Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jul. 02, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36353 | ||
Entity Registrant Name | Perrigo Company plc | ||
Entity Incorporation, State or Country Code | L2 | ||
Entity Address, Address Line One | The Sharp Building, | ||
Entity Address, Address Line Two | Hogan Place, | ||
Entity Address, City or Town | Dublin 2, | ||
Entity Address, Country | IE | ||
Entity Address, Postal Zip Code | D02 TY74 | ||
Country Region | 353 | ||
City Area Code | 1 | ||
Local Phone Number | 7094000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,521,075,784 | ||
Entity Common Stock, Shares Outstanding | 134,648,425 | ||
Documents Incorporated by Reference | The information called for by Part III will be incorporated by reference from the Registrant's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed pursuant to Regulation 14A or will be included in an amendment to this Form 10-K. | ||
Entity Central Index Key | 0001585364 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Ordinary shares, €0.001 par value | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary shares, €0.001 par value | ||
Trading Symbol | PRGO | ||
Security Exchange Name | NYSE | ||
3.900% Notes due 2024 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 3.900% Notes due 2024 | ||
Trading Symbol | PRGO24 | ||
Security Exchange Name | NYSE | ||
4.375% Notes due 2026 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 4.375% Notes due 2026 | ||
Trading Symbol | PRGO26 | ||
Security Exchange Name | NYSE | ||
4.400% Notes due 2030 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 4.400% Notes due 2030 | ||
Trading Symbol | PRGO30 | ||
Security Exchange Name | NYSE | ||
5.300% Notes due 2043 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 5.300% Notes due 2043 | ||
Trading Symbol | PRGO43 | ||
Security Exchange Name | NYSE | ||
4.900% Notes due 2044 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 4.900% Notes due 2044 | ||
Trading Symbol | PRGO44 | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Grand Rapids, Michigan |
Auditor Firm ID | 42 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 4,451.6 | $ 4,138.7 | $ 4,088.2 |
Cost of sales | 2,996.2 | 2,722.5 | 2,593.3 |
Gross profit | 1,455.4 | 1,416.2 | 1,494.9 |
Operating expenses | |||
Distribution | 113 | 93 | 85.1 |
Research and development | 123.1 | 122 | 121.7 |
Selling | 584.8 | 536.4 | 545.5 |
Administration | 512.3 | 482 | 478.5 |
Impairment charges | 0 | 173.1 | 0 |
Restructuring | 42.5 | 16.9 | 3.2 |
Other operating expense (income), net | 0.8 | (417.6) | (4.3) |
Total operating expenses | 1,376.5 | 1,005.8 | 1,229.7 |
Operating income | 78.9 | 410.4 | 265.2 |
Change in financial assets | 0 | 0 | 95.3 |
Interest expense, net | 156 | 125 | 127.7 |
Other (income) expense, net | 53.1 | 26.7 | 16.3 |
Loss on extinguishment of debt | 8.9 | 0 | 20 |
Income (loss) from continuing operations before income taxes | (139.1) | 258.7 | 5.9 |
Income tax expense (benefit) | (8.2) | 389.6 | (38.3) |
Income (loss) from continuing operations | (130.9) | (130.9) | 44.2 |
Income (loss) from discontinued operations, net of tax | (9.7) | 62 | (206.8) |
Net income (loss) | $ (140.6) | $ (68.9) | $ (162.6) |
Basic | |||
Continuing operations (in dollars per share) | $ (0.97) | $ (0.98) | $ 0.32 |
Discontinued operations (in dollars per share) | (0.07) | 0.46 | (1.52) |
Basic (in dollars per share) | (1.04) | (0.52) | (1.20) |
Diluted | |||
Continuing operations (in dollars per share) | (0.97) | (0.98) | 0.32 |
Discontinued operations (in dollars per share) | (0.07) | 0.46 | (1.51) |
Diluted (in dollars per share) | $ (1.04) | $ (0.52) | $ (1.19) |
Weighted-average shares outstanding | |||
Basic (in shares) | 134.5 | 133.6 | 136.1 |
Diluted (in shares) | 134.5 | 133.6 | 137.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) shares in Millions, $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 600.7 | $ 1,864.9 |
Accounts receivable, net of allowance for credit losses of $6.8 and $7.2, respectively | 697.1 | 652.9 |
Inventories | 1,150.3 | 1,020.2 |
Prepaid expenses and other current assets | 271.8 | 305.8 |
Current assets held for sale | 0 | 16.1 |
Total current assets | 2,719.9 | 3,859.9 |
Property, plant and equipment, net | 926.3 | 864.1 |
Operating lease assets | 217.1 | 166.9 |
Goodwill and indefinite-lived intangible assets | 3,549 | 3,004.7 |
Definite-lived intangible assets, net | 3,230.2 | 2,146.1 |
Deferred income taxes | 7.1 | 6.5 |
Other non-current assets | 367.7 | 377.5 |
Total non-current assets | 8,297.4 | 6,565.8 |
Total assets | 11,017.3 | 10,425.7 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 537.3 | 411.2 |
Payroll and related taxes | 136.4 | 118.5 |
Accrued customer programs | 139.1 | 125.6 |
Other accrued liabilities | 250.2 | 279.4 |
Accrued income taxes | 14.4 | 16.5 |
Current indebtedness | 36.2 | 603.8 |
Current liabilities held for sale | 0 | 32.9 |
Total current liabilities | 1,113.6 | 1,587.9 |
Long-term debt, less current portion | 4,070.4 | 2,916.7 |
Deferred income taxes | 368.2 | 239.3 |
Other non-current liabilities | 623 | 530.1 |
Total non-current liabilities | 5,061.6 | 3,686.1 |
Total liabilities | 6,175.2 | 5,274 |
Contingencies - Refer to Note 19 | ||
Controlling interests: | ||
Preferred shares, $0.0001 par value per share, 10 shares authorized | 0 | 0 |
Ordinary shares, €0.001 par value per share, 10,000 shares authorized | 6,936.7 | 7,043.2 |
Accumulated other comprehensive income | (27) | 35.5 |
Retained earnings (accumulated deficit) | (2,067.6) | (1,927) |
Total shareholders’ equity | 4,842.1 | 5,151.7 |
Total liabilities and shareholders' equity | $ 11,017.3 | $ 10,425.7 |
Supplemental Disclosures of Balance Sheet Information | ||
Preferred shares, issued and outstanding | 0 | 0 |
Ordinary shares, issued and outstanding | 134.7 | 133.8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Millions | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 € / shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 € / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for credit losses | $ | $ 6.8 | $ 7.2 | ||
Shareholders’ equity | ||||
Preferred shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Ordinary shares, par value (EUR per share) | € / shares | € 0.001 | € 0.001 | ||
Ordinary shares, shares authorized (in shares) | 10,000,000,000 | 10,000,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (140.6) | $ (68.9) | $ (162.6) | |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (126) | (339.9) | 274.4 | |
Change in fair value of derivative financial instruments | [1] | 46.5 | (21.3) | (13.4) |
Change in post-retirement and pension liability | 17 | 1.7 | (5.4) | |
Other comprehensive loss, net of tax | (62.5) | (359.5) | 255.6 | |
Comprehensive loss | $ (203.1) | $ (428.4) | $ 93 | |
[1](1) Net of tax of $13.1 million, ($0.7) million and $1.1 million, respectively. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From (For) Operating Activities | |||
Net income (loss) | $ (140.6) | $ (68.9) | $ (162.6) |
Adjustments to derive cash flows: | |||
Depreciation and amortization | 338.6 | 312.2 | 384.8 |
Gain on sale of business | 0 | (47.5) | 20.9 |
Share-based compensation | 54.9 | 60.1 | 58.5 |
Impairment charges | 0 | 173.1 | 346.8 |
Change in financial assets | 0 | 0 | 96.4 |
Foreign currency remeasurement loss | 39.4 | 0 | 0 |
Restructuring charges | 42.5 | 16.9 | 3.5 |
Deferred income taxes | (50.5) | 9.4 | (54.5) |
Amortization of debt premium | (0.7) | (3.8) | (2.4) |
Other non-cash adjustments, net | 3.7 | 0.2 | 14 |
Subtotal | 287.3 | 451.7 | 705.4 |
Increase (decrease) in cash due to: | |||
Accounts receivable | 0.1 | (159.7) | 168.9 |
Inventories | (76.7) | (2.4) | (170.6) |
Prepaid expenses | 25.9 | 0 | (12.3) |
Accounts payable | 100.3 | (7.9) | (2.7) |
Payroll and related taxes | (38.2) | (53) | 10.8 |
Accrued customer programs | 11.2 | 1.4 | (43.3) |
Accrued liabilities | 10.1 | (21.4) | (23.1) |
Accrued income taxes | (47.9) | (47.7) | (7) |
Other, net | 35.2 | (4.7) | 10.1 |
Subtotal | 20 | (295.4) | (69.2) |
Net cash from operating activities | 307.3 | 156.3 | 636.2 |
Cash Flows From (For) Investing Activities | |||
Proceeds from royalty rights | 3.3 | 3.8 | 4.1 |
Acquisitions of businesses, net of cash acquired | (2,011.4) | 0 | (168.5) |
Purchase of equity method investment | 0 | 0 | (15) |
Asset (acquisitions) sales, net | 25.5 | ||
Asset (acquisitions) sales, net | (70.6) | (35.2) | |
Settlement of acquisition and designated foreign currency derivatives | 61.7 | 0 | 0 |
Additions to property, plant and equipment | (96.4) | (152.1) | (170.4) |
Net proceeds from sale of businesses | 58.7 | 1,491.9 | 187.8 |
Other investing, net | 0 | 2.8 | 9.4 |
Net cash from (for) investing activities | (1,958.6) | 1,275.8 | (187.8) |
Cash Flows From (For) Financing Activities | |||
Borrowings (repayments) of revolving credit agreements and other financing, net | (11.7) | (30.6) | (3.9) |
Issuances of long-term debt | 1,587.3 | 0 | 743.8 |
Payments on long-term debt | (958.9) | 0 | (590) |
Deferred financing fees | (20.9) | 0 | (6.7) |
Premiums on early debt retirement | 0 | 0 | (19) |
Payments for debt issuance costs | (12.2) | 0 | 0 |
Repurchase of ordinary shares | 0 | 0 | (164.2) |
Cash dividends | (142.4) | (129.6) | (123.9) |
Other financing, net | (19.6) | (18.5) | (17.2) |
Net cash from (for) financing activities | 421.6 | (178.7) | (181.1) |
Effect of exchange rate changes on cash and cash equivalents | (48.9) | (15.6) | 19.9 |
Net increase (decrease) in cash and cash equivalents | (1,278.6) | 1,237.8 | 287.2 |
Cash and cash equivalents of continuing operations, beginning of period | 1,864.9 | 631.5 | 344.5 |
Cash and cash equivalents held for sale, beginning of period | 0 | 14.4 | 10 |
Less cash and cash equivalents held for sale, end of period | 0 | (14.4) | (10) |
Cash and cash equivalents of continuing operations, end of period | 600.7 | 1,864.9 | 631.5 |
Cash paid/received during the year for: | |||
Interest paid | 217 | 133 | 145.8 |
Interest received | 58.2 | 8 | 12.1 |
Income taxes paid | 100.2 | 448 | 81.2 |
Income taxes refunded | $ 3.4 | $ 17.1 | $ 38.3 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Ordinary Shares Issued | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 136,100,000 | |||
Balance at Dec. 31, 2019 | $ 5,803.8 | $ 7,359.9 | $ 139.4 | $ (1,695.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | (162.6) | (162.6) | ||
Other comprehensive income (loss) | 255.6 | 255.6 | ||
Issuance of ordinary shares under: | ||||
Restricted stock plan, shares | 600,000 | |||
Compensation for stock options | 2 | $ 2 | ||
Compensation for restricted stock | 56.5 | 56.5 | ||
Cash dividends | (123.9) | $ (123.9) | ||
Shares withheld for payment of employees' withholding tax liability, shares | (200,000) | |||
Shares withheld for payment of employees' withholding tax liability | (10.7) | $ (10.7) | ||
Repurchases of ordinary shares, shares | (3,400,000) | |||
Repurchases of ordinary shares | (164.2) | $ (164.2) | ||
Purchase of subsidiary's minority interest | (1.4) | |||
Balance, shares at Dec. 31, 2020 | 133,100,000 | |||
Balance at Dec. 31, 2020 | 5,655.1 | $ 7,118.2 | 395 | (1,858.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | (68.9) | (68.9) | ||
Other comprehensive income (loss) | (359.5) | (359.5) | ||
Issuance of ordinary shares under: | ||||
Restricted stock plan, shares | 1,000,000 | |||
Compensation for stock options | 0.9 | $ 0.9 | ||
Compensation for restricted stock | 66.9 | 66.9 | ||
Cash dividends | (129.6) | $ (129.6) | ||
Shares withheld for payment of employees' withholding tax liability, shares | (300,000) | |||
Shares withheld for payment of employees' withholding tax liability | $ (13.2) | $ (13.2) | ||
Repurchases of ordinary shares, shares | 0 | |||
Balance, shares at Dec. 31, 2021 | 133,800,000 | |||
Balance at Dec. 31, 2021 | $ 5,151.7 | $ 7,043.2 | 35.5 | (1,927) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | (140.6) | (140.6) | ||
Other comprehensive income (loss) | (62.5) | (62.5) | ||
Issuance of ordinary shares under: | ||||
Restricted stock plan, shares | 1,400,000 | |||
Compensation for restricted stock | 54.9 | $ 54.9 | ||
Cash dividends | (142.4) | $ (142.4) | ||
Shares withheld for payment of employees' withholding tax liability, shares | (500,000) | |||
Shares withheld for payment of employees' withholding tax liability | $ (19) | $ (19) | ||
Repurchases of ordinary shares, shares | 0 | |||
Balance, shares at Dec. 31, 2022 | 134,700,000 | |||
Balance at Dec. 31, 2022 | $ 4,842.1 | $ 6,936.7 | $ (27) | $ (2,067.6) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends paid (per share) | $ 1.04 | $ 0.96 | $ 0.90 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Change in fair value of derivative instruments, tax expense (benefit) | $ 13.1 | $ (0.7) | $ 1.1 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Information Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries. We are a leading provider of over-the-counter ("OTC") health and wellness solutions that are designed to enhance individual well-being and empower consumers to proactively prevent or treat conditions that can be self-managed. Our vision is t o make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold . We are headquartered in Ireland and sell our products primarily in North America and Europe as well as in other markets around the world. Basis of Presentation Our Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include our accounts and accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Our fiscal year begins on January 1 and ends on December 31. We end our quarterly accounting periods on the Saturday closest to the end of the calendar quarter, with the fourth quarter ending on December 31 of each year. We have arrangements with certain companies that we determined to be variable interest entities ("VIEs"). We did not consolidate the VIEs in our financial statements as we lack the power to direct activities that most significantly impact their economic performance and thus are not considered the primary beneficiaries of these entities. Segment Reporting Our reporting and operating segments are as follows: • Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business in the U.S. and Canada. CSCA previously included our Latin American businesses until they were disposed on March 9, 2022. • Consumer Self-Care International ("CSCI") comprises our consumer self-care business outside of the U.S. and Canada, primarily in Europe and Australia. We previously had an Rx segment which was comprised of our generic prescription pharmaceuticals business in the U.S., and other pharmaceuticals and diagnostic business in Israel, which 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 4 ). Our segments reflect the way in which our chief operating decision maker, who is our CEO, makes operating decisions, allocates resources and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Note 2 and Note 20 . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported earnings, financial position and various disclosures. These estimates are based on judgment and available information. Actual results could differ materially from the estimates. Foreign Currency Translation and Transactions 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. Cash and Cash Equivalents Cash and cash equivalents consist primarily of demand deposits and other short-term investments with maturities of three months or less at the date of purchase. Allowance for Credit Losses Expected credit losses on trade receivables and contract assets are measured collectively by geographic location. Historical credit loss experience provides the primary basis for estimation of expected credit losses and is adjusted for current conditions and for reasonable and supportable forecasts. Receivables that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. The following table presents the allowance for credit losses activity (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Balance at beginning of period $ 7.2 $ 6.5 $ 6.0 Provision for credit losses, net 3.2 4.0 2.3 Receivables written-off (4.0) (0.7) (2.2) Transfer to held for sale — (1.4) — Currency translation adjustment 0.4 (1.2) 0.4 Balance at end of period $ 6.8 $ 7.2 $ 6.5 Trade receivables and contract assets are charged off against the allowance when the balance is no longer deemed collectible. Inventories Inventories are stated at the lower of cost or net realizable value using the first-in first-out method. Inventory related to research and development ("R&D") is expensed when it is determined the materials have no alternative future use. We maintain reserves for estimated obsolete or unmarketable inventory based on the difference between the cost of the inventory and its estimated net realizable value. Factors utilized in the determination of net realizable value include excess or slow-moving inventories, product expiration dating, products on quality hold, customer demand and market conditions. Investments Equity Method Investments The equity method of accounting is used for unconsolidated entities over which we have significant influence; generally, this represents ownership interests of at least 20% and not more than 50%. Under the equity method of accounting, we record the investments at carrying value and adjust for a proportionate share of the profits and losses of these entities each period. We evaluate our equity method investments for recoverability. If we determine that a loss in the value of an investment is other than temporary, the investment is written down to its estimated fair value. Evaluations of recoverability are based primarily on projected cash flows. Fair Value Method Investments Equity investments in which we own less than a 20% interest and cannot exert significant influence are recorded at fair value with unrealized gains and losses included in net income. For equity investments without readily determinable fair values, we may use the Net Asset Value ("NAV") per share as a practical expedient to measure the fair value, if eligible. If the NAV practical expedient cannot be applied, we may elect to use a measurement alternative until the investment’s fair value becomes readily determinable. Under the alternative method, the equity investments are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in an orderly transaction for an identical or similar investment of the same issuer. Derivative Instruments We recognize the entire change in the fair value of the derivatives designated as: • Cash flow hedges in Other Comprehensive Income ("OCI"). The amounts recorded in OCI are reclassified to earnings in the same line item on the Consolidated Statements of Operations as impacted by the hedged item when the hedged item affects earnings; • Fair value hedges in the same line item on the Consolidated Statements of Operations that is used to present the earnings effect of the hedged item; and • Net investment hedges in OCI classified as a currency translation adjustment. The amounts recorded in OCI are reclassified to earnings when the net investment in foreign operations is sold or substantially liquidated. We exclude option premiums, forward points, and cross-currency basis spread from our assessment of hedge effectiveness, as allowable excluded components from certain of our cash flow and net investment hedges. We have elected to recognize the initial value of the excluded component on a straight-line basis over the life of the derivative instrument, within the same line item on the Consolidated Statements of Operations that is used to present the earnings effect of the hedged item. We record derivative instruments on the balance sheet on a gross basis as either an asset or liability measured at fair value (refer to Note 10 ). Changes in a derivative's fair value are measured at the end of each period and are recognized in earnings unless a derivative can be designated in a qualifying hedging relationship. All realized and unrealized gains and losses are included within operating activities in the Consolidated Statements of Cash Flows. Designated derivatives meet hedge accounting criteria, which means the fair value of the hedge is recorded in shareholders’ equity as a component of OCI, net of tax. The deferred gains and losses are recognized in income in the period in which the hedged item affects earnings. All of our designated derivatives are assessed for hedge effectiveness quarterly. We also have economic non-designated derivatives that we have not elected hedge accounting. These derivative instruments are adjusted to current market value at the end of each period through earnings. Gains or losses on these instruments are offset substantially by the remeasurement adjustment on the related hedged item. We are exposed to credit loss in the event of nonperformance by the counterparties on derivative contracts. We manage our credit risk on these transactions by dealing only with financial institutions that have short-term credit ratings of at least A-2/P-2 and long-term credit ratings of at least A-/A3, and by distributing the contracts among several financial institutions to diversify credit concentration risk. Should a counterparty default, our maximum exposure to loss is the asset balance of the instrument. The maximum term of our forward currency exchange contracts is 60 months. We enter into certain derivative financial instruments, when available on a cost-effective basis, to mitigate our risk associated with changes in interest rates and foreign currency exchange rates as follows: Interest rate risk management - We are exposed to the impact of interest rate changes through our cash investments and borrowings. We utilize a variety of strategies to manage the impact of changes in interest rates including using a mix of debt maturities along with both fixed-rate and variable-rate debt. In addition, we may enter into treasury-lock agreements and interest rate swap agreements on certain investing and borrowing transactions to manage our exposure to interest rate changes and our overall cost of borrowing. Interest rate swap agreements are contracts to exchange floating rate for fixed rate payments (or vice versa) over the life of the agreement without the exchange of the underlying notional amounts. