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: April 3, 20212, 2022

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission file number 001-36353

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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares, €0.001 par valuePRGONew York Stock Exchange
4.000% Notes due 2023PRGO23New York Stock Exchange
3.900% Notes due 2024PRGO24New York Stock Exchange
4.375% Notes due 2026PRGO26New York Stock Exchange
3.150% Notes due 2030PRGO30New York Stock Exchange
5.300% Notes due 2043PRGO43New York Stock Exchange
4.900% Notes due 2044PRGO44New 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 filerAccelerated filerNon-accelerated filerSmaller 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 May 7, 2021,6, 2022, there were 133,549,064134,551,671 ordinary shares outstanding.




PERRIGO COMPANY PLC
FORM 10-Q
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
PART II. OTHER INFORMATION

PAGE
NUMBER
PART I. FINANCIAL INFORMATION
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18Subsequent Events
PART II. OTHER INFORMATION



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 haveThe Company has based these forward-looking statements on ourits current expectations, assumptions, estimates and projections. While we believethe Company believes 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 ourthe Company’s control, including: the effect of the novel coronavirus (COVID-19) pandemic and theits variants and associated economic downturn and supply chain impacts on the Company'sCompany’s business; general economic, credit, and market conditions; the timing, amountimpact of the war in Ukraine and costany escalation thereof, including the effects of any share repurchases;economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries related thereto; the outbreak or escalation of conflict in other regions where we do business; future impairment charges; 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;the Company does; pricing pressures from customers and consumers; resolution of uncertain tax positions, including the Company'sCompany’s appeal of the Notice of Assessment ("NoA") issued by the Irish Office of the Revenue Commissioners (“Irish Revenue”)draft and thefinal Notices of Proposed Adjustment ("NOPAs"Assessment (“NOPAs”) issued by the U.S. Internal Revenue Service and the impact that an adverse result in any such proceeding couldproceedings would have on operating results, cash flows, and liquidity; pending and potential third-party claims and litigation, including litigation relating to alleged price-fixing in the generic pharmaceutical industry, alleged class action and individual securities law claims, and alleged product liability claimsCompany’s restatement of previously-filed financial information and litigation relating to uncertain tax positions, including the NoA and NOPAs; developments relating to ongoing or future settlement discussions relating to any such claims or litigation; potential impacts of ongoing or future government investigations and regulatory initiatives; potential costs and reputational impact of product recalls andor sales halts; the impact of tax reform legislation andand/or changes in healthcare policy; general economic conditions;the timing, amount and cost of any share repurchases; fluctuations in currency exchange rates and interest rates; the occurrence of any event, change or other circumstance that could delay or preventCompany’s ability to achieve the consummation ofbenefits expected from the sale of theits RX business ("the RX sale"), includingand the risk that any required regulatory approvals may not be obtained within the expected time frame or at all; failure to realize the expected benefits of the RX sale; potential costs or liabilities incurred or retained in connection with the RX sale that transaction may exceed the Company'sCompany’s estimates or adversely affect the Company'sCompany’s business or operations; the Company’s ability to achieve the benefits expected from the acquisition of Héra SAS ("HRA Pharma") and operations;the risks that the Company’s synergy estimates are inaccurate or that the Company faces higher than anticipated integration or other costs in connection with the acquisition; risks associated with the integration of HRA Pharma, including the risk that growth rates are adversely affected by any delay in the integration of sales and distribution networks; the consummation and success of other announced and unannounced acquisitions or dispositions, and ourthe Company’s ability to realize the desired benefits thereof; and ourthe Company’s ability to execute and achieve the desired benefits of announced cost-reduction efforts and strategic and other initiatives. An adverse result with respect to ourthe Company’s appeal of any material outstanding tax assessments or pending litigation, including securities or drug pricing matters, 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. These and other important factors, including those discussed in our Form 10-K for the year ended December 31, 2020,2021, this report under “Risk Factors” and in any subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this report are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This report contains trademarks, trade names and service marks that are the property of Perrigo Company plc, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ®, ™ and SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.
1

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 Three Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
Net salesNet sales$1,010.0 $1,083.3 Net sales$1,074.5 $1,010.0 
Cost of salesCost of sales641.6 689.6 Cost of sales736.7 641.6 
Gross profitGross profit368.4 393.7 Gross profit337.8 368.4 
Operating expensesOperating expensesOperating expenses
DistributionDistribution21.6 20.2 Distribution24.4 21.6 
Research and developmentResearch and development31.1 27.9 Research and development29.3 31.1 
SellingSelling135.5 139.6 Selling135.6 135.5 
AdministrationAdministration127.1 119.6 Administration122.3 127.1 
RestructuringRestructuring1.7 Restructuring3.6 1.7 
Other operating expense, netOther operating expense, net0.9 — 
Total operating expensesTotal operating expenses317.0 307.3 Total operating expenses316.1 317.0 
Operating incomeOperating income51.4 86.4 Operating income21.7 51.4 
Change in financial assets(1.6)
Interest expense, netInterest expense, net32.0 28.9 Interest expense, net35.8 32.0 
Other (income) expense, netOther (income) expense, net2.4 1.7 Other (income) expense, net(1.1)2.4 
Income from continuing operations before income taxes17.0 57.4 
Income (loss) from continuing operations before income taxesIncome (loss) from continuing operations before income taxes(13.0)17.0 
Income tax expense (benefit)Income tax expense (benefit)14.2 (0.2)Income tax expense (benefit)(11.7)14.2 
Income from continuing operations2.8 57.6 
Income from discontinued operations, net of tax35.3 48.8 
Net income$38.1 $106.4 
Income (loss) from continuing operationsIncome (loss) from continuing operations(1.3)2.8 
Income (loss) from discontinued operations, net of taxIncome (loss) from discontinued operations, net of tax(1.1)35.3 
Net income (loss)Net income (loss)$(2.4)$38.1 
Earnings per share
Earnings (loss) per shareEarnings (loss) per share
BasicBasicBasic
Continuing operationsContinuing operations$0.02 $0.42 Continuing operations$(0.01)$0.02 
Discontinued operationsDiscontinued operations0.27 0.36 Discontinued operations(0.01)0.27 
Basic earnings per share$0.29 $0.78 
Basic earnings (loss) per shareBasic earnings (loss) per share$(0.02)$0.29 
DilutedDilutedDiluted
Continuing operationsContinuing operations$0.02 $0.42 Continuing operations$(0.01)$0.02 
Discontinued operationsDiscontinued operations0.26 0.35 Discontinued operations(0.01)0.26 
Diluted earnings per share$0.28 $0.77 
Diluted earnings (loss) per shareDiluted earnings (loss) per share$(0.02)$0.28 
Weighted-average shares outstandingWeighted-average shares outstandingWeighted-average shares outstanding
BasicBasic133.2 136.2 Basic134.0 133.2 
DilutedDiluted134.6 137.3 Diluted134.0 134.6 

See accompanying Notes to the Condensed Consolidated Financial Statements.
2

Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
Net income$38.1 $106.4 
Net income (loss)Net income (loss)$(2.4)$38.1 
Other comprehensive income (loss):Other comprehensive income (loss):Other comprehensive income (loss):
Foreign currency translation adjustmentsForeign currency translation adjustments(111.6)(92.2)Foreign currency translation adjustments(24.6)(111.6)
Change in fair value of derivative financial instruments, net of taxChange in fair value of derivative financial instruments, net of tax(6.0)(9.4)Change in fair value of derivative financial instruments, net of tax10.4 (6.0)
Change in post-retirement and pension liability, net of taxChange in post-retirement and pension liability, net of tax(0.7)(1.9)Change in post-retirement and pension liability, net of tax(6.3)(0.7)
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax(118.3)(103.5)Other comprehensive income (loss), net of tax(20.5)(118.3)
Comprehensive income (loss)Comprehensive income (loss)$(80.2)$2.9 Comprehensive income (loss)$(22.9)$(80.2)

See accompanying Notes to the Condensed Consolidated Financial Statements.

3

Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(unaudited)

April 3,
2021
December 31,
2020
April 2,
2022
December 31,
2021
AssetsAssetsAssets
Cash and cash equivalentsCash and cash equivalents$470.9 $631.5 Cash and cash equivalents$1,965.5 $1,864.9 
Accounts receivable, net of allowance for credit losses of $9.1 and $6.5, respectively641.0 593.5 
Accounts receivable, net of allowance for credit losses of $7.1 and $7.2, respectivelyAccounts receivable, net of allowance for credit losses of $7.1 and $7.2, respectively679.3 652.9 
InventoriesInventories1,136.1 1,059.4 Inventories1,022.4 1,020.2 
Prepaid expenses and other current assetsPrepaid expenses and other current assets251.5 182.2 Prepaid expenses and other current assets268.3 305.8 
Current assets held for saleCurrent assets held for sale1,989.1 666.9 Current assets held for sale— 16.1 
Total current assetsTotal current assets4,488.6 3,133.5 Total current assets3,935.5 3,859.9 
Property, plant and equipment, netProperty, plant and equipment, net860.0 864.6 Property, plant and equipment, net846.3 864.1 
Operating lease assetsOperating lease assets149.7 154.7 Operating lease assets195.7 166.9 
Goodwill and indefinite-lived intangible assetsGoodwill and indefinite-lived intangible assets3,059.3 3,102.7 Goodwill and indefinite-lived intangible assets2,975.9 3,004.7 
Definite-lived intangible assets, netDefinite-lived intangible assets, net2,366.3 2,481.5 Definite-lived intangible assets, net2,053.7 2,146.1 
Deferred income taxesDeferred income taxes57.3 40.6 Deferred income taxes6.7 6.5 
Non-current assets held for sale1,364.0 
Other non-current assetsOther non-current assets343.6 346.8 Other non-current assets375.7 377.5 
Total non-current assetsTotal non-current assets6,836.2 8,354.9 Total non-current assets6,454.0 6,565.8 
Total assetsTotal assets$11,324.8 $11,488.4 Total assets$10,389.5 $10,425.7 
Liabilities and Shareholders’ EquityLiabilities and Shareholders’ EquityLiabilities and Shareholders’ Equity
Accounts payableAccounts payable$430.3 $451.6 Accounts payable$479.6 $411.2 
Payroll and related taxesPayroll and related taxes110.9 152.9 Payroll and related taxes88.6 118.5 
Accrued customer programsAccrued customer programs134.5 128.5 Accrued customer programs132.3 125.6 
Other accrued liabilitiesOther accrued liabilities267.9 183.1 Other accrued liabilities270.8 279.4 
Accrued income taxesAccrued income taxes17.4 9.0 Accrued income taxes5.4 16.5 
Current indebtednessCurrent indebtedness35.8 37.3 Current indebtedness4.6 603.8 
Current liabilities held for saleCurrent liabilities held for sale450.0 419.6 Current liabilities held for sale— 32.9 
Total current liabilitiesTotal current liabilities1,446.8 1,382.0 Total current liabilities981.3 1,587.9 
Long-term debt, less current portionLong-term debt, less current portion3,525.3 3,527.6 Long-term debt, less current portion3,510.6 2,916.7 
Deferred income taxesDeferred income taxes261.4 276.2 Deferred income taxes238.9 239.3 
Non-current liabilities held for sale108.3 
Other non-current liabilitiesOther non-current liabilities533.3 539.2 Other non-current liabilities554.2 530.1 
Total non-current liabilitiesTotal non-current liabilities4,320.0 4,451.3 Total non-current liabilities4,303.7 3,686.1 
Total liabilitiesTotal liabilities5,766.8 5,833.3 Total liabilities5,285.0 5,274.0 
Commitments and contingencies - Refer to Note 1500
Contingencies - Refer to Note 15Contingencies - Refer to Note 1500
Shareholders’ equityShareholders’ equityShareholders’ equity
Controlling interests:Controlling interests:Controlling interests:
Preferred shares, $0.0001 par value per share, 10 shares authorizedPreferred shares, $0.0001 par value per share, 10 shares authorizedPreferred shares, $0.0001 par value per share, 10 shares authorized— — 
Ordinary shares, €0.001 par value per share, 10,000 shares authorizedOrdinary shares, €0.001 par value per share, 10,000 shares authorized7,101.3 7,118.2 Ordinary shares, €0.001 par value per share, 10,000 shares authorized7,018.9 7,043.2 
Accumulated other comprehensive incomeAccumulated other comprehensive income276.7 395.0 Accumulated other comprehensive income15.0 35.5 
Retained earnings (accumulated deficit)Retained earnings (accumulated deficit)(1,820.0)(1,858.1)Retained earnings (accumulated deficit)(1,929.4)(1,927.0)
Total shareholders’ equityTotal shareholders’ equity5,558.0 5,655.1 Total shareholders’ equity5,104.5 5,151.7 
Total liabilities and shareholders' equityTotal liabilities and shareholders' equity$11,324.8 $11,488.4 Total liabilities and shareholders' equity$10,389.5 $10,425.7 
Supplemental Disclosures of Balance Sheet InformationSupplemental Disclosures of Balance Sheet InformationSupplemental Disclosures of Balance Sheet Information
Preferred shares, issued and outstandingPreferred shares, issued and outstandingPreferred shares, issued and outstanding— — 
Ordinary shares, issued and outstandingOrdinary shares, issued and outstanding133.5 133.1 Ordinary shares, issued and outstanding134.6 133.8 

See accompanying Notes to the Condensed Consolidated Financial Statements.
4

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 Ordinary Shares
Issued
Accumulated
Other
Comprehensive
Income
Retained
Earnings
(Accumulated Deficit)
Total
SharesAmount SharesAmount
Balance at December 31, 2019136.1 $7,359.9 $139.4 $(1,695.5)$5,803.8 
Balance at December 31, 2020Balance at December 31, 2020133.1 $7,118.2 $395.0 $(1,858.1)$5,655.1 
Net incomeNet income— — — 106.4 106.4 Net income— — — 38.1 38.1 
Other comprehensive lossOther comprehensive loss— — (103.5)— (103.5)Other comprehensive loss— — (118.3)— (118.3)
Restricted stock planRestricted stock plan0.3 — — — — Restricted stock plan0.6 — — — — 
Compensation for stock optionsCompensation for stock options— 0.8 — — 0.8 Compensation for stock options— 0.4 — — 0.4 
Compensation for restricted stockCompensation for restricted stock— 15.4 — — 15.4 Compensation for restricted stock— 24.6 — — 24.6 
Cash dividends, $0.23 per share— (30.9)— — (30.9)
Cash dividends, $0.24 per shareCash dividends, $0.24 per share— (32.6)— — (32.6)
Shares withheld for payment of employees' withholding tax liabilityShares withheld for payment of employees' withholding tax liability(0.1)(5.6)— — (5.6)Shares withheld for payment of employees' withholding tax liability(0.2)(9.3)— — (9.3)
Balance at March 28, 2020136.3 $7,339.6 $35.9 $(1,589.1)$5,786.4 
Balance at April 3, 2021Balance at April 3, 2021133.5 $7,101.3 $276.7 $(1,820.0)$5,558.0 

 Ordinary Shares
Issued
Accumulated
Other
Comprehensive
Income
Retained
Earnings
(Accumulated Deficit)
Total
 SharesAmount
Balance at December 31, 2020133.1 $7,118.2 $395.0 $(1,858.1)$5,655.1 
Net income— — — 38.1 38.1 
Other comprehensive loss— — (118.3)— (118.3)
Restricted stock plan0.6 — — — — 
Compensation for stock options— 0.4 — — 0.4 
Compensation for restricted stock— 24.6 — — 24.6 
Cash dividends, $0.24 per share— (32.6)— — (32.6)
Shares withheld for payment of employees' withholding tax liability(0.2)(9.3)— — (9.3)
Balance at April 3, 2021133.5 $7,101.3 $276.7 $(1,820.0)$5,558.0 
 Ordinary Shares
Issued
Accumulated
Other
Comprehensive
Income
Retained
Earnings
(Accumulated Deficit)
Total
 SharesAmount
Balance at December 31, 2021133.8 $7,043.2 $35.5 $(1,927.0)$5,151.7 
Net income (loss)— — — (2.4)(2.4)
Other comprehensive loss— — (20.5)— (20.5)
Restricted stock plan1.2 — — — — 
Compensation for restricted stock— 26.3 — — 26.3 
Cash dividends, $0.26 per share— (34.2)— — (34.2)
Shares withheld for payment of employees' withholding tax liability(0.4)(16.4)— — (16.4)
Balance at April 2, 2022134.6 $7,018.9 $15.0 $(1,929.4)$5,104.5 

See accompanying Notes to the Condensed Consolidated Financial Statements.
5

Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
Cash Flows From (For) Operating ActivitiesCash Flows From (For) Operating ActivitiesCash Flows From (For) Operating Activities
Net income$38.1 $106.4 
Net income (loss)Net income (loss)$(2.4)$38.1 
Adjustments to derive cash flows:Adjustments to derive cash flows:Adjustments to derive cash flows:
Depreciation and amortizationDepreciation and amortization90.4 93.1 Depreciation and amortization69.5 90.4 
Loss (Gain) on sale of businessLoss (Gain) on sale of business1.4 — 
Share-based compensationShare-based compensation25.0 16.2 Share-based compensation26.3 25.0 
Change in financial assets(1.6)
Loss (Gain) on sale of assetsLoss (Gain) on sale of assets(5.8)— 
Restructuring chargesRestructuring charges1.7 Restructuring charges3.6 1.7 
Deferred income taxesDeferred income taxes(21.9)6.7 Deferred income taxes5.1 (21.9)
Amortization of debt premiumAmortization of debt premium(0.7)(0.7)Amortization of debt premium(0.2)(0.7)
Other non-cash adjustments, netOther non-cash adjustments, net7.9 (14.0)Other non-cash adjustments, net(17.5)7.9 
SubtotalSubtotal140.5 206.1 Subtotal80.0 140.5 
Increase (decrease) in cash due to:Increase (decrease) in cash due to:Increase (decrease) in cash due to:
Accounts receivableAccounts receivable(30.3)(67.6)Accounts receivable(38.1)(30.3)
InventoriesInventories(83.2)36.5 Inventories(10.5)(83.2)
Prepaid expensesPrepaid expenses(14.7)(33.4)Prepaid expenses(0.1)(14.7)
Accounts payableAccounts payable18.5 53.8 Accounts payable72.6 18.5 
Payroll and related taxesPayroll and related taxes(45.9)(18.4)Payroll and related taxes(31.8)(45.9)
Accrued customer programsAccrued customer programs(42.7)(13.6)Accrued customer programs8.9 (42.7)
Accrued liabilitiesAccrued liabilities8.5 11.1 Accrued liabilities23.7 8.5 
Accrued income taxesAccrued income taxes27.0 3.8 Accrued income taxes(33.9)27.0 
Other, netOther, net22.5 (6.5)Other, net8.3 22.5 
SubtotalSubtotal(140.3)(34.3)Subtotal(0.9)(140.3)
Net cash from (for) operating activitiesNet cash from (for) operating activities0.2 171.8 Net cash from (for) operating activities79.1 0.2 
Cash Flows From (For) Investing ActivitiesCash Flows From (For) Investing ActivitiesCash Flows From (For) Investing Activities
Proceeds from royalty rightsProceeds from royalty rights1.4 1.8 Proceeds from royalty rights1.4 1.4 
Acquisitions of businesses, net of cash acquired(11.3)
Asset acquisitionsAsset acquisitions(70.3)(32.7)Asset acquisitions— (70.3)
Additions to property, plant and equipmentAdditions to property, plant and equipment(45.4)(33.8)Additions to property, plant and equipment(20.3)(45.4)
Net proceeds from sale of businessesNet proceeds from sale of businesses58.7 — 
Proceeds from sale of assetsProceeds from sale of assets22.9 — 
Other investing, netOther investing, net0.3 1.2 Other investing, net— 0.3 
Net cash from (for) investing activitiesNet cash from (for) investing activities(114.0)(74.8)Net cash from (for) investing activities62.7 (114.0)
Cash Flows From (For) Financing ActivitiesCash Flows From (For) Financing ActivitiesCash Flows From (For) Financing Activities
Borrowings (repayments) of revolving credit agreements and other financing, net102.0 
Cash dividendsCash dividends(32.6)(30.9)Cash dividends(34.2)(32.6)
Other financing, netOther financing, net(10.7)(6.4)Other financing, net(17.7)(10.7)
Net cash from (for) financing activitiesNet cash from (for) financing activities(43.3)64.7 Net cash from (for) financing activities(51.9)(43.3)
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents(3.9)(5.6)Effect of exchange rate changes on cash and cash equivalents(3.7)(3.9)
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents(161.0)156.1 Net increase (decrease) in cash and cash equivalents86.2 (161.0)
Cash and cash equivalents of continuing operations, beginning of periodCash and cash equivalents of continuing operations, beginning of period631.5 344.5 Cash and cash equivalents of continuing operations, beginning of period1,864.9 631.5 
Cash and cash equivalents discontinued operations, beginning of period10.0 9.8 
Less cash and cash equivalents discontinued operations, end of period(9.6)(18.7)
Cash and cash equivalents held for sale, beginning of periodCash and cash equivalents held for sale, beginning of period14.4 10.0 
Less cash and cash equivalents held for sale, end of periodLess cash and cash equivalents held for sale, end of period— (9.6)
Cash and cash equivalents of continuing operations, end of periodCash and cash equivalents of continuing operations, end of period$470.9 $491.7 Cash and cash equivalents of continuing operations, end of period$1,965.5 $470.9 

See accompanying Notes to the Condensed Consolidated Financial Statements.

6

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.

Our vision is to make lives better by bringing 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 are designed to enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed.well-being.

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, 2020.2021. 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.

On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business ("RX business") to Altaris Capital Partners, LLC ("Altaris"). The financial results of our RX business, which were previously reported in our Prescription Pharmaceuticals ("RX") segment, have been classified as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. The assets and liabilities of our RX business are reflected as assets and liabilities held for sale in the Condensed Consolidated Balance Sheets for all periods presented. Refer to Note 8 for additional information regarding discontinued operations. Unless otherwise noted, amounts and disclosures throughout the Notes to the unaudited Condensed Consolidated Financial Statements relate to our continuing operations.

Segment Reporting

Our reporting and operating segments are as follows:

Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business (OTC, infant formula, and oral self-carecare categories, and contract manufacturing) in the U.S., and Canada, and until it was disposed on March 9, 2022, previously included our Mexico and Canada.Brazil-based OTC businesses ("Latin America businesses").
Consumer Self-Care International ("CSCI") comprises our consumer self-care business primarily branded in Europe and Australia, which are primarily branded, and our store brand business in the United Kingdom and parts of Europe and Asia, and our liquid licensed products business in the United Kingdom until it was disposed on June 19, 2020.Asia.

0AllowanceWe previously had an RX segment, which was comprised of our prescription pharmaceuticals business in
the U.S., and other pharmaceuticals and diagnostic business in Israel, which businesses have been divested. Following the divestiture, there were no substantial assets or operations left in this segment. The RX segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report (refer to Note 8).

Non-U.S. Operations

We translate our non-U.S. dollar-denominated operations’ assets and liabilities into U.S. dollars at current
rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the
reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative
translation account, a component of Accumulated other comprehensive income (loss) ("AOCI"). Gains or losses
from foreign currency transactions are included in Other (income) expense, net.

