UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended: June ~~29, 2019~~27, 2020



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

For the transition period from to

Commission file number 001-36353

Perrigo Company plc

(Exact name of registrant as specified in its charter)



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

The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74

+353 1 7094000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.							☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of ~~August 2, 2019,~~July 31, 2020, there were ~~136,054,652~~136,479,503 ordinary shares outstanding.

PERRIGO COMPANY PLC

FORM 10-Q

INDEX


		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	Condensed Consolidated Statements of Operations	2	Condensed Consolidated Statements of Operations	2

Condensed Consolidated Statements of Comprehensive Income	Condensed Consolidated Statements of Comprehensive Income	3	Condensed Consolidated Statements of Comprehensive Income	3

Condensed Consolidated Balance Sheets	Condensed Consolidated Balance Sheets	4	Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Shareholders' Equity	Condensed Consolidated Statements of Shareholders' Equity	5	Condensed Consolidated Statements of Shareholders' Equity	5

Condensed Consolidated Statements of Cash Flows	Condensed Consolidated Statements of Cash Flows	6	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	7	Summary of Significant Accounting Policies	7

2	Revenue Recognition	9	Revenue Recognition	9

3	Acquisitions	10	Acquisitions and Divestitures	11

4	Goodwill and Intangible Assets	10	Goodwill and Intangible Assets	15

5	Inventories	11	Inventories	16

6	Fair Value Measurements	11	Fair Value Measurements	16

7	Investments	14	Investments	20

8	Assets Held For Sale	15	Derivative Instruments and Hedging Activities	20

9	Derivative Instruments and Hedging Activities	15	Leases	26

10	Leases	20	Indebtedness	28

11	Indebtedness	23	Earnings per Share and Shareholders' Equity	29

12	Earnings per Share and Shareholders' Equity	24	Accumulated Other Comprehensive Income (Loss)	30

13	Accumulated Other Comprehensive Income (Loss)	25	Income Taxes	30

14	Income Taxes	25	Contingencies	32

15	Contingencies	27	Restructuring Charges	43

16	Restructuring Charges	35	Segment Information	43

17	Segment Information	36	Subsequent Events	44

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	37	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 3. Quantitative and Qualitative Disclosures About Market Risk	Item 3. Quantitative and Qualitative Disclosures About Market Risk	51	Item 3. Quantitative and Qualitative Disclosures About Market Risk	64

Item 4. Controls and Procedures	Item 4. Controls and Procedures	51	Item 4. Controls and Procedures	65

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

Item 1. Legal Proceedings	Item 1. Legal Proceedings	52	Item 1. Legal Proceedings	65

Item 1A. Risk Factors	Item 1A. Risk Factors	52	Item 1A. Risk Factors	65

Item 6. Exhibits	Item 6. Exhibits	54	Item 6. Exhibits	67

SIGNATURES		55
Signatures			Signatures	68

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including: the effect of the novel coronavirus (COVID-19) pandemic and the associated economic downturn and supply chain impacts on the Company's business, the timing, amount and cost of any share repurchases; future impairment charges; ~~the success of management transition;~~ customer acceptance of new products; competition from other industry participants, some of whom have greater marketing resources or larger market shares in certain product categories than we do; pricing pressures from customers and consumers; resolution of uncertain tax positions, including the Company's appeal of the Notice of Assessment ("NoA") issued by the Irish Office of the Revenue Commissioners (“Irish Revenue”) and the ~~Notice~~Notices of Proposed Adjustment ("~~NOPA"~~NOPAs") issued by the U.S. Internal Revenue Service and the impact that an adverse result in any such ~~proceedings would~~proceeding could have on operating results, cash flows and liquidity; potential third-party claims and litigation, including litigation relating to ~~our restatement of previously-filed financial information~~alleged price-fixing in the generic pharmaceutical industry, alleged class action and individual securities law claims, and alleged product liability claims and litigation relating to uncertain tax positions, including the NoA and ~~the NOPA;~~NOPAs; potential impacts of ongoing or future government investigations and regulatory initiatives; potential costs and reputational impact of product recalls and sales halts; the impact of tax reform legislation and healthcare policy; general economic conditions; fluctuations in currency exchange rates and interest rates; the consummation of announced acquisitions or dispositions and the success of such transactions, and our ability to realize the desired benefits thereof; and our ability to execute and achieve the desired benefits of announced cost-reduction efforts, and strategic and other initiatives. An adverse result with respect to our appeal of any material outstanding tax assessments or litigation, could ultimately require the use of corporate assets to pay such assessments, damages from third-party claims, and related interest and/or penalties, and any such use of corporate assets would limit the assets available for other corporate purposes. Statements regarding the separation of the RX business, including the expected benefits, anticipated timing, form of any such separation and whether the separation ultimately occurs, are all subject to various risks and uncertainties, including future financial and operating results, our ability to separate the business, the effect of existing interdependencies with our manufacturing and shared service operations, and the tax consequences of the planned separation to us or our shareholders. Furthermore, we may incur additional tax liabilities in respect of 2016 and prior years or be found to have breached certain provisions of Irish company law in connection with our restatement of our previously-filed financial statements, which may result in additional expenses and penalties.These and other important factors, including those discussed in our form 10-K for the year-ended December 31, ~~2018,~~2019, this report under “Risk Factors” and in any subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this report are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

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

Perrigo Company plc - Item 1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

(unaudited)


	Three Months Ended						Six Months Ended					Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018		June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Net sales	$	1,149.0		$	1,186.4		$	2,323.5		$	2,403.4	$	1,219.1		$	1,149.0		$	2,560.1		$	2,323.5
Cost of sales	718.2			715.4			1,443.9			1,439.7		784.4			718.2			1,642.2			1,443.9
Gross profit	430.8			471.0			879.6			963.7		434.7			430.8			917.9			879.6

Operating expenses
Distribution	23.7			23.8			47.1			48.5		23.6			23.7			47.8			47.1
Research and development	43.9			91.9			84.0			130.3		47.1			43.9			89.0			84.0
Selling	140.1			155.2			288.7			316.5		127.6			140.1			275.3			288.7
Administration	127.2			96.8			252.3			204.5		118.8			127.2			241.4			252.3
Impairment charges	27.8			1.7			31.9			1.7		—			27.8			—			31.9
Restructuring	12.2			3.7			21.5			5.2		1.1			12.2			1.1			21.5
Other operating expense (income)	0.9			3.2			(3.2		)	6.1		(0.9		)	0.9			0.2			(3.2		)
Total operating expenses	375.8			376.3			722.3			712.8		317.3			375.8			654.8			722.3

Operating income	55.0			94.7			157.3			250.9		117.4			55.0			263.1			157.3

Change in financial assets	(5.5		)	(0.6		)	(15.9		)	9.0		(2.1		)	(5.5		)	(3.7		)	(15.9		)
Interest expense, net	31.2			32.1			59.8			63.5		33.4			31.2			63.6			59.8
Other (income) expense, net	2.3			7.9			5.5			12.1		14.3			2.3			16.7			5.5
Loss on extinguishment of debt	—			—			—			0.5
Income before income taxes	27.0			55.3			107.9			165.8		71.8			27.0			186.5			107.9
Income tax expense	18.0			19.1			35.0			48.8		11.2			18.0			19.5			35.0
Net income	$	9.0		$	36.2		$	72.9		$	117.0	$	60.6		$	9.0		$	167.0		$	72.9

Earnings per share
Basic	$	0.07		$	0.26		$	0.54		$	0.84	$	0.44		$	0.07		$	1.23		$	0.54
Diluted	$	0.07		$	0.26		$	0.54		$	0.84	$	0.44		$	0.07		$	1.22		$	0.54

Weighted-average shares outstanding
Basic	136.0			138.1			136.0			139.5		136.4			136.0			136.3			136.0
Diluted	136.5			138.7			136.3			140.0		137.5			136.5			137.3			136.3

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)


	Three Months Ended					Six Months Ended						Three Months Ended					Six Months Ended
	June 29, 2019		June 30, 2018			June 29, 2019			June 30, 2018			June 27, 2020			June 29, 2019		June 27, 2020			June 29, 2019
Net income	$	9.0	$	36.2		$	72.9		$	117.0		$	60.6		$	9.0	$	167.0		$	72.9
Other comprehensive income (loss):
Foreign currency translation adjustments	27.8		(165.6		)	11.0			(92.6		)	86.7			27.8		(5.5		)	11.0
Change in fair value of derivative financial instruments, net of tax	2.7		(3.5		)	4.4			(4.1		)	(0.7		)	2.7		(10.1		)	4.4
Change in post-retirement and pension liability, net of tax	—		(0.2		)	(0.5		)	(0.4		)	(1.2		)	—		(3.1		)	(0.5		)
Other comprehensive income (loss), net of tax	30.5		(169.3		)	14.9			(97.1		)	84.8			30.5		(18.7		)	14.9
Comprehensive income (loss)	$	39.5	$	(133.1	)	$	87.8		$	19.9
Comprehensive income												$	145.4		$	39.5	$	148.3		$	87.8

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

(unaudited)


	June 29, 2019			December 31, 2018			June 27, 2020			December 31, 2019
Assets
Cash and cash equivalents	$	1,055.7		$	551.1		$	1,456.3		$	354.3
Accounts receivable, net of allowance for doubtful accounts of $6.3 and $6.4, respectively	1,117.1			1,073.1
Accounts receivable, net of allowance for credit losses of $6.2 and $6.7, respectively							1,001.2			1,243.2
Inventories	940.5			878.0			1,034.7			967.3
Prepaid expenses and other current assets	322.1			400.0			311.3			165.8
Total current assets	3,435.4			2,902.2			3,803.5			2,730.6
Property, plant and equipment, net	824.3			829.1			892.3			902.8
Operating lease assets	135.4			—			136.7			129.9
Goodwill and indefinite-lived intangible assets	3,967.8			4,029.1			4,046.5			4,185.5
Definite-lived intangible assets, net	2,675.2			2,858.9			2,879.8			2,921.2
Deferred income taxes	6.8			1.2			7.2			5.4
Other non-current assets	383.8			362.9			362.3			426.0
Total non-current assets	7,993.3			8,081.2			8,324.8			8,570.8
Total assets	$	11,428.7		$	10,983.4		$	12,128.3		$	11,301.4
Liabilities and Shareholders’ Equity
Accounts payable	$	513.7		$	474.9		$	489.1		$	520.2
Payroll and related taxes	126.3			132.1			135.0			156.4
Accrued customer programs	385.2			442.4			364.5			394.4
Accrued liabilities	262.7			201.3
Other accrued liabilities							240.6			229.2
Accrued income taxes	104.1			96.5			24.0			32.2
Current indebtedness	398.8			190.2			606.5			3.4
Total current liabilities	1,790.8			1,537.4			1,859.7			1,335.8
Long-term debt, less current portion	3,084.4			3,052.2			3,536.0			3,365.8
Deferred income taxes	280.2			282.3			291.6			280.6
Other non-current liabilities	546.9			443.4			530.1			515.1
Total non-current liabilities	3,911.5			3,777.9			4,357.7			4,161.5
Total liabilities	5,702.3			5,315.3			6,217.4			5,497.3
Commitments and contingencies - Refer to Note 15
Commitments and contingencies - Refer to Note 14
Shareholders’ equity
Controlling interests:
Preferred shares, $0.0001 par value per share, 10 shares authorized	—			—			—			—
Ordinary shares, €0.001 par value per share, 10,000 shares authorized	7,395.5			7,421.7			7,318.2			7,359.9
Accumulated other comprehensive income	99.5			84.6			120.7			139.4
Retained earnings (accumulated deficit)	(1,768.8		)	(1,838.3		)	(1,528.5		)	(1,695.5		)
Total controlling interest	5,726.2			5,668.0
Total controlling interests							5,910.4			5,803.8
Noncontrolling interest	0.2			0.1			0.5			0.3
Total shareholders’ equity	5,726.4			5,668.1			5,910.9			5,804.1
Total liabilities and shareholders' equity	$	11,428.7		$	10,983.4		$	12,128.3		$	11,301.4

Supplemental Disclosures of Balance Sheet Information
Preferred shares, issued and outstanding	—			—			—			—
Ordinary shares, issued and outstanding	136.0			135.9			136.5			136.1

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions, except per share amounts)

(unaudited)

Ordinary Shares
Issued Accumulated
Other
Comprehensive
Income Retained
Earnings
(Accumulated Deficit) Total
Shares Amount
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



	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, 2018	135.9		$	7,421.7		$	84.6		$	(1,838.3	)	$	5,668.0
Adoption of new accounting standards	—		—			—			(3.4		)	(3.4		)
Net income	—		—			—			63.9			63.9
Other comprehensive loss	—		—			(15.6		)	—			(15.6		)
Restricted stock plan	0.2		—			—			—			—
Compensation for stock options	—		1.8			—			—			1.8
Compensation for restricted stock	—		14.2			—			—			14.2
Cash dividends, $0.19 per share	—		(25.9		)	—			—			(25.9		)
Shares withheld for payment of employees' withholding tax liability	(0.1	)	(2.4		)	—			—			(2.4		)
Balance at March 30, 2019	136.0		$	7,409.4		$	69.0		$	(1,777.8	)	$	5,700.6

Net income	—		—			—			9.0			9.0
Other comprehensive income	—		—			30.5			—			30.5
Stock options exercised	—		0.3			—			—			0.3
Compensation for stock options	—		1.3			—			—			1.3
Compensation for restricted stock	—		14.2			—			—			14.2
Cash dividends, $0.21 per share	—		(28.9		)	—			—			(28.9		)
Shares withheld for payment of employees' withholding tax liability	—		(0.8		)	—			—			(0.8		)
Balance at June 29, 2019	136.0		$	7,395.5		$	99.5		$	(1,768.8	)	$	5,726.2



	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, 2019	136.1		$	7,359.9		$	139.4		$	(1,695.5	)	$	5,803.8
Net income	—		—			—			106.4			106.4
Other comprehensive loss	—		—			(103.5		)	—			(103.5		)
Restricted stock plan	0.3		—			—			—			—
Compensation for stock options	—		0.8			—			—			0.8
Compensation for restricted stock	—		15.4			—			—			15.4
Cash dividends, $0.23 per share	—		(30.9		)	—			—			(30.9		)
Shares withheld for payment of employees' withholding tax liability	(0.1	)	(5.6		)	—			—			(5.6		)
Balance at March 28, 2020	136.3		$	7,339.6		$	35.9		$	(1,589.1	)	$	5,786.4

Net income	—		—			—			60.6			60.6
Other comprehensive income	—		—			84.8			—			84.8
Restricted stock plan	0.3		—			—						—
Compensation for stock options	—		0.4						—			0.4
Compensation for restricted stock	—		13.1			—			—			13.1
Cash dividends, $0.23 per share	—		(31.0		)	—			—			(31.0		)
Shares withheld for payment of employees' withholding tax liability	(0.1	)	(3.9		)	—			—			(3.9		)
Balance at June 27, 2020	136.5		$	7,318.2		$	120.7		$	(1,528.5	)	$	5,910.4

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Six Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 27, 2020			June 29, 2019
Cash Flows From (For) Operating Activities
Net income	$	72.9		$	117.0		$	167.0		$	72.9
Adjustments to derive cash flows:
Depreciation and amortization	191.5			217.8			187.8			191.5
Loss on sale of business							17.4			—
Share-based compensation	28.0			22.3			29.7			28.0
Impairment charges	31.9			1.7			—			31.9
Change in financial assets	(15.9		)	9.0			(3.7		)	(15.9		)
Loss on extinguishment of debt	—			0.5
Restructuring charges	21.5			5.2			1.1			21.5
Deferred income taxes	9.2			(14.2		)	11.7			9.2
Amortization of debt premium	(3.0		)	(3.7		)	(1.3		)	(3.0		)
Other non-cash adjustments, net	26.4			5.1			(11.5		)	26.4
Subtotal	362.5			360.7			398.2			362.5
Increase (decrease) in cash due to:
Accounts receivable	(55.3		)	(24.3		)	227.9			(55.3		)
Inventories	(78.3		)	(99.3		)	(38.6		)	(78.3		)
Prepaid expenses							(32.4		)	2.4
Accounts payable	41.2			89.2			(21.6		)	41.2
Payroll and related taxes	(23.0		)	(48.4		)	(20.4		)	(23.0		)
Accrued customer programs	(52.8		)	33.9			(31.9		)	(52.8		)
Accrued liabilities	(19.2		)	(30.4		)	(7.9		)	(19.2		)
Accrued income taxes	(36.7		)	(20.8		)	(12.8		)	(36.7		)
Other, net	19.9			(5.9		)	2.2			17.5
Subtotal	(204.2		)	(106.0		)	64.5			(204.2		)
Net cash from (for) operating activities	158.3			254.7			462.7			158.3
Cash Flows From (For) Investing Activities
Proceeds from royalty rights	1.7			10.3			2.4			1.7
Purchase of investment securities	—			(7.5		)
Royalty Pharma contingent milestone payment	250.0			—
Purchase of equity method investment							(15.0		)	—
Acquisitions of businesses, net of cash acquired							(106.0		)	—
Proceeds from the Royalty Pharma contingent milestone							—			250.0
Asset acquisitions	(35.0		)	—			(32.8		)	(35.0		)
Additions to property, plant and equipment	(54.7		)	(33.3		)	(60.1		)	(54.7		)
Net proceeds from sale of business and other assets	—			1.3
Net proceeds from sale of business							187.8			—
Other investing, net							2.0			—
Net cash from (for) investing activities	162.0			(29.2		)	(21.7		)	162.0
Cash Flows From (For) Financing Activities
Issuances of long-term debt	—			431.0			743.8			—
Payments on long-term debt	(158.9		)	(457.3		)	—			(158.9		)
Borrowings (repayments) of revolving credit agreements and other financing, net	397.5			(8.2		)	1.6			397.5
Deferred financing fees	—			(2.4		)	(5.0		)	—
Issuance of ordinary shares	0.3			—			—			0.3
Repurchase of ordinary shares	—			(265.0		)
Cash dividends	(54.8		)	(52.8		)	(61.9		)	(54.8		)
Other financing, net	(5.9		)	(7.5		)	(11.7		)	(5.9		)
Net cash from (for) financing activities	178.2			(362.2		)	666.8			178.2
Effect of exchange rate changes on cash and cash equivalents	6.1			(15.5		)	(5.8		)	6.1
Net increase (decrease) in cash and cash equivalents	504.6			(152.2		)	1,102.0			504.6
Cash and cash equivalents, beginning of period	551.1			678.7			354.3			551.1
Cash and cash equivalents, end of period	$	1,055.7		$	526.5		$	1,456.3		$	1,055.7

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

Note 1

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information

The Company

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

We are dedicated to making lives better by bringing “Quality, Affordable Self-Care ~~Products™”~~Products that consumers trust everywhere they are sold. We are a leading provider of over-the-counter ("OTC") health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. We are also a leading producer of generic prescription pharmaceutical topical products such as creams, lotions, and gels as well as nasal sprays and ~~nasal sprays.~~inhalers.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation of the unaudited Condensed Consolidated Financial Statements have been included and include our accounts and the accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Segment Reporting ~~Change~~

~~During the three months ended March 30, 2019, we changed the composition of our operating and reporting segments. We moved our Israeli diagnostic business from the~~ ~~Consumer Self-Care International~~ ~~segment to the~~ ~~Prescription Pharmaceuticals~~ segment and we made certain adjustments to our allocations between segments. These changes were made to reflect changes in the way in which management makes operating decisions, allocates resources, and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in ~~Note 2~~ ~~and~~ ~~Note 17~~.

Our ~~new~~ reporting and operating segments are as follows:


•	Consumer Self-Care Americas ("CSCA")~~, formerly Consumer Healthcare Americas,~~ comprises our consumer self-care business (OTC, contract manufacturing, infant formula, and oral self-care categories and our divested animal health ~~categories)~~category) 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~~consumer self-care businesses in the United Kingdom and Australia, and our divested liquid licensed products business in the United Kingdom.


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

Reclassifications

Certain prior period amounts have been reclassified from other current assets to other non-current assets on our balance sheet as of June 27, 2020 to conform to the current period presentation. Such reclassification had no impact on net income or earnings per share.

Perrigo Company plc - Item 1

Note 1

Recent Accounting Standard Pronouncements

Below are recent Accounting Standard Updates ("ASU") that we are still assessing to determine the effect on our Condensed Consolidated Financial Statements. We do not believe that any other recently issued accounting standards could have a material effect on our Condensed Consolidated Financial Statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.



Recently Issued Accounting Standards Not Yet Adopted
Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
~~ASU 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 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred.	~~January 1, 2020~~	We currently plan to adopt the standard prospectively on the effective 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 presentation of the underlying hosting contracts, which will be included within Operating expenses.
~~ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement~~	~~This guidance amends ASC 820 to add, remove, and modify certain disclosure requirements for fair value measurements.~~	~~January 1, 2020~~	We currently plan to adopt the 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 and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy.
~~ASU 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.	~~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 onto related disclosures in our Consolidated Financial Statements.
ASU 2019-12: Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes	This guidance enhances and simplifies various aspects of the income tax accounting guidance in ASC 740.	January 1, 2021	We are currently evaluating the implications of adoption on our Consolidated Financial Statements.

Recently Adopted Accounting Standard Update

On January 1, 2020, we adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326"), which replaces the incurred loss methodology with an expected loss methodology that is referred to as the Current Expected Credit Loss ("CECL") methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost.

We adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost, which includes trade receivables and contract assets. The cumulative effect of adopting ASC 326 was not material.

Allowance for Credit Losses

Expected credit losses on trade receivables and contract assets are measured collectively by geographic location. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and for reasonable and supportable forecasts. Historical credit loss experience provides the primary basis for estimation of expected credit losses. Adjustments to historical loss information may be made for significant changes in a geographic location’s economic conditions. Receivables that do not share risk characteristics are evaluated on an individual basis. These receivables are not included in the collective evaluation.

The allowance for credit losses is a valuation account that is deducted from the instruments’ cost basis to present the net amount expected to be collected. Trade receivables and contract assets are charged off against the allowance when the balance is no longer deemed collectible.

Perrigo Company plc - Item 1

Note 21

The following table presents the allowance for credit losses activity (in millions):



	Three Months Ended			Six Months Ended
	June 27, 2020			June 27, 2020
Beginning balance	$	7.1		$	6.7
Provision for credit losses, net	0.2			1.0
Receivables written-off	(1.1		)	(1.2		)
Recoveries collected	—			—
Currency translation adjustment	—			(0.3		)
Ending balance	$	6.2		$	6.2

NOTE 2 – REVENUE RECOGNITION

Revenue is recognized when or as a customer obtains control of promised products. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these products.

Disaggregation of Revenue

We generated net sales in the following geographic locations⁽¹⁾(in millions):


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018		June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
U.S.	$	768.6	$	772.3	$	1,537.4	$	1,558.7	$	848.7	$	768.6	$	1,750.3	$	1,537.4
Europe⁽²⁾	315.8		344.3		656.7		706.2		311.8		315.8		684.4		656.7
All other countries⁽³⁾	64.6		69.8		129.4		138.5		58.6		64.6		125.4		129.4
	$	1,149.0	$	1,186.4	$	2,323.5	$	2,403.4
Total net sales									$	1,219.1	$	1,149.0	$	2,560.1	$	2,323.5

(1) Derived from the location of the entity that sells to a third party.

(2) Includes Ireland net sales of $7.8 million and $11.5 million for the three and six months ended June 27, 2020, respectively, and $6.9 million and $12.1 million for the three and six months ended June 29, 2019, ~~respectively, and $5.0 million and $10.4 million for the three and six months ended June 30, 2018,~~ respectively.

(3) Includes net sales generated primarily in Israel, Mexico, Australia and Canada.

Product Category

We re-aligned our product categories in our CSCA and CSCI segments as of December 31, 2019. The re-alignment standardizes our categories and product level detail to provide consistency. This transformative step will optimize the way in which management reports and evaluates our business.

Perrigo Company plc - Item 1

Note 2

The following is a summary of our net sales by category (in millions):; the comparative periods reflect the product category re-alignment:

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



	Three Months Ended				Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
CSCA⁽¹⁾
Upper respiratory	$	116.7	$	121.2	$	271.3	$	254.0
Digestive health	112.1		106.3		219.0		208.6
Pain and sleep-aids	97.7		91.3		218.1		182.6
Nutrition	88.6		85.9		190.8		185.5
Healthy lifestyle	81.5		86.1		167.3		162.1
Oral self-care	63.2		—		118.5		—
Skincare and personal hygiene	42.9		45.8		89.6		91.3
Vitamins, minerals, and supplements	6.4		6.2		12.8		12.5
Animal health	—		22.3		—		41.9
Other CSCA⁽²⁾	18.5		17.0		40.8		25.4
Total CSCA	627.6		582.1		1,328.2		1,163.9
CSCI
Skincare and personal hygiene	97.6		105.7		192.3		207.6
Upper respiratory	45.5		49.9		129.6		121.8
Healthy lifestyle	40.5		48.7		84.1		96.0
Pain and sleep-aids	40.2		39.4		87.0		79.8
Vitamins, minerals, and supplements	38.5		41.1		87.0		86.9
Oral self-care	20.4		1.8		43.6		3.4
Digestive health	5.1		6.8		11.1		14.0
Other CSCI⁽³⁾	33.3		34.1		69.1		68.8
Total CSCI	321.1		327.5		703.8		678.3
RX	270.4		239.4		528.1		481.3
Total net sales	$	1,219.1	$	1,149.0	$	2,560.1	$	2,323.5

(1) Includes net sales from our OTC contract manufacturing business.


(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, 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.

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

~~Note 2~~

While the majority of revenue is recognized at a point in time, certain of our product revenue is recognized on an over time basis. Predominately, over time customer contracts exist in contract manufacturing arrangements, which occur in both the CSCA and CSCI segments. Contract manufacturing revenue was $64.5 million and $114.0 million for the three and six months ended June 27, 2020, respectively, and $65.8 million and $133.1 million for the three and six months ended June 29, 2019, ~~respectively, and $77.1 million and $146.5 million for the three and six months ended June 30, 2018,~~ respectively.

We also recognize a portion of the store brand OTC product revenues in the CSCA segment on an over time basis; however, the timing difference between over time and point in time revenue recognition for store brand contracts is not significant due to the short time period between the customization of the product and shipment or delivery.

Contract Balances

The following table provides information about contract assets from contracts with customers (in millions):

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



	Balance Sheet Location	June 27, 2020		December 31, 2019
Short-term contract assets	Prepaid expenses and other current assets	$	22.7	$	26.3

Perrigo Company plc - Item 1

Note 3

NOTE 3 – ACQUISITIONS AND DIVESTITURES

Acquisitions ~~Completed~~During the Six Months Ended June 27, 2020

Oral Care Assets of High Ridge Brands

On April 1, 2020, we acquired the oral care assets of High Ridge Brands for total purchase consideration of $113.0 million, subject to customary post-closing adjustments, including a working capital settlement. After post-closing adjustments as of June 27, 2020, total cash consideration paid was $106.0 million, net of $2.0 million that we allocated as prepayment of contract consideration for transitional services to be received related to the transaction.

This acquisition includes the children’s oral care value brand, Firefly^®, in addition to the REACH^® and Dr. Fresh^® brands, and a licensing portfolio. The U.S. operations, which represent a significant portion of the business, will be reported in our CSCA segment and the remaining non-U.S. operations will be reported in our CSCI segment.

