~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 11~~

NOTE 1113 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in our AOCI balances, net of tax were as follows (in millions):



	Fair Value of Derivative Financial Instruments, net of tax			Foreign Currency Translation Adjustments		Post-Retirement and Pension Liability Adjustments, net of tax			Total AOCI
Balance at December 31, 2018	$	(15.5	)	$	104.5	$	(4.4	)	$	84.6
OCI before reclassifications	0.2			11.0		—			11.2
Amounts reclassified from AOCI	4.2			—		(0.5		)	3.7
Other comprehensive loss	$	4.4		$	11.0	$	(0.5	)	$	14.9
Balance at June 29, 2019	$	(11.1	)	$	115.5	$	(4.9	)	$	99.5

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 December 31, 2017 $ (9.8 ) $ 260.6
$ 1.0
$ 1.3
$ 253.1
ASU 2016-01 adoption impact —
—
(1.0 ) —
(1.0 )
Balance at December 31, 2017 after adoption impact $ (9.8 ) $ 260.6

$ —

$ 1.3

$ 252.1
OCI before reclassifications (3.6 ) (92.6 ) —
(0.4 ) (96.6 )
Amounts reclassified from AOCI (0.5 ) —
—
—
(0.5 )
Other comprehensive income $ (4.1 ) $ (92.6 ) $ —
$ (0.4 ) $ (97.1 )
Balance at June 30, 2018 $ (13.9 ) $ 168.0
$ —
$ 0.9
$ 155.0

NOTE 1214 – INCOME TAXES

The effective tax rates were as follows:



Three Months Ended				Six Months Ended
June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
66.6	%	34.5	%	32.5	%	29.4	%

Three Months Ended Six Months Ended
June 30,
2018 July 1,
2017 June 30,
2018 July 1,
2017
34.5 % 8.7 % 29.4 % 89.9 %

The effective tax rate for the three months ended June ~~30, 2018~~ 29, 2019increased ~~in comparison~~compared to the prior year period due primarily to ~~additional valuation allowances against deferred taxes~~changes in the jurisdictional mix of pre-tax book income and ~~uncertain tax positions recorded~~a $27.8 million reduction in ~~foreign jurisdictions.~~ pre-tax income due to an impairment charge related to a definite-lived intangible asset.

The effective tax rate for the six months ended June ~~30, 2018 decreased in comparison~~29, 2019increased compared to the prior year period due primarily to ~~the negative impacts of non-deductible fees related to debt cancellation in the prior period.~~

~~Our tax rate is subject to adjustment over the balance of the calendar year due to, among other things, the jurisdictions in which our profits are determined to be earned and taxed;~~ changes in the ~~valuation~~jurisdictional mix of ~~our deferred~~pre-tax book income.

On October 31, 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 from Elan Pharma. The consideration paid by Biogen to Elan Pharma took the form of an upfront payment and ~~liabilities; adjustments~~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 disagree with this assessment and believe that the NoA is without merit and incorrect as a matter of law. We filed an appeal of the NoA on December 27, 2018 and will pursue all available administrative and judicial avenues as may be necessary or appropriate. As part of this strategy to ~~estimated taxes upon finalization~~pursue all available administrative and judicial avenues, Elan Pharma was, on February 25, 2019, granted leave by the Irish High Court to seek judicial review of ~~various tax returns; adjustments~~the issuance of the NoA by Irish Revenue. The judicial review filing is based on ~~differing interpretations~~our belief that Elan Pharma's legitimate expectations as a taxpayer have been breached, not on the merits of the ~~applicable transfer pricing standards; changes~~NoA itself. The High Court has scheduled a hearing in ~~available tax credits, grants~~this judicial review proceeding in April 2020, and ~~other incentives; changes~~we would expect a decision in ~~stock-based compensation expense; changes~~this matter in ~~tax laws or~~ the ~~interpretation~~second half of ~~such tax laws (for example, proposals for fundamental U.S. international tax reform); changes~~2020. If we are ultimately successful in ~~U.S. GAAP;~~the judicial review proceedings the NoA will be invalidated and ~~expiration of or~~Irish Revenue will not be able to re-issue the ~~inability to renew tax rulings or tax holiday incentives.~~NoA. The proceedings before the Tax Appeals Commission have been stayed until a decision on the judicial review application has been made.

We file income tax returns in numerous jurisdictions and are therefore subject to audits by tax authorities. Our primary income tax jurisdictions are Ireland, the United States, Israel, Belgium, France, and the United Kingdom.

On August 15, 2017, we filed a complaint in the United States 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”),~~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

Perrigo Company plc - Item 1

Note 14

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

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 12~~

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 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 cumulative deferred charge as recorded on the balance sheet is $29.7 million lower than the amounts reflected above due to overpayments credited to succeeding years, such that the actual refund the company is seeking to receive will be reduced by that amount. In addition, we recently conceded a royalty due to Perrigo U.S. on all omeprazole sales that equates to a 24% of our refund claims and any omeprazole adjustments that may be asserted by the IRS for future years.

On July 11, 2017, we received a draft Notice of Proposed Adjustment (“NOPA”) associated with transfer pricing positions 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. Athena was the originator of the patents associated with Tysabri^® prior to the acquisition of Athena by Elan in 1996. The draft NOPA asserted that when Elan took over the future funding of Athena’s in-process R&D in 1996, after it acquired Athena in 1996, it 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. In response to the draft NOPA, we provided the IRS with substantial additional documentation supporting our position. 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, 2011, 2012 and 2013. The NOPA carries forward the theory from a 2017 draft NOPA. The revised 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 potentially material interest. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including potentially those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. No 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 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 United States, 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 (which covers the period of the Elan transaction). The Israel Tax Authority's audit of our fiscal years ended June 29, 2013 and June 28, 2014 concluded with no material impact to the financial ~~statements. The Ireland~~statements and the Israel Tax Authority is ~~currently~~now auditing our fiscal years ended December 31, ~~2012~~2015, December 31, 2016 and December 31, ~~2013.~~2017.

~~Tax Law Changes~~

On December 22, 2017, the United States 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 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 were 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”). The Transition Toll Tax may be paid over an eight-year period, starting in 2018, and will not accrue interest.

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 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, 2017, we recorded an income tax benefit of $2.4 million in connection with the remeasurement of certain deferred tax assets and liabilities 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. The tax impacts represent provisional amounts and are a reasonable estimate. The IRS issued additional guidance related to the U.S. Tax Act during the quarters ended March 31, 2018 and June 30, 2018, which resulted in no changes to the provisional estimates recorded at December 31, 2017. Further work is necessary to perform additional analysis of historical foreign earnings, the impacts of repatriating foreign earnings, and U.S. cumulative temporary differences, as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to tax expense when the analysis is complete in 2018.

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 12~~

The U.S. Tax Act subjects a U.S. shareholder to tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed 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. Given 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 June 30, 2018, we made a reasonable estimate of the tax effect of a GILTI inclusion for 2018, which is not material for the six months ended June 30, 2018. We also estimate that we will not be subject to the base erosion anti-avoidance tax in 2018 and will not record tax benefits for deductions related to foreign-derived intangible income.

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. For the year ended December 31, 2017, we recorded 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.

The IRS issued a notice of proposed regulations on August 1, 2018, implementing Section 965 of the Internal Revenue Code as amended by the U.S. Tax Act, which was enacted on December 22, 2017. The regulations affect any U. S. company with direct or indirect ownership interests in certain foreign corporations. We are currently evaluating the impact of the regulations on our financial statements.

Perrigo Company plc - Item 1

Note 15

NOTE 1315 – CONTINGENCIES

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 June ~~30, 2018,~~29, 2019, 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

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 behavior to fix or raise the prices of certain drugs and/or allocate customers 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. ~~Recently, the~~The same class plaintiffs have filed ~~new~~ complaints

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 13~~

naming us as a co-defendant, along with 27 other manufacturers, alleging an overarching conspiracy to fix or raise the prices of 15 generic prescription pharmaceutical products starting in 2011. Perrigo manufactures only two of the products at issue, Nystatin cream and Nystatin ointment.

We have also ~~recently~~ been named a co-defendant along with 35 other manufacturers in a complaint filed by three supermarket chains alleging that defendants conspired to fix prices of 31 generic prescription pharmaceutical products starting in 2013. ~~These~~The only allegations specific to us relate to Clobetasol, Desonide, Econazole, Nystatin cream, and Nystatin ointment.

On August 3, 2018, a large managed care organization filed a complaint against us alleging price-fixing and customer allocation concerning 17 different products among 27 manufacturers including Perrigo. The only allegations specific to us concern Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment.

Most recently, on January 16, 2019, a similar suit was brought by a health insurance carrier in the U.S. District Court for the District of Minnesota alleging aconspiracy to fix prices of 30 products among 30 defendants. The only allegations specific to us concern Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment.

