case described above (Roofers’ Pension Fund case). The new complaint is substantially similar to the amended complaint in the Roofers' Pension Fund case. The relevant period in the new complaint stretches from February 2014 to May 2, 2017. The complaint adds as defendants two individuals who served on our Board prior to 2016. The case is styled Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al., and wasindividual defendants. As originally filed in the U.S. District Court for the District of New Jersey and is assigned toMassachusetts, the same federal judge that is hearing the class action cases and the four other individual cases described above (Carmignac, Manning & Napier, Mason Capital, and Pentwater). The Harel Insurance Company Highfields complaint assertsalso alleged claims under Securities Exchange Act section 10(b) (and related SEC Rule 10b‑5)the Massachusetts Unfair Business Methods Law (chapter 93A) and section 14(e) (relatedMassachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. The factual allegations generally were similar to tender offer disclosures) against all defendants as well as 20(a) control person liability against the individual defendants. The complaint also asserts claims based on Israeli securities laws. In general, the plaintiff’s allegations describe events during the period from February 2014 through May 2017. Plaintiff contends that the defendants provided inadequate disclosure during the tender offer events in 2015 and point to disclosures at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri® financial asset from February 2014 until the withdrawal of past financial statements in April 2017. Many of the factual allegations in these two cases overlap with the allegations of the June 2017 amended complaintAmended Complaint in the Roofers' Pension Fund case described above, andexcept that the Highfields plaintiffs did not include allegations inabout alleged collusive pricing of generic prescription drugs. In March 2020, the four opt out cases also described above. The plaintiff does not provide an estimateDistrict of damages. The parties jointly filed a stay motion similar to the stay sought in the five other opt out cases. TheMassachusetts court granted defendants’ motion and transferred the stay motion. We intendcase to defend the lawsuit vigorously.

On February 16, 2018, First Manhattan Company filed a securities lawsuit against us and three individuals (former Chairman and CEO Joseph Papa, former CFO Judy Brown, and former Executive Vice President and Board member Marc Coucke). This lawsuit is not a securities class action. The case is styled First Manhattan Co. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey.Jersey so that the activities in the case could proceed in tandem with the other cases in the District of New Jersey described above. After the transfer, in June 2020, the Highfields plaintiffs voluntarily dismissed their federal lawsuit. The case was assigned tosame Highfields plaintiffs the same judge hearing the class action case and the five other opt out cases. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b-5), 14(e), and 18 against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiff’s allegations focus on events during the period from April 2015 through May 2017. Plaintiff contends that the defendants provided inadequate disclosure at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri® financial asset. Thisday then filed a new lawsuit was
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filed by the same law firm that filed the Manning & Napier Advisors case and the Carmignac case described above and generally makesin Massachusetts State Court asserting the same factual assertionsallegations as in their federal lawsuit and alleging only Massachusetts state law claims under the Manning & Napier Advisors case. ManyMassachusetts Unfair Business Methods Law (chapter 93A) and Massachusetts common law claims of the allegations in this case overlaptortious interference with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above. The plaintiff does not provide an estimate of damages. We intend to defend the lawsuit vigorously. The parties jointly requested that the court stay this case pending the outcome of a ruling on the motionsprospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. Defendants’ motion to dismiss filed inhas been fully briefed as of late November 2020, and the Roofers’ Pension Fund case (discussed above). The court grantedmotion is pending before the stay motion. court.


In Israel (cases related to events in 2015-2017)


Because our shares are traded on the Tel Aviv exchange under a dual trading arrangement, we are potentially subject to securities litigation in Israel. ThreeNaN cases were filed; two were1 was voluntarily dismissed in each of 2017 and one2018 and 1 was stayed.stayed in 2018. We are consulting Israeli counsel about our response to these allegations and we intend to defend these casesthis case vigorously.


On May 22, 2016, shareholders filed a securities class action against us and five individual defendants: Our former CEO Mr. Papa, our former Executive Vice President and General Manager of the BCH segment Marc Coucke, our then Chief Executive Officer John Hendrickson, our former Board member Gary Kunkle, Jr., and our Board member Laurie Brlas alleging violations of Israeli law in the District Court of Tel Aviv-Jaffa (Schweiger et al. v.
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Perrigo Company plc et al.). On June 15, 2016, we filed a motion to stay the case pending the outcome of the securities class action pending in the New Jersey Federal Court. The plaintiffs did not oppose the motion. The Israeli court granted the motion on the same day, and the Schweiger action was stayed. In October 2017, the Schweiger plaintiffs dismissed their claims without prejudice because of the pendency of another class action case filed in Israel (see discussion below of the Israel Elec. Corp. Employees’ Educ. Fund case). The court approved the voluntary dismissal. - Item 8

Note 17
On March 29, 2017, plaintiff Eyal Keinan commenced an action in the District Court of Tel Aviv-Jaffa asserting securities claims against two defendants: Perrigo and its auditor Ernst & Young LLP ("EY"). The case is styled Keinan v. Perrigo Company plc, et al. The action sought certification of a class of purchasers of Perrigo shares on the Israeli exchange beginning February 6, 2014. The proposed closing date for the class was not clear from the complaint though it appeared to extend into 2017. In general, the plaintiff asserted that we improperly accounted for our stream of royalty income from two drugs: Tysabri® and Prialt. The court filings contended that the alleged improper accounting caused the audited financial results for Perrigo to be incorrect for the six month period ended December 31, 2015, and the years ended June 27, 2015 and June 28, 2014 and the other financial data released by us over those years and 2016 to also be inaccurate. The plaintiff maintained that the defendants are liable under Israeli securities law or, in the alternative, under U.S. securities law. The plaintiff indicated an initial, preliminary class damages estimate of 686.0 million NIS (approximately $192.0 million at 1 NIS = $0.28 cent). In January 2018, the Keinan plaintiff announced its intention to dismiss his claims because of the pendency of another class action case filed in Israel (see discussion below of the Israel Elec. Corp. Employees’ Educ. Fund case). The court granted the dismissal on February 11, 2018.

On June 28, 2017, a plaintiff filed a complaint in Tel Aviv District Court styled Israel Elec. Corp. Employees’ Educ. Fund v. Perrigo Company plc, et al.The lead plaintiff seeks to represent a class of shareholders who purchased Perrigo stock on the Tel Aviv exchange during the period from April 24, 2015 through May 3, 2017 and also a claim for those that owned shares on the final day of the Mylan tender offer (November 13, 2015). The amended complaint names as defendants the Company, EYErnst & Young LLP (the Company’s auditor), and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The complaint alleges violations under U.S. securities laws of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals or, in the alternative, under Israeli securities laws. In general, the allegations concern the actions taken by us and our former executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure concerning purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company, alleges price fixing activities with respect to six6 generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri®Tysabri® royalty stream. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = $0.28 cent)0.28 cents). After the other 2 cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fund case in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously.


In the United States (cases related to Irish Tax events)

    On January 3, 2019, a shareholder filed a complaint against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in the U.S. District Court for the Southern District of New York (Masih v. Perrigo Company, et al.). Plaintiff purported to represent a class of shareholders for the period November 8, 2018 through December 20, 2018, inclusive. The complaint alleged violations of Securities Exchange Act section 10(b) (and Rule 10b‑5) against all defendants and section 20(a) control person liability against the individual defendants. In general the allegations contended that the Company, in its Form 10‑Q filed November 8, 2018, disclosed information about an October 31, 2018 audit finding letter received from Irish tax authorities but failed to disclose enough material information about that letter until December 20, 2018, when we filed a current report on Form 8‑K about Irish tax matters. The plaintiff did not provide an estimate of class damages. The court selected lead plaintiffs and changed the name of the case to In re Perrigo Company plc - Item 8Sec. Litig. The lead plaintiffs filed an amended complaint on April 12, 2019, which named the same defendants, asserted the same class period, and invoked the same Exchange Act sections. The amended complaint generally repeated the allegations of the original complaint with a few additional details and adds that the defendants also failed to timely disclose the Irish tax authorities’ Notice of Amended Assessment received on November 29, 2018. Defendants filed a motion to dismiss on May 3, 2019. On May 31, 2019, the plaintiffs filed a second amended complaint, which asserted a longer class period (March 1, 2018 through December 20, 2018) and added 1 additional individual defendant, former CEO Uwe Roehrhoff. In general, the second amended complaint contends that Perrigo’s disclosures about the Irish tax audit were inadequate beginning with Perrigo’s 10-K filed on March 1, 2018 through December 20, 2018 and repeats many of the allegations of the April 2019 amended complaint. The second amended complaint alleges violations of Securities Exchange Act section 10(b) (and SEC Rule 10b-5) against all defendants and section 20(a) control person liability against the 3 individual defendants. All defendants filed a joint motion to dismiss, and the motion was fully briefed. On January 23, 2020, the court granted the motion to dismiss in part and denied it in part, dismissing Mr. Roehrhoff as a defendant and dismissing allegations of inadequate disclosures related to the audit by Irish Revenue during the period March 2018 through October 30, 2018. The court permitted the plaintiffs to pursue their claims against us, Mr. Kessler, and Mr. Winowiecki related to disclosures after Perrigo received the October 30, 2018 audit findings letter and later events through December 20, 2018. The defendants filed answers on February 13, 2020 denying liability, and the court held a scheduling conference on February 28, 2020, and issued a scheduling order on March 3, 2020. Discovery on the remaining issues is underway. Plaintiffs filed a motion for class certification, which was granted in September 2020. In January 2021, class plaintiffs filed a motion for leave to file a third amended complaint in an effort to revive their claim that the disclosure of the audit during the period from March 1, 2018 to October 30, 2018 was also inadequate. The court denied the motion in February 2021. We intend to defend the lawsuit vigorously.
Note 16