During the three and six months ended June 27, 2020, we incurred $2.6 million and $4.1 million of general transaction costs (legal, banking and other professional fees), respectively. The amounts were recorded in Administration expenses within the CSCA segment.

The acquisition of the oral care assets of High Ridge Brands was accounted for as a business combination and has been reported in our Condensed Consolidated Statements of Operations as of the acquisition date. From April 1, 2020 through June 27, 2020, the acquisition generated Net sales of $19.8 million and Net loss of $3.5 million, which included $2.6 million of transaction costs and $1.6 million related to inventory costs stepped up to acquisition date fair value.

We are in the process of gathering significant relevant information needed to complete the valuation for the assets acquired and liabilities assumed. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired and liabilities assumed will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.

The following table summarizes the consideration paid for the oral care assets of High Ridge Brands and the provisional amounts of the assets acquired and liabilities assumed (in millions):



	Oral Care Assets of High Ridge Brands
Cash consideration	$	106.0

Estimated fair value of assets acquired and liabilities assumed:
Net working capital	$	22.2
Property, plant and equipment, net	0.7
Definite-lived intangible assets	66.8
Goodwill	16.3
Net assets acquired	$	106.0

The goodwill of $16.3 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from combining the operations of the oral care assets of High Ridge Brands into Perrigo. Preliminarily, goodwill of $14.6 million and $1.7 million was allocated to our CSCA and CSCI segments, respectively. We are currently evaluating the tax deductibility of the provisional goodwill. We expect some portion to be deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, exclusive license agreements, and customer relationships subject to a weighted average useful life of approximately 18 years.

Perrigo Company plc - Item 1

Note 3

Dexsil^®

On February 13, 2020, we acquired Dexsil^®,a silicon supplement brand, from RXW Group Nv, for total cash consideration paid of approximately $8.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized the consideration paid as a brand-named intangible asset. We began amortizing the brand intangible over a 25-year useful life. Operating results attributable to the product are included within our CSCI segment.

Steripod^®

On January 3, 2020, we acquired Steripod^®, a leading toothbrush accessory brand and innovator in the toothbrush protector market, from Bonfit America Inc. Total consideration paid was $26.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized $24.9 million as a brand-named intangible asset. The remainder of the purchase price was allocated to working capital. We began amortizing the brand intangible over a 25-year useful life. Operating results attributable to the product are included within our CSCA segment.

Acquisition Accounted for as a Business Combination During the Year Ended December 31, 2019

Ranir Global Holdings, LLC

On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir Global Holdings, LLC ("Ranir"), a privately-held company, for total base consideration of $750.0 million in a debt-free, cash-free transaction. After post-closing adjustments, total cash consideration paid was $747.7 million, net of $11.5 million cash acquired. We funded the transaction with cash on hand and borrowings under the 2018 Revolver (as defined in Note 10).

Ranir is headquartered in Grand Rapids, Michigan and is a leading global supplier of private label and branded oral self-care products. Ranir's U.S. operations are reported in our CSCA segment and its non-U.S. operations are reported in our CSCI segment.

The acquisition of Ranir was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. From July 1, 2019 through December 31, 2019, Ranir generated Net sales of $151.4 million and had $7.6 million of Net income, which is inclusive of a non-recurring charge of $5.7 million related to inventory costs stepped up to acquisition date fair value.

Perrigo Company plc - Item 1

Note 3

The following table summarizes the consideration paid for Ranir and the amounts of the assets acquired and liabilities assumed (in millions):



	Ranir
Purchase price paid	$	759.2

Assets acquired:
Cash and cash equivalents	$	11.5
Accounts receivable	40.6
Inventories	59.0
Prepaid expenses and other current assets	4.0
Property, plant and equipment, net	40.8
Operating lease assets	3.7
Goodwill	292.7
Definite-lived intangibles:
Developed product technology, formulations, and product rights	$	48.6
Customer relationships and distribution networks	260.0
Trademarks, trade names, and brands	41.0
Indefinite-lived intangibles:
In-process research and development	39.7
Total intangible assets	$	389.3
Other non-current assets	2.8
Total assets	$	844.4
Liabilities assumed:
Accounts payable	$	17.6
Other accrued liabilities	7.7
Payroll and related taxes	5.5
Accrued customer programs	5.7
Deferred income taxes	45.9
Other non-current liabilities	2.8
Total liabilities	$	85.2
Net assets acquired	$	759.2

The goodwill of $292.7 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from combining the operations of Perrigo and Ranir. Goodwill of $212.6 million and $80.1 million was allocated to our CSCA and CSCI segments, respectively. We expect $252.3 million to be deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, developed product technologies, and customer relationships. Trademarks and trade names were assigned useful lives that ranged from 20 to 25 years. Developed product technologies were assigned 10-year useful lives and customer relationships were assigned 24-year useful lives. Customer relationships were valued using the multi-period excess earnings method. Trademarks and trade names, developed technology, and in-process research and development ("IPR&D") were valued using the relief from royalty method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates.

During the three months ended June 27, 2020, we completed the allocation by tax jurisdiction and finalized the Ranir opening balance sheet. We recorded measurement period adjustments to the valuation of Deferred income tax liabilities of $1.7 million and a small adjustment to other non-current assets. Therefore, goodwill was adjusted to $292.7 million.

Perrigo Company plc - Item 1

Note 3

Acquisitions During the Six Months Ended June 29, 2019

Generic Product Acquisition

On May 17, 2019, we purchased the Abbreviated New Drug Application ("ANDA") for a generic product used to relieve pain, ~~from osteoarthritis,~~ for $15.7 million in cash, which we capitalized as a developed product technology intangible asset. We ~~plan to launch~~launched the product during the third quarter of 2019 and ~~begin~~began amortizing it over a 20-year useful life. Operating results attributable to the product are included within our RX segment.

Budesonide Nasal Spray and Triamcinolone Nasal Spray

On April 1, 2019, we purchased product ANDAs and other records and registrations of Budesonide Nasal Spray, a generic equivalent of Rhinocort Allergy^®, and Triamcinolone Nasal Spray, a generic equivalent of Nasacort Allergy^®, from Barr Laboratories, Inc. ("Barr"), a subsidiary of Teva Pharmaceuticals, for $14.0 million in cash. We previously developed and marketed the products in collaboration with Barr under a development, marketing and commercialization agreement that originated in August 2003. Under this prior agreement, we paid Barr a percentage of net income from products sold by Perrigo in the U.S. By purchasing the assets from Barr and terminating the original development, marketing and commercialization agreement, we are now entitled to 100% of the income from sales of the product. Operating results attributable to these products are included within our CSCA segment. The intangible assets acquired are classified as developed product technology with a 10-year useful life.

~~Acquisitions Completed~~Pro Forma Impact of Business Combinations

The following table presents unaudited pro forma information as if the Ranir acquisition had occurred on January 1, 2018 and as if the acquisition of the oral care assets of High Ridge Brands had occurred on January 1, 2019 and had been combined with the results reported in our Condensed Consolidated Statements of Operations for all periods presented (in millions):



	Three Months Ended				Six Months Ended
(Unaudited)	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Net sales	$	1,219.1	$	1,239.6	$	2,589.7	$	2,515.5
Net income	$	63.8	$	4.3	$	173.1	$	72.7

The unaudited pro forma information is presented for information purposes only and is not indicative of the results that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets, depreciation of property, plant and equipment that have been revalued, certain acquisition-related charges, and related tax effects.

Divestitures During the ~~Year~~Six Months Ended ~~December 31, 2018~~June 27, 2020

~~Nasonex-branded products~~Rosemont Pharmaceuticals Business

On ~~May 29, 2018,~~June 19, 2020, we ~~entered into~~completed the sale of our U.K.-based Rosemont Pharmaceuticals business, a ~~license agreement with Merck Sharp & Dohme Corp. ("Merck"), which allows us~~generic prescription pharmaceuticals manufacturer focused on liquid medicines, to ~~develop and commercialize an OTC version~~a U.K.-headquartered private equity firm for cash consideration of ~~Nasonex-branded products containing the compound, mometasone furoate monohydrate.~~£155.6 million (approximately $195.0 million). The ~~acquisition was accounted for as an asset acquisition based on our assessment that substantially all of the fair value of the gross assets acquired was concentrated~~sale resulted in a ~~single identifiable asset to be used for R&D. In accordance with Accounting Standards Codification Topic 730 Research and Development, the non-refundable upfront license fee~~pre-tax loss of ~~$50.0~~$17.4 million ~~was~~ recorded in ~~R&D~~our CSCI segment in Other (income) expense, ~~in our CHCA segment because~~net on the ~~intangible research~~Condensed Consolidated Statements of Operations. The charge included professional fees and development asset acquired has no alternative use. The agreement requires us to make contingent payments if we obtain regulatory approval and achieve certain sales milestones. We will also be obligated to make royalty payments on potential future sales. The contingent consideration will be included in the measurementa $46.4 million write-off of the cost of the asset when the contingency is resolved and the consideration is paid or becomes payable. Consideration paid after U.S. Food and Drug Administration approval will be capitalized and amortized to cost of goods sold over the economic life of each product.foreign currency translation adjustment from Accumulated other comprehensive income.

Perrigo Company plc - Item 1

Note 4

NOTE 4 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions):


	December 31, 2018		Transfer to assets held-for-sale			Currency Translation Adjustments			June 29, 2019		December 31, 2019		Purchase accounting adjustments			Business acquisitions		Business divestitures			Currency translation adjustments			June 27, 2020
CSCA⁽¹⁾	$	1,713.7	$	(42.2	)	$	2.1		$	1,673.6	$	1,899.1	$	(10.4	)	$	14.6	$	—		$	(4.1	)	$	1,899.2
CSCI⁽²⁾⁽¹⁾	1,151.3		—			(9.2		)	1,142.1		1,203.7		12.0			1.7		(115.6		)	(11.3		)	1,090.5
RX(2)	1,114.8		—			4.8			1,119.6		1,013.9		—			—		—			0.6			1,014.5
Total goodwill	$	3,979.8	$	(42.2	)	$	(2.3	)	$	3,935.3	$	4,116.7	$	1.6		16.3		$	(115.6	)	$	(14.8	)	$	4,004.2


~~(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.~~

(1) We had accumulated goodwill impairments of $868.4 million as of each of December 31, 2019 and June 27, 2020.

(2) We had accumulated goodwill impairments of $109.2 million as of each of December 31, 2019 and June 27, 2020.

During the three months ended June ~~29, 2019,~~27, 2020, our ~~RX U.S.~~BCS reporting unit had an indication of potential impairment which was driven by a ~~combination~~decrease in forecasted cash flows in the second half of ~~industry and market factors and uncertainty~~2020 related to impacts from the ~~timing~~

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

~~Note 4~~

~~and associated cash flows of the projected ProAir launch.~~COVID-19 pandemic. Goodwill remaining in this reporting unit was ~~$1,119.6~~$961.0 million as of June ~~29, 2019.~~27, 2020. We prepared an impairment test as of June ~~29, 2019~~27, 2020 and determined that the fair value of the ~~RX U.S.~~BCS reporting unit ~~continued to exceed~~exceeded net book value by ~~approximately~~less than 10%~~. The excess was lower than~~, consistent with our last annual impairment test as of October 1, ~~2018, in which fair value exceeded carrying value by more than 25%.~~2019. While no0 impairment was recorded as of June ~~29, 2019,~~27, 2020, future developments such as deterioration in business performance or market multiples could reduce the fair value of this reporting unit and lead to impairment in a future period.

In conjunction with the test performed during the three months ended June 29, 2019, we early adopted ASU 2017-04 which removes the Step 2 requirement in instances when the carrying value of a reporting unit exceeds its fair value. Prospectively, if a reporting unit’s carrying value exceeds its fair value, we will record an impairment charge in the amount of the difference, limited to the amount of goodwill attributed to that reporting unit.

Intangible Assets

Intangible assets and related accumulated amortization consisted of the following (in millions):


	June 29, 2019				December 31, 2018				June 27, 2020				December 31, 2019
	Gross		Accumulated Amortization		Gross		Accumulated Amortization		Gross		Accumulated Amortization		Gross		Accumulated Amortization
Indefinite-lived intangibles:
Trademarks, trade names, and brands	$	18.0	$	—	$	18.1	$	—	$	3.8	$	—	$	18.8	$	—
In-process research and development	14.5		—		31.2		—		38.5		—		50.0		—
Total indefinite-lived intangibles	$	32.5	$	—	$	49.3	$	—	$	42.3	$	—	$	68.8	$	—
Definite-lived intangibles:
Distribution and license agreements and supply agreements	$	173.7	$	105.2	$	178.6	$	99.0	$	133.4	$	81.1	$	126.7	$	81.1
Developed product technology, formulations, and product rights	1,321.0		706.1		1,318.8		654.6		1,306.9		709.1		1,392.8		755.3
Customer relationships and distribution networks	1,558.5		613.9		1,586.6		566.5		1,821.0		727.7		1,805.6		671.4
Trademarks, trade names, and brands	1,266.0		219.5		1,282.4		188.5		1,421.9		285.7		1,353.5		250.1
Non-compete agreements	8.3		7.6		12.9		11.8		5.1		4.9		6.5		6.0
Total definite-lived intangibles	$	4,327.5	$	1,652.3	$	4,379.3	$	1,520.4	$	4,688.3	$	1,808.5	$	4,685.1	$	1,763.9
Total intangible assets	$	4,360.0	$	1,652.3	$	4,428.6	$	1,520.4	$	4,730.6	$	1,808.5	$	4,753.9	$	1,763.9

We recorded amortization expense of $72.2 million and $145.4 million for the three and six months ended June 27, 2020, respectively, and $73.6 million and $149.0 million for the three and six months ended June 29, 2019, ~~respectively, and~~respectively.

Perrigo Company plc - Item 1~~$85.3 million and $172.4 million for the three and six months endedJune 30, 2018, respectively.~~

Note 4

Generic Product

During the three months ended June 29, 2019, we identified impairment indicators for a certain definite-lived intangible asset related to changes in pricing and competition in the market, which lowered the projected cash flows we expect to generate from the asset. We ~~determined the~~recorded an asset ~~was impaired by~~impairment of $27.8 million in our RX segment.

In-process R&D ("IPR&D")

We recorded an impairment charge of $4.1 million on ~~an in process R~~a certain IPR&D asset ~~in the CSCA segment~~ during the ~~three~~six months ended ~~March 30,~~June 29, 2019, due to changes in projected development and regulatory ~~timelines.~~timelines for a product in our CSCA segment.

NOTE 5 – INVENTORIES

Major components of inventory were as follows (in millions):


	June 29, 2019		December 31, 2018		June 27, 2020		December 31, 2019
Finished goods	$	501.2	$	444.9	$	569.8	$	530.3
Work in process	192.8		197.5		196.7		186.9
Raw materials	246.5		235.6		268.2		250.1
Total inventories	$	940.5	$	878.0	$	1,034.7	$	967.3

NOTE 6 – FAIR VALUE MEASUREMENTS

On January 1, 2020, we adopted ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement ("Topic 820"). The amendments in this ASU remove disclosure requirements in Topic 820 related to the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. Additionally, Topic 820 adds disclosure requirements for the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. We have amended certain of our quantitative Level 3 fair value measurement disclosures to add the range and weighted average of significant unobservable inputs used.

Perrigo Company plc - Item 1

Note 6

The table below summarizes the valuation of our financial instruments carried at fair value by the applicable pricing categories (in millions):


	June 29, 2019						December 31, 2018						June 27, 2020						December 31, 2019
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		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	$	—	$	—	$	4.1	$	—	$	—	$	6.6	$	—	$	—
Foreign currency forward contracts	—		4.0		—		—		3.8		—		—		14.1		—		—		4.3		—
Cross-currency swap													—		8.0		—		—		26.3		—
Foreign currency forward contract NIH													—		0.4		—		—		—		—
Funds associated with Israeli severance liability	—		14.0		—		—		13.0		—		—		14.4		—		—		14.6		—
Royalty Pharma contingent milestone payments	—		—		89.1		—		—		323.2
Royalty Pharma contingent milestone													—		—		99.0		—		—		95.3
Total assets	$	2.8	$	18.0	$	89.1	$	9.4	$	16.8	$	323.2	$	4.1	$	36.9	$	99.0	$	6.6	$	45.2	$	95.3

Liabilities:
Foreign currency forward contracts	$	—	$	3.6	$	—	$	—	$	9.2	$	—	$	—	$	3.0	$	—	$	—	$	8.4	$	—
Contingent consideration	—		—		12.1		—		—		15.3
Contingent consideration payments													—		—		12.1		—		—		11.9
Total liabilities	$	—	$	3.6	$	12.1	$	—	$	9.2	$	15.3	$	—	$	3.0	$	12.1	$	—	$	8.4	$	11.9

Measured at fair value on a non-recurring basis:
Assets:
Goodwill⁽¹⁾	$	—	$	—	$	—	$	—	$	—	$	42.2	$	—	$	—	$	—	$	—	$	—	$	1,013.1
Indefinite-lived intangible assets⁽²⁾	—		—		—		—		—		10.5
Definite-lived intangible assets⁽³⁾	—		—		—		—		—		22.4
Definite-lived intangible assets⁽²⁾													—		—		—		—		—		23.3
Total assets	$	—	$	—	$	—	$	—	$	—	$	75.1	$	—	$	—	$	—	$	—	$	—	$	1,036.4


(1)	~~As of~~During the year ended December 31, ~~2018,~~2019, goodwill with a carrying amount of ~~$178.9~~$1,122.3 million was written down to a fair value of ~~$42.2~~$1,013.1 million.


(2)	~~As of~~During the year ended December 31, ~~2018, indefinite-lived~~2019, definite-lived intangible assets with a carrying amount of ~~$46.9~~$55.3 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~~$23.3 million.

There were no0 transfers ~~among~~within Level ~~1, 2, and~~ 3 fair value measurements during the three and six months endedJune ~~29, 2019~~27, 2020 or the year ended December 31, ~~2018.~~2019.

Foreign Currency Forward Contract Net Investment Hedge

We value this foreign currency forward contract designated as a net investment hedge based on the notional amount, contractual rate, and observable market inputs, such as currency exchange rates and credit risk.

Royalty Pharma Contingent Milestone Receipts

The table below summarizes the change in fair value of the Royalty Pharma contingent milestone (in millions):



	Three Months Ended				Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Beginning balance	$	96.9	$	83.6	$	95.3	$	323.2
Payments received	—		—		—		(250.0		)
Change in fair value	2.1		5.5		3.7		15.9
Ending balance	$	99.0	$	89.1	$	99.0	$	89.1

Perrigo Company plc - Item 1

Note 6

~~Royalty Pharma Contingent Milestone Payments~~

~~The table below summarizes the change in fair value of the Royalty Pharma contingent milestone payments (in millions):~~

Three Months Ended Six Months Ended
June 29,
2019 June 30,
2018 June 29,
2019 June 30,
2018
Beginning balance $ 83.6
$ 124.9
$ 323.2
$ 134.5
Payments received —
—
(250.0 ) —
Change in fair value 5.5
0.6
15.9
(9.0 )
Ending balance $ 89.1
$ 125.5
$ 89.1
$ 125.5

We value our contingent milestone ~~payments~~payment from Royalty Pharma using a modified Black-Scholes Option Pricing Model ("BSOPM"). Key inputs in the BSOPM are the estimated volatility and rate of return of royalties on global net sales of Tysabri^® that are received by Royalty Pharma until the contingent milestones are resolved. ~~Volatility~~As of June 27, 2020, volatility and the estimated fair value of the milestones ~~have~~had a positive relationship such that higher volatility translates to a higher estimated fair value of the contingent milestone payments. Rate of return and the estimated fair value of the milestones had an inverse relationship, such that a lower rate of return correlates with a higher estimated fair value of the contingent milestone payments. We assess volatility and rate of return inputs quarterly by analyzing certain market volatility benchmarks and the risk associated with Royalty Pharma achieving the underlying projected royalties. The table below represents the volatility and rate of return:


	Three Months Ended				Three Months Ended
	June 29, 2019		June 30, 2018		June 27, 2020		June 29, 2019
Volatility	30.0	%	30.0	%	37.5	%	30.0	%
Rate of return	7.99	%	8.09	%	6.91	%	7.99	%

~~The~~During the three and six months ended June 27, 2020, the fair value of the Royalty Pharma contingent milestone payment related to 2020 increased by ~~$5.5~~$2.1 million and ~~$15.9~~$3.7 million, ~~during~~respectively, to $99.0 million, which is recorded on the Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets. The adjustments were driven by higher volatility, higher projected global net sales of Tysabri^® compared to the estimates in the prior period, and the estimated probability of achieving the earn-out. During the three and six months ended June 29, 2019,, the fair value of the Royalty Pharma contingent milestone payments increased by $5.5 million and$15.9 million, respectively. These ~~adjustments~~increases were driven by higher projected global net sales of Tysabri^®and the estimated probability of achieving the earn-out.

The ~~fair value of the~~ Royalty Pharma payments from Biogen for Tysabri^®were $337.5 million in 2018, which triggered the $250.0 million milestone payment received during the first quarter of 2019. There is 0 contingent milestone payments increased by $0.6 million during the three months ended June 30, 2018. This increase included a $2.9 million decrease in the fair value of the 2018 contingent milestone payment, more than offset by a $3.5 million increase in the fair value of the 2020 contingent milestone payment. During the six months ended June 30, 2018, the fair value of the Royalty Pharma contingent milestone payments decreased $9.0 million. The net changes in the fair value of the contingent milestone payments were due to the fluctuation of the projected global netbased on 2019 sales of Tysabri^®_,~~which were impacted by competition, namely the launch of Ocrevus~~^® ~~in the U.S. and European markets.~~

. In order for us to receive the ~~2020~~remaining contingent milestone payment of $400.0 million, Royalty Pharma ~~contingent~~ payments from Biogen for Tysabri^® sales in 2020 must exceed $351.0 million. ~~In 2018, the Royalty Pharma contingent payments for Tysabri~~^®~~were $337.5 million, which exceeded the threshold.~~ If Royalty Pharma ~~contingent~~ payments from Biogen for Tysabri^® sales do not meet the prescribed threshold in 2020, we will write off the ~~$89.1~~$99.0 million asset ~~as an expense.~~and record a loss. If the prescribed threshold is exceeded, we will increase the asset to $400.0 million and recognize income of ~~$310.9~~$301.0 million in Change in financial assets on the Condensed Consolidated Statements of Operations.

Contingent Consideration Payments

The table below summarizes the change in fair value of contingent consideration payments (in millions):



	Three Months Ended						Six Months Ended
	June 27, 2020			June 29, 2019			June 27, 2020		June 29, 2019
Beginning balance	$	13.0		$	12.4		$	11.9	$	15.3
Changes in value	(0.9		)	0.9			0.2		(2.0		)
Settlements and other adjustments	—			(1.2		)	—		(1.2		)
Ending balance	$	12.1		$	12.1		$	12.1	$	12.1

Contingent consideration represents milestone payment obligations obtained through product acquisitions, which are valued using estimates based on probability-weighted outcomes, sensitivity analysis, and discount rates reflective of the risk involved. The estimates are updated quarterly and the liabilities are adjusted to fair value depending on a number of assumptions, including the competitive landscape and regulatory approvals that may impact the future sales of a product.

Perrigo Company plc - Item 1

Note 6

~~Contingent Consideration~~

~~The table below summarizes~~As of June 27, 2020, the ~~change in fair value of~~ contingent consideration ~~(in millions):~~

Three Months Ended Six Months Ended
June 29,
2019 June 30,
2018 June 29,
2019 June 30,
2018
Beginning balance $ 12.4
$ 18.1
$ 15.3
$ 22.0
Changes in value 0.9
(1.8 ) (2.0 ) (1.4 )
Currency translation adjustments —
(0.1 ) —
—
Settlements and other adjustments (1.2 ) —
(1.2 ) (4.4 )
Ending balance $ 12.1
$ 16.2
$ 12.1
$ 16.2

~~Goodwill and Intangible Assets~~

~~Animal Health~~

~~When determining the~~payments liability was primarily comprised of sales-based milestones related to an IPR&D asset acquired in a prior transaction in our RX segment. The contingent consideration payments liability also included certain event-based milestones, which were immaterial. The fair value of our ~~animal health reporting unit for~~contingent consideration sales-based milestones as of June 27, 2020, was calculated using the year ended December 31, 2018, we utilized a combination of comparable company market and discounted cash flow techniques. In our comparable company market approach, we considered observable market information and transactions for companies that we deemed to be of a comparable nature, scope, and size of animal health (Level 2 inputs). Our cash flow projections included revenue assumptions related to new products, product line extensions, and existing products, plus gross margin, advertising and promotion, and other operating expenses based on the growth plans (Level 3 inputs). In our discounted cash flow analysis, we utilized projected sales growth rate and discount rate assumptions of 2.5% and 9.8%, respectively. following significant unobservable inputs:



			Six Months Ended
			June 27, 2020
	Valuation Technique	Unobservable Input	Range (Weighted Average)⁽¹⁾
Contingent consideration payments: sales-based milestones	Discounted cash flow	Projected royalties	$	37.0
		Projected year of payment of sales-based milestones	2021 - 2036 (2027)
		Discount rate	26.0		%


(1)	Unobservable inputs were weighted based on the relative estimated milestone payments.

The discount rate ~~correlates with~~of 26.0% was based on our assessment of the ~~required investment~~rate of return and risk that we believe market participants would apply to the projected growth rate. In addition, we burdened projected free cash flows with the capital spending deemed necessary to support the cash flowsdevelopment and ~~applied the jurisdictional tax rate of 22.8%. We weighted indications of fair value resulting from the market approach and present value techniques, considering the reasonableness~~commercialization risk of the ~~range of measurements and~~related IPR&D project. We reevaluate the ~~point within the range that we determined was most representative of fair market conditions.~~

~~When assessing our animal health indefinite-lived intangible asset for the year ended December 31, 2018, we utilized a multi-period excess earnings method ("MPEEM") to determine the fair value~~significant unobservable inputs of the ~~intangible asset. Our cash flow projections included revenue assumptions related to new products, product line extensions,~~sales-based milestones quarterly based on project developments and ~~existing products. We utilized long-term growth rate and discount rate assumptions of (0.3)% and 9.8%, respectively, and we applied a jurisdictional tax rate of 22.8%.~~

When assessing our animal health definite-lived assets for impairment for the year ended December 31, 2018, we utilized a combination of MPEEM and relief from royalty methods to determine the fair values of definite-lived assets within the asset group. The projected financial information, inputs, and assumptions utilized were consistent with those utilizedchanges in ~~the goodwill discounted cash flow analysis described above.~~

~~Generic product~~

~~When measuring the impairment of a certain definite-lived asset during the three months ended June 29, 2019, we utilized a discounted cash flow technique to estimate the fair value~~contingent elements of the ~~asset. Significant valuation inputs and assumptions relate to our projected future cash flows, including the total market size, our estimated market share, and our average selling price.~~liability.