Certain complaints listed above were amended in December 2017, January 2018, and April 2019. All of the above complaints have been consolidated for pretrial proceedings, along with complaints filed against other companies alleging price fixing with respect to more than two dozen other drugs, ~~have been consolidated for pretrial proceedings~~ as part of a case captioned In re Generic Pharmaceuticals Pricing Antitrust Litigation, MDL No. 2724 in the U.S. District Court for the Eastern District of Pennsylvania.

Pursuant to the court’s schedule staging various cases in phases, we ~~have~~ moved to dismiss the complaints relating to Clobetasol and Econazole. ~~A schedule for responses~~The court issued a decision denying the motions in part in October 2018 and issued a second decision in February 2019 dismissing various state law claims, but allowing other state law claims to proceed. We filed answers to the Clobetasol gel complaints on December 31, 2018. We filed answers to the Desonide and Econazole complaints on March 15, 2019.

Motions to dismiss certain other complaints ~~will be determined after decisions are rendered~~listed above were filed on February 21, 2019. Plaintiffs’ oppositions were due on May 2, 2019 and defendants’ replies were filed on June 13, 2019. Certain deposition discovery is allowed to proceed as of the ~~pending motions to dismiss the class cases.~~court’s July 15, 2019 order in all cases and documentary discovery is also proceeding. At this stage, we cannot reasonably predict the outcome of the liability, if any, associated with these claims.

Perrigo Company plc - Item 1

Note 15

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.). 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 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 theRoofers’ Pension Fund case and the Wilson case. ~~The~~In the amended complaint, the lead plaintiffs seek to represent ~~a class~~three classes of shareholders ~~for~~- shareholders who purchased shares during the period April 21, 2015 through May 3, 2017 ~~and the amended complaint identifies three subclasses - shareholders who purchased shares during the period~~ on the U.S. exchanges; shareholders who purchased shares during the same period on the Tel Aviv exchange; and shareholders who owned shares on ~~the~~November 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 six generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri^® royalty stream. The amended complaint does not include an estimate of damages. ~~In August~~During 2017, the defendants filed motions to dismiss, which the ~~amended complaint. The~~ plaintiffs ~~filed their opposition in October 2017. The defendants filed replies in support of the motions to dismiss in November 2017.~~opposed. On July 27, 2018, the court issued an opinion and order granting the defendants’ motions to dismiss in part and denying the motions to dismiss in part. The court dismissed 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 dismissed are Perrigo Company plc, Joe

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 13~~

Papa, and Judy Brown. The claims (described above) that were not dismissed relate to the integration issues regarding the Omega acquisition and the alleged price fixing activities with respect to six 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 has begun. We intend to defend the lawsuit vigorously.

On November 1, 2017, Carmignac Gestion, S.A., 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 Carmignac Gestion, S.A. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. 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 April 2016. Plaintiff contends that the defendants provided

Perrigo Company plc - Item 1

Note 15

inadequate disclosure throughout the period concerning the valuation and integration of Omega, the financial guidance 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. Many of the allegations in this case overlap 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. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above) the parties to this case conferred about how this case should proceed. Because this plaintiff made some factual allegations that were not asserted in the Roofers’ Pension Fund case, the parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. 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 motions to dismiss filed in the~~ ~~Roofers' Pension Fund~~ ~~case, and the court granted the stay motion. Because the court has issued a decision in the~~ ~~Roofer’s Pension Fund~~ ~~case, the parties to the case described in this paragraph will confer to discuss how that ruling affects this case and the scheduling issues for this case.~~

On January 16, 2018, Manning & Napier Advisors, LLC 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 Manning & Napier Advisors, LLC v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b-5) 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. Many of the allegations in this case overlap 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. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above) the parties to this case conferred about how this case should proceed. Because this plaintiff made some factual allegations that were not asserted in the Roofers’ Pension Fund case, the parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. 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 motion to dismiss filed in the~~ ~~Roofers' Pension Fund~~ ~~case, and the court granted the stay motion. Because the court has issued a decision in the~~ ~~Roofer’s Pension Fund~~ ~~case, the parties to the case described in this paragraph will confer to discuss how that ruling affects this case and the scheduling issues for this case.~~

On January 26, 2018, two different plaintiff groups (the Mason Capital group and the Pentwater group) each 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 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 filed in the U.S. District Court for the District 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 above (Carmignac and Manning & Napier). Each complaint asserts claims under Securities Exchange Act sections 14(e) (related to tender offer disclosures) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the ~~plaintiff’s~~plaintiffs' allegations describe events during the period from April 2015 through May 2017. ~~Plaintiff contends~~Plaintiffs 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 six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® ~~financial~~ asset. Many of the factual allegations in these two cases overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above and the allegations in the Carmignac case described above. The ~~plaintiff does~~plaintiffs do not provide an estimate of damages. ~~The parties to each case jointly requested that~~After the court ~~stay each case pending the outcome of a ruling on the motions to dismiss filed~~issued its July 2018 opinion in the Roofers’ Pension Fund ~~case. The court~~

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 13~~

~~granted the stay motion in each case. Because the court has issued a decision in the~~ ~~Roofer’s Pension Fund~~ case (described above), the parties to these cases conferred about how these cases should proceed. The parties agreed that the ruling in the Roofers’ Pension Fundcase ~~described~~would apply equally to the common allegations in ~~this paragraph will confer to discuss how that ruling affects this case~~these cases. The defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the ~~scheduling issues for this case.~~discovery stage of the cases has begun. We intend to defend ~~both~~the lawsuits vigorously.

Perrigo Company plc - Item 1

Note 15

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). This lawsuit is not a securities class action. 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 was filed in the U.S. District Court for the District of New Jersey and is assigned to 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 complaint asserts claims under Securities Exchange Act section 10(b) (and related SEC Rule 10b‑5) and section 14(e) (related 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 plaintiffs' allegations describe events during the period from February 2014 through May 2017. Plaintiffs contend 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 this case overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above and the allegations in the four opt out cases also described above. The plaintiffs do not provide an estimate of damages. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the litigation has begun. 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 motions to dismiss filed in the~~ ~~Roofers’ Pension Fund~~ ~~case, which was granted by the court. Because the court has issued a decision in the~~ ~~Roofer’s Pension Fund~~ ~~case, the parties to the case described in this paragraph will confer to discuss how that ruling affects this case and the scheduling issues for this case.~~

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. The case was assigned to 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. This lawsuit was filed by the same law firm that filed the Manning & Napier Advisors case and the Carmignac case described above and generally makes the same factual assertions as in the Manning & Napier Advisors case. Many of the allegations in this case overlap 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. On April 20, 2018, the plaintiff filed an amended complaint that did not materially change the factual allegations of the original complaint. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. Because this plaintiff made some factual allegations that were not asserted in the Roofers’ Pension Fund case, the parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. 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 motions to dismiss filed in the~~ ~~Roofers’ Pension Fund~~ ~~case. The court granted the stay motion. Because the court has issued a decision in the~~ ~~Roofer’s Pension Fund~~ ~~case, the parties to the case described in this paragraph will confer to discuss how that ruling affects this case and the scheduling issues for this case.~~

On April 20, 2018, a group of plaintiff investors affiliated with TIAA-CREF filed a lawsuit against us and the same individuals who are the defendants in the Harel Insurance case complaint. This lawsuit is not a securities class action. The law firm representing the plaintiffs in the Harel Insurance case also represents the TIAA-CREF plaintiff entities in this case, and the new complaint is substantially similar to the Harel Insurance complaint. The relevant period in the new complaint is August 14, 2014 to May 2, 2017 inclusive. The case is styled TIAA-CREFInvestment Management, LLC., et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 13~~

District of New Jersey and is assigned to the same federal judge that is hearing the class action case and the six other individual cases described above (Carmignac, Manning & Napier, Mason Capital, Pentwater, Harel Insurance,

Perrigo Company plc - Item 1

Note 15

and First Manhattan). The TIAA-CREFInvestment Management complaint asserts claims under Securities Exchange Act section 10(b) (and related SEC Rule l0b-5), section 14(e) (related to tender offer disclosures) against all defendants as well as section 20(a) control person liability against the individual defendants. In general, plaintiffs' allegations describe events during the period from August 2014 through May 2017. Plaintiffs contend 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 August 2014 until the withdrawal of past financial statements in April 2017. Many of the factual allegations in this case also overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above. The plaintiffs do not provide an estimate of damages. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above) the parties to this case conferred about how this case should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the litigation has begun. We intend to defend the lawsuit vigorously.