7

Perrigo Company plc - Item 1
Note 1

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.
7

Perrigo Company plc - Item 1
Note 1

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.
The following table presents the allowance for credit losses activity (in millions):
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
Beginning balance$6.5 $6.0 
Balance at beginning of periodBalance at beginning of period$7.2 $6.5 
Provision for credit losses, netProvision for credit losses, net2.9 0.4 Provision for credit losses, net0.3 2.9 
Receivables written-offReceivables written-offReceivables written-off(0.8)(0.2)
Recoveries collectedRecoveries collected(0.2)Recoveries collected— — 
Currency translation adjustmentCurrency translation adjustment(0.1)(0.2)Currency translation adjustment0.4 (0.1)
Ending balance$9.1 $6.2 
Balance at end of periodBalance at end of period$7.1 $9.1 

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 (in millions):
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
U.S.U.S.$611.3 $670.7 U.S.$683.1 $611.3 
Europe(2)
Europe(2)
355.3 372.6 
Europe(2)
351.7 355.3 
All other countries(3)
All other countries(3)
43.4 40.0 
All other countries(3)
39.7 43.4 
Total net salesTotal net sales$1,010.0 $1,083.3 Total net sales$1,074.5 $1,010.0 

(1) DerivedThe net sales by geographic locations is derived from the location of the entity that sells to a third party.
(2) Includes Ireland net sales of $4.5$6.6 million for the three months ended April 2, 2022, and $3.8$4.5 million for the three months ended April 3, 2021, and March 28, 2020, respectively.2021.
(3) Includes net sales generated primarily in Mexico, Australia and Canada.
8

Perrigo Company plc - Item 1
Note 2


Product Category
        
The following is a summary of our net sales by category (in millions):
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
CSCA(1)
CSCA(1)
CSCA(1)
Upper respiratoryUpper respiratory$114.0 $154.6 Upper respiratory$152.8 $118.6 
NutritionNutrition127.2 92.2 
Digestive healthDigestive health113.5 106.9 Digestive health118.6 118.4 
Pain and sleep-aidsPain and sleep-aids92.4 120.4 Pain and sleep-aids102.9 95.1 
Nutrition92.0 102.2 
Oral careOral care70.4 75.0 
Healthy lifestyleHealthy lifestyle75.5 85.8 Healthy lifestyle68.2 76.7 
Oral self-care73.7 55.3 
Skincare and personal hygieneSkincare and personal hygiene53.3 46.7 Skincare and personal hygiene48.5 55.3 
Vitamins, minerals, and supplementsVitamins, minerals, and supplements7.8 6.4 Vitamins, minerals, and supplements7.7 7.8 
Other CSCA(2)
Other CSCA(2)
18.3 22.3 
Other CSCA(2)
13.7 1.4 
Total CSCATotal CSCA640.5 700.6 Total CSCA710.0 640.5 
CSCICSCICSCI
Skincare and personal hygieneSkincare and personal hygiene107.0 94.7 Skincare and personal hygiene101.9 107.0 
Upper respiratoryUpper respiratory61.4 42.9 
Pain and sleep-aidsPain and sleep-aids51.7 49.0 
Vitamins, minerals, and supplementsVitamins, minerals, and supplements59.0 48.5 Vitamins, minerals, and supplements47.9 59.0 
Healthy lifestyleHealthy lifestyle50.3 43.6 Healthy lifestyle42.7 50.3 
Pain and sleep-aids49.0 46.8 
Upper respiratory42.9 84.1 
Oral self-care25.5 23.2 
Oral careOral care24.4 25.5 
Digestive healthDigestive health8.5 6.0 Digestive health9.2 8.5 
Other CSCI(3)
Other CSCI(3)
27.3 35.8 
Other CSCI(3)
25.3 27.3 
Total CSCITotal CSCI369.5 382.7 Total CSCI364.5 369.5 
Total net salesTotal net sales$1,010.0 $1,083.3 Total net sales$1,074.5 $1,010.0 

(1) Includes net sales from our OTC contract manufacturing business.
(2) Consists primarily of product sales and royalty income related to supply and distribution agreements, diagnostic products and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales.
(3) Consists primarily of liquid licensed products, our distribution business and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales.

While the majority of revenue is recognized at a point in time, certain of our product revenue is recognized on anover time. Customer contracts recognized over time basis. Predominately, over time customer contracts exist predominately in contract manufacturing arrangements, which occur in both the CSCA and CSCI segments. Contract manufacturing revenue was $63.1$70.8 million for the three months ended April 2, 2022, and $49.2$63.1 million for the three months ended April 3, 2021, and March 28, 2020, respectively.2021.

We also recognize a portion of the store brand OTC product revenues in the CSCA segment on an over time basis;time; 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 LocationApril 3,
2021
December 31,
2020
Short-term contract assetsPrepaid expenses and other current assets$18.4 $19.7 

Balance Sheet LocationApril 2,
2022
December 31,
2021
Short-term contract assetsPrepaid expenses and other current assets$32.5 $40.2 
9

Perrigo Company plc - Item 1
Note 3

NOTE 3 – ACQUISITIONS AND DIVESTITURES
Acquisitions AccountedDivestitures During the Three Months Ended April 2, 2022

On March 9, 2022, we completed the sale of our Latin America businesses to Advent International for astotal consideration of $23.9 million, consisting of $5.4 million in cash, installment receivables due 12 and 18 months from completion totaling $11.3 million based on the Mexican peso exchange rate at the time of sale, and contingent consideration of $7.2 million based on the Brazilian real exchange rate at the time of sale. The sale resulted in a Business Combinationpre-tax loss of $1.4 million, net of professional fees, recorded in Other operating expense, net on the Condensed Statements of Operations.

On March 24, 2022, we completed the sale of ScarAway®, a leading U.S. OTC scar management brand, to Alliance Pharmaceuticals Ltd. for cash consideration of $20.7 million. The sale resulted in a pre-tax gain of $3.6 million recorded in our CSCA segment in Other operating expense, net on the Condensed Statements of Operations.

Acquisitions During the Year Ended December 31, 20202021

Eastern European OTC Dermatological BrandsHéra SAS (“HRA Pharma”) Acquisition
Agreement

On October 30, 2020,September 8, 2021, we acquired 3 Eastern European OTC dermatological brands ("Eastern European Brands"and our wholly-owned subsidiary Habsont Unlimited Company (the "Purchaser"), skincare brands Emolium®entered into a Put Option Agreement to acquire certain holding companies holding all of the outstanding equity interests of HRA Pharma from funds affiliated with private equity firms Astorg and Iwostin®Goldman Sachs Asset Management (collectively, the "Sellers"). Pursuant to the Put Option Agreement, following completion of the works council consultation process required under French law, the selling shareholders exercised their put option right under the Put Option Agreement and, hair loss treatment brand Loxon®,on October 20, 2021, the Company, the Purchaser and the Sellers entered into a Securities Sale Agreement in the form previously agreed by the parties (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser has agreed to acquire certain holding companies holding all of the outstanding equity interests of HRA Pharma from Sanofi.the Sellers for cash. The transaction values HRA Pharma at €1.8 billion, or approximately $1.9 billion, based on exchange rates at the time the transaction closed on April 29, 2022 on an enterprise value basis and using a lockbox mechanism set forth in the Purchase Agreement. Operating results are expected to be reported within both our CSCA and CSCI segments. Refer to Note 18 - Subsequent Eventsfor €53.3 million ($62.3 million). We capitalized $52.5 million as brand-named intangible assets and allocated the remainder of the purchase price to goodwill, inventory, customer relationships and deferred tax assets.additional details.

The addition of these market-leading OTC brands complements our already robust skincare portfolio and adds scale to our Eastern European business. The acquisition also serves as another step for Perrigo’s CSCI growth plans and provides new opportunities for self-care revenue synergy inDivestitures During the European markets. The operating results of the brands will be reported within our CSCI segment.Year Ended December 31, 2021

The acquisition of the Eastern European Brands was accounted for as aRX business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date.

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

The goodwill arising from the acquisition consists largely of the assembled workforce, and the cost and revenue synergies expected from integrating the business into the CSCI segment. The goodwill was allocated to our CSCI segment, none of which is deductible for income tax purposes. The definite-lived intangible assets acquired consisted of brands and customer relationships which are being amortized over a weighted average useful life of approximately 18.8 years. Both the brands and customer relationships were valued using the multi-period excess earnings method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates.

Oral Care Assets of High Ridge Brands
On April 1, 2020, we acquired the oral care assets of High Ridge Brands ("Dr. Fresh") for total purchase consideration of $113.0 million, subject to customary adjustments, including a working capital settlement. After such adjustments as of December 31, 2020, total cash consideration paid was $106.2 million net of $2.0 million that we allocated as prepayment of contract consideration for transitional services to be received related to the transaction.

This acquisition includesRefer to Note 8 - Discontinued Operations for details on 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 portionsale of the business, are reported in our CSCA segment and the non-U.S. operations are reported in our CSCI segment.
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Perrigo Company plc - Item 1
Note 3

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

Oral Care Assets of High Ridge Brands (Dr. Fresh)
Purchase price paid$106.2 
Assets acquired:
Accounts receivable13.1 
Inventories22.2 
Prepaid expenses and other current assets0.4 
Property, plant and equipment, net0.7 
Operating lease assets2.6 
Goodwill17.2 
Distribution and license agreements and supply agreements$2.2 
Developed product technology, formulations, and product rights0.1 
Customer relationships and distribution networks20.6 
Trademarks, trade names, and brands43.2 
Total intangible assets$66.1 
Total assets$122.3 
Liabilities assumed:
Accounts payable$6.1 
Other accrued liabilities3.8 
Payroll and related taxes0.7 
Accrued customer programs3.0 
Other non-current liabilities2.5 
Total liabilities$16.1 
Net assets acquired$106.2 

    The goodwill of $17.2 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from combining the operations of Dr. Fresh into Perrigo. The goodwill is attributable to our CSCA segment and is tax deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, license agreements, and customer relationships, which are being amortized over a weighted average useful life of approximately 17.8 years. Customer relationships were valued using the multi-period excess earnings method. Trademarks and trade names and developed technology were valued using the relief from royalty method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates. The opening balance sheet is final.RX business.

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Perrigo Company plc - Item 1
Note 3

Pro Forma Impact of Business Combinations

    The following table presents unaudited pro forma information as if the acquisitions of Dr. Fresh and the Eastern European Brands 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
(Unaudited)March 28,
2020
Net sales$1,119.1 
Income from continuing operations$62.6 

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.

Acquisitions During the Three Months Ended March 28, 2020

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 $25.1 million as a brand-named intangible asset. The remainder of the purchase price was allocated to working capital. We began amortizing the brand intangible asset over a 25-year useful life. Operating results attributable to Steripod® are included within our CSCA segment.     

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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,
2020
Purchase accounting adjustmentsCurrency translation adjustmentsApril 3,
2021
December 31,
2021
Purchase accounting adjustmentsImpairmentsCurrency translation adjustmentsApril 2,
2022
CSCA(1)CSCA(1)$1,905.0 $2.4 $(1.9)$1,905.5 CSCA(1)$1,902.4 $— $— $(0.4)$1,902.0 
CSCI(1)(2)
CSCI(1)(2)
1,190.7 (2.4)(41.5)1,146.8 
CSCI(1)(2)
1,097.0 — — (28.3)1,068.7 
Total goodwillTotal goodwill$3,095.7 $$(43.4)$3,052.3 Total goodwill$2,999.4 $— $— $(28.7)$2,970.7 

(1) We had no accumulated goodwill impairments as of $868.4April 2, 2022 and $6.1 million as of December 31, 20202021.
(2) We had accumulated goodwill impairments of $878.4 million as of April 2, 2022 and Aprilas of December 31, 2021.

CSCA Reporting Unit Goodwill

On May 18, 2021, we announced a definitive agreement to sell our Latin America businesses within our CSCA segment, to Advent International. As a result, we prepared a goodwill impairment test. We determined the carrying value of this business exceeded the fair value and recorded an impairment of $6.1 million within our CSCA segment during the three months ended July 3, 2021.

Intangible Assets

Intangible assets and related accumulated amortization consisted of the following (in millions):
April 3, 2021December 31, 2020 April 2, 2022December 31, 2021
GrossAccumulated
Amortization
GrossAccumulated
Amortization
GrossAccumulated
Amortization
GrossAccumulated
Amortization
Indefinite-lived intangibles:Indefinite-lived intangibles:Indefinite-lived intangibles:
Trademarks, trade names, and brandsTrademarks, trade names, and brands$4.3 $— $4.3 $— Trademarks, trade names, and brands$3.5 $— $3.5 $— 
In-process research and developmentIn-process research and development2.7 — 2.7 — In-process research and development1.7 — 1.8 — 
Total indefinite-lived intangiblesTotal indefinite-lived intangibles$7.0 $— $7.0 $— Total indefinite-lived intangibles$5.2 $— $5.3 $— 
Definite-lived intangibles:Definite-lived intangibles:Definite-lived intangibles:
Distribution and license agreements and supply agreementsDistribution and license agreements and supply agreements$73.2 $55.1 $74.8 $55.4 Distribution and license agreements and supply agreements$82.3 $56.6 $73.2 $56.9 
Developed product technology, formulations, and product rightsDeveloped product technology, formulations, and product rights301.8 180.5 303.3 177.3 Developed product technology, formulations, and product rights298.7 194.4 300.2 191.4 
Customer relationships and distribution networksCustomer relationships and distribution networks1,873.9 830.9 1,920.5 823.7 Customer relationships and distribution networks1,777.0 891.2 1,820.7 887.8 
Trademarks, trade names, and brandsTrademarks, trade names, and brands1,534.4 350.5 1,581.5 342.2 Trademarks, trade names, and brands1,438.3 400.4 1,482.3 394.2 
Non-compete agreementsNon-compete agreements2.4 2.4 2.9 2.9 Non-compete agreements2.1 2.1 2.1 2.1 
Total definite-lived intangiblesTotal definite-lived intangibles$3,785.7 $1,419.4 $3,883.0 $1,401.5 Total definite-lived intangibles$3,598.4 $1,544.7 $3,678.5 $1,532.4 
Total intangible assetsTotal intangible assets$3,792.7 $1,419.4 $3,890.0 $1,401.5 Total intangible assets$3,603.6 $1,544.7 $3,683.8 $1,532.4 

We recorded amortization expense of $53.2$48.5 million for the three months ended April 2, 2022, and $52.6$53.2 million for the three months ended April 3, 2021 and March 28, 2020, respectively.2021.

NOTE 5 – INVENTORIES

    Major componentsOn March 17, 2022, we announced that we received final approval from the U.S. Food and Drug Administration for the over-the-counter use of inventory wereNasonex® 24HR Allergy (mometasone furoate monohydrate 50mcg). The approval triggered a $10.0 million milestone payment to the licensor. We accrued the milestone payment and capitalized it as follows (in millions):
April 3,
2021
December 31,
2020
Finished goods$648.2 $574.1 
Work in process234.7 220.4 
Raw materials253.2 264.9 
Total inventories$1,136.1 $1,059.4 
a definite-lived intangible asset, and will make the milestone payment subsequent to April 2, 2022.

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Note 65

NOTE 5 – INVENTORIES

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

April 2,
2022
December 31,
2021
Finished goods$540.9 $549.2 
Work in process263.1 251.9 
Raw materials218.4 219.1 
Total inventories$1,022.4 $1,020.2 

NOTE 6 – FAIR VALUE MEASUREMENTS

The table below summarizes the valuation of our financial instruments carried at fair value by the applicable pricing categories (in millions):
April 3, 2021December 31, 2020April 2, 2022December 31, 2021
Level 1Level 2Level 3Level 1Level 2Level 3Level 1Level 2Level 3Level 1Level 2Level 3
Measured at fair value on a recurring basis:Measured at fair value on a recurring basis:Measured at fair value on a recurring basis:
Assets:Assets:Assets:
Investment securitiesInvestment securities$2.9 $$$2.5 $$Investment securities$0.2 $— $— $0.4 $— $— 
Foreign currency forward contractsForeign currency forward contracts7.2 9.8 Foreign currency forward contracts— 4.3 — — 5.7 — 
Foreign currency option contractsForeign currency option contracts— 1.5 — — 5.0 — 
Total assetsTotal assets$0.2 $5.8 $— $0.4 $10.7 $— 
Liabilities:Liabilities:
Cross-currency swapCross-currency swap5.7 6.3 Cross-currency swap$— $— $— $— $13.8 $— 
Foreign currency forward contractsForeign currency forward contracts— 3.4 — — 2.4 — 
Total liabilitiesTotal liabilities$— $3.4 $— $— $16.2 $— 
Measured at fair value on a non-recurring basis:Measured at fair value on a non-recurring basis:
Assets:Assets:
Goodwill(1)
Goodwill(1)
$— $— $— $— $— $71.7 
Total assetsTotal assets$2.9 $12.9 $$2.5 $16.1 $Total assets$— $— $— $— $— $71.7 
Liabilities:
Foreign currency forward contracts$$6.5 $$$7.9 $
LiabilitiesLiabilities
Liabilities held for sale, net(2)
Liabilities held for sale, net(2)
$— $— $— $— $— $16.8 
Total liabilitiesTotal liabilities$$6.5 $$$7.9 $Total liabilities$— $— $— $— $— $16.8 

(1)     During the year ended December 31, 2021, goodwill with a carrying value of $81.7 million was written down to a fair value of $71.7 million
(2)     We measured the net assets held for sale for impairment purposes and recorded a total impairment of $162.2 million, resulting in a net liability held for sale balance as of December 31, 2021.

There were 0no transfers within Level 3 fair value measurements during the three months ended April 3, 20212, 2022 or the year ended December 31, 2020.

Royalty Pharma Contingent Milestone Receipts

During the year ended December 31, 2020, Royalty Pharma payments from Biogen for Tysabri® sales, as defined in the agreement between the parties, did not exceed the 2020 global net sales threshold. Therefore, we were not entitled to receive the remaining contingent milestone payment. As of December 31, 2020, there were 0 contingent milestone payments outstanding.

The table below summarizes the change in fair value of the Royalty Pharma contingent milestone (in millions):
Three Months Ended
March 28,
2020
Beginning balance$95.3 
Change in fair value1.6 
Ending balance$96.9 

    We valued our contingent milestone 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. As of March 28, 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 assessed 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
March 28,
2020
Volatility35.0 %
Rate of return7.29 %

14

Perrigo Company plc - Item 1
Note 6

    During the three months ended March 28, 2020, the fair value of the Royalty Pharma contingent milestone payment related to 2020 increased by $1.6 million to $96.9 million, 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. As of December 31, 2020, there were 0 contingent milestone payments outstanding and, accordingly, no asset recorded in the Condensed Consolidated Balance Sheet.2021.

Non-recurring Fair Value Measurements

The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period.
12

Perrigo Company plc - Item 1
Note 6


Fixed Rate Long-term Debt    

Our fixed rate long-term debt consisted of the following (in millions):
April 3,
2021
December 31,
2020
April 2,
2022
December 31,
2021
Level 1Level 2Level 1Level 2Level 1Level 2Level 1Level 2
Public BondsPublic BondsPublic Bonds
Carrying Value (excluding discount)Carrying Value (excluding discount)$2,760.0 $— $2,760.0 $— Carrying Value (excluding discount)$2,760.0 $— $2,760.0 $— 
Fair valueFair value$2,863.7 $— $3,031.1 $— Fair value$2,657.0 $— $2,847.2 $— 
Private placement notePrivate placement notePrivate placement note
Carrying value (excluding premium)Carrying value (excluding premium)$— $158.8 $— $164.9 Carrying value (excluding premium)$— $149.3 $— $153.5 
Fair valueFair value$— $176.6 $— $177.5 Fair value$— $157.4 $— $162.6 

The fair values of our public bonds for all periods were based on quoted market prices. The fair values of our private placement note for all periods were based on interest rates offered for borrowings of a similar nature and remaining maturities.

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

NOTE 7 – INVESTMENTS

The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions):
Measurement CategoryMeasurement CategoryBalance Sheet LocationApril 3,
2021
December 31,
2020
Measurement CategoryBalance Sheet LocationApril 2,
2022
December 31,
2021
Fair value methodFair value methodPrepaid expenses and other current assets$2.9 $2.5 Fair value methodPrepaid expenses and other current assets$0.2 $0.4 
Fair value method(1)
Fair value method(1)
Other non-current assets$1.5 $1.9 
Fair value method(1)
Other non-current assets$1.8 $1.8 
Equity methodEquity methodOther non-current assets$69.1 $69.8 Equity methodOther non-current assets$65.7 $66.4 

(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 EndedThree Months Ended
Measurement CategoryMeasurement CategoryIncome Statement LocationApril 3,
2021
March 28,
2020
Measurement CategoryIncome Statement LocationApril 2,
2022
April 3,
2021
Fair value methodFair value methodOther (income) expense, net$$2.9 Fair value methodOther (income) expense, net$0.2 $— 
Equity methodEquity methodOther (income) expense, net$0.7 $(0.7)Equity methodOther (income) expense, net$0.7 $0.7 
    
15

Perrigo Company plc - Item 1
Note 8
NOTE 8 – Discontinued OperationsDISCONTINUED OPERATIONS

Our discontinued operations primarily consist of our RX segment, which held our prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “RX business”).

On March 1, 2021, we announced a definitive agreement to sell our RX business to Altaris Capital Partners, LLC (“Altaris”). On July 6, 2021, we completed the sale of the RX business for totalaggregate consideration of $1.55 billion, including $1.5 billion in cash and the assumption of more than $50.0billion. The consideration includes a $53.3 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. On March 8, 2021, we purchasedreimbursement related to an Abbreviated New Drug Application ("(“ANDA") for a generic topical lotion for $53.3 million, which wasAltaris delivered in cash to Perrigo pursuant to the largest contingent purchase obligation to be assumed by Altaris and increased the cash consideration we will receive upon completionterms of the Agreement during the three months ended April 2, 2022. The sale resulted in a pre-tax gain, net of professional
13

Perrigo Company plc - Item 1
Note 8
fees, of $47.5 million recorded in Other (income) expense, net on the RX business to $1.55 billion.Statement of Operations for discontinued operations. The gain included a $159.3 million increase from the write-off of foreign currency translation adjustment from Accumulated other comprehensive income. The transaction isgain was subject to antitrust and other customary closing conditions and is expected to closefinal settlements under the Agreement, which were finalized in the thirdfirst quarter of 2022 with no change to the gain reported for the year ended December 31, 2021.

As of March 1, 2021, we determined that the RX business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results have been reflected in our consolidated financial statements as a discontinued operation and its assets and liabilities have been classified as held for sale. We ceased recording depreciation and amortization on the RX business assets from March 1, 2021. We have not allocated any general corporate overhead to the discontinued operation.

Under the terms of the agreement, we will provide transition services for up to 24 months after the close of the transaction, and also enterwe entered into a reciprocal supply agreement pursuant to which Perrigo will supply certain products to the RX business and the RX business will supply certain products to Perrigo. Under the agreed form, theThe supply agreements will have a term of four years, extendable up to seven years by the party who is the purchaser of the products under such agreement. We will also extendextended distribution rights to the RX business for certain OTC products owned and manufactured by Perrigo that may be fulfilled through pharmacy channels, in return for a share of the net profits.

TheWe recognized $3.4 million of income related to the transition services agreement provides that("TSA") in Administration expense and collected $3.4 million during the three months ended April 2, 2022. We recognized $32.8 million of product sales and royalty income in Net sales related to the supply and distribution agreements with the RX business and collected $30.7 million during the three months ended April 2, 2022. We purchased $8.7 million of inventories related to the supply arrangement with the RX business and paid $14.3 million during the three months ended April 2, 2022.

Additionally, under the TSA, we net settle any receipts received or payments made on behalf of the RX business’ customers or vendors. As of April 2, 2022, we recorded a receivable in the amount of $14.8 million in Prepaid expenses and other current assets for the reimbursement due to Perrigo.