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

~~Note 6~~

Fixed Rate Long-term Debt

Our fixed rate long-term debt consisted of the following (in millions):


	June 29, 2019				December 31, 2018				June 27, 2020				December 31, 2019
	Level 1		Level 2		Level 1		Level 2		Level 1		Level 2		Level 1		Level 2
Public Bonds
Carrying Value (excluding discount)	$	2,600.0			$	2,600.0			$	3,350.0	$	—	$	2,600.0	$	—
Fair value	$	2,533.0			$	2,316.6			$	3,497.5	$	—	$	2,618.4	$	—

Retail bond and private placement note
Private placement note
Carrying value (excluding premium)			$	153.5			$	292.5	$	—	$	151.5	$	—	$	151.4
Fair value			$	167.8			$	307.9	$	—	$	154.4	$	—	$	168.4

The fair values of our public bonds for all periods were based on quoted market prices. The fair ~~value~~values of our private placement note for all periods ~~was~~were based on interest rates offered for borrowings of a similar nature and remaining maturities. The fair value of our retail bond for the year ended December 31, 2018 was based on interest rates offered for borrowings of a similar nature and remaining maturities. On May 23, 2019, we repaid the retail bond in full (refer to ~~Note 11~~).

The carrying amounts of our other financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, short-term debt, revolving credit agreements, promissory notes related to our equity method investment in Kazmira, and variable rate long-term debt, approximate their fair value.

Perrigo Company plc - Item 1

Note 7

NOTE 7 – INVESTMENTS

The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions):


Measurement Category	Balance Sheet Location	June 29, 2019		December 31, 2018		Balance Sheet Location	June 27, 2020		December 31, 2019
Fair value method	Prepaid expenses and other current assets	$	2.8	$	9.4	Prepaid expenses and other current assets	$	4.1	$	6.6
Fair value method⁽¹⁾	Other non-current assets	$	2.8	$	4.4	Other non-current assets	$	2.3	$	2.3
Equity method	Other non-current assets	$	16.8	$	15.1	Other non-current assets	$	70.5	$	17.8


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

The following table summarizes the expense (income) recognized in earnings of our equity securities (in millions):


		Three Months Ended						Six Months Ended							Three Months Ended						Six Months Ended
Measurement Category	Income Statement Location	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018			Income Statement Location	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Fair value method	Other (income) expense, net	$	1.8		$	6.3		$	7.9		$	10.6		Other (income) expense, net	$	(0.4	)	$	1.8		$	2.5		$	7.9
Equity method	Other (income) expense, net	$	(1.0	)	$	(0.9	)	$	(1.7	)	$	(0.7	)	Other (income) expense, net	$	(0.8	)	$	(1.0	)	$	(1.5	)	$	(1.7	)

~~During~~On June 17, 2020, we announced our entrance into the ~~three months ended June 30, 2018, Perrigo Asia Holding Company Limited increased its~~cannabidiol (“CBD”) market through a strategic investment in ~~Zibo Xinhua - Perrigo Pharmaceutical Company Limited by $7.5 million.~~and long-term supply agreement with Kazmira LLC ("Kazmira"), a leading supplier of hemp-based CBD products free of tetrahydrocannabinol (“THC-free”) based in Watkins, Colorado. In addition to the supply agreement, we acquired an approximate 20% equity stake in Kazmira for $50.0 million with $15.0 million paid at close of the transaction and the balance due within 18 months thereafter. Our minority equity investment initiates the first phase of the partnership in which we will collaborate to scale-up Kazmira’s facilities and laboratories, in accordance with current Good Manufacturing Practices, to produce THC-free CBD from industrial hemp that meets our standards for reliability and consistency. In the second phase of the partnership, we will work to launch THC-free hemp-based CBD products in a number of global markets, while leveraging our supply agreement with Kazmira, which is exclusive for the U.S. store brand market. We will report our equity method earnings from Kazmira in our Condensed Consolidated Financial Statements on a quarterly lag.

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

~~Note 8~~

~~NOTE 8 – ASSETS HELD FOR SALE~~

We classify assets as "held for sale" when, among other factors, management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value and the fair market value, less costs to sell.

During the three months ended June 29, 2019, management committed to a plan to sell our animal health business; as a result, such assets were classified as held-for-sale. On July 8, 2019, we completed the sale of our animal health business (refer to ~~Note 18). The assets associated with our animal health business were reported in our~~ ~~CSCA~~ ~~segment.~~

The assets held-for-sale were reported within Prepaid expenses and other current assets and liabilities held-for-sale were reported in Accrued liabilities. The amounts consisted of the following (in millions):

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

NOTE 98 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Foreign Currency Forward Contract Net Investment Hedge

On ~~January 1,~~June 19, 2020, we entered into a foreign currency forward contract designated as a net investment hedge of the GBP currency exposure of our net investment in certain of our U.K. operations. The hedge has a notional basis of £155.0 million ($194.5 million).

Cross Currency Swaps

On August 15, 2019, we ~~adopted Accounting Standards Update No. 2017-12 Targeted Improvements~~entered into a cross-currency swap designated as a net investment hedge to ~~Accounting~~hedge the EUR currency exposure of our net investment in European operations. This agreement is a contract to exchange floating-rate Euro payments for ~~Hedge Activities ("ASU 2017-12") using a modified retrospective approach. Among other provisions, the new standard required modifications to existing presentation and disclosure requirements~~floating-rate U.S. dollar payments. The payments are based on a ~~prospective basis. As such, certain disclosures for the three~~notional basis of €450.0 million ($498.0 million) and ~~six months ended June 30, 2018 below conform to the disclosure requirements prior to the adoption of ASU 2017-12.~~

Prior to the adoption of ASU 2017-12, we were required to separately measure and reflect the amount by which the hedging instrument did not offset the changes in the fair value or cash flows of hedged items, which was referred to as the ineffective amount. We assessed hedge effectiveness on a quarterly basis and recorded the gain or loss related to the ineffective portion of derivative instruments, if any, in Other (income) expense, net on the Condensed Consolidated Statements of Operations. Pursuant to the provisions of ASU 2017-12, we are no longer required to separately measure and recognize hedge ineffectiveness. Therefore, we no longer recognize hedge ineffectiveness separately on our Condensed Consolidated Statements of Income, but instead recognize the entire change in the fair value of:

Cash flow hedges included in the assessment of hedge effectiveness in OCI. The amounts recorded in OCI will subsequently be reclassified to earnings in the same line item on the Condensed Consolidated Statements of Operations as impacted by the hedged item when the hedged item affects earnings; and

Fair value hedges included in the assessment of hedge effectiveness in the same line item on the Condensed Consolidated Statements of Operations that is used to present the earnings effect of the hedged item.

~~Prior to the adoption of ASU 2017-12, we excluded option premiums and forward points (excluded components) from our assessment of hedge effectiveness for our foreign exchange cash flow hedges. We~~

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

~~Note 9~~

recognized all changes in fair value of the excluded components in Other (income) expense, net, on the Condensed Consolidated Statements of Operations. The amendments in ASU 2017-12 continue to allow those components to be excluded from the assessment of hedge effectiveness and add cross-currency basis spread as an allowable excluded component. The provisions of ASU 2017-12 allow a policy election to either continue to recognize changes in the fair value of the excluded components currently in earnings or to recognize the initial value of the excluded component using an amortization approach. We have elected to recognize the initial value of the excluded component on a straight-line basis over the life of the derivative instrument, within the same line item on the Condensed Consolidated Statements of Operations that is used to present the earnings effect of the hedged item. The cumulative effect adjustment between Accumulated Other Comprehensive Income ("AOCI") and Retained earnings (accumulated deficit) from applying this policy on existing hedges at the date of adoption was immaterial.

~~We record derivative instruments on the balance sheet on a gross basis as either an asset or liability measured at fair value (refer to~~ ~~Note 6~~). Additionally, changes in a derivative's fair value, which are measured at the end of each period, are recognized in earnings unless a derivative can be designated in a qualifying hedging relationship.

Designated derivatives meet hedge accounting criteria, which means the fair value of the hedge is recorded in shareholders’ equity as a component of OCI, net of tax. The deferred gains and losses are recognized in income in the period in which the hedged item affects earnings. We have elected to recognize the fair value of the excluded component in OCI and amortize on a straight-line basis over the life of the derivative instrument, within the same line item on the Condensed Consolidated Statements of Operations that is used to present the earnings effect of the hedged item.~~All of our designated derivatives are assessed for hedge effectiveness~~settle quarterly. ~~All of our designated derivatives were classified as cash flow hedges as of June 29, 2019 and December 31, 2018.~~

We also have economic non-designated derivatives that do not meet hedge accounting criteria. These derivative instruments are adjusted to current market value at the end of each period through earnings. Gains or losses on these instruments are offset substantially by the remeasurement adjustment on the hedged item.

We are exposed to credit loss in the event of nonperformance by the counterparties on derivative contracts. It is our policy to manage our credit risk on these transactions by dealing only with financial institutions having a long-term credit rating of "Aa3" or better and by distributing the contracts among several financial institutions to diversify credit concentration risk. Should a counterparty default, our maximum exposure to loss is the asset balance of the instrument. The maximum term of our forward currency exchange contracts is 18 months.

We enter into certain derivative financial instruments, when available on a cost-effective basis, to mitigate our risk associated with changes in interest rates and foreign currency exchange rates as follows:

~~Interest rate risk management -~~ We are exposed to the impact of interest rate changes through our cash investments and borrowings. We utilize a variety of strategies to manage the impact of changes in interest rates including using a mix of debt maturities along with both fixed-rate and variable-rate debt. In addition, we may enter into treasury-lock agreements and interest rate swap agreements on certain investing and borrowing transactions to manage our exposure to interest rate changes and our overall cost of borrowing.

~~Foreign currency exchange risk management -~~ We conduct business in several major currencies other than the U.S. dollar and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce cash flow volatility associated with foreign exchange rate changes on a consolidated basis to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments, and anticipated foreign currency sales and expenses.

All derivative instruments are managed on a consolidated basis to efficiently net exposures and thus take advantage of any natural offsets. Gains and losses related to the derivative instruments are expected to be offset largely by gains and losses on the original underlying asset or liability. We do not use derivative financial instruments for speculative purposes.

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

~~Note 9~~

Interest Rate Swaps

Interest rate swap agreements are contracts to exchange floating rate for fixed rate payments (or vice versa) over the life of the agreement without the exchange of the underlying notional amounts. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. There were no active designated or non-designated interest rate swaps as of June ~~29, 2019~~27, 2020 and December 31, ~~2018.~~2019.

Perrigo Company plc - Item 1

Note 8

Foreign Currency ~~Derivatives~~Forwards

Foreign currency forward contracts ~~entered into to hedge forecasted revenue and expenses~~ were as follows (in millions):


	Notional Amount				Notional Amount
	June 29, 2019		December 31, 2018		June 27, 2020		December 31, 2019
Israeli Shekel (ILS)	$	340.6	$	232.6	$	351.2	$	712.7
European Euro (EUR)					165.7		157.6
United States Dollar (USD)					64.0		92.4
British Pound (GBP)	111.0		90.2		51.2		86.9
European Euro (EUR)	108.0		134.2
Swedish (SEK)	42.2		38.7
Danish Krone (DKK)	58.2		56.5		47.9		51.7
United States Dollar (USD)	46.2		39.3
Swedish Krona (SEK)					35.8		42.0
Canadian Dollar (CAD)	41.9		31.7		31.1		41.3
Chinese Yuan (CNY)					16.7		20.9
Polish Zloty (PLZ)	33.5		18.2		15.3		21.5
Chinese Yuan (CNY)	20.0		—
Mexican Peso (MPX)					12.5		9.7
Switzerland Franc (CHF)					5.7		4.1
Norwegian Krone (NOK)	6.8		6.2		3.4		6.6
Romanian New Leu (RON)	5.9		4.4		2.8		2.3
Mexican Peso (MPX)	4.2		25.9
Other	12.6		8.7		7.6		7.5
Total	$	831.1	$	686.6	$	810.9	$	1,257.2

The maximum term of our forward currency exchange contracts is 18 months.

Effects of Derivatives on the Financial Statements

The below tables indicate the effects of all derivative instruments on the Condensed Consolidated Financial Statements. All amounts exclude income tax effects.

The balance sheet location and gross fair value of our outstanding derivative instruments were as follows (in millions):


		Asset Derivatives					Asset Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	June 29, 2019		December 31, 2018		Balance Sheet Location	June 27, 2020		December 31, 2019
Designated derivatives:
Foreign currency forward contracts	Prepaid expenses and other current assets	$	1.0	$	2.0	Prepaid expenses and other current assets	$	8.0	$	1.0
Cross-currency swap						Other non-current assets	8.0		26.3
Foreign currency forward contract NIH						Prepaid expenses and other current assets	0.4		—
Total designated derivatives							$	16.4	$	27.3
Non-designated derivatives:
Foreign currency forward contracts	Prepaid expenses and other current assets	$	3.0	$	1.8	Prepaid expenses and other current assets	$	6.1	$	3.3

Perrigo Company plc - Item 1

Note 9


		Liability Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	June 29, 2019		December 31, 2018		Balance Sheet Location	June 27, 2020		December 31, 2019
Designated derivatives:
Foreign currency forward contracts	Accrued liabilities	$	2.6	$	6.4	Other accrued liabilities	$	1.9	$	4.7
Non-designated derivatives:
Foreign currency forward contracts	Accrued liabilities	$	1.0	$	2.8	Other accrued liabilities	$	1.1	$	3.7

The following tables summarize the effect of derivative instruments designated as ~~cash-flow~~ hedging instruments in ~~AOCI~~Accumulated Other Comprehensive Income ("AOCI") (in millions):


	Three Months Ended										Three Months Ended
	June 29, 2019										June 27, 2020
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			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
Cash flow hedges:
Interest rate swap agreements			Interest expense, net	$	(0.4	)	Interest expense, net	$	—		$	—		Interest expense, net	$	(0.4	)	Interest expense, net	$	—
Foreign currency forward contracts	$	1.1	Net sales	0.1			Net sales	0.1			3.0			Net sales	0.4			Net sales	—
			Cost of sales	(0.2		)	Cost of sales	(1.1		)				Cost of sales	(0.2		)	Cost of sales	0.3
				$	(0.5	)		$	(1.0	)	$	3.0			$	(0.2	)		$	0.3
Net investment hedges:
Cross-currency swap											$	(3.3	)					Interest expense, net	$	1.8
Foreign currency forward contract NIH											0.4								—
											$	(2.9	)						$	1.8

Perrigo Company plc - Item 1

Note 8


	Six Months Ended										Six Months Ended
	June 29, 2019										June 27, 2020
Instrument	Amount of Gain/(Loss) Recorded in OCI⁽¹⁾		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			Amount of Gain/(Loss) Recorded in OCI⁽¹⁾			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
Cash flow hedges:
Treasury locks											$	—		Interest expense, net	$	(0.1	)	Interest expense, net	$	—
Interest rate swap agreements			Interest expense, net	$	(1.0	)	Interest expense, net	$	—		—			Interest expense, net	(0.9		)	Interest expense, net	—
Foreign currency forward contracts	$	—	Net sales	0.3			Net sales	—			9.9			Net sales	—			Net sales	—
			Cost of sales	(1.4		)	Cost of sales	(2.2		)				Cost of sales	(0.8		)	Cost of sales	0.7
				$	(2.1	)		$	(2.2	)	$	9.9			$	(1.8	)		$	0.7
Net investment hedges:
Cross-currency swap											$	(18.3	)					Interest expense, net	$	4.6
Foreign currency forward contract NIH											0.4								—
											$	(17.9	)						$	4.6

(1) Net loss of ~~$1.6~~$7.4 million is expected to be reclassified out of AOCI into earnings during the next 12 months.



	Three Months Ended
	June 29, 2019
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
Cash flow hedges:
Interest rate swap agreements	$	—	Interest expense, net	$	(0.4	)	Interest expense, net	$	—
Foreign currency forward contracts	1.1		Net sales	0.1			Net sales	0.1
			Cost of sales	(0.2		)	Cost of sales	(1.1		)
	$	1.1		$	(0.5	)		$	(1.0	)

Perrigo Company plc - Item 1

Note 9

Three Months Ended
June 30, 2018
Effective Portion
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
Interest rate swap agreements Interest expense, net $ (0.4 )
Foreign currency forward contracts $ (4.3 ) Net sales —
Cost of sales 1.6
Interest expense, net (1.1 )
Other (income) expense, net (0.1 )
$ —


	Six Months Ended
	June 30, 2018							Six Months Ended
	Effective Portion							June 29, 2019
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			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
Cash flow hedges:
Interest rate swap agreements				Interest expense, net	$	(0.9	)	$	—	Interest expense, net	$	(1.0	)	Interest expense, net	$	—
Foreign currency forward contracts	$	(4.3	)	Net sales	—			—		Net sales	0.3			Net sales	—
				Cost of sales	3.9					Cost of sales	(1.4		)	Cost of sales	(2.2		)
				Interest expense, net	(2.0		)	$	—		$	(2.1	)		$	(2.2	)
				Other (income) expense, net	(0.5		)
					$	0.5

The amounts of ~~gain/(loss)~~(income)/expense recognized in earnings related to our non-designated derivatives on the Condensed Consolidated Statements of Operations were as follows (in millions):


		Three Months Ended					Six Months Ended							Three Months Ended						Six Months Ended
Non-Designated Derivatives	Income Statement Location	June 29, 2019			June 30, 2018		June 29, 2019			June 30, 2018			Income Statement Location	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Foreign currency forward contracts	Other (income) expense, net	$	(4.3	)	$	11.8	$	(13.1	)	$	8.6		Other (income) expense, net	$	(17.1	)	$	(4.3	)	$	(6.0	)	$	(13.1	)
	Interest expense, net	1.4			0.2		1.8			(0.7		)	Interest expense, net	2.2			1.4			3.8			1.8
Total		$	(2.9	)	$	12.0	$	(11.3	)	$	7.9
														$	(14.9	)	$	(2.9	)	$	(2.2	)	$	(11.3	)

The ~~impact~~classification and amount of ~~gains and losses~~gain/(loss) recognized in earnings on ~~foreign exchange contracts not designated as hedging instruments related to changes in the~~ fair value and hedging relationships were as follows (in millions):



	Three Months Ended
	June 27, 2020
	Net Sales		Cost of Sales			Interest Expense, net			Other (Income) Expense, net
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded	$	1,219.1	$	784.4		$	33.4		$	14.3

The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings	$	0.4	$	(0.2	)	$	—		$	—
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach	$	—	$	0.3		$	—		$	—
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings	$	—	$	—		$	(0.4	)	$	—

Perrigo Company plc - Item 1

Note 8



	Six Months Ended
	June 27, 2020
	Net Sales		Cost of Sales			Interest Expense, net			Other (Income) Expense, net
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded	$	2,560.1	$	1,642.2		$	63.6		$	16.7

The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings	$	—	$	(0.8	)	$	—		$	—
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach	$	—	$	0.7		$	—		$	—
Treasury locks
Amount of gain or (loss) reclassified from AOCI into earnings	$	—	$	—		$	(0.1	)	$	—
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings	$	—	$	—		$	(0.9	)	$	—



	Three Months Ended
	June 29, 2019
	Net Sales		Cost of Sales			Interest Expense, net			Other (Income) Expense, net
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded	$	1,149.0	$	718.2		$	31.2		$	2.3

The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings	$	0.1	$	(0.2	)	$	—		$	—
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach	$	0.1	$	(1.1	)	$	—		$	—
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings	$	—	$	—		$	(0.4	)	$	—

Perrigo Company plc - Item 1

Note 8



	Six Months Ended
	June 29, 2019
	Net Sales		Cost of Sales			Interest Expense, net			Other (Income) Expense, net
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded	$	2,323.5	$	1,443.9		$	59.8		$	5.5

The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings	$	0.3	$	(1.4	)	$	—		$	—
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach	$	—	$	(2.2	)	$	—		$	—
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings	$	—	$	—		$	(1.0	)	$	—

NOTE 9 – LEASES

The balance sheet locations of our lease assets and liabilities ~~denominated in foreign currencies are generally offset~~were as follows (in millions):



Assets	Balance Sheet Location	June 27, 2020		December 31, 2019
Operating	Operating lease assets	$	136.7	$	129.9
Finance	Other non-current assets	27.7		27.6
Total		$	164.4	$	157.5



Liabilities	Balance Sheet Location	June 27, 2020		December 31, 2019
Current
Operating	Other accrued liabilities	$	32.0	$	32.0
Finance	Current indebtedness	5.8		3.4
Non-Current
Operating	Other non-current liabilities	109.5		101.7
Finance	Long-term debt, less current portion	19.0		21.1
Total		$	166.3	$	158.2

The below table shows our lease assets and liabilities by net foreign exchange gains and losses, which are also included on the Condensed Consolidated Statements of Operations in Other (income) expense, net for all periods presented. When we enter into foreign exchange contracts not designated as hedging instruments to mitigate the impact of exchange rate volatility in the translation of foreign earnings, gains and losses will generally be offset by fluctuations in the U.S. Dollar-translated amounts of each Income Statement account in current and/or future periods.reporting segment (in millions):



	Assets								Liabilities
	Operating				Financing				Operating				Financing
	June 27, 2020		December 31, 2019		June 27, 2020		December 31, 2019		June 27, 2020		December 31, 2019		June 27, 2020		December 31, 2019
CSCA	$	22.0	$	22.4	$	16.2	$	16.8	$	22.2	$	22.8	$	16.3	$	16.6
CSCI	34.7		41.6		5.6		5.8		35.4		42.4		2.5		2.9
RX	32.6		35.1		0.7		0.8		34.0		36.3		0.7		0.8
Unallocated	47.4		30.8		5.2		4.2		49.9		32.2		5.3		4.2
Total	$	136.7	$	129.9	$	27.7	$	27.6	$	141.5	$	133.7	$	24.8	$	24.5

Perrigo Company plc - Item 1

Note 9

Lease expense was as follows (in millions):



	Three Months Ended				Six Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Operating leases⁽¹⁾	$	11.2	$	11.2	$	23.7	$	23.2

Finance leases
Amortization	$	1.1	$	0.7	$	2.2	$	1.3
Interest	0.2		0.1		0.4		0.2
Total finance leases	$	1.3	$	0.8	$	2.6	$	1.5

(1) Includes short-term leases and variable lease costs, which are immaterial.

The ~~classification and amount~~annual future maturities of ~~gain/(loss) recognized in earnings on fair value and cash flow hedging relationships~~our leases as of June 27, 2020 are as follows (in millions):

Three Months Ended
June 29, 2019
Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 1,149.0
$ 718.2
$ 31.2
$ 2.3

The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings $ 0.1
$ (0.2 ) $ —
$ —
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ 0.1
$ (1.1 ) $ —
$ —
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings $ —
$ —
$ (0.4 ) $ —



	Operating Leases		Finance Leases		Total
2020	$	19.3	$	2.4	$	21.7
2021	31.0		6.1		37.1
2022	23.9		3.4		27.3
2023	18.2		1.9		20.1
2024	15.8		1.4		17.2
After 2024	52.2		14.3		66.5
Total lease payments	160.4		29.5		189.9
Less: Interest	18.9		4.7		23.6
Present value of lease liabilities	$	141.5	$	24.8	$	166.3

Our weighted average lease terms and discount rates are as follows:

Six Months Ended
June 29, 2019
Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 2,323.5
$ 1,443.9
$ 59.8
$ 5.5

The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings $ 0.3
$ (1.4 ) $ —
$ —
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ —
$ (2.2 ) $ —
$ —
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings $ —
$ —
$ (1.0 ) $ —



	June 27, 2020		June 29, 2019
Weighted-average remaining lease term (in years)
Operating leases	6.66		6.59
Finance leases	9.68		9.43
Weighted-average discount rate
Operating leases	3.87	%	4.19	%
Finance leases	3.38	%	4.35	%

Our lease cash flow classifications are as follows (in millions):



	Six Months Ended
	June 27, 2020		June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	20.4	$	23.0
Operating cash flows for finance leases	$	0.4	$	0.2
Financing cash flows for finance leases	$	2.0	$	1.4

Leased assets obtained in exchange for new finance lease liabilities	$	2.3	$	7.8
Leased assets obtained in exchange for new operating lease liabilities	$	23.1	$	12.8

~~NOTE 10 – LEASES~~

We adopted ASU 2016-02, Leases, as of January 1, 2019, using the modified retrospective transition approach, with a cumulative-effect adjustment to the opening balance of retained earnings as of the effective date. The financial results reported in periods prior to 2019 are unchanged. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification.

Adoption of the new standard resulted in additional operating lease liabilities and lease assets, including the transition of existing capital lease liabilities and lease assets to finance classification, of approximately $166.5 million and $164.0 million, respectively, as of January 1, 2019. Upon adoption, the difference between the lease assets and lease liabilities partially related to existing deferred lease liabilities reclassified to lease assets and the transition of capital lease assets and liabilities at their carrying values. In addition, historical build-to-suit assets and liabilities were removed on transition and recorded as an adjustment to retained earnings, net of deferred tax impact. The standard did not materially impact our consolidated net income or cash flow classification.

Perrigo Company plc - Item 1

Note 10

We lease certain office buildings, warehouse facilities, vehicles, and plant, office, and computer equipment. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

We evaluate arrangements at inception to determine if lease components are included. An arrangement includes a lease component if it identifies an asset and we have control over the asset. For new leases beginning January 1, 2019 or later, we have elected for all asset classes not to separate lease components from the non-lease components included in an arrangement when measuring the leased asset and leased liability.

Lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for leases on a straight-line basis over the lease term. We apply the portfolio approach to certain groups of computer equipment and vehicle leases when the term, classification, and asset type are identical. The discount rate selected is the incremental borrowing rate we would obtain for a secured financing of the lease asset over a similar term.