On October 29, 2018, Nationwide Mutual Funds and Nationwide Variable Insurance Trust (both on behalf of several fund series) filed a securities lawsuit against us and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the seven other opt out cases. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b-5), and 14(e) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiffs' allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by us during that period, and alleged price fixing activities with respect to six generic prescription pharmaceuticals. This lawsuit was filed by the same law firm that filed the First Manhattan case, the Manning & Napier Advisors case, and the Carmignac case described above and generally makes the same factual assertions as in the Manning & Napier case. The complaint does not include factual allegations that the Court dismissed in the July 2018 ruling in the Roofer’s Pension Fund case also described above. Many of the allegations in this case also overlap 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. The defendants (the Company, Mr. Papa, and Ms. Brown) filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. We intend to defend the lawsuit vigorously.

On November 15, 2018, a group of plaintiff investors affiliated with Westchester Capital Funds filed a lawsuit against us, our former Chairman and CEO Joseph Papa and our former CFO Judy Brown. This lawsuit is not a securities class action. The same law firm that represents the plaintiffs in the Mason Capital L.P. case and the Pentwater Equity Opportunities Master Fund Ltd. case (described above) represents the affiliates of the Westchester Funds in this lawsuit. The factual allegations of the complaint are substantially similar to the factual allegations of the complaints in the Mason Capital and in the Pentwater cases described above. The case is styled WCM Alternative: Event-Drive Fund, et al. v. Perrigo Co., plc, et al., and is filed in the U.S. District Court for the District of New Jersey. The WCM case is assigned to the same federal judge that is hearing the Roofer’s Fund class action case and the eight other individual cases described above. The complaint asserts claims under Securities Exchange Act sections 10(b) (and SEC Rule 10b‑5) and 14(e) against all defendants as well as 20(a) control person claims against the individual defendants. In general, the plaintiffs’ allegations describe events during the period from April 2015 through May 2017. Plaintiffs contend that the defendants provided inadequate disclosure during the tender offer period in 2015 as well us up through May 3, 2017. Plaintiffs identify disclosures concerning the 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^® asset. Many of the factual allegations in this complaint overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case described above. The plaintiffs do not provide an estimate of damages. In view of the court’s July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. The parties ~~jointly requested~~agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case. The defendants (the Company, Mr.

Perrigo Company plc - Item 1

Note 15

Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the cases has begun. We intend to defend the lawsuit vigorously.

On November 15, 2018, a group of plaintiff investors affiliated with Hudson Bay Capital Management LP filed a lawsuit against us, our former Chairman and CEO Joseph Papa and our former CFO Judy Brown. This lawsuit is not a securities class action. The same law firm that represents the plaintiffs in the Mason Capital L.P., the Pentwater Equity Opportunities Master Fund Ltd., and the WCM cases (described above) represents the affiliates of Hudson Bay Capital Management in this lawsuit. The factual allegations of the complaint are substantially similar to the factual allegations of the complaints in the Mason Capital, in the Pentwater, and in the WCM cases described above. The case is styled Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al., and is filed in the U.S. District Court for the District of New Jersey. The Hudson Bay Fund case is assigned to the same federal judge that is hearing the Roofer’s Fund class action case and the nine other individual cases described above. The complaint asserts claims under Securities Exchange Act section 14(e) against all defendants and section 20(a) control person claims against the individual defendants. In general, the plaintiffs’ allegations describe events during the period from April 2015 through May 2017. Plaintiffs 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 the 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^® asset. Many of the factual allegations in this complaint overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case described above. The plaintiffs do not provide an estimate of damages. In view of the court’s July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case. The defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the cases has begun. We intend to defend the lawsuit vigorously.

On January 31, 2019, Schwab Capital Trust and a variety of other Schwab entities filed a securities lawsuit against us and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Schwab Capital Trust, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the ten other opt out cases. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b‑5), and 14(e) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by us during that period, and alleged price fixing activities with respect to six generic prescription pharmaceuticals. This lawsuit was filed by the same law firm that filed the Carmignac case, the Manning & Napier case, the First Manhattan case, and the Nationwide Mutual Funds case described above and generally makes the same factual assertions as in the Nationwide Mutual Funds case. The complaint does not include factual allegations that the court ~~stay~~dismissed in the July 2018 ruling in the Roofer’s Pension Fund case also described above. Many of the allegations in this case ~~pending~~also overlap with the ~~outcome~~allegations of ~~a ruling on~~ the ~~motions~~June 2017 amended complaint in the Roofer’s Pension Fund case described above. The plaintiff does not provide an estimate of damages. The parties have agreed that the defendants will not have to respond to the complaint until 45 days after the court decides the motion to dismiss pending in the Carmignac, Manning & Napier, First Manhattan, and Nationwide Mutual cases described above. On July 31, 2019, the court granted in part and denied in part the motion to dismiss in the Carmignac and related cases; therefore this case has now also moved into the discovery phase. We intend to defend the lawsuit vigorously.

On February 6, 2019, OZ Master Fund, Ltd. and a related entity filed a securities lawsuit against us and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled OZ Master Fund, Ltd., et al. v. Perrigo Company plc, et al., and was filed in the ~~Roofers' Pension Fund~~ ~~case.~~U.S. District Court for the District of New Jersey. The ~~court granted the stay motion. Because the court has issued a decision in the~~ ~~Roofer’s Pension Fund~~case ~~the parties~~was assigned to the ~~case described in this paragraph will confer to discuss how that ruling affects this~~same judge hearing the class action case and the ~~scheduling issues~~eleven other opt out cases described above. The complaint asserts claims under Securities Exchange Act sections 10(b) (and SEC Rule 10b‑5), and 14(e) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of

Perrigo Company plc - Item 1

Note 15

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^® asset. Many of the allegations in this ~~case.~~case overlap with the allegations of the June 2017 amended complaint in the Roofer’s Pension Fund case described above. The plaintiff does not provide an estimate of damages. The parties agreed that the court's rulings in July 2018 in the Roofer's case (discussed above) and in July 2019 in the Carmignac andother cases (discussed above) will apply to this case as well.The parties agreed to a proposed schedule, which the court approved in July 2019, by which the plaintiffs are participating in the discovery proceedings in the Roofer's Pension Fund case described above and the various individual cases also described above. We intend to defend the lawsuit vigorously.

On February 14, 2019, Highfields Capital I LP and related entities filed a securities lawsuit against the Company and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Highfields Capital I LP, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of Massachusetts. The complaint asserts claims under Securities Exchange Act sections 14(e) and 18 against all defendants, as well as 20(a) control person liability against the individual defendants. The complaint also asserts Massachusetts state law claims under Massachusetts Unfair Business Methods Law (chapter 93A § 11), and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by the Company during that period, and alleged improper accounting for the Tysabri^® asset. Some of the allegations in this case overlap with the allegations of the June 2017 amended complaint in the Roofer’s Pension Fund case described above and with allegations in one or more of the opt out cases described above. Plaintiffs do not provide a clear calculation of how they estimated damages and seek treble damages, punitive damages, and attorney's fees. On May 7, 2019, defendants filed a motion to transfer this case to the U.S. District Court for the District of New Jersey so that the proceedings in this case can be coordinated with the other cases (discussed above) pending in that court. The transfer motion has been fully briefed. We intend to defend the lawsuit vigorously.

On February 22, 2019, Aberdeen Canada Funds -- Global Equity Funds (and 30 other entities, some unrelated to Aberdeen) filed a securities lawsuit against the Company and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the twelve other opt-out cases pending in that Court. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b‑5) against all defendants and 20(a) control person liability against the individual defendants. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by the Company during that period, and alleged undisclosed pricing pressure for generic prescription pharmaceuticals, and alleged price fixing activities with respect to six generic prescription pharmaceuticals. This lawsuit was filed by the same law firm that filed the Carmignac case, the Manning & Napier case, the First Manhattan case, the Nationwide Mutual Funds case, and the Schwab Capital Trust case described above, and generally makes the same factual assertions as in the Nationwide Mutual Funds case. The complaint does not include factual allegations that the Court dismissed in the July 2018 ruling in the Roofer’s Pension Fund case also described above. Many of the allegations in this case also overlap with the allegations of the June 2017 amended complaint in the Roofer’s Pension Fund case described above. The parties have agreed that the defendants will not have to respond to the complaint until 45 days after the court decides the motion to dismiss pending the Carmignac, Manning & Napier, First Manhattan, and Nationwide Mutual Funds cases described above. The plaintiff does not provide an estimate of damages. On July 31, 2019, the court granted in part and denied in part the motion to dismiss in the Carmignac and related cases; therefore this case has now also moved into the discovery phase. We intend to defend the lawsuit vigorously.

Perrigo Company plc - Item 1

Note 15

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. Three cases were filed; ~~two were~~one was voluntarily dismissed in each of 2017 and 2018 and one was ~~stayed.~~stayed in 2018. We are consulting Israeli counsel about our response to these allegations and we intend to defend ~~these cases~~this 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. 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.~~

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 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

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 13~~

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 six generic prescription pharmaceuticals, and alleges improper accounting for the 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 two 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 ~~July 12, 2017,~~January 3, 2019, a shareholder filed a complaint against the ~~plaintiff~~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 purports to represent a class of shareholders for the period November 8, 2018 through December 20, 2018, inclusive. The complaint alleges 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 contend 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 does 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 Sec. 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 one 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 three individual defendants. All defendants filed a joint motion to dismiss, and the plaintiffs filed an opposition. The defendants' reply is due in mid-August 2019. At some time thereafter the court will decide the motion. We intend to defend the lawsuit vigorously.