In the transaction, Perrigo will retainretained certain pre-closing liabilities arising out of antitrust (refer to Note 1515 - Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, the buyer'sAltaris' obligation to indemnify the Company for 50 percent of these liabilities up to an aggregate cap on the buyer'sAltaris' obligation of $50.0 million. We did not incur changes in liabilities or request payments from Altaris related to the indemnity of these liabilities during the three months ended April 2, 2022.
1614

Perrigo Company plc - Item 1
Note 8

IncomeFor the three months ended April 2, 2022, we incurred $1.1 million of net loss from discontinued operations, which primarily related to legal fees for retained liabilities and related tax benefit. Prior year income from discontinued operations, net of tax was as follows (in millions):

 Three Months Ended
 April 3,
2021
March 28,
2020
Net sales$200.1 $257.7 
Cost of sales138.3 165.8 
Gross profit61.8 91.9 
Operating expenses
Distribution3.3 4.0 
Research and development13.4 13.6 
Selling7.4 7.3 
Administration18.2 6.5 
Other operating expense (income)(0.9)1.1 
Total operating expenses41.4 32.5 
Operating income$20.4 $59.4 
Interest expense, net0.6 1.4 
Other (income) expense, net(1.5)0.7 
Income before income taxes21.3 57.3 
Income tax expense (benefit)(14.0)8.5 
Income from discontinued operations, net of tax$35.3 $48.8 
Three months ended
April 3, 2021
Net sales$200.1 
Cost of sales138.3 
Gross profit61.8 
Operating expenses
Distribution3.3 
Research and development13.4 
Selling7.4 
Administration18.2 
Other operating expense (income)(0.9)
Total operating expenses41.4 
Operating income20.4 
Interest expense, net0.6 
Other (income) expense, net(1.5)
Income from discontinued operations before tax21.3 
Income tax benefit(14.0)
Income from discontinued operations, net of tax$35.3 

During the three months ended April 3, 2021, we incurred $9.3 million of separation costs related to the sale of the RX business, which are recorded in administration expenses.

Select cash flow information related to discontinued operations was as follows (in millions):

Three Months Ended
 April 3,
2021
March 28,
2020
Cash flows from discontinued operations operating activities:
Depreciation and amortization$15.3 $24.0 
Cash flows from discontinued operations investing activities:
Asset acquisitions$(69.7)$(0.1)
Additions to property, plant and equipment$(3.2)$(2.9)
Three months ended
April 3, 2021
Cash flows from discontinued operations operating activities:
Depreciation and amortization$15.3 
Cash flows from discontinued operations investing activities:
Asset acquisitions$(69.7)
Additions to property, plant and equipment(3.2)

Asset acquisitions related to discontinued operations consisted of 2 ANDAs purchased under a contractual arrangement entered into on May 15, 2015 with a third party that specializes in research and development and obtaining approval for various drug candidates to develop specific products.arrangement. On December 31, 2020, we purchased an ANDA for a generic topical gel for $16.4 million, which was subsequently paid during the three months ended April 3, 2021 and on March 8, 2021, we purchased an ANDA for a generic topical lotion for $53.3 million. The generic topical lotion acquisition is being assumedThese ANDAs were acquired by Altaris in connection with the saleas part of the RX business.business sale.




1715

Perrigo Company plc - Item 1
Note 8
9

The assets and liabilities classified as held for sale were as follows (in millions):

April 3,
2021
December 31,
2020
Cash and cash equivalents$9.6 $10.0 
Accounts receivable, net of allowance for credit losses of $1.1 and $1.1, respectively419.9 460.7 
Inventories136.8 140.8 
Prepaid expenses and other current assets29.7 55.4 
Current assets held for sale*666.9 
Property, plant and equipment, net126.4 131.4 
Operating lease assets29.6 31.3 
Goodwill and indefinite-lived intangible assets678.7 681.2 
Definite-lived intangible assets, net533.0 492.8 
Deferred income taxes3.0 3.6 
Other non-current assets22.4 23.7 
Non-current assets held for sale*1,364.0 
Total assets held for sale$1,989.1 $2,030.9 
Accounts payable$101.1 $92.2 
Payroll and related taxes16.7 22.3 
Accrued customer programs185.9 237.4 
Other accrued liabilities47.4 67.2 
Current indebtedness0.5 0.5 
Current liabilities held for sale*419.6 
Long-term debt, less current portion0.6 0.7 
Deferred income taxes2.9 3.1 
Other non-current liabilities94.9 104.5 
Non-current liabilities held for sale*108.3 
Total liabilities held for sale$450.0 $527.9 

*As of April 3, 2021, the non-current assets and liabilities of the RX business have been reclassified to current assets and liabilities held for sale, respectively, due to the expected completion of the sale of the business in the third quarter of 2021, as discussed above.

NOTE 9 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES     

CrossForeign Currency Option Contracts

In September of 2021, to economically hedge the foreign currency exposure associated with the planned payment of the euro-denominated purchase price for HRA Pharma, we entered into 2 non-designated currency option contracts with a total notional amount of $1.1 billion that were scheduled to mature in the third quarter of 2022. We recorded a loss of $3.5 million for the change in fair value of the option contracts during the three months ended April 2, 2022 in Other (income) expense, net. These options and other economic hedging activity using options were settled subsequent to April 2, 2022 in connection with the closing of the acquisition of HRA Pharma on April 29, 2022 (refer to Note 18).

Cross-currency Swaps

On August 15, 2019, we entered into a cross-currency swap designated as a net investment hedge to hedge the EUR currency exposure of our net investment in European operations. This agreement is a contract to exchange floating-rate Euro payments for floating-rate U.S. dollar payments through August 15, 2022. The payments are basedWe terminated this cross-currency swap on a notional basis of €450.0 million ($498.0 million) and settle quarterly.January 28, 2022.

Interest Rate Swaps

There were no active designated or non-designated interest rate swaps as of April 3, 20212, 2022 or December 31, 2020.2021.

Foreign Currency Forwards

Foreign currency forward contracts were as follows (in millions):
Notional Amount
April 2,
2022
December 31,
2021
European Euro (EUR)$192.4 $232.6 
British Pound (GBP)161.2 135.8 
Danish Krone (DKK)53.2 37.5 
Swedish Krona (SEK)50.1 47.8 
Chinese Yuan (CNH)44.5 37.7 
Canadian Dollar (CAD)27.3 29.0 
Mexican Peso (MXN)18.8 1.0 
United States Dollar (USD)18.3 22.9 
Polish Zloty (PLZ)14.1 21.0 
Norwegian Krone (NOK)9.3 11.0 
Brazilian Real (BRL)6.8 — 
Turkish Lira (TRY)3.4 3.1 
Romanian New Leu (RON)2.7 1.6 
Australian Dollar (AUD)2.2 1.6 
Switzerland Franc (CHF)2.0 1.9 
Other6.7 3.6 
Total$613.0 $588.1 

The maximum term of our forward currency exchange contracts is 60 months.

1816

Perrigo Company plc - Item 1
Note 9

Foreign Currency Forwards

Foreign currency forward contracts were as follows (in millions):
Notional Amount
April 3,
2021
December 31,
2020
European Euro (EUR)$270.7 $312.6 
Israeli Shekel (ILS)74.1 94.4 
United States Dollar (USD)63.4 101.5 
Chinese Yuan (CNY)50.4 49.1 
British Pound (GBP)44.8 92.3 
Danish Krone (DKK)44.0 65.2 
Swedish Krona (SEK)30.1 41.2 
Canadian Dollar (CAD)27.8 36.8 
Polish Zloty (PLZ)18.3 21.8 
Mexican Peso (MPX)14.8 15.6 
Norwegian Krone (NOK)9.7 7.8 
Australian Dollar (AUD)9.1 11.3 
Romanian New Leu (RON)4.8 3.6 
Switzerland Franc (CHF)4.6 8.2 
Turkish Lira (TRY)3.7 4.0 
Other2.4 2.3 
Total$672.7 $867.7 

    The maximum term of our forward currency exchange contracts is 60 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 DerivativesAsset Derivatives
Fair ValueFair Value
Balance Sheet LocationApril 3,
2021
December 31,
2020
Balance Sheet LocationApril 2,
2022
December 31,
2021
Designated derivatives:Designated derivatives:Designated derivatives:
Foreign currency forward contractsForeign currency forward contractsPrepaid expenses and other current assets$5.6 $5.0 Foreign currency forward contractsPrepaid expenses and other current assets$2.1 $3.5 
Foreign currency forward contractsForeign currency forward contractsOther non-current assets0.4 0.5 Foreign currency forward contractsOther non-current assets0.8 1.3 
Cross-currency swapOther non-current assets5.7 6.3 
Total designated derivativesTotal designated derivatives$11.7 $11.8 Total designated derivatives$2.9 $4.8 
Non-designated derivatives:Non-designated derivatives:Non-designated derivatives:
Foreign currency forward contractsForeign currency forward contractsPrepaid expenses and other current assets$1.2 $4.3 Foreign currency forward contractsPrepaid expenses and other current assets$1.4 $0.9 
Foreign currency optionsForeign currency optionsPrepaid expenses and other current assets1.5 5.0 
Total non-designated derivativesTotal non-designated derivatives$2.9 $5.9 

19

Perrigo Company plc - Item 1
Note 9

Liability DerivativesLiability Derivatives
Fair ValueFair Value
Balance Sheet LocationApril 3,
2021
December 31,
2020
Balance Sheet LocationApril 2,
2022
December 31,
2021
Designated derivatives:Designated derivatives:Designated derivatives:
Foreign currency forward contractsForeign currency forward contractsOther accrued liabilities$3.6 $5.5 Foreign currency forward contractsOther accrued liabilities$2.0 $1.2 
Cross-currency swapCross-currency swapOther accrued liabilities— 13.8 
Total designated derivativesTotal designated derivatives$2.0 $15.0 
Non-designated derivatives:Non-designated derivatives:Non-designated derivatives:
Foreign currency forward contractsForeign currency forward contractsOther accrued liabilities$2.9 $2.4 Foreign currency forward contractsOther accrued liabilities$1.4 $1.2 

The following tables summarize the effect of derivative instruments designated as hedging instruments in Accumulated Other Comprehensive Income ("AOCI") (in millions):
Three Months Ended
April 3, 2021
Instrument
Amount of Gain/(Loss) Recorded in OCI(1)
Classification of Gain/(Loss) Reclassified from AOCI into EarningsAmount of Gain/(Loss) Reclassified from AOCI into EarningsClassification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness TestingAmount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Cash flow hedges:
Interest rate swap agreements$Interest expense, net$(0.5)Interest expense, net$
Foreign currency forward contracts1.7 Net sales(0.9)Net sales
Cost of sales(1.4)Cost of sales0.1 
Other (income) expense, net(0.1)
$1.7 $(2.8)$
Net investment hedges:
Cross-currency swap$(0.5)Interest expense, net$1.0 

17

Perrigo Company plc - Item 1
Note 9

Three Months Ended
April 2, 2022
InstrumentAmount of Gain/(Loss) Recorded in OCIClassification of Gain/(Loss) Reclassified from AOCI into EarningsAmount of Gain/(Loss) Reclassified from AOCI into EarningsClassification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness TestingAmount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Cash flow hedges:
Interest rate swap agreements$— Interest expense, net$(0.5)Interest expense, net$— 
Foreign currency forward contracts(7.2)Net sales0.3 Net sales— 
Cost of sales(0.4)Cost of sales0.1 
Other (income) expense, net0.1 
$(7.2)$(0.6)$0.2 
Net investment hedges:
Cross-currency swap$(4.6)Interest expense, net$(0.5)

(1) Net loss of $13.4$6.3 million is expected to be reclassified out of AOCI into earnings during the next 12 months.

Three Months Ended
April 3, 2021
InstrumentAmount of Gain/(Loss) Recorded in OCIClassification of Gain/(Loss) Reclassified from AOCI into EarningsAmount of Gain/(Loss) Reclassified from AOCI into EarningsClassification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness TestingAmount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Cash flow hedges:
Interest rate swap agreements$— Interest expense, net$(0.5)Interest expense, net$— 
Foreign currency forward contracts1.7 Net sales(0.9)Net sales— 
Cost of sales(1.4)Cost of sales0.1 
Other (income) expense, net(0.1)
$1.7 $(2.8)$— 
Net investment hedges:
Cross-currency swap$(0.5)Interest expense, net$1.0 


20
18

Perrigo Company plc - Item 1
Note 9

Three Months Ended
March 28, 2020
InstrumentAmount of Gain/(Loss) Recorded in OCIClassification of Gain/(Loss) Reclassified from AOCI into EarningsAmount of Gain/(Loss) Reclassified from AOCI into EarningsClassification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness TestingAmount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Cash flow hedges:
Interest rate swap agreements$Interest expense, net$(0.5)Interest expense, net$
Foreign currency forward contracts9.3 Net sales(0.4)Net sales
Cost of sales(1.0)Cost of sales0.4 
$9.3 $(1.9)$0.4 
Net investment hedges:
Cross-currency swap$(15.0)Interest expense, net$2.8 
The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Condensed Consolidated Statements of Operations were as follows (in millions):
Three Months Ended
Non-Designated DerivativesIncome Statement
Location
April 3,
2021
March 28,
2020
Foreign currency forward contractsOther (income) expense, net$(4.8)$6.2 
Interest expense, net1.2 0.9 
$(3.6)$7.1 

Three Months Ended
Non-Designated DerivativesIncome Statement
Location
April 2,
2022
April 3,
2021
Foreign currency forward contractsOther (income) expense, net$0.5 $(4.8)
Interest expense, net(0.4)1.2 
$0.1 $(3.6)
Foreign currency optionsOther (income) expense, net$3.5 $— 

The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions):
Three Months Ended
April 3, 2021
Net SalesCost of SalesInterest Expense, netOther (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$1,010.0 $641.6 $32.0 $2.4 
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings$(0.9)$(1.4)$$
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach$$0.1 $$(0.1)
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings$$$(0.5)$

Three Months Ended
April 2, 2022
Net SalesCost of SalesInterest Expense, netOther (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$1,074.5 $736.7 $35.8 $(1.1)
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 $(0.4)$— $— 
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach$— $0.1 $— $0.1 
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings$— $— $(0.5)$— 



2119

Perrigo Company plc - Item 1
Note 9

Three Months Ended
April 3, 2021
Net SalesCost of SalesInterest Expense, netOther (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$1,010.0 $641.6 $32.0 $2.4 
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings$(0.9)$(1.4)$— $— 
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach$— $0.1 $— $(0.1)
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings$— $— $(0.5)$— 


Three Months Ended
March 28, 2020
Net SalesCost of SalesInterest Expense, netOther (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$1,083.3 $689.6 $28.9 $1.7 
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings$(0.4)$(1.0)$$
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach$$0.4 $$
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings$$$(0.5)$

NOTE 10 – LEASES

The balance sheet locations of our lease assets and liabilities were as follows (in millions):
AssetsAssetsBalance Sheet LocationApril 3,
2021
December 31,
2020
AssetsBalance Sheet LocationApril 2,
2022
December 31,
2021
OperatingOperatingOperating lease assets$149.7 $154.7 OperatingOperating lease assets$195.7 $166.9 
FinanceFinanceOther non-current assets32.2 29.8 FinanceOther non-current assets26.2 27.9 
TotalTotal$181.9 $184.5 Total$221.9 $194.8 

LiabilitiesLiabilitiesBalance Sheet LocationApril 3,
2021
December 31,
2020
LiabilitiesBalance Sheet LocationApril 2,
2022
December 31,
2021
CurrentCurrentCurrent
OperatingOperatingOther accrued liabilities$27.1 $28.3 OperatingOther accrued liabilities$24.4 $26.0 
FinanceFinanceCurrent indebtedness5.2 6.7 FinanceCurrent indebtedness4.6 4.9 
Non-CurrentNon-CurrentNon-Current
OperatingOperatingOther non-current liabilities128.2 132.5 OperatingOther non-current liabilities171.3 147.3 
FinanceFinanceLong-term debt, less current portion24.3 20.2 FinanceLong-term debt, less current portion19.8 20.9 
TotalTotal$184.8 $187.7 Total$220.1 $199.1 
    
    The below table shows our lease assets and liabilities by reporting segment (in millions):
AssetsLiabilities
OperatingFinancingOperatingFinancing
April 3,
2021
December 31,
2020
April 3,
2021
December 31,
2020
April 3,
2021
December 31,
2020
April 3,
2021
December 31,
2020
CSCA$74.2 $75.9 $16.3 $16.7 $73.9 $75.8 $16.7 $17.0 
CSCI32.9 34.4 8.7 5.9 33.7 35.2 5.5 2.5 
Unallocated42.6 44.4 7.2 7.2 47.7 49.8 7.3 7.4 
Total$149.7 $154.7 $32.2 $29.8 $155.3 $160.8 $29.5 $26.9 

2220

Perrigo Company plc - Item 1
Note 10


The below tables show our lease assets and liabilities by reporting segment (in millions):
Assets
OperatingFinancing
April 2,
2022
December 31,
2021
April 2,
2022
December 31,
2021
CSCA$95.5 $98.2 $14.9 $15.3 
CSCI27.9 30.7 7.5 7.9 
Unallocated72.3 38.0 3.8 4.7 
Total$195.7 $166.9 $26.2 $27.9 
Liabilities
OperatingFinancing
April 2,
2022
December 31,
2021
April 2,
2022
December 31,
2021
CSCA$96.3 $99.7 $15.7 $16.0 
CSCI29.1 31.8 4.8 5.0 
Unallocated70.3 41.8 3.9 4.8 
Total$195.7 $173.3 $24.4 $25.8 

Lease expense was as follows (in millions):
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
Operating leases(1)
Operating leases(1)
$9.8 $9.6 
Operating leases(1)
$9.7 $9.8 
Finance leasesFinance leasesFinance leases
AmortizationAmortization$1.5 $1.0 Amortization$1.5 $1.5 
InterestInterest0.2 0.2 Interest0.2 0.2 
Total finance leasesTotal finance leases$1.7 $1.2 Total finance leases$1.7 $1.7 

            (1) Includes short-term leases and variable lease costs, which are immaterial.
    
The annual future maturities of our leases as of April 3, 20212, 2022 are as follows (in millions):

Operating LeasesFinance LeasesTotalOperating LeasesFinance LeasesTotal
2021$24.0 $4.5 $28.5 
2022202226.2 5.5 31.7 2022$22.2 $4.1 $26.3 
2023202318.9 3.8 22.7 202324.8 3.9 28.7 
2024202415.9 2.3 18.2 202421.7 2.4 24.1 
2025202513.9 2.2 16.1 202519.2 2.2 21.4 
After 202580.5 15.8 96.3 
2026202617.6 2.1 19.7 
After 2026After 2026122.4 13.6 136.0 
Total lease paymentsTotal lease payments179.4 34.1 213.5 Total lease payments227.9 28.3 256.2 
Less: InterestLess: Interest24.1 4.6 28.7 Less: Interest32.2 3.9 36.1 
Present value of lease liabilitiesPresent value of lease liabilities$155.3 $29.5 $184.8 Present value of lease liabilities$195.7 $24.4 $220.1 

21

Perrigo Company plc - Item 1
Note 10


Our weighted average lease terms and discount rates are as follows:
April 3,
2021
March 28,
2020
Weighted-average remaining lease term (in years)
Operating leases10.525.98
Finance leases9.3110.10
Weighted-average discount rate
Operating leases2.97 %3.97 %
Finance leases2.76 %3.42 %

April 2,
2022
April 3,
2021
Weighted-average remaining lease term (in years)
Operating leases12.0910.52
Finance leases9.289.31
Weighted-average discount rate
Operating leases2.61 %2.97 %
Finance leases2.82 %2.76 %

Our lease cash flow classifications are as follows (in millions):
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
Cash paid for amounts included in the measurement of lease liabilitiesCash paid for amounts included in the measurement of lease liabilitiesCash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leasesOperating cash flows for operating leases$10.0 $8.9 Operating cash flows for operating leases$8.5 $10.0 
Operating cash flows for finance leasesOperating cash flows for finance leases$0.2 $0.2 Operating cash flows for finance leases$0.2 $0.2 
Financing cash flows for finance leasesFinancing cash flows for finance leases$1.3 $0.9 Financing cash flows for finance leases$1.3 $1.3 
Leased assets obtained in exchange for new finance lease liabilitiesLeased assets obtained in exchange for new finance lease liabilities$4.2 $1.5 Leased assets obtained in exchange for new finance lease liabilities$— $4.2 
Leased assets obtained in exchange for new operating lease liabilitiesLeased assets obtained in exchange for new operating lease liabilities$3.9 $4.9 Leased assets obtained in exchange for new operating lease liabilities$31.6 $3.9 

2322

Perrigo Company plc - Item 1
Note 11

NOTE 11 – INDEBTEDNESS

Subsequent to April 2, 2022 we refinanced our existing revolving and term loan agreements, as discussed below, and entered into new senior secured credit facilities. Refer to Note 18 for more information regarding our new senior secured credit facilities.

Total borrowings outstanding are summarized as follows (in millions):
April 3,
2021
December 31,
2020
April 2,
2022
December 31,
2021
Term loanTerm loanTerm loan
2019 Term loan due August 15, 2022$600.0 $600.0 
2019 Term loan due August 15, 2022(1)
$600.0 $600.0 
Notes and BondsNotes and BondsNotes and Bonds
CouponDueCouponDue
5.105%
July 28, 2023(1)
158.8 164.9 5.105%
July 28, 2023(2)
$149.3 $153.5 
4.000%November 15, 2023215.6 215.6 4.000%November 15, 2023215.6 215.6 
3.900%December 15, 2024700.0 700.0 3.900%December 15, 2024700.0 700.0 
4.375%March 15, 2026700.0 700.0 4.375%March 15, 2026700.0 700.0 
3.150%June 15, 2030750.0 750.0 3.900%
June 15, 2030(3)
750.0 750.0 
5.300%November 15, 204390.5 90.5 5.300%November 15, 204390.5 90.5 
4.900%December 15, 2044303.9 303.9 4.900%December 15, 2044303.9 303.9 
Total notes and bonds2,918.8 2,924.9 Total notes and bonds2,909.3 2,913.5 
Other financingOther financing60.1 57.4 Other financing24.3 25.8 
Unamortized premium (discount), netUnamortized premium (discount), net(1.5)(0.3)Unamortized premium (discount), net(5.2)(4.8)
Deferred financing feesDeferred financing fees(16.3)(17.1)Deferred financing fees(13.2)(14.0)
Total borrowings outstandingTotal borrowings outstanding3,561.1 3,564.9 Total borrowings outstanding3,515.2 3,520.5 
Current indebtedness(35.8)(37.3)Current indebtedness(4.6)(603.8)
Total long-term debt less current portionTotal long-term debt less current portion$3,525.3 $3,527.6 Total long-term debt less current portion$3,510.6 $2,916.7 

    (1) Reported as long-term associated with refinancing after April 2, 2022. Refer to Note 18.
    (2) 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(3) The coupon rate noted above is that as of April 3,December 31, 2021, following a step up in rate from 3.150% to 3.900%, effective December 16, 2021. Due to a credit ratings downgrade by S&P and Moody's in the first quarter of 2022, the interest rate has stepped up from 3.900% to 4.400% starting after June 15, 2022.

Revolving Credit Agreements

On March 8, 2018, we entered into a $1.0 billion revolving credit agreement maturing on March 8, 2023 (the "2018 Revolver"). ThereThere were 0no borrowings outstanding under the 2018 Revolver as of April 3, 20212, 2022 or December 31, 2020.2021.

Term Loan and Notes

In August 2019, we refinanced a prior term loan with the proceeds of a $600.0 million term loan, maturing on August 15, 2022 (the "2019 Term Loan"). We had $600.0 million outstanding under our 2019 Term Loan as of both April 2, 2022 and December 31, 2021.

Waiver and Amendment of Debt Covenants

We are subject to financial covenants in the 2018 Revolver and 2019 Term Loan, including a maximum leverage ratio covenant, which previously required us to maintain a ratio of Consolidated Net Indebtedness to Consolidated EBITDA (as such terms are defined in such credit agreements) of not more than 3.75 to 1.00 at the end of each fiscal quarter. On December 3, 2021, we and Perrigo Finance entered into Amendment No. 2 to our 2019 Term Loan (the “Term Loan Amendment”) and Amendment No. 3 to our 2018 Revolver (the “Revolver Amendment”) with the lenders under each such facility, pursuant to which the maximum leverage ratio was
23

Perrigo Company plc - Item 1
Note 11

increased to 5.75 to 1.00 for the fourth quarter of 2021 and the first quarter of 2022, returning to 3.75 to 1.00 beginning with the second quarter of 2022. If we consummate certain qualifying acquisitions in the second quarter of 2022 or any subsequent quarter during the term of the loan, the maximum ratio would increase to 4.00 to 1.00 for such quarter. The amendments also modified certain provisions related to restricted payments to account for the amended leverage ratio covenant. Finally, the Revolver Amendment contains amendments related to the replacement of LIBOR with the Sterling Overnight Index Average (SONIA) as the benchmark for borrowings under the 2018 Revolver in Pounds Sterling. As of April 2, 2022, we are in compliance with all the covenants under our debt agreements.