Many of our leases include one or more options to extend the lease term. Certain leases also include options to terminate early or purchase the leased property, all of which are executed at our sole discretion. Optional periods may be included in the lease term and measured as part of the lease asset and lease liability if we are reasonably certain to exercise our right to use the leased asset during the optional periods. We generally consider renewal options to be reasonably certain of execution and included in the lease term when significant leasehold improvements have been made by us to the leased assets. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Certain of our lease agreements include contingent rental payments based on per unit usage over contractual levels (e.g., miles driven or machine hours used) and others include rental payments adjusted periodically for market reviews or inflationary indexes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~The balance sheet location of our lease assets and liabilities were as follows (in millions):~~

Assets Balance Sheet Location June 29,
2019
Operating Operating lease assets $ 135.4
Finance Other non-current assets 17.1
Total $ 152.5

Liabilities Balance Sheet Location June 29,
2019
Current
Operating Accrued liabilities $ 32.9
Finance Current indebtedness 1.9
Non-Current
Operating Other non-current liabilities 107.4
Finance Long-term debt, less current portion 11.8
Total $ 154.0

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

~~Note 10~~

~~The below table shows our lease assets and liabilities by reporting segment (in millions):~~

Assets Liabilities
Operating Financing Operating Financing
June 29,
2019 June 29,
2019 June 29,
2019 June 29,
2019
CSCA $ 22.7
$ 8.9
$ 22.9
$ 8.4
CSCI 42.0
6.1
42.9
3.2
RX 37.5
0.3
38.9
0.3
Unallocated 33.2
1.8
35.6
1.8
Total $ 135.4
$ 17.1
$ 140.3
$ 13.7

~~Lease expense was as follows (in millions):~~

Three Months Ended Six Months Ended
June 29,
2019 June 29,
2019
Operating leases^(a)
$ 11.2
$ 23.2

Finance leases
Amortization $ 0.7
$ 1.3
Interest 0.1
0.2
Total finance leases $ 0.8
$ 1.5

~~(a) Includes short-term leases and variable lease costs, which are immaterial.~~

~~Total operating lease expense for the three and six months ended June 30, 2018 was $14.2 million and $26.1 million, respectively.~~

~~The annual future maturities of our leases as of June 29, 2019 are as follows (in millions):~~

Operating Leases Finance Leases Total
2019 $ 19.4
$ 1.2
$ 20.6
2020 34.6
2.3
36.9
2021 24.9
3.6
28.5
2022 18.3
1.2
19.5
2023 14.0
1.0
15.0
After 2023 51.7
7.8
59.5
Total lease payments 162.9
17.1
180.0
Less: Interest 22.6
3.4
26.0
Present value of lease liabilities $ 140.3
$ 13.7
$ 154.0

~~Our weighted average lease terms and discount rates are as follows:~~



	June 29, 2019
~~Weighted-average remaining lease term (in years)~~
~~Operating leases~~	~~6.59~~
~~Finance leases~~	~~9.43~~
~~Weighted-average discount rate~~
~~Operating leases~~	~~4.19~~	%
~~Finance leases~~	~~4.35~~	%

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

~~Note 10~~

~~Our lease cash flow classifications are as follows (in millions):~~

Six Months Ended
June 29,
2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases $ 23.0
Operating cash flows for finance leases $ 0.2
Financing cash flows for finance leases $ 1.4

Leased assets obtained in exchange for new finance lease liabilities $ 7.8
Leased assets obtained in exchange for new operating lease liabilities $ 12.8

NOTE 1110 – INDEBTEDNESS

Total borrowings outstanding are summarized as follows (in millions):


			June 29, 2019			December 31, 2018					June 27, 2020			December 31, 2019
Revolving Credit Agreement
Term loan									Term loan
	2018 Revolver due March 8, 2023		$	325.0		$	—		2019 Term loan due August 15, 2022		$	600.0		$	600.0
Term loan
	2018 Term loan due March 8, 2020⁽¹⁾		323.4			351.3
Notes and Bonds	Notes and Bonds								Notes and Bonds
	Coupon	Due							Coupon	Due
	5.000%	May 23, 2019	—			137.6			3.500%	March 15, 2021	280.4			280.4
	3.500%	March 15, 2021	280.4			280.4			3.500%	December 15, 2021	309.6			309.6
	3.500%	December 15, 2021	309.6			309.6			5.105%	July 28, 2023⁽¹⁾	151.5			151.4
	5.105%	July 28, 2023⁽¹⁾	153.5			154.9			4.000%	November 15, 2023	215.6			215.6
	4.000%	November 15, 2023	215.6			215.6			3.900%	December 15, 2024	700.0			700.0
	3.900%	December 15, 2024	700.0			700.0			4.375%	March 15, 2026	700.0			700.0
	4.375%	March 15, 2026	700.0			700.0			3.150%	June 15, 2030	750.0			—
	5.300%	November 15, 2043	90.5			90.5			5.300%	November 15, 2043	90.5			90.5
	4.900%	December 15, 2044	303.9			303.9			4.900%	December 15, 2044	303.9			303.9
	Total notes and bonds		2,753.5			2,892.5			Total notes and bonds		3,501.5			2,751.4
Other financing	Other financing		87.2			2.8			Other financing		60.7			24.6
Unamortized premium (discount), net	Unamortized premium (discount), net		8.9			12.2			Unamortized premium (discount), net		(0.3		)	7.3
Deferred financing fees	Deferred financing fees		(14.8		)	(16.4		)	Deferred financing fees		(19.4		)	(14.1		)
Total borrowings outstanding	Total borrowings outstanding		3,483.2			3,242.4			Total borrowings outstanding		4,142.5			3,369.2
	Current indebtedness		(398.8		)	(190.2		)	Current indebtedness		(606.5		)	(3.4		)
Total long-term debt less current portion	Total long-term debt less current portion		$	3,084.4		$	3,052.2		Total long-term debt less current portion		$	3,536.0		$	3,365.8

(1) Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate.

We are in compliance with all covenants under our debt agreements as of June ~~29, 2019.~~27, 2020.

Revolving Credit Agreements

On March 8, 2018, we ~~terminated the revolving credit agreement entered into on December 5, 2014 and~~ entered into a $1.0 billion revolving credit agreement maturing on March 8, 2023 (the "2018 Revolver"). ~~During the three months ended June 29, 2019, in anticipation of the Ranir Global Holdings, LLC (“Ranir”) acquisition (refer to~~ ~~Note 18), we borrowed $375.0 million under this facility.~~ There were ~~$325.0 million of~~0 borrowings outstanding under the 2018 Revolver as ofJune ~~29, 2019. There were no borrowings outstanding under the 2018 Revolver as of~~27, 2020 or December 31, ~~2018.~~2019.

Term Loans

On ~~December 5, 2014, Perrigo Finance entered into a term loan agreement consisting of a €500.0 million ($614.3 million) tranche, maturing on December 5, 2019.~~ On March 8, 2018, we refinanced the €350.0 million outstanding under the previous term loan with the proceeds of a new €350.0 million ($431.0 million) term loan, maturing on March 8, 2020 (the "2018 Term Loan"). ~~In addition, as a result of the refinancing during~~During the three months ended March 31, 2018, we recorded a loss of $0.5 million, consisting of the write-off of deferred financing fees in Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations. During theand six months ended June 29, 2019, respectively, we made $12.4 million and $24.7 million in scheduled principal ~~payments~~repayments on the 2018 Term Loan. On August 15, 2019, we refinanced the €284.4 million ($317.1 million) outstanding under the 2018 Term Loan with the proceeds of a new $600.0 million term loan, maturing on August 15, 2022.

Notes and Bonds

2020 Notes

On June 19, 2020, Perrigo Finance Unlimited Company, a public unlimited company incorporated under the laws of Ireland ("Perrigo Finance") and an indirect wholly-owned finance subsidiary of Perrigo whose primary purpose is to finance the business and operations of Perrigo and its affiliates, issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 (the “2020 Notes") and received net proceeds of $737.1 million

Perrigo Company plc - Item 1

Note 1110

after fees and market discount. Interest on the 2020 Notes is payable semi-annually in arrears on June 15 and ~~Bonds~~

~~In connection with~~December 15 of each year, beginning on December 15, 2020. The 2020 Notes will mature on June 15, 2030. The 2020 Notes are governed by a base indenture and a third supplemental indenture (collectively, the ~~Omega acquisition,~~"2020 Indenture"). The 2020 Notes are fully and unconditionally guaranteed on ~~March 30, 2015, we assumed~~ a ~~5.000% retail bond due~~senior unsecured basis by Perrigo and no other subsidiary of Perrigo guarantees the 2020 Notes. There are no restrictions under the 2020 Notes on Perrigo's ability to obtain funds from its subsidiaries. Perrigo Finance may redeem the 2020 Notes in ~~2019~~whole or in part at any time for cash at the make-whole redemption prices described in the ~~amount~~2020 Indenture. On July 6, 2020, the proceeds of ~~€120.0~~the 2020 Notes were used to fund the redemption of Perrigo Finance's $280.4 million ~~($130.7 million). On May 23, 2019 we repaid~~of 3.500% Senior Notes due March 15, 2021 and $309.6 million of 3.500% Senior Notes due December 15, 2021. The balance will be used for general corporate purposes which may include the ~~bond in full.~~repayment or redemption of additional indebtedness.

Other Financing

We have overdraft facilities available that we use to support our cash management operations. We report any balances outstanding in the above table under "Other financing". The balance outstanding under the facilities was ~~$73.9~~$1.5 million atas of June ~~29, 2019.~~27, 2020. There were no0 borrowings outstanding under the facilities as of December 31, ~~2018.~~2019.

We incurred debt of $35.0 million related to our equity method investment in Kazmira pursuant to 2 Promissory Notes, with $4.0 million to be settled in November 2020, $6.0 million to be settled in May 2021, and the remaining balance of $25.0 million to be settled in November 2021 (refer to Note 7).

We have financing leases that are reported in the above table under "Other financing" (refer to Note 109).

NOTE 1211 – EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY

Earnings per Share

A reconciliation of the numerators and denominators used in the basic and diluted earnings per share ("EPS") calculation is as follows (in millions):


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018		June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Numerator:
Net income	$	9.0	$	36.2	$	72.9	$	117.0	$	60.6	$	9.0	$	167.0	$	72.9

Denominator:
Weighted average shares outstanding for basic EPS	136.0		138.1		136.0		139.5		136.4		136.0		136.3		136.0
Dilutive effect of share-based awards	0.5		0.6		0.3		0.5		1.1		0.5		1.0		0.3
Weighted average shares outstanding for diluted EPS	136.5		138.7		136.3		140.0		137.5		136.5		137.3		136.3

Anti-dilutive share-based awards excluded from computation of diluted EPS	1.7		1.7		1.8		0.9		1.5		1.7		1.5		1.8

Shareholders' Equity

Share Repurchases

~~Following the expiration of our 2015 share repurchase plan authorization, in~~In October 2018, our Board of Directors authorized up to $1.0 billion of share repurchases with no expiration date, subject to the Board of Directors’ approval of the pricing parameters and amount that may be repurchased under each specific share repurchase program. We did not repurchase any shares during the three and six months ended June 27, 2020 and June 29, 2019. ~~During the three and six months ended June 30, 2018, we repurchased 2.0 million and 3.3 million ordinary shares~~

Perrigo Company plc - Item 1

Note 12

~~at an average repurchase price of $79.42 and $80.42 per share, for a total of $156.9 million and $265.0 million, respectively.~~

NOTE 1312 – 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			Post-Retirement and Pension Liability Adjustments, net of tax			Total AOCI
Balance at December 31, 2019	$	12.7		$	132.9		$	(6.2	)	$	139.4
OCI before reclassifications	(8.3		)	(51.9		)	(3.1		)	(63.3		)
Amounts reclassified from AOCI	(1.8		)	46.4			—			44.6
Other comprehensive income (loss)	$	(10.1	)	$	(5.5	)	$	(3.1	)	$	(18.7	)
Balance at June 27, 2020	$	2.6		$	127.4		$	(9.3	)	$	120.7

NOTE 1413 – 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 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
15.6	%	66.6	%	10.5	%	32.5	%

The effective tax rate for the three and six months ended June ~~29, 2019increased~~27, 2020 decreased compared to the prior ~~year~~ period primarily due ~~primarily~~ to ~~changes~~additional interest and depreciation deductions provided for in the ~~jurisdictional mix~~U.S. Coronavirus Aid, Relief, and Economic Security ("CARES") Act and the exclusion of ~~pre-tax book income and~~ a ~~$27.8 million reduction~~one-time impairment to definite lived intangibles recorded in ~~pre-tax income due to an impairment charge related to a definite-lived intangible asset.~~2019.

We recorded a valuation allowance against all U.S. deferred tax assets as of December 31, 2016. We have continued to maintain a full valuation allowance against all U.S. deferred tax assets since and intend to continue maintaining this valuation allowance until there is sufficient evidence to support the reversal of all or some portion of these allowances. Given our current earnings and anticipated future earnings, we believe there is a reasonable possibility that within the next twelve months, sufficient positive evidence may become available that all or a portion of the valuation allowance against the U.S. deferred tax assets will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense in the period of the release. The ~~effective~~exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we actually achieve.

IRS Audit of Fiscal Years Ended June 29, 2013, June 28, 2014, and June 27, 2015

In connection with its audits of Perrigo Company, a Michigan corporation and wholly-owned indirect subsidiary of Perrigo Company plc, for the fiscal years ended June 29, 2013, June 28, 2014, and June 27, 2015 the IRS issued a draft Notice of Proposed Adjustment ("NOPA") on August 22, 2019, reducing Perrigo Company’s deductible interest expense for fiscal tax years 2014-2015 on $7.5 billion in debts owed by it to Perrigo Company plc. A final NOPA was issued in early May 2020 without change. The debts were incurred in connection with the Elan merger transaction in 2013. The final NOPA caps the interest rate on the debts for U.S. federal tax purposes at 130.0% of the Applicable Federal Rate (a blended rate reduction of 4.0% per annum), on the stated ground that the loans were not negotiated on an arms’-length basis. The final NOPA proposes a reduction in gross interest expense of approximately $480.0 million for fiscal years 2014 and 2015. If the IRS were to prevail in its proposed adjustment, the Company estimates an increase in tax expense of approximately $170.0 million, excluding interest and penalties, for fiscal years ended June 28, 2014 through June 27, 2015. In addition, we expect the IRS to seek similar adjustments for the period from June 28, 2015 through December 31, 2018 with potential section 163(j) carryover impacts beyond December 2018. If those further adjustments were sustained, based on preliminary calculations and subject to further analysis, the Company's current best estimate is that the additional tax expense will not exceed $200.0 million, excluding interest and penalties. No further adjustments beyond this period are expected. The Company strongly disagrees with the IRS position, as reflected in its detailed written response to the

Perrigo Company plc - Item 1

Note 13

draft NOPA on September 20, 2019. At this stage, we are unable to estimate the liability, if any, associated with this matter.

IRS Audit of Fiscal Years ended June 27, 2009, June 26, 2010, June 25, 2011, and June 30, 2012

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 IRS, plus statutory interest thereon from the dates of payment, for the fiscal tax 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). In response to our complaint, the United States District Court for Western District of Michigan scheduled a trial date for late May 2020 which has been delayed due to the ongoing COVID-19 pandemic. The IRS audits of those years culminated in the issuances of two statutory notices of deficiency: (1) on August 27, 2014 for the 2009 and 2010 tax years and (2) on April 20, 2017 for the 2011 and 2012 tax years. The statutory notices of deficiency both included un-agreed income adjustments related principally to transfer pricing adjustments regarding the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States. In addition, the statutory notice of deficiency for the 2011 and 2012 tax years included the capitalization of certain expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits. We fully paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and filed timely claims for refund on June 11, 2015 and June 7, 2017 for the 2009-2010 tax years and 2011-2012 tax years, respectively. Upon the disallowance of such refund claims, we timely filed the above complaint, which 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, for a total of $163.6 million. 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 total cumulative deferred charge that the Company is seeking to receive in this litigation is approximately $101.8 million, which reflects (i) a deduction of $29.7 million from the total reflected above due to overpayments credited to succeeding years and (ii) the impact of a previously conceded royalty due to Perrigo U.S. on all omeprazole sales that equates to 24.0% of the above refund claims. That 24.0% concession would also apply to any omeprazole adjustments that may be asserted by the IRS for future years.

IRS Audit of Fiscal Years Ended December 31, 2011, December 31, 2012, and December 31, 2013

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, December 31, 2012, and December 31, 2013. The NOPA carries forward the IRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the ~~six months ended June 29, 2019increased compared~~right to exploit Athena’s intellectual property, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax and a 40.0% penalty. This amount excludes consideration of offsetting tax attributes and any potential interest that may be imposed. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. Accordingly, on April 14, 2020, we filed a request for Competent Authority Assistance with the IRS and we are waiting for notification of its acceptance. 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 NOPA from the IRS regarding the deductibility of litigation costs related to the ~~prior year period due primarily to changes~~IRS audit of Athena for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. We strongly disagree with the IRS’s position asserted in the ~~jurisdictional mix~~NOPA and are contesting it.

Irish Revenue Audit of ~~pre-tax book income~~.Fiscal Years Ended December 31, 2012 and December 31, 2013

On October ~~31,~~30, 2018, we received an audit finding letter from the Irish Office of the Revenue Commissioners (“Irish Revenue”) for the years ended December 31, 2012 and December 31, 2013. The audit finding letter relates to the tax treatment of the 2013 sale of the Tysabri^® intellectual property and other assets related to Tysabri^® to Biogen Idec 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 Amended

Perrigo Company plc - Item 1

Note 13

Assessment (“NoA”) on November 29, 2018 which assesses an Irish corporation tax liability against Elan Pharma in the amount of €1,636 million, not including interest or any applicable penalties.

We strongly disagree with this assessment and believe that the NoA is without merit and incorrect as a matter of law. We 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,~~In connection with that, Elan Pharma was ~~on February 25, 2019,~~ granted leave by the Irish High Court on February 25, 2019 to seek judicial review of the issuance of the NoA by Irish Revenue. 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~~held a hearing in ~~this judicial review proceeding in April~~June 2020 ~~and we would expect a decision in this matter in the second half of 2020. If we are ultimately successful in~~regarding the judicial review proceedings and we are now awaiting the Court's judgment. If the judgment is favorable, 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. If the judicial review proceedings are ultimately unsuccessful in establishing that Irish Revenue's issuance of the NoA breached our legitimate expectations, Elan Pharma will reactivate its appeal to challenge the merits of the NoA before the Tax Appeals Commission.

~~On August 15, 2017, we filed a complaint in the United States District Court for the Western District~~Israel Tax Authority Audit of Michigan to recover $163.6 million of Federal income tax, penalties, and interest assessed and collected by the 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 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 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.

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, andFiscal Year Ended 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 and the~~Calendar Years Ended December 31, 2015 through December 31, 2017

The Israel Tax Authority is ~~now~~ auditing our fiscal year ended June 27, 2015, and calendar years ended December 31, 2015, December 31, 2016 and December 31, 2017.

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

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statute of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions - one or more of which may occur within the next twelve months - it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those recorded as of June 27, 2020. However, we are not able to estimate a reasonably possible range of how these events may impact our unrecognized tax benefits in the next twelve months.

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

~~Note 15~~

NOTE 1514 – 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 ~~29, 2019,~~27, 2020, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows.

Price-Fixing Lawsuits

Perrigo is a defendant in several cases in the generic pricing multidistrict litigation MDL No. 2724 (United States District Court for Eastern District of Pennsylvania). This multidistrict litigation, which has many cases that do not include Perrigo, includes class action and opt-out cases for federal and state antitrust claims, as well as complaints filed by various of the States alleging violations of state antitrust laws.

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Note 14

On July 14, 2020, the court issued an order designating the following cases to proceed on a more expedited basis than the other cases in MDL No. 2724: (a) the States’ May 2019 case alleging an overarching conspiracy involving more than 120 products (which does not name Perrigo a defendant) and (b) class actions alleging “single drug” conspiracies involving Clomipramine, Pravastatin, and Clobetasol. Perrigo is a defendant in the Clobetasol cases but not the others.

Class Action Complaints

(a) Single Drug Conspiracy Class Actions

We have been named as a co-defendant with certain other generic pharmaceutical manufacturers in a number of class actions alleging ~~that we and other manufacturers of the same product engaged in anti-competitive behavior~~single-product conspiracies to fix or raise the prices of certain drugs and/or allocate customers for those products starting, in some instances, as early as June 2013. The class actions were filed on behalf of putative classes of (a) direct purchasers, (b) end payors, and (c) indirect resellers. The products in question are Clobetasol gel, Desonide, and Econazole. The court denied motions to dismiss each of the complaints alleging “single drug” conspiracies involving Perrigo, and the cases are proceeding in discovery. As noted above, the Clobetasol cases have been designated to proceed on a more expedited schedule than the other cases. That schedule has not yet been set.

(b) “Overarching Conspiracy” Class Actions

The same ~~class plaintiffs~~3 putative classes, including (a) direct purchasers, (b) end payors, and (c) indirect resellers, have filed 2 sets of class action complaints ~~naming us~~alleging that Perrigo and other manufacturers (and some individuals) entered into an “overarching conspiracy” that involved allocating customers, rigging bids and raising, maintaining, and fixing prices for various products. Each class brings claims for violations of Sections 1 and 3 of the Sherman Antitrust Act as ~~a co-defendant, along with~~well as several state antitrust and consumer protection statutes.

Filed in June 2018, and later amended in December 2018 (with respect to direct purchasers) and April 2019 (with respect to end payors and indirect resellers), the first set of “overarching conspiracy” class actions include allegations against Perrigo and approximately 27 other manufacturers ~~alleging an overarching conspiracy~~involving 135 drugs with allegations dating back to ~~fix or raise the prices~~March 2011. The allegations against Perrigo concern only 2 formulations (cream and ointment) of ~~15 generic prescription pharmaceutical products starting in 2011. Perrigo manufactures only two~~1 of the products at issue, ~~Nystatin~~Nystatin. The court denied motions to dismiss the first set of “overarching conspiracy” class actions, and they are proceeding in discovery. None of these cases are included in the group of cases on a more expedited schedule pursuant to the court’s July 14, 2020 order.

In December 2019, both the end payor and indirect reseller class plaintiffs filed a second set of "overarching conspiracy” class actions against Perrigo, dozens of other manufacturers of generic prescription pharmaceuticals, and certain individuals dating back to July 2009 (end payors) or January 2010 (indirect resellers). The Direct Purchaser plaintiffs filed their second round overarching conspiracy complaint in February 2020 with claims dating back to July 2009. This second set of overarching complaints allege conspiracies relating to the sale of various products that are not at issue in the earlier-filed overarching conspiracy class actions, the majority of which Perrigo neither makes nor sells. The indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Imiquimod cream, Desonide cream and ~~Nystatin ointment.~~ointment, and Hydrocortisone Valerate cream. The end payor and direct purchaser complaints allege that Perrigo conspired in connection with its sale of the following drugs: Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Halobetasol Proprionate, Hydrocortisone Valerate, Permethrin, and Triamcinolone Acetonide. Perrigo has not yet responded to the complaints, and responses are currently stayed.

~~We have also been~~On March 11, 2020, the indirect reseller plaintiffs filed a motion to amend their second round December 2019 complaint. The proposed amended complaint adds additional products and allegations to the original complaint. Perrigo is discussed in connection with allegations concerning 1 additional drug, Betamethasone Dipropionate lotion. Responses to this complaint are currently stayed pending court order.

Opt-Out Complaints

On January 22, 2018, Perrigo was named a co-defendant along with 35 other manufacturers in a complaint filed by ~~three~~3 supermarket chains alleging that defendants conspired to fix prices of 31 generic prescription

Perrigo Company plc - Item 1

Note 14

pharmaceutical products starting in 2013. On December 21, 2018, an amended complaint was filed that adds additional products and allegations against a total of 39 manufacturers for 33 products. The only allegations specific to usPerrigo relate to Clobetasol, Desonide, Econazole, Nystatin cream, and Nystatin ointment. Perrigo moved to dismiss this complaint on February 21, 2019. The motion was denied on August 15, 2019. The case is proceeding in discovery. On February 3, 2020, the plaintiffs requested leave to file a second amended complaint. The proposed amended complaint adds dozens of additional products and allegations to the original complaint. Perrigo is discussed in connection with allegations concerning an additional drug, Fenofibrate. Defendants opposed the motion for leave to file a second amended complaint and the court has yet to rule on the issue.

On August 3, 2018, a large managed care organization filed a complaint against usPerrigo alleging price-fixing and customer allocation concerning 17 different products among 27 manufacturers including Perrigo. The only allegations specific to usPerrigo concern Clobetasol. Perrigo moved to dismiss this complaint on February 21, 2019. Plaintiff filed a second amended complaint in April 2019 that adds additional products and allegations. The amended allegations that concern Perrigo include: Clobetasol, ~~gel,~~ Desonide, Econazole, ~~Nystatin cream,~~ and ~~Nystatin ointment.~~Nystatin. The motion to dismiss was denied on August 15, 2019. The case is proceeding in discovery.

~~Most recently, on~~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 usPerrigo concern Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed.

On July 18, 2019, 87 health plans filed a Praecipe to Issue Writ of Summons in Pennsylvania state court to commence an action against 53 generic pharmaceutical manufacturers and 17 individuals, alleging antitrust violations concerning generic pharmaceutical drugs. While Perrigo was named as a defendant, no complaint has been filed and the precise allegations and products at issue have not been identified. Proceedings in the case, including the filing of a complaint, have been stayed at the request of the plaintiffs.

~~Certain complaints listed above were amended in~~On December ~~2017, January 2018,~~11, 2019, a health care service company filed a complaint against Perrigo and ~~April 2019. All of the above complaints have been consolidated for pretrial proceedings, along with complaints filed against~~38 other pharmaceutical companies alleging ~~price fixing with respect~~an overarching conspiracy to ~~more than two dozen~~fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other ~~drugs, as part of a case captioned~~ ~~In re Generic Pharmaceuticals Pricing Antitrust Litigation,~~ ~~MDL No. 2724 in~~multi-district litigation ("MDL") complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream/ointment. Perrigo has not yet responded to the ~~U.S. District Court for the Eastern District of Pennsylvania.~~complaint, and responses are currently stayed.

~~Pursuant~~On December 16, 2019, a Medicare Advantage claims recovery company filed a complaint against Perrigo and 39 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the ~~court’s schedule staging various cases~~same products as those involved in ~~phases, we moved to dismiss the~~other MDL complaints ~~relating to~~naming Perrigo: Clobetasol, Desonide, and Econazole. The ~~court issued a decision denying~~complaint was originally filed in the ~~motions in part in October 2018 and issued a second decision in February 2019 dismissing various state law claims,~~District of Connecticut but ~~allowing other state law claims~~will be consolidated into the MDL. Perrigo has not yet had the opportunity to ~~proceed. We filed answers~~respond to the complaint, and responses are currently stayed.

On December 23, 2019, several counties in New York filed an amended complaint against Perrigo and 28 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, ~~gel complaints on December 31, 2018. We~~Desonide, Econazole, and Nystatin. The complaint was originally filed ~~answers~~in New York State court but was removed to federal court and will likely be consolidated into the MDL. Perrigo has not yet responded to the ~~Desonide~~complaint, and ~~Econazole complaints on March 15, 2019.~~responses are currently stayed.

~~Motions~~On December 27, 2019, a healthcare management organization filed a complaint against Perrigo and 25 other pharmaceutical companies alleging an overarching conspiracy to ~~dismiss certain~~fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints ~~listed above were~~naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed ~~on February 21, 2019. Plaintiffs’ oppositions were due on May 2, 2019~~originally in the Northern District of California but will be consolidated into the MDL. Perrigo has not yet responded to the complaint, and defendants’ replies were filed on June 13, 2019. Certain deposition discovery is allowed to proceed as of the 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.responses are currently stayed.

Perrigo Company plc - Item 1

Note 1514

On March 1, 2020, Harris County of Texas filed a complaint against Perrigo New York, Inc. and 29 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The products at issue that plaintiffs claim Perrigo manufacturers or sells include: Adapalene, Betamethasone Dipropionate, Ciclopirox, Clindamycin, Clobetasol, Desonide, Econazole, Ethinyl Estradiol/Levonorgestrel, Fenofibrate, Fluocinolone, Fluocinonide, Gentamicin, Glimepiride, Griseofulvin, Halobetasol Propionate, Hydrocortisone Valerate, Ketoconazole, Mupirocin, Nystatin, Olopatadine, Permethrin, Prednisone, Promethazine, Scopolamine, and Triamcinolone Acetonide. The complaint was originally filed in the Southern District of Texas but has been transferred to the MDL. Harris County amended its complaint in May 2020. Perrigo has not yet responded to the complaint, and responses are currently stayed.

In May 2020, 7 health plans filed a writ of summons in the Pennsylvania Court of Common Pleas in Philadelphia concerning an as-yet unfiled complaint against Perrigo, 3 dozen other manufacturers, and 17 individuals, concerning alleged antitrust violations in connection with the pricing and sale of generic prescription pharmaceutical products. No complaint has yet been filed, so the precise allegations and products at issue are not yet clear. In addition, Defendants are in the process of being served, and proceedings in the case will likely be stayed.

On June 9, 2020, a health insurance carrier filed a complaint against Perrigo New York, Inc. and 25 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed in the Eastern District of Pennsylvania and will be transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.