Perrigo Company plc - Item 1

Note 15

In Israel ~~Elec. Corp. Employees’ Educ. Fund~~(cases related to Irish Tax events)

On December 31, 2018, a shareholder filed an action against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in Tel Aviv District Court (Baton v. Perrigo Company plc, ~~et al.~~et. al.). The case ~~filed~~is a motion to have all three cases pending in Israel either consolidated or the other two cases dismissed so 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~~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 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. We filed a request for a stay, the plaintiff agreed in 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 ~~informed~~ the court ~~in January 2018 that they had reached an agreement among themselves such that the~~ ~~Education Fund~~ ~~case will continue~~approved a stay and ~~the Keinan plaintiff dismissed 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 D.N.J. (the~~ ~~Roofers’ Pension Fund~~ ~~case described above under Securities Litigation In the United States). The court approved the stay.~~

~~Eltroxin~~

During October and November 2011, nine applications to certify a class action lawsuit were 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 stay 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 underlying proceedings have been stayed pending the outcome of the mediation process and, if necessary, a decision on the motion to appeal.

On November 14, 2017 the parties submitted 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.

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 13~~

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, they 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.

~~The District Court Justice was appointed as a Supreme Court Justice and ordered to move the case to a different panel. In an effort to reach a decision before the appointment,an additional hearing was held on March 12, 2018 in whichthe court urged~~required the parties to ~~try and exhaust their negotiations~~update the court about the U.S. proceedings by September 1, 2019. We intend to defend the fullest and provide an update by May 13, 2018. In addition, the Court ordered the Attorney General to submit its opinion to the settlement agreement by May 30, 2018, which was extended until July 23, 2018.lawsuit vigorously.

~~Tysabri~~^® ~~Product Liability Lawsuits~~

We and our collaborator Biogen have been co-defendants in product liability lawsuits arising out of the occurrence of Progressive Multifocal Leukoencephalopathy ("PML"), a serious brain infection, and serious adverse events, including deaths, which occurred in patients taking Tysabri^®~~. In 2018, the last outstanding PML case was dismissed with prejudice.~~

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 has recently filed papers seeking permission to introduce an additional counterclaim theory of recovery related to the Irish tax issue recently disclosed by the Company such that if the position of the Irish tax authorities prevails, Alychlo would have a further basis for its counterclaim against Perrigo. The proposed additional counterclaim theory does not appear to increase any damages sought. 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 has responded that he intends to file a lawsuit asserting derivative claims but has not yet filed a lawsuit.

NOTE 1416 – RESTRUCTURING CHARGES

We periodically take action to reduce redundant expenses and improve operating efficiencies. ~~The following reflects our restructuring activity (in millions):~~

Three Months Ended Six Months Ended
June 30,
2018 July 1,
2017 June 30,
2018 July 1,
2017
Beginning balance $ 12.4
$ 51.5
$ 21.4
$ 19.7
Additional charges 3.7
12.1
5.2
50.8
Payments (3.1 ) (23.6 ) (13.8 ) (30.7 )
Non-cash adjustments (0.3 ) (0.3 ) (0.1 ) (0.1 )
Ending balance $ 12.7
$ 39.7
$ 12.7
$ 39.7

Restructuring activity includes severance, lease exit costs, and asset impairments. The following reflects our restructuring activity (in millions):



	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Beginning balance	$	20.5		$	12.4		$	24.0		$	21.4
Additional charges	12.2			3.7			18.1			5.2
Payments	(9.0		)	(3.1		)	(18.0		)	(13.8		)
Non-cash adjustments	0.3			(0.3		)	(0.1		)	(0.1		)
Ending balance	$	24.0		$	12.7		$	24.0		$	12.7

Perrigo Company plc - Item 1

Note 16

The charges incurred during the three and six months ended June 29, 2019 were primarily associated with the reorganization of our executive management team and other actions taken to streamline the organization. Of the amount recorded during the six months ended June 29, 2019, $9.8 million related to the CSCI segment due primarily to the sales force reorganization in France. The charges incurred during the six months ended June 30, 2018 were primarily associated with continued costs from actions we took to streamline our organization as announced on February 21, 2017, as well as additional lease exit costs. Of the amount recorded during the six months ended July 1, 2017, $28.0 million was related to the CHCA segment. There were no other material restructuring programs that significantly impacted any other reportable segments for

~~Perrigo Company plc~~ ~~- Item 1~~

~~Note 15~~

~~the three and six months ended June 30, 2018 or July 1, 2017.~~ All charges are recorded in Restructuring expense on the Condensed Consolidated Financial Statements. The remaining ~~$7.3~~$24.0 million liability for employee severance benefits ~~will~~is expected to be paid within the next ~~year, while the remaining $5.4 million liability for lease exit costs will be paid over the remaining terms of the applicable leases.~~year.

NOTE 1517 – SEGMENT INFORMATION

~~Our reporting segments are as follows:~~

~~Consumer Healthcare Americas, comprises our U.S., Mexico and Canada consumer healthcare business (OTC, contract, infant formula and animal health categories).~~

~~Consumer Healthcare International~~,comprises our branded consumer healthcare business primarily in Europe and our consumer focused businesses in the United Kingdom, Australia, and Israel. This segment also includes our U.K. liquid licensed products business.

~~Prescription Pharmaceuticals~~,~~comprises our U.S. Prescription Pharmaceuticals business.~~

~~We also had a legacy operating segment, Other, which contained our API businesses, which we divested. Following the divestitures, there were no substantial assets or operations left in the segment.~~ Our segments reflect the way in which our management makes operating decisions, allocates resources, and manages the growth and profitability of the Company.

The below tables show select financial measures by reporting segment (in millions):


	Total Assets				Total Assets
	June 30, 2018		December 31, 2017		June 29, 2019		December 31, 2018
CHCA	$	3,673.0	$	3,786.8
CHCI	4,799.4		5,029.0
CSCA					$	4,041.9	$	3,571.7
CSCI					4,593.5		4,613.0
RX	2,753.2		2,813.0		2,793.3		2,798.7
Total	$	11,225.6	$	11,628.8	$	11,428.7	$	10,983.4

~~Perrigo Company plc~~ ~~- Item 4~~

~~Controls and Procedures~~

ITEM 4. CONTROLS AND PROCEDURES

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) or 15d-15(e) of the Exchange Act) as of June ~~30, 2018.~~29, 2019. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures ~~were not~~are effective ~~as of June 30, 2018 because of the~~in ensuring that all material ~~weakness~~information relating to us and our consolidated subsidiaries required to be included in our ~~internal control over financial reporting described below.~~

~~All systems of internal control, no matter how well designed, have inherent limitations. Therefore, even~~

periodic SEC filings would be made known to them by others within those ~~systems deemed to be effective can provide only reasonable assurance with respect to financial statement~~

~~preparation and presentation. A material weakness is a deficiency, or combination of deficiencies,~~entities in ~~internal control~~

~~over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s~~

~~annual or interim consolidated financial statements will not be prevented or detected on~~ a timely ~~basis.~~manner and that no changes are required at this time.

Perrigo Company plc - Item 4

Controls and Procedures

Evaluation of the Effectiveness of Internal Control over Financial Reporting

Our management assessed the effectiveness of our internal control over financial reporting as of June ~~30, 2018.~~29, 2019. 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 related Technology, 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 ~~ineffective~~effective as of June ~~30, 2018.~~29, 2019. The results of management’s assessment have been reviewed with our Audit Committee.

~~Income Taxes~~

The material weakness over the income tax process that was identified during our fiscal year ended December 31, 2017 was not remediated during the three months ended June 30, 2018, 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.

~~Remediation Plan~~

We are committed to remediating the control deficiencies that gave rise to the material weakness described above. Management is responsible for implementing changes 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.

~~Some of the key remediation actions taken include:~~

~~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~~

~~Perrigo Company plc~~ ~~- Item 4~~

~~Controls and Procedures~~

~~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.

Changes in Internal Control over Financial Reporting

~~Other than as described above under "Remediation Plan," there~~There have been no changes in our internal control over financial reporting during the three months ended June ~~30, 2018~~29, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Part I, Item 1. Note 1315 of the Notes to the Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

Our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 includes a detailed discussion of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in the Form 10-K, other than as described below.

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

Over the last several years, we have experienced a number of changes in our executive leadership. Most recently, on March 20, 2019, we announced the appointment of Raymond P. Silcock as Chief Financial Officer and principal accounting officer. Mr. Silcock’s appointment followed the resignation of Ronald L. Winowiecki, who had held those roles since his appointment in February 2017. 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.