In Israel (case related to Irish Tax events)


On July 12, 2017,December 31, 2018, a shareholder filed an action against the plaintiffCompany, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in the Israel Elec. Corp. Employees’ Educ. FundTel Aviv District Court (Baton v. Perrigo Company plc, et al.et. al.). The case is a securities class action brought in Israel making similar factual allegations for the same period as those asserted in the In re Perrigo Company plc Sec. Litig case in New York federal court. This case alleges that persons who invested through the Tel Aviv stock exchange can assert claims under Israeli securities law that will follow the
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Note 17

liability principles of Sections 10(b) and 20(a) of the U.S. Securities Exchange Act. The plaintiff does not provide an estimate of class damages. In 2019, the court granted 2 requests by Perrigo to stay the proceedings pending the resolution of proceedings in the United States. Perrigo filed a further request for a stay in February 2020, and the court granted the stay indefinitely. The plaintiff filed a motion to have all three cases pending in Israel either consolidated orlift the other two cases dismissed sostay then later agreed that the Israel Elec. Corp. Educ. Fund plaintiff can proceed as the sole plaintiff. In October 2017, the Schweiger plaintiffs (see description above) voluntarily dismissed their securities class action without prejudice as part of their response to the motion filed by the Israel Elec. Corp. Educ. Fund plaintiff. A variety of other procedural motions were also pending having to do with the timing of any response by defendants. The court held an initial conference on November 9, 2017 to address the motion filed by the Israel Elec. Corp. Educ. Fund plaintiff. Subsequently, the competing class plaintiffs held discussions and informedcase should remain stayed through February 2021; the court in January 2018 that they had reached an agreement among themselves such thatextended the Education Fund case will continue while the Keinan plaintiff will dismiss its case. The court approved this outcome. At the request of the parties, the court has stayed the Education Fund case pending the final adjudication of the class action case in DNJ (the Roofers’ Pension Fund case described above under Securities Litigationstay through February 2021. In the United States). The court approved the stay.

Eltroxin

During October and November 2011, nine applications to certify a class action lawsuit werelate February 2021 Perrigo filed in various courts in Israel related to Eltroxin, a prescription thyroid medication manufactured by a third party and distributed in Israel by our subsidiary, Perrigo Israel Agencies Ltd. The respondents included our subsidiaries, Perrigo Israel Pharmaceuticals Ltd. and/or Perrigo Israel Agencies Ltd., the manufacturers of the product, and various healthcare providers who provide healthcare services as part of the compulsory healthcare system in Israel.

One of the applications was dismissed and the remaining eight applications were consolidated into one application. The applications arose from the 2011 launch of a reformulated version of Eltroxin in Israel. The consolidated application generally alleges that the respondents (a) failed to timely inform patients, pharmacists and physicians about the change in the formulation; and (b) failed to inform physicians about the need to monitor patients taking the new formulation in order to confirm patients were receiving the appropriate dose of the drug. As a result, claimants allege they incurred the following damages: (a) purchases of product that otherwise would not have been made by patients had they been aware of the reformulation; (b) adverse events to some patients resulting from an imbalance of thyroid functions that could have been avoided; and (c) harm resulting from the patients' lack of informed consent prior to the use of the reformulation.

Several hearings on whether or not to certify the consolidated application took place in December 2013 and January 2014. On May 17, 2015, the District Court certified the motion against Perrigo Israel Agencies Ltd. and dismissed it against the remaining respondents, including Perrigo Israel Pharmaceuticals Ltd.

On June 16, 2015, we submitted a motion for permission to appeal the decision to certify to the Israeli Supreme Court together with a motion to stayextend the proceedings of the class action until the motion for permission to appeal is adjudicated. We have filed our statement of defense to the underlying proceedings. The parties are currently engaged in mediation in an attempt to settle the matter. The underlying proceedings have been stayed pending the outcome of the mediation process and, if necessary, a decisionstay. Briefing on the motionissues is not yet complete, and the issue of whether to appeal.

On November 14, 2017extend the Parties submittedstay remains pending before the agreed settlement agreement to the approval of the Supreme Court, which referred the approval back to the District Court. During three hearings that took place on November 29, 2017, December 13, 2017 and January 11, 2018 the District Court opined that it would approve the settlement agreement subject to certain amendments to be proposed by the Court (which would not impact the monetary settlement reached) and set a hearing for January 30, 2018 to discuss and finalize the proposed changes. Meanwhile, the Court ordered the settlement to be (1) provided to the Attorney General for review (standard procedure); and (2) published in the written media (newspapers), to enable the class members to submit any objections or “opt-out” to  the proposed settlement by February 15, 2018.

On February 21, 2018, the District Court held a hearing to, among others, review objections received from class members who had notified the District Court of their desire to opt out of the settlement. In addition, a representative of the Israeli Attorney General’s office notified the District Court that, based upon their preliminary examination of the settlement, theycourt. We intend to object to the settlement in its current form. The District Court recommended that the parties continue to discuss and minimize objections to the settlement and scheduled another hearing for May 13, 2018.

Perrigo Company plc - Item 8
Note 16



Tysabri® Product Liability Lawsuits

We and our collaborator Biogen are co-defendants in product liability lawsuits arising out of the occurrence of Progressive Multifocal Leukoencephalopathy, a serious brain infection, and serious adverse events, including deaths, which occurred in patients taking Tysabri®. Each co-defendant would be responsible for 50% of losses and expenses arising out of any Tysabri® product liability claims. During calendar year 2016, one case in the U.S. was settled and two others were dismissed with prejudice. In 2017, seven other cases were dismissed with prejudice. While we intend to vigorously defend the remaining lawsuits, management cannot predict how these cases will be resolved. Adverse results in one or more of these lawsuits could result in substantial judgments against us.lawsuit vigorously.

Claim Arising from the Omega Acquisition


On December 16, 2016, we and Perrigo Ireland 2 brought an arbitral claim ("Claim") against Alychlo NV ("Alychlo") and Holdco I BE NV ("Holdco") (together the Sellers)"Sellers") in accordance with clause 26.2 of the Share Purchase Agreement dated November 6, 2014 ("SPA") and the rules of the Belgian Centre for Arbitration and Mediation ("CEPANI"). Our Claim relates to the accuracy and completeness of information about Omega provided by the Sellers as part of the sale process, the withholding of information by the Sellers during that process and breaches of Sellers’ warranties. We are seeking monetary damages from the Sellers. The Sellers served their respective responses to the Claim on February 20, 2017. In its response, Alychlo has asserted a counterclaim for monetary damages contending that we breached a warranty in the SPA and breached the duty of good faith in performing the SPA. Alychlo subsequently filed papers seeking permission to introduce an additional counterclaim theory of recovery related to the Irish tax issues disclosed by the Company such that if the position of the Irish tax authorities prevails, Alychlo would have further basis for its counterclaim against Perrigo. In June 2019, the Tribunal denied permission for Alychlo to introduce the additional counterclaim and dismissed certain aspects of the original Alychlo counterclaim. There can be no assurance that our Claim will be successful, and the Sellers deny liability for the Claim. WeTo the extent that aspects of Alychlo’s counterclaim survived the Tribunal’s ruling in June 2019, we deny that Alychlo is entitled to any relief (including monetary relief) under the counterclaim.. The arbitration proceedings are confidential as required by the SPA and the rules of the CEPANI.