State Attorney General Complaint

On June 10, 2020, the Connecticut Attorney General’s office filed a lawsuit on behalf of Connecticut and 50 other states and territories against Perrigo, and 35 other generic pharmaceutical manufacturers, and certain individuals (including 1 former and 1 current Perrigo employee), alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of eighty products. The allegations against Perrigo focus on the following drugs: Adapalene Cream, Ammonium Lactate cream and lotion, Betamethasone dipropionate lotion, Bromocriptine tablets, Calcipotriene Betamethasone Dipropionate (Cal Beta Dip) Ointment, Ciclopirox cream and solution, Clindamycin solution, Desonide cream and ointment, Econazole cream, Erythromycin Base Alcohol solution, Fluticasone cream and lotion, Halobetasol cream and ointment, Hydrocortisone Acetate suppositories, Hydrocortisone Valerate cream, Imiquimod cream, Methazolamide tablets, Nystatin ointment, Prochlorperazine suppositories, Promethazine HCL suppositories, Tacrolimus ointment, and Triamcinolone cream and ointment. The Complaint was filed in the District of Connecticut, but is being transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.

Canadian Class Action Complaint

In June 2020, an end payor filed a class action in Ontario, Canada against Perrigo and 29 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. Perrigo has not yet responded to the complaint.

At this stage, we cannot reasonably estimate the outcome of the liability if any, associated with the claims listed above.

Securities Litigation

In the United States (cases related to events in 2015-2017)

On May 18, 2016, a shareholder filed a securities case against us and our former CEO, Joseph Papa, in the U.S. District Court for the District of New Jersey (Roofers’ Pension Fund v. Papa, et al.)). The plaintiff purported to represent a class of shareholders for the period from April 21, 2015 through May 11, 2016, inclusive. The original

Perrigo Company plc - Item 1

Note 14

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 alal..). 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 Fundcase and the Wilson case. In the amended complaint, the lead plaintiffs seek to represent ~~three~~3 classes of ~~shareholders -~~shareholders: (i) shareholders who purchased shares during the period from April 21, 2015 through May 3, 2017 on the U.S. exchanges; (ii) shareholders who purchased shares during the same period on the Tel Aviv exchange; and (iii) shareholders who owned shares on 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) 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‑~~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~~6 generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri^® royalty stream. The amended complaint does not include an estimate of damages. During 2017, the defendants filed motions to dismiss, which the plaintiffs 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~~^®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 Papa, and Judy Brown. The claims (described above) that were not dismissed relate to the integration issues regarding the Omega acquisition, the defense against the Mylan tender offer, and the alleged price fixing activities with respect to ~~six~~6 generic prescription pharmaceuticals. The defendants who remain in the case (the Company, Mr. Papa, and Ms. Brown) have filed answers denying liability, and the discovery stage of litigation has begun. We intend to defend the lawsuit vigorously.

On November 1,14, 2019, the court granted the lead plaintiffs’ motion and certified 3 classes for the case: (i) all those who purchased shares between April 21, 2015 through May 2, 2017 ~~Carmignac Gestion, S.A.,~~inclusive on a U.S. exchange and were damaged thereby; (ii) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on the Tel Aviv exchange and were damaged thereby; and (iii) all those who owned shares as of November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (whether or not a person tendered shares in response to the Mylan tender offer) (the "tender offer class"). Defendants filed a ~~securities lawsuit against 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~~petition for leave to appeal in the Third Circuit challenging the certification of the tender offer class. On April 30, 2020, the Third Circuit denied leave to appeal. The District Court has approved the issuance of a notice of the pendency of the class action.

Unless otherwise noted, each of the lawsuits discussed in the following sections is ~~not a securities class action. The case is styled~~ ~~Carmignac Gestion, S.A. v. Perrigo Company plc, et al., and was filed~~pending in the U.S. District Court for the District of New ~~Jersey.~~Jersey and has been assigned to the same judges hearing the Roofers’ Pension Fund case. The ~~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~~allegations in the ~~individual defendants. In general, the plaintiff’s allegations focus on~~complaints relate to events during certain portions of the 2015 through 2017 calendar years, including the period ~~from April 2015 through April 2016. Plaintiff contends that~~of the ~~defendants provided~~Mylan tender offer. All but one of these lawsuits allege violations of

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Note 1514

~~inadequate disclosure throughout~~federal securities laws, but none are class actions. NaN lawsuit (Highfields) alleges only state law claims. We intend to defend all these lawsuits vigorously.

Carmignac, First Manhattan and Similar Cases. The following 7 cases were filed by the same law firm and generally make the same factual assertions but, at times, differ as to which securities laws violations they allege:



Case	Date Filed
Carmignac Gestion, S.A. v. Perrigo Company plc, et al.	11/1/2017
First Manhattan Co. v. Perrigo Company plc, et al.	2/16/2018; amended 4/20/2018
Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al.	10/29/2018
Schwab Capital Trust, et al. v. Perrigo Company plc, et al.	1/31/2019
Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al.	2/22/2019
Principal Funds, Inc., et al. v. Perrigo Company plc, et al.	3/5/2020
Kuwait Investment Authority, et al. v. Perrigo Company plc, et al.	3/31/2020

The original complaints in the Carmignac case and the First Manhattan case named Perrigo, Mr. Papa, Ms. Brown, and Mr. Coucke as defendants. Mr. Coucke was dismissed as a defendant after the plaintiffs agreed to apply the July 2018 ruling in the Roofers' Pension Fund case to these two cases. The complaints in each of the other cases name only Perrigo, Mr. Papa, and Ms. Brown as defendants.

Each complaint asserts claims under Sections 10(b) (and Rule 10b-5 thereunder) and all cases except Aberdeen assert claims under Section 14(e) of the Securities Exchange Act against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. The control person claims against the individual defendants are limited to the period from April 2015 through April 2016 in the Carmignac case. The complaints in the Carmignac and First Manhattan cases also assert claims under Section 18 of the Exchange Act.

Each complaint alleges inadequate disclosures concerning the valuation and integration of Omega, the financial guidance we provided, ~~by us during that period,~~ our reporting about the generic prescription pharmaceutical business and its prospects, and the activities surrounding the efforts to defeat the Mylan tender offer during ~~2015.~~2015, and, in each of the cases other than Carmignac, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals. The First Manhattan complaint also alleges improper accounting for the Tysabri^® asset. With the exception of Carmignac, each of these cases relates to events during the period from April 2015 through May 2017. Many of the allegations in ~~this case~~these cases overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case, ~~described above. The plaintiff does~~though the Nationwide Mutual, Schwab Capital, Aberdeen, Principal Funds and Kuwait complaints do not ~~provide an estimate of damages.~~ include the factual allegations that the court dismissed in the July 2018 ruling in the Roofers' Pension Fund case.

After the court issued its July 2018 opinion in the Roofers’ Pension Fund case, ~~(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~~Carmignac ~~case, the parties~~and First Manhattan conferred and agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in ~~this case~~their cases. The later filed cases adopted a similar posture. The defendants in the Carmignac and ~~the remaining defendants (the Company, Mr. Papa, and Ms. Brown)~~other cases listed above filed ~~a motion~~motions to dismiss addressing the additional allegations in ~~this case.~~such cases. On July 31, 2019, the court granted ~~the motion~~such motions to dismiss in part and denied itthem in part. That ruling applies to each of the above cases. The defendants have filed (or with respect to the most recent cases intend to file) answers in each case denying liability. Each case other than Kuwait Investment Authorityis ~~now~~currently in the discovery ~~phase. We intend~~phase, and the plaintiffs in the latter case are expected to ~~defend~~participate in discovery activities with the ~~lawsuit vigorously.~~other plaintiffs.

Perrigo Company plc - Item 1

Note 14

Mason Capital, Pentwater and Similar Cases. The following 8 cases were filed by the same law firm and generally make the same factual allegations:



Case	Date Filed
Mason Capital L.P., et al. v. Perrigo Company plc, et al.	1/26/2018
Pentwater Equity Opportunities Master Fund Ltd., et al. v. Perrigo Company plc, et al.	1/26/2018
WCM Alternatives: Event-Drive Fund, et al. v. Perrigo Co., plc, et al.	11/15/2018
Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al.	11/15/2018
Discovery Global Citizens Master Fund, Ltd., et al. v. Perrigo Co. plc, et al.	12/18/2019
York Capital Management, L.P., et al. v. Perrigo Co. plc, et al.	12/20/2019
Burlington Loan Management DAC v. Perrigo Co. plc, et al.	2/12/2020
Universities Superannuation Scheme Limited v. Perrigo Co. plc, et al.	3/2/2020

The complaints in the Mason Capital case and the Pentwater case originally named Perrigo and 11 current or former directors and officers of Perrigo as defendants. In the July 2018 Roofers’ Pension Fund ruling, the court dismissed without prejudice each of the defendants other than Perrigo, Mr. Papa and Ms. Brown from that case; these plaintiffs later agreed that this ruling would apply to their cases as well. The complaints in each of the other cases in the above table name only Perrigo, Mr. Papa, and Ms. Brown as defendants.

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~~Each complaint asserts claims under Section 14(e) of the Securities Exchange Act ~~sections 10(b) (and Rule 10b-5) and 18~~ against all defendants, as well as ~~20(a)~~ control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. ~~In general,~~The complaints in the ~~plaintiff’s allegations focus on events~~WCM case and the Universities Superannuation Scheme case also assert claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

Each complaint alleges inadequate disclosure during the tender offer period ~~from April~~in 2015 ~~through May 2017. Plaintiff contends that the defendants provided inadequate disclosure~~and 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~~6 generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^®asset. The WCM complaint also makes these allegations for the period through May 2017 and the Universities Superannuation Scheme complaint also concerns certain times during 2016. Many of the factual allegations in ~~this case~~these cases overlap with the allegations of the June 2017 amended complaint in the ~~Roofers'~~Roofers’ Pension Fund case, and the Mason Capital and Pentwater cases include factual allegations similar to those in the Carmignac case described above. ~~The plaintiff does not provide an estimate of damages.~~

~~On January 26, 2018, two different plaintiff groups (the Mason Capital group~~ Harel Insurance and ~~the Pentwater group) each~~ TIAA-CREF Cases. The following 2 cases were filed ~~a lawsuit against us and~~by the same ~~individuals who are defendants~~law firm and generally make the same factual allegations relating to the period from February 2014 through May 2017 (in the Harel case) and from August 2014 through May 2017 (in the TIAA-CREF case):



Case	Date Filed
Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al.	2/13/2018
TIAA-CREF Investment Management, LLC., et al. v. Perrigo Company plc, et al.	4/20/2018

The complaints in the ~~amended complaint~~Harel and TIAA-CREF cases originally named Perrigo and 13 current or former directors and officers of Perrigo as defendants (adding 2 more individual defendants not sued in the ~~securities class action case~~other cases described ~~above (~~in this section). In the July 2018 Roofers’ Pension Fund ~~case). The same law firm represents~~ruling, the court dismissed without prejudice 8 of the 11 defendants other than Perrigo, Mr. Papa and Ms. Brown from that case. These plaintiffs later agreed that that ruling would apply to these ~~two plaintiff groups,~~cases as well and also dismissed their claims against the two ~~complaints are substantially similar. These two cases are not securities class actions. One case is styled~~ additional individuals that only these plaintiffs had named as defendants.

Each complaint asserts claims under Sections 10(b) and 14(e) of the Securities Exchange Act and Rule 10b-5 thereunder against all defendants, as well as control person liability under Section 20(a) of the Securities

~~Mason Capital L.P., et al. v.~~ Perrigo Company plc ~~et al., and was filed~~ - Item 1

Note 14

Exchange Act against the individual defendants. The complaint in the ~~U.S. District Court~~Harel case also asserts claims based on Israeli securities laws.

Each of the complaints alleges inadequate disclosure around the tender offer events in 2015 and at various times during the relevant periods concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals, and alleged improper accounting for the ~~District~~Tysabri^® asset from February 2014 until the withdrawal of ~~New Jersey. The other case is styled~~ past financial statements in April 2017.

~~Pentwater Equity Opportunities Master Fund Ltd., et al. v. Perrigo Company plc, et al., and also was filed~~After the court issued its July 2018 opinion in the ~~U.S. District Court for~~Roofers’ Pension Fund case, the ~~District of New Jersey. Both~~parties in the Harel and TIAA-CREF cases ~~are assigned~~conferred and agreed that such ruling would apply equally to the ~~same federal judge that~~common allegations in their cases. The defendants in each of these cases have filed answers denying liability, and each of the cases is ~~hearing~~currently in the ~~class action~~discovery phase.

Other Cases Related to Events in 2015-2017. Certain allegations in the following 3 cases also overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case and with allegations in one or more of the other individual cases described in the sections above:



Case	Date Filed
Sculptor Master Fund (f/k/a OZ Master Fund, Ltd.), et al. v. Perrigo Company plc, et al.	2/6/2019
Highfields Capital I LP, et al. v. Perrigo Company plc, et al.	6/4/2020
BlackRock Global Allocation Fund, Inc., et al. v. Perrigo Co. plc, et al.	4/21/2020

Each of the above (complaints names Perrigo, Mr. Papa, and Ms. Brown as defendants.

The Sculptor Master Fund (formerly OZ) complaint asserts claims under Sections 10(b) and 14(e) of the Securities Exchange Act and Rule 10b-5 thereunder against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. The parties have agreed that the court's rulings in July 2018 in the Roofers' Pension Fund case and in July 2019 in the Carmignacand related cases will apply to this case as well. The defendants have filed answers denying liability. The plaintiffs are participating in the discovery proceedings in the ~~Manning & Napier~~Roofers' Pension Fund~~). Each~~ case and the various individual cases described above.

The BlackRock Global complaint also asserts claims under Securities Exchange Act ~~sections~~section 10(b) (and SEC Rule 10b-5) and section 14(e) ~~(related to tender offer disclosures)~~ against all defendants ~~as well as~~and section 20(a) control person ~~liability~~claims against the individual ~~defendants. In general,~~defendants largely based on the ~~plaintiffs' allegations describe~~same 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 valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to ~~six~~6 generic prescription pharmaceuticals, alleged lower performance in the generic prescription drug business during 2015 and alleged improper accounting for the ~~Tysabri~~^®Tysabri® 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 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 these cases conferred about how these cases should proceed.~~ The parties ~~agreed that~~have begun discussions about the ~~ruling in the~~ ~~Roofers’ Pension Fund~~schedule for how this case would apply equally to the common allegations in these cases. 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 lawsuits vigorously.should proceed.

~~Perrigo Company plc~~The ~~- Item 1~~Highfields

~~Note 15~~

~~On February 13, 2018, a group~~federal case complaint asserted claims under Sections 14(e) and 18 of ~~plaintiff investors affiliated with Harel Insurance Investments & Financial Services, Ltd. filed a lawsuit~~the Securities Exchange Act against ~~us and~~all defendants, as well as control person liability under Section 20(a) of the ~~same individuals who are defendants in~~Securities Exchange Act against 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~~individual defendants. As originally filed in the U.S. District Court for the District of ~~New Jersey and is assigned to~~Massachusetts, the ~~same federal judge that is hearing the class action cases and the four other individual cases described above (Carmignac~~, ~~Manning & Napier~~, ~~Mason Capital, and~~ ~~Pentwater). The~~ ~~Harel Insurance Company~~ Highfields complaint ~~asserts~~also alleged 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^® 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.

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^® ~~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.

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 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^® 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 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 a~~l., 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 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 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 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 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 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~~ ~~and~~other 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),~~93A) and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. ~~In general,~~The factual allegations generally were similar to 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~~factual allegations in ~~this case overlap with~~ the ~~allegations of the June 2017 amended complaint~~Amended Complaint in the ~~Roofer’s~~Roofers' Pension Fund case described above, except that the Highfields plaintiffs did not include allegations about alleged collusive pricing of generic prescription drugs. In March 2020, the District of Massachusetts court granted defendants’ motion and ~~with allegations in one or more of~~transferred 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~~activities in ~~this~~the case ~~can be coordinated~~could proceed in tandem 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.~~Jersey described above. After the transfer, in June 2020, the Highfields plaintiffs voluntarily dismissed their federal lawsuit. The ~~case was assigned to~~same Highfields plaintiffs the same ~~judge hearing the class action case and the twelve other opt-out cases pending~~day then filed a new lawsuit 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~~Massachusetts State Court asserting the same factual ~~assertions~~allegations as in their federal lawsuit and alleging only Massachusetts state law claims under 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~~Massachusetts Unfair Business Methods Law (chapter 93A) and Massachusetts common law claims of ~~the allegations in this case also overlap~~tortious interference 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 prospective economic~~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 1514

advantage, common law fraud, negligent misrepresentation, and unjust enrichment. Defendants have until September 2020 to move to dismiss the claims or to answer.

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~~NaN cases were filed; ~~one~~1 was voluntarily dismissed in each of 2017 and 2018 and ~~one~~1 was stayed in 2018. We are consulting Israeli counsel about our response to these allegations and we intend to defend this case vigorously.

On June 28, 2017, a plaintiff filed a complaint in Tel Aviv District Court styled Israel Elec. Corp. Employees’ Educ. Fund v. Perrigo Company plc, et al.The lead plaintiff seeks to represent a class of shareholders who purchased Perrigo stock on the Tel Aviv exchange during the period from April 24, 2015 through May 3, 2017 and also a claim for those that owned shares on the final day of the Mylan tender offer (November 13, 2015). The amended complaint names as defendants the Company, Ernst & Young LLP (the Company’s auditor), and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The complaint alleges violations under U.S. securities laws of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals or, in the alternative, under Israeli securities laws. In general, the allegations concern the actions taken by us and our former executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure concerning purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company, alleges price fixing activities with respect to ~~six~~6 generic prescription pharmaceuticals, and alleges improper accounting for the ~~Tysabri~~^®Tysabri® royalty stream. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = 0.28 cents). After the other ~~two~~2 cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fundcase in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously.

In the United States (cases related to Irish Tax events)

On January 3, 2019, a shareholder filed a complaint against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in the U.S. District Court for the Southern District of New York (Masih v. Perrigo Company, et alal..). Plaintiff ~~purports~~purported to represent a class of shareholders for the period November 8, 2018 through December 20, 2018, inclusive. The complaint ~~alleges~~alleged violations of Securities Exchange Act section 10(b) (and Rule 10b‑5) against all defendants and section 20(a) control person liability against the individual defendants. In general the allegations ~~contend~~contended that the Company, in its Form 10‑Q filed November 8, 2018, disclosed information about an October 31, 2018 audit finding letter received from Irish tax authorities but failed to disclose enough material information about that letter until December 20, 2018, when we filed a current report on Form 8‑K about Irish tax matters. The plaintiff ~~does~~did not provide an estimate of class damages. The Court selected lead plaintiffs and changed the name of the case to In re Perrigo Company plc ~~Sec~~.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~~1 additional individual defendant, former CEO Uwe Roehrhoff. In general, the second amended complaint contends that Perrigo’s disclosures about the Irish tax audit were inadequate beginning with Perrigo’s 10-K filed on March 1, 2018 through December 20, 2018 and repeats many of the allegations of the April 2019 amended complaint. The second amended complaint alleges violations of Securities Exchange Act section 10(b) (and SEC Rule 10b-5) against all defendants and section 20(a) control person liability against the ~~three~~3 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~~motion was fully briefed. On January 23, 2020, the court ~~will decide~~granted the ~~motion. We intend~~motion to ~~defend~~dismiss in part and denied it in part, dismissing Mr. Roehrhoff as a defendant and dismissing allegations of inadequate disclosures related to the ~~lawsuit vigorously.~~audit by Irish Revenue during the period March 2018 through October 30, 2018. The court permitted the plaintiffs to pursue their claims against us, Mr. Kessler, and Mr. Winowiecki related to disclosures after Perrigo received the October 30, 2018 audit findings letter and later events through December 20, 2018. The Defendants filed answers on February 13, 2020 denying

Perrigo Company plc - Item 1

Note 1514

liability, and the Court held a scheduling conference on February 28, 2020, and issued a scheduling order on March 3, 2020. Discovery on the remaining issues is underway. Plaintiffs have filed a motion for class certification. We intend to defend the lawsuit vigorously.

In Israel (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.). The case is a securities class action brought in Israel making similar factual allegations for the same period as those asserted in the In re Perrigo Company plc Sec. Litig case in New York federal court. This case alleges that persons who invested through the Tel Aviv stock exchange can assert claims under Israeli securities law that will follow the 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. WeIn 2019, the court granted 2 requests by Perrigo to stay the proceedings pending the resolution of proceedings in the United States. Perrigo filed a further request for a stay ~~the plaintiff agreed~~ in ~~part,~~February 2020, and the court ~~approved a~~granted the stay ~~and required the parties to update the court about the U.S. proceedings by September 1, 2019.~~indefinitely. We intend to defend the lawsuit vigorously.

Claim Arising from the Omega Acquisition

On December 16, 2016, we and Perrigo Ireland 2 brought an arbitral claim ("Claim") against Alychlo NV ("Alychlo") and Holdco I BE NV (together the "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~~subsequently filed papers seeking permission to introduce an additional counterclaim theory of recovery related to the Irish tax ~~issue recently~~issues 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. To 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). 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~~would file a lawsuit asserting derivative claims.

On October 2, 2019, the shareholder filed a derivative action in the U.S. District Court for the District of New Jersey styled Krueger derivatively on behalf of nominal defendant Perrigo Company plc v. Alford, et al. The case was assigned to the same judges who are handling the Roofers' Pension Fund securities class action and related opt out cases described above. In addition to the Company, the lawsuit names as defendants current Board members Alford, Classon, Karaboutis, Kindler, O’Connor, Parker, and Samuels, current CEO Kessler, former Board members Smith, Brlas, Cohen, Fouse, Hoffing, Jandernoa, Kunkle, and Morris, former CEO Hendrickson, former CEO Papa, former CFO Brown, former CFO Winowiecki, and former Executive Vice Presidents Boothe and Coucke. The lawsuit seeks to authorize the shareholder to pursue claims ~~but~~on behalf of the Company against all the individual defendants for breach of their fiduciary duties and for unjust enrichment, and against the current director defendants, former director Mr. Smith, and current CEO Mr. Kessler for violations of Securities Exchange Act §§ 14(a) (proxy statement disclosures) and 29(b) (disgorgement as a result of alleged violations of § 14(a)). The complaint alleges that the following events indicate that the individuals in their respective capacities failed to exercise appropriate control over the management of the Company and made inadequate public disclosures

Perrigo Company plc - Item 1

Note 14

concerning the integration of Omega after acquisition; the Company’s past and prospective organic growth; the defense against the Mylan 2015 tender offer; the alleged collusive pricing activities regarding generic prescription products; the accounting by the Company for the Tysabri® royalty stream; the 2018 Irish tax audit including potential liabilities for Irish taxes; and the April 2019 assertion of tax liabilities by the U.S. Internal Revenue Service (many of these factual events also underlie the multiple securities cases discussed earlier in this Note 14). All defendants have filed motions to dismiss asserting various reasons to dismiss. Plaintiff filed his opposition in March 2020. Defendants’ filed replies in support of dismissal in June 2020. The motions are fully briefed and pending. We intend to defend the lawsuit vigorously.

Talcum Powder

The Company has been named, together with other manufacturers, in product liability lawsuits in state courts in California, Florida, Missouri and Illinois and in the Southern District of Mississippi alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to the presence of asbestos. The Company has been named in 32 individual lawsuits seeking compensatory and punitive damages and has accepted a tender for a portion of the defense costs and liability from a retailer for 1 additional matter. The Company has not ~~yet filed~~manufactured or sold the types of talcum powder products described in such lawsuits since 1999. The Company has several defenses and intends to aggressively defend these lawsuits.

Ranitidine

After regulatory bodies announced worldwide that ranitidine may potentially contain N-nitrosodimethylamine ("NDMA"), a ~~lawsuit.~~known environmental contaminant, the Company promptly began testing its externally-sourced ranitidine API and ranitidine-based products. On October 8, 2019, the Company halted shipments of the product based upon preliminary results and on October 23, 2019, the Company made the decision to conduct a voluntary retail market withdrawal.

In February 2020, the resulting actions involving Zantac and other ranitidine products were transferred for coordinated pretrial proceedings to a Multi-District Litigation (In re Zantac/Ranitidine Products Liability Litigation MDL No. 2924) in the U.S. District Court for the Southern District of Florida. This MDL now includes 3 master complaints. The Company is named in 2 of those: the Master Personal Injury Complaint and the Consolidated Consumer Class Action Complaint.

As of July 15, 2020, the Company has been named in NaN of the MDL’s consolidated personal injury lawsuits in various federal courts alleging that plaintiffs developed various types of cancers or are placed at higher risk of developing cancer as a result of ingesting products containing ranitidine. The Company is named in these lawsuits with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products distributors, repackagers,and/or retailers. Plaintiffs seek compensatory and punitive damages, and in some instances seek applicable remedies under state consumer protection laws. The Company has also been named in a Complaint brought by the New Mexico Attorney General based on the following theories: violation of a New Mexico public nuisance statute, NMSA 30-8-1 to -14; common law nuisance; and negligence and gross negligence. The Company is named in this lawsuit with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products and/or retailers. Some of the Company’s retailer customers are seeking indemnity from the Company for a portion of their defense costs and liability relating to these and other consolidated cases. We intend to defend all of these lawsuits vigorously.

Perrigo Company plc - Item 1

Note 15

NOTE 1615 – RESTRUCTURING CHARGES

We periodically take action to reduce redundant expenses and improve operating efficiencies. Restructuring activity includes severance, lease exit costs, and ~~asset impairments.~~related consulting fees. The following reflects our restructuring activity (in millions):


	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018			June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Beginning balance	$	20.5		$	12.4		$	24.0		$	21.4		$	16.0		$	20.5		$	19.6		$	24.0
Additional charges	12.2			3.7			18.1			5.2			1.1			12.2			1.1			18.1
Payments	(9.0		)	(3.1		)	(18.0		)	(13.8		)	(7.3		)	(9.0		)	(10.8		)	(18.0		)
Non-cash adjustments	0.3			(0.3		)	(0.1		)	(0.1		)	—			0.3			(0.1		)	(0.1		)
Ending balance	$	24.0		$	12.7		$	24.0		$	12.7		$	9.8		$	24.0		$	9.8		$	24.0

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

~~Note 16~~

The charges incurred during the three and six months ended June 27, 2020 were primarily associated with actions taken to streamline the organization.

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~~France within the CSCI segment.

There were no other material restructuring programs that significantly impacted any other reportable segments for the three and 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.~~27, 2020 or June 29, 2019. All charges are recorded in Restructuring expense on the Condensed Consolidated ~~Financial Statements.~~Statements of Operations. The remaining ~~$24.0~~$9.8 million liability for employee severance benefits is expected to be paid within the next year.

NOTE 1716 – SEGMENT INFORMATION

Our segments reflect the way in which our management makes operating decisions, allocates resources, and manages the growth and profitability of the Company.