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 audits and adjustment-related disputes, including litigation, with the IRS. These include litigation regarding our 2009, 2010, 2011, 2012, and 2013 tax years, as well as proposed audit adjustments related to litigation costs related to Athena Neurosciences, Inc. (“Athena”), a subsidiary of Elan acquired in 1996, for the 2011, 2012 and 2013 tax years.

In addition, on October 31, 2018, we received an audit finding letter from Irish Revenue for the years under audit 2012-2013. The audit finding letter relates to the tax treatment of the 2013 sale of the Tysabri^® intellectual

Perrigo Company plc - Item 1A

Risk Factors

property and other assets related to Tysabri^® to Biogen Idec from 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 Assessment ("NoA") on November 29, 2018, which assesses an Irish corporation tax liability against Elan Pharma in the amount of €1,636.0 million, not including interest or any applicable penalties. We disagree with this assessment and believe that the NoA is without merit and incorrect as a matter of law. We filed an appeal of the NoA on December 27, 2018 and will pursue all available administrative and judicial avenues as may be necessary or appropriate. As part of this strategy to pursue all available administrative and judicial avenues, Elan Pharma was, on February 25, 2019, granted leave by the Irish High Court to seek judicial review of the issuance of the NoA. The judicial review filing is based on our belief that Elan Pharma's legitimate expectations as a taxpayer have been breached, not on the merits of the NoA itself. The High Court has scheduled a hearing in this judicial review proceeding in April 2020, and we would expect a decision in this matter in the second half of 2020. If Perrigo is ultimately successful in the judicial review proceedings, the NoA will be invalidated and Irish Revenue will not be able to re-issue the NoA. The proceedings before the Tax Appeals Commission have been stayed until a decision on the judicial review application has been made, which could take up to, or more than, a year. No payment of any amount related to this assessment is required to be made, if at all, until all applicable proceedings have been completed, which could take a number of years. However, while we believe our position to be correct, there can be no assurance of an ultimate favorable outcome, and if the matter is ultimately resolved unfavorably it would have a material adverse impact on us, including on liquidity and capital resources.

On April 26, 2019, we received a revised Notice of Proposed Adjustment (“NOPA”) from the IRS regarding transfer pricing positions related to the IRS audit of Athena for the years ended December 31, 2011, 2012 and 2013. The NOPA carries forward the theory from a 2017 draft NOPA that when Elan took over the future funding of Athena’s in-process R&D in 1996, after it acquired Athena in 1996, it 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 potentially material interest. We strongly disagree with the IRS income position and will pursue all available administrative and judicial remedies, including potentially those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. No payment of the additional amounts is required until the matter is resolved administratively, judicially, or through treaty negotiation. While we believe our position to be correct, there can be no assurance of an ultimate favorable outcome, and if the matter is resolved unfavorably it could have a material adverse impact on our liquidity and capital resources.

In addition, going forward, uncertainty regarding the future outcome of tax disputes such as the NoA or NOPA may have an adverse impact on our financial condition and strategy, including our plan to separate our RX business from the Company is contingent upon a number of conditions, is subject to change in form or timing, may not achieve the intended benefits, and could adversely affect our business and financial condition.business.

~~On August 9, 2018,~~At this time, we announced a plan to separate our RX business from our other operations. The separation may take one of several forms and would be subject to a number of conditions, which could include effectiveness of registration statements or other filing requirements with the U.S. Securities and Exchange Commission, possible legal opinions regarding the tax treatment of the separation, and Board approval. We currently expect the separation to be completed during the second half of 2019, however there can be no assurances as to the form or timing of a separation or if a separation will be consummated.

The proposed separation, regardless of form, would be a complex endeavor and could be affected by unanticipated developments and other factors, such as the impact of the U.S. Tax Cuts and Jobs Act, other tax reform and related existing regulations or future regulations (which may be retroactive), existing interdependencies with our manufacturing and shared-service operations,cannot predict the outcome of ~~the liability, if~~ any ~~associated with our price-fixing claims, results~~audit or related litigation. Unfavorable developments in or resolutions of ~~other strategic initiatives, and changes in market conditions, any of which~~matters such as those discussed above could, ~~change, delay~~individually or prevent the achievement of our strategic and financial objectives for the Company or our RX business. In addition, the separation of the RX business could impact our ability to retain key employees, comply with existing debt arrangements, maintain our credit ratings or raise future capital.

~~Perrigo Company plc~~ ~~- Item 1A~~

~~Risk Factors~~

Even if the separation is completed, we may not achieve anticipated operational, financial, strategic and other benefits of the separation. After the separation, the combined value and financial performance of the Company and RX business may not equal the value and financial performance of the Company had the separation not occurred.

We will also incur significant costs in connection with the proposed separation, which we cannot quantify until the form of separation is determined. In addition, completion of the separation will require a significant amount of management time and effort, which may disrupt our business or otherwise divert management’s attention from other aspects of our business, including our other strategic initiatives, possible organic or inorganic growth opportunities, and customer and vendor relationships. Any of the foregoing could adversely affect our business, results of operations, liquidity, and financial condition.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~Share repurchase activity during the three months ended June 30, 2018 was as follows:~~

Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans
Value of Shares Available for Purchase⁽¹⁾
April 1 - April 30, 2018 1,114,615
$ 82.43
1,114,615

May 1 - May 31, 2018 860,500
$ 75.51
860,500

June 1 - June 30, 2018 —
$ —
—
$ 1.04 billion
Total 1,975,115
$ 1.04 billion

⁽¹⁾ ~~The remaining $1.04 billion~~ in the ~~table represents the amount available to be repurchased under~~aggregate, have a material impact on our ~~share repurchase program as of June 30, 2018. Refer to~~ ~~Part II, Item 1. Note 10~~ ~~of the Notes to the~~ Condensed Consolidated Financial Statements in future periods (refer to Item 1, Note 14for ~~additional~~further information ~~on our share repurchase program.~~related to uncertain tax positions and ongoing tax audits and Item 1. Note 15 for further information related to legal proceedings).

Perrigo Company plc - Item 6

Exhibits

ITEM 6. EXHIBITS



Exhibit Number		Description

3.1		Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 19, 2013).

3.2		Memorandum and Articles of Association of Perrigo Company plc, as amended and restated (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2017).

10.1		~~Employment Agreement, dated as of May 7, 2018, by and between~~ Perrigo ~~Management~~ Company ~~and Uwe Roehrhoff~~plc 2019 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q~~8-K, filed on ~~May 8, 2018)~~April 30, 2019).

10.2		~~Amendment~~Waiver and Release Agreement ~~dated as of June 11, 2018 to the Stock Escrow Agreement, dated March 30, 2015,~~ by and ~~among Alychlo NV,~~between Perrigo Company plc ~~Perrigo Ireland 2 Limited, Computershare Inc.,~~ and ~~Computershare Trust Company, N.A. (filed herewith)~~Ronald Winowiecki effective as of April 17, 2019 (incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019).

10.3		~~Amendment Six to the~~Stock Purchase Agreement and Agreement and Plan of Merger by and among Perrigo Oral Health Care Holdings, Inc., Perrigo Ireland 6 DAC, Big Mouth Merger Sub, LLC, Ranir Global Holdings, LLC, Camden Partners III SPV, L.P., RGH SELLER REP, LLC and Perrigo Company ~~Nonqualified Deferred Compensation Plan, dated~~plc, effective as of May 8, 2019 (filed herewith).

10.4		Supplemental Waiver and Release Agreement by and between Perrigo Company plc and Ronald Winowiecki effective as of July ~~23, 2018~~1, 2019 (filed herewith).

31.1		Rule 13a-14(a) Certification by ~~Uwe F. Roehrhoff,~~Murray S. Kessler, Chief Executive Officer (filed herewith).

31.2		Rule 13a-14(a) Certification by ~~Ronald L. Winowiecki,~~Raymond P. Silcock, Chief Financial Officer (filed herewith).

32		Certification Pursuant to 18 United States Code 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (furnished herewith).