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. Foreign currency exchange risk management - We conduct business in several major currencies other than the U.S. dollar and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce cash flow volatility associated with foreign exchange rate changes on a consolidated basis to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments, anticipated foreign currency sales and expenses, and net investments in foreign operations. All derivative instruments are managed on a consolidated basis to efficiently net exposures and thus take advantage of any natural offsets. Gains and losses related to the derivative instruments are expected to be offset largely by gains and losses on the original underlying asset or liability. We do not use derivative financial instruments for speculative purposes. The impact of gains and losses on foreign exchange contracts not designated as hedging instruments related to changes in the fair value of assets and liabilities denominated in foreign currencies are generally offset by net foreign exchange gains and losses, which are also included on the Consolidated Statements of Operations in Other (income) expense, net for all periods presented. When we enter into foreign exchange contracts not designated as hedging instruments to mitigate the impact of exchange rate volatility in the translation of foreign earnings, gains and losses will generally be offset by fluctuations in the U.S. dollar-translated amounts of each Income Statement account in current and/or future periods. For more information on our derivatives, refer to Note 11 . Property, Plant and Equipment, net Property, plant and equipment, net is recorded at cost and is depreciated using the straight-line method. We capitalize certain computer software and development costs, included in machinery and equipment, when incurred in connection with developing or obtaining computer software for internal use. Maintenance and repair costs are charged to earnings, while expenditures that increase asset lives are capitalized. Leases Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We evaluate arrangements at inception to determine if lease components are included. For new leases beginning January 1, 2019 or later, we have elected not to separate lease components from the non-lease components included in an arrangement when measuring the leased asset and leased liability for all asset classes. Lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for leases on a straight-line basis over the lease term. We apply the portfolio approach to certain groups of computer equipment and vehicle leases when the term, classification, and asset type are identical. The discount rate selected is the incremental borrowing rate we would obtain for a secured financing of the lease asset over a similar term. Many of our leases include one or more options to extend the lease term. Certain leases also include options to terminate early or purchase the leased property, all of which are executed at our sole discretion. Optional periods may be included in the lease term and measured as part of the lease asset and lease liability if we are reasonably certain to exercise our right to use the leased asset during the optional periods. We generally consider renewal options to be reasonably certain of execution and included in the lease term when significant leasehold improvements have been made by us to the leased assets. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include contingent rental payments based on per unit usage over contractual levels (e.g., miles driven or machine hours used) and others include rental payments adjusted periodically for market reviews or inflationary indexes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For more information on our leases, refer to Note 8 . Goodwill and Intangible Assets Goodwill represents amounts paid for an acquisition in excess of the fair value of net assets acquired. Goodwill is tested for impairment annually on the first day of our fourth quarter, or more frequently if changes in circumstances or the occurrence of events suggest an impairment exists. The test for impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. The estimates associated with the goodwill impairment tests include projected discounted future cash flows. We have three reporting units that are evaluated for impairment as of December 31, 2022. Intangible assets are typically valued initially using the relief from royalty method or the multi-period excess earnings method ("MPEEM"). We test indefinite-lived trademarks, trade names, and brands for impairment annually, or more frequently if changes in circumstances or the occurrence of events suggest impairment exists, by comparing the carrying value of the assets to their estimated fair values. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. Definite-lived intangible assets are amortized on either a straight-line basis or proportionately to the benefits derived from those relationships or agreements. Useful lives vary by asset type and are determined based on the period over which the intangible asset is expected to contribute directly or indirectly to our future cash flows. We also review all other long-lived assets that have finite lives and that are not held for sale for impairment when indicators of impairment are evident by comparing the carrying value of the assets to their estimated future undiscounted cash flows. In-process research and development ("IPR&D") assets are recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated R&D efforts. If the associated R&D is completed, the IPR&D asset becomes a definite-lived intangible asset and is amortized over the asset's assigned useful life. If it is abandoned, an impairment loss is recorded. Goodwill, indefinite-lived intangible asset, and definite-lived intangible asset impairments are recorded in Impairment charges on the Consolidated Statement of Operations. See Note 9 for further information on our goodwill and intangible assets. Defined Benefit Plans We operate a number of defined benefit plans for employees globally. The liability recognized in the balance sheet is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated periodically by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of either high quality corporate bonds or long term government bonds depending on the depth and liquidity of the high quality corporate bond market in the different geographies where we have pension liabilities. The bonds are denominated in the currency in which the benefits will be paid and have terms to maturity approximating the terms of the related pension liability. As a result, annual updates related to discount rate and the expected rate of return on plan assets are among the most important elements of expense and liability measurement. Actuarial gains and losses are recognized on the Consolidated Statement of Operations using the corridor method. Under the corridor method, to the extent that any cumulative unrecognized net actuarial gain or loss exceeds 10% of the greater of the present value of the defined benefit obligation and the fair value of the plan assets, that portion is recognized over the expected average remaining working lives of the plan participants. Otherwise, the net actuarial gain or loss is recorded in OCI. We recognize the funded status of benefit plans on the Consolidated Balance Sheets. In addition, we recognize the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost of the period as a component of OCI (refer to Note 13 ). Legal Contingencies We are involved in product liability, patent, commercial, regulatory and other legal proceedings that arise in the normal course of business. We record a liability when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range and no amount within that range is a better estimate, the minimum amount in the range is accrued. If a loss is not probable or a probable loss cannot be reasonably estimated, no liability is recorded. We have established reserves for certain legal matters (refer to Note 19 ). We do not incorporate insurance recoveries into our reserves for legal contingencies. We separately record receivables for amounts due under insurance policies when we consider the realization of recoveries for claims to be probable, which may be different than the timing in which we establish the loss reserves. Revenue Product Revenue 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. We generally recognize product revenue for our contract performance obligations at a point in time, typically upon shipment or delivery of products to customers. For point in time customers for which control transfers on delivery to the customer due to free on board destination terms (“FOB”), an adjustment is recorded to defer revenue recognition over an estimate of days until control transfers at the point of delivery. Where we recognize revenue at a point in time, the transfer of title is the primary indicator that control has transferred. In other limited instances, primarily relating to those contracts that relate to contract manufacturing performed for our customers and certain store branded products, control transfers as the product is manufactured. Control is deemed to transfer over time for these contracts as the product does not have an alternative use and we have a contractual right to payment for performance completed to date. Revenue for contract manufacturing contracts is recognized over the transfer period using an input method that measures progress towards completion of the performance obligation as costs are incurred. For store branded product revenue recognized over time, an output method is used to recognize revenue when production of a unit is completed because product customization occurs when the product is packaged as a finished good under the store brand label of the customer. Net product sales include estimates of variable consideration for which accruals and allowances are established. Variable consideration for product sales consists primarily of rebates and other incentive programs recorded on the Consolidated Balance Sheets as Accrued customer programs. Where appropriate, these estimates take into consideration a range of possible outcomes in which relevant factors, such as historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns, are either probability weighted to derive an estimate of expected value or the estimate reflects the single most likely outcome. Overall, these reserves reflect the estimates of the amount of consideration to which we are entitled based on the terms of the contract. Actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from the estimates, these estimates are adjusted, which would affect revenue and earnings in the period such variances become known. Other Revenue Policies We receive payments from our customers based on billing schedules established in each contract. Amounts are recorded as accounts receivable when our right to consideration is unconditional. In most cases, the timing of the unconditional right to payment aligns with shipment or delivery of the product and the recognition of revenue; however, for those customers where revenue is recognized at a time prior to shipment or delivery due to over time revenue recognition, a contract asset is recorded and is reclassified to accounts receivable when it becomes unconditional under the contract upon shipment or delivery to the customer. Our performance obligations are generally expected to be fulfilled in less than one year. Therefore, we do not provide quantitative information about remaining performance obligations. We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Shipping and handling costs billed to customers are included in Net sales. Conversely, shipping and handling expenses we incur are included in Cost of sales. Share-Based Awards We measure and record compensation expense for all share-based awards based on estimated grant date fair values. For awards with only service conditions that are based on graded vesting schedules, we recognize the compensation expense on a straight-line basis over the entire award. Forfeitures on share-based awards are recognized in compensation expense in the period in which they occur. We estimate the fair value of stock option awards granted based on the Black-Scholes option pricing model, which requires the use of subjective and complex assumptions. These assumptions include estimating the expected term that awards granted are expected to be outstanding, the expected volatility of our stock price for a period commensurate with the expected term of the related options, and the risk-free rate with a maturity closest to the expected term of the related awards. Restricted stock and restricted stock units, both service based and performance based restricted share units, are valued based on our stock price on the day the awards are granted. The estimated fair value of outstanding Relative Total Shareholder Return performance units (“RTSR”) is based on the grant date fair value of RTSR awards using a Monte Carlo simulation, which includes estimating the movement of stock prices and the effects of volatility, interest rates, and dividends (refer to Note 15 ). Research and Development All R&D costs, including payments related to products under development and research consulting agreements, are expensed as incurred. We incur costs throughout the development cycle, including costs for research, clinical trials, manufacturing validation, and other pre-commercialization approval costs that are included in R&D. We may continue to make non-refundable payments to third parties for new technologies and for R&D work that has been completed. These payments may be expensed at the time of payment depending on the nature of the payment made. Advertising Costs Advertising costs are included in Selling Operating expenses and shipping and handling costs billed to customers are included in Net sales. Costs relate primarily to print advertising, direct mail, online advertising, social media communications, and television advertising and are expensed as incurred. For the year ended December 31, 2022 , 84% of advertising expense was attributable to our CSCI segment. Advertising costs were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 119.3 $ 130.9 $ 130.5 Income Taxes We record deferred income tax assets and liabilities on the balance sheet as noncurrent based upon the difference between the financial reporting and the tax reporting basis of assets and liabilities using the enacted tax rates. To the extent that available evidence raises doubt about the realization of a deferred income tax asset, a valuation allowance is established. We have provided for income taxes for undistributed earnings of certain foreign subsidiaries which have not been deemed to be permanently reinvested. For those foreign subsidiaries we have deemed to be permanently reinvested, we have provided no further tax provision. We record reserves for uncertain tax positions to the extent it is more likely than not the tax return position will be sustained on audit, based on the technical merits of the position. Periodic changes in reserves for uncertain tax positions are reflected in the provision for income taxes. We include interest and penalties attributable to uncertain tax positions and income taxes as a component of our income tax provision (refer to Note 18 ). Earnings per Share ("EPS") Basic EPS is calculated using the weighted-average number of ordinary shares outstanding during each period. It excludes both the dilutive effects of additional common shares that would have been outstanding if the shares issued under stock incentive plans had been exercised and the dilutive effect of restricted share units, to the extent those shares and units have not vested. Diluted EPS is calculated including the effects of shares and potential shares issued under stock incentive plans, following the treasury stock method. Recent Accounting Standard Pronouncements Below are recent Accounting Standard Updates ("ASU") that we are assessing to determine the effect on our Consolidated Financial Statements. Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters ASU 2021-08: Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers This guidance amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current GAAP, an acquirer generally recognizes such items at fair value at acquisition date. January 1, 2023 As of January 1, 2023 we adopted ASU 2021-8. We do not anticipate a material impact from applying the recognition and measurement principles of Topic 606 to contract assets or liabilities acquired as part of a business combination. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION We generated net sales in the following geographic locations (1) (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 U.S. $ 2,870.0 $ 2,565.9 $ 2,579.0 Europe (2) 1,474.3 1,393.0 1,350.6 All other countries (3) 107.3 179.8 158.6 Total net sales $ 4,451.6 $ 4,138.7 $ 4,088.2 (1) The net sales by geography is derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $29.3 million, $23.7 million, and $29.8 million for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively. (3) Includes revenue generated primarily in Australia, Canada, and Mexico. Product Category As a result of the completed acquisition of Héra SAS (“HRA Pharma”) , the Company updated its global reporting product categories. These product category updates have been adjusted retroactively to reflect the changes. Such changes have no impact on the Company's historical consolidated financial position, results of operations, or cash flows. The creation of a new "Women's Health" reporting category, comprised of the women's health portfolio of HRA Pharma, in addition to legacy Perrigo women's health products; the creation of a new "Skin Care" reporting category, comprised of all of the products in the legacy Perrigo "Skincare and Personal Hygiene" category, except for legacy Perrigo women's health products, and the skin care products of HRA Pharma; and the "Other" category in the CSCI segment includes the Rare Diseases business acquired with HRA Pharma . The following is a summary of our net sales by category (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 CSCA (1) Upper Respiratory $ 564.6 $ 483.1 $ 505.8 Nutrition 520.4 401.9 388.3 Digestive Health 495.5 475.1 471.3 Pain and Sleep-Aids 412.2 405.4 434.5 Oral Care 312.9 311.9 288.2 Healthy Lifestyle 288.9 295.0 350.3 Skin Care 187.8 183.7 167.4 Women's Health 45.2 38.2 35.3 Vitamins, Minerals, and Supplements ("VMS") 27.9 31.7 27.0 Other CSCA (2) 70.5 67.1 24.9 Total CSCA 2,925.9 2,693.1 2,693.0 CSCI Skin Care 432.2 378.3 302.1 Upper Respiratory 258.8 219.4 255.1 VMS 191.8 225.8 201.0 Pain and Sleep-Aids 183.0 184.8 190.4 Healthy Lifestyle 136.4 173.3 160.2 Women's Health 99.0 54.5 54.9 Oral Care 88.6 94.0 97.8 Digestive Health 21.5 25.6 26.5 Other CSCI (3) 114.4 89.9 107.2 Total CSCI 1,525.7 1,445.6 1,395.2 Total net sales $ 4,451.6 $ 4,138.7 $ 4,088.2 (1) Includes net sales from OTC contract manufacturing products. (2) Consists primarily of product sales and royalty income related to supply and distribution agreements 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 our rare diseases business and other miscellaneous or otherwise uncategorized product lines, none of which is greater than 10% of the segment net sales. Our liquid licensed products business in the United Kingdom was included in this product category until it was divested on June 19, 2020. While the majority of revenue is recognized at a point in time, certain of our product revenue is recognized on an over time basis. Predominately, over time customer contracts exist in contract manufacturing arrangements, which occur in both the CSCA and CSCI segments. Contract manufacturing revenue was $350.1 million, $299.7 million, and $261.4 million for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively. We also recognize a portion of the store brand OTC product revenues in the CSCA segment on an over time basis; however, the timing difference between over time and point in time revenue recognition for store brand contracts is not significant due to the short time period between the customization of the product and shipment or delivery. The following table provides information about contract assets from contracts with customers (in millions): Balance Sheet Location December 31, 2022 December 31, 2021 Short-term contract assets Prepaid expenses and other current assets $ 41.5 $ 40.2 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Acquisitions During the Year Ended December 31, 2022 HRA Pharma 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. We funded the transaction with cash on hand and borrowings under our New Senior Secured Credit Facilities (as defined in Note 12 ). HRA Pharma is a self-care based company with consumer brands such as Compeed ® , ellaOne ® and Mederma ® , as well as a trusted rare disease portfolio. The acquisition completed our transformation to a consumer self-care company. HRA Pharma’s operations are reported in both our CSCA and CSCI segments. The acquisition of HRA Pharma was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. From April 29, 2022 through December 31, 2022, HRA Pharma generated net sales of $193.6 million and a net operating loss of $59.4 million, inclusive of $23.8 million of cost of goods sold related to the acquisition step up to fair value on inventories sold and $67.6 million of amortization related to intangible assets recognized on acquisition. During the twelve months ended December 31, 2022, we incurred $46.9 million of transaction costs related to the acquisition (legal, banking and other professional fees). The amounts were recorded in Administration expense and were not allocated to an operating segment. We are in the process of finalizing the valuation for the assets. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized. The following table summarizes the consideration paid for HRA Pharma and the provisional amounts of the assets acquired and liabilities assumed (in millions): HRA Pharma Purchase Price $ 1,945.6 Assets Acquired Cash and cash equivalents $ 44.2 Accounts receivable 78.1 Inventories 48.3 Prepaid expenses and other current assets 16.6 Property, plant and equipment 4.6 Operating lease assets 9.7 Goodwill 559.5 Definite-lived intangible assets Trademarks and trade names 1,124.0 Developed product technology 185.1 Distribution networks 84.4 Indefinite lived intangibles In-process research and development 52.7 Total intangible assets 1,446.2 Deferred income taxes 12.4 Other non-current assets 0.8 Total assets 2,220.4 Liabilities assumed Accounts payable 43.4 Payroll and related taxes 16.1 Accrued customer programs 9.0 Other accrued liabilities 8.9 Accrued income taxes 0.5 Deferred income taxes 186.2 Other non-current liabilities 10.6 Total liabilities 274.7 Non-Controlling Interest 0.1 Net Assets Acquired $ 1,945.6 We recorded the preliminary purchase price allocation in the second quarter of 2022. During the third quarter of 2022, we recorded measurement period adjustments resulting in an increase to goodwill of $1.9 million, which consisted of a $1.2 million decrease in inventory, $1.1 million increase in net deferred income tax liabilities, and a net increase of $0.7 million to other liabilities, partially offset by a $1.1 million decrease in accounts payable. During the fourth quarter of 2022, we made measurement period adjustments, which consisted of a $68.7 million increase to definite-lived intangibles, a $10.6 million decrease to indefinite-lived intangibles, a $11.0 million increase to Inventories, a $4.6 million decrease to Accrued income tax and a $15.1 million increase to net Deferred tax liabilities offset by a decrease to Goodwill of $58.6 million. Additionally, reclassifications between Accrued income taxes, Other accrued liabilities, Prepaid expense and other current assets, and Deferred income tax assets were made to reflect the proper gross jurisdictional tax presentation. Current period earnings adjustments of $10.2 million to Cost of sales and $1.4 million to Selling were recorded within the fourth quarter that would have been recognized as of the third quarter if the measurement period adjustments to the provisional opening balance sheet were reflected as of the acquisition date. Goodwill of $559.5 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, HRA Pharma's assembled workforce, and the synergies expected from combining the operations of Perrigo and HRA Pharma. Goodwill of $141.7 million and $417.8 million was allocated to our CSCA and CSCI segments, respectively, none of which is deductible for income tax purposes. The definite-lived intangible assets acquired consist of trademarks and trade names, developed product technologies, and distribution networks. Trademarks and trade names were assigned useful lives of 20 years. Developed product technologies were assigned 8 to 18-year useful lives. Distribution networks were assigned useful lives ranging from 2 to 21-years reflecting the intent to integrate certain external distributors and sales forces within the CSCI segment. Trademarks and trade names, developed product technology, and IPR&D 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. Nestlé’s Gateway Infant Formula Plant and GoodStart ® infant formula brand Acquisition On November 1, 2022, we purchased Nestlé’s Gateway infant formula plant in Eau Claire, Wisconsin, along with the U.S. and Canadian rights to the GoodStart ® infant formula brand ("Gateway"), for $110.0 million in cash, subject to customary post-closing adjustments. The acquisition was accounted for as a business combination and operating results attributable to the products are included in our CSCA segment in the Nutrition product category. This purchase was the first major initiative in our recently announced Supply Chain Reinvention Program and is expected to strengthen and expand our U.S. infant formula manufacturing capabilities. During the year ended December 31, 2022, we incurred $4.9 million of general transaction costs (legal, banking and other professional fees). The amounts were recorded in Administration expense within the CSCA segment. From November 1, 2022 through December 31, 2022 the acquisition generated net sales of $42.7 million and operating income of $11.5 million, which included $7.9 million of inventory costs stepped up to acquisition date fair value. We are in the process of finalizing the valuation for the assets. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized. The following table summarizes the consideration paid and provisional amounts of the assets acquired (in millions): Gateway Purchase price paid $ 110.0 Assets acquired: Inventories $ 29.8 Property, plant and equipment 61.5 Distribution and license agreements and supply agreements 14.0 Customer relationships and distribution networks 4.7 Total intangible assets $ 18.7 Net assets acquired $ 110.0 The definite-lived intangible assets acquired consisted of license agreements, and customer relationships which are being amortized over a weighted average useful life of 13.3 years. Customer relationships were valued using the multi-period excess earnings method and the licensing agreement was 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. Acquisitions During the Year Ended December 31, 2020 Eastern European OTC Dermatological Brands Acquisition On October 30, 2020, we acquired three Eastern European OTC dermatological brands ("Eastern European Brands"), skin care brands Emolium ® , Iwostin ® , and hair loss treatment brand Loxon ® from Sanofi. The transaction closed for €53.3 million ($62.3 million). We capitalized $52.5 million as brand-named intangible assets and allocated the remainder of the purchase price to goodwill, inventory, customer relationships and deferred tax assets. The addition of these market-leading OTC brands complements our already robust Skin Care product portfolio and adds scale to our Eastern European business. The acquisition also serves as another step for our CSCI growth plan and provides new opportunities for self-care revenue synergy in the European markets. The operating results of the brands are reported within our CSCI segment. The acquisition of the Eastern European Brands was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. 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 post-closing adjustments, including a working capital settlement. After post-closing adjustments as of December 31, 2020, total cash consideration paid was $106.2 million, net of $2.0 million that we allocated as prepayment of contract consideration for transitional services received related to the transaction. This acquisition includes the children’s oral care value brand, Firefly ® , in addition to the REACH ® and Dr. Fresh ® brands, and a licensing portfolio. The U.S. operations, which represent a significant portion of the business, are reported in our CSCA segment and the remaining non-U.S. operations are reported in our CSCI segment. During the year ended December 31, 2020, we incurred $4.4 million of general transaction costs (legal, banking and other professional fees). The amounts were recorded in Administration expenses within the CSCA segment. The acquisition of Dr. Fresh was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. From April 1, 2020 through December 31, 2020, the acquisition generated Net sales of $72.3 million and pre-tax income of $2.1 million, which included $2.0 million related to inventory costs stepped up to acquisition date fair value. 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 receivable $ 13.1 Inventories 22.2 Prepaid expenses and other current assets 0.4 Property, plant and equipment, net 0.7 Operating lease assets 2.6 Goodwill 17.2 Distribution and license agreements and supply agreements 2.2 Developed product technology, formulations, and product rights 0.1 Customer relationships and distribution networks 20.6 Trademarks, trade names, and brands 43.2 Total intangible assets $ 66.1 Total assets $ 122.3 Liabilities assumed: Accounts payable $ 6.1 Other accrued liabilities 3.8 Payroll and related taxes 0.7 Accrued customer programs 3.0 Other non-current liabilities 2.5 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. 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 over a 25-year useful life. Operating results attributable to the product are included within our CSCA segment in the Oral Care product category. Pro Forma Impact of Business Combinations Pro forma information has been prepared as if the HRA Pharma and Gateway acquisitions had occurred on January 1, 2022 and the acquisition of Dr. Fresh and the Eastern European brands occurred on January 1, 2020. The following table presents the unaudited pro forma information as if the acquisitions had been combined with the results reported in our Consolidated Statements of Operations for all periods presented (in millions): Year Ended (Unaudited) December 31, 2022 December 31, 2021 December 31, 2020 Net sales $ 4,745.9 $ 4,592.3 $ 4,136.5 Income from continuing operations $ (13.0) $ (262.4) $ 58.2 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, incremental financing costs, certain acquisition-related charges, and related tax effects. Divestitures During the Year Ended December 31, 2022 Latin American businesses On March 9, 2022, we completed the sale of our Mexico and Brazil-based OTC businesses ("Latin American businesses"), both within our CSCA segment, to Advent International for total 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 pre-tax loss of $1.4 million, net of professional fees, recorded in Other operating expense, net on the Condensed Statements of Operations. The assets and liabilities held for sale related to the Latin American businesses were reported within our CSCA segment as Current assets held for sale and Current liabilities held for sale on the Consolidated Balance Sheets at December 31, 2021. Net of impairment charges, the assets and liabilities of the Latin American businesses reported as held for sale as of December 31, 2021 totaled $16.1 million and $32.9 million, respectively. At July 3, 2021, we determined the carrying value of the net assets held for sale of this business exceeded their fair value less cost to sell, resulting in an impairment charge of $152.5 million. At December 31, 2021 and October 2, 2021 we recorded additional impairment charge of $1.0 million and $2.6 million, respectively resulting in a total impairment charge of $156.1 million. We also recorded a goodwill impairment charge of $6.1 million within our CSCA segment, resulting in a total impairment charge of $162.2 million. ScarAway ® 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. Divestitures During the Year Ended December 31, 2021 Rx business Refer to Note 4 - Discontinued Operations for details on the sale of the Rx business. Divestitures During the Year Ended December 31, 2020 Rosemont Pharmaceuticals Business On June 19, 2020, we completed the sale of our U.K.-based Rosemont Pharmaceuticals business, a generic prescription pharmaceuticals manufacturer focused on liquid medicines, to a U.K.-headquartered private equity firm for cash consideration of £155.6 million (approximately $195.0 million). The sale resulted in a pre-tax loss of $21.1 million recorded in our CSCI segment in Other (income) expense, net on the Consolidated Statements of Operations. The charge included professional fees and a $46.4 million write-off of foreign currency translation adjustment from Accumulated other comprehensive income. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Our discontinued operations primarily consist of our former Rx segment, which held our prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “Rx business”). The Rx business met the criteria to be classified as a discontinued operation in 2021 and, as a result, its historical financial results are reflected in our consolidated financial statements as such. There were no balance sheet amounts related to discontinued operations at either balance sheet date presented. On July 6, 2021, we completed the sale of the Rx business to Altaris Capital Partners, LLC ("Altaris") for aggregate consideration of $1.55 billion. The consideration included a $53.3 million reimbursement related to an Abbreviated New Drug Applications ("ANDAs") for a generic topical lotion which was received in 2022. The sale resulted in a pre-tax gain, net of professional fees, of $47.5 million recorded in Other (income) expense, net on the 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 gain was subject to final settlements under the Agreement, which were finalized in the first quarter of 2022 with no change to the gain reported. During the year ended December 31, 2021, we incurred $40.8 million of separation costs related to the sale of the Rx business. We incurred no such costs in 2022. The costs incurred included selling costs, which were reported in gain on discontinued operations before tax as part of the gain on sale of the Rx business. Separation costs incurred in prior periods were included in administration expenses. Under the terms of the agreement, we provided transition services which were substantially completed as of the end of the third quarter of 2022. We also entered into reciprocal supply agreements pursuant to which Perrigo will supply certain products to the Rx business and the Rx business will supply certain products to Perrigo. The supply agreements 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 also extended 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. The following table summarizes the results of the transition service agreement ("TSA") and supply agreements: Year Ended Financial Statement Location December 31, 2022 December 31, 2021 TSA income recognized Administration expense $ 10.3 $ 7.2 TSA income collected Administration expense $ 8.9 $ 3.6 Product & Royalty sales recognized Net sales $ 124.2 $ 60.6 Product & Royalty sales collected Net sales $ 105.7 $ 28.7 Purchases Inventory $ 55.9 $ 18.4 Inventory payments Inventory $ 51.4 $ 12.0 In the transaction, Perrigo retained certain pre-closing liabilities arising out of antitrust (refer to Note 19 - Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, the buyer's obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on the buyer's obligation of $50.0 million. We have not requested payments from the buyer related to the indemnity of these liabilities as of December 31, 2022. Income (loss) from discontinued operations, net of tax was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Net sales $ — $ 405.1 $ 975.0 Cost of sales — 258.4 645.1 Gross profit — 146.7 329.9 Operating expenses Distribution — 6.1 15.2 Research and development — 30.8 54.8 Selling — 16.3 30.1 Administration 4.6 36.4 31.8 Impairment charges — — 346.8 Restructuring — — 0.3 Other operating expense (income) — (0.4) 0.7 Total operating expenses 4.6 89.2 479.7 Operating income (loss) (4.6) 57.5 (149.8) Interest expense, net — 0.8 3.5 Other (income) expense, net — (1.6) 2.0 Income (loss) from discontinued operations before tax (4.6) 58.3 (155.3) Gain on disposal of discontinued operations before tax — (47.5) — Income (loss) before income taxes (4.6) 105.8 (155.3) Income tax expense 5.1 43.8 51.5 Income (loss), net of tax $ (9.7) $ 62.0 $ (206.8) Select cash flow information related to discontinued operations was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash flows from discontinued operations operating activities: Depreciation and amortization $ — $ 15.4 $ 97.0 Restructuring charges — — 0.3 Impairment charges — — 346.8 Share-based compensation — 10.8 5.2 Gain on sale of business — (47.5) — Cash flows from discontinued operations investing activities: Asset acquisitions $ — $ (69.7) $ 0.9 Additions to property, plant and equipment — (16.1) 10.2 Net proceeds from sale of business 53.3 1,491.9 — Asset acquisitions related to discontinued operations consisted of two Abbreviated ANDAs purchased under a contractual 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 which was subsequently paid during the three months ended April 2, 2022. These ANDAs were acquired by Altaris as part of the Rx business sale. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Major components of inventory were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Finished goods $ 620.3 $ 549.2 Work in process 262.2 251.9 Raw materials 267.8 219.1 Total inventories $ 1,150.3 $ 1,020.2 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities, Equity Method Investments and Joint Ventures [Abstract] | |
Investments | INVESTMENTS The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions): Year Ended Measurement Category Balance Sheet Location December 31, 2022 December 31, 2021 Fair value method Prepaid expenses and other current assets $ 0.1 $ 0.4 Fair value method (1) Other non-current assets $ 1.7 $ 1.8 Equity method Other non-current assets $ 63.4 $ 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): Year Ended Measurement Category Income Statement Location December 31, 2022 December 31, 2021 December 31, 2020 Fair value method Other (income) expense, net $ 0.4 $ 2.0 $ 3.0 Equity method Other (income) expense, net $ 1.5 $ 1.1 $ (3.0) |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET We held the following property, plant and equipment, net (in millions): Useful life range December 31, 2022 December 31, 2021 Land — $ 51.6 $ 51.3 Buildings 10 to 45 years 593.0 537.6 Machinery, equipment and software 3 to 10 years 1,271.7 1,186.8 Gross property, plant and equipment 1,916.3 1,775.7 Less: accumulated depreciation (990.0) (911.6) Property, plant and equipment, net $ 926.3 $ 864.1 We recorded a $4.6 million charge on disposed assets during the year ended December 31, 2022. Depreciation expense includes amortization of assets recorded under finance leases and totaled $86.2 million, $86.8 million, and $75.6 million for the years ended December 31, 2022 , December 31, 2021, and December 31, 2020, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LEASES We lease certain assets, principally warehouse facilities and computer equipment, under agreements that expire at various dates through the year ended December 31, 2040. Certain leases contain provisions for renewal and purchase options and require us to pay various related expenses. Rent expense under all leases was $49.6 million, $44.5 million, and $41.7 million for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively. The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location December 31, 2022 December 31, 2021 Operating Operating lease assets $ 217.1 $ 166.9 Finance Other non-current assets 22.0 27.9 Total $ 239.1 $ 194.8 Liabilities Balance Sheet Location December 31, 2022 December 31, 2021 Current Operating Other accrued liabilities $ 28.4 $ 26.0 Finance Current indebtedness 3.3 4.9 Non-Current Operating Other non-current liabilities 189.5 147.3 Finance Long-term debt, less current portion 17.4 20.9 Total $ 238.6 $ 199.1 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 CSCA $ 100.5 $ 98.2 $ 13.8 $ 15.3 CSCI 49.5 30.7 6.6 7.9 Unallocated 67.1 38.0 1.6 4.7 Total $ 217.1 $ 166.9 $ 22.0 $ 27.9 Liabilities Operating Financing December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 CSCA $ 102.2 $ 99.7 $ 14.9 $ 16.0 CSCI 51.7 31.8 4.1 5.0 Unallocated 64.0 41.8 1.7 4.8 Total $ 217.9 $ 173.3 $ 20.7 $ 25.8 Lease expense was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating leases (1) $ 44.2 $ 38.6 $ 37.3 Finance leases Amortization $ 5.4 $ 5.9 $ 4.4 Interest 0.7 0.8 0.8 Total finance leases $ 6.1 $ 6.7 $ 5.2 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of December 31, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2023 $ 33.0 $ 3.8 $ 36.8 2024 28.9 2.4 31.3 2025 27.0 2.2 29.2 2026 22.0 2.0 24.0 2027 21.4 2.1 23.5 After 2027 117.5 11.6 129.1 Total lease payments 249.8 24.1 273.9 Less: Interest 31.9 3.4 35.3 Present value of lease liabilities $ 217.9 $ 20.7 $ 238.6 Our weighted average lease terms and discount rates are as follows: December 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) Operating leases 10.97 11.43 Finance leases 9.47 9.23 Weighted-average discount rate Operating leases 2.48 % 2.63 % Finance leases 2.92 % 2.79 % Our lease cash flow classifications are as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 39.3 $ 33.5 Operating cash flows for finance leases $ 0.7 $ 0.8 Financing cash flows for finance leases $ 4.9 $ 5.3 Leased assets obtained in exchange for new finance lease liabilities $ — $ 4.6 Leased assets obtained in exchange for new operating lease liabilities $ 73.9 $ 48.8 |