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


	Total Assets				Total Assets
	June 29, 2019		December 31, 2018		June 27, 2020		December 31, 2019
CSCA	$	4,041.9	$	3,571.7	$	4,981.5	$	3,990.2
CSCI	4,593.5		4,613.0		4,675.9		4,682.7
RX	2,793.3		2,798.7		2,470.9		2,628.5
Total	$	11,428.7	$	10,983.4	$	12,128.3	$	11,301.4


	Three Months Ended														Three Months Ended
	June 29, 2019							June 30, 2018							June 27, 2020							June 29, 2019
	Net Sales		Operating Income (Loss)			Intangible Asset Amortization		Net Sales		Operating Income (Loss)			Intangible Asset Amortization		Net Sales		Operating Income (Loss)			Intangible Asset Amortization		Net Sales		Operating Income (Loss)			Intangible Asset Amortization
CSCA	$	582.1	$	107.8		$	9.3	$	596.9	$	64.6		$	15.3	$	627.6	$	106.3		$	12.6	$	582.1	$	107.8		$	9.3
CSCI	327.5		(2.9		)	43.0		357.9		4.0			49.2		321.1		10.5			38.4		327.5		(2.9		)	43.0
RX	239.4		14.7			21.3		231.6		53.6			20.8		270.4		47.8			21.2		239.4		14.7			21.3
Unallocated	—		(64.6		)	—		—		(27.5		)	—		—		(47.2		)	—		—		(64.6		)	—
Total	$	1,149.0	$	55.0		$	73.6	$	1,186.4	$	94.7		$	85.3	$	1,219.1	$	117.4		$	72.2	$	1,149.0	$	55.0		$	73.6

Six Months Ended
June 29, 2019 June 30, 2018

Net
Sales
Operating Income (Loss) Intangible Asset Amortization
Net
Sales
Operating Income (Loss) Intangible Asset Amortization
CSCA $ 1,163.9
$ 202.0
$ 19.3
$ 1,198.5
$ 183.2
$ 30.5
CSCI 678.3
5.1
87.1
735.7
16.3
100.3
RX 481.3
75.3
42.6
469.2
114.8
41.6
Unallocated —
(125.1 ) —
—
(63.4 ) —
Total $ 2,323.5
$ 157.3
$ 149.0
$ 2,403.4
$ 250.9
$ 172.4
Perrigo Company plc - Item 1

Note 16



	Six Months Ended
	June 27, 2020							June 29, 2019
	Net Sales		Operating Income (Loss)			Intangible Asset Amortization		Net Sales		Operating Income (Loss)			Intangible Asset Amortization
CSCA	$	1,328.2	$	230.8		$	26.2	$	1,163.9	$	202.0		$	19.3
CSCI	703.8		35.6			76.7		678.3		5.1			87.1
RX	528.1		99.4			42.5		481.3		75.3			42.6
Unallocated	—		(102.7		)	—		—		(125.1		)	—
Total	$	2,560.1	$	263.1		$	145.4	$	2,323.5	$	157.3		$	149.0

NOTE 1817 – SUBSEQUENT EVENTS

~~Animal health business~~Redemption of Senior Notes

On July ~~8, 2019, we completed~~6, 2020, the sale of our animal health business to PetIQ for base consideration of$185.0 million, which we estimate will result in a pre-tax gain of $80.0 million to $90.0 million. The final purchase price and gain is subject to customary post-closing adjustments for changes to working capital compared to the target working capital on the closing date and is expected to be finalized by the fourth quarter of 2019.

~~Generic product acquisition~~

On July 2, 2019, we purchased the ANDA for a generic gel product used for the treatment of Hemophilus vaginitis for $49.0 million in cash, which we capitalized as a developed product technology intangible asset. We plan to launch the product during the three months ended September 28, 2019 and begin amortizing it over a 20-year useful life. Operating results attributable to the product will be included within our RX segment.

~~Ranir Global Holdings, LLC~~

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

~~Note 18~~

~~On July 1, 2019, we acquired 100%~~proceeds of the ~~outstanding equity interest in Ranir, a privately-held company, for total base consideration~~2020 Notes were used to fund the redemption of ~~$750.0~~Perrigo Finance's $280.4 million ~~in a debt-free, cash-free transaction. We funded the transaction with cash on hand~~of 3.500% Senior Notes due March 15, 2021 and ~~borrowings under the 2018 Revolver (refer to~~ ~~Note 11~~).

~~Ranir is headquartered in Grand Rapids, Michigan, and is a leading global supplier~~$309.6 million of private label and branded oral care products. This transaction advances our transformation to a consumer-focused, self-care company while enhancing our position as a global leader in consumer self-care solutions. Ranir operations will be reported in our CSCA segment.

~~During the three and six months ended June 29, 2019, in~~3.500% Senior Notes due December 15, 2021. In connection with the ~~acquisition,~~redemption we incurred ~~$2.2~~early redemption costs of $19.0 million ~~of general transaction costs (legal, banking and other professional fees). The amounts were recorded in Administration expenses and were not allocated to the CSCA segment.~~

We are in the process of gathering significant relevant information needed to complete the valuation for the assets acquired and liabilities assumed. As a result, the initial accounting for the acquisition accounting is incomplete. The provisional acquisition amounts recognized for assets acquired and liabilities assumed and the supplemental pro-forma informationwhich will be included in ~~our quarterly Report~~Loss on ~~Form 10-Q for~~extinguishment of debt on the Condensed Consolidated Statements of Operations in the third quarter of ~~2019.~~2020.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE OVERVIEW

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements included in this Form 10-Q and our Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Form 10-K”). These historical financial statements may not be indicative of our future performance. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under “Risk Factors” in Item 1A of our ~~2018~~2019 Form 10-K and Part II. Item 1A of this Form 10-Q.

We are dedicated to making lives better by bringing “~~Quality, Affordable Self-Care Products™”~~quality, affordable self-care products that consumers trust everywhere they are sold. We are a leading provider of over-the-counter ("OTC") health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. We are also a leading producer of generic prescription pharmaceutical topical products such as creams, lotions, and gels as well as nasal sprays and ~~nasal sprays.~~inhalers.

~~Segment Reporting Change~~Our Segments

~~During the three months ended March 30, 2019, we changed the composition of our~~Our reporting and operating ~~and reporting segments. We moved our Israeli diagnostic business from the~~ ~~Consumer Self-Care International~~ ~~segment to the~~ ~~Prescription Pharmaceuticals~~ ~~segment and we made certain adjustments to our allocations between~~segments are as follows:


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


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


•	Prescription Pharmaceuticals ("RX") comprises our prescription pharmaceuticals business in the U.S., predominantly generics, and our pharmaceuticals and diagnostic businesses in Israel.

Perrigo Company plc - Item 2

Executive Overview

~~segments. These changes were made to~~Our segments reflect ~~changes in~~ the way in which our management makes operating decisions, allocates resources, and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Item 1. Note 2 and Note 1716. For results by segment, see "Segment Results" below.

~~Our new reporting and operating segments are as follows:~~Highlights


•	~~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.~~

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

On ~~August 9, 2018,~~June 19, 2020, Perrigo Finance Unlimited Company (“Perrigo Finance”) issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 (the “2020 Notes") and received net proceeds of $737.1 million after fees and market discount. Interest on the 2020 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2020 Notes will mature on June 15, 2030. The 2020 Notes are governed by the 2020 Indenture. The 2020 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo and, no other subsidiary of Perrigo guarantees the 2020 Notes. There are no restrictions under the 2020 Notes on Perrigo's ability to obtain funds from its subsidiaries. Perrigo Finance may redeem the 2020 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2020 Indenture. On July 6, 2020, the net proceeds of the 2020 Notes were used to fund the redemption of Perrigo Finance's $280.4 million of 3.500% Senior Notes due March 15, 2021 and $309.6 million of 3.500% Senior Notes due December 15, 2021. The balance will be used for general corporate purposes which may include the repayment or redemption of additional indebtedness. In connection with the redemption, we incurred early redemption costs of $19.0 million, which will be included in Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations in the third quarter of 2020.

We previously announced a plan to separate our RX business, which, ~~when~~if completed, ~~will~~would enable us to focus solely on ~~expanding~~ our ~~consumer-facing~~consumer-focused businesses. ~~We have made significant progress related to~~A separation of the ~~preparations for separation, which may~~RX business could include a possible sale, spin-off, merger or other form of separation. While we remain committed to transforming to a consumer-focused business, we cannot commit to a specific date for the separation. In connection with the proposed separation, we anticipate incurringform. We have incurred significant preparation costs ~~excluding restructuring expenses~~due to the announced plan to separate, and ~~transaction~~if completed we could incur total costs in the range of $45.0 million to $80.0 million, excluding restructuring expenses and transaction costs, depending on ~~the final~~timing and structure of ~~the~~a transaction. We have not committed to a time frame for a separation.

•

On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir Global Holdings, LLC (“Ranir”), a privately-held company, for total base consideration of $750.0 million in a debt-free, cash-free transaction, subject to post-closing adjustments for changes to working capital compared to the target working capital on the closing date. This transaction advances our transformation to a consumer-focused, self-care company while enhancing our position as a global leader in consumer self-care solutions (refer to ~~Item 1. Note 18~~)

Impact of COVID-19 Pandemic

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

During the first half of 2020, we experienced a change in product sales mix across all our Segments, which we attribute to consumer and customer behavior surrounding the COVID-19 pandemic. In March and April of 2020, we experienced a surge in demand for certain of our essential health-care and self-care products, followed by a slow-down in demand for some of these products in May and June, which we attribute primarily to consumer pantry de-load. Further, during the second quarter, we saw lower consumer demand for certain other self-care products in our CSCI segment and in our RX segment a lower volume of U.S. dermatology prescriptions, both of which we

Perrigo Company plc - Item 2

Executive Overview

attribute to consumer behavior, travel bans, and country lock-downs resulting from COVID-19. We estimate that the net positive impact on net sales attributed to consumer and customer behavior surrounding the COVID-19 pandemic during the first half of 2020 is between $50.0 million to $70.0 million. At this time, we cannot be certain if these trends will continue, however, it is possible that lower demand may continue and could depend on the duration and severity of the COVID-19 pandemic and related illnesses. Alternatively, it is possible that we could experience another surge in demand if a concentrated second wave of COVID-19 occurs. During the six months ended June 27, 2020, we had incremental operating costs of approximately $8.0 million related to COVID-19 and estimate that full year incremental operating costs will be between $20.0 million to $25.0 million. These costs are primarily related to the precautions implemented to keep our employees safe and properly rewarded during the pandemic as well as increased material costs.

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

We also experienced a decrease in our effective tax rate due to additional interest and depreciation deductions provided for in the CARES Act enacted on March 27, 2020 resulting in a reduction of income tax expense by approximately $26.0 million in the first half of 2020. Given our financial strength, we expect to be able to maintain adequate liquidity as we manage through the current environment.

RESULTS OF OPERATIONS

CONSOLIDATED

~~Recent Developments~~Consolidated Financial Results

~~Notice of Proposed Adjustment~~Three Month Comparison

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 Research & Development ("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 (refer to ~~Item 1. Note 14~~).



	Three Months Ended
(in millions)	June 27, 2020			June 29, 2019
Net sales	$	1,219.1		$	1,149.0
Gross profit	$	434.7		$	430.8
Gross profit %	35.7		%	37.5		%
Operating income	$	117.4		$	55.0
Operating income %	9.6		%	4.8		%

Perrigo Company plc - Item 2

Consolidated

~~Consolidated Results~~

~~Three Month Comparison~~

Three Months Ended
(in millions) June 29,
2019 June 30,
2018
Net sales $ 1,149.0
$ 1,186.4
Gross profit $ 430.8
$ 471.0
Gross profit % 37.5 % 39.7 %
Operating income $ 55.0
$ 94.7
Operating income % 4.8 % 8.0 %

* Total net sales by geography is derived from the location of the entity that sells to a third party.

Three Months Ended June 27, 2020 vs. Three Months Ended June 29, 2019

Net sales increased $70.1 million, or 6%, due to:

•

$111.8 million, or a 10%, net increase due primarily to an increase of $81.8 million from our acquisitions of Ranir and the oral care assets of High Ridge Brands, an increase of $73.2 million from the launch of albuterol sulfate inhalation aerosol, increased OTC sales in response to COVID-19 in the U.S. driven by strong e-commerce performance, and additional new product sales. These increases were partially offset by lower U.S. prescription dermatology volumes in the RX segment and lower consumer demand in certain product categories in the CSCI segment, which were impacted by consumer behavior, travel bans and country lock-downs resulting from COVID-19, consumer pantry de-load, and a $10.9 milliondecrease due to discontinued products; partially offset by

$41.7 million decrease due primarily to:


◦	$16.1 million primarily from unfavorable Euro and Mexican peso foreign currency translation; and


◦	$25.6 million due to our divested animal health business previously included in our CSCA segment and Canoderm prescription product previously included in the Nordic region of our CSCI segment.

Operating income ~~decreased $39.7~~increased $62.4 million, or ~~42%~~113%, ~~over the prior year period~~ due to:

$~~37.4~~3.9 million ~~or 3%, decrease~~increase in ~~net sales over the prior year period due to:~~

~~$51.9 million decrease in sales of existing products~~gross profit due primarily to ~~pricing pressure and decreased~~increased net sales ~~volumes of certain products;~~

~~$26.6 million decrease due to discontinued products; and~~

~~$23.8 million decrease due primarily to unfavorable European Euro foreign currency translation; partially offset by~~

~~$64.9 million increase due to new product sales.~~

~~$40.2 million decrease in gross profit, or a 220 basis point decrease in gross~~as described above. Gross profit as a percentage of net sales decreased 180 basis points due primarily to unfavorable product mix partially due to the ~~net sales decreases discussed above.~~prioritization of products most needed by consumers in response to the COVID-19 pandemic, which are lower gross margin products; and

$~~0.5~~58.5 million decrease in operating expenses due primarily to:

~~$50.0 million decrease in R&D expense due to the absence of an upfront license fee payment to enter into a license agreement with Merck Sharp & Dohme Corp ("Merck") in the prior year period;~~

~~$15.3 million decrease in selling expenses due primarily to the effect of European Euro favorable foreign currency translation; partially offset by~~

~~$30.4 million increase in administrative expenses due primarily to increased legal and consulting fees;~~

~~$27.8 million impairment charge related to a definite-lived intangible asset;~~

~~$8.4 million increase in restructuring expense due primarily to the reorganization of our sales force in France.~~


◦	The absences of a $27.8 million impairment charge related to a definite-lived intangible asset, $11.8 million of restructuring expenses related primarily to the reorganization of our sales force in France, and $8.0 million of expenses related to the divested animal health business;


◦	$17.5 million decrease due primarily to the reduction and delay in selling, advertising, and promotion expenses in response to consumer behavior during the COVID-19 pandemic and the movement restrictions to combat spreading of the virus; and


◦	A decrease in administration expenses due primarily to a reduction in legal and professional fees and a decrease in expenses related to our current cost savings initiative; partially offset by


◦	The inclusion of $21.7 million of expenses from our acquisitions of Ranir and the oral care assets of High Ridge Brands; and


◦	Incremental costs of operating in the current COVID-19 environment, including costs related to

Perrigo Company plc - Item 2

Consolidated

measures implemented to keep employees safe and rewarded.

Six Month Comparison


	Six Months Ended						Six Months Ended
(in millions)	June 29, 2019			June 30, 2018			June 27, 2020			June 29, 2019
Net sales	$	2,323.5		$	2,403.4		$	2,560.1		$	2,323.5
Gross profit	$	879.6		$	963.7		$	917.9		$	879.6
Gross profit %	37.9		%	40.1		%	35.9		%	37.9		%
Operating income	$	157.3		$	250.9		$	263.1		$	157.3
Operating income %	6.8		%	10.4		%	10.3		%	6.8		%

* Total net sales by geography is derived from the location of the entity that sells to a third party.

Six Months Ended June 27, 2020 vs. Six Months Ended June 29, 2019

Net sales increased $236.6 million, or 10% due to:

•

$314.8 million, or a 14%, net increase due primarily to an increase of $158.1 million from our acquisitions of Ranir and the oral care assets of High Ridge Brands, an increase of $116.9 million from the launch of albuterol sulfate inhalation aerosol, which includes the positive impact in demand related to customer behavior surrounding the COVID-19 pandemic, an increase in OTC sales in response to COVID-19 in the U.S. driven by strong e-commerce performance, as well as additional new product sales. These increases were partially offset by lower U.S. prescription dermatology volumes in the RX segment, consumer pantry de-load, and lower consumer demand in certain product categories in the CSCI segment, which were impacted by consumer behavior, travel bans and country lock-downs resulting from COVID-19, pricing pressure, and a $25.7 milliondecrease due to discontinued products; further partially offset by

$78.2 million decrease due primarily to:


◦	$29.3 million primarily from unfavorable Euro and Peso foreign currency translation; and


◦	$48.9 million due to our divested animal health business previously included in our CSCA segment and Canoderm prescription product previously included in the Nordic region of our CSCI segment.

Operating income ~~decreased $93.6~~increased $105.8 million, or ~~37%~~67%, ~~over the prior year period~~ due to:

$~~79.9~~38.3 million ~~or 3%, decrease~~increase in ~~net sales over the prior year period due to:~~

~~$90.3 million decrease in sales of existing products~~gross profit due primarily to ~~pricing pressure;~~

~~$59.6 million decrease due primarily to unfavorable European Euro foreign currency translation; and~~

~~$49.7 million decrease due to discontinued products;~~increased net sales as described above, partially offset by

~~$119.7 million increase due to new product sales.~~

~~$84.1 million decrease~~ operational inefficiencies primarily in ~~gross profit, or a 220 basis point decrease in gross~~our CSCA and RX segments. Gross profit as a percentage of net ~~sales, due primarily to the decrease in net sales discussed above, increased commodity costs related to certain products and operating inefficiencies in the CSCA segment.~~

~~$9.5 million increase in operating expenses due primarily to:~~

~~$47.8 million increase in administrative expenses due primarily to increased legal and consulting fees;~~

~~$31.9 million of impairment charges related to a definite-lived intangible asset and an in-process R&D asset; and~~

~~$16.3 million increase in restructuring expense due primarily to the reorganization of our sales force in France; partially offset by~~

~~$50.0 million decrease in R&D expense due to the absence of an upfront license fee payment to enter into a license agreement with Merck in the prior year period;~~

~~$27.8 million decrease in selling expenses due primarily to the effect of European Euro favorable foreign currency translation; and~~

~~$9.4 million decrease in acquisition and integration-related charges and contingent consideration adjustments.~~

Perrigo Company plc - Item 2

Consolidated

sales decreased 200 basis points due primarily to unfavorable product mix, pricing pressure, and operational inefficiencies; and

$67.5 million decrease in operating expenses due primarily to:


◦	The absences of $32.0 million of impairment charges related to a definite-lived intangible asset and IPR&D asset, $21.2 million of restructuring expenses related primarily to the reorganization of our sales force in France and the reorganization of our executive management team, and $16.9 million of expenses related to the divested animal health business;


◦	$21.9 million decrease due primarily to the reduction and delay in selling, advertising, and promotion expenses in response to consumer behavior during the COVID-19 pandemic and the movement restrictions to combat spreading of the virus; and


◦	A decrease in administration expenses due primarily to a reduction in legal and professional fees and a reduction in employee related expenses, partially offset by an increase in insurance expense; partially offset by


◦	The inclusion of $39.1 million of expenses from our acquisitions of Ranir and the oral care assets of High Ridge Brands;


◦	$3.5 million increase in R&D expense due primarily to the timing of clinical studies; and


◦	Incremental costs of operating in the current COVID-19 environment, including costs related to measures implemented to keep employees safe and rewarded.

Recent Developments

Internal Revenue Service Complaint

As previously disclosed, 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 IRS, plus statutory interest thereon from the dates of payment, for the fiscal tax years ended June 27, 2009, June 26, 2010, June 25, 2011, and June 30, 2012. In response to our complaint, the United States District Court for Western District of Michigan scheduled a trial date for late May 2020, which has now been delayed due to the ongoing COVID-19 pandemic (refer to Item 1. Note 13).

Internal Revenue Service Notice of Proposed Adjustment

As previously disclosed, 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, December 31, 2012 and December 31, 2013. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. Accordingly, on April 14, 2020, we filed a request for Competent Authority Assistance with the IRS (refer to Item 1. Note 13).

Internal Revenue Service Notice of Proposed Adjustment

On May 7, 2020, we received a final NOPA from the IRS, which was unchanged from the draft NOPA previously received, regarding the deductibility of interest related to the IRS audit of Perrigo Company for the years ended June 28, 2014 and June 27, 2015. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies (refer to Item 1. Note 13).

Irish Tax Appeals Commission Notice of Amended Assessment

On October 30, 2018, we received an audit finding letter from the Irish Office of the Revenue Commissioners (“Irish Revenue”) for the years ended December 31, 2012 and December 31, 2013 relating 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. We strongly disagree with this assessment and believe that the Notice of Amended Assessment ("NoA") is without merit and incorrect as a matter of law and appealed the assessment to the Tax Appeals Commission. We were granted leave by the Irish High Court on February 25, 2019 to seek judicial review

Perrigo Company plc - Item 2

Consolidated

of the issuance of the NoA by Irish Revenue. The High Court held a hearing in June 2020 regarding the judicial review proceedings and we are now awaiting the Court's judgment (refer to Item 1. Note 13).

CONSUMER SELF-CARE AMERICAS

Recent Trends and Developments

In March and April of 2020, we experienced a surge in demand for many of our OTC and infant nutrition products, which we attributed to consumer reaction to the outbreak of COVID-19. In May and June, we experienced a slow-down in demand for some of these products, which we attributed primarily to consumer pantry stocking during the initial March and April surge. It is possible that we could continue to see a slow- down in demand for some of these products as consumers continue to pantry de-load, however, this could depend on the duration and severity of the COVID-19 pandemic and related illnesses. Alternatively, it is possible that we could experience another surge in demand if a concentrated second wave of COVID-19 occurs.

•

On ~~July 8, 2019,~~June 17, 2020, we ~~completed~~announced our entrance into the ~~sale~~CBD market through a strategic investment in and long-term supply agreement with Kazmira LLC ("Kazmira"), a leading supplier of ~~our animal health business~~hemp-based, THC-free CBD products. In addition to ~~PetIQ~~the supply agreement, we acquired an approximate 20% equity stake in Kazmira for ~~base consideration of$185.0~~$50.0 million with $15.0 million paid at close of the transaction and the balance due within 18 months. Our minority equity investment initiates the first phase of the partnership in which we ~~estimate~~ will ~~result~~collaborate to scale-up Kazmira’s facilities and laboratories, in accordance with current Good Manufacturing Practices and to produce THC-free CBD from industrial hemp that meets our standards for reliability and consistency. In the second phase of the partnership, we will work to launch THC-free, hemp-based CBD products in a ~~pre-tax gain~~number of ~~$80.0 million to $90.0 million. The final purchase price and gain~~global markets, while leveraging our supply agreement with Kazmira, which is ~~subject to customary post-closing adjustments~~exclusive for ~~changes to working capital compared to~~ the ~~target working capital on the closing date and is expected to be finalized by the fourth quarter of 2019~~U.S. store brand market (refer to Item 1. Note 187).

•

On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir, a privately-held company, for total base consideration of $750.0 million in a debt-free, cash-free transaction, subject to post-closing adjustments for changes to working capital compared to the target working capital on the closing date. This transaction advances our transformation to a consumer-focused, self-care company while enhancing our position as a global leader in consumer self-care solutions (refer to and ~~Item 1.~~ Note 1810).

•

On April 6, 2020, we received approval from the U.S. Food and Drug Administration on our abbreviated new drug application ("ANDA") for OTC diclofenac sodium topical gel 1%, the store brand equivalent to Voltaren^® gel. When launched, this product will be marketed under store brand labels and will provide consumers with a high-quality, value alternative for the temporary relief of arthritis pain. We expect to launch the new OTC product later this year.

•

On April 1, ~~2019,~~2020, we ~~purchased product Abbreviated New Drug Application ("ANDA"s) and other records and registrations~~acquired the oral care assets of ~~Budesonide Nasal Spray,~~High Ridge Brands for total purchase consideration of $113.0 million, subject to customary post-closing adjustments, including a ~~generic equivalent~~working capital settlement. After post-closing adjustments as of ~~Rhinocort Allergy~~June 27, 2020, total cash consideration paid was $106.0 million. This acquisition includes the children’s oral care value brand, Firefly^®, in addition to the REACH^® and ~~Triamcinolone Nasal Spray, a generic equivalent of Nasacort Allergy~~Dr. Fresh^®~~, from Barr Laboratories, Inc.,~~ brands, and a ~~subsidiary~~licensing portfolio. The addition of ~~Teva Pharmaceuticals,~~these brands positions us as the number one fastest-growing value brand player in the children’s oral care category and the licensing portfolio will enable creative solutions for ~~$14.0 million in cash~~our customers (refer to Item 1. Note 3).

•

On January 3, 2020, we acquired Steripod^®, a leading toothbrush accessory brand and innovator in the toothbrush protector market, from Bonfit America Inc. Total consideration paid was $26.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized $24.9 million as a brand-named intangible asset. The remainder of the purchase price was allocated to working capital. The acquisition, which includes a portfolio of antibacterial toothbrush protectors, kids’ toothbrush protectors and tongue cleaners, complements our current portfolio of oral self-care products, and leverages our manufacturing and marketing platform (refer to Item 1. Note 3).

Perrigo Company plc - Item 2

CSCA

Segment Financial Results

Three Month Comparison


	Three Months Ended						Three Months Ended
(in millions)	June 29, 2019			June 30, 2018			June 27, 2020			June 29, 2019
Net sales	$	582.1		$	596.9		$	627.6		$	582.1
Gross profit	$	196.8		$	202.5		$	199.6		$	196.8
Gross profit %	33.8		%	33.9		%	31.8		%	33.8		%
Operating income	$	107.8		$	64.6		$	106.3		$	107.8
Operating income %	18.5		%	10.8		%	16.9		%	18.5		%

Three Months Ended June ~~29, 2019~~27, 2020 vs. Three Months Ended June ~~30, 2018~~29, 2019

~~Operating income~~Net sales increased ~~$43.2~~$45.5 million, or ~~67%~~8%, ~~over the prior year period~~ due to:

•

$72.1 million, or a 12%, net increase due primarily to an increase of $63.2 million from our acquisitions of Ranir and the oral care assets of High Ridge Brands. OTC net sales growth was due primarily to e-commerce growth, which more than offset category declines due to lower foot traffic at brick and mortar customers, increased consumer COVID-19 related demand, increased distribution of our products to retail customers, and $8.7 million of new product sales primarily from Prevacid^®and Esomeprazole Mini, all of which led to share gains of 60 basis points in product categories where we compete. The OTC growth was partially offset by the lost net sales on products we de-prioritized while we focused on providing products most needed by consumers during the COVID-19 pandemic and competitive pricing pressure on certain products. Nutrition net sales growth was due primarily to new product sales from an infant formula launch at a major retailer in the prior year and Complete Comfort Formula, growth in the infant formula contract manufacturing business, and e-commerce growth, which were partially offset by pantry de-load of oral electrolyte solution products and multi-year pricing contracts; further partially offset by

$~~14.8 million, or 3%, decrease in net sales over the prior year period due primarily to:~~

~~$11.8~~26.6 million decrease ~~in sales of existing products~~ due primarily to:


▪◦	~~Pricing pressure across all categories;~~$22.3 million related to our divested animal health business; and


▪◦	~~Lower sales volume in our infant nutritionals and animal health categories; partially offset by~~


▪	~~Higher sales volume in our cough/cold/allergy/sinus, gastrointestinal, and smoking cessation categories; and~~$4.3 million of unfavorable Mexican peso foreign currency translation.