~~101.INS~~101. INS		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.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		PERRIGO COMPANY PLC
		(Registrant)

Date:	August ~~9, 2018~~8, 2019	/s/ ~~Uwe F.~~ ~~Roehrhoff~~ Murray S. Kessler
		~~Uwe F. Roehrhoff~~Murray S. Kessler
		Chief Executive Officer and President
		(Principal Executive Officer)

Date:	August ~~9, 2018~~8, 2019	/s/ ~~Ronald L. Winowiecki~~Raymond P. Silcock
		~~Ronald L. Winowiecki~~Raymond P. Silcock
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

5255



Ireland		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland~~		-
~~(Address of principal executive offices)~~		~~(Zip Code)~~



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares	PRGO	New York Stock Exchange



Large accelerated filer	~~[X]~~☒	Accelerated filer	~~[ ]~~☐	Non-accelerated filer	~~[ ]~~☐	~~(Do not check if smaller reporting company)~~
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.							~~[ ]~~☐


		PAGE NUMBER		PAGE NUMBER
Cautionary Note Regarding Forward-Looking Statements	Cautionary Note Regarding Forward-Looking Statements	1	Cautionary Note Regarding Forward-Looking Statements	1

PART I. FINANCIAL INFORMATION	PART I. FINANCIAL INFORMATION		PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	Item 1. Financial Statements (Unaudited)		Item 1. Financial Statements (Unaudited)

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and July 1, 2017		2
Condensed Consolidated Statements of Operations			Condensed Consolidated Statements of Operations	2

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2018 and July 1, 2017		3
Condensed Consolidated Statements of Comprehensive Income			Condensed Consolidated Statements of Comprehensive Income	3

Condensed Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017		4
Condensed Consolidated Balance Sheets			Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and July 1, 2017		5
Condensed Consolidated Statements of Shareholders' Equity			Condensed Consolidated Statements of Shareholders' Equity	5

Condensed Consolidated Statements of Cash Flows			Condensed Consolidated Statements of Cash Flows	6

Notes to the Condensed Consolidated Financial Statements	Notes to the Condensed Consolidated Financial Statements		Notes to the Condensed Consolidated Financial Statements

1	Summary of Significant Accounting Policies	6	Summary of Significant Accounting Policies	7

2	Revenue Recognition	7	Revenue Recognition	9

3	Acquisitions and Divestitures	11	Acquisitions	10

4	Goodwill and Other Intangible Assets	12	Goodwill and Intangible Assets	10

5	Inventories	13	Inventories	11

6	Fair Value Measurements	14	Fair Value Measurements	11

7	Investments	17	Investments	14

8	Derivative Instruments and Hedging Activities	17	Assets Held For Sale	15

9	Indebtedness	19	Derivative Instruments and Hedging Activities	15

10	Earnings per Share and Shareholders' Equity	21	Leases	20

11	Accumulated Other Comprehensive Income (Loss)	22	Indebtedness	23

12	Income Taxes	22	Earnings per Share and Shareholders' Equity	24

13	Contingencies	24	Accumulated Other Comprehensive Income (Loss)	25

14	Restructuring Charges	30	Income Taxes	25

15	Segment Information	31	Contingencies	27

16	Subsequent Events	32	Restructuring Charges	35

17			Segment Information	36

18			Subsequent Events	36

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3. Quantitative and Qualitative Disclosures About Market Risk	Item 3. Quantitative and Qualitative Disclosures About Market Risk	47	Item 3. Quantitative and Qualitative Disclosures About Market Risk	51

Item 4. Controls and Procedures	Item 4. Controls and Procedures	48	Item 4. Controls and Procedures	51

PART II. OTHER INFORMATION	PART II. OTHER INFORMATION		PART II. OTHER INFORMATION

Item 1. Legal Proceedings	Item 1. Legal Proceedings	49	Item 1. Legal Proceedings	52

Item 1A. Risk Factors	Item 1A. Risk Factors	49	Item 1A. Risk Factors	52

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		50

Item 6. Exhibits	Item 6. Exhibits	51	Item 6. Exhibits	54

SIGNATURES	SIGNATURES	52	SIGNATURES	55



	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Net sales	$	1,149.0		$	1,186.4		$	2,323.5		$	2,403.4
Cost of sales	718.2			715.4			1,443.9			1,439.7
Gross profit	430.8			471.0			879.6			963.7

Operating expenses
Distribution	23.7			23.8			47.1			48.5
Research and development	43.9			91.9			84.0			130.3
Selling	140.1			155.2			288.7			316.5
Administration	127.2			96.8			252.3			204.5
Impairment charges	27.8			1.7			31.9			1.7
Restructuring	12.2			3.7			21.5			5.2
Other operating expense (income)	0.9			3.2			(3.2		)	6.1
Total operating expenses	375.8			376.3			722.3			712.8

Operating income	55.0			94.7			157.3			250.9

Change in financial assets	(5.5		)	(0.6		)	(15.9		)	9.0
Interest expense, net	31.2			32.1			59.8			63.5
Other (income) expense, net	2.3			7.9			5.5			12.1
Loss on extinguishment of debt	—			—			—			0.5
Income before income taxes	27.0			55.3			107.9			165.8
Income tax expense	18.0			19.1			35.0			48.8
Net income	$	9.0		$	36.2		$	72.9		$	117.0

Earnings per share
Basic	$	0.07		$	0.26		$	0.54		$	0.84
Diluted	$	0.07		$	0.26		$	0.54		$	0.84

Weighted-average shares outstanding
Basic	136.0			138.1			136.0			139.5
Diluted	136.5			138.7			136.3			140.0



~~[X]~~☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



~~[ ]~~☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Ordinary Shares Issued					Accumulated Other Comprehensive Income			Retained Earnings (Accumulated Deficit)			Total
	Shares		Amount			Accumulated Other Comprehensive Income			Retained Earnings (Accumulated Deficit)			Total
Balance at December 31, 2017	140.8		$	7,892.9		$	253.1		$	(1,975.5	)	$	6,170.5
Adoption of new accounting standards	—		—			(1.0		)	6.3			5.3
Net income	—		—			—			80.8			80.8
Other comprehensive income	—		—			72.2			—			72.2
Stock options exercised	—		0.2			—			—			0.2
Restricted stock plan	0.2		—			—			—			—
Compensation for stock options	—		2.7			—			—			2.7
Compensation for restricted stock	—		10.0			—			—			10.0
Cash dividends, $0.19 per share	—		(26.7		)	—			—			(26.7		)
Shares withheld for payment of employees' withholding tax liability	—		(1.5		)	—			—			(1.5		)
Repurchases of ordinary shares	(1.3	)	(108.1		)	—			—			(108.1		)
Balance at March 31, 2018	139.7		$	7,769.5		$	324.3		$	(1,888.4	)	$	6,205.4

Net income	—		—			—			36.2			36.2
Other comprehensive income	—		—			(169.3		)	—			(169.3		)
Stock options exercised	—		0.1			—			—			0.1
Restricted stock plan	0.1		—			—			—			—
Compensation for stock options	—		2.7			—			—			2.7
Compensation for restricted stock	—		6.9			—			—			6.9
Cash dividends, $0.19 per share	—		(26.1		)	—			—			(26.1		)
Shares withheld for payment of employees' withholding tax liability	(0.1	)	(1.9		)	—			—			(1.9		)
Repurchases of ordinary shares	(2.0	)	(156.9		)	—			—			(156.9		)
Balance at June 30, 2018	137.7		$	7,594.3		$	155.0		$	(1,852.2	)	$	5,897.1


•	Consumer Self-Care Americas ("CSCA"), formerly Consumer Healthcare Americas, comprises our consumer self-care business (OTC, contract manufacturing, infant formula and animal health categories) in the U.S., Mexico and Canada.


•	Consumer Self-Care International ("CSCI"),formerly Consumer Healthcare International, comprises our branded consumer self-care business primarily in Europe, our consumer-focused business in the United Kingdom and Australia, and our liquid licensed products business in the United Kingdom.


•	Prescription Pharmaceuticals ("RX") comprises our Prescription Pharmaceuticals business in the U.S. and our diagnostic business in Israel, which was previously in our CSCI segment.