Other Matters

    Our Board of Directors received a shareholder demand letter dated October 30, 2018 relating to the allegations in the securities cases and price fixing lawsuits described above. The letter demands that the Board of Directors initiate an action against certain current and former executives and Board members to recover damages allegedly caused to the Company. In response, the Company reminded the shareholder that any derivative claim can only proceed in accordance with Irish law, the law that governs the Company’s internal affairs. The shareholder responded that he would file a lawsuit asserting derivative claims.

    On October 2, 2019, the shareholder filed a derivative action in the U.S. District Court for the District of New Jersey styled Krueger derivatively on behalf of nominal defendant Perrigo Company plc v. Alford, et al. The case was assigned to the same judges who are handling the Roofers' Pension Fund securities class action and related opt out cases described above. In addition to the Company, the lawsuit names as defendants current Board members Alford, Classon, Karaboutis, Kindler, O’Connor, Parker, and Samuels, current CEO Kessler, former Board members Smith, Brlas, Cohen, Fouse, Hoffing, Jandernoa, Kunkle, and Morris, former CEO Hendrickson, former CEO Papa, former CFO Brown, former CFO Winowiecki, and former Executive Vice Presidents Boothe and Coucke. The lawsuit seeks to authorize the shareholder to pursue claims on behalf of the Company against all the individual defendants for breach of their fiduciary duties and for unjust enrichment, and against the current director defendants, former director Mr. Smith, and current CEO Mr. Kessler for violations of Securities Exchange Act §§ 14(a) (proxy statement disclosures) and 29(b) (disgorgement as a result of alleged violations of § 14(a)). The complaint alleges that the following events indicate that the individuals in their respective capacities failed to exercise appropriate control over the management of the Company and made inadequate public disclosures concerning the integration of Omega after acquisition; the Company’s past and prospective organic growth; the defense against the Mylan 2015 tender offer; the alleged collusive pricing activities regarding generic prescription products; the accounting by the Company for the Tysabri® royalty stream; the 2018 Irish tax audit including potential liabilities for Irish taxes; and the April 2019 assertion of tax liabilities by the U.S. Internal Revenue Service (many of these factual events also underlie the multiple securities cases discussed earlier in this Note 17). All defendants have filed motions to dismiss asserting various reasons to dismiss. Plaintiff filed his opposition in March 2020. Defendants’ filed replies in support of dismissal in June 2020. The court granted the motion to dismiss without prejudice on August 21, 2020. No appeal or other proceedings have been filed by the plaintiff. Therefore, we consider this case to have ended.

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Note 17

Talcum Powder

    The Company has been named, together with other manufacturers, in product liability lawsuits in state courts in California, Florida, Missouri, New Jersey and Illinois and in the Southern District of Mississippi alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to the presence of asbestos. All but one of these cases involve a legacy talcum powder product that has not been manufactured by the Company since 1999. One of the pending actions involves a current prescription product that contains talc as an excipient. The Company has been named in 45 individual lawsuits seeking compensatory and punitive damages and has accepted a tender for a portion of the defense costs and liability from a retailer for 1 additional matter. The Company has several defenses and intends to aggressively defend these lawsuits. Trials are currently scheduled in 2021 and 2022.

Ranitidine

After regulatory bodies announced worldwide that ranitidine may potentially contain N-nitrosodimethylamine ("NDMA"), a known environmental contaminant, the Company promptly began testing its externally-sourced ranitidine API and ranitidine-based products. On October 8, 2019, the Company halted shipments of the product based upon preliminary results and on October 23, 2019, the Company made the decision to conduct a voluntary retail market withdrawal.

In February 2020, the resulting actions involving Zantac® and other ranitidine products were transferred for coordinated pretrial proceedings to a Multi-District Litigation (In re Zantac®/Ranitidine Products Liability Litigation MDL No. 2924) in the U.S. District Court for the Southern District of Florida. This MDL now includes 3 master complaints. The Company is named in 2 of those: the Master Personal Injury Complaint and the Consolidated Consumer Class Action Complaint.

As of January 9, 2021, the Company has been named in NaN of the MDL’s consolidated personal injury lawsuits in various federal courts alleging that plaintiffs developed various types of cancers or are placed at higher risk of developing cancer as a result of ingesting products containing ranitidine. The Company is named in these lawsuits with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products, as well as distributors, repackagers, and/or retailers. Plaintiffs seek compensatory and punitive damages, and in some instances seek applicable remedies under state consumer protection laws. The Company recently obtained dismissals of the master and the consumer class action complaint brought against it, but Plaintiffs were given leave to amend a subset of their original claims. The Company has also been named in a Complaint brought by the New Mexico Attorney General based on the following theories: violation of a New Mexico public nuisance statute, NMSA 30-8-1 to -14; common law nuisance; and negligence and gross negligence. The Company is named in this lawsuit with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products and/or retailers.

Brand name manufactures named in the lawsuit also face claims under the state’s Unfair Practices & False Advertising acts. This action has been consolidated to the MDL. Likewise, the Company has also been named in a Complaint brought by the Mayor and City Council of Baltimore, along with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products and/or retailers. This action brings claims under the Maryland Consumer Protection Act against the brand name defendants only, as well as public nuisance and negligence for the remaining defendants. This action has been noticed to the MDL. Some of the Company’s retailer customers are seeking indemnity from the Company for a portion of their defense costs and liability relating to these cases. We intend to defend all of these lawsuits vigorously.
Acetaminophen

    The Company has received requests for indemnification and defense of several consumer fraud claims involving its store brand infants’ and children’s acetaminophen products. In September 2020, the Company was directly named as a defendant in 1 suit filed in the Central District of California. The Company has also received 16 different claims for indemnification or defense from 10 different retailers for lawsuits filed in California, Illinois and Pennsylvania, with nationwide class action allegations.

The Plaintiffs generally allege that the children’s and infants’ acetaminophen products have identical drug concentration amounts, yet the infants’ product costs more than the children’s product and consumers have been misled into purchasing the more expensive product. The Company will aggressively defend the suit in which it is
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Note 17

named and is continuing to assess whether, or to what extent, the Company may contribute in the lawsuits filed against its retail customers.

Guarantee Liability Related to The Israel API Sale

    During the year ended December 31, 2017, we completed the sale of our Israel API business to SK Capital, resulting in a guarantee liability of $13.8 million, classified as a Level 3 liability within the fair value hierarchy. Per the agreement, we will be reimbursed for tax receivables for tax years prior to closing and will need to reimburse SK Capital for the settlement of any uncertain tax liability positions for tax years prior to closing. In addition, after closing and going forward, the Israel API business will be assessed by and liable to the Israel Tax Authority ("ITA") for any audit findings. We are no longer the primary obligor on the liabilities transferred to SK Capital, but we have provided a guarantee on certain obligations. During the year ended December 31, 2020, we increased the liability in the amount of $1.2 million. At December 31, 2020 and December 31, 2019, the remaining guarantee liability was $13.2 million and $12.0 million respectively.

NOTE 1718 - COLLABORATION AGREEMENTS AND OTHER CONTRACTUAL ARRANGEMENTS
    
We actively collaborate with other pharmaceutical companies to develop, manufacture and market certain products or groups of products. These types of agreements are common in the pharmaceutical industry. We may choose to enter into these types of agreements to, among other things, leverage our or others’ scientific research and development expertise or utilize our extensive marketing and distribution resources.    Terms of theour various collaboration agreements may require us to make or receive milestone payments upon the achievement of certain product research and development objectives and pay or receive royalties on the future sale, if any, of commercial products resulting from the collaboration. Milestone and up-front payments made, and other research and development costs or reimbursements related to collaboration agreements, are generally recorded in research and development expense if the payments relate to drug candidates that have not yet received regulatory approval. Milestone and up-front payments made related to approved drugs will generally be capitalized and amortized to cost of goods sold over the economic life of the product. Royalties received are generally reflected as revenues,revenue, and royalties paid are generally reflected as cost of goods sold. We enter into a number of collaboration agreements in the ordinary course of business. Although we do not consider these arrangements to be material, theThe following is a brief description of agreements with notable agreementspotential milestone or purchase obligations.