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". ThereThere were 0no borrowings outstandingoutstanding under the facilities as of April 3, 20212, 2022 or December 31, 2020.
    On June 17, 2020, we incurred debt of $34.3 million related to our equity method investment in Kazmira pursuant to 2 Promissory Notes, with $3.7 million, $5.8 million and $24.8 million to be settled in November 2020, May 2021 and November 2021, respectively. On December 8, 2020, we repaid the $3.7 million balance due on the November 2020 portion of the Promissory Notes.2021.

We have financing leases that are reported in the above table under "Other financing" (refer to Note 10).

24

Perrigo Company plc - Item 1
Note 12

NOTE 12 – 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
 April 3,
2021
March 28,
2020
Numerator:
Income from continuing operations$2.8 $57.6 
Income from discontinued operations, net of tax35.3 48.8 
Net income$38.1 $106.4 
Denominator:
Weighted average shares outstanding for basic EPS133.2 136.2 
Dilutive effect of share-based awards1.4 1.1 
Weighted average shares outstanding for diluted EPS134.6 137.3 
Anti-dilutive share-based awards excluded from computation of diluted EPS1.8 1.7 
 Three Months Ended
 April 2,
2022
April 3,
2021
Numerator:
Income (loss) from continuing operations$(1.3)$2.8 
Income (loss) from discontinued operations, net of tax(1.1)35.3 
Net income (loss)$(2.4)$38.1 
Denominator:
Weighted average shares outstanding for basic EPS134.0 133.2 
Dilutive effect of share-based awards*— 1.4 
Weighted average shares outstanding for diluted EPS134.0 134.6 
Anti-dilutive share-based awards excluded from computation of diluted EPS*— 1.8 
* In the period of a net loss, diluted shares equal basic shares.

Shareholders' Equity

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 (the "2018 Authorization"). We did 0tnot repurchase any shares during the three months ended April 2, 2022 or April 3, 2021 and March 28, 2020.2021.

24

Perrigo Company plc - Item 1
Note 13

NOTE 13 – 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 taxForeign Currency Translation AdjustmentsPost-Retirement and Pension Liability Adjustments, net of taxTotal AOCI
Balance at December 31, 2020$(0.7)$407.3 $(11.6)$395.0 
OCI before reclassifications(8.8)(111.6)(0.7)(121.1)
Amounts reclassified from AOCI2.8 2.8 
Other comprehensive income (loss)$(6.0)$(111.6)$(0.7)$(118.3)
Balance at April 3, 2021$(6.7)$295.7 $(12.3)$276.7 
25

Perrigo Company plc - Item 1
Note 14
Fair Value of Derivative Financial Instruments, net of tax
Foreign Currency Translation Adjustments (1)
Post-Retirement and Pension Liability Adjustments, net of tax(1)
Total AOCI
Balance at December 31, 2021$(22.0)$67.4 $(9.9)$35.5 
OCI before reclassifications9.8 19.0 (7.7)21.1 
Amounts reclassified from AOCI0.6 (43.6)1.4 (41.6)
Other comprehensive income (loss)$10.4 $(24.6)$(6.3)$(20.5)
Balance at April 2, 2022$(11.6)$42.8 $(16.2)$15.0 

(1) Amounts reclassified from AOCI relate to the divestiture of the Latin America businesses

NOTE 14 – INCOME TAXES

The effective tax rates were as follows:
Three Months Ended
April 3,
2021
March 28,
2020
84.0 %(0.4)%
Three Months Ended
April 2,
2022
April 3,
2021
90.2 %84.0 %

The effective tax rate on the pre-tax loss for the three months ended April 2, 2022, increased compared to the effective tax rate on the pre-tax income for the three months ended April 3, 2021, increased compared to the prior period primarily due to the prior period tax benefitsbenefit of the loss on sale of our Latin America businesses. The increase in the effective tax rate was offset, in part, by income tax expense associated with internal legal entity restructuring recognized for reductions to the U.S. valuation allowancethree months ended April 2, 2022, and the U.S. Coronavirus Aid, Relief and Economic Security ("CARES") Act, enacted in the first quarter of 2020, plus the current period net income tax expense on intra-entity transfers of intellectual property.

In December 2019,property recognized for the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes." It removes certain exceptions to the general principles in ASC Topic 740 and improves consistent application of and simplifies GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. This guidance was effective for interim and annual reporting periods beginning after December 15, 2020. We adopted this guidance as of January 1, 2021, and the impact on our Consolidated Financial Statements was immaterial.three months ended April 3, 2021.

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

Perrigo Company, our U.S. subsidiary ("Perrigo U.S."), is engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the generic heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a second statutory notice of deficiency from the IRS for the fiscal tax years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from the assignment of an omeprazole distribution contract to an Israeli affiliate. In addition to the transfer pricing adjustments, which applied to all four4 tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments forrequiring the capitalization and amortization of certain legal expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to ANDAs.ANDAs filed with a Paragraph IV Certification.

We do not agree with the audit adjustments proposed by the IRS in either of the notices of deficiency. We paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and timely filed claims for refund on June 11, 2015 for the 2009 and 2010 tax years, and on June 7, 2017, for the 2011 and 2012 tax years. On August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the
25

Perrigo Company plc - Item 1
Note 14

2012 tax year, for a total of $134.1 million, plus statutory overpayment interest thereon from the dates of payment. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017.

The previously scheduledA bench trial date has been continuedwas held during the period May 25, 2021 to May 25,June 7, 2021 for the refund case.case in the United States District Court for the Western District of Michigan. The total amount of cumulative deferred charge that we are seeking to receive in this litigation is approximately $111.6 million, which reflects the impact of conceding that Perrigo U.S. should have received a 5.24% royalty on all omeprazole sales. That concession was previously paid and is the subject of the above refund claims. The issues outlined in the statutory notices of deficiency described above are continuing in nature, and the IRS will likely carry forward the adjustments set forth therein as long as the drug is sold, in the case of the omeprazole issue, and for all post-2012 Paragraph IV filings that trigger patent infringement suits, in the case of the ANDA issue. On April 30, 2021, we filed a Notice of New Authority in our refund case in the Western District of Michigan alerting the court to a United States Tax Court decision in Mylan v. Comm'r that ruled in favor of the taxpayer on thenearly identical ANDA issues as we have before the court.
26

Perrigo Company plc Post-trial briefings were completed on September 24, 2021 and the case is now fully submitted for the court's decision. On January 28, 2022, the IRS filed a Notice of Appeal with the United States Court of Appeals of the Third Circuit to appeal the United States Tax Court's decision in - Item 1Mylan v. Comm'r.
Note 14


On January 13, 2021, the IRS issued a 30-day letter and Revenue Agent's Report with respect to its audit of our fiscal tax years ended June 29, 2013, (the "2013 tax year"), June 28, 2014, (the "2014 tax year"), and June 27, 2015 (the "2015 tax year" and together with the 2013 tax year and the 2014 tax year, the "2013-2015 tax years").2015. The IRS30-day letter proposed, among other modifications, carryforwards of the transfer pricing adjustments regarding our profits fromin connection with the distribution of omeprazole in the aggregate amount of $141.6 million and ANDAANDA-related adjustments in the aggregate amount of $21.9 million. The 30-day letter also set forth adjustments described in the next two paragraphs. We timely filed a protest to the 30-day letter for those additional adjustments but noting that due to the pending refund litigation described above, IRS Appeals willwould not consider the merits of the omeprazole or ANDA matters. We believe that we should prevail on the merits on both carryforward issues and have reserved for taxes and interest payable on the 5.24% deemed royalty on omeprazole through the tax year ended December 31, 2018. Beginning with the tax year ended December 31, 2019, we began reporting income commensurate with the 5.24% deemed royalty. We have not reserved for the ANDA-related issue described above. While we believe we should prevail on the merits of this case, the outcome remains uncertain. If our litigation position on the omeprazole issue is not sustained, the outcome for the 2009–2012 tax years could range from a reduction in the refund amount to denial of any refund. In addition, we expect that the outcome of the refund litigation could effectively bind future tax years. In that event, an adverse ruling on the omeprazole issue could have a material impact on subsequent periods, with additional tax liability in the range of $24.0 million to $112.0 million, not including interest and any applicable penalties.

26

Perrigo Company plc - Item 1
Note 14

The 30-day letter for the 2013-2015 tax years also proposed to reduce Perrigo U.S.'s deductible interest expense for the 2014 tax year and the 2015 tax year on $7.5 billion in certain intercompany debts owed by it to Perrigo Company plc. The debts were incurred in connection with the Elan merger transaction in 2013. On May 7, 2020, the IRS issued a NOPA capping the interest rate on the debts for U.S. federal tax purposes at 130.0% of the Applicable Federal Rate ("AFR") (a blended rate reduction of 4.0% per annum), on the stated ground that the loans were not negotiated on an arms’-lengtharms-length basis. The NOPA proposes a reduction in gross interest expense of approximately $414.7 million for tax years 2014 and 2015. On January 13, 2021, we received a Revenue AgentAgent's Report ("RAR"), together with the 30-day letter, requiring our filing of a written Protestprotest to request IRS Appeals consideration. The Protestprotest was timely filed with the IRS on February 26, 2021. On May 3, 2021,January 20, 2022, the IRS notified us that it will no longer pursue the 130% of AFR position reflected in its NOPA dueresponded to a change in IRS policy. The IRS will provide a new proposed adjustment inour protest with its rebuttal to our Protest,in which we have not yet received. Because the IRS'it revised adjustment is currently unknown and cannot be quantified, weits position on this interest rate issue by reasserting that implicit parental support considerations are unablenecessary to determine the amountarm's length interest rates and proposing revised interest rates that are higher than the interest rates proposed under its 130.0% of grossAFR assertion. The blended interest rate proposed by the IRS rebuttal is 4.36%, an increase from the blended interest rate in the RAR of 2.57% but lower than the stated blended interest rate of the loans of 6.8%.We will pursue all available administrative and judicial remedies necessary to defend the deductibility of the interest expense thaton this indebtedness. If the IRS proposeswere to disallow, andprevail in its revised proposed adjustment, we cannot estimate anyan increase in tax expense attributable to any such disallowanceof approximately $72.9 million, excluding interest and penalties, for the period under audit.fiscal years ended June 28, 2014 through June 27, 2015. In addition, we expect the IRS to seek similar revised adjustments for the taxfiscal years ended December 31, 2015 through December 31, 2018 with potential section 163(j) carryover impacts beyond December 2018. We cannot determineIf those further adjustments were sustained, based on preliminary calculations and subject to further analysis, our current best estimate is that the amount, if any, of the estimated increase inadditional tax expense attributable to any such adjustments.would not exceed $58.5 million, excluding interest and penalties. No further interest adjustments are expected beyond this period.period are expected. We strongly disagree with the IRS position and we will pursue all available administrative and judicial remedies necessary. At this stage, we are unable to estimate any additional liability, if any, associated with this matter.

In addition, the 30-day letter for the 2013-2015 tax years expanded on a NOPA issued on December 11, 2019 and proposed to disallow adjustmentsreductions to gross sales income on the sale of prescription products to wholesalers for accrued wholesale customer pipeline chargebacks where the prescription products were not re-sold by such wholesalers to covered retailers by the end of the tax year for the 2013-2015 tax years.year. The IRS' NOPA asserts that the reduction of gross sales income of such chargebacks is an impermissible method of accounting. The IRSaccounting and proposed a change in accounting method that would defer the reduction in gross sales income until the year the prescription products were re-sold to covered retailers. The NOPA proposes an increase in sales revenue of approximately $99.5 million for the 2013-2015 tax years. We filed a protest on February 26, 2021 to request IRS Appeals consideration. On January 20, 2022, the IRS responded to our protest with its rebuttal and reiterated the NOPA's position that the accrued chargebacks are not currently deductible in the tax year accrued because all events have not occurred to establish the fact of the liability in the year deducted. If the IRS were to prevail in its proposed adjustment, we estimate a payment of approximately $18.0 million, excluding interest and penalties for the 2013-2015 tax years. In addition, we expect the IRS to seek similar adjustments for future years. If those future adjustments were to be sustained, based on preliminary calculations and subject to further analysis, our current bestwe estimate isthis would result in a payment that will not to exceed $7.0 million through tax year ended December 31, 2020,2021, excluding interest and penalties. We have fully reserved for this issue. We strongly disagree with the IRS’s proposed adjustment and will pursue all available administrative and judicial remedies necessary.

On December 2, 2021, the IRS commenced an audit of our federal income tax returns for the tax years ended December 31, 2015, through December 31, 2019.

27

Perrigo Company plc - Item 1
Note 14

Internal Revenue Service Audit of Athena Neurosciences, Inc., a U.S. Subsidiary    

On April 26, 2019, we received a revised NOPA from the IRS regarding transfer pricing positions related to the IRS audit of Athena Neurosciences, Inc.LLC ("Athena") for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. The NOPA carries forward the IRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property in various developmental products, including the Multiple Sclerosis drug Tysabri, 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 based on imputing royalty income to Athena using a 24.7% royalty rate derived by the IRS and a 40.0% accuracy-related penalty. This amount excludes consideration of offsetting tax attributes and any potential interest that may be imposed. We strongly disagree with the IRS position. On December 22, 2016, we also received a NOPA for these years denying the deductibility of settlement costs related to illegal marketing of Zonegran in the United States raised in a Qui Tam action.action under the U.S. False Claims Act. We strongly disagree with the IRS' position on this issue as well. Because we believe that any concession on these issues in Appeals would be contrary to our evaluation of the issues and to avoid double taxation of the same income in the United States and Ireland, we pursued our remedies under the U.S. - IrelandMutual Agreement Procedure of the U.S.-Ireland Income Tax Treaty to alleviate double taxation. On April 14,21 and 23, 2020, we filed a requestrequests for Competent Authority Assistance with the IRS and Irish Revenue on the Tysabri royalty issue, and it wasthose applications were accepted. On October 20, 2020, we amended our requestrequests for Competent Authority Assistance to include the Zonegran issue and this amendment wasthese supplemental requests were also accepted. On May 6, 2021, we had our opening conference with the IRS. A follow-up conference was held with the IRS on December 13, 2021 and we discussed our submission, which continues to be reviewed by the IRS. Our opening conference with Irish Revenue is scheduled forwas held on July 23, 2021.2021 and we discussed our submission, which continues to be reviewed by Irish Revenue. The U.S. and Irish Competent Authorities will seek to achieve a resolution that avoids double taxation on both the Tysabri royalty and Zonegran issues.

No payment of the additional amounts is required until these two matters are resolved with finality under the treaty, or any additional administrative or judicial process if treaty negotiations are unsuccessful.
    
Irish Revenue Audit of Fiscal Years Ended December 31, 2012 and December 31, 2013

On October 30,November 29, 2018, we received an audit findings letter from the Irish OfficeRevenue issued a Notice of the Revenue CommissionersAmended Assessment (“Irish Revenue”NoA”) for the tax yearsyear ended December 31, 2012 and December 31, 2013. The audit findings letter relates2013, related to the tax treatment of the 2013 sale of the Tysabri® intellectual property and related assets to Biogen Idec by Elan Pharma. The consideration paid by Biogen Idec toOn September 29, 2021, Elan Pharma took the form ofreached an upfront payment and future contingent royalty payments. Elan Pharma recognized such receipts as trading income in its tax returns filedagreement with Irish Revenue consistent with Elan Pharma's historical practice relating to its active management of intellectual property rights.

In its audit findings letter, Irish Revenue proposed to charge Elan Pharma tax on the net chargeable gain realized by Elan Pharma on the Tysabri® transaction in 2013 at a rate of 33%, rather than the 12.5% tax rate applied to trading income. On November 29, 2018,Irish Revenue issued a Notice of Amended Assessment (“NoA”)providing for the tax year ended December 31, 2013, in the amount of €1,643 million,full and claiming tax payable in the amount of €1,636 million, not including any interest or applicable penalties.

    We strongly disagree with this assessment and believe that the NoA is without merit and incorrect as a matter of law. We will pursue all available administrative and judicial avenues as may be necessary or appropriate. Accordingly, we filed an appealfinal settlement of the NoA on December 27, 2018 with the Irish Tax Appeals Commission ("TAC") which is the statutory body charged with considering whether the NoA is properly founded asfollowing terms: (i) on a matter of Irish tax law. Separately, we were also granted leave by the Irish High Court on February 25, 2019 to seek judicial review'without prejudice basis' and, for purposes of the issuance of the NoA by Irish Revenue.

    On November 4, 2020, the High Court ruled that the Irish Revenue's decision to issue the NoA did not violate Elan Pharma's constitutional rights and legitimate expectations as a taxpayer. Importantly, the Irish High Court did not rule on the merits of the NoA under Irish tax law. The TAC will now consider whether the NoA is correct as a matter of Irish tax law. The tax appeal is scheduled to be heard in November 2021.

We strongly believe that Elan Pharma’s tax position is correct and would ultimately be confirmed through judicial process. However, in light of the risks and delays inherent in any litigation, representatives of Perrigo met with representatives of Irish Revenue on March 18, 2021 and April 14, 2021, to explore whether there may be a path forward toward resolving the dispute. On April 26, 2021, Perrigo, through its tax adviser, made a without prejudice written offer of settlement, to Irish Revenue detailing a possible framework for such a resolution, which applied an alternative basis of taxation than the respective positions taken bywas applied, (ii) Irish Revenue to take no further action in relation to the NoA or any Tysabri related income or transactions, (iii) no interest or penalties applied, (iv) a total tax of €297.0 million charged as full and final settlement of all liabilities arising from the sale of the Tysabri patents for the fiscal years 2013 to 2021, and (v) after Irish Revenue credited taxes already paid and certain unused research and development ("R&D") credits against the €297.0 million charged settlement amount, the total cash payment of €266.1 million, $307.5 million as of the date of payment, was made on October 5, 2021. We recorded the payment as a component of income tax expense on the Consolidated Statements of Operations in the NoA and by Elan
28

Perrigo Company plc - Item 1
Note 14

Pharma in its tax returns. On May 11, 2021, a representativethird quarter of Irish Revenue verbally indicated to Perrigo's tax adviser that the written settlement offer would not be accepted as presented and that a formal response would be transmitted in due course. Perrigo will review Irish Revenue's formal response to Perrigo's offer when received and expects further discussions and correspondence with Irish Revenue prior to the TAC hearing in November.

2021.
    There can be no assurances that any settlement is possible on terms acceptable to Perrigo. Unless and until a final settlement is reached, Elan Pharma will vigorously pursue its tax appeal before the TAC, concurrently with any settlement discussions that may occur. No payment of any additional tax will be required unless and until required by a settlement or other final determination.

Israel Tax Authority Audit of Fiscal Year Ended June 27, 2015 and Calendar Years Ended December 31, 2015 through December 31, 20172019

The Israel Tax Authority audited our income tax returns for the 2015 tax year, and calendar years ended December 31, 2015, December 31, 2016 and December 31, 2017. On December 29, 2020, we received a Stage A assessment from the IsraeliIsrael Tax Authority ("ITA") for the tax years ended December 31, 2015 through December 31, 2017 in the amount of $63.8 million relating to attribution of intangible income to Israel, income qualifying for a lower preferential rate of tax, exemption from capital gains tax, and deduction of certain settlement payments. Our protest was timely filed on March 11, 2021Through negotiations with the ITA, we resolved the audit by agreeing to moveadd tax years ended December 31, 2018 and December 31, 2019 to the matteraudit. Further, the agreement with the ITA required us to Stage Bpay $19.0 million, after offset of refunds of $17.2 million, for the 5 taxable years. In addition, we paid $12.5 million to resolve a tax liability indemnity for the tax year ended December 31, 2017 relating to Perrigo API Ltd, which we disposed of in December 2017 (refer to Note 15).

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As a result of the assessment process. We strongly disagreesettlement with the assessment and will pursue all available administrative and judicial remedies necessary.ITA, we reduced our liability recorded for uncertain tax positions by $38.3 million including interest.

    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.
    
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 April 3, 2021.2, 2022. 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.
    
NOTE 15 – 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 April 3, 2021,2, 2022, 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, have, 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 certain states alleging violations of state antitrust laws.

On July 14, 2020, the court issued an order designating the following cases to proceed on a more expedited basis (as a bellwether) than the other cases in MDL No. 2724: (a) the May 2019 state case alleging an overarching
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conspiracy involving more than 120 products (which does not name Perrigo a defendant) and (b) class actions alleging “single drug” conspiracies involving Clomipramine, Pravastatin, and Clobetasol. Perrigo is a defendant in the Clobetasol cases but not the others. On February 9, 2021, the courtCourt entered an order provisionally deciding to remove the May 2019 state case and the pravastatin class cases from the bellwether proceedings. On May 7, 2021, the Court ruled that the clobetasol end payer and direct purchaser class cases will remain part of the bellwether. The Court also ruled that the June 10, 2020 State Complaintstate complaint against Perrigo and approximately 35 other manufacturers will move forward as a bellwether case. The bellwether cases are proceeding in discovery, which must be completed by January 17, 2023 under the schedule set by the Court.No schedule hastrial dates have been set for any of the bellwether cases.cases, or any of the other cases in the MDL.

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 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
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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 yetculminates with summary judgment motions due to be filed no later than November 16, 2023. No trial dates have been set.set for the Clobetasol cases, and no schedules have been set for the other “single drug” conspiracy cases.

(b) “Overarching Conspiracy” Class Actions

The same 3 putative classes, including (a) direct purchasers, (b) end payors, and (c) indirect resellers, have filed 2 sets of class action complaints 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 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 involving 135 drugs with allegations dating back to March 2011. The allegations against Perrigo concern only 2 formulations (cream and ointment) of 1 of the products at issue, Nystatin. The court denied motions to dismiss the first set of “overarching conspiracy” class actions, and they are proceeding in discovery. NaN of these cases are included in the group of cases on a more expedited schedule pursuant to the court’s July 14, 2020May 17, 2021 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. On March 11, 2020, the indirect reseller plaintiffs filed a motion to amend their second round December 2019 complaint, and that motion was granted. On September 4, 2020, and December 15, 2020, the end payor plaintiffs amended their second round complaint. On October 21, 2020, the direct purchaser plaintiffs amended their second round complaint. On December 15, 2020, the indirect reseller plaintiffs filed another complaint adding allegations for additional drugs that mirror the other class plaintiffs’ claims.

This second set of overarching complaints allege conspiracies relating to 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 amended indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Betamethasone Dipropionate lotion, Imiquimod cream, Desonide cream and ointment, and Hydrocortisone Valerate cream. The December 2020 indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Adapalene, Ammonium Lactate, Bromocriptine Mesylate, Calcipotriene, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Methazolamide, Mometasone Furoate, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.The amended end payor complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate,
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Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The amended direct purchaser complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Fluocinonide, Halobetasol Proprionate,Propionate, Hydrocortisone Valerate, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

Perrigo has not yet responded to the second set of overarching conspiracy complaints, and responses are currently or will be stayed.
    
Opt-Out Complaints

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On January 22, 2018, Perrigo was named a co-defendant along with 35 other manufacturers in a complaint filed by 3 supermarket chains alleging that defendants conspired to fix prices of 31 generic prescription pharmaceutical products starting in 2013. On December 21, 2018, an amended complaint was filed that adds additional products and allegations against a total of 39 manufacturers for 33 products. The only allegations specific to Perrigo relate to Clobetasol, Desonide, Econazole, Nystatin cream, and Nystatin ointment. Perrigo moved to dismiss this complaint on February 21, 2019. The motion was denied on August 15, 2019. The case is proceeding in discovery. On February 3, 2020, the plaintiffs requested leave to file a second amended complaint.complaint, which it has withdrawn and refiled several times since, with the latest requested amendment filed in August 2020. The proposed amended complaint adds dozens of additional products and allegations to the original complaint. Perrigo is discussed in connection with allegations concerning an additional drug, Fenofibrate. Defendants opposed the motion for leave to file a second amended complaint and the court has yet to rule on the issue.