Leases | LEASES We lease certain assets, principally warehouse facilities and computer equipment, under agreements that expire at various dates through the year ended December 31, 2040. Certain leases contain provisions for renewal and purchase options and require us to pay various related expenses. Rent expense under all leases was $49.6 million, $44.5 million, and $41.7 million for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively. The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location December 31, 2022 December 31, 2021 Operating Operating lease assets $ 217.1 $ 166.9 Finance Other non-current assets 22.0 27.9 Total $ 239.1 $ 194.8 Liabilities Balance Sheet Location December 31, 2022 December 31, 2021 Current Operating Other accrued liabilities $ 28.4 $ 26.0 Finance Current indebtedness 3.3 4.9 Non-Current Operating Other non-current liabilities 189.5 147.3 Finance Long-term debt, less current portion 17.4 20.9 Total $ 238.6 $ 199.1 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 CSCA $ 100.5 $ 98.2 $ 13.8 $ 15.3 CSCI 49.5 30.7 6.6 7.9 Unallocated 67.1 38.0 1.6 4.7 Total $ 217.1 $ 166.9 $ 22.0 $ 27.9 Liabilities Operating Financing December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 CSCA $ 102.2 $ 99.7 $ 14.9 $ 16.0 CSCI 51.7 31.8 4.1 5.0 Unallocated 64.0 41.8 1.7 4.8 Total $ 217.9 $ 173.3 $ 20.7 $ 25.8 Lease expense was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating leases (1) $ 44.2 $ 38.6 $ 37.3 Finance leases Amortization $ 5.4 $ 5.9 $ 4.4 Interest 0.7 0.8 0.8 Total finance leases $ 6.1 $ 6.7 $ 5.2 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of December 31, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2023 $ 33.0 $ 3.8 $ 36.8 2024 28.9 2.4 31.3 2025 27.0 2.2 29.2 2026 22.0 2.0 24.0 2027 21.4 2.1 23.5 After 2027 117.5 11.6 129.1 Total lease payments 249.8 24.1 273.9 Less: Interest 31.9 3.4 35.3 Present value of lease liabilities $ 217.9 $ 20.7 $ 238.6 Our weighted average lease terms and discount rates are as follows: December 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) Operating leases 10.97 11.43 Finance leases 9.47 9.23 Weighted-average discount rate Operating leases 2.48 % 2.63 % Finance leases 2.92 % 2.79 % Our lease cash flow classifications are as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 39.3 $ 33.5 Operating cash flows for finance leases $ 0.7 $ 0.8 Financing cash flows for finance leases $ 4.9 $ 5.3 Leased assets obtained in exchange for new finance lease liabilities $ — $ 4.6 Leased assets obtained in exchange for new operating lease liabilities $ 73.9 $ 48.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions): CSCA (1) CSCI (2) Total Balance at December 31, 2020 $ 1,905.0 $ 1,190.7 $ 3,095.7 Impairments (6.1) (10.0) (16.1) Currency translation adjustments 1.1 (81.3) (80.2) Purchase accounting adjustments 2.4 (2.4) — Balance at December 31, 2021 1,902.4 1,097.0 2,999.4 Business acquisitions 141.7 417.8 559.5 Currency translation adjustments 0.3 (68.8) (68.5) Balance at December 31, 2022 $ 2,044.4 $ 1,446.0 $ 3,490.4 (1) We had accumulated goodwill impairments of $6.1 million as of December 31, 2022. (2) We had accumulated goodwill impairments of $878.4 million as of December 31, 2022 and December 31, 2021. As of December 31, 2022, we have three reporting units. Our CSCA operating segment is equivalent to our CSCA reporting unit. Our CSCI operating segment includes two reporting units, CSCI and Rare Diseases. During the three months ended December 31, 2021, we reorganized the reporting structure within our CSCI segment following the integration of our reporting units into a new operating structure. The goodwill previously included in the Oral Care International, CSC UK and Australia, and BCS reporting units were combined into a then single CSCI reporting unit. Impairment tests were performed for the legacy reporting units prior to the reorganization and for the CSCI reporting unit immediately after the reorganization. In conjunction with our 2021 annual impairment test, during the three months ended December 31, 2021, we recorded an impairment charge in our Oral Care International reporting unit within our CSCI segment of $10.0 million. The change in fair value from previous estimates was driven by reduced projections of future cash flows resulting from increased costs throughout the global supply chain (refer to Note 10 ). Intangible Assets Intangible assets and the related accumulated amortization consisted of the following (in millions): Year Ended December 31, 2022 December 31, 2021 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: (1) Trademarks, trade names, and brands $ 3.2 $ — $ 3.5 $ — In-process research and development 55.4 — 1.8 — Total indefinite-lived intangibles $ 58.6 $ — $ 5.3 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 94.9 $ 58.1 $ 73.2 $ 56.9 Developed product technology, formulations, and product rights 484.8 211.8 300.2 191.4 Customer relationships and distribution networks 1,825.1 965.9 1,820.7 887.8 Trademarks, trade names, and brands 2,542.2 481.0 1,482.3 394.2 Non-compete agreements 2.0 2.0 2.1 2.1 Total definite-lived intangibles $ 4,949.0 $ 1,718.8 $ 3,678.5 $ 1,532.4 Total intangible assets $ 5,007.6 $ 1,718.8 $ 3,683.8 $ 1,532.4 (1) Certain intangible assets are denominated in currencies other than U.S. dollar; therefore, their gross and net carrying values are subject to foreign currency movements. On 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). The approval triggered a $10.0 million milestone payment to the licensor, which was made in the second quarter of 2022 and capitalized as a definite-lived intangible asset. We recorded an impairment charge of $0.9 million on certain IPR&D assets during the year ended December 31, 2021 due to changes in the projected development and regulatory timelines for various projects. We did not record any impairment charges in 2022 or 2020. The remaining weighted-average useful life for our amortizable intangible assets by asset class at December 31, 2022 was as follows: Amortizable Intangible Asset Category Remaining Weighted-Average Useful Life (Years) Distribution and license agreements and supply agreements 14 Developed product technology, formulations, and product rights 14 Customer relationships and distribution networks 14 Trademarks, trade names, and brands 17 We recorded amortization expense of $252.4 million, $210.0 million, and $212.2 million during the years ended December 31, 2022 , December 31, 2021, and December 31, 2020, respectively. Our estimated future amortization expense is as follows (in millions): Year Amount 2023 $ 275.8 2024 238.0 2025 231.4 2026 223.8 2027 218.3 Thereafter 2,042.9 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable. • Level 1: Quoted prices for identical instruments in active markets. • Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3: Valuations derived from techniques in which one or more significant inputs are not observable. The table below summarizes the valuation of our financial instruments carried at fair value by the above pricing categories (in millions): Year Ended December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Measured at fair value on a recurring basis: Assets: Investment securities $ 0.1 $ — $ — $ 0.4 $ — $ — Foreign currency forward contracts — 4.2 — — 5.7 — Foreign currency option contracts — — — — 5.0 — Interest Rate Swap Agreements — 3.0 — — — — Total assets $ 0.1 $ 7.2 $ — $ 0.4 $ 10.7 $ — Liabilities: Foreign currency forward contracts $ — $ 5.2 $ — $ — $ 2.4 $ — Cross-currency swap — 96.1 — — 13.8 — Total liabilities $ — $ 101.3 $ — $ — $ 16.2 $ — Measured at fair value on a non-recurring basis: Assets: Goodwill (1) $ — $ — $ — $ — $ — $ 71.7 Total assets $ — $ — $ — $ — $ — $ 71.7 Liabilities Liabilities held for sale, net (2) $ — $ — $ — $ — $ — $ 16.8 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 (refer to Note 3 ). There were no transfers within Level 3 fair value measurements during the years ended December 31, 2022 or December 31, 2021 (refer to Note 6 for information on our investment securities and Note 11 for a discussion of derivatives). Foreign Currency Forward Contracts We value the foreign currency forward contracts based on notional amounts, contractual rates, and observable market inputs, such as currency exchange rates and credit risk. Cross-currency Swaps We value the cross-currency swaps using a method which discounts the expected cash flows resulting from the derivative. We estimate the cash flows using the contractual term of the derivative, including the period to maturity and we use observable market-based inputs, including interest rate curves, and foreign exchange rate. Foreign Currency Option Contracts We valued the foreign currency option contract derivatives using an extension of the Black-Scholes Option Pricing Model ("BSOPM") which uses the strike price and expiry as inputs obtained from the contractual agreement. Additionally, the model uses risk-free interest rates, forward currency quotes, and option volatility assumptions obtained from the observable market. Interest Rate Swap Agreements We value the interest rate swaps using a method which discounts the expected cash flows resulting from the derivative. We estimate the cash flows using the contractual term of the derivative, including the period to maturity and we use observable market-based inputs, including interest rate curves, and swap pricing. 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. Goodwill, Intangible Assets, and Assets (liabilities) held for sale, net Oral Care Reporting Unit Goodwill During the year ended December 31, 2021, we prepared a goodwill impairment test utilizing a combination of comparable company and discounted cash flow techniques. In our comparable company market approach, we considered observable market information (Level 2 inputs). Our cash flow projections included revenue assumptions, gross margin and operating expenses based on the reporting unit’s growth plans (Level 3 inputs). In our discounted cash flow analysis, we used a long-term growth rate of 2.0%. We used a discount rate of 9.75% in the analysis, which correlates with the required investment return and risk that we believe market participants would apply to the projected growth rate. In addition, we burdened projected free cash flows with the capital spending deemed necessary to support the cash flows and applied blended jurisdictional tax rates ranging from 16.5% to 29.1%. We weighted indications of fair value resulting from the market approach and present value techniques, considering the reasonableness of the range of measurements and the point within the range that we determined was most representative of fair market conditions (refer to Note 9 ). Latin American businesses During the year ended December 31, 2021, as a result of our definitive agreement to sell our Latin American businesses, we prepared impairment tests on the net assets held for sale and goodwill related to this business. We determined the carrying value of this business exceeded the fair value and recorded impairments in the CSCA segment (refer to Note 9 ). Fixed Rate Long-term Debt Our fixed rate long-term debt consisted of the following (in millions): Year Ended December 31, 2022 December 31, 2021 Level 1 Level 2 Level 1 Level 2 Public bonds Carrying value (excluding discount) $ 2,544.4 $ — $ 2,760.0 $ — Fair value $ 2,225.4 $ — $ 2,847.2 $ — Private placement note Carrying value (excluding premium) $ — $ — $ — $ 153.5 Fair value $ — $ — $ — $ 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. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Foreign Currency Option Contracts We enter into foreign currency option contracts, both designated and non-designated, in order to manage the impact of fluctuations of foreign exchange on expected future purchases and related payables denominated in a foreign currency and to hedge the impact of fluctuations of foreign exchange on expected future sales and related receivables denominated in a foreign currency. In September 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 two non-designated currency option contracts with a total notional amount of $1.1 billion that were scheduled to mature in September 2022. In April 2022, due to market conditions, we unwound the two options and entered into two 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 $37.1 million, and within Other (income) expense we recorded a $16.2 million and $20.9 million loss for the year ended December 31, 2022 and December 31, 2021, respectively. Cross Currency Swaps In a cross-currency swap, interest payments and principal in one currency are exchanged for principal and interest payments in a different currency. Interest payments are exchanged at fixed intervals during the life of the agreement. Changes in the fair value of cross-currency swaps designated as net investment hedges are recognized as a component of OCI as a foreign currency translation adjustment and are recognized in earnings only upon the sale or substantial liquidation of the hedged net investment. In assessing the effectiveness of these hedges, we use a method based on changes in spot rates to measure the impact of the foreign currency exchange rate fluctuations on both our foreign subsidiary net investment and the related swap. Under this method, changes in the fair value of the hedging instrument, other than those due to changes in the spot rate, are initially recorded in OCI as a translation adjustment. The excluded component is recognized on a systematic and rational basis by accruing the swap payments and receipts within Interest expense, net. In April 2022, we entered into three fixed-for-fixed cross currency interest rate swaps designated as net investment hedges to hedge the EUR currency exposure of our investment in European operations. On October 25, 2022, we cash settled the swaps for $98.8 million in proceeds. On the same day, we replaced the terminated instruments with three new fixed-for-fixed cross currency interest rate swaps at market rates and designated the instruments as net investment hedges on our investment in European operations. The following are the terms and notional amounts outstanding: • $700 million notional amount outstanding from October 25, 2022 through December 15, 2024; • $700 million notional amount outstanding from October 25, 2022 through March 15, 2026; and • $100 million notional amount outstanding from October 25, 2022 through June 15, 2030. In August 2019, we entered into a cross-currency swap designated as a net investment hedge to hedge the Euro 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. We terminated this cross-currency swap on January 28, 2022. Interest Rate Swaps Interest rate swap agreements are contracts to exchange floating rate for fixed rate payments (or vice versa) over the life of the agreement without the exchange of the underlying notional amounts. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. In April 2022, to economically hedge the interest rate risk of the New Senior Secured Credit Facilities (as defined in Note 1 2 ) , we entered into five variable-to-fixed interest rate swap agreements. Three of the interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the 2022 Term Loan B Facility (as defined in Note 12 ). 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 two interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the 2022 Term Loan A Facility (as defined in Note 12 ). The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2027, on notional balances that decline from $487.5 million to $387.5 million over the term. As a designated cash flow hedge, gains and losses will be deferred in AOCI and recognized within Interest expense, net when interest is paid on the New Senior Secured Credit Facilities. There were no active designated or non-designated interest rate swaps as of December 31, 2021. Foreign Currency Forwards In a foreign currency forward, a contract is written to exchange currencies at a fixed exchange rate at a future settlement date. We designate foreign currency forwards primarily as cash flow hedges to protect against foreign currency fluctuations of probable forecasted purchases and sales. The settlement dates of foreign currency forwards range from 1 to 60 months. Notional amounts of foreign currency forward contracts were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 British Pound (GBP) $ 224.9 $ 135.8 European Euro (EUR) 61.7 232.6 Swedish Krona (SEK) 56.9 47.8 Danish Krone (DKK) 51.7 37.5 United States Dollar (USD) 51.7 22.9 Chinese Yuan (CNH) 34.4 37.7 Polish Zloty (PLZ) 25.2 21.0 Canadian Dollar (CAD) 24.9 29.0 Mexican Peso (MXN) 13.3 1.0 Norwegian Krone (NOK) 12.4 11.0 Hungarian Forint (HUF) 10.6 — Other (1) 25.9 11.8 Total $ 593.6 $ 588.1 (1) Number consists of various currencies notional amounts, none of which individually exceed $10.0 million in either year presented. Effects of Derivatives on the Financial Statements The below tables indicate the effects of all derivative instruments on the Consolidated Financial Statements. All amounts exclude income tax effects. The balance sheet location and gross fair value of our outstanding derivative instruments were as follows (in millions): Year Ended Derivatives Balance Sheet Location December 31, 2022 December 31, 2021 Designated derivative assets Foreign currency forward contracts Prepaid expenses and other current assets $ 1.1 $ 3.5 Interest rate swap agreements Prepaid expenses and other current assets 3.0 — Interest rate swap agreements Other non-current assets 47.5 — Foreign currency forward contracts Other non-current assets 0.7 1.3 Total designated derivatives $ 52.3 $ 4.8 Non-designated derivatives Foreign currency forward contracts Prepaid expenses and other current assets $ 2.4 $ 0.9 Foreign currency options Prepaid expenses and other current assets — 5.0 Total non-designated derivatives $ 2.4 $ 5.9 Designated derivative liabilities Foreign currency forward contracts Other accrued liabilities $ 4.2 $ 1.2 Cross-currency swap Other accrued liabilities 96.1 13.8 Total designated derivatives $ 100.3 $ 15.0 Non-designated derivatives Foreign currency forward contracts Other accrued liabilities $ 1.0 $ 1.2 The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Consolidated Statements of Operations were as follows (in millions): Year Ended Non-Designated Derivatives Income Statement Location December 31, 2022 December 31, 2021 December 31, 2020 Foreign currency forward contracts Other (income) expense, net $ 8.2 $ (5.1) $ (1.1) Interest expense, net (2.0) 1.3 3.5 $ 6.2 (3.8) $ 2.4 Foreign currency options Other (income) expense, net $ 16.2 $ 20.9 $ — The following tables summarize the effect of derivative instruments designated as hedging instruments in Accumulated Other Comprehensive Income ("AOCI") (in millions): Gain/(Loss) Reclassified from AOCI into Earnings Related to Amounts Excluded from Effectiveness Testing Amount Recorded in OCI (1) Classification Amount Classification Amount Recognized in Earnings on Derivatives Year Ended December 31, 2022 Cash flow hedges Treasury locks $ — Interest expense, net $ (0.1) Interest expense, net $ — Interest rate swap agreements 50.5 Interest expense, net 4.6 Interest expense, net — Foreign currency forward contracts 4.1 Net sales 1.6 Net sales (0.5) Cost of sales (4.8) Cost of sales (0.2) Other (income) expense, net (1.4) Total Cash flow hedges $ 54.6 $ 1.3 $ (2.1) Net investment hedges Cross-currency swap $ 5.3 Interest expense, net $ (17.2) Year Ended December 31, 2021 Cash flow hedges Treasury locks $ — Interest expense, net $ (0.1) Interest expense, net $ — Interest rate swap agreements — Interest expense, net (1.8) Interest expense, net — Foreign currency forward contracts 5.7 Net sales (2.5) Net sales — Cost of sales 0.8 Cost of sales 0.5 Other Income/Expense 0.7 Total Cash flow hedges $ 5.7 $ (3.6) $ 1.2 Net investment hedges Cross-currency swap $ (20.1) Interest expense, net $ (3.9) Year Ended December 31, 2020 Cash flow hedges Treasury locks $ — Interest expense, net $ (0.1) Interest expense, net $ — Interest rate swap agreements — Interest expense, net (1.8) Interest expense, net — Foreign currency forward contracts 5.0 Net sales 0.2 Net sales 0.1 Cost of sales 2.0 Cost of sales 0.9 Other Income/Expense 0.5 Total Cash flow hedges $ 5.0 $ 0.3 $ 1.5 Net investment hedges Cross-currency swap $ (20.0) Interest expense, net $ 6.6 Foreign currency forward contract $ (11.2) Interest expense, net $ (0.1) Total Net investment hedges $ (31.2) $ 6.5 (1) Net gain of $8.5 million is expected to be reclassified out of AOCI into earnings during 2023. The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions): Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Year Ended December 31, 2022 Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 4,451.6 $ 2,996.2 $ 156.0 $ 53.1 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 1.6 $ (4.8) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ (0.5) $ (0.2) $ — $ (1.4) Treasury locks Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.1) $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ 4.6 $ — Year Ended December 31, 2021 Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 4,138.7 $ 2,722.5 $ 125.0 $ 26.7 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (2.5) $ 0.8 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.5 $ — $ 0.7 Treasury locks Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.1) $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (1.8) $ — Year Ended December 31, 2020 Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 4,088.2 $ 2,593.3 $ 127.7 $ 16.3 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.2 $ 2.0 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ 0.1 $ 0.9 $ — $ 0.5 Treasury locks Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.1) $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (1.8) $ — Net foreign exchange losses totaled $59.9 million, $26.8 million, and $0.3 million for the years ended December 31, 2022 , December 31, 2021, and December 31, 2020, respectively. Therein, 2022 and 2021 included $16.2 million and $20.9 million of loss, respectively, for the change in fair value of the option contracts to hedge the foreign currency exposure of the euro-denominated purchase price for HRA Pharma. |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Indebtedness | INDEBTEDNESS On April 20, 2022, we and our wholly owned subsidiary, Perrigo Investments, LLC, entered into new senior secured credit facilities consisting of (i) a $1.0 billion five-year revolving credit facility (the “2022 Revolver”), (ii) a $500 million five-year Term Loan A facility (the “2022 Term Loan A Facility”), and (iii) a $1.1 billion seven-year Term Loan B facility (the “2022 Term Loan B Facility” and, together