Development Agreements

    On May 15, 2015, we entered into duringa contractual arrangement with a third party that specializes in research and development and obtaining approval for various drug candidates to develop specific products. We entered into additional contractual arrangements in 2016 with the yearssame counterparty. If the products receive FDA approval, we are required to acquire the ANDAs at pre-determined multiples of the associated development costs. If we acquire approved products under these arrangements, we will capitalize these as intangible assets and amortize them over their useful lives. During the three months ended December 31, 2016andSeptember 29, 2018, we paid $30.4 million to acquire the ANDA for a generic topical cream. During the three months ended June 27, 2015. We did not enter into any collaborative arrangements during29, 2019, we paid $15.7 million to acquire the ANDA for a generic product used to relieve pain. During the sixthree months ended September 28, 2019, we paid $49.0 million for a generic gel product. During the three months ended December 31, 2015.

Year Ended2020, we bought a generic topical gel for $16.4 million (refer to Note 3). The contractual future purchase obligations for other products in development by the third party as of December 31, 20172020 totaled an estimated $44.0 million. Purchase obligations could be higher or lower than the estimated contractual amounts based on the third party’s actual development costs to obtain regulatory approval.


Development-Stage Rx Products

On May 1, 2015, we entered into a development agreement with a clinical stage biotechnology company for the development of 2 specialty pharmaceutical products. We paid $18.0 million for an option to acquire the 2 products, which we reported in research and development expense. On March 1, 2016, we exercised the purchase option to acquire both products, which obligated us to make additional potential milestone payments of up to $30.0 million in the event of regulatory approval and certain sales milestones. We were also obligated to make royalty payments over periods ranging from seven years to ten years from the launch of each product. On December 20, 2017, we completed the sale of 1 of the Development-Stage Rx Products, which reduced our potential milestone payment obligations from $30.0 million to $17.5 million, plus royalties. On November 30, 2019, we terminated our remaining potential payment obligations by transferring the remaining Development-Stage Rx product back to the clinical stage biotechnology company with which we had the original development agreement.

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Note 18

Generic Injectable Products

In December 2017, we entered into a collaboration agreement with a generic pharmaceutical development company, pursuant to which the parties will collaborate in the ongoing development and commercialization of a generic injectable product. We will provide assistance, including preparing and filing the product ANDA, and be responsible for commercializing the product. As part of the agreement, we paid a $2.5 million milestone payment on the effective date of the agreement.agreement, and we subsequently paid a milestone of $0.7 million. The $2.5 million fee ismilestones paid to date were reported in Researchresearch and development expense on the consolidated financial statements.Consolidated Financial Statements. We will make additional payments if regulatory approval is obtained and certain other development milestones are achieved. TheseAs of December 31, 2020, the remaining contingent milestone payments could total $14.5$13.8 million in the aggregate. There can be no assurance that any such products will be approved by the FDA on the anticipated schedule or at all.
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Note 17



Year Ended December 31, 2016

During the year ended December 31, 2016, we added three additional products to the May 15, 2015 development agreement discussed below that are subject to similar buy-back terms if the products are approved by the FDA. We did not receive any consideration from the clinical stage development company, nor do we expect to incur any expense related to the development of the additional products. The estimated purchase price for these additional products, based on the initial development budget, is approximately $126.0 million. If development costs exceed the initial budgeted amounts, the purchase price will increase, but will not exceed approximately $174.0 million. If the products are approved by the FDA and we purchase the products, we estimate that one of the acquisitions will occur in 2019 and two of the acquisitions will occur in 2021. There can be no assurance that any such products will be approved by the FDA on the anticipated schedule or at all.

Year Ended June 27, 2015

On May 15, 2015, we entered into a development agreement wherein we transferred the ownership rights to two pharmaceutical products to a clinical stage development company to fund and conduct development activities for the products. We do not expect to incur any expense related to the development of either product. If the products are approved by the FDA, we will execute a buy-back agreement to purchase each product for a multiple of the development costs incurred. Based on the initial development budget for each product, the estimated purchase price for both products is approximately $78.0 million. If development costs exceed the initial budgeted amounts, the purchase price will increase but will not exceed approximately $105.0 million. If the products are approved by the FDA and we purchase the products, we estimate the acquisitions will occur in 2019.

On May 1, 2015, we entered into an agreement with a clinical stage biotechnology company for the development of two specialty pharmaceutical products. We paid $18.0 million for an option to acquire the two products, which we reported in research and development expense. On March 1, 2016, we exercised the purchase option to acquire both products. We will make additional payments if we obtain regulatory approval and achieve certain sales milestones, and these contingent milestone payments could total $30.0 million in aggregate. We will also be obligated to make certain royalty payments over periods ranging from seven to ten years from the launch of each product (refer to the Development-Stage Rx Products acquisition inNote 2for additional information regarding the acquisition). In addition, on December 20, 2017, we divested one of the development-stage Rx products (refer to Note 2 for additional information on the divestment.

Additional future milestone payments and receipts related to agreements not specifically discussed above are not material.

Perrigo Company plc - Item 8
Note 18


NOTE 1819 - RESTRUCTURING CHARGES


We periodically take action to reduce redundant expenses and improve operating efficiencies, typically in connection with business acquisitions.efficiencies. Restructuring activity includes severance, lease exit costs, and related consulting fees. The following reflects our restructuring activity (in millions):
Balance at December 31, 2017$21.4 
Additional charges21.0 
Payments(18.8)
Non-cash adjustments0.4 
Balance at December 31, 201824.0 
Additional charges25.3 
Payments(29.4)
Non-cash adjustments(0.3)
Balance at December 31, 201919.6 
Additional charges3.5 
Payments(14.3)
Non-cash adjustments0.7 
Balance at December 31, 2020$9.5 
Balance at June 28, 2014$16.4
Additional charges5.1
Payments(18.5)
Non-cash adjustments(1.4)
Balance at June 27, 20151.6
Additional charges26.9
Payments(6.4)
Non-cash adjustments(1.4)
Balance at December 31, 201520.7
Additional charges31.0
Payments(35.8)
Non-cash adjustments3.8
Balance at December 31, 201619.7
Additional charges61.0
Payments(59.6)
Non-cash adjustments0.3
Balance at December 31, 2017$21.4


Restructuring activity includes severance, lease exit costs, and asset impairments. The charges incurred during the six months endedDecember 31, 2015 and the year ended December 31, 2016 were primarily associated with actions we took to streamline our organization as announced on October 22, 2015.     The charges incurred during the year endedDecember 31, 20172020, were primarily associated with actions we tooktaken to streamline the organization. The charges incurred during the year ended December 31, 2019, were primarily associated with our strategic transformation initiative and the reorganization of our executive management team. The charges incurred during the year ended December 31, 2018 were primarily associated with actions taken to streamline our organization, as announced on February 21, 2017. Duringwell as lease exit costs.

    Of the amount recorded during the year ended December 31, 2017, $61.02020, $1.4 million of restructuring expenses were recorded, $27.4related to our CSCI segment, due primarily to various integration initiatives, and $1.0 million of which was recorded in our CHCAnot allocated to a segment and $17.1 million inwas primarily related to our CHCI segment. There were no other material restructuring programs that impacted any other one reportable segment forstrategic transformation initiative. Of the amount recorded during the year ended December 31, 2017. During2019, $12.2 million related to our CSCI segment, due primarily to the sales force reorganization in France, and $10.1 million was not allocated to a segment and was primarily related to our strategic transformation initiative and the reorganization of our executive management team. Of the amount recorded during the year ended December 31, 2016, $31.02018, $17.4 million of restructuring expenses were recorded, $20.9 million of which was recorded inrelated to our CHCICSCI segment. There were no other material restructuring programs in any of the periods presented.

    All charges are recorded in Restructuring expense.expense on the Consolidated Financial Statements. The remaining $17.6$9.5 million liability for employee severance benefits willis expected to be paid within the next year, while the remaining $3.8 million liability for lease exit costs will be incurred over the remaining terms of the applicable leases.year.


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Note 20


NOTE 1920 - SEGMENT AND GEOGRAPHIC INFORMATION
    
Our segment reporting structure is consistent with the way our chief operating decision makermanagement makes operating decisions, allocates resources and manages the growth and profitability of the business. Operating segments with similar economic characteristics, including long-term profitability, nature of the products sold and production processes, distribution methods, and classes of customers, are aggregated as reportable segmentsbusiness (refer to Note 1).