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

The same organization amended a different complaint that it had filed in October 2019, which did not name Perrigo, on December 15, 2020, adding Perrigo as a defendant and asserting new allegations of alleged antitrust violations involving Perrigo and dozens of other generic pharmaceutical manufacturers. The allegations relating to Perrigo concern: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Fluocinonide, Halobetasol Proprionate,Propionate, Hydrocortisone Valerate, Imiquimod, Permethrin, Prochlorperazine Maleate, and Triamcinolone Acetonide.

The same organization filed a third complaint on December 15, 2020, naming Perrigo and dozens of other manufacturers alleging antitrust violations concerning generic pharmaceutical drugs. The allegations relating to Perrigo concern: Ammonium Lactate, Calcipotriene Betamethasone Dipropionate, Erythromycin, Fluticasone Propionate, Hydrocortisone Acetate, Methazolamide, Promethazine HCL, and Tacrolimus.

On January 16, 2019, a health insurance carrier filed a complaint in the U.S. District Court for the District of Minnesota alleging a conspiracy to fix prices of 30 products among 30 defendants. The only allegations specific to Perrigo concerned Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations that concern Perrigo relate to Fluocinonide.

The same health insurance carrier filed a new complaint on December 15, 2020, naming Perrigo and dozens of other manufacturers alleging antitrust violations concerning generic pharmaceutical drugs. The allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

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

On December 11, 2019, a health care service company filed a complaint against Perrigo and 38 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other multi-district litigation ("MDL") complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream/ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate,
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Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

On December 16, 2019, a Medicare Advantage claims recovery company filed a complaint against Perrigo and 39 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, and Econazole. The complaint was originally filed in the District of Connecticut but has been consolidated into the MDL. Perrigo has not yet had the opportunity to respond to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Desoximetasone, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

On December 23, 2019, several counties in New York filed an amended complaint against Perrigo and 28 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was originally filed in New York State court but was removed to federal court and has been consolidated into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On June 30, 2021, the counties filed a proposed revised second amended complaint. Perrigo has not yet responded to the complaint, and responses are currently stayed.

On December 27, 2019, a healthcare management organization filed a complaint against Perrigo and 25 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed originally in the Northern District of California but has been consolidated into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

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

In May 2020, 7 health plans filed a writ of summons in the Pennsylvania Court of Common Pleas in Philadelphia concerning an as-yet unfiled complaint against Perrigo, 3 dozen other manufacturers, and 17 individuals, concerning alleged antitrust violations in connection with the pricing and sale of generic
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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 proceedingsProceedings in the case will likely behave been stayed.

On June 9, 2020, a health insurance carrier filed a complaint against Perrigo and 25 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

On July 9, 2020, a drugstore chain filed a complaint against Perrigo and 39 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. Perrigo is also listed in connection with Fenofibrate. The complaint was filed in the Eastern District of Pennsylvania and will be transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

On August 27, 2020, Suffolk County of New York filed a complaint against Perrigo and 35 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream and ointment. The other products at issue that plaintiffs claim Perrigo manufacturers or sells include: Adapalene gel, Albuterol, Benazepril HCTZ, Clotrimazole, Diclofenac Sodium, Fenofibrate, Fluocinonide, Glimepiride, Ketoconazole, Meprobamate, Imiquimod, Triamcinolone Acetonide, Erythromycin/Ethyl Solution, Betamethasone Valerate, Ciclopirox Olamine, Terconazole, Hydrocortisone Valerate, Fluticasone Propionate, Desoximetasone, Clindamycin Phosphate, Halobetasol Propionate, Hydrocortisone Acetate, Promethazine HCL, Mometasone Furoate, and Amiloride HCTZ. The complaint was filed in the Eastern District of New York and has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.

On September 4, 2020, a drug wholesaler and distributor filed a complaint against Perrigo and 39 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of
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dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin, Clobetasol, Desonide, Econazole, Erythromycin, Fenofibrate, Fluticasone, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone furoate, Nystatin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The complaint was filed in the Eastern District of Pennsylvania and will behas been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.

On December 11, 2020, a drugstore chain filed a complaint against Perrigo and 45 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod,
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Methazolamide, Nystatin, Permethrin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone. The complaint was filed in the Eastern District of Pennsylvania and will behas been transferred into the MDL.

On December 14, 2020, a supermarket chain filed a complaint against Perrigo and 45 other manufacturers (as well as certain individuals) alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Fenofibrate, Halobetasol, Hydrocortisone Valerate, Nystatin, Permethrin, and Triamcinolone Acetonide. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL.

On December 15, 2020, a drugstore chain filed a complaint against Perrigo and 45 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The complaint lists 63 drugs that the chain purchased from Perrigo, but the product conspiracies allegedly involving Perrigo focus on Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Desonide, Econazole, Erythromycin, Fluocinonide, Fluticasone Propionate, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Nystatin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL.

On December 15, 2020, several counties in New York filed a complaint against Perrigo and 45 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The allegations that concern Perrigo include: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Proprionate,Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The complaint was originally filed in New York State court but has been removed to federal court and consolidated into the MDL. The counties filed an amended complaint on June 30, 2021.

On August 30, 2021, the county of Westchester, NY filed a complaint in New York State court against Perrigo and 45 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The allegations that concern Perrigo include: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Erythromycin, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The case has been removed to federal court and consolidated into the MDL.

On October 8, 2021, approximately 20 health plans filed a Praecipe to Issue Writ of Summons in Pennsylvania state court to commence an action against 46 generic pharmaceutical manufacturers and 24 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. On January 3, 2022, the plaintiffs filed a second Praecipe. Proceedings in the case, including the filing of a complaint, have not yet occurred. As of February 4, 2022, the case is in deferred status.

State Attorney General Complaint

On June 10, 2020, the Connecticut Attorney General’s office filed a lawsuit on behalf of Connecticut and 50 other states and territories against Perrigo, 35 other generic pharmaceutical manufacturers, and certain individuals (including 12 former and 1 current Perrigo employee)employees), alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of eighty80 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 Ointment, Ciclopirox cream and solution, Clindamycin solution, Desonide cream and ointment, Econazole cream, Erythromycin base alcohol solution, Fluticasone cream and lotion, Halobetasol cream and ointment, Hydrocortisone Acetate suppositories, Hydrocortisone Valerate cream, Imiquimod cream, Methazolamide tablets, Nystatin ointment, Prochlorperazine suppositories, Promethazine HCL suppositories, Tacrolimus ointment, and Triamcinolone cream and ointment. The Complaint was filed in the District of Connecticut, but has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed.
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but has been transferred into the MDL. On May 7, 2021, the Court ruled that this case will move forward as a bellwether case. On September 9, 2021, the States filed an amended complaint, although the substantive allegations against Perrigo did not change. Perrigo moved to dismiss the Complaint on November 12, 2021. That motion has been fully briefed and is pending. The case is included among the “bellwether cases” designated to move on a more expedited schedule than the other cases in the MDL, and, as such, it will be subject to the January 17, 2023 discovery deadline and November 16, 2023 summary judgment deadline if the Complaint survives the pending motions to dismiss. Like the other cases in the MDL, no trial date has been set for this case.

Canadian Class Action Complaint

In June 2020, an end payor filed a class action in Ontario, Canada against Perrigo and 29 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. In December 2020, Plaintiffs amended their complaint to add additional claims based on the State AG complaint of June 2020. On May 7, 2021, the Court ruled that this case will move forward as a bellwether case. Perrigo has not yet responded to the complaint, and no schedule has been set for such responses.

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 complaint alleged violations of Securities Exchange Act sections 10(b) (and Rule 10b‑5)10b5) and 14(e) against both defendants and 20(a) control person liability against Mr. Papa. In general, the allegations concerned the actions taken by us and the former executive to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015. The plaintiff also alleged that the defendants provided inadequate disclosure concerning alleged integration problems related to the Omega acquisition in the period from April 21, 2015 through May 11, 2016. On July 19, 2016, a different shareholder filed a securities class action against us and our former CEO, Joseph Papa, also in the District of New Jersey (Wilson v. Papa, et al.). The plaintiff purported to represent a class of persons who sold put options on our shares between April 21, 2015 and May 11, 2016. In general, the allegations and the claims were the same as those made in the original complaint filed in the Roofers' Pension Fund case described above. On December 8, 2016, the court consolidated the Roofers' Pension Fund case and the Wilson case under the Roofers' Pension Fund case number. In February 2017, the court selected the lead plaintiffs for the consolidated case and the lead counsel to the putative class. In March 2017, the court entered a scheduling order.

On June 21, 2017, the court-appointed lead plaintiffs filed an amended complaint that superseded the original complaints in the Roofers’ Pension Fund case and the Wilson case. In the amended complaint, the lead plaintiffs seek to represent 3 classes of 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‑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 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
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the defendants’ motions to dismiss in part and denying the motions to dismiss in part. The court dismissed without prejudice defendants Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, Donal O’Connor, and Marc Coucke. The court also dismissed without prejudice claims arising from the Tysabri® accounting issue described above and claims alleging incorrect disclosure of organic growth described above. The defendants who were not dismissed are Perrigo Company plc, Joe Papa, and Judy
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Brown. The claims (described above) that were not dismissed relate to the integration issues regarding the Omega acquisition, the defense against the Mylan tender offer, and the alleged price fixing activities with respect to 6 generic prescription pharmaceuticals. The defendants who remain in the case (the Company, Mr. Papa, and Ms. Brown) have filed answers denying liability, and the discovery stage of litigation began in late 2018. Discovery in the class action ended on January 31, 2021. In early April 2021, the defendants filed various post-discovery motions, including summary judgment motions; the schedule provides that briefing will not beof which was completed untilin early July 2021. The motions are now before the court. The court held oral argument on April 7, 2022. We intend to defend the lawsuit vigorously.

On November 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 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 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, and the notice has been sent to shareholders who are eligible to participate in the classes.

In early July 2021, the Court assigned the securities class action case (Roofer’s case) to a new judge within the U.S. District Court for the District of New Jersey. Unless otherwise noted, each of the lawsuits discussed in the following sections is pending in the U.S. District Court for the District of New Jersey and has beenremains with the originally assigned to the same judges hearing the Roofers’ Pension Fund case.judge. The allegations in the complaints relate to events during certain portions of the 2015 through 2017 calendar years, including the period of the Mylan tender offer. All but one of these lawsuits allege violations of federal securities laws, but none are class actions. NaN lawsuit (Highfields) alleges only state law claims. Discovery in all these cases, except Starboard Value and Highfields, is underway and currently scheduled to endended in early OctoberNovember, 2021. As of January 2022, the cases listed below pending in federal court in New Jersey are suspended pending the ruling on the summary judgment motions in the class action case (Roofers case). 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:
CaseDate Filed
Carmignac Gestion, S.A. v. Perrigo Company plc, et al.11/1/2017
First Manhattan Co. v. Perrigo Company plc, et al.2/16/2018; amended 4/20/2018
Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al.10/29/2018
Schwab Capital Trust, et al. v. Perrigo Company plc, et al.1/31/2019
Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al.2/22/2019
Principal Funds, Inc., et al. v. Perrigo Company plc, et al.3/5/2020
Kuwait Investment Authority, et al. v. Perrigo Company plc, et al.3/31/2020

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

Each complaint asserts claims under 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.
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Each complaint alleges inadequate disclosures concerning the valuation and integration of Omega, the financial guidance we provided, 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, 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
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Carmignac, each of these cases relates to events during the period from April 2015 through May 2017. Many of the allegations in these cases overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case, though the Nationwide Mutual, Schwab Capital, Aberdeen, Principal Funds and Kuwait complaints do not 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, the parties in Carmignac and First Manhattan conferred and agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in their cases. The later filed cases adopted a similar posture. The defendants in the Carmignac and other cases listed above filed motions to dismiss addressing the additional allegations in such cases. On July 31, 2019, the court granted such motions to dismiss in part and denied them in part. That ruling applies to each of the above cases. The defendants have filed answers in each case denying liability. Each case is currentlyDiscovery in the discovery phase.these cases has ended.

Mason Capital, Pentwater and Similar Cases. The following 8 cases were filed by the same law firm and generally make the same factual allegations:
CaseDate Filed
Mason Capital L.P., et al. v. Perrigo Company plc, et al.1/26/2018
Pentwater Equity Opportunities Master Fund Ltd., et al.  v. Perrigo Company plc, et al.1/26/2018
WCM Alternatives: Event-Drive Fund, et al. v. Perrigo Co., plc, et al.11/15/2018
Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al.11/15/2018
Discovery Global Citizens Master Fund, Ltd., et al. v. Perrigo Co. plc, et al.12/18/2019
York Capital Management, L.P., et al. v. Perrigo Co. plc, et al.12/20/2019
Burlington Loan Management DAC v. Perrigo Co. plc, et al.2/12/2020
Universities Superannuation Scheme Limited v. Perrigo Co. plc, et al.3/2/2020

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.

Each complaint asserts 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 complaints in the 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 in 2015 and at various times concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri® asset. 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 these cases overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case, and the Mason Capital and Pentwater cases include factual allegations similar to those in the Carmignac case described above.

After the court issued its July 2018 opinion in the Roofers’ Pension Fund case, the parties in each of the above cases conferred and agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the
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common allegations in their cases. The defendants in each of these cases have filed answers denying liability, and the discovery phase in each of thethese cases is currently in the discovery phase.has ended.

Harel Insurance and TIAA-CREF Cases. The following 2 cases were filed by the same law firm and generally make the same factual allegations relating to the period from February 2014 through May 2017 (in the Harel case) and from August 2014 through May 2017 (in the TIAA-CREF case):
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CaseDate Filed
Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al.2/13/2018
TIAA-CREF Investment Management, LLC., et al. v. Perrigo Company plc, et al.4/20/2018

The complaints in the Harel and TIAA-CREF cases originally named Perrigo and 13 current or former directors and officers of Perrigo as defendants (adding 2 more individual defendants not sued in the other cases described in this section). In the July 2018 Roofers’ Pension Fund ruling, the court 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 cases as well and also dismissed their claims against the two 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 Exchange Act against the individual defendants. The complaint in the Harel case also asserts claims based on Israeli securities laws.

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

After the court issued its July 2018 opinion in the Roofers’ Pension Fund case, the parties in the Harel and TIAA-CREF cases conferred and agreed that such ruling would apply equally to the common allegations in their cases. The defendants in each of these cases have filed answers denying liability, and the discovery phase in each of thethese cases is currently in the discovery phase.has ended.

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 1 or more of the other individual cases described in the sections above:
CaseDate Filed
Sculptor Master Fund (f/k/a OZ Master Fund, Ltd.), et al. v. Perrigo Company plc, et al.2/6/2019
Highfields Capital I LP, et al. v. Perrigo Company plc, et al.6/4/2020
BlackRock Global Allocation Fund, Inc., et al. v. Perrigo Co. plc, et al.4/21/2020
Starboard Value and Opportunity C LP, et al. v. Perrigo Company plc, et al.2/25/2021

Each of the above 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 Carmignac and related cases will apply to this case as well. The defendants have filed answers denying liability. The plaintiffs are participatingparticipated in the discovery proceedings in the Roofers' Pension Fund case and the various individual cases described above. The discovery phase in this case has ended.

The BlackRock Global complaint also asserts claims under Securities Exchange Act section 10(b) (and SEC Rule 10b-5) and section 14(e) against all defendants and section 20(a) control person claims against the individual
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defendants largely based on the 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 6 generic prescription pharmaceuticals, alleged lower performance in the generic prescription drug business during 2015 and alleged improper accounting for the Tysabri® asset. The defendants have filed answers denying liability. The plaintiffs are
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participatingparticipated in the discovery proceedings in the Roofers' Pension Fund case and the various individual cases described above. The discovery phase in this case has ended.

The Starboard Value and Opportunity C LP complaint also asserts claims under Securities Exchange Act section 10(b) (and SEC Rule 10b-5) against all defendants and section 20(a) control person claims against the individual defendants based on events related to alleged price fixing activities with respect to generic prescription drugs during periods that overlap to some extent with the period alleged in the various other cases described above. Plaintiffs contend that the defendants provided inadequate disclosure during 2016 about generic prescription drug business and those alleged matters. The lawsuit was filed on February 25, 2021; no further activity has occurred.but by agreement the case was administratively terminated by the court in June 2021 pending a decision on the same defendants’ motions currently pending before the court in the Roofers' Pension Fund case described above.

The Highfields federal case complaint asserted claims under Sections 14(e) and 18 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. As originally filed in the U.S. District Court for the District of Massachusetts, the Highfields complaint also alleged claims under the Massachusetts Unfair Business Methods Law (chapter 93A) and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. The factual allegations generally were similar to the factual allegations in the Amended Complaint in the 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 transferred the case to the U.S. District Court for the District of New Jersey so that the activities in the case could proceed in tandem with the other cases in the District of New Jersey described above. After the transfer, in June 2020, the Highfields plaintiffs voluntarily dismissed their federal lawsuit.

The same Highfields plaintiffs the same day then filed a new lawsuit in Massachusetts State Court asserting the same factual allegations as in their federal lawsuit and alleging only Massachusetts state law claims under the Massachusetts Unfair Business Methods Law (chapter 93A) and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. Defendants’ motion to dismiss was fully briefed as of late November 2020, argument occurred in early May 2021. In December 2021, the Massachusetts State Court granted Defendants’ motion to dismiss in part and denied it in part. Defendants’ filed their answers in January 2022 denying liability. The discovery phase in this case has begun (including discovery related to some factual allegations that were not part of the motion is pending beforediscovery in the court.actions in New Jersey federal court). The Court held a discovery conference and approved discovery deadlines into mid-2023 to complete fact and expert discovery.

In Israel (cases related to events in 2015-2017)

Because our shares arewere traded on the Tel Aviv exchange under a dual trading arrangement until February 23, 2022, we are potentially subject to securities litigation in Israel. NaN cases were filed; 1 was voluntarily dismissed in each of 2017 and 2018 and 1 was stayed in 2018. We are consulting with 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
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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 6 generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri® royalty stream. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = 0.28 cents). After the other 2 cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fund case in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously.

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

    On January 3, 2019, a shareholder filed a complaint against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in the U.S. District Court for the Southern District of New York (Masih v. Perrigo Company, et al.). Plaintiff purported to represent a class of shareholders for the period November 8, 2018 through December 20, 2018, inclusive. The complaint alleged violations of Securities Exchange Act section 10(b) (and Rule 10b‑5) against all defendants and section 20(a) control person liability against the individual defendants. In general the allegations contended that the Company, in its Form 10Q filed November 8, 2018, disclosed information about an October 31, 2018 audit finding letter received from Irish tax authorities but failed to disclose enough material information about that letter until December 20, 2018, when we filed a current report on Form 8‑K about Irish tax matters. The plaintiff did not provide an estimate of class damages. The court selected lead plaintiffs and changed the name of the case to In re Perrigo Company plc 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 1 additional individual defendant, former CEO Uwe Roehrhoff. In general, the second amended complaint contends that Perrigo’s disclosures about the Irish tax audit were inadequate beginning with Perrigo’s 10-K filed on March 1, 2018 through December 20, 2018 and repeats many of the allegations of the April 2019 amended complaint. The second amended complaint alleges violations of Securities Exchange Act section 10(b) (and SEC Rule 10b-5) against all defendants and section 20(a) control person liability against the 3 individual defendants. All defendants filed a joint motion to dismiss, and the motion was fully briefed. On January 23, 2020, the court granted the motion to dismiss in part and denied it in part, dismissing Mr. Roehrhoff as a defendant and dismissing allegations of inadequate disclosures related to the audit by Irish Revenue during the period March 2018 through October 30, 2018. The court permitted the plaintiffs to pursue their claims against us, Mr. Kessler, and Mr. Winowiecki related to disclosures after Perrigo received the October 30, 2018 audit findings letter and later events through December 20, 2018. The defendants filed answers on February 13, 2020 denying liability, and the court issued a scheduling order on March 3, 2020 that has been subsequently modified. Discovery on the remaining issues ended in early March 2021. Plaintiffs filed a motion for class certification, which was granted in September 2020. In January 2021, class plaintiffs filed a motion for leave to file a third amended complaint in an effort to revive their claim that the disclosure of the audit during the period from March 1, 2018 to October 30, 2018 was also inadequate. The court denied the motion in February 2021. Defendants filed motions for summary judgement and other post discovery motions on March 31, 2021 and plaintiffs filed cross-motions of the same type on the same day. All motions are scheduled to be fully briefed by mid-May 2021. We intend to defend the lawsuit vigorously.

In Israel (case 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.court in which the settlement received final approval in February 2022. 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. In 2019, the court granted 2 requests by Perrigo to stay the proceedings pending the resolution of proceedings in the United States. Perrigo filed a further request for a stay in February 2020, and the court granted the stay indefinitely. The plaintiff filed a motion to lift the stay then later agreed that the case should remain stayed through February 2021. The stay continued in place during 2021. After the settlement of the U.S. case described above (In re Perrigo Company plc Sec. Litig.), Perrigo’s counsel informed the Israeli Court of the final approval of the settlement of the U.S. case. The plaintiff filed papers in late February 2021, Perrigo filedApril 2022 requesting that the Court allow the parties some additional months to explore options, and the Court required the parties to provide an update no later than June 30, 2022. The case has been transferred to a motionnewly-appointed judge as the original judge has moved to extend the stay to mid-May 2021, and plaintiff later agreed to the request. The court extended the stay to mid-May 2021.a higher court. We intend to defend the lawsuit vigorously.
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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 subsequently filed papers seeking permission to introduce an additional counterclaim theory of recovery related to the Irish tax issues disclosed by the Company such that if the position of the Irish tax authorities prevails, Alychlo would have further basis for its counterclaim against Perrigo. In June 2019, the Tribunal denied permission for Alychlo to introduce the additional counterclaim and dismissed certain aspects of the original Alychlo counterclaim. There can be no assurance that our Claim will be successful, and the Sellers deny liability for the Claim. 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

Talcum Powder

The Company has been named, together with other manufacturers, in product liability lawsuits in state courts in California, Florida, Missouri, New Jersey, Louisiana, Ohio, Oregon and Illinois alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to the presence of asbestos. All but one of these cases involve legacy talcum powder products that have not been manufactured by the Company since 1999. One of the pending actions involves a current prescription product that contains talc as an excipient. As of April 13, 2021,2, 2022, the Company has beenis currently named in 5164 individual lawsuits seeking compensatory and punitive damages and has accepted a tender for a portion of the defense costs and liability from a retailer for 1 additional matter. The Company has several defenses and intends to aggressively defend these lawsuits. Trials for these lawsuits are currently scheduled throughout 2021, 2022, 2023 and 2023,2024, with the earliest to begintrial date in May 2021.2022.

Ranitidine

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

In February 2020, the resulting actions involving Zantac® and other ranitidine products were transferred for coordinated pretrial proceedings to a Multi-District Litigation (In re Zantac®/Ranitidine Products Liability Litigation MDL No. 2924) in the U.S. District Court for the Southern District of Florida. After the Company successfully moved to dismiss the first set of Master Complaints in the MDL, it now includes 3: 1) an Amended Master Personal Injury Complaint; 2) a Consolidated Amended Consumer Economic Loss Class Action Complaint; and 3) a Consolidated Medical Monitoring Class Action Complaint. All 3 name the Company. Plaintiffs appealed 1 of the original Master Complaints, the Third-Party Payor Complaint, and 2 individual plaintiffs appealed their individual personal injury claims on limited grounds. The Company is not named in the appeals.

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On June 30, 2021, the Court dismissed all claims against the retail and distributor defendants with prejudice, thereby reducing the Company’s potential for exposure and liability related to possible indemnification. On July 8, 2021, the Court dismissed all claims against the Company with prejudice. Appeals of these dismissal orders to the U.S. Court of Appeals for the 11th Circuit have been filed, as well several state level claims related to the theories advanced in the MDL litigation. The Company will continue to vigorously defend each of these lawsuits.