with the 2022 Revolver and 2022 Term Loan A Facility, the “New Senior Secured Credit Facilities”), pursuant to a new Term Loan and Revolving Credit Agreement. The New Senior Secured Credit Facilities are guaranteed, along with any hedging or cash management obligations entered into with a lender, by us and certain of our direct and indirect wholly-owned subsidiaries organized in the United States, Ireland, Belgium and England and Wales (subject to certain exceptions) (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries and Perrigo Investments, LLC provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.300% Notes due 2043 issued by the Company, and the Guarantor Subsidiaries, Perrigo Investments, LLC and the Company provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 3.900% Notes due 2024, the 4.375% Notes due 2026, the 4.400% Notes due 2030 and the 4.900% Notes due 2044 issued by Perrigo Investments, LLC. Total borrowings outstanding are summarized as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Term loan 2019 Term loan due August 15, 2022 (1) $ — $ 600.0 2022 Term loan A due April 1, 2027 (3) 493.8 — 2022 Term loan B due April 1, 2029 (3) 1,094.5 — $ 1,588.3 $ 600.0 Notes and bonds Coupon Due 5.105% July 28, 2023 (1,2) — 153.5 4.000% November 15, 2023 (1,6) — 215.6 3.900% December 15, 2024 (4) 700.0 700.0 4.375% March 15, 2026 (7) 700.0 700.0 4.400% June 15, 2030 (5) 750.0 750.0 5.300% November 15, 2043 (6) 90.5 90.5 4.900% December 15, 2044 (4) 303.9 303.9 Total notes and bonds 2,544.4 2,913.5 Other financing 20.6 25.8 Unamortized premium (discount), net (15.9) (4.8) Deferred financing fees (30.8) (14.0) Total borrowings outstanding 4,106.6 3,520.5 Current indebtedness (36.2) (603.8) Total long-term debt less current portion $ 4,070.4 $ 2,916.7 (1) Redeemed in connection with the New Senior Secured Credit-Facilities entered into during the second quarter of 2022 (2) Debt assumed from Omega Pharma Invest N.V., ("Omega") denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate. (3) Discussed below collectively as the "New Senior Secured Credit Facilities" (4) Discussed below collectively as the "2014 Notes" (5) Discussed below as the "2020 Notes". The coupon rate noted above is that as of December 31, 2022 following a step up in rate from 3.900% to 4.400% starting after June 15, 2022. (6) Discussed below collectively as the "2013 Notes (7) Discussed below as part of the "2016 Notes" Revolving Credit Agreements On April 20, 2022 we terminated the revolving credit agreement maturing in March 2023 (the "2018 Revolver") and entered into a $1.0 billion revolving credit agreement (the “2022 Revolver”), maturing on April 20, 2027. There were no borrowings outstanding under the 2022 Revolver or the 2018 Revolver as of December 31, 2022 or December 31, 2021. Term Loans New Senior Secured Credit Facilities (2022 Term Loan A Facility and 2022 Term Loan B Facility) On April 20, 2022, Perrigo Investments, LLC entered into new senior secured credit facilities that consist of a $500 million five-year Term Loan A facility (the “2022 Term Loan A Facility”), and a $1.1 billion seven-year Term Loan B facility (the “2022 Term Loan B Facility”). We repaid the prior $600.0 million term loan, maturing on August 15, 2022 (the "2019 Term Loan") with the proceeds of the New Senior Secured Credit Facilities. The remaining $500.0 million of proceeds were used to redeem the 4.00% Senior Notes due 2023 (the "4.000% 2023 Notes") and the 5.1045% Guaranteed Senior Notes due 2023 (the '2023 Notes') on May 19, 2022 ("the 2023 Notes"). In relation to the New Senior Secured Credit Facilities, we deferred $31.3 million of financing fees, which will be amortized to interest expense over the term of the facilities. We recorded $8.9 million in Loss on extinguishment of debt on the Condensed Statement of Operations, consisting of the write-off of certain new and previously deferred financing fees and make whole payments due in connection with the redemption of the 4.00% Senior Notes due 2023. The proceeds from the New Senior Secured Credit Facilities were also used, in part, along with cash on hand, to fund the acquisition of HRA Pharma (Refer to Note 3). We had $1.094 billion and $493.8 million outstanding under our 2022 Term Loan B Facility and 2022 Term Loan A Facility as of December 31, 2022, respectively. During the six months ended December 31, 2022, principal repayments of $5.5 million and $6.2 million were made on the Term Loan B Facility and 2022 Term Loan A Facility, respectively. 2019 Term Loan In August 2019, we refinanced a prior term loan with the $600.0 million proceeds from the 2019 Term Loan, which was due to mature August 15, 2022. The 2019 Term Loan was repaid in full in April 2022 as part of the New Senior Secured Credit Facilities. Debt Covenants We are subject to financial covenants in the New Senior Secured Credit Facilities. The new agreements contain financial covenants that require the Borrower and its restricted subsidiaries to (a) not exceed a maximum first lien secured net leverage ratio of 3.00 to 1.00 at the end of each fiscal quarter and (b) not fall below a minimum interest coverage ratio of 3.00 to 1.00 at the end of each fiscal quarter, provided that such covenants apply only to the 2022 Revolver and the 2022 Term Loan A Facility. If we consummate certain qualifying acquisitions during the term of the loan, the maximum first lien secured net leverage ratio covenant would increase to 3.25 to 1.00 for such quarter and the three following fiscal quarters thereafter. Notes and Bonds 2020 Notes and 2021 Notes Redemption On June 19, 2020, Perrigo Finance Unlimited Company issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 and received net proceeds of $737.1 million after the underwriting discount and offering expenses. Interest on the 2020 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. Due to credit ratings downgrades by S&P and Moody's in the third quarter of 2021 and the first quarter of 2022 respectively, the interest of the 2020 Notes stepped up from 3.150% to 3.900%, starting after December 15, 2021 and from 3.900% to 4.400% starting after June 15, 2022. The 2020 Notes will mature on June 15, 2030 and are governed by a base indenture and a third supplemental indenture (collectively, the "2020 Indenture"). The 2020 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo. Perrigo Finance may redeem the 2020 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2020 Indenture. On July 6, 2020, the proceeds of the 2020 Notes were used to fund the redemption of Perrigo Finance's $280.4 million of 3.500% Senior Notes due March 15, 2021 and $309.6 million of 3.500% Senior Notes due December 15, 2021. The balance was used for general corporate purposes. As a result of the early redemption of the $280.4 million of 3.500% Senior Notes due 2021 and $309.6 million of 3.500% Senior Notes due 2021, during the year ended December 31, 2020, we recorded a loss of $20 million in Loss on extinguishment of debt on the Consolidated Statements of Operations. 2016 Notes On March 7, 2016, Perrigo Finance issued $500.0 million in aggregate principal amount of 3.500% senior notes due 2021 and $700.0 million in aggregate principal amount of 4.375% senior notes due 2026 (together, the "2016 Notes") and received net proceeds of $1.2 billion after fees and market discount. Interest on the 2016 Notes is payable semi-annually in arrears in March and September of each year, beginning in September 2016. The 2016 Notes are governed by a base indenture and a second supplemental indenture (collectively, the "2016 Indenture"). The 2016 Notes are fully and unconditionally guaranteed on a senior basis by Perrigo, and no other subsidiary of Perrigo guarantees the 2016 Notes. The proceeds were used to repay our revolving credit agreement entered into in December 2014 and amounts borrowed under a $750.0 million revolving credit agreement Perrigo Finance had entered into in December 2015. There are no restrictions under the 2016 Notes on our ability to obtain funds from our subsidiaries. Perrigo Finance may redeem the 2016 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2016 Indenture. During the year ended December 31, 2017, we repaid $219.6 million of the 3.500% senior notes due 2021. On July 6, 2020, we repaid the remaining $280.4 million of 3.500% senior notes due 2021, as discussed above under the heading 2020 Notes and 2021 Notes Redemption. 2023 Notes In connection with the Omega acquisition, on March 30, 2015, the assumed debt included €135.0 million ($147.0 million) in aggregate principal amount of 5.105% senior notes due 2023 (the "2023 Notes"). The 2023 Notes were redeemed in full in May 2022 as discussed above under the heading New Senior Secured Credit Facilities. 2014 Notes On December 2, 2014, Perrigo Finance issued $500.0 million in aggregate principal amount of 3.500% senior notes due 2021 (the "2021 Notes”), $700.0 million in aggregate principal amount of 3.900% senior notes due 2024 (the “2024 Notes”), and $400.0 million in aggregate principal amount of 4.900% senior notes due 2044 (the “2044 Notes” and, together with the 2021 Notes and the 2024 Notes, the “2014 Notes”) and received net proceeds of $1.6 billion after fees and market discount. Interest on the 2014 Notes is payable semi-annually in arrears in June and December of each year, beginning in June 2015. The 2014 Notes are governed by a base indenture and a first supplemental indenture (collectively, the "2014 Indenture"). The 2014 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo, and no other subsidiary of Perrigo guarantees the 2014 Notes. There are no restrictions under the 2014 Notes on our ability to obtain funds from our subsidiaries. Perrigo Finance may redeem the 2014 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2014 Indenture. During the year ended December 31, 2017, we repaid $96.1 million of the 4.900% senior notes due 2044 and $190.4 million of the 3.500% senior notes due 2021. On July 6, 2020, we repaid the remaining $309.6 million of the 3.500% notes due 2021, as discussed above under the heading 2020 Notes and Notes Redemption. 2013 Notes On November 8, 2013, Perrigo Company issued $500.0 million aggregate principal amount of its 1.300% senior notes due 2016 (the "1.300% 2016 Notes"), $600.0 million aggregate principal amount of its 2.300% senior notes due 2018 (the "2018 Notes"), $800.0 million aggregate principal amount of its 4.000% senior notes due 2023 (the "4.000% 2023 Notes") and $400.0 million aggregate principal amount of its 5.300% senior notes due 2043 (the "2043 Notes" and, together with the 1.300% 2016 Notes, the 2018 Notes and the 4.000% 2023 Notes, the "2013 Notes") in a private placement with registration rights. We received net proceeds of $2.3 billion from the issuance of the 2013 Notes after fees and market discount. On September 29, 2016, we repaid all $500.0 million of the 1.300% 2016 Notes outstanding. During the year ended December 31, 2017, we made the following debt repayments: all $600.0 million of the 2018 Notes, $584.4 million of the 4.000% 2023 Notes, and $309.5 million of the 2043 Notes. The balance $215.6 million of the 4.000% 2023 Notes was repaid in full in May 2022 as discussed above under the heading New Senior Secured Credit Facilities. Interest on the 2013 Notes is payable semi-annually in arrears in May and November of each year, beginning in May 2014. The 2013 Notes are governed by a base indenture and a first supplemental indenture (collectively, the "2013 Indenture"). The 2013 Notes are our unsecured and unsubordinated obligations, ranking equally in right of payment to all of our existing and future unsecured and unsubordinated indebtedness. The 2013 Notes are not entitled to mandatory redemption or sinking fund payments. We may redeem the 2013 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2013 Indenture. The 2013 Notes were guaranteed on an unsubordinated, unsecured basis by the same entities that guaranteed our then-outstanding credit agreement until November 21, 2014, at which time the 2013 Indenture was amended to remove all guarantors. On September 2, 2014, we offered to exchange our private placement senior notes for public bonds (the "Exchange Offer"). The Exchange Offer expired on October 1, 2014, at which time substantially all of the private placement notes had been exchanged for bonds registered with the Securities and Exchange Commission. As a result of the changes in the guarantor structure noted above, we are no longer required to present guarantor financial statements. 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". There we re no bo rrowings outstanding under the facilities as of December 31, 2022 and December 31, 2021. We have financing leases that are reported in the above table under "Other financing" (refer to Note 8 ). Future Maturities The annual future maturities of our short-term and long-term debt, including capitalized leases and excluding deferred financing fees, are as follows (in millions): Payment Due Amount 2023 $ 36.2 2024 739.5 2025 39.5 2026 739.5 2027 411.3 Thereafter 2,187.3 |
Post-Employment Plans
Post-Employment Plans | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
Post-Employment Plans | POST-EMPLOYMENT PLANS Defined Contribution Plans We have a qualified profit-sharing and investment plan under Section 401(k) of the IRS, which covers substantially all U.S. employees. Our contributions to the plan include an annual nondiscretionary contribution of 3% of an employee's eligible compensation and a discretionary contribution at the option of the Board of Directors. Additionally, we match a portion of employees' contributions. We also have a defined contribution plan that covers our Ireland employees. We contribute up to 18% of each participating employee’s annual eligible salary on a monthly basis. We assumed a number of defined contribution plans associated with the Omega acquisition and we pay contributions to the pension insurance plans. Our contributions to all of the plans were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 29.8 $ 28.0 $ 27.3 Pension and Post-Retirement Healthcare Benefit Plans We have a number of defined benefit plans for employees based in Europe. These plans are managed externally and the related pension costs and liabilities are assessed at least annually in accordance with the advice of a qualified professional actuary. We used a December 31, 2022 measurement date and all plan assets and liabilities are reported as of that date. We provide certain healthcare benefits to eligible U.S. employees and their dependents who meet certain age and service requirements when they retire. Generally, benefits are provided to eligible retirees after age 65 and to their dependents. Increases in our contribution for benefits are limited to increases in the Consumer Price Index. Additional healthcare cost increases are paid through participant contributions. We accrue the expected costs of such benefits during a portion of the employees’ years of service. The plan is not funded. Under current plan provisions, the plan is not eligible for any U.S. federal subsidy related to the Medicare Modernization Act of 2003 Part D Subsidy. The change in the projected benefit obligation and plan assets consisted of the following (in millions): Pension Benefits Other Benefits Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Projected benefit obligation at beginning of period $ 202.6 $ 214.3 $ 3.0 $ 3.5 Net acquisitions/(disposals) (1.3) — — — Service costs 3.3 3.9 — — Interest cost 2.7 2.6 0.1 0.1 Actuarial loss (gain) (64.7) 6.1 (1.0) (0.5) Contributions paid 0.3 0.3 — — Benefits paid (1.5) (2.0) (0.1) (0.1) Settlements (1.7) (7.9) — — Foreign currency translation (12.2) (14.7) — — Projected benefit obligation at end of period $ 127.5 $ 202.6 $ 2.0 $ 3.0 Fair value of plan assets at beginning of period 181.7 189.1 — — Disposals (1.1) — — — Actual return on plan assets (34.2) 12.6 — — Benefits paid (1.5) (2.0) (0.1) (0.1) Settlements (1.7) (7.9) — — Employer contributions 2.3 2.7 0.1 0.1 Contributions paid 0.3 0.3 — — Foreign currency translation (11.2) (13.1) — — Fair value of plan assets at end of period $ 134.6 $ 181.7 $ — $ — Funded/ (unfunded) status $ 7.1 $ (20.9) $ (2.0) $ (3.0) Presented as: Other non-current assets $ 32.4 $ 21.2 $ — $ — Current assets held for sale $ — $ 0.4 $ — $ — Other non-current liabilities $ (25.3) $ (39.1) $ (2.0) $ (3.0) Current liabilities held for sale $ — $ (3.4) $ — $ — The total accumulated benefit obligation for the defined benefit pension plans was $121.7 million and $194.9 million at December 31, 2022 and December 31, 2021 respectively. The following information relates to pension plans with an accumulated benefit obligation in excess of plan assets (in millions): Year Ended December 31, 2022 December 31, 2021 Accumulated benefit obligation $ 62.4 $ 104.7 Fair value of plan assets $ 42.9 $ 70.0 The following information relates to pension plans with a projected benefit obligation in excess of plan assets (in millions): Year Ended December 31, 2022 December 31, 2021 Projected benefit obligation $ 68.2 $ 112.5 Fair value of plan assets $ 42.9 $ 70.0 The following unrecognized actual gain for the other benefits liability was included in OCI, net of tax (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 0.9 $ 0.6 $ 0.2 The unamortized net actuarial loss (gain) in AOCI net of tax for defined benefit pension and other benefits was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ (7.1) $ 9.9 $ 11.6 The estimated amount to be recognized from AOCI into net periodic cost during the next year is $0.5 million. At December 31, 2022, the total estimated future benefit payments to be paid by the plans for the next five years is approximately $14.6 million for pension benefits and $0.9 million for other benefits as follows (in millions): Payment Due Pension Benefits Other Benefits 2023 $ 2.2 $ 0.1 2024 2.6 0.2 2025 2.8 0.2 2026 3.4 0.2 2027 3.6 0.2 Thereafter 27.4 0.8 The expected benefits to be paid are based on the same assumptions used to measure our benefit obligation at December 31, 2022, including the expected future employee service. We expect to contribute $1.9 million to the defined benefit plans within the next year. Net periodic pension cost consisted of the following (in millions): Pension Benefits Other Benefits Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2022 December 31, 2021 December 31, 2020 Service cost $ 3.3 $ 3.9 $ 2.7 $ — $ — $ — Interest cost 2.7 2.6 2.8 0.1 0.1 0.1 Expected return on assets (4.9) (5.5) (4.9) — — — Settlement 0.1 1.1 — — — — Curtailment — — — — — — Net actuarial loss/(gain) 0.1 0.1 0.9 (0.6) (1.4) (3.2) Net periodic pension cost/(gain) $ 1.3 $ 2.2 $ 1.5 $ (0.5) $ (1.3) $ (3.1) The components of the net periodic pension cost, other than the service cost component, are included in the line item Other (income) expense, net in the Consolidated Statement of Operations. The increase in the discount rate from 1.18% to 3.92% has decreased the liability. This increase of 2.74% versus the discount rate used at December 31, 2021 is primarily attributable to the increase in bond yields across the Euro zone. The weighted-average assumptions used to determine net periodic pension cost and benefit obligation were: Pension Benefits Other Benefits Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2022 December 31, 2021 December 31, 2020 Discount rate 3.92 % 1.18 % 0.95 % 5.19 % 2.14 % 3.14 % Inflation 2.31 % 2.10 % 1.33 % Expected return on assets 2.84 % 1.55 % 1.76 % Interest crediting rates 0.74 % 0.34 % 0.59 % The discount rate is based on market yields at the valuation date and chosen with reference to the yields available on high quality corporate bonds, with regards to the duration of the plan's liabilities. As of December 31, 2022, the expected weighted-average long-term rate of return on assets of 2.8% was calculated based on the assumptions of the following returns for each asset class: Equities 6.4 % Bonds 3.3 % Absolute return fund 4.1 % Insurance contracts 1.6 % Other 4.0 % The investment mix of the pension plans' assets is a blended asset allocation, with a diversified portfolio of shares listed and traded on recognized exchanges. Certain of our plans have target asset allocation ranges. As of December 31, 2022, these ranges were as follows: Equities 20%-30% Bonds 40%-50% Absolute return 10%-20% Other plans do not have target asset allocation ranges, for such plans, the strategy is to invest mainly in Insurance Contracts. The purpose of the pension funds is to provide a flow of income for members in retirement. A flow of income delivered through fixed interest bonds provides a costly but close match to this objective. Equities are held within the portfolio as a means of reducing this cost, but holding equities creates a strategic risk because they give a very different pattern of return. Property investments are held to help diversify the portfolio. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and investment portfolio reviews. The following table sets forth the fair value of the pension plan assets (in millions): Year Ended December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Equities $ — $ 35.6 $ — $ 35.6 $ 0.1 $ 41.2 $ — $ 41.3 Bonds — 22.7 — 22.7 1.0 42.5 — 43.5 Insurance contracts — — 46.2 46.2 — — 63.3 63.3 Absolute return fund — 23.3 — 23.3 — 23.7 — 23.7 Other — 6.8 — 6.8 — 9.9 — 9.9 Total $ — $ 88.4 $ 46.2 $ 134.6 $ 1.1 $ 117.3 $ 63.3 $ 181.7 The following table sets forth a summary of the changes in the fair value of the Level 3 pension plan assets, which were measured at fair value on a recurring basis (in millions): Year Ended December 31, 2022 December 31, 2021 Assets at beginning of year $ 63.3 $ 64.2 Actual return on plan assets (15.8) 1.9 Purchases, sales and settlements, net 1.5 1.1 Foreign exchange (2.8) (3.9) Assets at end of year $ 46.2 $ 63.3 The fair value of the insurance contracts is an estimate of the amount that would be received in an orderly sale to a market participant at the measurement date. The amount the plan would receive from the contract holder if the contracts were terminated is the primary input and is unobservable. The insurance contracts are therefore classified as Level 3 investments. Deferred Compensation Plans We have non-qualified plans related to deferred compensation and executive retention that allow certain employees and directors to defer compensation subject to specific requirements. Although the plans are not formally funded, we own insurance policies that had a cash surrender value of $35.4 million and $38.4 million at December 31, 2022 and December 31, 2021, respectively, that are intended as a long-term funding source for these plans. The assets, which are recorded in Other non-current assets, are not a committed funding source and may, under certain circumstances, be subject to claims from creditors. The deferred compensation liability of $29.2 million and $31.6 million at December 31, 2022 and December 31, 2021, respectively, was recorded in Other non-current liabilities. |