Perrigo Company plc - Item 8
Note 19


We generated third-party revenue in the following geographic locations(1) during each    Below is a summary of the periods presented belowour results by reporting segment (in millions):
CSCACSCIRXUnallocatedTotal
Year Ended December 31, 2020
Net sales$2,693.0 $1,395.2 $975.1 $$5,063.3 
Operating income (loss)$472.0 $32.3 $(177.7)$(211.2)$115.4 
Operating income %17.5 %2.3 %(18.2)%%2.3 %
Total assets$4,443.0 $4,872.4 $2,173.0 $$11,488.4 
Capital expenditures$126.0 $28.8 $15.6 $$170.4 
Property, plant and equipment, net$675.7 $163.5 $156.8 $$996.0 
Depreciation/amortization$103.6 $177.8 $103.4 $$384.8 
Change in financial assets$$$$96.4 $96.4 
Year Ended December 31, 2019
Net sales$2,487.7 $1,382.2 $967.5 $$4,837.4 
Operating income (loss)$414.0 $19.6 $2.6 $(231.4)$204.8 
Operating income %16.6 %1.4 %0.3 %%4.2 %
Total assets$3,990.2 $4,682.7 $2,628.5 $$11,301.4 
Capital expenditures$98.4 $18.8 $20.5 $$137.7 
Property, plant and equipment, net$599.8 $149.9 $153.1 $$902.8 
Depreciation/amortization$97.4 $194.3 $104.8 $$396.5 
Change in financial assets$$$$(22.1)$(22.1)
Year Ended December 31, 2018
Net sales$2,411.6 $1,399.3 $920.8 $$4,731.7 
Operating income (loss)$174.4 $6.8 $214.6 $(159.3)$236.5 
Operating income %7.2 %0.5 %23.3 %%5.0 %
Total assets$3,571.7 $4,613.0 $2,798.7 $$10,983.4 
Capital expenditures$65.0 $19.1 $18.6 $$102.7 
Property, plant and equipment, net$530.3 $154.8 $144.0 $$829.1 
Depreciation/amortization$104.8 $219.2 $99.6 $$423.6 
Change in financial assets$$$$(188.7)$(188.7)
 Year Ended Six Months Ended Year Ended
 December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
Ireland$30.4
 $89.1
 $11.4
 $7.2
U.S.3,272.3
 3,353.0
 1,686.2
 3,303.2
Europe1,313.2
 1,493.0
 758.2
 576.4
All other countries(2)
330.3
 345.5
 176.4
 340.3
 $4,946.2
 $5,280.6
 $2,632.2
 $4,227.1


(1)The net sales by geography is derived from the location of the entity that sells to a third party.
(2)Includes revenue generated primarily in Israel, Mexico, Australia, and Canada.

The net book value of Property, plant and equipment, net by location was as follows (in millions):
Year Ended
December 31,
2020
December 31,
2019
U.S.$678.2 $614.5 
Europe(1)
169.7 146.8 
Israel90.7 86.1 
All other countries57.4 55.4 
$996.0 $902.8 

(1) Includes Ireland Property, plant and equipment, net of $20.3 million and $9.3 million, for the years ended December 31, 2020 and December 31, 2019, respectively.

168

Perrigo Company plc - Item 8
Note 20


 December 31,
2017
 December 31,
2016
 December 31,
2015
Ireland$4.6
 $2.7
 $1.3
U.S.538.3
 556.6
 555.0
Europe155.6
 144.6
 157.2
Israel81.5
 114.3
 115.7
All other countries53.1
 51.9
 57.0
 $833.1
 $870.1
 $886.2

Sales to Walmart as a percentage of Consolidated Net sales (reported primarily in our CHCACSCA segment) were as follows:
Year Ended
December 31,
2020
December 31, 2019December 31,
2018
13.3%13.0%12.8%

Year Ended Six Months Ended Year Ended
December 31,
2017
 December 31,
2016
 December 31,
2015
 June 27,
2015
13.0% 13.0% 13.0% 16.0%


Perrigo Company plc - Item 8
Note 19


Below is a summary of our results by reporting segment (in millions):
 CHCA 
CHCI(1)
 RX Specialty Sciences Other Unallocated Total
Year Ended December 31, 2017            
Net sales$2,429.9
 $1,491.0
 $969.7
 $
 $55.6
 $
 $4,946.2
Operating income (loss)$445.0
 $12.5
 $307.6
 $
 $8.7
 $(175.6) $598.2
Operating income (loss) %18.3% 0.8 % 31.7% % 15.6 % % 12.1 %
Total assets$3,786.8
 $5,029.0
 $2,813.0
 $
 $
 $
 $11,628.8
Capital expenditures$39.5
 $27.5
 $21.6
 $
 $
 $
 $88.6
Property, plant and equipment, net$512.7
 $180.9
 $139.5
 $
 $
 $
 $833.1
Depreciation/amortization$115.2
 $223.7
 $100.1
 $
 $5.8
 $
 $444.8
Change in financial assets$
 $
 $
 $24.9
 $
 $
 $24.9
              
Year Ended December 31, 2016            
Net sales$2,507.1
 $1,652.2
 $1,042.8
 $
 $78.5
 $
 $5,280.6
Operating income (loss)$399.8
 $(2,087.4) $(0.2) $(201.2) $6.1
 $(116.8) $(1,999.7)
Operating income (loss) %15.9% (126.3)% % % 7.8 % % (37.9)%
Total assets$3,351.3
 $4,795.2
 $2,646.4
 $2,775.8
 $301.4
 $
 $13,870.1
Capital expenditures$59.1
 $23.7
 $20.4
 $
 $3.0
 $
 $106.2
Property, plant and equip, net$528.3
 $167.2
 $129.7
 $0.4
 $44.5
 $
 $870.1
Depreciation/amortization$119.1
 $210.0
 $120.1
 $
 $7.8
 $
 $457.0
Change in financial assets$
 $
 $
 $2,608.2
 $
 $
 $2,608.2
              
Six Months Ended December 31, 2015            
Net sales$1,251.5
 $833.0
 $502.6
 $
 $45.1
 $
 $2,632.2
Operating income (loss)$209.2
 $(148.5) $181.9
 $(6.5) $(19.5) $(149.0) $67.6
Operating income (loss) %16.7% (17.8)% 36.2% % (43.3)% % 2.6 %
Total assets$3,384.8
 $7,083.5
 $2,738.0
 $5,930.2
 $213.1
 $
 $19,349.6
Capital expenditures$38.0
 $26.3
 $12.1
 $
 $1.4
 $
 $77.8
Property, plant and equip, net$540.9
 $179.5
 $118.5
 $
 $47.3

$
 $886.2
Depreciation/amortization$60.9
 $81.9
 $34.3
 $
 $5.3
 $
 $182.4
Change in financial assets$
 $
 $
 $(57.3) $
 $
 $(57.3)
              
Year Ended June 27, 2015            
Net sales$2,478.8
 $704.6
 $936.0
 $
 $107.7
 $
 $4,227.1
Operating income (loss)$381.9
 $38.2
 $364.7
 $(17.6) $26.8
 $(121.5) $672.5
Operating income %15.4% 5.4 % 39.0% % 24.9 % % 15.9 %
Total assets$3,763.8
 $7,163.0
 $2,373.4
 $6,040.7
 $251.0
 $
 $19,591.9
Capital expenditures$76.8
 $13.1
 $41.0
 $0.5
 $5.6
 $
 $137.0
Property, plant and equip, net$556.8
 $176.8
 $113.0
 $
 $85.8
 $
 $932.4
Depreciation/amortization$108.4
 $72.5
 $65.7
 $1.5
 $10.6
 $
 $258.7
Change in financial assets$
 $
 $
 $(78.5) $
 $
 $(78.5)

(1)     CHCI includes Omega activity subsequent to March 30, 2015.