~~$11.2~~

Operating income decreased $1.5 million, ~~decrease due to discontinued products; partially offset by~~

~~$8.0 million increase~~or 1%, due primarily ~~to the launches of various new antacids and smoking cessation products.~~to:

$~~5.7~~2.8 million ~~decrease~~increase in gross profit due primarily to ~~the~~increased net sales ~~decrease discussed above~~as described above. Gross profit as a percentage of net sales decreased 200 basis points due primarily to pricing pressure on specific products, the divested animal health business, and ~~certain operational inefficiencies.~~

the acquisition of the lower gross margin oral self-care category; more than offset by

$~~48.9~~4.3 million ~~decrease~~increase in operating expenses due primarily to the inclusion of expenses from our acquisitions of Ranir and the oral care assets of High Ridge Brands; partially offset by the absence of expenses from the divested animal health business and a ~~$50.0 million upfront license fee payment to enter into a license agreement with Merck in the prior year period~~decrease in R~~&D.~~

&D expenses related to delays in timing of projects.

Perrigo Company plc - Item 2

CSCA

Six Month Comparison


	Six Months Ended						Six Months Ended
(in millions)	June 29, 2019			June 30, 2018			June 27, 2020			June 29, 2019
Net sales	$	1,163.9		$	1,198.5		$	1,328.2		$	1,163.9
Gross profit	$	380.8		$	408.4		$	415.1		$	380.8
Gross profit %	32.7		%	34.1		%	31.3		%	32.7		%
Operating income	$	202.0		$	183.2		$	230.8		$	202.0
Operating income %	17.4		%	15.3		%	17.4		%	17.4		%

Six Months Ended June ~~29, 2019~~27, 2020 vs. Six Months Ended June ~~30, 2018~~29, 2019

~~Operating income~~Net sales increased ~~$18.8~~$164.3 million, or ~~10%~~14%, ~~over the prior year period as a result of:~~due to:

•

$211.5 million, or an 18%, net increase due primarily to an increase of $118.5 million from our acquisitions of Ranir and the oral care assets of High Ridge Brands. OTC net sales growth was due primarily to e-commerce growth, increased consumer COVID-19 related demand, favorable consumer conversion in digestive health products, overall market growth, and $16.7 million of new product sales primarily from Prevacid^® and Esomeprazole Mini, which were partially offset by pricing pressure on certain products. Nutrition net sales growth was due primarily to new product sales from an infant formula launch at a major retailer in the prior year and Complete Comfort Formula and e-commerce growth, which were partially offset by multi-year pricing contracts and a $5.8 million decrease due to discontinued products; further partially offset by

$~~34.6 million, or 3%, decrease in net sales over the prior year period due primarily to:~~

~~$27.2~~47.2 million decrease ~~in sales of existing products~~ due primarily to:


▪◦	~~Pricing pressure across all categories;~~$41.9 million due to our divested animal health business; and


▪◦	~~Lower sales volume in our infant nutritionals and animal health categories; partially offset by~~


▪	~~Higher sales volume in our cough/cold/allergy/sinus, gastrointestinal, and smoking cessation categories; and~~$5.3 million of unfavorable Mexican peso foreign currency translation.

~~$21.9~~

Operating income increased $28.8 million, ~~decrease~~or 14%, due to:

$34.3 million increase in gross profit due primarily to ~~discontinued products;~~increased net sales as described above, partially offset by operating inefficiencies at one of our infant nutrition facilities. Gross profit as a percentage of net sales decreased 140 basis points due primarily to operating inefficiencies, pricing pressure on certain products and the divested animal health business, partially offset by favorable product mix; partially offset by

$~~15.0~~5.5 million increase ~~due primarily to the launches of various new antacids, cough/cold/allergy/sinus, and smoking cessation products.~~


•	$27.6 million decrease in gross profit, or a 140 basis point decrease in gross profit as a percentage of net sales, due primarily to the decrease in net sales discussed above, and increased commodity costs related to certain products in the cough/cold/allergy/sinus categories and operating inefficiencies related to infant formula production.

~~$46.4 million decrease~~ in operating expenses due primarily to the inclusion of expenses from our acquisitions of Ranir and the oral care assets of High Ridge Brands; partially offset by the absence of expenses from the divested animal health business, a ~~$50.0 million upfront license fee payment to enter into~~reduction in employee related expenses, and a ~~license agreement with Merck~~decrease in R&D expenses related to delays in ~~the prior year period.~~timing of projects.

CONSUMER SELF-CARE INTERNATIONAL

Recent Trends and Developments

~~Management continues~~During the first half of 2020, we experienced demand shifts for certain products, which we attribute to ~~implement its previously disclosed strategy~~consumer reactions related to the COVID-19 pandemic and the movement restrictions put in place to combat spreading of the virus, such as travel bans, school closings and country lock-downs. Certain products in our upper respiratory, vitamins, minerals and supplements ("VMS"), and pain and sleep-aids categories increased, while products in our skincare and personal hygiene and healthy lifestyle categories decreased. It is possible that demand in our skincare and personal hygiene and healthy lifestyle categories may continue to decrease, and that well-stocked consumer pantries may temporarily reduce demand for ~~brand prioritization, sales force restructuring,~~products in our upper respiratory, VMS, and ~~manufacturing insourcing, which is expected to reduce selling costs, improve operating margins~~pain and ~~focus on higher value OTC products. As part of this strategy, we are making progress~~sleep-aids categories. Both factors could depend on the ~~previously reported CSCI restructuring plan that we expect to improve our cost structure.~~

~~Segment Results~~

~~Three Month Comparison~~

Three Months Ended
(in millions) June 29,
2019 June 30,
2018
Net sales $ 327.5
$ 357.9
Gross profit $ 155.4
$ 173.2
Gross profit % 47.4 % 48.4 %
Operating income (loss) $ (2.9 ) $ 4.0
Operating income (loss) % (0.9 )% 1.1 %
duration and severity of the COVID-19 pandemic and related illnesses.

Perrigo Company plc - Item 2

CSCI

•

Consistent with our strategy to reconfigure our portfolio to focus on our consumer self-care businesses, on June 19, 2020, we completed the sale of our U.K.- based Rosemont Pharmaceuticals business, a generic prescription pharmaceuticals manufacturer focused on liquid medicines, to a U.K. headquartered private equity firm for cash consideration of £155.6 million (approximately $195.0 million), which resulted in a pre-tax loss of $17.4 million (refer to Item 1. Note 3).

•

On February 13, 2020, we acquired Dexsil^®,a silicon supplement brand, from RXW Group Nv, for total cash consideration paid of approximately $8.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized the consideration paid as a brand-named intangible asset. The acquisition provides additional opportunities for growth through new product launches and geographic expansion (refer to Item 1. Note 3).

Segment Financial Results

Three Month Comparison



	Three Months Ended
(in millions)	June 27, 2020			June 29, 2019
Net sales	$	321.1		$	327.5
Gross profit	$	149.3		$	155.4
Gross profit %	46.5		%	47.4		%
Operating income (loss)	$	10.5		$	(2.9	)
Operating income (loss) %	3.3		%	(0.9		)%

Three Months Ended June 27, 2020 vs. Three Months Ended June 29, 2019 ~~vs. Three Months Ended June 30, 2018~~

~~Operating income~~Net sales decreased ~~$6.9~~$6.4 million, or ~~173%~~2%, ~~over the prior year period~~ due to:

•

$9.2 million, or a 3%, net increase due primarily to new product sales of $23.0 million, driven partially by XLS-Medical Forte 5 and products in the skincare and personal hygiene category, and an $18.6 million increase from our acquisitions of Ranir and the oral care assets of High Ridge Brands. These increases were partially offset by lower consumer demand of certain self-care products due to consumer behavior, travel bans, school closings and country lock-downs resulting from COVID-19, consumer pantry de-load of products purchased during the initial March surge, and a $1.1 milliondecrease due to discontinued products; more than offset by

$~~30.4~~15.6 million ~~or 9%,~~ decrease ~~in net sales over the prior year period due to:~~

~~$30.6 million decrease in sales of existing products~~ due primarily to:


▪◦	~~Lower net sales in France due~~$12.3 million from unfavorable foreign currency translation primarily related to the ~~reorganization of our sales force, which disrupted sales effectiveness and customer outreach;~~Euro; and


▪◦	~~Lower net sales~~$3.3 million due to our divested Canoderm prescription product previously included in the ~~cough/cold/allergy/sinus and anti-parasites categories; partially offset by~~


▪	~~Higher net sales in the distribution business and in analgesic products ;~~Nordic region.

~~$24.0~~

Operating income increased $13.4 million, ~~decrease~~or 462%, due ~~to unfavorable European Euro foreign currency translation; and~~

~~$6.0 million decrease due to discontinued products; partially offset by~~

~~$30.2 million increase due primarily to the launches of XLS Forte 5 and ACO brands in the lifestyle and personal care and derma-therapeutic categories, respectively.~~to:

$~~17.8~~6.1 million decrease in gross profit due primarily to the decrease in net sales ~~decrease discussed above.~~

~~$10.9 million decrease in operating expenses due primarily to:~~

~~$18.5 million decrease in selling and administrative expense due to the effect of European Euro favorable foreign currency translation;~~as described above, partially offset by

~~$8.6 million increase in restructuring expense~~ improved operational efficiencies. Gross profit as a percentage of net sales decreased 90 basis points due primarily to the ~~reorganization~~addition of ~~our sales force in France.~~

~~Six Month Comparison~~

Six Months Ended
(in millions) June 29,
2019 June 30,
2018
Net sales $ 678.3
$ 735.7
Gross profit $ 323.7
$ 359.1
Gross profit % 47.7 % 48.8 %
Operating income $ 5.1
$ 16.3
Operating income % 0.8 % 2.2 %

~~Six Months EndedJune 29, 2019 vs. Six Months EndedJune 30, 2018~~

~~Operating income decreased $11.2 million, or 69%, over~~ the ~~prior year period as~~oral self-care category, which has a ~~result of:~~

~~$57.4 million, or 8%, decrease in net sales over~~relatively lower gross margin than the ~~prior year period as a result of:~~

~~$57.7 million decrease due to~~overall portfolio and unfavorable ~~European Euro foreign currency translation;~~

~~$48.0 million decrease in sales of existing products due primarily to:~~


▪	~~Lower net sales in the personal care and derma-therapeutics and lifestyle categories; partially offset by~~


▪	~~Higher net sales in the distribution business; and~~

~~$8.0 million decrease due to discontinued products;~~product mix, partially offset by

~~$56.3 million increase due primarily to the launches of XLS Forte 5 and ACO brands in the lifestyle and personal care and derma-therapeutic categories, respectively.~~

~~$35.4 million decrease in gross profit, due primarily to the net sales decrease discussed above.~~

~~$24.2 million decrease in operating expenses due primarily to:~~

~~$31.6 million decrease in selling and administrative expense due to the effect of European Euro favorable foreign currency translation; partially~~ improved operational efficiencies; more than offset by

~~$8.7 million increase in restructuring expense due primarily to the reorganization of our sales force in France.~~

Perrigo Company plc - Item 2

CSCI

$19.5 million decrease in operating expenses due primarily to a reduction and partial delay in selling, advertising, and promotion expenses in response to consumer behavior during the COVID-19 pandemic and the movement restrictions to combat spreading of the virus, favorable Euro foreign currency translation, and the absence of restructuring expenses related to the reorganization of our sales force in France, partially offset by the inclusion of expenses from our acquisitions of Ranir and the oral care assets of High Ridge Brands and increased R&D expense.

Six Month Comparison



	Six Months Ended
(in millions)	June 27, 2020			June 29, 2019
Net sales	$	703.8		$	678.3
Gross profit	$	329.2		$	323.7
Gross profit %	46.8		%	47.7		%
Operating income	$	35.6		$	5.1
Operating income %	5.1		%	0.8		%

Six Months EndedJune 27, 2020 vs. Six Months EndedJune 29, 2019

Net sales increased $25.5 million, or 4%, due to:

•

$58.1 million, or a 9%, net increase due primarily to new product sales of $53.1 million, driven partially by XLS-Medical Forte 5 and products in the skincare and personal hygiene category, and a $39.6 million increase from our acquisitions of Ranir and the oral care assets of High Ridge Brands. These increases were partially offset by lower consumer demand of certain self-care products due to consumer behavior, travel bans, school closings and country lock-downs resulting from COVID-19, and a $2.4 milliondecrease due to discontinued products; partially offset by

$32.6 million decrease due primarily to:


◦	$25.6 million from unfavorable foreign currency translation primarily related to the Euro; and


◦	$7.0 million due to our divested Canoderm prescription product previously included in the Nordic region.

Operating income increased $30.5 million, or 598%, due to:

$5.5 million increase in gross profit due primarily to increased net sales as described above and a 90 basis point decrease in gross profit as a percentage of net sales, due primarily to the addition of the oral self-care category, which has a relatively lower gross margin than the overall portfolio and unfavorable product mix; and

$25.0 million decrease in operating expenses due primarily to a reduction and partial delay in selling, advertising, and promotion expenses in response to consumer behavior during the COVID-19 pandemic and the movement restrictions to combat spreading of the virus, favorable Euro foreign currency translation, and the absence of restructuring expenses related to the reorganization of our sales force in France, partially offset by the inclusion of expenses from our acquisitions of Ranir and the oral care assets of High Ridge Brands and increased R&D expense.

PRESCRIPTION PHARMACEUTICALS

Recent Trends and Developments

•

~~Although~~We experienced moderate pricing ~~pressure is beginning~~reductions compared to ~~moderate, we continue to experience a year-over-year reduction in pricing~~the prior year in our RX segment due to competitive approvals against products in our portfolio and overall competitive pressures. ~~Similar to the first quarter of 2019, we experienced a year-over-year decrease in pricing pressure in the second quarter and~~We expect softness in pricing to continue to impact the segment for the foreseeable future.


•	On May 17, 2019, we purchased the ANDA for a generic product used to relieve pain from osteoarthritis, for $15.7 million in cash, which we capitalized as a developed product technology intangible asset. We plan to launch the the product during the third quarter of 2019 (refer to Perrigo Company plc - Item 2~~Item 1. Note 3~~).

•

During the three months ended June 29, 2019, we identified impairment indicators for a certain definite-lived asset related to changes in pricing and competition in the market, which lowered the projected cash flows we expect to generate from the asset. We determined the asset was impaired by $27.8 million. Competition and other industry and market factors may contribute to future impairment charges or indications of impairment in the segment (refer to ~~Item 1. Note 4~~).

~~Segment Results~~

~~Three Month Comparison~~

Three Months Ended
(in millions) June 29,
2019 June 30,
2018
Net sales $ 239.4
$ 231.6
Gross profit $ 78.6
$ 95.3
Gross profit % 32.8 % 41.1 %
Operating income $ 14.7
$ 53.6
Operating income % 6.1 % 23.1 %

~~Three Months Ended June 29, 2019 vs. Three Months Ended June 30, 2018~~

~~Operating income decreased $38.9 million, or 73%, over the prior year period due to:~~

~~$7.8 million, or 3%, increase in net sales over the prior year period due primarily to:~~

~~$26.7 million increase due to new product sales; partially offset by~~

~~$9.4 million decrease in sales of existing products due primarily to pricing pressure and decreased sales volumes of certain existing products; and~~

~~$9.4 million decrease due to discontinued products.~~

•

~~$16.7 million~~On February 24, 2020, along with our partner Catalent Pharma Solutions, we received approval from the U.S. Food and Drug Administration on our abbreviated new drug application for generic albuterol sulfate inhalation aerosol, the first AB-rated generic version of ProAir^® ~~decrease in gross profit, or a 830 basis point decrease in gross profit as a percentage of net sales, due primarily to pricing pressure and less favorable product mix.~~HFA. We launched commercially shortly after the approval.

~~$22.2~~During the second quarter, we experienced a reduction in demand for certain of our existing base products due to a lower volume of prescriptions written related to the reduction in doctor visits resulting from restrictions put in place to combat spreading of the COVID-19 virus. The decrease in demand of existing base products appeared to be market-wide and did not result in market share loss. We did, however, see continued high demand for our AB-rated generic albuterol sulfate inhalation aerosol.

Segment Financial Results

Three Month Comparison



	Three Months Ended
(in millions)	June 27, 2020			June 29, 2019
Net sales	$	270.4		$	239.4
Gross profit	$	85.8		$	78.6
Gross profit %	31.7		%	32.8		%
Operating income	$	47.8		$	14.7
Operating income %	17.6		%	6.1		%

Three Months Ended June 27, 2020 vs. Three Months Ended June 29, 2019

Net sales increased $31.0 million, or 13%, due primarily to:

$30.4 million, or a 13%, net increase due primarily to new product sales of $80.5 million driven by the launches of generic albuterol sulfate inhalation aerosol and diclofenac sodium topical gel 1%. This includes the positive impact on demand for albuterol sulfate inhalation aerosol related to customer behavior surrounding the COVID-19 pandemic. This increase was partially offset by a decline in the base business, which was affected by fewer doctor visits compared to the prior year period leading to lower U.S. prescription dermatology volumes due to COVID-19, and a $9.1 million decrease due to discontinued low margin distribution products.

Operating income increased $33.1 million, or 225%, primarily due to:

$7.2 million increase in gross profit due primarily to the increase in net sales as described above, partially offset by third party operational inefficiencies on partnered products. Gross profit as a percentage of net sales decreased 110 basis points, due primarily to unfavorable product mix and third party operational inefficiencies on partnered products, partially offset by the incremental sales driven by generic albuterol sulfate inhalation aerosol pre-launch inventory that was expensed as pre-commercialization product in the prior year; and

$25.9 million decrease in operating expenses due primarily to the absence of an impairment charge related to a definite-lived intangible ~~assets of $27.8 million;~~asset, partially offset by ~~the absence of $4.7 million of acquisition and integration-related charges and contingent consideration adjustments.~~

an increase in R&D expense to continue to support future growth initiatives.

Perrigo Company plc - Item 2

Six Month Comparison


	Six Months Ended						Six Months Ended
(in millions)	June 29, 2019			June 30, 2018			June 27, 2020			June 29, 2019
Net sales	$	481.3		$	469.2		$	528.1		$	481.3
Gross profit	$	175.1		$	196.2		$	173.6		$	175.1
Gross profit %	36.4		%	41.8		%	32.9		%	36.4		%
Operating income	$	75.3		$	114.8		$	99.4		$	75.3
Operating income %	15.7		%	24.5		%	18.8		%	15.7		%

Six Months Ended June ~~29, 2019~~27, 2020 vs. Six Months Ended June ~~30, 2018~~29, 2019

~~Operating income decreased $39.5~~Net sales increased $46.8 million, or ~~34%~~10%, ~~over~~due primarily to:

$45.1 million, or a 9%, net increase due primarily to new product sales of $138.7 million driven mainly by the launch of generic albuterol sulfate inhalation aerosol, the scopolamine relaunch, and diclofenac sodium topical gel 1%. This includes the positive impact on demand for albuterol sulfate inhalation aerosol related to customer behavior surrounding the COVID-19 pandemic. This increase was partially offset by a decline in the base business, which was affected by fewer doctor visits compared to the prior year period ~~as a result of:~~leading to lower U.S. prescription dermatology volumes due to COVID-19, pricing pressure due partially to testosterone gel 1.62% (which still had 180-day market exclusivity in the prior year period), and $17.5 million of discontinued low margin distribution products.

Operating income increased $24.1 million, or 32%, due to:

$~~12.1 million, or 3%, increase in net sales over the prior year period due to:~~

~~$48.4 million increase due to new product sales; partially offset by~~

~~$19.8 million decrease due to discontinued products;~~

~~$15.1 million decrease in sales of existing products due to pricing pressure; partially offset by increased sales volumes of certain products; and~~

~~$1.4 million decrease due to unfavorable Israeli Shekel foreign currency translation.~~

~~$21.1~~1.5 million decrease in gross profit ~~or 540 basis points decrease of gross~~due primarily to the increase in net sales as described above being more than offset by third party operational inefficiencies on partnered products. Gross profit as a percentage of net sales decreased 350 basis points, due primarily to pricing pressure, unfavorable product mix, and ~~less favorable~~third party operational inefficiencies on partnered products, partially offset by the incremental sales driven by generic albuterol sulfate inhalation aerosol pre-launch inventory that was expensed as pre-commercialization product ~~mix.~~in the prior year. The decreases described above were more than offset by

$~~18.4~~25.6 million ~~increase~~decrease in operating expenses due primarily to the absence of an impairment charge related to a definite-lived intangible asset, ~~of $27.8 million;~~ partially offset by ~~the absence of $8.7 million of acquisition and integration-related charges and contingent consideration adjustments.~~

an increase in R&D expense to continue to support future growth initiatives.

Unallocated Expenses

Unallocated expenses are comprised of certain corporate services not allocated to our reporting segments and are recorded in Operating income on the Condensed Consolidated Statements of Operations. Unallocated expenses were as follows (in millions):


Three Months Ended	Three Months Ended			Six Months Ended				Three Months Ended			Six Months Ended
June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
June 27, 2020								June 27, 2020	June 29, 2019		June 27, 2020		June 29, 2019
$	64.6	$	27.5	$	125.1	$	63.4	47.2	$	64.6	$	102.7	$	125.1

The ~~increase~~decrease of ~~$37.1~~$17.4 million in unallocated expenses during the three months ended June ~~29, 2019~~27, 2020 compared to the prior year period was primarily due to a ~~$23.5~~$12.0 million ~~increase~~decrease in legal and consulting fees, ~~and~~

a ~~$4.0~~$3.0 million ~~increase~~decrease in ~~share-based compensation~~Restructuring expense ~~driven~~related primarily ~~by the on-boarding of new executives.~~

The increase of $61.7 million in unallocated expenses during the six months ended June 29, 2019 compared to the prior year period was due to a $45.9 million increase in legal and consulting fees, a $7.4 million increase due to the reorganization of our executive management team in the prior year period, and additional decreases related to our current cost savings initiative, partially offset by an increase of $4.2 million in ~~share-based compensation expense of $3.2 million driven by the on-boarding of new executives.~~insurance related expenses.

Perrigo Company plc - Item 2

Unallocated, Interest, Other, and Taxes

The decrease of $22.4 million in unallocated expenses during the six months ended June 27, 2020 compared to the prior year period was due to a $22.3 million decrease in legal and consulting fees, a $10.9 million decrease in Restructuring expense related primarily to the reorganization of our executive management team, and additional decreases related to our current cost savings initiative, partially offset by an increase of $8.4 million in insurance related expenses and an $8.9 million increase in employee incentive compensation expenses.

Change in Financial Assets, Interest expense, net, and Other (income) expense, net (Consolidated)


	Three Months Ended						Six Months Ended					Three Months Ended						Six Months Ended
(in millions)	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018		June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Change in financial assets	$	(5.5	)	$	(0.6	)	$	(15.9	)	$	9.0	$	(2.1	)	$	(5.5	)	$	(3.7	)	$	(15.9	)
Interest expense, net	$	31.2		$	32.1		$	59.8		$	63.5	$	33.4		$	31.2		$	63.6		$	59.8
Other (income) expense, net	$	2.3		$	7.9		$	5.5		$	12.1	$	14.3		$	2.3		$	16.7		$	5.5

Change in Financial Assets

The proceeds from our 2017 sale of the Tysabri^® financial asset consisted of $2.2 billion in upfront cash and up to $250.0 million and $400.0 million in contingent milestone payments related to 2018 and 2020, respectively. During the year ended December 31, 2019 we received the $250.0 million contingent milestone payment.

During the three and six months ended June 27, 2020, the fair value of the Royalty Pharma contingent milestone payment related to 2020 increased by $2.1 million and $3.7 million, respectively to $99.0 million, which is recorded on the Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets. The adjustments were driven by higher volatility, higher projected global net sales of Tysabri^® compared to the estimates in the prior period, and the estimated probability of achieving the earn-out. During the three and six months ended June 29, 2019,, the fair value of the Royalty Pharma contingent milestone payments increased by $5.5 million and $15.9 million,, respectively. These increases were driven by higher projected global net sales of Tysabri^®and the estimated probability of achieving the earn-out.

The ~~fair value of the~~ Royalty Pharma payments from Biogen for Tysabri^®were $337.5 million in 2018, which triggered the $250.0 million milestone payment received during the first quarter of 2019. There is no contingent milestone payments increased by $0.6 million during the three months ended June 30, 2018. This increase included a $2.9 million decrease in the fair value of the 2018 contingent milestone payment, more than offset by a $3.5 million increase in the fair value of the 2020 contingent milestone payment. During the six months ended June 30, 2018, the fair value of the Royalty Pharma contingent milestone payments decreased $9.0 million. The net changes in the fair value of the contingent milestone payments were due to the fluctuation of the projected global netbased on 2019 sales of Tysabri^®_,~~which were impacted by competition, namely the launch of Ocrevus~~^® ~~in the U.S. and European markets.~~

Interest Expense, Net

~~Interest expense, net was $31.2~~The $2.2 million and ~~$59.8~~$3.8 million ~~during the three and six months ended June 29, 2019, respectively, compared to $32.1 million and $63.5 million~~increases for the three and six months ended June ~~30, 2018, respectively. The $0.9 million and $3.7 million decreases for~~27, 2020, respectively, compared to the ~~three and six months ended June 29, 2019, respectively,~~prior year period were due primarily to ~~changes~~a reduction in ~~our underlying hedge exposure (refer to~~ ~~Item 1. Note 9~~).interest income received.

Other (Income) Expense, Net

~~Other (income)~~The $12.0 million increase in expense ~~net was $2.3 million expense for~~during the three months ended June ~~29, 2019~~27, 2020 compared to ~~$7.9 million expense for~~ the ~~three months ended June 30, 2018. The $5.6 million decrease~~prior year period was due primarily to a $17.4 million pre-tax loss on the ~~absence~~divestiture of our Rosemont Pharmaceuticals business, partially offset by a ~~$6.3~~decrease of $2.1 million ~~loss~~in losses on investment securities ~~in the prior year period (refer to~~ ~~Item 1. Note 7); partially offset by $1.0~~and $2.8 million of favorable changes in revaluation of monetary assets and liabilities held in foreign currencies.

~~Other (income) expense, net was $5.5~~The $11.2 million increase in expense during the six months ended June ~~29, 2019~~27, 2020 compared to ~~$12.1 million expense for~~ the ~~six months ended June 30, 2018. The $6.6 million change~~prior year period was due primarily to a $17.4 million pre-tax loss on the divestiture of our Rosemont Pharmaceuticals business, partially offset by a decrease of ~~$3.7~~$5.2 million in losses on investment securities ~~(refer to~~ ~~Item 1. Note 7~~) and ~~$1.9~~$1.5 million of favorable changes in revaluation of monetary assets and liabilities held in foreign currencies.

Perrigo Company plc - Item 2

Unallocated, Interest, Other, and Taxes

Income Taxes (Consolidated)

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 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
15.6	%	66.6	%	10.5	%	32.5	%

The effective tax rate for the three and six months ended June ~~29, 2019increased~~27, 2020 decreased compared to the prior ~~year~~ period primarily due ~~primarily~~ to ~~changes~~additional interest and depreciation deductions provided for in the ~~jurisdictional mix~~CARES Act and the exclusion of ~~pre-tax book income and~~ a one-time $27.8 million ~~reduction in pre-tax income due to an~~ impairment ~~charge related~~ to a ~~definite-lived~~definite lived intangible ~~asset.~~

recorded in 2019. The ~~effective~~CARES Act reduced income tax ~~rate for~~expense by approximately $26.0 million in the ~~six months ended June 29, 2019increased compared~~first and second quarters of 2020, of which $15.8 million relates to retroactive adjustments to the ~~prior~~2018 and 2019 tax years while $10.2 million relates to the first and second quarters of the 2020 tax year ~~period due primarily to changes in the jurisdictional mix of pre-tax book income~~ (refer to Item 1. Note 1413 for more information on income taxes).