As of April 11, 2021,2, 2022, the Company has been named in NaN of the MDL’s consolidatedthree hundred and nine (309) personal injury lawsuits, most in the MDL tied to 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 has also been named in a handful of similar lawsuits in the state courts of Illinois and Pennsylvania.The Company is named in these lawsuits with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products, as well as distributors, repackagers, and/or retailers. Plaintiffs seek compensatory and punitive damages, and in some instances seek applicable remedies under state consumer protection laws.
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Note 15


The Company has also been named in a Complaint brought by the New Mexico Attorney General based on the following theories: violation of a New Mexico public nuisance statute, NMSA 30-8-1 to -14; common law nuisance; and negligence and gross negligence. The Company is named in this lawsuit with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products and/or retailers. Brand name manufactures named in the lawsuit also face claims under the state’s Unfair Practices & False Advertising acts. Likewise, the Company has also been named in a Complaint brought by the Mayor and City Council of Baltimore, along with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products and/or retailers. This action brings claims under the Maryland Consumer Protection Act against the brand name defendants only, as well as public nuisance and negligence for the remaining defendants. The Company was originally able to consolidate the New Mexico and Baltimore Actions to the MDL, however both actions were recently remanded to state court. The Company filed motions to dismiss in both actions. The New Mexico District Court denied the Company’s Motion to Dismiss and litigation continues. The Maryland Circuit Court has not issued a ruling on the Company’s Motion. The Company will continue to vigorously defend each of these lawsuits. On January 28, 2022 the Baltimore Circuit Court dismissed all of Plaintiffs’ claims in full against Perrigo. Plaintiffs have not sought certification to appeal the Circuit Court’s ruling.

Some of the Company’s retailer customers are seeking indemnity from the Company for a portion of their defense costs and liability relating to these cases. We intend to defend all of these lawsuits vigorously.
    
Acetaminophen

    The Company has received requests for indemnification and defense of several consumer fraud claims involving its store brand infants’ and children’s acetaminophen products. In September 2020, the Company was directly named as a defendant in 1 suit filed in the Central District of California. The Company was recently named in a cross complaint by a retailer for contractual indemnity in California Superior Court, Alameda County. The Company has also received 16 different claims for indemnification or defense from 10 different retailers for lawsuits filed in California, Illinois, Florida and Pennsylvania, with nationwide class action allegations.

The Plaintiffs generally allege that the children’s and infants’ acetaminophen products have identical drug concentration amounts, yet the infants’ product costs more than the children’s product and consumers have been misled into purchasing the more expensive product. The Company will aggressively defend the suits in which it is named and is continuing to assess whether, or to what extent, the Company may contribute in the lawsuits filed against its retail customers.

Contingencies Accruals

As a result of the matters discussed in this Note, the Company has established a loss accrual for litigation contingencies where we believe a loss to be probable and for which an amount of loss can be reasonably estimated. However, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to inherent uncertainties of litigation. At April 3, 2021,2, 2022, the loss accrual for litigation contingencies reflected on the balance sheet in Other accrued liabilities was approximately $65.0 million. The Company also recorded an insurance recovery receivable reflected on the balance sheet in Prepaid expenses and other current assets of approximately $65.0$45.9 million related to these litigation contingencies because it believes such amount is recoverable based on communications with its insurers to date; however, the Company may erode this insurance receivable as it incurs defense costs associated with defending this matter.the matters. The Company’s management believes these accruals for contingencies are reasonable and sufficient based upon information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates or that all of the final costs related to these contingencies will be covered by insurance. (See "Insurance Coverage Litigation," below.) In addition, we have other litigation matters pending for which we have not recorded any accruals because our potential liability for those matters is not probable or cannot be reasonably estimated based on currently available information. For those matters where we have not recorded an accrual but a loss is reasonably possible, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to the inherent uncertainties of litigation.

Insurance Coverage Litigation

In May 2021, insurers on multiple policies of D&O insurance filed an action in the High Court in Dublin against the Company and multiple current and former directors and officers of the Company seeking declaratory
42
41

Perrigo Company plc - Item 1
Note 1615

judgments on certain coverage issues. Those coverage issues include claims that policies for periods beginning in December 2015 and December 2016, respectively, do not have to provide coverage for the securities actions described above pending in the District of New Jersey or in Massachusetts state court concerning the events of 2015-2017. The policy for the period beginning December 2014 is currently providing coverage for those matters, and the litigation would not affect that existing coverage. However, if the plaintiffs are successful, the total amount of insurance coverage available to defend such lawsuits and to satisfy any judgment or settlement costs thereunder would be limited to 1 policy period. The insurers’ lawsuit also challenges coverage for Krueger derivatively on behalf of nominal defendant Perrigo Company plc v. Alford et al., a prior derivative action filed in the District of New Jersey that was dismissed in August 2020, and for the counterclaims brought in the Omega arbitration proceedings. Perrigo responded on November 1, 2021; Perrigo’s response includes its position that the policies for the periods beginning December 2015 and December 2016 provide coverage for the underlying litigation matters and seeks a ruling to that effect. The discovery stage of the case has begun. We intend to defend the lawsuit vigorously.

NOTE 16 – RESTRUCTURING CHARGES

We periodically take action to reduce redundant expenses and improve operating efficiencies. Restructuring activity includes severance, lease exit costs, and related consulting fees. The following reflects our restructuring activity (in millions):
Three Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 3,
2021
Beginning balanceBeginning balance$9.1 $19.5 Beginning balance$6.9 $9.1 
Additional chargesAdditional charges1.8 Additional charges3.6 1.8 
PaymentsPayments(4.4)(3.5)Payments(2.1)(4.4)
Non-cash adjustmentsNon-cash adjustments(0.3)Non-cash adjustments(0.2)(0.3)
Ending balanceEnding balance$6.2 $16.0 Ending balance$8.2 $6.2 

The charges incurred during the three months ended April 2, 2022 and April 3, 2021 were primarily associated with actions taken on supply chain restructuring in 2022 and actions to streamline the organization. There were 0 charges incurred during the three months ended March 28, 2020.organization in 2021.

There were no other material restructuring programs for the three months ended April 2, 2022 and April 3, 2021. All charges are recorded in Restructuring expense on the Condensed Consolidated Statements of Operations. The remaining $6.2$8.2 million liability for employee severance benefits and consulting fees is expected to be paid within the next year.

42

Perrigo Company plc - Item 2
Note 18
NOTE 17 – SEGMENT INFORMATION
    
Our segments reflectsegment reporting structure is consistent with the way in which our management makes operating decisions,
allocates resources and manages the growth and profitability of the Company. As discussed inbusiness (refer to Note 81, as of March 1, 2021, the financial results and assets and liabilities of the RX business are classified as discontinued operations in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. The RX business assets held-for-sale are included below in the summary of total assets.).

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


April 3,
2021
December 31,
2020

April 2,
2022
December 31,
2021
CSCACSCA$4,738.9 $4,585.1 CSCA$6,034.3 $5,983.8 
CSCICSCI4,596.8 4,872.4 CSCI4,355.2 4,425.8 
Held-for-sale1,989.1 2,030.9 
Held for saleHeld for sale— 16.1 
TotalTotal$11,324.8 $11,488.4 Total$10,389.5 $10,425.7 

Three Months EndedThree Months Ended
April 3, 2021March 28, 2020April 2, 2022April 3, 2021
Net
Sales
Operating Income (Loss)Intangible Asset AmortizationNet
Sales
Operating Income (Loss)Intangible Asset AmortizationNet
Sales
Operating Income (Loss)Intangible Asset AmortizationNet
Sales
Operating Income (Loss)Intangible Asset Amortization
CSCACSCA$640.5 $95.6 $12.9 $700.6 $122.1 $14.3 CSCA$710.0 $78.5 $12.4 $640.5 $95.6 $12.9 
CSCICSCI369.5 17.4 40.3 382.7 25.0 38.3 CSCI364.5 16.2 36.1 369.5 17.4 40.3 
UnallocatedUnallocated(61.6)(60.7)Unallocated— (73.0)— — (61.6)— 
Continuing Operations TotalContinuing Operations Total$1,010.0 $51.4 $53.2 $1,083.3 $86.4 $52.6 Continuing Operations Total$1,074.5 $21.7 $48.5 $1,010.0 $51.4 $53.2 



NOTE 18 – SUBSEQUENT EVENTS

New Senior Secured Credit Facilities

On April 20, 2022, pursuant to a new credit agreement, we entered into new senior secured credit facilities that consist of (i) a 1.0 billion five-year revolving credit facility (the “New Revolving Facility”), (ii) a $500 million five-year term loan A facility (the “New Term Loan A Facility”), and (iii) a $1.1 billion seven-year term loan B facility (the “New Term Loan B Facility” and, together with the New Term Loan A Facility, the “New Term Loan Facilities,” and the New Term Loan Facilities together with the New Revolving Facility, the “New Senior Secured Credit Facilities”). The New Senior Secured Credit Facilities are being incurred by our indirect wholly-owned subsidiary, Perrigo Investments, LLC, and will be guaranteed, along with any hedging or cash management obligations entered into with a lender, by us and certain of our wholly-owned subsidiaries. Perrigo Investments and the subsidiaries of the Company that guarantee the New Senior Secured Credit Facilities will also provide guarantees of the Company’s and Perrigo Finance’s other existing notes.

We used a portion of the proceeds from the New Term Loan Facilities, together with cash on hand, to finance the previously announced acquisition of HRA Pharma and to repay our outstanding term loan facility. We expect to redeem our 4.00% Senior Notes due 2023 and Perrigo Holding N.V.’s outstanding 5.1045% Guaranteed Senior Notes due 2023 on May 20, 2022, using a portion of the proceeds from the New Term Loan Facilities. We may borrow amounts from time to time under the New Revolving Facility, which replaces our existing revolving facility, for general corporate purposes.

43

Perrigo Company plc - Item 2
Executive OverviewNote 18
HRA Pharma Acquisition

On April 29, 2022, we completed the previously announced acquisition of 100% of the outstanding equity interest in HRA Pharma for total consideration of €1.8 billion, or approximately $1.9 billion based on exchange rates at the time of close on an enterprise value basis and using a lockbox mechanism set forth in the Purchase Agreement. We funded the transaction with cash on hand and borrowings (as defined above). Operating results are expected to be reported within both our CSCA and CSCI segments.

During the three months ended April 2, 2022, we incurred $10.5 million of general transaction costs (legal, banking and other professional fees), of which $7.0 million was recorded in Administration expenses and were not allocated to an operating segment, and $3.5 million was recorded in Other income (expense), net relating to financing activities.

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 and the supplemental pro-forma information will be included in our Quarterly Report on Form 10-Q for the second quarter of 2022. We anticipate allocating a significant proportion of the purchase price to definite lived intangible assets related to the Compeed, Mederma, and Women's Health brands. We also expect to allocate a portion of the purchase price, net of assumed liabilities, to working capital, other developed products, intellectual property R&D, and goodwill. Other acquired assets or assumed liabilities may be identified during the measurement period.

Transaction Financing Hedge Activities

To reduce the foreign exchange risk related to the €1.8 billion purchase price of HRA Pharma, prior to acquisition, we purchased undesignated currency options with a notional amount of $1.1 billion in September 2021. At the time we were obligated to pay premiums of $25.9 million in September 2022, of which $20.9 million was recognized as a loss in Other (income) expense during the year ended December 31, 2021. An additional loss of $3.6 million was recognized on the currency options during the quarter ended April 2, 2022. Subsequent to April 2, 2022, we entered into new undesignated options to economically hedge the purchase price for HRA Pharma for a total notional amount of $2.0 billion. All premiums associated with the HRA Pharma related currency options were settled in April 2022 for $37.0 million, and we will recognize $12.5 million of loss in Other (income) expense during the three months ending July 2, 2022.

In connection with the New Senior Secured Credit Facilities, we entered into 5 variable-to-fixed interest rate swap agreements. NaN of the interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the New Term Loan B Facility. The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2029, on notional balances that decline from $1.0 billion to $812.5 million over the term. The other 2 of the interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the New Term Loan A Facility. The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2027, on notional balances of $875 million. As designated cash flow hedges, the derivatives will be recorded at fair value with gains and losses recorded in other comprehensive income and recognized in interest expense as interest is paid on the Term Loan A and B Facilities.

In connection with the New Senior Secured Credit Facilities, and to reduce the Euro exposure of our net investment in European operations, we entered into 3 fixed-for-fixed cross-currency interest rate swaps designated as net investment hedges using the spot-to-spot method. Over the term, we receive Euro interest payments and make USD interest payments followed by an exchange of notional currencies at the expiration of the contract. The following are the terms and notional amounts outstanding:
$300 million notional amount outstanding from April 20, 2022 through December 15, 2024;
$700 million notional amount outstanding from April 29, 2022 through March 25, 2026; and
$500 million notional amount outstanding from April 22, 2022 through June 15, 2030.

As a designated net investment hedge, gains and losses related to the Euro spot exchange rate will be deferred in cumulative translation adjustment and recognized in the income statement when the hedged Euro net investment is substantially liquidated. Gains and losses on excluded components (e.g. interest differentials) will be recorded in the income statement on a systematic and rational basis.




44

Perrigo Company plc - Item 2
Executive Overview


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, 20202021 (the “2020“2021 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 20202021 Form 10-K and Part II. Item 1A of this Form 10-Q.

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.

Our vision is to make lives better by bringing 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 are designed to enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed.well-being.

In August 2018, we announcedOur core competencies are geared to fully take advantage of the massive global trend towards self-care. We define self-care as not just treating disease or helping individuals feel better after taking a planproduct, but also maintaining and enhancing their overall health and wellness. Consistent with our vision, in 2019 Perrigo’s management and board of directors launched a three-year strategy to separatetransform the Company into a consumer self-care leader. We completed our RX business. On March 1,transformation to a consumer self-care company in 2021 we announced a definitive agreement to sellby reconfiguring the portfolio through the divestiture of our RX business, to Altaris for total consideration of $1.55 billion, including $1.5 billion in cash and the assumption of more than $50.0 million in potential R&D milestone payments and contingent purchase obligations with third-party Rx partners. On March 8, 2021, we purchased an ANDA for a generic topical lotion for $53.3 million, which was the largest contingent purchase obligation to be assumed by Altaris and increased the cash consideration we will receive upon completionannouncement of the saleacquisition of the RX business to $1.55 billion. The transaction is subject to antitrust and other customary closing conditions and is expected to closeHRA Pharma that closed in the thirdsecond quarter of 2021.

The sale2022, and removal of the RX business will establish Perrigo assignificant uncertainty through settlement of a pure-play consumer self-care company, which is an important steptax exposure. In addition, we continue to invest in our transformation plangrowth initiatives to drive future consistent and consistentsustainable results in line with our vision. The financial results of the RX business, which were previously reported as part of our RX segment, have been classified as discontinued operations in the Condensed Consolidated Statements of Operations, and its assets and liabilities have been classified as held for sale for all periods presented. Unless otherwise noted, amounts and disclosures throughout this Management’s Discussion and Analysis relate to our continuing operations. Refer to Item 1. Note 8 for additional information regarding discontinued operations.consumer-packaged goods peers.

Our Segments

Our reporting and operating segments are as follows:

Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business (OTC, infant formula, and oral self-carecare categories, and contract manufacturing) in the U.S., Mexico and Canada.Canada, and until it was disposed on March 9, 2022, previously included our Latin America businesses.
Consumer Self-Care International ("CSCI") comprises our consumer self-care business primarily branded in Europe and Australia, which are primarily branded, and our store brand business in the United Kingdom and parts of Europe and Asia, and our liquid licensed products business in the United Kingdom until it was disposed on June 19, 2020.Asia.

Our segments reflect the way in which our management makes operating decisions, allocates resources and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Item 1. Note 2 and Note 1717. For results by segment, see "Segment Results" below.

Highlights and Recent Developments

On March 9, 2022, we completed the sale of our Latin America businesses to Advent International (refer to Item 1. Note 3). This transaction is part of Perrigo's margin improvement program and Project Momentum cost savings initiative.

44
45

Perrigo Company plc - Item 2
Executive Overview


HighlightsOn March 17, 2022, we announced that we received final approval from the U.S. Food and Drug Administration for the over-the-counter use of Nasonex® 24HR Allergy (mometasone furoate monohydrate 50mcg). This approval marks the first branded Rx-to-OTC switch for Perrigo and paves the way for Nasonex® to enter the OTC marketplace. We expect to begin offering Nasonex® 24HR Allergy later this year (refer to Item 1. Note 4).

On March 22, 2022, Ray Silcock informed us of his intent to retire as Chief Financial Officer and principal accounting officer of the Company, to be effective July 15, 2022. We have initiated a comprehensive search to identify a successor for this position.

Additionally, subsequent to April 2, 2022,

On April 20, 2022, pursuant to a new credit agreement, we entered into new senior secured credit facilities consisting of (i) a $1.0 billion five-year revolving credit facility (the “New Revolving Facility”) and (ii) a $500 million five-year term loan A facility and a $1.1 billion seven-year term loan B facility (the “New Term Loan Facilities” and, together with the New Revolving Facility, the “New Senior Secured Credit Facilities”) through our indirect wholly-owned subsidiary, Perrigo Investments, LLC. We used a portion of the proceeds from the New Term Loan Facilities, together with cash on hand, to finance the previously announced acquisition of HRA Pharma and to repay our outstanding term loan facility. We expect to redeem our 4.00% Senior Notes due 2023 and Perrigo Holding N.V.’s outstanding 5.1045% Guaranteed Senior Notes due 2023 on May 20, 2022, using a portion of the proceeds from the New Term Loan Facilities (refer to Item 1. Note 18).

On April 29, 2022, we completed the previously announced acquisition of HRA Pharma for €1.8 billion, or approximately $1.9 billion based on exchange rates at the time of closing on an enterprise value basis and using a lockbox mechanism set forth in the Purchase Agreement (refer to Item 1. Note 18). HRA Pharma is one of the fastest growing OTC companies globally, with three category-leading self-care brands in blister care (Compeed®), women’s health (ellaOne®) and scar care (Mederma®), and brings expertise in prescription-to-OTC switches. This acquisition strengthens our presence in Europe, improves our financial profile and margins, and completed our transformation to a consumer self-care company. Operating results are expected to be reported within both our CSCA and CSCI segments.

In April, 2022, we entered into several financing hedge activities associated with the acquisition of HRA Pharma and New Senior Secured Credit Facilities:
We purchased $2.0 billion of total notional undesignated options to economically hedge the purchase price for HRA Pharma. All premiums associated with the HRA Pharma related currency options were settled in April 2022 for $37.0 million, and we will recognize $12.5 million of loss in Other (income) expense during the three months ending July 2, 2022
We entered into five variable-to-fixed interest rate swap agreements to fix the interest rate on a substantial portion of the New Term Loan A Facility and New Term Loan B Facility. As designated cash flow hedges, the derivatives will be recorded at fair value with gains and losses recorded in other comprehensive income and recognized in interest expense as interest is paid on the Term Loan A and B Facilities.
To reduce the Euro exposure of our net investment in European operations, we entered into three fixed-for-fixed cross-currency interest rate swaps designated as net investment hedges using the spot-to-spot method. Over the term, we receive Euro interest payments and make USD interest payment followed by an exchange of notional currencies at the expiration of the contract. As a designated net investment hedge, gains and losses related to the Euro spot exchange rate will be deferred in cumulative translation adjustment and recognized in the income statement when the hedged Euro net investment is substantially liquidated. Gains and losses on excluded components (e.g. interest differentials) will be recorded in the income statement on a systematic and rational basis.

Refer to Item 1. Note 18 for further details.








46

Perrigo Company plc - Item 2
Executive Overview


War in Ukraine

The Russian invasion of Ukraine and resulting economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries on Russia, Belarus, and occupied regions in Ukraine have negatively impacted our results from operations in the region. We currently have 97 employees working out of our Ukraine subsidiary. We have no subsidiary or employees in Russia. We have no manufacturing facilities in either Russia or Ukraine and we sell products into Russia entirely through distributors. For the year ended December 31, 2021, these countries included approximately $27 million of net sales, $15 million of gross profit, and $8 million of operating income. In March 2022, we halted all sales to distributors in Russia and sales in Ukraine were severely depressed. While there is a possibility that sales levels may rebound in Ukraine, they are not likely to materialize in the short-term.

More broadly, there could be additional impacts to our net sales, earnings and cash flows should the situation escalate beyond its current scope, including, among other potential impacts, lower economic growth or recessions in certain neighboring countries, or globally, due to increases in global commodity costs and inflationary impacts and the limited availability of energy, and other supply chain items we procure. Additionally, our suppliers, distributors and retailers may be impacted by the war and related sanctions, and any such challenges could in turn impact our operations or negatively impact the sales, cost, or availability of our products. We will continue to monitor any impact that the war in Ukraine and existing and proposed sanctions may have on our business operations, as well as the impact that such events may have on economic and political conditions in the region and on our industry generally. If the conflict spreads or materially escalates, or economic conditions deteriorate, the impact on our business and results of operations could be material.

Impact of COVID-19 Pandemic

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

    Both the outbreakspread of the disease and the actions to slow its spreadit have had an adverseimpacted, and continue to impact, on our operations by, among other things, increasing absenteeism, affectingbusiness and the supplyglobal self-care markets in which we compete. This evolution may result in economic recessions or a slowdown of raw materialseconomic growth in certain countries or globally, which may result in increased or reduced demand for our products. It could also lead to volatility in consumer preferences and third party supplied finished goods,access to our products (due to government actions or key material, transportation and preventing manylabor shortages impacting our ability to produce and ship products), or impact consumers’ movements and access to our products.

Currently, most of the markets in which we operate have relaxed COVID-19 related restrictions and have returned to in-person activities, leading to higher incidences of factors that may impact sales of our products, including cough, cold and flu-like illnesses, sun burn care, and head lice as children return to school. For instance, we experienced higher demand in the first quarter of 2022 for our cough/cold sales relative to the first quarter of 2021 when there was very low incidence of cough, cold and flu-like illness, which we attribute to COVID-19 social distancing and mask requirements.

We continue to closely monitor and adjust COVID-19 safety protocols for employees from comingin response to work. We have respondedthe changing incidence rate, rules and guidelines set to such impacts by, among other things, implementing protocols to protectminimize the health of factory workers, adjusting production schedules, and seeking alternate suppliers where available, and so far,effects COVID-19 in each jurisdiction. While most of our facilities have continued to producemaintained production at high levels despite the challenges posed by the impact of the COVID-19 pandemic, our global operations have been negatively impacted by the worldwide supply chain challenges. This has resulted in increased costs of materials, labor, logistics and distribution networks. We have taken steps to substantially mitigate these challenges. However, while many jurisdictions are relaxingand other inflationary cost pressures, including pricing actions, productivity improvements and reducing discretionary costs.

While the current trend of increased consumer takeaway suggests that the volatility in consumer behavior during the pandemic is stabilizing, the emergence and spread of new disease variants or additional outbreaks in markets in which we operate could result in new or reimposed restrictions or cause these trends to change, slow or reverse. Moving forward, it remains uncertain if the consumer and customer behavior surrounding COVID-19 related restrictions, some jurisdictions have experienced new surgesthat has impacted net sales will continue to normalize, or change, and how the increase in operating costs and supply chain disruptions will evolve going forward. Any change in these trends will likely depend on the duration and severity of the COVID-19 cases orpandemic, including the emergence of new strains of the virus that are more contagious or harmful, each individual country's evolving response to the pandemic, as well as the availability, acceptance and may implement new or renewed restrictions. In addition, as conditions worldwide continue to evolve, uncertainty remains aboutefficacy of the timing of widespread availability and acceptance ofCOVID-19 vaccines and the efficacy of current vaccines against evolving strains of the virus. As such, if the pandemic continues or intensifies, it is possible that these or other challenges may begin having a larger impact on our operations. Additionally, concerns over the economic impact of COVID-19 have caused 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.therapeutics. The magnitude of any such adverse impact cannot currently be determined due to a number of uncertainties surrounding COVID-19.