Recently Issued Accounting Standards Not Yet Adopted
Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
ASU ~~2016-02 Leases~~2018-15: Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This guidance ~~was issued~~requires a customer in a cloud computing arrangement that is a service contract to ~~increase transparency and comparability among organizations by requiring recognition of lease~~follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as 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. The guidance is required to be adopted using the modified retrospective approach. Early adoption is permitted.expense as incurred.	January 1, ~~2019~~2020	We have completed our initial scoping reviews and assessment phase to identify our leasing processes and go-forward policy that will be impacted by the new standard. We are continuing the design phase of our new lease integration tool and expect our financial statement disclosures will be expanded to present additional details of our leasing arrangements. At this time, we are unable to reasonably estimate the expected increase in assets and liabilities on our Consolidated Balance Sheets or the impacts to our Consolidated Financial Statements upon adoption. Wecurrently plan to adopt the ~~amended guidance~~standard prospectively on the effective ~~date, and we expect~~date. Upon adoption, no impact is currently expected, however, future hosting arrangements treated as service contracts will need to be evaluated for capitalizable costs during implementation. The Consolidated Financial Statement impact will align with the ~~right~~presentation of ~~use asset and corresponding liability~~the underlying hosting contracts, which will be ~~material and require certain changes to our systems and processes.~~included within Operating expenses.
ASU ~~2018-02 Income Statement - Reporting Comprehensive Income~~2018-13: Fair Value Measurement (Topic ~~220)~~820): ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement	This guidance ~~permits tax effects stranded in accumulated other comprehensive income as a result of tax reform~~amends ASC 820 to ~~be reclassified to retained earnings. This reclassification is optional~~add, remove, and ~~will require additional~~modify certain disclosure ~~regarding whether reclassification is elected or not.~~requirements for fair value measurements.	January 1, ~~2019~~ 2020	We ~~are~~ currently ~~evaluating~~plan to adopt the ~~implications~~standard on the effective date. Upon adoption, we will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurement. We will no longer be required to disclose the amount of ~~adoption on our Consolidated Financial Statements.~~and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy.
ASU ~~2016-13~~2016-13: Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2018-19: Codification Improvements for Topic 326: Measurement of Credit Losses on Financial Instruments ASU 2019-05: Financial Instruments-Credit Losses: Targeted Transition Relief	This 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, 2020	We are in the process of completing our evaluation. Upon adoption, we are not expecting a material impact on the financial statements.
ASU 2018-18: Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606	This guidance amends ASC 808 to clarify that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. The proposed guidance would be applied retrospectively to the date of initial adoption of Topic 606.	January 1, 2020	We are in the process of completing our evaluation. Upon adoption, we are not expecting a material impact on the financial statements.
ASU 2018-14: Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans	This guidance amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other post-retirement plans.	December 31, 2020	We are currently evaluating the implications of adoption on our Consolidated Financial Statements.
~~ASU 2017-04 Intangibles - Goodwill and Other Simplifying the Test for Goodwill~~	The 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~~	Upon adoption, this guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment. After adoption, a Step 1 failure will result in an immediate impairment charge based on the carrying value of the reporting unit. We plan to adopt the standard prospectively on the effective date.


⁽²⁾	Consists primarily of branded OTC, diabetic care, 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, ~~diagnostic 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.



	Balance Sheet Location	June 29, 2019		December 31, 2018
Short-term contract assets	Prepaid expenses and other current assets	$	16.6	$	25.5


	June 30, 2018		December 31, 2017		June 29, 2019		December 31, 2018
Assets
Cash and cash equivalents	$	526.5	$	678.7	$	1,055.7	$	551.1
Accounts receivable, net of allowance for doubtful accounts of $6.5 and $6.2, respectively	1,129.8		1,130.8
Accounts receivable, net of allowance for doubtful accounts of $6.3 and $6.4, respectively					1,117.1		1,073.1
Inventories	883.8		806.9		940.5		878.0
Prepaid expenses and other current assets	238.4		203.2		322.1		400.0
Total current assets	2,778.5		2,819.6		3,435.4		2,902.2
Property, plant and equipment, net	811.9		833.1		824.3		829.1
Goodwill and other indefinite-lived intangible assets	4,227.1		4,265.7
Other intangible assets, net	3,066.0		3,290.5
Non-current deferred income taxes	1.0		10.4
Operating lease assets					135.4		—
Goodwill and indefinite-lived intangible assets					3,967.8		4,029.1
Definite-lived intangible assets, net					2,675.2		2,858.9
Deferred income taxes					6.8		1.2
Other non-current assets	341.1		409.5		383.8		362.9
Total non-current assets	8,447.1		8,809.2		7,993.3		8,081.2
Total assets	$	11,225.6	$	11,628.8	$	11,428.7	$	10,983.4
Liabilities and Shareholders’ Equity
Accounts payable	$	533.4	$	450.2	$	513.7	$	474.9
Payroll and related taxes	103.9		148.8		126.3		132.1
Accrued customer programs	451.9		419.7		385.2		442.4
Accrued liabilities	192.8		230.8		262.7		201.3
Accrued income taxes	57.9		116.1		104.1		96.5
Current indebtedness	197.7		70.4		398.8		190.2
Total current liabilities	1,537.6		1,436.0		1,790.8		1,537.4
Long-term debt, less current portion	3,085.3		3,270.8		3,084.4		3,052.2
Non-current deferred income taxes	290.8		321.9
Deferred income taxes					280.2		282.3
Other non-current liabilities	414.6		429.5		546.9		443.4
Total non-current liabilities	3,790.7		4,022.2		3,911.5		3,777.9
Total liabilities	5,328.3		5,458.2		5,702.3		5,315.3
Commitments and contingencies - Refer to Note 13
Commitments and contingencies - Refer to Note 15
Shareholders’ equity
Controlling interest:
Controlling interests:
Preferred shares, $0.0001 par value per share, 10 shares authorized	—		—		—		—



	Three Months Ended		Six Months Ended
	June 30, 2018		June 30, 2018
CHCA
Cough/Cold/Allergy/Sinus⁽¹⁾	$	109.3	$	250.8
Infant Nutritionals	109.2		212.6
Gastrointestinal⁽¹⁾	103.0		195.2
Analgesics⁽¹⁾	92.2		185.9
Smoking Cessation	71.2		137.1
Animal Health	31.9		58.2
Vitamins, Minerals and Dietary Supplements⁽¹⁾	4.3		7.3
Other CHCA^(1),(2)	75.7		151.3
Total CHCA	596.8		1,198.4
CHCI
Lifestyle	86.1		175.8
Cough, Cold, and Allergy	84.7		183.4
Personal Care and Derma-Therapeutics	79.7		155.3
Anti-Parasite	30.4		58.5
Natural Health and Vitamins, Minerals and Dietary Supplements	27.9		61.1
Other CHCI⁽³⁾	72.2		148.3
Total CHCI	381.0		782.4
Total RX	208.6		422.6
Total net sales	$	1,186.4	$	2,403.4



	Three Months Ended				Six Months Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
CSCA⁽¹⁾
Cough/cold/allergy/sinus	$	120.9	$	109.3	$	253.5	$	250.8
Gastrointestinal	106.2		103.0		206.5		195.2
Infant nutritionals	85.5		109.2		181.5		212.6
Analgesics	88.2		92.2		177.0		185.9
Smoking cessation	77.0		71.2		143.8		137.1
Animal health	22.4		31.9		42.0		58.2
Vitamins, minerals and dietary supplements	3.9		4.3		7.3		7.3
Other CSCA⁽²⁾	78.0		75.8		152.3		151.4
Total CSCA	582.1		596.9		1,163.9		1,198.5
CSCI
Cough/cold/allergy/sinus	74.1		84.7		169.8		183.4
Lifestyle	81.2		86.1		162.7		175.8
Personal care and derma-therapeutics	69.2		79.7		135.2		155.3
Natural health and vitamins, minerals and dietary supplements	25.6		27.9		55.4		61.1
Anti-parasites	26.0		30.4		52.7		58.5
Other CSCI⁽³⁾	51.4		49.1		102.5		101.6
Total CSCI	327.5		357.9		678.3		735.7
Total RX	239.4		231.6		481.3		469.2
Total net sales	$	1,149.0	$	1,186.4	$	2,323.5	$	2,403.4



	December 31, 2018		Transfer to assets held-for-sale			Currency Translation Adjustments			June 29, 2019
CSCA⁽¹⁾	$	1,713.7	$	(42.2	)	$	2.1		$	1,673.6
CSCI⁽²⁾	1,151.3		—			(9.2		)	1,142.1
RX	1,114.8		—			4.8			1,119.6
Total goodwill	$	3,979.8	$	(42.2	)	$	(2.3	)	$	3,935.3



	Balance Sheet Location	January 1, 2018		June 30, 2018
Short-term contract assets	Prepaid expenses and other current assets	$	20.5	$	19.2



	Three Months Ended							Six Months Ended
	June 30, 2018							June 30, 2018
(in millions, except per share amounts)	As reported		Adjustments			Before adoption of ASC 606		As reported		Adjustments			Before adoption of ASC 606
Net sales	$	1,186.4	$	6.9		$	1,193.3	$	2,403.4	$	1.3		$	2,404.7
Cost of sales	715.4		4.2			719.6		1,439.7		1.1			1,440.8
Gross profit	471.0		2.7			473.7		963.7		0.2			963.9

Operating income	94.7		2.7			97.4		250.9		0.2			251.1

Income tax expense (benefit)	19.1		(0.1		)	19.0		48.8		(0.1		)	48.7
Net income	$	36.2	$	2.8		$	39.0	$	117.0	$	0.3		$	117.3

Earnings per share
Basic	$	0.26	$	0.02		$	0.28	$	0.84	$	—		$	0.84
Diluted	$	0.26	$	0.02		$	0.28	$	0.84	$	—		$	0.84



	June 30, 2018
(in millions)	As reported			Adjustments			Before adoption of ASC 606
Assets
Inventories	$	883.8		$	13.7		$	897.5
Prepaid expenses and other current assets	238.4			(19.2		)	219.2
Total current assets	2,778.5			(5.5		)	2,773.0
Total assets	$	11,225.6		$	(5.5	)	$	11,220.1
Liabilities and Shareholders’ Equity
Other non-current liabilities	$	414.6		$	(0.4	)	$	414.2
Total non-current liabilities	3,790.7			(0.4		)	3,790.3
Total liabilities	5,328.3			(0.4		)	5,327.9
Shareholders’ equity
Controlling interest:
Accumulated deficit	(1,852.2		)	(5.1		)	(1,857.3		)
Total controlling interest	5,897.1			(5.1		)	5,892.0
Total shareholders’ equity	5,897.3			(5.1		)	5,892.2
Total liabilities and shareholders' equity	$	11,225.6		$	(5.5	)	$	11,220.1


(1)	We had accumulated impairments of $24.5 million and $161.2 million as of June 30, 2018 and June 29, 2019, respectively.