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate other available financing sources including term and revolving bank credit and securities offerings. In determining our future capital requirements we regularly consider, among other factors, known trends and uncertainties, such as the Notice of Assessment ("NoA") and the ~~Notice~~Notices of Proposed Adjustment ("~~NOPA"~~NOPAs"), the current COVID-19 pandemic, and other contingencies. We note that no payment of the additional amounts assessed by Irish Revenue pursuant to the NoA or proposed by the IRS in the ~~NOPA~~NOPAs is currently required, and no such payment is expected to be required, unless and until a final determination of the matter is reached that is adverse to us, which could take several years in either ~~case.~~case (refer to Item 1. Note 13 for additional information on the NoA and NOPAs). Based on the foregoing, management believes that our operations and borrowing resources are sufficient to provide for our short-term and long-term capital requirements, as described below. However, an adverse result with respect to our appeal of any material outstanding tax assessments or litigation, including securities or drug pricing matters and product liability cases, could ultimately require the use of corporate assets to pay such assessments, damages resulting from third-party claims, and related interest and/or penalties, and any such use of corporate assets would limit the assets available for other corporate purposes. As such, we continue to evaluate the impact of the above factors on liquidity and may determine that modifications to our capital structure are appropriate if market conditions deteriorate, favorable capital market opportunities become available, or any change in conditions relating to the NoA, the ~~NOPA~~NOPAs, the COVID-19 pandemic or other contingencies ~~has~~have a material impact on our capital requirements.

Cash and Cash Equivalents

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

** As described below, $590.0 million in cash was used to retire the bonds due in March and December 2021, effective July 6, 2020.

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources

Cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities are expected to be sufficient to finance our liquidity and capital expenditures in both the short and long term. Although our lenders have made commitments to make funds available to us in a timely fashion under our revolving credit agreements and overdraft facilities, if economic conditions worsen, including due to the COVID-19 pandemic, or new information becomes publicly available

~~Perrigo Company plc~~ ~~- Item 2~~

~~Financial Condition, Liquidity and Capital Resources~~

impacting the institutions’ credit rating or capital ratios, these lenders may be unable or unwilling to lend money pursuant to our existing credit facilities. Should our outlook on liquidity requirements change substantially from current projections, we may seek additional sources of liquidity in the future.

Cash Generated by (Used in) Operating Activities

The ~~$96.4~~$304.4 million ~~decrease~~increase in operating cash inflow was due primarily to:

~~Decreased~~$283.2 million increase in cash from the change in accounts receivable, due primarily to timing of sales and receipt of payments;

$39.7 million increase in cash from the change in inventory, due primarily to the build-up of inventory at a lower level than in the prior year to support customer demands, partially offset by higher inventory levels due to a reduction in sales for certain products;

$35.7 million increase in cash from the change in net earnings after adjustments for items ~~such as~~including deferred income taxes, impairment charges, restructuring charges, changes in our financial assets, share-based compensation, amortization of debt premium, loss on sale of business, and depreciation and amortization;

~~Changes~~$23.9 million increase in cash from the change in accrued income taxes, due primarily to the CARES Act, which allowed the deferral of the U.S. federal and state tax payments from April 15th, 2020 to July 15th, 2020; and

$20.9 million increase in cash from the change in accrued customer programs, due primarily to ~~pricing dynamics~~timing of payments for contractual programs in our ~~RX segment, as well as timing of rebate and chargeback payments;~~CSCA segment; partially offset by

~~Changes~~$62.8 million decrease in cash from the change in accounts payable, due primarily to the timing of payments and mix of payment terms; and

~~Changes~~$34.8 million decrease in ~~accounts receivable~~cash from the change in prepaid expenses, due primarily to ~~timing of shipments and receipt of payments~~an increase in our ~~CSCA~~directors and ~~RX segments; partially offset by~~

~~Changes in payroll~~officers prepaid insurance, payments made for annual prepaid expenses, and ~~related taxes due primarily to increase in employee-related expenses;~~

~~Changes in inventory due primarily to the build-up of inventory levels to support customer demands; and~~

~~Changes in accrued liabilities due primarily to the change in royalty and profit sharing accruals, and changes in legal, consulting and litigation accruals,~~a payment made for a transitional service agreement, partially offset by ~~deferred revenue associated with BCH-Belgium distribution contracts and changes in~~payments received related to our ~~underlying hedge exposure.~~cross currency swap.

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources

Cash Generated by (Used in) Investing Activities

The ~~$191.2~~$183.7 million ~~increase~~decrease in investing cash ~~inflow~~flow was due primarily to:

~~$250.0 million increase from the receipt of the Royalty Pharma contingent milestone payment;~~


•	$~~7.5~~250.0 million ~~increase~~decrease in cash due to the absence of the ~~investment in Zibo Xinhua - Perrigo Pharmaceutical Company Limited~~Royalty Pharma contingent milestone proceeds received in the prior year period(refer to Item 1. Note 6);


•	$106.0 million decrease in cash for the acquisition of the oral care assets of High Ridge Brands (refer to Item 1. Note 3);


•	$15.0 million decrease in cash for the purchase of our equity method investment in Kazmira LLC (refer to Item 1. Note 7); and

$5.4 million decrease in cash due to the change in capital spending, primarily to increase tablet and infant formula capacity and for quality/regulation projects; partially offset by


•	$187.8 million increase in cash for the net proceeds from the divestiture of our Rosemont Pharmaceuticals business (refer to Item 1. Note 3); and

•

$~~35.0~~2.2 million ~~decrease~~increase in cash due ~~primarily~~ to the ~~acquisition~~change in spending on asset acquisitions, primarily related to the purchase of the Steripod^®brand for $24.9 million and theDexsil^®brand for approximately $8.0 million, offset by prior year acquisitions, including that of an ANDA for a generic product used to relieve pain ~~from osteoartheritis~~ for $15.7 million, and Budesonide Nasal Spray and Triamcinolone Nasal Sprayfor $14.0 million (refer to Item 1. Note 3);.

~~$21.4 million increase in capital spending due primarily to increased tablet and infant formula capacity and quality/regulation projects; and~~

~~$8.6 million decrease in proceeds from royalty rights.~~

Cash Generated by (Used in) Financing Activities

The ~~$540.4~~$488.6 million ~~decrease~~increase in financing cash ~~outflow~~flow was due primarily to:

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources


•	$743.8 million for the issuance of long-term debt (refer to Item 1. Note 10); and

$~~405.7~~158.9 million ~~increase~~decrease in payments on long-term debt; partially offset by

$395.9 million decrease in net borrowings of revolving credit agreements and other financing;

$~~298.4~~7.1 million ~~net decrease~~increase in ~~payments on long-term debt;~~dividend payments; and

$~~265.0~~5.0 million ~~decrease~~increase in ~~share repurchases; partially offset by~~

~~$431.0 million decrease in issuances~~deferred financing fees related to the issuance of long-term debt.

Dividends

The declaration and payment of dividends, if any, is subject to the discretion of our Board of Directors and will depend on our earnings, financial condition, availability of distributable reserves, capital and surplus requirements, and other factors our Board of Directors may consider relevant.

~~Perrigo Company plc~~ ~~- Item 2~~

~~Financial Condition, Liquidity and Capital Resources~~

Share Repurchases

In October 2018, our Board of Directors authorized up to $1.0 billion of share repurchases with no expiration date, subject to the Board of Directors’ approval of the pricing parameters and amount that may be repurchased under each specific share repurchase program. We did not repurchase any shares during the three and six months ended June 27, 2020.

Borrowings and Capital Resources

Revolving Credit Agreements

On March 8, 2018, we ~~terminated the revolving credit agreement entered into in December 2014 and~~ entered into a $1.0 billion revolving credit agreement maturing on March 8, 2023 (the "2018 Revolver"). There were ~~$325.0 million of borrowings outstanding under the 2018 Revolver as ofJune 29, 2019. There were~~ no borrowings outstanding under the 2018 Revolver as of June 27, 2020 or December 31, ~~2018.~~2019.

Term Loans and Notes

~~We had $2.8 billion outstanding under our notes~~On June 19, 2020, Perrigo Finance issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 and ~~bonds as~~received net proceeds of ~~both~~$737.1 million after fees and market discount. Interest on the 2020 Notes is payable semi-annually in arrears on June ~~29, 2019~~15 and December ~~31, 2018. We had $323.4~~15 of each year, beginning on December 15, 2020. The 2020 Notes will mature on June 15, 2030. The 2020 Notes are governed by the 2020 Indenture. The 2020 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo and, no other subsidiary of Perrigo guarantees the 2020 Notes. There are no restrictions under the 2020 Notes on Perrigo's ability to obtain funds from its subsidiaries. Perrigo Finance may redeem the 2020 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2020 Indenture. On July 6, 2020, the net proceeds of the 2020 Notes were used to fund the redemption of Perrigo Finance's $280.4 million of 3.500% Senior Notes due March 15, 2021 and ~~$351.3~~$309.6 million ~~outstanding under our 2018 Term Loan~~of 3.500% Senior Notes due December 15, 2021, both of which were classified as Current indebtedness on the Condensed Consolidated Balance Sheet as of June ~~29, 2019~~27, 2020. The balance will be

Perrigo Company plc - Item 2

Financial Condition, Liquidity and ~~December 31, 2018, respectively.~~Capital Resources

~~On December 5, 2014, Perrigo Finance entered into a term loan agreement consisting~~used for general corporate purposes which may include the repayment or redemption of ~~a €500.0~~additional indebtedness. In connection with the redemption, we incurred early redemption costs of $19.0 million, ~~($614.3 million) tranche, maturing December 5, 2019.~~ which will be included in Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations in the third quarter of 2020.

On March 8, 2018, we refinanced the €350.0 million outstanding under the previous term loan with the proceeds of a new €350.0 million ($431.0 million) term loan, maturing on March 8, 2020 (the "2018 Term Loan"). During the three and six months ended June 29, 2019, we made $12.4 million and $24.7 million in scheduled principal ~~payments~~repayments on the 2018 Term Loan. On August 15, 2019, we refinanced the €284.4 million ($317.1 million) outstanding under the 2018 Term Loan with the proceeds of a new $600.0 million term loan, maturing on August 15, 2022.

~~In connection~~Other Financing

We incurred debt of $35.0 million related to our equity method investment with Kazmira pursuant to two Promissory Notes, with $4.0 million to be settled in November 2020, $6.0 million to be settled in May 2021, and the ~~Omega acquisition, on March 30, 2015, we assumed a 5.000% retail bond due 2019~~remaining balance of $25.0 million to be settled in ~~the amount of €120.0 million ($130.7 million)~~November 2021 (refer to Item 1. Note 7). ~~On May 23, 2019 we repaid the bond in full.~~

Overdraft Facilities

We have overdraft facilities available that we use to support our cash management operations. The balance outstanding under the facilities was ~~$73.9~~$1.5 million atas of June ~~29, 2019.~~27, 2020. There were no borrowings outstanding under the facilities as of December 31, ~~2018.~~2019.

Leases

We had ~~$154.0~~$166.3 million and $158.2 million of lease liabilities and ~~$152.5~~$164.4 million and $157.5 million of lease assets as of June ~~29, 2019.~~27, 2020 and December 31, 2019, respectively.

Accounts Receivable Factoring

The total amount factored on a non-recourse basis and excluded from accounts receivable was ~~$12.8~~$16.1 million and ~~$24.3~~$10.0 million at June ~~29, 2019~~27, 2020 and December 31, ~~2018~~2019, respectively.

~~Perrigo Company plc~~ ~~- Item 2~~

~~Financial Condition, Liquidity and Capital Resources~~

We are in compliance with all covenants under our debt agreements as of June ~~29, 2019~~27, 2020 (refer to Item 1. Note 109 and Note 1110 for more information on all of the above lease activity and debt facilities, respectively).

Credit Ratings

Our credit ratings on June ~~29, 2019~~27, 2020 were Baa3 (stable) and BBB- (stable) by Moody's Investors Service and ~~Standard and Poor's Rating Services,~~S&P Global Ratings, respectively.

Credit rating agencies review their ratings periodically and, therefore, the credit rating assigned to us by each agency may be subject to revision at any time. Accordingly, we are not able to predict whether current credit ratings will remain as disclosed above. Factors that can affect our credit ratings include changes in operating performance, the economic environment, our financial position, and changes in business strategy. If changes in our credit ratings were to occur, they could impact, among other things, future borrowing costs, access to capital markets, and vendor financing terms.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures, or capital resources. We acquire and collaborate on potential products still in development and enter into R&D arrangements with third parties that often require milestone payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required contingent upon the successful achievement of an important point in the development life cycle of the product. Because of the contingent nature of these payments, they are not included in ~~the~~our table of contractual obligations included in our ~~2018~~2019 Form 10-K and referred to below.

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources

Contractual Obligations and Commitments

~~There~~Other than the obligations related to the changes in our debt structure from the 2020 Notes and Promissory Notes related to our equity method investment with Kazmira, as discussed in Item 1. Note 10, there were no material changes in contractual obligations as of June ~~29, 2019~~27, 2020 from those provided in our ~~2018~~2019 Form 10-K. Below is a revised schedule of our enforceable and legally binding obligations as of June 27, 2020 related to our short and long-term debt arrangements.



	Payment Due
	2020 ⁽²⁾		2021-2022		2023-2024		After 2024		Total
Short and long-term debt ⁽¹⁾	$	671.6	$	887.9	$	1,284.5	$	2,399.4	$	5,243.4

(1) Short-term and long-term debt includes interest payments, which were calculated using the effective interest rate at June 27, 2020.

(2) Reflects remaining six months of 2020.

~~Critical~~Significant Accounting Policies

Other than the adoption of ASU 2016-13 Financial Instruments - Credit Losses (refer to Item 1. Note 1) and ASU 2018-13 Fair Value Measurement Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (refer to Item 1. Note 6), there have been no material changes to the accounting policies disclosed in our 2019 Form 10-K.

Critical Accounting Estimates

The determination of certain amounts in our financial statements requires the use of estimates. These estimates are based upon our historical experiences combined with management’s understanding of current facts and circumstances. Although the estimates are considered reasonable based on the currently available information, actual results could differ from the estimates we have used. ~~There have been no material changes~~Below are the updates regarding critical accounting estimates which required judgment in the preparation of our financial statements during the three and six months ended June 27, 2020. The below disclosures should be read in conjunction with our 2019 Form 10-K.

Change in Financial Assets

We valued our contingent milestone payments from Royalty Pharma using a modified Black-Scholes Option Pricing Model ("BSOPM"). Key inputs in the BSOPM are the estimated volatility and rate of return of royalties on global net sales of Tysabri^® that are received by Royalty Pharma until the contingent milestones are resolved. As of June 27, 2020, volatility and the estimated fair value of the milestones had a positive relationship such that higher volatility translates to a higher estimated fair value of the contingent milestone payments. Rate of return and the estimated fair value of the milestones had an inverse relationship, such that a lower rate of return correlates with a higher estimated fair value of the contingent milestone payments. We assess volatility and rate of return inputs quarterly by analyzing certain market volatility benchmarks and the risk associated with Royalty Pharma achieving the underlying projected royalties. The table below represents the volatility and rate of return:



	Three Months Ended
	June 27, 2020		June 29, 2019
Volatility	37.5	%	30.0	%
Rate of return	6.91	%	7.99	%

We also consider Biogen’s quarterly Tysabri earnings along with forecasts from third party analysts in our royalty projections. In our estimation process as of June 27, 2020, we considered risks associated with COVID-19 on Tysabri sales in 2020, including but not limited to, the ~~critical accounting policies disclosed~~potential for disruptions and delays in dosing of Tysabri in physician office and hospital settings. We will continue monitoring Tysabri earnings and the development of COVID-19 impacts in our ~~2018 Form 10-K other than~~quarterly valuation assessment. In order for us to receive the ~~hedging policies that~~remaining contingent milestone payment of $400.0 million, Royalty Pharma payments from Biogen for Tysabri^® sales in 2020 must exceed $351.0 million. If Royalty Pharma payments from Biogen for Tysabri^® sales do not meet the prescribed

Perrigo Company plc - Item 2

Unallocated, Interest, Other, and Taxes

threshold in 2020, we ~~updated upon adoption~~will write off the $99.0 million asset and record a loss. If the prescribed threshold is exceeded, we will increase the asset to $400.0 million and recognize income of ~~ASU 2017-12~~$301.0 million in Change in financial assets on the Condensed Consolidated Statements of Operations (refer to Item 1. Note 9~~) and our leasing polices that we updated upon adoption of ASU 2016-02 (refer to~~ ~~Item 1. Note 10~~6).

Goodwill

Goodwill represents amounts paid for an acquisition in excess of the fair value of net assets received. After completing the divestiture of our Rosemont Pharmaceuticals business, we have five reporting units subject to impairment testing annually, which we perform on the first day of the fourth quarter of the fiscal year. We perform impairment testing more frequently if events suggest an impairment may exist. The test for impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. The estimates associated with the goodwill impairment tests are considered critical due to the judgments required in determining fair value amounts, including projected future cash flows that include assumptions about future performance. The discount rates used in testing each of our reporting units’ goodwill for impairment during our interim and annual testing are based on the weighted average cost of capital determined for each of our reporting units.

The discounted cash flow forecasts used for our reporting units include assumptions about future activity levels in the near term and longer-term. If growth in our reporting units is lower than expected, we may experience deterioration in our cash flow forecasts that may indicate goodwill in one or more reporting units is impaired in future impairment tests. An increase in the discount rate could negatively impact the estimated fair value of the reporting units and lead to a future impairment. Certain macroeconomic factors which are not controlled by the reporting units, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. Deterioration in performance of our reporting units, such as lower than expected revenue or profitability that has a sustained impact on future periods, could also represent potential indicators of impairment requiring further impairment analysis.

We reviewed our reporting units for impairment indicators during the three months ended June 27, 2020. We evaluated the weighted average cost of capital, market multiples, and forecasted cash flows of each reporting unit, among other factors. Our BCS reporting unit had an indication of potential impairment driven by a decrease in forecasted cash flows in the second half of 2020 related to impacts from the COVID-19 pandemic. Goodwill remaining in this reporting unit was $961.0 million as of June 27, 2020. We prepared a quantitative analysis as of June 27, 2020 and determined that the fair value of the BCS reporting unit continued to exceed net book value by less than 10%. As a result of the relatively narrow margin between fair value and net book value during the three months ended June 27, 2020, this reporting unit is at risk for future impairments if it experiences deterioration in business performance or market multiples or increases in discount rates. We continue to monitor the progress of our reporting units and assess them for potential impairment should impairment indicators arise, as applicable, and at least annually during our fourth quarter impairment testing.

We performed sensitivity analysis on the discounted cash flow valuation that was prepared to estimate the enterprise value of the BCS reporting unit. Discount rates and perpetual revenue growth rates were increased and decreased by increments of 25 or 50 basis points. A 75 basis point increase in the discount rate, or a 50 basis point increase in the discount rate combined with a 25 basis point decrease in the residual growth rate, would indicate potential impairment for this reporting unit. Our sensitivities for the BCS reporting unit assume a corresponding decrease in market valuation multiples. Based on the sensitivity of the discount rate assumption on this analysis, an increase in the discount rate over the next twelve months could negatively impact the estimated fair value of the reporting unit and lead to a future impairment. Certain macroeconomic factors which are not controlled by the BCS reporting unit, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. Deterioration in performance of the BCS reporting unit over the next twelve months, such as lower than expected revenue or profitability that has a sustained impact on future periods, could also represent potential indicators of impairment requiring further impairment analysis.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of our ~~2018~~2019 Form 10-K.

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 ~~29, 2019.~~27, 2020. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in ensuring that all material information relating to us and our consolidated subsidiaries required to be included in our periodic SEC filings would be made known to them by others within those entities in a timely 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 ~~29, 2019.~~27, 2020. The framework used in carrying out our evaluation was the 2013 Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. In evaluating our information technology controls, we also used components of the framework contained in the Control Objectives for Information and 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 effective as of June ~~29, 2019.~~27, 2020. The results of management’s assessment have been reviewed with our Audit Committee.

Changes in Internal Control over Financial Reporting

~~There have been no changes in our~~We acquired Ranir during the third quarter of 2019 and the oral care assets of High Ridge Brands during the second quarter of 2020 (refer to Item 1. Note 3). As permitted by Securities and Exchange Commission Staff interpretive guidance for newly acquired businesses, management excluded Ranir and the oral care asset of High Ridge Brands from its evaluation of internal control over financial reporting ~~during~~as of June 27, 2020. We are in the ~~three months ended June 29, 2019 that have materially affected, or are reasonably likely to materially affect,~~process of documenting and testing both Companies' internal controls over financial reporting. We will incorporate Ranir and the oral care assets of High Ridge Brands into our annual reports on internal control over financial ~~reporting.~~reporting for our years ending December 31, 2020 and December 31, 2021, respectively. As of June 27, 2020, assets excluded from management’s assessment totaled $999.0 million and contributed $158.0 million of Net sales and $5.5 million of Operating incomein our Condensed Consolidated Statements of Operations for the six months ended June 27, 2020.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to ~~Part I,~~ Item 1. Note 1513 and Item 1. Note 14 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, ~~2018~~2019 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,~~Adverse Economic Impacts of Coronavirus Pandemic

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic, as the new coronavirus, unknown to health officials just three months earlier, spread rapidly from Asia to the Middle East, Europe, and ~~any difficulties we experience~~the United States. As the pandemic continues, many actions taken to reduce the spread of the coronavirus remain in ~~managing such transitions may negatively impact our business.~~

~~Over the last several years, we have experienced a number of~~effect, including quarantines, government restrictions on movement, business closures and suspensions, canceled events and activities, self-isolation, and other voluntary and/or mandated changes in ~~our executive leadership. Most recently, on March 20, 2019, we announced~~behavior. Both the ~~appointment~~outbreak of ~~Raymond P. Silcock as Chief Financial Officer~~the disease and ~~principal accounting officer. Mr. Silcock’s appointment followed~~ the ~~resignation of Ronald L. Winowiecki, who~~actions to slow its spread have 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 disruptivean adverse impact on our ~~ability to implement, or result in changes to, our strategy~~operations by, among other things, increasing absenteeism, affecting the supply of raw materials 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~~third party

Perrigo Company plc - Item 1A

Risk Factors

~~property~~supplied finished goods, and preventing many of our employees from coming to work. The Company has responded to such impacts by, among other ~~assets related~~things, implementing protocols to ~~Tysabri~~^®protect the health of factory workers, adjusting production schedules, and seeking alternate suppliers where available, and so far, most of our facilities have continued to 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, ifproduce at ~~all, until all applicable proceedings have been completed, which could take~~high levels despite these challenges. However, a number of ~~years. However, while we believe our position to be correct, there can be no assurance~~jurisdictions that relaxed such restrictions, or have experienced limited public adherence with suggested safety measures, have experienced new surges in COVID-19 cases. Many 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 carriesthese jurisdictions are now contemplating or implementing new or renewed restrictions. Going 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 paymentcontinued spread of the ~~additional amounts is required until~~disease and the ~~matter is resolved administratively, judicially, or through treaty negotiation. While we believe our position~~actions to ~~be correct, there can be no assurance of an ultimate favorable outcome, and if the matter is resolved unfavorably~~slow 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, our supply chains and ~~strategy, including~~other operations, our ~~plan~~results of our operations, consumer demand for our products and our ability to ~~separate~~access capital. The magnitude of any such adverse impacts cannot currently be determined, but such adverse impacts could be material, depending on: the duration, intensity, and continued spread of the disease; the duration of business closure and similar government orders; the process by which government authorities permit businesses to reopen and employees to return to work and the publics willingness to adhere to suggested safety measures; the scale and timing of any additional waves of the outbreak as restrictions on community movement are relaxed; the severity of any economic downturn resulting from the pandemic; the effectiveness of the Company's efforts at mitigation; and other factors, both known and unknown, many of which are likely to be outside our ~~RX business.~~control. In addition, to the extent that any increased sales of our products during the initial stages of the outbreak may reflect "pantry stocking", consumer demand for such products in future periods may be correspondingly reduced. Further, lower consumer demand for certain other self-care products and lower volume of U.S. dermatology prescriptions may continue in future periods. It is also possible that a change in the course of the pandemic may affect consumer demand for products in future periods in ways we do not currently anticipate.

AtIn connection with delays in the implementation of the EU's Medical Device Regulation due to the COVID-19 pandemic, the designation of a Notified Body certifying certain of our products expired, which could adversely affect our sales of these products in the EU.

We market certain products that are subject to the EU’s Medical Device Directive (“MDD”) and will be subject to the EU’s Medical Device Regulation (“MDR”), both of which require that products be certified by designated assessment entities (“Notified Bodies”) prior to sale. The date of application of the MDR, and as a result the date of repeal of the MDD, has been deferred by 12 months to May 26, 2021 due to the pandemic. In connection with this extension, Notified Bodies designated under the prior MDD regime were allowed to continue their related governance of medical devices for one additional year, until May 25, 2021, subject to them having a designation under MDD in place throughout this time. During this time, the MDD designation of a Notified Body that certifies certain products in our portfolio has expired. The current regulations are not clear on the treatment of the existing certificates granted by such a Notified Body during this period, and we ~~cannot predict~~have engaged in detailed discussions with the ~~outcome~~relevant authorities to enable continuity of ~~any audit or related litigation. Unfavorable developments in or resolutions of matters such as those discussed above could, individually or in the aggregate, have~~supply. While we do not expect a material impact on our ~~Condensed Consolidated Financial Statements~~business, there can be no assurances that our ability to sell these products in ~~future periods (refer to~~ ~~Item 1, Note 14~~ ~~for further information related to uncertain tax positions and ongoing tax audits and~~ ~~Item 1. Note 15~~ ~~for further information related to legal proceedings).~~the EU will not be interrupted, slowed or otherwise adversely affected.

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~~4.1		Base Indenture dated as of December 2, 2014, between Perrigo Finance Unlimited Company, formerly known as Perrigo Finance plc, Perrigo Company plc ~~2019 Long-Term Incentive Plan~~and Wells Fargo Bank, National Association as Trustee (incorporated by reference from Exhibit ~~10.1~~4.1 to the Company’s Current Report on Form 8-K filed on ~~April 30, 2019)~~December 2, 2014).

4.2		Third Supplemental Indenture, dated as of June 19, 2020, among the Issuer, the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020).

4.3		Form of 3.150% Note due 2030 (incorporated by reference from Exhibit A to the Third Supplemental Indenture, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020).

~~10.2~~10.1		~~Waiver and Release Agreement by and between~~ Perrigo Company ~~plc and Ronald Winowiecki~~Employee Severance Programme - Ireland, effective ~~as of~~ April ~~17, 2019~~9, 2020 (incorporated by reference from Exhibit ~~10.9~~10.1 to the Company’s Quarterly Report on Form 10-Q filed on May ~~9, 2019).~~

~~10.3~~		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 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 1, 2019 (filed herewith)~~5, 2020).

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

31.2		Rule 13a-14(a) Certification by 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		XBRL Instance 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 ~~8, 2019~~5, 2020	/s/ Murray S. Kessler
		Murray S. Kessler
		Chief Executive Officer and President
		(Principal Executive Officer)

Date:	August ~~8, 2019~~5, 2020	/s/ Raymond P. Silcock
		Raymond P. Silcock
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

5568



	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