During the three months ended April 3, 2021, our segments continued to experience a decline in net sales for cough and cold products in our upper respiratory and pain and sleeps aids categories, due to the very low incidence of cough and cold related illness this year. We believe the low incidence of cough and cold related illness is due to the social distancing measures and mask mandates still in place to combat spreading of the COVID-19 virus. We currently expect this impact to continue through the first half of 2021.

    Also, during the three months ended April 3, 2021, we incurred additional operating costs related to COVID-19, due primarily to increased material costs and increased costs driven by pandemic-related global supply chain disruptions. These costs are in addition to the costs related to the ongoing precautions implemented in 2020 to keep our employees safe as well as known increased material costs carried over from 2020. We expect these costs will continue throughout calendar year 2021. Given our financial strength, we expect to continue to maintain sufficient liquidity as we continue to manage through the pandemic.

    Moving forward, it is uncertain if the consumer and customer behavior surrounding COVID-19 that has impacted net sales will continue or change and if our incremental operating costs will continue or change. Any change will likely depend on the duration and severity of the COVID-19 pandemic, including if new strains of the virus become more prevalent, contagious or harmful, and each individual country's response to the pandemic. In addition, the dynamics we are experiencing now may continue or change as COVID-19 vaccines continue to be distributed. The impact of the current vaccination efforts on the evolution of the pandemic globally continues to remain uncertain at this time.
45

Perrigo Company plc - Item 2
Consolidated

RESULTS OF OPERATIONS

CONSOLIDATED

Consolidated Financial Results

Three Month Comparison
 Three Months Ended
(in millions, except percentages)April 3,
2021
March 28,
2020
Net sales$1,010.0 $1,083.3 
Gross profit$368.4 $393.7 
Gross profit %36.5 %36.3 %
Operating income$51.4 $86.4 
Operating income %5.1 %8.0 %
prgo-20210403_g1.jpg
prgo-20210403_g2.jpg
* Total net sales by geography is derived from the location of the entity that sells to a third party.

Three Months Ended April 3, 2021 vs. Three Months Ended March 28, 2020

Net sales decreased $73.3 million, or 7%, due to:
$84.2 million, or 8%, net decrease due primarily to:
$59.0 million net decrease in the CSCA segment due primarily to a decrease of $50.0 million resulting from the pandemic-related pantry load benefit in the prior year quarter. A further decrease of $35.0 million in sales of products in our upper respiratory and pain and sleep aids categories resulted from the very low incidence of cough and cold related illness this year. These declines were partially offset by an increase of $23.8 million in sales from our acquisition of Dr. Fresh in April of 2020.
$25.2 million net decrease in the CSCI segment due primarily to a decrease of $33.0 million in sales of products in our upper respiratory category resulting from the very low incidence of cough and cold related illness this year. A further decrease of $23.0 million resulted from the pandemic-related pantry load benefit in the prior year quarter. These decreases were partially offset by the incremental impact of new product sales, positive pricing, and $8.5 million of sales from the acquisitions of the three Eastern European Brands in October 2020 and Dr. Fresh in April 2020.

$10.9 million net increase due primarily to:
$25.2 million increase primarily from favorable Euro foreign currency translation; partially offset by
4647

Perrigo Company plc - Item 2
ConsolidatedExecutive Overview


$14.3 million decrease due to our divested Rosemont pharmaceuticals business previously included in our CSCI segment.

Operating income decreased $35.0 million, or 41%, due primarily to:

$25.3 million decrease in gross profit due primarily to the decrease in net sales as described above. Gross profit asInternal Revenue Service Audits of Perrigo Company, a percentage of net sales increased 20 basis points due primarily to favorable product mix; and
$9.7 million increase in operating expenses due primarily to:
$6.5 million increase in selling, administration and R&D expenses due primarily to unfavorable foreign currency translation and increased employee-related expenses, partially offset by a decrease in advertising and promotion expenses; and
$1.7 million increase in restructuring expenses associated with actions taken to streamline the organization.

Recent Developments

Irish Revenue Notice of Amended AssessmentU.S. Subsidiary

As described in more detail in Item 1. Note 14, on November 29, 2018, Irish Revenue issued a Notice of Amended Assessment (“NoA”) for the tax year ended December 31, 2013, in the amount of €1,643 million, and claiming tax payable in the amount of €1,636 million, not including any interest or applicable penalties. The NoA relates to the tax treatment of the 2013 sale of the Tysabri® intellectual property and related assets to Biogen Idec by Elan Pharma. We strongly believe that Elan Pharma’s tax position is correct and would ultimately be confirmed through judicial process. However, in light of the risks and delays inherent in any litigation, representatives of Perrigo met with representatives of Irish Revenue on March 18, 2021 and April 14, 2021, to explore whether there may be a path forward toward resolving the dispute. On April 26, 2021, Perrigo, through its tax adviser, made a without prejudice written offer of settlement to Irish Revenue detailing a possible framework for such a resolution, which applied an alternative basis of taxation than the respective positions taken by Irish Revenue in the NoA and by Elan Pharma in its tax returns. On May 11, 2021, a representative of Irish Revenue verbally indicated to Perrigo's tax adviser that the written settlement offer would not be accepted as presented and that a formal response would be transmitted in due course. Perrigo will review Irish Revenue's formal response to Perrigo's offer when received and expects further discussions and correspondence with Irish Revenue prior to the TAC hearing in November. There can be no assurances that any settlement is possible on terms acceptable to Perrigo. Unless and until a final settlement is reached, Elan Pharma will vigorously pursue its tax appeal before the TAC, concurrently with any settlement discussions that may occur. No payment of any additional tax will be required unless and until required by a settlement or other final determination.

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

    As described in more detail in Item 1. Note 1415, Perrigo Company, our U.S. subsidiary ("Perrigo U.S."), is engaged in a series of tax disputes in the U.S.United States relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the generic heartburn medication omeprazole. The trial of the refund case relating to the dispute of the amount of taxable income on omeprazole sales was held during the period May 25, 2021 to June 7, 2021 in the United States District Court for the Western District of Michigan. Post-trial briefings were completed on September 24, 2021 and the case is now fully submitted for the court's decision.

On May 7, 2020, we received a final NoticesNotice of Proposed Adjustment ("NOPA") from the IRS regarding the deductibility of interest related to the IRS audit of Perrigo U.S. for the years ended June 28, 2014 and June 27, 2015. The NOPA capped the interest rate on the debtscertain intercompany debt for U.S. federal tax purposes at 130.0% of the Applicable Federal Rate (a blended rate reduction of approximately 4.0% per annum) on the stated ground that the loans were not negotiated on an arms’-lengtharms-length basis. On May 3, 2021, the IRS notified us that it willwould no longer pursue the 130%130.0% of AFR position as indicated in the NOPA due to a change in IRS policy. The new proposed adjustment, if any, will be provided byOn January 20, 2022, the IRS in its rebuttalresponded to our Protestprotest, which we filed on February 26, 2021.2021, with its rebuttal, and revised its position on this interest rate issue by reasserting that implicit parental support considerations are necessary to determine the arm's length interest rate and proposing revised interest rates that are higher than the interest rates proposed under its 130.0% of AFR assertion. The blended interest rate proposed by the IRS rebuttal is 4.36%, an increase from the blended interest rate in the NOPA of 2.57%, but lower than the stated blended interest rate of the loans of 6.8%. We will pursue all available administrative and judicial remedies necessary to defend the deductibility of the interest expense on this indebtedness.

In addition, the 30-day letter and Revenue Agent's Report for the 2013-2015 tax years expanded on a NOPA issued on December 11, 2019 and proposed to disallow reductions to gross sales income on the sale of prescription products to wholesalers for accrued wholesale customer pipeline chargebacks where the prescription products were not re-sold by such wholesalers to covered retailers by the end of the tax year. The NOPA asserted that the reduction of gross sales income of such chargebacks is an impermissible method of accounting and proposed a change in accounting method that would defer the reduction in gross sales income until the year the prescription products were re-sold to covered retailers. The NOPA proposed an increase in sales revenue of approximately $99.5 million for the 2013-2015 tax years. We filed a protest on February 26, 2021 to request IRS Appeals consideration. On January 20, 2022, the IRS responded to our protest with its rebuttal and reiterated the NOPA's position that the accrued chargebacks are not currently deductible in the tax year accrued because all events have not occurred to establish the fact of the liability in the year deducted. If the IRS were to prevail in its proposed adjustments, we estimate a payment of approximately $18.0 million, excluding interest and penalties for the 2013-2015 tax years. In addition, we expect the IRS to seek similar adjustments for future years. If those future adjustments were to be sustained, based on preliminary calculations and subject to further analysis, we estimate this would result in a payment not to exceed $7.0 million through tax year ended December 31, 2021, excluding interest and penalties. We strongly disagree with the IRS’s proposed adjustment and will pursue all available administrative and judicial remedies necessary.

On December 2, 2021, the IRS commenced an audit of our federal income tax returns for the tax years ended December 31, 2015, through December 31, 2019.


48

Perrigo Company plc - Item 2
Consolidated


Internal Revenue Service Audit of Athena Neurosciences, Inc.,LLC, a U.S. Subsidiary

    OnAs described in more detail in Item 1. Note 15, 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. Our requestThe dispute involves the royalties payable to Athena and reportable by Athena as U.S. royalty income for its contribution of its early-stage intellectual property in several in-process products, including the Multiple Sclerosis drug Tysabri for further development by non-U.S. entities. To avoid double taxation of Tysabri income in the U.S. and Ireland, Athena made requests for Competent Authority Assistance with the IRS which we madeand Irish Revenue on April 14,21 and 23, 2020 waspursuant to the Mutual Agreement Procedure in the U.S.-Ireland Income Tax Treaty, which were accepted by the IRS and Irish Revenue. Supplemental requests for Competent Authority assistance to resolve a dispute with the IRS over the deductibility for U.S. tax purposes of a litigation settlement payment made in 2011 for the drug Zonegran were also accepted. An opening conference with the IRS was held on May 6, 2021 and anwith a follow-up conference held on December 3, 2021. An opening conference with Irish Revenue iswas held on July 23, 2021. Athena has responded to multiple requests for information from both Competent Authorities. The respective Competent Authorities will attempt to reach a resolution that avoids double taxation on both issues.

RESULTS OF OPERATIONS

Currency Translation

Currency translation effects described below represent estimates of the net differences between translation of foreign currency transactions into U.S. dollars for the three months ended April 2, 2022 at the average exchange rates for the reporting period and average exchange rates for the three months ended April 3, 2021.

CONSOLIDATED

Consolidated Financial Results

Three Month Comparison

 Three Months Ended
(in millions, except percentages)April 2,
2022
April 3,
2021
Net sales$1,074.5 $1,010.0 
Gross profit$337.8 $368.4 
Gross profit %31.4 %36.5 %
Operating income$21.7 $51.4 
Operating income %2.0 %5.1 %
4749

Perrigo Company plc - Item 2
Consolidated

prgo-20220402_g1.jpg
prgo-20220402_g2.jpg
scheduled for July 23, 2021 (refer* Total net sales by geography is derived from the location of the entity that sells to Item 1. Note 14).a third party.

Israeli NoticeThree Months Ended April 2, 2022 vs. Three Months Ended April 3, 2021

Net sales increased $64.5 million, or 6.4%, primarily due to:
$98.2 million increase due primarily to a $49.1 million increase in cough/cold sales from higher incidences of Assessmentcough/cold and flu-like illnesses globally, an increase of $35.0 million in U.S. Nutrition business stemming from store brand infant formula share gains due partly to a competitor recall, an increase of $32.8 million from the addition of contract manufacturing sales to the divested RX business, and positive pricing, partially offset by sales declines in other product categories.
$33.6 million decrease from unfavorable foreign currency translation.

Operating income decreased $29.7 million, or 57.8%, due primarily to:

On December 29, 2020, we received$30.6 million decrease in gross profit due primarily to $27.9 million in cost of goods sold inflation and increased freight expenses, which were partially offset by pricing benefits; $17.2 million of unfavorable foreign currency translation and an increase in customer service penalties, partially offset by higher gross profit flow-through resulting from higher sales volumes. Gross profit as a Stage A assessmentpercentage of net sales decreased 510 basis points compared to the prior year due to the same factors as gross profit, and from the Israeli Tax Authority foraddition of third party sales to the tax years ended December 31, 2015 through December 31, 2017 in the amount of $63.8 million relating to attribution of intangible income to Israel, income qualifying for a lower preferential rate of tax, exemption from capital gains tax, and deduction of certain settlement payments. We timely filed our protest on March 11, 2021 to move the matter to Stage B of the assessment process. We strongly disagree with the assessment and will pursue all available administrative and judicial remedies necessary (refer to Item 1. Note 14).divested RX business.

$0.9 million decrease in operating expenses favorably impacted operating income due primarily to:
Decrease in operating expenses related to favorable foreign currency translation, gain on sale of the ScarAway® brand asset, lower legal expenses and cost savings related to Project Momentum;
partially offset by a loss on disposal of a fixed asset, consulting fees related to the integration of HRA, increased distribution expenses, higher planned advertising and promotion expenses to support brand growth, higher restructuring expenses associated with supply chain restructuring, and share-based compensation.

50

Perrigo Company plc - Item 2
CSCA

CONSUMER SELF-CARE AMERICAS

Recent Trends and Developments

DuringCurrently, most of the markets in which we operate have relaxed COVID-19 related restrictions and have returned to in-person activities, leading to normalizing incidence levels of factors that may impact sales of our products, including cough, cold and flu-like illnesses. For instance, we experienced higher demand in the first quarter for our Upper respiratory and Pain and Sleep Aid categories relative to the first quarter of 2021 net sales of cough and cold products decreased as a result of thewhen there was very low incidence of cough, cold and cold relatedflu-like illness, this year. We believe the very low incidence of cough and cold related illness is attributedwhich we attribute to COVID-19 social distancing and mask mandates put in place to combat the spread of COVID-19. With social distancing and mask mandates continuing, we currently anticipate that we will continue to experience lower demand for cough, cold and certain pain products through the first half of 2021. However, increased foot traffic at our retail customers suggests normalizingrequirements. We expect consumer purchasing routines couldpatterns to normalize over the long-term but may be expectedunpredictable and may be impacted by the duration and severity of COVID-19 in the short-term. Refer to "Impact of COVID-19 Pandemic" above.

Gross margin continues to be negatively impacted by significant inflation and disruption costs in our supply chain, which we expect to be substantially offset by pricing actions and productivity improvements in the second half of 2021.2022. Starting in the second half of 2021, supply chain disruptions, including a lack of truck drivers in the U.S. and record delays at global shipping ports, led to higher unfulfilled customer orders and higher input costs compared to the prior year. We took a series of actions to improve the situation, including reconfiguring our distribution system for short term shipments, outsourcing highly complex product lines to a third party logistic provider, adding regional carriers for challenged shipping lanes, hiring additional distribution center personnel, and increasing the purchase cycle as it relates to the manufacturing process. Subsequent ongoing supply chain disruption resulting from the COVID-19 pandemic and Russian war in Ukraine has driven prices higher for many of the cost of goods sold items and commodities we procure. We have implemented additional pricing actions, and combined with expected productivity improvements, we expect these actions will substantially offset inflationary pressures in the second half of 2022, however the duration and extent of inflation pressure, including impacts from the Russian war in Ukraine, as well as the acceptance of pricing actions in the markets we operate, is uncertain.

On March 9, 2022, we completed the sale of our Latin America businesses to Advent International (refer to Item 1. Note 3), resulting in a $1.4 million loss during the quarter. This transaction is part of Perrigo's margin improvement program and Project Momentum cost savings initiative.

Segment Financial Results

Three Month Comparison
 Three Months Ended
(in millions, except percentages)April 3,
2021
March 28,
2020
Net sales$640.5 $700.6 
Gross profit$194.5 $213.8 
Gross profit %30.4 %30.5 %
Operating income$95.6 $122.1 
Operating income %14.9 %17.4 %

Three Months Ended April 3, 2021 vs. Three Months Ended March 28, 2020

Net sales decreased $60.1 million, or 9%, due primarily to:

$59.0 million, or 8%, net decrease due primarily to a decrease of $50.0 million resulting from the pandemic-related pantry load benefit in the prior year quarter. A further decrease of $35.0 million in sales of products in our upper respiratory and pain and sleep aids categories resulted from the very low incidence of cough and cold related illness this year. These declines were partially offset by an increase in sales of $23.8 million from our acquisition of Dr. Fresh in April of 2020.

In OTC, the net sales decrease of $71.9 million was due primarily to a decrease of $50.0 million resulting from the pandemic-related pantry load benefit in the prior year quarter. There was an additional $35.0 million decrease in sales of products in our upper respiratory and pain and sleep aids categories resulting from the very low incidence of cough and cold related illness this year. These decreases were partially offset by the following: strong e-commerce growth as consumers continued to shift purchases to online where we have greater market share than in-store, growth in the branded OTC product portfolio led by Prevacid® and ScarAway®, growth in the digestive health category due primarily to favorable consumer conversion to our OTC products and the incremental new product sales from Esomeprazole Mini, and higher demand in the minoxidil franchise driving growth in our skincare and personal hygiene category.
 Three Months Ended
(in millions, except percentages)April 2,
2022
April 3,
2021
Net sales$710.0 $640.5 
Gross profit$172.5 $194.5 
Gross profit %24.3 %30.4 %
Operating income$78.5 $95.6 
Operating income %11.1 %14.9 %
4851

Perrigo Company plc - Item 2
CSCA


Three Months Ended April 2, 2022 vs. Three Months Ended April 3, 2021

Net sales increased $69.5 million, or 10.9%, due to:

NutritionHigher net sales in the Nutrition, Upper respiratory, Other, and Pain and sleep-aids categories more than offset declines in Healthy lifestyle, Skincare and personal hygiene and Oral care categories.
SalesThree Months Ended
(in millions, except percentages)April 2,
2022
April 3,
2021
$ Change% Change
Upper respiratory$152.8 $118.6 $34.2 28.8 %
Nutrition127.2 92.2 35.0 38.0 %
Digestive health118.6 118.4 0.2 0.2 %
Pain and sleep-aids102.9 95.1 7.8 8.2 %
Oral care70.4 75.0 (4.6)(6.1)%
Healthy lifestyle68.2 76.7 (8.5)(11.1)%
Skincare and personal hygiene48.5 55.3 (6.8)(12.3)%
Vitamins, minerals, and supplements7.7 7.8 (0.1)(1.3)%
Other CSCA13.7 1.4 12.3 878.6 %
Total CSCA$710.0 $640.5 $69.5 10.9%

Sales in each category were driven primarily by:

Upper respiratory: Net sales of $152.8 million increased 28.8% due primarily to higher incidences of cough/cold and flu-like illnesses that led to strong demand for cough/cold products, particularly store brand liquid-based cough/cold offerings and demand for oral allergy products;
Nutrition: Net sales of $127.2 million increased 38.0% due primarily to strong growth in U.S. store brand infant formula stemming from share gains and a competitor recall, new product launches within infant formula and continued growth in the oral electrolytes business;
Digestive health: Net sales of $118.6 million increased 0.2% as growth in e-commerce was offset by temporary packaging constraints on a specific product, which is expected to alleviate during the second half of 2022, and lower category consumption of proton pump inhibitors compared to the prior year;
Pain and sleep-aids: Net sales of $102.9 million increased 8.2% due primarily to strong demand for children's analgesics products stemming from higher incidences of cough/cold and flu-like illnesses, partially offset by higher demand for certain premium dosage forms where the Company today does not provide a store brand offering;
Oral care: Net sales of $70.4 million decreased $8.96.1% due primarily to delayed receipt of products manufactured outside the U.S., leading to unfulfilled customer orders;
Healthy lifestyle: Net sales of $68.2 million decreased 11.1% due primarily to the pandemic-related pantry load benefit in the prior year quarterdiscontinuation of diabetes products and an increase in governmental benefits that led to a decline in store brand market share. These declines were partially offset by growth in e-commercelower category consumption and contract manufacturing sales.share of certain smoking cessation products;
Skincare and personal hygiene:Net sales in our oral self-care category increased $18.4of $48.5 million decreased 12.3% due primarily to the acquisition of Dr. Fresh in April 2020 of $23.8 million, growth in e-commerce activity, and the incremental impact of new product sales. These increases were more than offset by a decrease in demand for travel-related productsservice challenges related to COVID-19,the now divested ScarAway® brand and a declinediscontinued product in non-strategic category segments; and

Vitamins, minerals and supplements ("VMS") and Other: Net sales of $21.4 million increased 132.6% due primarily to timing of customer orders.contract manufacturing sales to the divested RX business.

52

Perrigo Company plc - Item 2
CSCA


Operating income decreased $26.5$17.1 million, or 22%17.9%, due primarily to:

$19.322.0 million decrease in gross profit due primarily to the decreasecost of goods sold inflation and increased freight expenses, which were partially offset by pricing benefits, lower profitability in netcontract manufacturing sales, as described above,unfavorable product mix, and an increase in customer service penalties, partially offset by higher input costs on certain products, and unfavorable plant overhead absorption due primarily to lower production volumes compared to the prior year pandemic-related pantry load benefit.gross profit flow-through resulting from higher sales volumes. Gross profit as a percentage of net sales decreased 10610 basis points due primarilycompared to the unfavorable plant overhead absorption described aboveprior year due to the same factors as gross profit, and normal pricing pressure, partially offset by favorable product mix; andthe addition of third party sales to the divested RX business.
$7.24.9 million increasedecrease in operating expenses due primarily to a $3.6 million gain on the inclusionsale of Dr. Fresh expenses,ScarAway®, a U.S. OTC scar management brand, and an increase inlower R&D expense for continued innovation.expenses, partially offset by higher distribution costs due primarily to increased third party logistics and warehouse costs.

CONSUMER SELF-CARE INTERNATIONAL

Recent Trends and Developments

DuringCurrently, most of the markets in which we operate have relaxed COVID-19 related restrictions and have returned to in-person activities, leading to higher incidences of factors that may impact sales of our products, including cough, cold and flu-like illnesses. For instance, we experienced higher demand in the first quarter for our Upper respiratory and Pain and Sleep Aid categories relative to the first quarter of 2021 net sales of cough and cold products decreased as a result of thewhen there was very low incidence of cough, cold and cold relatedflu-like illness, this year. We believe the very low incidence of cough and cold related illness is attributedwhich we attribute to COVID-19 social distancing and mask mandates putrequirements. We expect consumer purchasing patterns to normalize over the long-term but such patterns may be unpredictable and may be impacted by the duration and severity of COVID-19 in placethe short-term. Refer to combat"Impact of COVID-19 Pandemic" above.

The Russia invasion of Ukraine and resulting economic and political sanctions imposed by the spreadUnited States, United Kingdom, European Union, and other countries on Russia, Belarus, and occupied regions in Ukraine has negatively impacted our results of COVID-19. With social distancingoperations in the region. For the year ended December 31, 2021, these countries included approximately $27 million of net sales, $15 million of gross profit, and mask mandates continuing,$8 million of operating income. In March 2022, we currently anticipatehalted all sales to distributors in Russia and sales in Ukraine were severely depressed. While there is a possibility that we will continuesales levels may rebound in Ukraine, they are not likely to experience lower demand for cough and cold products throughmaterialize in the first half of 2021.short-term. Refer to "War inUkraine" above.