Perrigo Company plc - Item 8
Note 19


The following is a summary of our revenue by category (in millions):
 Year Ended Six Months Ended Year Ended
 December 31, 2017 December 31, 2016 December 31,
2015
 June 27,
2015
CHCA       
Cough/Cold/Allergy/Sinus(1)
$483.7
 $454.6
 $234.6
 $455.6
Analgesics(1)
349.8
 343.5
 173.1
 375.7
Gastrointestinal(1)
340.0
 335.4
 195.8
 384.0
Infant nutritionals413.9
 427.0
 200.2
 383.8
Smoking cessation297.2
 308.5
 147.5
 284.5
Vitamins, minerals and dietary supplements(1)
45.4
 160.4
 105.8
 183.5
Animal health141.3
 143.7
 62.3
 157.0
Other CHCA(1),(2)
358.6
 334.0
 132.2
 254.7
Total CHCA2,429.9
 2,507.1
 1,251.5
 2,478.8
CHCI       
Branded OTC1,174.0
 1,349.2
 665.9
 368.4
Other CHCI(3)
317.0
 303.0
 167.1
 336.2
Total CHCI1,491.0
 1,652.2
 833.0
 704.6
Generic prescription drugs969.7
 1,042.8
 502.6
 936.0
Active pharmaceutical ingredients55.6
 78.5
 45.1
 107.7
Total revenue$4,946.2
 $5,280.6
 $2,632.2
 $4,227.1

(1)Includes net sales from our OTC contract manufacturing business.
(2)
Consists primarily of feminine hygiene, diabetes care, dermatological care, branded OTC, diagnostic products and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the CHCA segment.
(3)
Consists primarily of liquids licensed products, cough/cold/allergy, analgesics, diagnostic products and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the CHCI segment.

NOTE 2021 - QUARTERLY FINANCIAL DATA (unaudited)


The following table presents unaudited quarterly consolidated operating results for each of our last teneight quarters. The information below has been prepared on a basis consistent with our audited consolidated financial statements (in millions, except per share amounts).:
First Quarter
Second
Quarter (2)
Third
Quarter (3)
Fourth
Quarter(4)
Year Ended December 31, 2020
Net sales$1,341.0 $1,219.1 $1,213.7 $1,289.5 
Gross profit$483.2 $434.7 $428.1 $469.2 
Change in financial assets$(1.6)$(2.1)$(22.2)$122.3 
Net income (loss)$106.4 $60.6 $(154.6)$(175.0)
Earnings (loss) per share(1):
Basic$0.78 $0.44 $(1.13)$(1.29)
Diluted$0.77 $0.44 $(1.13)$(1.29)
Weighted average shares outstanding:
Basic136.2 136.4 136.5 135.4 
Diluted137.3 137.5 136.5 135.4 
Year Ended December 31, 2017
First
Quarter
(2)
 
Second
Quarter
(3)
 
Third
Quarter
(4)
 
Fourth
Quarter
(5)
Net sales$1,194.0
 $1,237.9
 $1,231.3
 $1,283.0
Gross profit$464.4
 $504.6
 $497.8
 $512.7
Change in financial assets$(17.1) $38.7
 $2.6
 $0.7
Net income (loss)$71.6
 $(69.6) $44.5
 $73.1
Earnings (loss) per share(1):
       
Basic$0.50
 $(0.49) $0.31
 $0.52
Diluted$0.50
 $(0.49) $0.31
 $0.52
Weighted average shares outstanding       
Basic143.4
 143.3
 141.3
 140.8
Diluted143.6
 143.3
 141.7
 141.2


(1)    The sum of individual per share amounts may not equal due to rounding.
(2)
Includes IPR&D impairment charges of $12.2 million, gain on certain divestiture of $21.8 million, and restructuring charges of $38.7 million.
(3)
Includes intangible asset impairment charges of $18.5 million, changes in financial assets of $38.7 million, and loss on early debt extinguishment of $135.2 million.
Perrigo Company plc - Item 8
Note 20(2)    Includes Rosemont Pharmaceuticals business pre-tax loss of $21.1 million.

(3)    Includes impairment charges of $202.4 million, change in financial assets of $22.2 million and loss on early debt extinguishment of $20.0 million.

(4)    Includes change in financial assets of $122.3 million and impairment charges of $144.4 million.

(4)
Includes held-for-sale impairment charges of $3.3 million, and fixed asset impairment charges of $4.0 million.
(5)
Includes unusual litigation charge reversal of $0.2 million.
First
Quarter(2)
Second
Quarter (3)
Third
Quarter (4)
Fourth
Quarter(5)
Year Ended December 31, 2019
Net sales$1,174.5 $1,149.0 $1,191.1 $1,322.8 
Gross profit$448.8 $430.8 $412.8 $480.9 
Change in financial assets$(10.4)$(5.5)$(2.6)$(3.6)
Net income (loss)$63.9 $9.0 $92.2 $(19.0)
Earnings (loss) per share(1):
Basic$0.47 $0.07 $0.68 $(0.14)
Diluted$0.47 $0.07 $0.67 $(0.14)
Weighted average shares outstanding:
Basic135.9 136.0 136.0 136.1 
Diluted136.2 136.5 136.8 137.0 
Year Ended December 31, 2016
First
Quarter
(2)
 
Second
Quarter
(3)
 
Third
Quarter
(4)
 
Fourth
Quarter
(5)
Net sales$1,347.3
 $1,340.5
 $1,261.6
 $1,331.2
Gross profit$533.1
 $546.5
 $484.5
 $487.7
Change in financial assets$204.4
 $910.8
 $377.4
 $1,115.6
Net loss$(529.2) $(534.3) $(1,590.2) $(1,359.1)
Loss per share(1):
       
Basic$(3.70) $(3.73) $(11.10) $(9.48)
Diluted$(3.70) $(3.73) $(11.10) $(9.48)
Weighted average shares outstanding       
Basic143.2
 143.2
 143.3
 143.4
Diluted143.2
 143.2
 143.3
 143.4


(1)     The sum of individual per share amounts may not equal due to rounding.
(2)
Includes an intangible asset impairment charges of $273.3 million, and a goodwill impairment charge of $130.5 million.
(3)
Includes held-for-sale impairment charges of $10.5 million and change in financial assets of $910.8 million.
(4)
Includes intangible asset impairment charges of $866.6 million, goodwill impairment charge of $737.9 thousand, and held-for-sale impairment charges of $10.2 million.
(5)
Includes intangible asset impairment charges of $378.6 million, goodwill impairment charge of $224.1 million, and a reduction in held-for-sale impairment charges of $4.5 million.

(2)    Includes change in financial assets of $10.4 million.
(3)    Includes impairment charges of $27.8 million and restructuring charges and other termination benefits of $12.2 million.
(4)    Includes animal health divestiture pre-tax gain of $71.7 million, Ranitidine market withdrawal charges of $18.4 million, acquisition-related charges and contingent consideration adjustments of $18.1 million, and impairment charges of $10.9 million.
(5)    Includes impairment charges of $141.6 million.

169
Six Months Ended December 31, 2015
September 26, 2015 (2)
 
December 31, 2015 (3)
Net sales$1,273.1
 $1,359.1
Gross profit$535.2
 $543.7
Change in financial assets$(173.8) $116.6
Net income (loss)$260.9
 $(218.4)
Earnings (loss) per share(1):
   
Basic$1.78
 $(1.51)
Diluted$1.78
 $(1.51)
Weighted average shares outstanding   
Basic146.3
 144.9
Diluted146.9
 144.9

(1)
The sum of individual per share amounts may not equal due to rounding.
(2)
Includes Mylan defense-related fees of $15.6 million.
(3)
Includes an intangible asset impairment charge of $185.1 million, Mylan defense-related fees of $71.3 million, an impairment charge on our India API held for sale assets of $29.0 million, restructuring charges of $24.7 million, and an investment impairment charge of $10.7 million.



Perrigo Company plc - Item 8
Note 2122



NOTE 22 - SUBSEQUENT EVENTS
NOTE 21 - TRANSITION PERIOD COMPARATIVE DATA

On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business ("RX Business") to Altaris Capital Partners, LLC ("Altaris") for total consideration of $1.55 billion, including $1.5 billion in cash. As part of the consideration, Altaris will also assume more than $50.0 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners.

The following table presents certain financial information (in millions, except per share amounts):transaction is subject to antitrust and other customary closing conditions and is expected to close by the end of the third quarter of 2021. The RX Business will be classified as discontinued operations starting in the first quarter of 2021.