(2)	We had accumulated impairments of $868.4 million as of June 30, 2018 and June 29, 2019.



	June 29, 2019				December 31, 2018
	Gross		Accumulated Amortization		Gross		Accumulated Amortization
Indefinite-lived intangibles:
Trademarks, trade names, and brands	$	18.0	$	—	$	18.1	$	—
In-process research and development	14.5		—		31.2		—
Total indefinite-lived intangibles	$	32.5	$	—	$	49.3	$	—
Definite-lived intangibles:
Distribution and license agreements and supply agreements	$	173.7	$	105.2	$	178.6	$	99.0
Developed product technology, formulations, and product rights	1,321.0		706.1		1,318.8		654.6
Customer relationships and distribution networks	1,558.5		613.9		1,586.6		566.5
Trademarks, trade names, and brands	1,266.0		219.5		1,282.4		188.5
Non-compete agreements	8.3		7.6		12.9		11.8
Total definite-lived intangibles	$	4,327.5	$	1,652.3	$	4,379.3	$	1,520.4
Total intangible assets	$	4,360.0	$	1,652.3	$	4,428.6	$	1,520.4



	June 30, 2018				December 31, 2017
	Gross		Accumulated Amortization		Gross		Accumulated Amortization
Definite-lived intangibles:
Distribution and license agreements and supply agreements	$	310.0	$	188.3	$	311.2	$	169.8
Developed product technology, formulations, and product rights	1,349.8		647.0		1,358.4		598.7
Customer relationships and distribution networks	1,608.7		513.2		1,642.0		460.6
Trademarks, trade names, and brands	1,304.3		159.8		1,335.4		129.5
Non-compete agreements	14.5		13.0		14.7		12.6
Total definite-lived intangibles	$	4,587.3	$	1,521.3	$	4,661.7	$	1,371.2
Indefinite-lived intangibles:
Trademarks, trade names, and brands	$	51.7	$	—	$	52.1	$	—
In-process research and development	37.9		—		38.2		—
Total indefinite-lived intangibles	89.6		—		90.3		—
Total other intangible assets	$	4,676.9	$	1,521.3	$	4,752.0	$	1,371.2



	June 29, 2019		December 31, 2018
Finished goods	$	501.2	$	444.9
Work in process	192.8		197.5
Raw materials	246.5		235.6
Total inventories	$	940.5	$	878.0



	June 29, 2019						December 31, 2018
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Measured at fair value on a recurring basis:
Assets:
Investment securities	$	2.8	$	—	$	—	$	9.4	$	—	$	—
Foreign currency forward contracts	—		4.0		—		—		3.8		—
Funds associated with Israeli severance liability	—		14.0		—		—		13.0		—
Royalty Pharma contingent milestone payments	—		—		89.1		—		—		323.2
Total assets	$	2.8	$	18.0	$	89.1	$	9.4	$	16.8	$	323.2

Liabilities:
Foreign currency forward contracts	$	—	$	3.6	$	—	$	—	$	9.2	$	—
Contingent consideration	—		—		12.1		—		—		15.3
Total liabilities	$	—	$	3.6	$	12.1	$	—	$	9.2	$	15.3

Measured at fair value on a non-recurring basis:
Assets:
Goodwill⁽¹⁾	$	—	$	—	$	—	$	—	$	—	$	42.2
Indefinite-lived intangible assets⁽²⁾	—		—		—		—		—		10.5
Definite-lived intangible assets⁽³⁾	—		—		—		—		—		22.4
Total assets	$	—	$	—	$	—	$	—	$	—	$	75.1


(1)	As of December 31, 2018, goodwill with a carrying amount of $178.9 million was written down to a fair value of $42.2 million.


(2)	As of December 31, 2018, indefinite-lived intangible assets with a carrying amount of $46.9 million were written down to a fair value of $10.5 million.


(3)	As of December 31, 2018, definite-lived intangible assets with a carrying amount of $72.0 million were written down to a fair value of $22.4 million.


Measurement Category	Balance Sheet Location	June 30, 2018		December 31, 2017⁽²⁾		Balance Sheet Location	June 29, 2019		December 31, 2018
Fair value method	Prepaid expenses and other current assets	$	8.1	$	17.0	Prepaid expenses and other current assets	$	2.8	$	9.4
Fair value method⁽¹⁾	Other non-current assets	$	4.6	$	6.3	Other non-current assets	$	2.8	$	4.4
Equity method	Other non-current assets	$	13.1	$	4.9	Other non-current assets	$	16.8	$	15.1


(1)	Measured at fair value using the Net Asset Value practical expedient.



	June 29, 2019
Assets held for sale
Current assets	$	29.3
Property, plant and equipment, net	10.8
Goodwill and indefinite-lived intangible assets	42.2
Definite-lived intangible assets, net	36.4
Other assets	25.7
Total assets held for sale	$	144.4
Liabilities held for sale
Current liabilities	$	11.3
Other liabilities	38.3
Total liabilities held for sale	$	49.6



	Notional Amount
	June 29, 2019		December 31, 2018
Israeli Shekel (ILS)	$	340.6	$	232.6
British Pound (GBP)	111.0		90.2
European Euro (EUR)	108.0		134.2
Swedish (SEK)	42.2		38.7
Danish Krone (DKK)	58.2		56.5
United States Dollar (USD)	46.2		39.3
Canadian Dollar (CAD)	41.9		31.7
Polish Zloty (PLZ)	33.5		18.2
Chinese Yuan (CNY)	20.0		—
Norwegian Krone (NOK)	6.8		6.2
Romanian New Leu (RON)	5.9		4.4
Mexican Peso (MPX)	4.2		25.9
Other	12.6		8.7
Total	$	831.1	$	686.6



	Asset Derivatives
	Balance Sheet Location	Fair Value
		June 30, 2018		December 31, 2017
Designated derivatives:
Foreign currency forward contracts	Prepaid expenses and other current assets	$	2.1	$	4.1
Non-designated derivatives:
Foreign currency forward contracts	Prepaid expenses and other current assets	$	0.6	$	2.2



	Liability Derivatives
	Balance Sheet Location	Fair Value
		June 30, 2018		December 31, 2017
Designated derivatives:
Foreign currency forward contracts	Accrued liabilities	$	5.0	$	1.4
Non-designated derivatives:
Foreign currency forward contracts	Accrued liabilities	$	4.1	$	2.4


	Amount of Gain/(Loss) Recorded in OCI (Effective Portion)											Asset Derivatives
	Three Months Ended					Six Months Ended						Fair Value
Designated Cash Flow Hedges	June 30, 2018			July 1, 2017		June 30, 2018			July 1, 2017
											Balance Sheet Location	June 29, 2019		December 31, 2018
Designated derivatives:
Foreign currency forward contracts	$	(4.3	)	$	2.7	$	(4.3	)	$	5.2	Prepaid expenses and other current assets	$	1.0	$	2.0
Non-designated derivatives:
Foreign currency forward contracts											Prepaid expenses and other current assets	$	3.0	$	1.8


		Amount of Gain/(Loss) Reclassified from AOCI into Earnings (Effective Portion)												Three Months Ended
		Three Months Ended						Six Months Ended						June 29, 2019
Designated Cash Flow Hedges	Income Statement Location	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Instrument														Amount of Gain/(Loss) Recorded in OCI		Classification of Gain/(Loss) Reclassified from AOCI into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings			Classification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness Testing	Amount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Interest rate swap agreements	Interest expense, net	$	(0.4	)	$	(0.6	)	$	(0.9	)	$	(1.3	)			Interest expense, net	$	(0.4	)	Interest expense, net	$	—
	Other expense, net	—			(5.9		)	—			(5.9		)
Foreign currency forward contracts	Net sales	—			0.6			—			0.9			$	1.1	Net sales	0.1			Net sales	0.1
	Cost of sales	1.6			0.9			3.9			1.6					Cost of sales	(0.2		)	Cost of sales	(1.1		)
	Interest expense, net	(1.1		)	(0.5		)	(2.0		)	(1.1		)				$	(0.5	)		$	(1.0	)
	Other expense, net	(0.1		)	—			(0.5		)	(0.5		)
Total		$	—		$	(5.5	)	$	0.5		$	(6.3	)