Earnings Per Share And Sharehol
Earnings Per Share And Shareholder's Equity | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Shareholders' Equity | EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY Earnings per Share A reconciliation of the numerators and denominators used in our basic and diluted earnings per share ("EPS") calculation is as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Numerator: Income (loss) from continuing operations (130.9) (130.9) 44.2 Income (loss) from discontinued operations, net of tax (9.7) 62.0 (206.8) Net income (loss) $ (140.6) $ (68.9) $ (162.6) Denominator: Weighted average shares outstanding for basic EPS 134.5 133.6 136.1 Dilutive effect of share-based awards* — — 1.1 Weighted average shares outstanding for diluted EPS 134.5 133.6 137.2 *In the period of a loss from continuing operations, diluted shares equal basic shares Shareholders' Equity Our common stock consists of ordinary shares of Perrigo Company plc, a public limited company incorporated under the laws of Ireland. Our common equity has traded on the New York Stock Exchange under the symbol PRGO since June 6, 2013. Prior to that, our common equity traded on the Nasdaq Global Select Market under the same symbol. Our common equity was also traded on the Tel Aviv Stock Exchange (“TASE”) under the same symbol between March 16, 2005 and February 23, 2022, when we voluntarily delisted from trading in connection with the Rx business divestiture. Dividends We paid dividends as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Dividends paid (in millions) $ 142.4 $ 129.6 $ 123.9 Dividends paid (per share) $ 1.04 $ 0.96 $ 0.90 The declaration and payment of dividends and the amount paid, if any, are subject to the discretion of the Board of Directors and depend on our earnings, financial condition, availability of distributable reserves, capital and surplus requirements and other factors the Board of Directors may consider relevant. Share Repurchases In October 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 not purchase any shares during the years ended December 31, 2022 and December 31, 2021. During the year ended December 31, 2020, we repurchased 3.4 million ordinary shares at an average purchase price of $48.28 per share for a total of $164.2 million under the 2018 Authorization . As of December 31, 2022 the approximate value of shares available for purchase under the 2018 Authorization was $835.8 million . |
Share-Based Compensation Plans
Share-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation Plans | SHARE-BASED COMPENSATION PLANS All share-based compensation for employees and directors is granted under the 2019 Long-Term Incentive Plan, as amended (the "Plan"), which has been approved by our shareholders. The purpose of the Plan is to attract and retain individuals of exceptional talent and encourage these individuals to acquire a vested interest in our success and prosperity. The awards that may be granted under this program include non-qualified stock options, stock appreciation rights, restricted stock and restricted share units. Restricted shares are generally service-based, requiring a certain length of service before vesting occurs, while restricted share units can be either service-based or performance-based. Performance-based restricted share units also require a certain length of service until vesting, but contain an additional performance feature, which can vary the amount of shares ultimately paid out based on certain performance criteria specified in the Plan or award Performance share units that are based on relative total shareholder return are subject to a market condition. Awards granted under the Plan vest and may be exercised and/or sold from one year to ten years after the date of grant based on a vesting schedule. As of December 31, 2022, there were 6.2 million shares available to be granted. Share-based compensation expense was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 54.9 $ 57.0 $ 53.3 As of December 31, 2022, unrecognized share-based compensation expense was $50.9 million, and the weighted-average period over which the expense is expected to be recognized was approximately 1.4 years. Proceeds from the exercise of stock options are credited to ordinary shares. Stock Options A summary of activity related to stock options is presented below (options in thousands): Number of Weighted-Average Weighted- Aggregate Options outstanding at December 31, 2020 1,344 $ 93.61 5.2 $ — Forfeited or expired (96) $ 91.10 Options outstanding at December 31, 2021 1,248 $ 93.80 4.4 $ — Forfeited or expired (117) $ 102.86 Options outstanding December 31, 2022 1,131 $ 92.87 3.7 $ — Options exercisable 1,131 $ 92.87 3.7 $ — Options expected to vest — $ — 0.0 $ — The aggregate intrinsic value for options exercised and the weighted-average fair value per share at the grant date for options granted was zero for the years ended December 31, 2022, December 31, 2021, and December 31, 2020. Non-Vested Service-Based Restricted Share Units A summary of activity related to non-vested service-based restricted share units is presented below (units in thousands): Number of Weighted- Weighted- Aggregate Non-vested service-based share units outstanding at December 31, 2020 1,620 $ 55.82 1.0 $ 72.5 Granted 1,197 $ 41.36 Vested (782) $ 60.43 Forfeited (101) $ 46.32 Non-vested service-based share units outstanding at December 31, 2021 1,934 $ 45.52 0.8 $ 75.2 Granted 1,305 $ 36.53 Vested (1,070) $ 46.19 Forfeited (128) $ 41.12 Non-vested service-based share units outstanding at December 31, 2022 2,041 $ 39.69 0.9 $ 69.6 The weighted-average fair value per share at the date of grant for service-based restricted share units granted was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 36.53 $ 41.36 $ 54.68 The total fair value of service-based restricted share units that vested was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 49.4 $ 47.2 $ 25.9 Non-Vested Performance-Based Restricted Share Units A summary of activity related to non-vested performance-based restricted share units is presented below (units in thousands): Number of Weighted- Weighted- Aggregate Non-vested performance-based share units outstanding at December 31, 2020 751 $ 57.13 1.4 $ 33.6 Granted 381 $ 41.04 Vested (188) $ 75.58 Forfeited (26) $ 47.74 Non-vested performance-based share units outstanding at December 31, 2021 918 $ 47.10 1.2 $ 35.7 Granted 473 $ 36.48 Vested (300) $ 47.59 Forfeited (22) $ 43.93 Non-vested performance-based share units outstanding at December 31, 2022 1,069 $ 42.28 1.4 $ 36.4 The weighted-average fair value of performance-based restricted share units can fluctuate depending upon the success or failure of the achievement of performance criteria as set forth in the Plan. The weighted-average fair value per share at the date of grant for performance-based restricted share units granted was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 36.48 $ 41.04 $ 55.08 The total fair value of performance-based restricted share units that vested was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 14.3 $ 14.2 $ 12.7 Non-vested Relative Total Shareholder Return Performance Share Units The fair value of the RTSR performance share units is determined using the Monte Carlo pricing model as the number of shares to be awarded is subject to a market condition. The valuation model considers a range of possible outcomes, and compensation cost is recognized regardless of whether the market condition is actually satisfied. The assumptions used in estimating the fair value of the RTSR performance share units granted during each year were as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Dividend yield 2.9 % 2.3 % 1.6 % Volatility, as a percent 37.3 % 44.0 % 40.4 % Risk-free interest rate 1.7 % 0.3 % 0.6 % Expected life in years 2.8 2.8 2.8 A summary of activity related to non-vested RTSR performance share units is presented below (units in thousands): Number of Weighted- Weighted- Aggregate Non-vested RTSR performance share units outstanding at December 31, 2020 176 $ 65.04 1.5 $ 7.9 Granted 69 $ 41.20 Vested (9) $ 52.52 Non-vested RTSR performance share units outstanding at December 31, 2021 236 $ 53.85 1.2 $ 9.2 Granted 54 $ 40.80 Vested — $ — Non-vested RTSR performance share units outstanding at December 31, 2022 290 $ 47.36 1.4 $ 9.9 * Midpoint used in calculation. The weighted-average fair value per share at the date of grant for RTSR performance share units granted was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 40.80 $ 41.20 $ 67.72 The total fair value of RTSR performance share units that vested was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ — $ 0.5 $ 1.5 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in our AOCI balances, net of tax, were as follows (in millions): Fair Value of Derivative Financial Instruments, net of tax Foreign Currency Translation Adjustments (1) Post-Employment Plan Adjustments, net of tax (1) Total AOCI Balance at December 31, 2020 $ (0.7) $ 407.3 $ (11.6) $ 395.0 OCI before reclassifications (24.9) (339.9) 7.4 (357.4) Amounts reclassified from AOCI 3.6 — (5.7) (2.1) Other comprehensive income (loss) (21.3) (339.9) 1.7 (359.5) Balance at December 31, 2021 (22.0) 67.4 (9.9) 35.5 OCI before reclassifications 47.8 (82.4) 22.3 (12.3) Amounts reclassified from AOCI (1.3) (43.6) (5.3) (50.2) Other comprehensive income (loss) 46.5 (126.0) 17.0 (62.5) Balance at December 31, 2022 $ 24.5 $ (58.6) $ 7.1 $ (27.0) (1) Amounts reclassified from AOCI relate to the divestiture of the Latin American businesses and Rosemont Pharmaceuticals. Refer to Note 3 for more information. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | 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): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Supply Chain Reinvention (1) Other Initiatives (1) Total Total Total Beginning balance $ — $ 6.9 $ 6.9 $ 9.1 $ 19.5 Additional charges 24.3 18.2 42.5 16.9 3.2 Payments (22.1) (7.7) (29.8) (19.0) (14.2) Non-cash adjustments — 0.2 0.2 (0.1) 0.6 Ending balance $ 2.2 $ 17.6 $ 19.8 $ 6.9 $ 9.1 (1) Supply Chain Reinvention was announced in 2022 and as a result separately disclosed from Other Initiatives. The charges incurred during the year ended December 31, 2022 were primarily associated with actions taken on supply chain restructuring and HRA integration activities. The charges incurred during the year ended December 31, 2021, were primarily associated with actions taken to streamline the organization. The charges incurred during the year ended December 31, 2020 were also primarily associated with actions takes to streamline the organization. Of the amount recorded during the year ended December 31, 2022, $29.4 million was related to our CSCI segment, due primarily to supply chain restructuring and HRA Pharma integration initiatives and $2.5 million was related to our CSCA segment, due primarily to actions taken to streamline the organization. Of the amount recorded during the year ended December 31, 2021, $6.1 million was related to our CSCI segment, also due primarily to various integration initiatives, and $7.9 million was allocated to our CSCA segment, due primarily to actions taken to streamline the organization. For year ended December 31, 2020, $1.4 million related to our CSCI segment also due primarily to various integration initiatives. The remaining charges for all years were reported in our Unallocated segment. There were no other material restructuring programs in any of the periods presented. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Pre-tax income (loss) and the (benefit) provision for income taxes from continuing operations are summarized as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Pre-tax income (loss): Ireland $ (212.8) $ 341.9 $ (179.9) United States (38.2) (35.3) 91.5 Other foreign 111.9 (47.9) 94.3 Total pre-tax income (loss) (139.1) 258.7 5.9 Current provision (benefit) for income taxes: Ireland 2.8 303.6 0.1 United States (7.8) 14.9 4.5 Other foreign 30.8 81.3 34.9 Subtotal 25.8 399.8 39.5 Deferred provision (benefit) for income taxes: Ireland 0.7 0.4 (0.1) United States (8.6) 3.3 (64.2) Other foreign (26.1) (13.9) (13.5) Subtotal (34.0) (10.2) (77.8) Total provision for income taxes $ (8.2) $ 389.6 $ (38.3) A reconciliation of the provision based on the Irish statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Provision at statutory rate 12.5 % 12.5 % 12.5 % Foreign rate differential 25.9 1.5 (952.9) State income taxes, net of federal benefit (0.3) 0.2 139.7 Provision to return (0.5) 0.4 144.3 Tax credits 18.6 (19.6) (229.3) Change in tax law 0.7 1.5 46.5 Change in valuation allowance (7.6) 17.1 (1,331.7) Change in unrecognized taxes 4.4 116.5 437.3 Permanent differences (42.3) 1.6 1,624.8 Legal entity restructuring (4.6) 18.6 (561.9) Taxes on unremitted earnings (0.8) 0.2 (0.1) Other (0.1) 0.1 15.0 Effective income tax rate 5.9 % 150.6 % (655.8) % Deferred income taxes arise from temporary differences between the financial reporting and the tax reporting basis of assets and liabilities and operating loss and tax credit carryforwards for tax purposes. The components of our net deferred income tax asset (liability) are presented on a total company basis as follows (in millions): Year Ended Deferred income tax asset (liability): December 31, 2022 December 31, 2021 Depreciation and amortization $ (511.5) $ (320.5) Right of use assets (52.6) (42.5) Unremitted earnings (3.8) 19.6 Inventory basis differences 28.7 29.4 Accrued liabilities 26.5 38.3 Lease obligations 52.3 43.2 Share-based compensation 21.4 27.5 Federal benefit of unrecognized tax positions 18.7 21.7 Loss and credit carryforwards 360.8 341.7 R&D credit carryforwards 32.2 39.4 Capitalized R&D costs 17.5 — Interest carryforwards 13.5 6.9 Other, net 29.7 13.2 Subtotal $ 33.4 $ 217.9 Valuation allowance (1) (394.5) (450.7) Net deferred income tax liability $ (361.1) $ (232.8) (1) The movement in the valuation allowance balance differs from the amount in the effective tax rate reconciliation due to adjustments affecting balance sheet only items and foreign currency. The above amounts are classified on the Consolidated Balance Sheets as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Assets $ 7.1 6.5 Liabilities (368.2) (239.3) Net deferred income tax liability $ (361.1) (232.8) The change in valuation allowance reducing deferred taxes was (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Balance at beginning of period $ 450.7 $ 414.8 $ 501.3 Change in assessment (1) (14.8) 39.1 (50.3) Current year operations, foreign currency and other (41.4) (3.2) (36.2) Balance at end of period $ 394.5 $ 450.7 $ 414.8 (1) Includes reductions of $16.0 million in 2022 related primarily to projected utilization of capital losses, additions of $40.0 million related primarily to our Latin American businesses in 2021, and release of $51.5 million of valuation allowance against U.S. deferred tax assets in 2020. We have U.S. state credit carryforwards and U.S. R&D credit carryforwards of $35.7 million as well as U.S. federal and state net operating loss carryforwards and non-U.S. net operating loss carryforwards of $334.9 million, which will expire at various times through 2042. The remaining U.S. and non-US credit carryforwards of $9.0 million, U.S. federal and non-US loss carryforwards of $1.3 billion, and U.S. interest carryforwards of $58.4 million have no expiration. For the year ended December 31, 2022 we recorded a net decrease in valuation allowances of $56.2 million, comprised primarily of a decrease in valuation allowance on deferred tax assets related to our Latin American businesses which were sold in 2022. For the year ended December 31, 2021 we recorded a net increase in valuation allowances of $35.9 million, comprised primarily of an increase of valuation allowance for deferred tax assets related to our Latin American businesses include as held for sale. Valuation allowances are determined based on management's assessment of its deferred tax assets that are more likely than not to be realized. We recorded a valuation allowance against all U.S. deferred tax assets as of December 31, 2016 and continued to maintain this valuation allowance through December 31, 2019. For the year ended December 31, 2020, based on current and anticipated future earnings, we released a portion of the valuation allowance against our U.S. deferred tax assets. The release resulted in the recognition of $51.5 million of U.S. deferred tax assets. The ending deferred tax liability with respect to undistributed earnings of certain foreign subsidiaries is $3.8 million as of December 31, 2022. As of December 31, 2022, the Company considered approximately $3.3 million of unremitted earnings of our foreign subsidiaries as indefinitely reinvested. The unrecognized deferred tax liability related to these earnings is estimated at approximately $0.4 million. However, this estimate could change based on the manner in which the outside basis differences associated with these earnings reverse. The Company operates in multiple jurisdictions with complex tax policy and regulatory environments and establishes reserves for uncertain tax positions in accordance with the accounting guidance governing uncertainty in income taxes. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The following table is presented on a total company basis and summarizes the activity related to the liability recorded for uncertain tax positions, excluding interest and penalties (in millions): Year Ended December 31, 2022 December 31, 2021 Balance at beginning of period $ 347.2 $ 396.0 Additions: Positions related to the current year 9.2 11.4 Positions related to prior years 13.4 339.0 Reductions: Settlements with taxing authorities (20.2) (344.1) Lapse of statutes of limitation — (11.9) Decrease in prior year positions (17.1) (41.9) Cumulative translation adjustment (0.9) (1.3) Balance at end of period $ 331.6 $ 347.2 We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. The total amount accrued for interest and penalties in the liability for uncertain tax positions was $85.8 million, $105.1 million, and $108.9 million as of December 31, 2022, December 31, 2021, and December 31, 2020, respectively. If recognized, of the total liability for uncertain tax positions, $217.0 million, $240.1 million, and $250.2 million as of December 31, 2022, December 31, 2021, and December 31, 2020, respectively, would impact the effective tax rate in future periods. Our major income tax jurisdictions are Ireland, the U.S., Belgium, France, Germany and the United Kingdom. We are routinely audited by the tax authorities in our major jurisdictions. We have substantially concluded all Ireland income tax matters through the year ended December 31, 2017 and all U.S. federal income tax matters through the year ended June 28, 2008. All significant matters in our remaining major tax jurisdictions have been concluded for tax years through 2016. 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 December 31, 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. 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 heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a statutory notice of deficiency from the IRS for the years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from the assignment of an omeprazole distribution contract to an Israeli affiliate. In addition to the transfer pricing adjustments, which applied to all four tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments requiring the capitalization and amortization of certain legal expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to Abbreviated New Drug Applications (“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 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. A bench trial was held during the period May 25, 2021 to June 7, 2021 for the refund 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. Post-trial briefings were completed on September 24, 2021 and the case is now fully submitted for the court’s decision. 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 nearly identical ANDA issues as we have before the court. 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 Mylan v. Comm'r. On August 22, 2022, the parties filed a Notice of New Authority in the refund case alerting the court to a United States Court of Federal Claims decision in Actavis Laboratories v. United States that also ruled in favor of the taxpayer on the ANDA issues. The government appealed the Actavis Laboratories decision in December of 2022. On January 13, 2021, the IRS issued a 30-day letter and Revenue Agent's Report ("RAR") with respect to its audit of our fiscal tax years ended June 29, 2013, June 28, 2014, and June 27, 2015. The IRS letter proposed, among other modifications, transfer pricing adjustments regarding our profits from the distribution of omeprazole in the aggregate amount of $141.6 million and ANDA 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 litigation described above, IRS Appeals would 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. 