The criteria for reporting our RX Business assets as held for sale were met after the balance sheet date, and therefore we classified the assets as held and used as of December 31, 2020. The total carrying amounts of our RX Business assets and liabilities that will be disposed, excluding cash and debt, were approximately $2,100.0 million and $600.0 million, respectively, as of December 31, 2020.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 Six Months Ended
 December 31,
2015
 December 27,
2014
   (Unaudited)
Net sales$2,632.2
 $1,844.7
Cost of sales1,553.3
 1,170.9
Gross profit1,078.9
 673.8
    
Operating expenses   
Distribution47.9
 29.2
Research and development88.2
 89.8
Selling325.9
 95.3
Administration306.8
 165.6
Impairment charges215.6
 
Restructuring26.9
 4.2
Total operating expenses1,011.3
 384.1
    
Operating income67.6
 289.7
    
Change in financial assets(57.3) (46.9)
Interest expense, net89.9
 56.7
Other expense (Income), net25.2
 60.3
Loss on extinguishment of debt0.9
 9.6
Income before income taxes8.9
 210.0
Income tax expense (benefit)(33.6) 29.4
Net income$42.5
 $180.6
    
Income per share   
Basic$0.29
 $1.34
Diluted$0.29
 $1.34
    
Weighted-average shares outstanding   
Basic145.6
 135.1
Diluted146.1
 135.6
    
Dividends declared per share$0.25
 $0.21


ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.
 
ITEM 9A.CONTROLS AND PROCEDURES
ITEM 9A.    CONTROLS AND PROCEDURES
 
(a)Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
Perrigo Company plc - Item 9A



or 15d-15(e) of the Exchange Act) as of December 31, 2017.2020. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2017 because of the material weakness in our internal control over financial reporting described in the "Management's Annual Report on Internal Control over Financial Reporting." Notwithstanding this material weakness, management2020. Management concluded that the consolidated financial statements included in this Annual Report present fairly, in all material respects, the financial position of the Company at December 31, 20172020 in conformity with GAAP and our external auditors have issued an unqualified opinion on our consolidated financial statements as of and for the year ended December 31, 2017.2020.


(b)Management’s Annual Report on Internal Control Over Financial Reporting


MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


The management of Perrigo Company plc is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:


Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.


All systems of internal control, no matter how well designed, have inherent limitations. Therefore, even those systems deemed to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of inherent limitations, our internal control over financial reporting may not
170

Perrigo Company plc - Item 9A


prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or combination

    During the fourth quarter of deficiencies, in2020, Ranir has been incorporated into our annual report on internal control over financial reporting suchfor our year ended December 31, 2020. Except as discussed, there have been no other changes in our internal control over financial reporting during our fourth quarter of 2020 that there is a reasonable possibility that a material misstatement of a company’s annualhave materially affected, or interim consolidatedare reasonably likely to materially affect, our internal control over financial statements will not be prevented or detected on a timely basis.reporting.


Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2020. The framework used in carrying out our evaluation was the 2013 Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. In evaluating our information technology controls, we also used components of the framework contained in the Control Objectives for Information and relatedRelated Technology ("COBIT"), which was developed by the Information Systems Audit and Control Association’s IT Governance Institute, as a complement to the COSO internal control framework.

Management has concluded that our internal control over financial reporting was ineffectiveeffective as of December 31, 2017.2020. The results of management’s assessment have been reviewed with our Audit Committee.


Perrigo Company plc - Item 8



Income Taxes

The material weaknesses over the income tax process that was identified during our fiscal year ended December 31, 2016 was not remediated during our fiscal year ended December 31, 2017, and we determined that we did not design or maintain effective controls over our income tax accounting process. Accordingly, there is a reasonable possibility that a material misstatement will not be prevented or detected on a timely basis.

The results of management’s assessment have been reviewed with our Audit Committee. Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, also audited the effectiveness of our internal control over financial reporting, as stated in their report that is included herein.

171
REMEDIATION PLAN




We are committed
ITEM 9B.    OTHER INFORMATION

    On March 1, 2021, the Company signed an Amended and Restated Employment Agreement (the “Amended Agreement”) with Murray Kessler to remediating the control deficiencies that gave rise to the material weakness described above. Management is responsible for implementing changesextend his term as CEO, President and improvements to internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weakness.

With oversight from the Audit Committee, we have taken significant steps to remediate our internal control deficiencies in income taxes by redesigning our controls, many of which operated for the first time at December 31, 2017. Our efforts have consisted primarily of strengthening our tax organization and designing a suite of controls related to the components of our income tax process, including valuation allowances, uncertain tax positions and non-routine events and transactions, to enhance our management review controls over income taxes. Because many of our controls operated for the first time at December 31, 2017, we have not had a sufficient period of time to demonstrate operating effectiveness in 2017.

Somemember of the key remediation actions taken include:Board for an additional three year period through October 8, 2024. The term remains subject to automatic renewal thereafter for one-year periods unless either party provides 180 days’ prior notice of non-renewal. The Amended Agreement maintains Mr. Kessler’s current salary and provides a target annual bonus opportunity of $1,545,000 in 2021 and not less than $1,745,000 in 2022 and future years. Beginning in 2022, the fair value of Mr. Kessler’s annual grant under the Company’s Long-Term Incentive Plan will be no less than $9,750,000. Under the Amended Agreement, a notice of non-renewal timely sent by the Company will not be considered a Termination for severance purposes.


Reviewing our income tax processes and controls and enhancing the overall design and procedures performed in calculating our income tax provision on an interim and annual basis
Significantly strengthening our tax capabilities through a combination of key new hires and providing additional resources
Re-designing our management review controls and enhancing the precision of review around the key income tax areas

To complete the remediation, we plan, with oversight from the Audit Committee, to continue to:

Evaluate the sufficiency of our income tax resources and personnel to determine whether additional enhancements are needed
Evaluate whether further enhancements are needed to the design of our income tax procedures and controls
Demonstrate consistent operating effectiveness of our management review controls over income taxes over a number of quarterly periods

We expect to implement the remaining remediation actions in 2018. Until the remediation actions are fully implemented and the operational effectiveness of related internal controls is validated through testing, the material weakness described above will continue to exist.

We are committed to achieving and maintaining a strong internal control environment and believe the remediation measures will strengthen our internal control over financial reporting and remediate the material weakness identified.

(c)    Changes in Internal Control over Financial Reporting

Other thanExcept as described above, under "Remediation Plan for Material Weakness," there have been no changesthe terms of Mr. Kessler’s ongoing employment remain materially unchanged from his Employment Agreement, dated October 8, 2018, as amended on February 13, 2019.

The foregoing summary of the Amended Agreement is qualified in our internal control over financial reporting duringits entirety by the three months ended December 31, 2017 that have materially affected, or are reasonably likelyfull text thereof, which is filed as Exhibit 10.57 to materially affect, our internal control over financial reporting.this Annual Report on Form 10-K, and is incorporated herein by reference.
172

Perrigo Company plc - Item 8








ITEM 9B.
OTHER INFORMATION

Not applicable.

Perrigo Company plc - Item 8



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
CONTROL OVER FINANCIAL REPORTING


To the Shareholders and the Board of Directors of Perrigo Company plc


Opinion on Internal Control Over Financial Reporting


We have audited Perrigo Company plc’s internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Perrigo Company plc (the Company) has not maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to the company’s income tax accounting process.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017, 20162020 and 2015,2019, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2017 and 2016, the period from June 28, 2015 to December 31, 2015, and the fiscal year ended June 27, 2015,2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2017 consolidated financial statements, and this report does not affect our report dated March 1, 2018, which2021 expressed an unqualified opinion thereon.


Basis for Opinion


The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.


Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control Over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
Perrigo Company plc - Item 8



with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ Ernst & Young LLP


Grand Rapids, Michigan
March 1, 20182021



173

Perrigo Company plc - Item 10



PART III.


ITEM 10.
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
(a)Directors of Perrigo Company plc.


This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Election of Directors" or will be included in an amendment to this annual report on Form 10-K.
 
(b)Executive Officers of Perrigo Company plc.


See Part I, Additional Item of this Form 10-K under the heading "Executive Officers of the Registrant."Information About our Executive Officers."
 
(c)Audit Committee Financial Expert.


This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Audit Committee" or will be included in an amendment to this annual report on Form 10-K.
 
(d)Identification and Composition of the Audit Committee.


This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Audit Committee" or will be included in an amendment to this annual report on Form 10-K.
 
(e)Compliance with Section 16(a) of the Exchange Act.


This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Section"Delinquent Section 16(a) Beneficial Ownership Reporting Compliance"Reports" or will be included in an amendment to this annual report on Form 10-K.
 
(f)Code of Ethics.


This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Corporate Governance" or will be included in an amendment to this annual report on Form 10-K.