Segment Financial Results

Three Month Comparison
Three Months Ended Three Months Ended
(in millions, except percentages)(in millions, except percentages)April 3,
2021
March 28,
2020
(in millions, except percentages)April 2,
2022
April 3,
2021
Net salesNet sales$369.5 $382.7 Net sales$364.5 $369.5 
Gross profitGross profit$173.9 $179.9 Gross profit$165.3 $173.9 
Gross profit %Gross profit %47.1 %47.0 %Gross profit %45.3 %47.1 %
Operating incomeOperating income$17.4 $25.0 Operating income$16.2 $17.4 
Operating income %Operating income %4.7 %6.5 %Operating income %4.4 %4.7 %

Three Months Ended April 3, 20212, 2022 vs. Three Months Ended March 28, 2020April 3, 2021

Net sales decreased $13.2$5.0 million, or 3%1.4%, due to:
$25.233.6 million, or 7%9.1%, net decrease due primarily to a decrease of $33.0 million in sales of products in our upper respiratory category resulting from the very low incidence of cough and cold related illness this year. A further decrease of $23.0 million resulted from the pandemic-related pantry load benefit in the prior year quarter. Also, lower consumer demand for anti-parasite products in the skincare and personal hygiene category due primarily to COVID-19 related school closings and limited travel. These decreases were partially offset by the following: the incremental impact of new product sales, including line extensions in the ACO dermatology product line and in the Davitamon and Granufink VMS product lines, as well as positive pricing, $8.5 million of sales related to the acquisitions of the three Eastern European Brands in October 2020 and Dr. Fresh in April 2020, and higher net sales in the pain and sleep aids category; partially offset byunfavorable foreign currency translation.

$11.928.6 million, or 7.7%, increase duedriven primarily to:by a strong rebound in categories that were negatively impacted by the reduced COVID-19 pandemic-related consumer demand in the prior year (including cough, cold and flu related products, sun burn care and head lice offerings), pricing actions and new products sales.
4953

Perrigo Company plc - Item 2
CSCI


SalesThree Months Ended
(in millions, except percentages)April 2,
2022
April 3,
2021
$ Change% Change
Skincare and personal hygiene$101.9 $107.0 $(5.1)(4.8)%
Upper respiratory61.4 42.9 18.5 43.1 %
Pain and sleep-aids51.7 49.0 2.7 5.5 %
Vitamins, minerals, and supplements47.9 59.0 (11.1)(18.8)%
Healthy lifestyle42.7 50.3 (7.6)(15.1)%
Oral care24.4 25.5 (1.1)(4.3)%
Digestive health9.2 8.5 0.7 8.2 %
Other CSCI25.3 27.3 (2.0)(7.3)%
Total CSCI$364.5 $369.5 $(5.0)(1.4)%

Sales in each category were driven primarily by:

$26.2Skincare and personal hygiene: Net sales of $101.9 million decreased 4.8%, or an increase of 4.9% excluding the impact from favorable foreign currency translation, driven primarily relatedfrom increased sales of the anti-parasite brand Paranix, due to the Euro; partially offset byeasing of COVID-19-related restrictions, and strong performances and new product launches in the ACO and Sebamed skincare lines;
$14.3Upper respiratory: Net sales of $61.4 million decreaseincreased 43.1%, or 56.6% excluding the impact of currency translation, as the higher incidences of cough/cold and flu-like illnesses led to strong demand for cough/cold products, including Bronchonolo,Coldrex, Phytosun, Physiomer and U.K. store brands. New products also contributed to growth in the quarter;
Pain & sleep-aids: Net sales of $51.7 million increased 5.5%, or 13.5% excluding the impact of currency translation, due primarily to our divested Rosemont pharmaceuticals business.an increase in U.K. store brand consumption and higher demand for Solpadeine, a codeine-based analgesics product;
VMS: Net sales of $47.9 million decreased 18.8%, or 10.5% excluding the impact of currency translation, due primarily to lower category consumption and the lingering impact from the third quarter 2021 recall of certain batches of Davitamon and Abtei;
Healthy lifestyle: Net sales of $42.7 million decreased 15.1%, or 7.6% excluding the impact of currency translation, due primarily to lower net sales in the XLS Medical weight management franchise stemming from lower category consumption and timing of NiQuitin smoking cessation product sales to customers;
Oral care: Net sales of $24.4 million decreased 4.3%, or an increase of 5.5% excluding the impact of currency translation, due primarily to customer restocking following supply constraints last year;
Digestive health and Other: Net sales of $34.5 million decreased 3.6%, or an increase of 3.1% excluding the impact of currency translation, due primarily to higher sales of other distribution brands.

Operating income decreased $7.6$1.2 million, or 30%6.9%, due primarily to:

$6.08.6 million decrease in gross profit due primarily to $17.2 million in unfavorable foreign currency translation and negative impact from the decreaseRussian war in net sales as described above,Ukraine, partially offset by greater operating efficiencies.higher gross profit flow-through resulting from higher sales volumes. Gross profit as a percentage of net sales increased 10decreased 180 basis points due primarily to greater operating efficiencies, partially offset by unfavorable product mix;the mix impact of higher growth in store brand and contract manufacturing compared to branded sales, and lower operational productivity due to inflationary pressures.

$1.67.4 million increasedecrease in operating expenses due primarily to unfavorable Eurofavorable foreign currency translation, and an increase in employee-related costs, partially offset by a decrease inhigher advertising and promotion expenses.investments to support brand growth.

54

Perrigo Company plc - Item 2
Unallocated, Interest, Other, and Taxes

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 EndedThree Months EndedThree Months Ended
April 3,
2021
March 28,
2020
April 2,
2022
April 2,
2022
April 3,
2021
$61.6 $60.7 73.0 $61.6 

The increase of $0.9$11.4 million in unallocated expenses during the three months ended April 3, 20212, 2022 compared to the prior year period was due primarily to an increase in employee-relatedconsulting fees, share-based compensation, a loss on disposal of a fixed asset, and expenses associated with supply chain restructuring. This was partially offset by a decrease inlower legal expenses due to our current Project Momentumand cost savings initiative and higher indirect costs in the prior year period relatingrelated to the RX business.Project Momentum.

Change in Financial Assets, Interest expense, net, and Other (income) expense, (Consolidated)net
Three Months Ended
(in millions)April 3,
2021
March 28,
2020
Change in financial assets$— $(1.6)
Interest expense, net$32.0 $28.9 
Other (income) expense, net$2.4 $1.7 

Change in Financial Assets

During the year ended December 31, 2020, Royalty Pharma payments from Biogen for Tysabri® sales, as defined in the agreement between the parties, did not exceed the 2020 global net sales threshold. Therefore, we were not entitled to receive the remaining contingent milestone payment. As of December 31, 2020, there are no contingent milestone payments outstanding.

    During the three months ended March 28, 2020, the fair value of the Royalty Pharma contingent milestone payment related to 2020 increased by $1.6 million to $96.9 million, 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 (refer to Item 1. Note 6).
Three Months Ended
(in millions)April 2,
2022
April 3,
2021
Interest expense, net$35.8 $32.0 
Other (income) expense, net$(1.1)$2.4 

Interest Expense, Net

The $3.1$3.8 million increase forduring the three months ended April 3,2, 2022, compared to the prior year period was due primarily to an increase in interest expense from a step up in interest rate on our 2020 Notes from 3.15% to 3.90% during the fourth quarter of 2021 and cross currency swap termination expenses.

Other (Income) Expense, Net

The $3.5 million decrease in expense during the three months ended April 2, 2022 compared to the prior year period was due primarily to a reduction in interest income received.favorable pension plan adjustment.

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Perrigo Company plc - Item 2
Unallocated, Interest, Other, and Taxes

Income Taxes (Consolidated)

The effective tax rates were as follows:
Three Months Ended
April 3,
2021
March 28,
2020
84.0 %(0.4)%
Three Months Ended
April 2,
2022
April 3,
2021
90.2 %84.0 %

The effective tax rate on the pre-tax loss for the three months ended April 2, 2022, increased compared to the effective tax rate on the pre-tax income for the three months ended April 3, 2021, increased compared to the prior period primarily due to the prior period benefitstax benefit of the loss on sale of our Latin America businesses. The increase in the effective tax rate was offset, in part, by income tax expense associated with internal legal entity restructuring recognized for reductions to the U.S. valuation allowancethree months ended April 2, 2022, and the U.S. Coronavirus Aid, Relief, and Economic Security ("CARES") Act, enacted in the first quarter of 2020, plus the current period net income tax expense on intra-entity transfers of intellectual property.property recognized for the three months ended April 3, 2021.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate other available financing sources including term and revolving bank credit and securities offerings. In determining our future capital requirements, we regularly consider, among other factors, known trends and uncertainties, such as the Notice of Assessment ("NoA") and the Notices of Proposed Adjustment ("NOPAs"), from the IRS, the current
55

Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources

COVID-19 pandemic, and other contingencies. We note that no payment of the additional amounts assessed by Irish Revenue pursuant to the NoA or proposed by the IRS in the NOPAs is currently required, and no such payment is expected to be required, unless and until a settlement or other final determination of the matter is reached that is adverse to us (refer to Item 1. Note 1414 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, damages resulting from third-party claims, and related interest and/or penalties, could ultimately require the use of corporate assets to pay such assessments and any such use of corporate assets would limit the assets available for other corporate purposes. As such, we continue to evaluate the impact of 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 NOPAs, the COVID-19 pandemic or other contingencies have a material impact on our capital requirements. Furthermore,We received $1.5 billion in cash upon completion of the salecompletion of the RX business whichsale, on July 6, 2021. Subsequent to the quarter-ended April 2, 2022, we expectused a portion of these proceeds, in addition to occur in the third quarterproceeds received from the New Senior Secured Credit Facilities, to fund the acquisition of 2021, we will receive $1.55 billion in cash. We are currently evaluating alternative uses for the anticipated increase in cash.HRA Pharma (refer to Item 1. Note 18).

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Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources

Cash and Cash Equivalents

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

Cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities are expected to be sufficient to finance 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 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.

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Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources

Cash Generated by (Used in) Operating Activities
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The $171.6$78.9 million decreaseincrease in operating cash inflow was due primarily to:

$119.772.7 million decreaseincrease in cash flow from the change in inventory, due primarily to higher inventory levels from reduced first quarter sales in CSCA, CSCI and discontinued operations compared to the prior year period, and the build upbuild-up of inventory levels to support customer demands in the CSCA and CSCI segments;prior year period;
$65.654.1 million decrease in cash flow from the change in net earnings after adjustments for items including deferred income taxes, restructuring charges, changes in our financial assets, share-based compensation, amortization of debt premium, and depreciation and amortization;
increase $35.3 million decrease in cash flow from the change in accounts payable, due primarily to the timing of payments and mix of payment terms;terms for the current year and in our discontinued operations in the prior year period;

$29.151.6 million decreaseincrease in cash flow from the change in accrued customer programs, due primarily to pricing dynamics as well as timing of rebate and chargeback payments related to our discontinued operations; andoperations business in the prior year period;

$27.515.2 million decreaseincrease in cash flow from the change in accrued liabilities, due primarily to the change in accrued professional fees, litigation and our discontinued operations;
$14.1 million increase in cash flow from the change in accrued payroll and related taxes, due primarily to the increasedecrease in annual management and employee bonus payments compared to the prior year period; partially offset by
$37.360.9 million increase in cash flow from the change in accounts receivable, due primarily to timing of sales and receipt of payments;
$29.0 million increase in cash flow from the change in other current assets, due primarily to fair value changes in our hedging instruments;
$23.2 million increasedecrease in cash flow from the change in accrued income taxes, due primarily to a refund receivedreduction in the current year period;amount of interest and research and development costs deductible in the U.S. in 2022 offset, in part, by the tax benefit received from the sale of the Latin America businesses;
$18.760.5 million increasedecrease in cash flow from the change in prepaid expenses,net earnings after adjustments for items including deferred income taxes, restructuring charges, share-based compensation, amortization of debt premium, loss (gain) on sale of businesses, loss (gain) on sale of brands, and depreciation and amortization; and
$7.8 million decrease in cash flow from the change in accounts receivable, due primarily to a decreasethe timing of sales and receipt of payments for the current year and in our directors and officers prepaid insurance and annual prepaid expenses compared todiscontinued operations business in the prior year period.




53
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Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources

Cash Generated by (Used in) Investing Activities
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The $39.2$176.7 million increase in cash used infrom investing cash flow was due primarily to:

$37.670.3 million decreaseincrease in cash due primarily to the increaseabsence of cash paid in spending on asset acquisitions, primarily related to the paymentprior year for an ANDA for a generic topical gel for $16.4 million and the purchase of an ANDA for a generic topical lotion for $16.4 million and $53.3 million, offset by prior year acquisitionsrespectively;
$58.7 million increase in cash due to the proceeds from the sale of our Latin America businesses and proceeds from an ANDA for the Steripod® brand for $25.1 million and theDexsil® brand for approximately $8.0 milliona generic topical lotion related to our RX business sale (refer to Item 1. Note 38); and

$11.625.1 million decreaseincrease in cash due to the change in capital spending, due primarily to increase tablet and infant formula capacity and forreduced spending as a result of current year divestitures, decreased spend on corporate software and technology initiatives; partially offset by

initiatives, and decreased spend related to our Nutrition plant expansion; and
$11.322.9 million increase in cash due primarily to the absenceproceeds from the sale of the deposit paid for the acquisition of Dr. FreshScarAway® (refer to Item 1. Note 3).

Cash Generated by (Used in) Financing Activities
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The $108.0$8.6 million decrease in financing cash flow was due primarily to:

$102.07.0 million decrease in cash due to the absenceamount of the borrowingcash used to settle taxes on the revolving credit agreement in the prior year period;behalf of employees; and
$1.71.6 million decrease in cash due to an increase in dividend payments.

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Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources

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.
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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 months ended April 2, 2022 or April 3, 2021 or March 28, 2020.2021.

Borrowings and Capital Resources
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Revolving Credit Agreements

On March 8, 2018, we entered into a $1.0 billion revolving credit agreement maturing on March 8, 2023 (the "2018 Revolver"). There were no borrowings outstanding under the 2018 Revolver as of April 3, 20212, 2022 or December 31, 2020.2021.

Term Loans and Notes

We had $2.9 billion outstanding under our notes and bonds as of both April 3, 20212, 2022 and December 31, 2020.2021. In August 2019, we refinanced a prior term loan with the proceeds of a $600.0 million term loan, maturing on August 15, 2022 (the "2019 Term Loan"). We had $600.0 million outstanding under our 2019 Term Loan as of both April 3, 20212, 2022 and December 31, 2020.2021.

Due to a credit ratings downgrade by S&P and Moody's in the first quarter of 2022, the interest of the 2020 Notes has stepped up from 3.900% to 4.400% starting after June 15, 2022.

Waiver and Amendment of Debt Covenants

We are subject to financial covenants in the 2018 Revolver and 2019 Term Loan, including a maximum leverage ratio covenant, which previously required us to maintain a ratio of Consolidated Net Indebtedness to Consolidated EBITDA (as such terms are defined in such credit agreements) of not more than 3.75 to 1.00 at the end of each fiscal quarter. On December 3, 2021, we and Perrigo Finance entered into Amendment No. 2 to the Company’s 2019 Term Loan (the “Term Loan Amendment”) and Amendment No. 3 to the Company’s 2018 Revolver (the “Revolver Amendment”) with the lenders under each such facility, pursuant to which the maximum leverage ratio was increased to 5.75 to 1.00 for the fourth quarter of 2021 and the first quarter of 2022, returning to 3.75 to 1.00 beginning with the second quarter of 2022. If we consummate certain qualifying acquisitions in the second quarter of 2022 or any subsequent quarter during the term of the loan, the maximum ratio would increase to 4.00 to 1.00 for such quarter. The amendments also modified certain provisions related to restricted payments to account
59

Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources

for the amended leverage ratio covenant. Finally, the Revolver Amendment contains amendments related to the replacement of LIBOR with the Sterling Overnight Index Average (SONIA) as the benchmark for borrowings under the 2018 Revolver in Pounds Sterling. As of April 2, 2022, we are in compliance with all the covenants under our debt agreements.

Other Financing

On June 17, 2020, we incurred debt of $34.3 million related to our equity method investment in Kazmira pursuant to two Promissory Notes, with $3.7 million, $5.8 million and $24.8 million to be settled in November 2020, May 2021 and November 2021, respectively. On December 8, 2020, we repaid the $3.7 million balance due on the November 2020 portion of the Promissory Notes. On June 7, 2021, we repaid the $5.8 million balance due on the May 2021 portion of the Promissory Notes.

Overdraft Facilities

We have overdraft facilities available that we use to support our cash management operations. There were no borrowings outstanding under the facilities as of April 3, 20212, 2022 or December 31, 2020.2021.

Leases

We had $184.8$220.1 million and $187.7$199.1 million of lease liabilities and $181.9$221.9 million and $184.5$194.8 million of lease assets as of April 3, 20212, 2022 and December 31, 2020,2021, respectively.

Accounts Receivable FactoringNew Senior Secured Credit Facilities

Subsequent to the quarter-ended April 2, 2022, we entered into new senior secured credit facilities that consist of (i) a $1.0 billion New Revolving Facility, (ii) a $500 million New Term Loan A Facility, and (iii) a $1.1 billion New Term Loan B Facility. The total amount factored onNew Senior Secured Credit Facilities are being incurred by our indirect wholly-owned subsidiary, Perrigo Investments, LLC, and will be guaranteed, along with any hedging or cash management obligations entered into with a non-recourse basislender, by us and excluded from accounts receivable was $3.4 millioncertain of our wholly-owned subsidiaries. Perrigo Investments and $6.9 million at April 3, 2021the subsidiaries of the Company that guarantee the New Senior Secured Credit Facilities will also provide guarantees of the Company’s and December 31, 2020, respectively.Perrigo Finance’s other existing notes.

55

We used a portion of the proceeds of the New Term Loan Facilities, together with cash on hand, to finance the previously announced acquisition of HRA Pharma and to repay our outstanding term loan facility. We expect to redeem our 4.00% Senior Notes due 2023 and Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital ResourcesHolding N.V.'s outstanding 5.1045% Guaranteed Senior Notes due 2023 on May 20, 2022 using a portion of the proceeds from the New Term Loan Facilities. We may borrow amounts from time to time under the New Revolving Facility, which will replace our existing revolving facility, for general corporate purposes.

    We are in compliance with all covenants under our debt agreements as of April 3, 2021 (referRefer to Item 1. Note 10 and Note 11 for more information on all of the above lease activity and debt facilities, respectively).respectively.

Credit Ratings
    
Our credit ratings on April 3, 20212, 2022 were Baa3Ba1 (negative), BBB- (negative)BB (stable), and BBB- (negative)BB+ (stable) by Moody's Investors Service,Moody’s Investor Services ("Moody's"), S&P Global Ratings ("S&P"), and Fitch Ratings Inc. ("Fitch), respectively.

In connection with the refinancing of our existing debt and financing of the HRA Pharma acquisition, on March 28, 2022 Fitch downgraded our rating to BB+ from BBB- and removed the ratings from Rating Watch Negative and assigned a Stable Outlook. Fitch also assigned a BBB- rating to our proposed senior secured credit facility (revolver and term loans). Additionally, on March 29, 2022, Moody's affirmed the Ba1 (negative) rating, assigned Baa3 ratings to the proposed senior secured revolver and term loans issued, and downgraded our senior unsecured notes to Ba2 from Ba1.

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
60

Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources

credit ratings were to occur, they could impact, among other things, future borrowing costs, access to capital markets, and vendor financing terms. A credit rating is not a recommendation to buy, sell or hold securities.

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

There were no material changes in contractual obligations as of April 3, 20212, 2022 from those provided in our 20202021 Form 10-K.

Significant Accounting Policies

    Other thanOn March 21, 2022, the adoptionSEC issued a proposed rule that would enhance and standardize the climate-related disclosures provided by public companies. Under the proposed rule, we would be required to provide quantitative and qualitative disclosures in registration statements and annual reports that include climate-related financial impact and expenditure metrics as well as a discussion of ASU 2019-12: Income taxes (referclimate-related impacts on financial estimates and assumptions, all of which would be presented in a footnote to the financial statements. Such disclosures would also be subject to management's internal control over financial reporting and external audit. We will continue to monitor developments around this proposed rule, which once finalized, is expected to allow for a multi-year phased transition to achieve compliance.

Item 1. Note 14), there
There have been no other material changes to the significant accounting policies as disclosed in our 20202021 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 to the critical accounting estimates as disclosed in our 20202021 Form 10-K.

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 20202021 Form 10-K.

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 April 3, 2021.2, 2022. 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
56

Perrigo Company plc - Item 4
Controls and Procedures

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.

61

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 April 3, 2021.2, 2022. 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 April 3, 2021.2, 2022. 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 internal control over financial reporting during the three months ended April 3, 20212, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II.     OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Refer to Item 1. Note 14 and Item 1. Note 15 of the Notes to the Condensed Consolidated Financial Statements.

ITEM 1A.    RISK FACTORS

Risks related to Acquisition of HRA Pharma

We may experience challenges integrating the HRA Pharma business and managing our expanded operations. Our ability to realize the benefits expected from the HRA Pharma acquisition will depend, in part, on our ability to successfully integrate the business, control costs and maintain growth. Integrations can be complex and time consuming, and the integration may result in temporarily depressed sales while integration of supply chain and distribution channels take place. Any delays, additional unexpected costs, or other difficulties encountered in the integration process could have a material adverse effect on the Company’s revenues, expenses, operating results and/or financial condition.

Even if integration occurs successfully, we may not achieve projected synergies or level of anticipated sales growth in new products, brands, or geographic markets within the anticipated timeframe, or at all. There are inherent uncertainties involved in identifying and assessing the profit potential, value, strengths, weaknesses, risks, and contingent and other liabilities of acquisitions, such as HRA Pharma, some of which can be affected by changes in the business, the industry, competition, consumer trends or general economic conditions.

Our Annual Report on Form 10-K for the year ended December 31, 20202021 includes a detailed discussion of our risk factors. At the time of this filing, there have been no other material changes to the risk factors that were included in the Form 10-K.



57
62

Perrigo Company plc - Item 5
Other Information
ITEM 5.     OTHER INFORMATION

At the Company's Annual General Meeting of Shareholders held on May 6, 2022, the Company's shareholders voted on the following matters:

1.Election of 10 directors of the Company:

NomineeForAgainstAbstainBroker Non-Votes
Bradley A. Alford108,778,6662,879,77055,9585,648,168
Orlando D. Ashford108,518,1473,088,196108,0875,648,168
Katherine C. Doyle110,548,9181,114,43351,0435,648,168
Adriana Karaboutis108,118,2453,535,90660,2435,648,168
Murray S. Kessler110,531,1791,135,69547,5215,648,168
Jeffrey B. Kindler107,763,0283,845,095106,2725,648,168
Erica L. Mann106,000,7085,654,68359,0035,648,168
Donal O'Connor109,836,7321,821,01856,6445,648,168
Geoffrey M. Parker65,823,61745,782,439108,3395,648,168
Theodore R. Samuels109,200,1552,405,727108,5135,648,168

2.Ratify, in a non-binding advisory vote, the appointment of Ernst & Young as the Company's independent auditor for the year ending December 31, 2022, and authorize the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor:

ForAgainstAbstainBroker Non-Votes
116,811,095511,77739,690

3.Advisory vote on executive compensation:

ForAgainstAbstainBroker Non-Votes
85,200,84526,425,26988,2815,648,168

4.Amend the Company's Long-Term Incentive Plan:

ForAgainstAbstainBroker Non-Votes
107,133,7354,506,88473,7765,648,168

5.Renew the Board's authority to issue shares under Irish law:

ForAgainstAbstainBroker Non-Votes
115,516,2121,800,31546,036

6.Renew the Board's authority to opt-out of statutory pre-emption rights under Irish law:

ForAgainstAbstainBroker Non-Votes
116,047,5911,260,73954,233
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Perrigo Company plc - Item 6
Exhibits

ITEM 6.    EXHIBITS

Exhibit
Number
Description
3.1
3.2
10.1
10.2
31.1
31.2
32
101. INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101).
*Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.


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64


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:May 12, 202111, 2022/s/ Murray S. Kessler
Murray S. Kessler
Chief Executive Officer and President
(Principal Executive Officer)
Date:May 12, 202111, 2022/s/ Raymond P. Silcock
Raymond P. Silcock
Chief Financial Officer
(Principal Accounting and Financial Officer)

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