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 approximately 4.0% per annum) on the stated ground that the loans were not negotiated on an arms-length basis. The NOPA proposes a reduction in gross interest expense of approximately $414.7 million for tax years 2014 and 2015. On January 13, 2021, we received a RAR, together with the 30-day letter, requiring our filing of a written protest to request IRS Appeals consideration. The protest was timely filed with the IRS on February 26, 2021. On January 20, 2022, the IRS responded to our protest with its rebuttal in which it revised its position on this interest rate issue by reasserting that implicit parental support considerations are necessary to determine the arm's length interest rates and proposed 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 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 on this indebtedness. If the IRS were to prevail in its revised proposed adjustment, we estimate an increase in tax expense of approximately $72.9 million, excluding interest and penalties, for fiscal years ended June 28, 2014 through June 27, 2015. In addition, we expect the IRS to seek similar adjustments for the fiscal years ended December 31, 2015 through December 31, 2018 with potential section 163(j) carryover impacts beyond December 2018. If those further adjustments were sustained, based on preliminary calculations and subject to further analysis, our current best estimate is that the additional tax expense would not exceed $58.5 million, excluding interest and penalties. No further adjustments beyond this period are expected. We strongly disagree with the IRS position and we will pursue all available administrative and judicial remedies necessary. We met with IRS Appeals in November of 2022 regarding the interest rate issue. An IRS Appeals conference is scheduled for the interest rate issue in March 2023 with both Appeals and the IRS exam team. At this stage we are unable to estimate 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 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. On December 28, 2022, we finalized an agreement with IRS Appeals providing for settlement of the NOPA not only for the 2013-2015 tax years but all of the remaining tax years through 2021, the last tax year with chargebacks due to the sale of the RX business in July 2021. We made a settlement payment of $8.3 million which was fully covered by reserves for this issue. 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. Internal Revenue Service Audit of Athena Neurosciences, LLC, 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, 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 incurred in 2011 by Athena's parent company Elan Pharmaceuticals, Inc. ("EPI") related to illegal marketing of Zonegran by EPI's employees in the United States raised in a Qui Tam 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 Mutual Agreement Procedure ("MAP") of the U.S. - Ireland Income Tax Treaty to alleviate double taxation. On April 21 and 23, 2020, we filed requests for Competent Authority Assistance with the IRS and Irish Revenue on the Tysabri royalty issue, and those MAP applications were accepted. On October 20, 2020, we amended our requests for Competent Authority Assistance to include the Zonegran issue and these 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 was held on July 23, 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 November 29, 2018, Irish Revenue issued a Notice of Amended Assessment (“NoA”) for the tax year ended December 31, 2013, related to the tax treatment of 2013 sale of the Tysabri ® intellectual property and related assets to Biogen Idec by Elan Pharma . On September 29, 2021, Elan reached an agreement with Irish Revenue providing for full and final settlement of the NoA on the following terms: (i) on a 'without prejudice basis' and, for purposes of the settlement, an alternative basis of taxation was 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 third quarter of 2021. Israel Tax Authority Audit of Fiscal Year Ended June 27, 2015 and Calendar Years Ended December 31, 2015 through December 31, 2019 On December 29, 2020, we received a Stage A assessment from the Israeli Tax Authority ("ITA") for the tax years ended December 31, 2015 through December 31, 2017 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. Through negotiations with the ITA, we resolved the audit in 2021 by agreeing to add tax years ended December 31, 2018 and December 31, 2019 to the audit. Further, the agreement with the ITA required us to pay $19.0 million, after offset of refunds of $17.2 million, for the five 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. As a result of the settlement with the ITA, we reduced our liability recorded for uncertain tax positions by $38.3 million including interest in 2021. Recent Tax Law Changes On March 27, 2020, the U.S. enacted the CARES Act. The CARES Act allowed for an increased interest expense limitation and depreciation deductions resulting in a reduction of income tax expense of approximately $36.6 million for tax years 2019 and 2020. Additionally, Treasury and the IRS issued Proposed and Final Regulations in 2020 regarding interest expense limitations under Section 163(j). These regulations adjusted the definition of interest expense and items allowable in adjusted taxable income to calculate the annual interest deduction limitation. We applied the updated regulations resulting in a reduction of income tax expense of approximately $8.9 million during 2020. On December 28, 2021, the U.S. Treasury and the IRS released final foreign tax credit regulations addressing various aspects of the foreign tax credit regime. The regulations were, generally, effective on March 7, 2022. We evaluated the regulations and concluded that they do not result in any material changes to our income tax reporting for the year ended December 31, 2022 or for any prior periods. We will continue to evaluate the effects of these final foreign tax credit regulations on future accounting periods. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 ("IR Act"), which, among other changes, introduces a 15% minimum tax based on adjusted financial statement income of certain large corporations with a three-year average adjusted financial statement income in excess of $1 billion, an excise tax on certain corporate stock buybacks, and several tax incentives to promote clean energy. We evaluated the IR Act and concluded it does not result in any material changes to our income tax reporting for the year ended December 31, 2022. We will continue to evaluate the effects of the IR Act on future accounting periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES At December 31, 2022, we had non-cancelable purchase obligations totaling $407.9 million consisting of contractual commitments to purchase materials and services to support operations. The majority of the obligations are expected to be paid within one year. In view of the inherent difficulties of predicting the outcome of various types of legal proceedings, we cannot determine the ultimate resolution of the matters described below. We establish reserves for litigation and regulatory matters when losses associated with the claims become probable and the amounts can be reasonably estimated. The actual costs of resolving legal matters may be substantially higher or lower than the amounts reserved for those matters. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated as of December 31, 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, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows. Price-Fixing Lawsuits Beginning in 2013, the Company, along with other manufacturers, has been named as a defendant in lawsuits in the United States and Canada generally alleging anticompetitive conduct with respect to the sale generic drugs by the Company’s former Rx business. The complaints – which have been filed by putative classes of direct purchasers, end payors, and indirect resellers, as well as individual direct and indirect purchasers and certain cities and counties - allege a conspiracy to fix, maintain, stabilize, and/or raise prices, rig bids, and allocate markets or customers for various generic drugs in violation of federal and state antitrust and consumer protection laws. While most of the complaints involve alleged single-drug conspiracy, the three putative classes have each filed an over-arching conspiracy complaint 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. The vast majority of the lawsuits described in this paragraph have been consolidated in the generic pricing multidistrict litigation ("MDL") MDL No. 2724 (United States District Court for Eastern District of Pennsylvania). The Court has ordered that the following cases involving Perrigo will proceed on a more expedited basis (as a bellwether) than the other cases in MDL No. 2724: (i) class actions alleging “single drug” conspiracies involving Clobetasol; and (ii) the State Attorney General Complaint (described below). The bellwether cases are proceeding in discovery, which must be completed by June 1, 2023 under the schedule set by the Court, and motions for summary judgment will be due on March 13, 2024. No trial dates have been set for any of the bellwether cases, or any of the other cases in the MDL. State Attorney General Complaint On June 10, 2020, the Connecticut Attorney General’s office filed a lawsuit on behalf of Connecticut and 50 other states and territories against Perrigo, 35 other generic pharmaceutical manufacturers, and certain individuals (including two former Perrigo employees), alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of eighty products. This case is included among the “bellwether cases” designated to move the expedited schedule described above. 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 several of 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. 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) Beginning in May 2016, purported class action complaints were filed against the Company 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. ) purporting to represent a class of shareholders for the period from April 21, 2015 through May 11, 2016, inclusive. The original complaint alleged violations federal securities laws in connection with 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 business developments during the alleged class period including integration problems related to the Omega acquisition. The operative complaint is the first amended complaint filed on June 21, 2017, and named 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 federal securities laws arising out of the actions taken by us and the former directors and 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 the business developments during that period including purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company and at Omega, alleges price fixing activities with respect to six generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri ® royalty stream. During 2017, the defendants filed motions to dismiss, which the plaintiffs opposed. On July 27, 2018, the court issued an opinion and order granting the defendants’ motions to dismiss in part and denying the motions to dismiss in part. The court dismissed without prejudice defendants Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, Donal O’Connor, and Marc Coucke. The court also dismissed without prejudice claims arising from the Tysabri ® accounting issue described above and claims alleging incorrect disclosure of organic growth described above. The defendants who were not dismissed are the Company, Joe Papa, and Judy Brown. The claims (described above) that were not dismissed relate to the integration issue regarding the Omega acquisition, the defense against the Mylan tender offer, and the alleged price fixing activities with respect to six generic prescription pharmaceuticals. The defendants who remain in the case (us, Mr. Papa, and Ms. Brown) have filed answers denying liability. On November 14, 2019, the court granted the lead plaintiffs’ motion and certified three 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"). Plaintiffs' counsels have sent notices to the alleged class. The parties took discovery from 2018 through 2020. After discovery ended, defendants filed motions for summary judgement and to exclude plaintiffs' experts, which were fully briefed. The case was then re-assigned to a new federal judge, who heard oral argument on the motions in April 2022. The motions are pending. In addition to the class action, the following opt-out cases have been filed against us, and in some cases, Mr. Papa and Ms. Brown, and contain factual allegations and claims that are similar to some or all of the factual allegations and claims in the class actions: Case Date Filed Carmignac Gestion, S.A. v. Perrigo Company plc, et al. 11/1/2017 First Manhattan Co. v. Perrigo Company plc, et al. 2/16/2018; amended 4/20/2018 Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al. 10/29/2018 Schwab Capital Trust, et al. v. Perrigo Company plc, et al. 1/31/2019 Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al. 2/22/2019 Principal Funds, Inc., et al. v. Perrigo Company plc, et al. 3/5/2020 Kuwait Investment Authority, et al. v. Perrigo Company plc, et al. 3/31/2020 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 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 Sculptor Master Fund (f/k/a OZ Master Fund, Ltd.), et al. v. Perrigo Company plc, et al. 2/6/2019 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 In June 2020, three Highfields Capital entities filed a lawsuit in Massachusetts State Court with factual allegations that 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, and alleged 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. 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 discovery in the actions in New Jersey federal court). The Court held a discovery conference and approved fact discovery deadlines into May 2023 and later deadlines to complete expert discovery. In Israel (cases related to events in 2015-2017) 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 Israeli securities laws that are similar to U.S. 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 other Israeli securities laws. In general, the allegations are similar to the factual allegations in the Roofers' Pension Fund case in the U.S. as described above. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = 0.28 cents). After the other two cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fund case in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously. In 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 a securities class action case (for those who purchased on a U.S. exchange) in New York federal court in which the settlement received final approval in February 2022. The Baron case alleges that persons who purchased securities through the Tel Aviv stock exchange and suffered damages 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. Since 2019, the court granted several requests by Perrigo to stay the proceedings pending the resolution of proceedings in the New York federal court. During 2022, the case was reassigned to a newly-appointed judge. After the settlement of the U.S. case in New York federal court, Perrigo's counsel informed the Israeli Court of the final approval of the settlement of the U.S. case. The parties then sought further stays of the case while they attempted mediation, which the Court granted. The Court has ordered that the parties provide a further update on March 30, 2023. We intend to defend the lawsuit vigorously. 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, Oklahoma, Texas, 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 December 31, 2022, the Company is currently named in 86 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 one additional matter. The Company has several defenses and intends to aggressively defend these lawsuits. Trials for these lawsuits are currently scheduled throughout 2023, 2024 and 2025 with the earliest potential trial date in March 2023. 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 three: 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 three name the Company. Plaintiffs appealed one of the original Master Complaints, the Third-Party Payor Complaint, and two individual plaintiffs appealed their individual personal injury claims on limited grounds. The Company is not named in the appeals. 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. The Company will continue to vigorously defend each of these lawsuits. As of December 31, 2022, the Company has been named in 352 personal injury lawsuits, most of which are 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 California, Illinois, Ohio, New Jersey, New York 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. The Company believes that it has strong defenses to such claims based on a significant body of scientific evidence, and pursuant to the doctrine of federal preemption. As noted above, the Company has won multiple motions to dismiss in the MDL, as well as additional state court actions in California and Maryland. 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. Acetaminophen In October 2022 the Judicial Panel on Multidistrict Litigation ("MDL") consolidated a number of pending actions filed in various federal courts alleging that prenatal exposure to acetaminophen is purportedly associated with the development of autism spectrum disorder (“ASD”) and attention-deficit/hyperactivity disorder (“ADHD”). The MDL is styled In re: Acetaminophen – ASD/ADHD Products Liability Litigation (MDL No. 3043) and is pending before the U.S. District Court for the Southern District of New York. Plaintiffs in the MDL have asserted claims against Johnson & Johnson Consumer, Inc. (“JJCI”) and various retailer chains alleging that plaintiff-mothers took acetaminophen products while pregnant and that plaintiff-children developed ASD and/or ADHD as a result of prenatal exposure to these acetaminophen products. At this time, the MDL proceedings are in the early stages. Currently, it is not possible to assess reliably the outcome of these cases or any potential future financial impact on the Company. As of December 31, 2022 the Company has not been named as a defendant in any Complaints filed in the MDL. It is anticipated that some of the Company’s retailer customers may seek indemnity from the Company for a portion of their defense costs and potential liability relating to these cases. 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 December 31, 2022, the loss accrual for litigation contingencies reflected on the balance sheet in Other accrued liabilities was approximately $67.4 million. The Company also recorded an insurance recovery receivable reflected on the balance sheet in Prepaid expenses and other current assets of approximately $38.4 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 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 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 one 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. Discovery activity commenced in February 2022. We intend to defend the lawsuit vigorously. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segments and Geographic Information [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION Below is a summary of our results by reporting segment (in millions): CSCA CSCI Held for Sale (1) Unallocated Total Year Ended December 31, 2022 Net sales $ 2,925.9 $ 1,525.7 $ — $ — $ 4,451.6 Operating income (loss) $ 366.1 $ (30.0) $ — $ (257.2) $ 78.9 Operating income % 12.5 % (2.0) % — % — % 1.8 % Total assets $ 5,134.1 $ 5,883.2 $ — $ — $ 11,017.3 Capital expenditures $ 68.1 $ 26.2 $ — $ — $ 94.3 Property, plant and equipment, net $ 772.0 $ 154.3 $ — $ — $ 926.3 Depreciation/amortization $ 123.3 $ 215.3 $ — $ — $ 338.6 Year Ended December 31, 2021 Net sales $ 2,693.1 $ 1,445.6 $ — $ — $ 4,138.7 Operating income (loss) $ 206.5 $ 36.1 $ — $ 167.8 $ 410.4 Operating income % 7.7 % 2.5 % — % — % 9.9 % Total assets $ 5,983.8 $ 4,425.8 $ 16.1 $ — $ 10,425.7 Capital expenditures $ 112.0 $ 24.0 $ — $ — $ 136.0 Property, plant and equipment, net $ 706.9 $ 157.2 $ — $ — $ 864.1 Depreciation/amortization $ 117.0 $ 179.8 $ — $ — $ 296.8 Year Ended December 31, 2020 Net sales $ 2,693.0 $ 1,395.2 $ — $ — $ 4,088.2 Operating income (loss) $ 465.0 $ 32.3 $ — $ (232.1) $ 265.2 Operating income % 17.3 % 2.3 % — % — % 6.5 % Total assets $ 4,585.1 $ 4,872.4 $ 2,030.9 $ — $ 11,488.4 Capital expenditures $ 131.4 $ 28.8 $ — $ — $ 160.2 Property, plant and equipment, net $ 701.1 $ 163.5 $ — $ — $ 864.6 Depreciation/amortization $ 109.9 $ 177.8 $ — $ — $ 287.7 Change in financial assets $ — $ — $ — $ 95.3 $ 95.3 (1) Held for sale represented Latin American businesses as of December 31, 2021, and the Rx business as of December 31, 2020. The net book value of Property, plant and equipment, net by location was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 U.S. $ 725.2 $ 674.9 Europe (1) 188.4 174.4 All other countries 12.7 14.8 $ 926.3 $ 864.1 (1) Includes Ireland Property, plant and equipment, net of zero and $0.1 million, for the years ended December 31, 2022 and December 31, 2021, respectively. Sales to Walmart as a percentage of Consolidated Net sales (reported primarily in CSCA) were as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 12.5% 14.0% 15.2% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include our accounts and accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Our fiscal year begins on January 1 and ends on December 31. We end our quarterly accounting periods on the Saturday closest to the end of the calendar quarter, with the fourth quarter ending on December 31 of each year. We have arrangements with certain companies that we determined to be variable interest entities ("VIEs"). We did not consolidate the VIEs in our financial statements as we lack the power to direct activities that most significantly impact their economic performance and thus are not considered the primary beneficiaries of these entities. |