ITEM 11.
EXECUTIVE COMPENSATION

ITEM 11.    EXECUTIVE COMPENSATION

This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the headings "Executive Compensation", "Renumeration"Remuneration Committee Report", "Potential Payments Upon Termination or Change in Control" and "Director Compensation" or will be included in an amendment to this annual report on Form 10-K.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Ownership of Perrigo Ordinary Shares" or will be included in an amendment to this annual report on Form 10-K. Information concerning equity compensation plans is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Equity Compensation Plan Information" or will be included in an amendment to this annual report on Form 10-K.
 
174

Perrigo Company plc - Item 13





ITEM 13.
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Certain Relationships and Related-Party Transactions" and "Corporate Governance" or will be included in an amendment to this annual report on Form 10-K.
 
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

This information is incorporated by reference to our Proxy Statement for the Annual Meeting of Shareholders to be held inon May 201812, 2021 under the heading "Ratification, in a Non-Binding Advisory Vote, of the Appointment of Ernst & Young LLP as Independent Auditor of the Company and Authorization, in a Binding Vote, of the Board of Directors, Acting Through the Audit Committee, to Fix the RenumerationRemuneration of the Auditor" or will be included in an amendment to this annual report on Form 10-K.


175

Perrigo Company plc - Item 15
Exhibits



PART IV.
 
Item 15.Exhibits and Financial Statement Schedules.
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a)The following documents are filed or incorporated by reference as part of this Form 10-K:

(a)The following documents are filed or incorporated by reference as part of this Form 10-K:
1.All financial statements. See Index to Consolidated Financial Statements.
2.Financial Schedules.

1.All financial statements. See Index to Consolidated Financial Statements.
2.Financial Schedules.
Schedule II – Valuation and Qualifying Accounts.

Schedules other than the one listed are omitted because the required information is included in the footnotes, immaterial or not applicable.


3.Exhibits:
3.Exhibits:
2.1
2.2
2.3+
2.4
2.5
2.6
2.7
3.1
3.2
4.1
Perrigo Company plc - Item 15
Exhibits


4.2
176

Perrigo Company plc - Item 15
Exhibits

4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
10.14.12
10.210.1
10.3
10.4

Perrigo Company plc - Item 15
Exhibits


10.5
10.610.2
10.7
10.8
10.9
10.1010.3
10.11
10.1210.4
10.13

177

Perrigo Company plc - Item 15
Exhibits

10.14*10.5
10.15*
10.16*
10.17*
10.18*
10.19*
Perrigo Company plc - Item 15
Exhibits


10.6*
10.20*
10.7*
10.21*10.8*
10.22*10.9*
10.23*10.10*
10.24*10.11*
10.25*10.12*
10.13*
10.14*
10.26*10.15*
10.27*10.16*
10.28*10.17*
10.29*10.18*
10.30*10.19*
10.31*10.20*
10.32*10.21*
10.33*10.22*
178

Perrigo Company plc - Item 15
Exhibits

10.23*
10.24*
10.34*
10.35*
10.36*
10.37*
Perrigo Company plc - Item 15
Exhibits


10.38*10.25*
10.39*
10.40*
10.41*
10.42*
10.43*
10.44*
10.45*10.26*
10.46*10.27*
10.47*10.28*
10.48*10.29*
10.49*10.30*
10.50*10.31*
10.51*10.32*
10.52*10.33*
10.53*
10.54*
10.55*
Perrigo Company plc - Item 15
Exhibits


10.56*10.34*
10.57*10.35*
10.58*10.36*
10.59*10.37*
10.60*10.38*
10.61*10.39*
10.40*
179

Perrigo Company plc - Item 15
Exhibits

10.62*10.41*
10.63*10.42*
10.64*10.43*
10.65*10.44*
10.66*10.45*
10.46*
10.47*
10.48*
10.49*
10.67*10.50*
10.51*
10.52*
10.53*
10.54*
10.55*
10.68*10.56*
10.57*
10.69*10.58*
180

Perrigo Company plc - Item 15
Exhibits

10.59*
10.60*
10.61*
10.62*
2110.63*
21
23
24
31
32
101.INSInline XBRL Instance Document.Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
Perrigo Company plc - Item 15
Exhibits


101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.

+104Confidential treatment has been requested for portions of this agreement. A completed copy of the agreement, including the redacted portions, has been filed separately with the SEC.Cover Page Interactive Data File, formatted in Inline XBRL (contained in Exhibit 101.INS).
*Denotes management contract or compensatory plan or arrangement.

+    Confidential treatment has been requested for portions of this agreement. A completed copy of the agreement, including the redacted portions, has been filed separately with the SEC.
*Denotes management contract or compensatory plan or arrangement.
 
(b)Exhibits.
(b)Exhibits.
The response to this portion of Item 15 is submitted as a separate section of this Report. See Item 15(a)(3) above.
 
(c)Financial Statement Schedules.
(c)Financial Statement Schedules.
The response to this portion of Item 15 is submitted as a separate section of this Report. See Item 15(a)(2) above.


181

Perrigo Company plc
- Item 15

Exhibits

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
PERRIGO COMPANY PLC
(in millions)


Year Ended
 Year Ended Six Months EndedDecember 31,
2020
December 31,
2019
December 31,
2018
Allowance for doubtful accounts December 31,
2017
 December 31,
2016
 December 31,
2015
Allowance for doubtful accounts
Balance at beginning of period $6.3
 $4.5
 $2.6
Balance at beginning of period$6.7 $6.4 $6.2 
Net bad debt expenses(1)
 1.4
 2.1
 2.5
Net bad debt expenses(1)
2.9 0.8 
Additions/(deductions)(2)
 (1.5) (0.3) (0.6)
Additions/(deductions)(2)
(2.0)(0.5)0.2 
Balance at end of period $6.2
 $6.3
 $4.5
Balance at end of period$7.6 $6.7 $6.4 
 
(1)
Includes effects of changes in foreign exchange rates.
(2)
Uncollectible accounts written off, net of recoveries. Also includes effects of changes in foreign exchange rates.


(1)Includes effects of changes in foreign exchange rates.

(2)Uncollectible accounts written off, net of recoveries. Also includes effects of changes in foreign exchange rates.
SIGNATURES
182




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K for the year ended December 31, 20172020 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland on March 1, 2018.2021.
 
PERRIGO COMPANY PLC
PERRIGO COMPANY PLCBy:/s/ Murray S. Kessler
Murray S. Kessler
By:/s/ Uwe F. Roehrhoff
Uwe F. Roehrhoff
Chief Executive Officer and President
(Principal Executive Officer)


POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Uwe F. Roehrhoff, Ronald L. WinowieckiMurray S. Kessler, Raymond P. Silcock, and Todd W. Kingma and each of them severally, acting alone and without the other, his true and lawful attorney-in-fact with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments to this Annual Report on Form 10-K for the year ended December 31, 20172020 necessary or advisable to enable Perrigo Company plc to comply with the Securities Exchange Act of 1934, or any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the report as the aforesaid attorney-in-fact executing the same deems appropriate.


Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K for the year ended December 31, 20172020 has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 1, 2018.2021.








183




SignatureTitle
/s/ Murray S. KesslerPresident and Chief Executive Officer and Director
Murray S. Kessler(Principal Executive Officer)
/s/ Raymond P. SilcockChief Financial Officer
Raymond P. Silcock(Principal Accounting and Financial Officer)
/s/ Rolf A. ClassonChairman of the Board
Rolf A. Classon
SignatureTitle
/s/ Uwe F. Roehrhoff
President and Chief Executive Officer
Uwe F. Roehrhoff(Principal Executive Officer)
/s/ Ronald L. WinowieckiChief Financial Officer
Ronald L. Winowiecki(Principal Accounting and Financial Officer)
/s/ Laurie BrlasChairman
Laurie Brlas
/s/ Bradley A. AlfordDirector
Bradley A. Alford
/s/ Rolf A. ClassonOrlando D. AshfordDirector
Rolf A. ClassonOrlando D. Ashford
/s/ Katherine DoyleDirector
Katherine Doyle
/s/ Adriana KaraboutisDirector
Adriana Karaboutis
/s/ Gary M. CohenDirector
Gary M. Cohen
/s/ Jeffrey B. KindlerDirector
Jeffrey B. Kindler
/s/ Erica L. MannDirector
Erica L. Mann
/s/ Donal O'ConnorDirector
Donal O'Connor
/s/ Geoffrey M. ParkerDirector
Geoffrey M. Parker
/s/ Theodore R. SamuelsDirector
Theodore R. Samuels
/s/ Jeffrey C. SmithDirector
Jeffrey C. Smith





195
184