Segment Reporting | Segment Reporting Our reporting and operating segments are as follows: • Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business in the U.S. and Canada. CSCA previously included our Latin American businesses until they were disposed on March 9, 2022. • Consumer Self-Care International ("CSCI") comprises our consumer self-care business outside of the U.S. and Canada, primarily in Europe and Australia. We previously had an Rx segment which was comprised of our generic prescription pharmaceuticals business in the U.S., and other pharmaceuticals and diagnostic business in Israel, which 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 4 ). Our segments reflect the way in which our chief operating decision maker, who is our CEO, makes operating decisions, allocates resources and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Note 2 and Note 20 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which affect the reported earnings, financial position and various disclosures. These estimates are based on judgment and available information. Actual results could differ materially from the estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of demand deposits and other short-term investments with maturities of three months or less at the date of purchase. |
Allowance for Credit Losses | Allowance for Credit LossesExpected credit losses on trade receivables and contract assets are measured collectively by geographic location. Historical credit loss experience provides the primary basis for estimation of expected credit losses and is adjusted for current conditions and for reasonable and supportable forecasts. Receivables that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value using the first-in first-out method. Inventory related to research and development ("R&D") is expensed when it is determined the materials have no alternative future use. We maintain reserves for estimated obsolete or unmarketable inventory based on the difference between the cost of the inventory and its estimated net realizable value. Factors utilized in the determination of net realizable value include excess or slow-moving inventories, product expiration dating, products on quality hold, customer demand and market conditions. |
Investments | Investments Equity Method Investments The equity method of accounting is used for unconsolidated entities over which we have significant influence; generally, this represents ownership interests of at least 20% and not more than 50%. Under the equity method of accounting, we record the investments at carrying value and adjust for a proportionate share of the profits and losses of these entities each period. We evaluate our equity method investments for recoverability. If we determine that a loss in the value of an investment is other than temporary, the investment is written down to its estimated fair value. Evaluations of recoverability are based primarily on projected cash flows. Fair Value Method Investments Equity investments in which we own less than a 20% interest and cannot exert significant influence are recorded at fair value with unrealized gains and losses included in net income. For equity investments without readily determinable fair values, we may use the Net Asset Value ("NAV") per share as a practical expedient to measure the fair value, if eligible. If the NAV practical expedient cannot be applied, we may elect to use a measurement |
Derivatives Instruments | Derivative Instruments We recognize the entire change in the fair value of the derivatives designated as: • Cash flow hedges in Other Comprehensive Income ("OCI"). The amounts recorded in OCI are reclassified to earnings in the same line item on the Consolidated Statements of Operations as impacted by the hedged item when the hedged item affects earnings; • Fair value hedges in the same line item on the Consolidated Statements of Operations that is used to present the earnings effect of the hedged item; and • Net investment hedges in OCI classified as a currency translation adjustment. The amounts recorded in OCI are reclassified to earnings when the net investment in foreign operations is sold or substantially liquidated. We exclude option premiums, forward points, and cross-currency basis spread from our assessment of hedge effectiveness, as allowable excluded components from certain of our cash flow and net investment hedges. We have elected to recognize the initial value of the excluded component on a straight-line basis over the life of the derivative instrument, within the same line item on the Consolidated Statements of Operations that is used to present the earnings effect of the hedged item. We record derivative instruments on the balance sheet on a gross basis as either an asset or liability measured at fair value (refer to Note 10 ). Changes in a derivative's fair value are measured at the end of each period and are recognized in earnings unless a derivative can be designated in a qualifying hedging relationship. All realized and unrealized gains and losses are included within operating activities in the Consolidated Statements of Cash Flows. Designated derivatives meet hedge accounting criteria, which means the fair value of the hedge is recorded in shareholders’ equity as a component of OCI, net of tax. The deferred gains and losses are recognized in income in the period in which the hedged item affects earnings. All of our designated derivatives are assessed for hedge effectiveness quarterly. We also have economic non-designated derivatives that we have not elected hedge accounting. These derivative instruments are adjusted to current market value at the end of each period through earnings. Gains or losses on these instruments are offset substantially by the remeasurement adjustment on the related hedged item. We are exposed to credit loss in the event of nonperformance by the counterparties on derivative contracts. We manage our credit risk on these transactions by dealing only with financial institutions that have short-term credit ratings of at least A-2/P-2 and long-term credit ratings of at least A-/A3, and by distributing the contracts among several financial institutions to diversify credit concentration risk. Should a counterparty default, our maximum exposure to loss is the asset balance of the instrument. The maximum term of our forward currency exchange contracts is 60 months. We enter into certain derivative financial instruments, when available on a cost-effective basis, to mitigate our risk associated with changes in interest rates and foreign currency exchange rates as follows: Interest rate risk management - We are exposed to the impact of interest rate changes through our cash investments and borrowings. We utilize a variety of strategies to manage the impact of changes in interest rates including using a mix of debt maturities along with both fixed-rate and variable-rate debt. In addition, we may enter into treasury-lock agreements and interest rate swap agreements on certain investing and borrowing transactions to manage our exposure to interest rate changes and our overall cost of borrowing. Interest rate swap agreements are contracts to exchange floating rate for fixed rate payments (or vice versa) over the life of the agreement without the exchange of the underlying notional amounts. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. Foreign currency exchange risk management - We conduct business in several major currencies other than the U.S. dollar and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce cash flow volatility associated with foreign exchange rate changes on a consolidated basis to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments, anticipated foreign currency sales and expenses, and net investments in foreign operations. All derivative instruments are managed on a consolidated basis to efficiently net exposures and thus take advantage of any natural offsets. Gains and losses related to the derivative instruments are expected to be offset largely by gains and losses on the original underlying asset or liability. We do not use derivative financial instruments for speculative purposes. The impact of gains and losses on foreign exchange contracts not designated as hedging instruments related to changes in the fair value of assets and liabilities denominated in foreign currencies are generally offset by net foreign exchange gains and losses, which are also included on the Consolidated Statements of Operations in Other (income) expense, net for all periods presented. When we enter into foreign exchange contracts not designated as hedging instruments to mitigate the impact of exchange rate volatility in the translation of foreign earnings, gains and losses will generally be offset by fluctuations in the U.S. dollar-translated amounts of each Income Statement account in current and/or future periods. For more information on our derivatives, refer to Note 11 . |
Property, Plant and Equipment, net | Property, Plant and Equipment, netProperty, plant and equipment, net is recorded at cost and is depreciated using the straight-line method. We capitalize certain computer software and development costs, included in machinery and equipment, when incurred in connection with developing or obtaining computer software for internal use. Maintenance and repair costs are charged to earnings, while expenditures that increase asset lives are capitalized. |
Leases | Leases Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We evaluate arrangements at inception to determine if lease components are included. For new leases beginning January 1, 2019 or later, we have elected not to separate lease components from the non-lease components included in an arrangement when measuring the leased asset and leased liability for all asset classes. Lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for leases on a straight-line basis over the lease term. We apply the portfolio approach to certain groups of computer equipment and vehicle leases when the term, classification, and asset type are identical. The discount rate selected is the incremental borrowing rate we would obtain for a secured financing of the lease asset over a similar term. Many of our leases include one or more options to extend the lease term. Certain leases also include options to terminate early or purchase the leased property, all of which are executed at our sole discretion. Optional periods may be included in the lease term and measured as part of the lease asset and lease liability if we are reasonably certain to exercise our right to use the leased asset during the optional periods. We generally consider renewal options to be reasonably certain of execution and included in the lease term when significant leasehold improvements have been made by us to the leased assets. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include contingent rental payments based on per unit usage over contractual levels (e.g., miles driven or machine hours used) and others include rental payments adjusted periodically for market reviews or inflationary indexes. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For more information on our leases, refer to Note 8 . |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents amounts paid for an acquisition in excess of the fair value of net assets acquired. Goodwill is tested for impairment annually on the first day of our fourth quarter, or more frequently if changes in circumstances or the occurrence of events suggest an impairment exists. The test for impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. The estimates associated with the goodwill impairment tests include projected discounted future cash flows. We have three reporting units that are evaluated for impairment as of December 31, 2022. Intangible assets are typically valued initially using the relief from royalty method or the multi-period excess earnings method ("MPEEM"). We test indefinite-lived trademarks, trade names, and brands for impairment annually, or more frequently if changes in circumstances or the occurrence of events suggest impairment exists, by comparing the carrying value of the assets to their estimated fair values. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. Definite-lived intangible assets are amortized on either a straight-line basis or proportionately to the benefits derived from those relationships or agreements. Useful lives vary by asset type and are determined based on the period over which the intangible asset is expected to contribute directly or indirectly to our future cash flows. We also review all other long-lived assets that have finite lives and that are not held for sale for impairment when indicators of impairment are evident by comparing the carrying value of the assets to their estimated future undiscounted cash flows. In-process research and development ("IPR&D") assets are recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated R&D efforts. If the associated R&D is completed, the IPR&D asset becomes a definite-lived intangible asset and is amortized over the asset's assigned useful life. If it is abandoned, an impairment loss is recorded. Goodwill, indefinite-lived intangible asset, and definite-lived intangible asset impairments are recorded in Impairment charges on the Consolidated Statement of Operations. See Note 9 for further information on our goodwill and intangible assets. |
Defined Benefit Plans | Defined Benefit Plans We operate a number of defined benefit plans for employees globally. The liability recognized in the balance sheet is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated periodically by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of either high quality corporate bonds or long term government bonds depending on the depth and liquidity of the high quality corporate bond market in the different geographies where we have pension liabilities. The bonds are denominated in the currency in which the benefits will be paid and have terms to maturity approximating the terms of the related pension liability. As a result, annual updates related to discount rate and the expected rate of return on plan assets are among the most important elements of expense and liability measurement. Actuarial gains and losses are recognized on the Consolidated Statement of Operations using the corridor method. Under the corridor method, to the extent that any cumulative unrecognized net actuarial gain or loss exceeds 10% of the greater of the present value of the defined benefit obligation and the fair value of the plan assets, that portion is recognized over the expected average remaining working lives of the plan participants. Otherwise, the net actuarial gain or loss is recorded in OCI. We recognize the funded status of benefit plans on the Consolidated Balance Sheets. In addition, we recognize the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost of the period as a component of OCI (refer to Note 13 ). |
Legal Contingencies | Legal Contingencies We are involved in product liability, patent, commercial, regulatory and other legal proceedings that arise in the normal course of business. We record a liability when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range and no amount within that range is a better estimate, the minimum amount in the range is accrued. If a loss is not probable or a probable loss cannot be reasonably estimated, no liability is recorded. We have established reserves for certain legal matters (refer to Note 19 ). We do not incorporate insurance recoveries into our reserves for legal contingencies. We separately record receivables for amounts due under insurance policies when we consider the realization of recoveries for claims to be probable, which may be different than the timing in which we establish the loss reserves. |
Revenue | Revenue Product Revenue 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. We generally recognize product revenue for our contract performance obligations at a point in time, typically upon shipment or delivery of products to customers. For point in time customers for which control transfers on delivery to the customer due to free on board destination terms (“FOB”), an adjustment is recorded to defer revenue recognition over an estimate of days until control transfers at the point of delivery. Where we recognize revenue at a point in time, the transfer of title is the primary indicator that control has transferred. In other limited instances, primarily relating to those contracts that relate to contract manufacturing performed for our customers and certain store branded products, control transfers as the product is manufactured. Control is deemed to transfer over time for these contracts as the product does not have an alternative use and we have a contractual right to payment for performance completed to date. Revenue for contract manufacturing contracts is recognized over the transfer period using an input method that measures progress towards completion of the performance obligation as costs are incurred. For store branded product revenue recognized over time, an output method is used to recognize revenue when production of a unit is completed because product customization occurs when the product is packaged as a finished good under the store brand label of the customer. Net product sales include estimates of variable consideration for which accruals and allowances are established. Variable consideration for product sales consists primarily of rebates and other incentive programs recorded on the Consolidated Balance Sheets as Accrued customer programs. Where appropriate, these estimates take into consideration a range of possible outcomes in which relevant factors, such as historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns, are either probability weighted to derive an estimate of expected value or the estimate reflects the single most likely outcome. Overall, these reserves reflect the estimates of the amount of consideration to which we are entitled based on the terms of the contract. Actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from the estimates, these estimates are adjusted, which would affect revenue and earnings in the period such variances become known. Other Revenue Policies We receive payments from our customers based on billing schedules established in each contract. Amounts are recorded as accounts receivable when our right to consideration is unconditional. In most cases, the timing of the unconditional right to payment aligns with shipment or delivery of the product and the recognition of revenue; however, for those customers where revenue is recognized at a time prior to shipment or delivery due to over time revenue recognition, a contract asset is recorded and is reclassified to accounts receivable when it becomes unconditional under the contract upon shipment or delivery to the customer. Our performance obligations are generally expected to be fulfilled in less than one year. Therefore, we do not provide quantitative information about remaining performance obligations. We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Shipping and handling costs billed to customers are included in Net sales. Conversely, shipping and handling expenses we incur are included in Cost of sales. |
Share-Based Awards | Share-Based Awards We measure and record compensation expense for all share-based awards based on estimated grant date fair values. For awards with only service conditions that are based on graded vesting schedules, we recognize the compensation expense on a straight-line basis over the entire award. Forfeitures on share-based awards are recognized in compensation expense in the period in which they occur. We estimate the fair value of stock option awards granted based on the Black-Scholes option pricing model, which requires the use of subjective and complex assumptions. These assumptions include estimating the expected term that awards granted are expected to be outstanding, the expected volatility of our stock price for a period commensurate with the expected term of the related options, and the risk-free rate with a maturity closest to the expected term of the related awards. Restricted stock and restricted stock units, both service based and performance based restricted share units, are valued based on our stock price on the day the awards are granted. The estimated fair value of outstanding Relative Total Shareholder Return performance units (“RTSR”) is based on the grant date fair value of RTSR awards using a Monte Carlo simulation, which includes estimating the movement of stock prices and the effects of volatility, interest rates, and dividends (refer to Note 15 ). |
Research and Development | Research and DevelopmentAll R&D costs, including payments related to products under development and research consulting agreements, are expensed as incurred. We incur costs throughout the development cycle, including costs for research, clinical trials, manufacturing validation, and other pre-commercialization approval costs that are included in R&D. We may continue to make non-refundable payments to third parties for new technologies and for R&D work that has been completed. These payments may be expensed at the time of payment depending on the nature of the payment made. |
Advertising Costs | Advertising Costs |
Income Taxes | Income Taxes We record deferred income tax assets and liabilities on the balance sheet as noncurrent based upon the difference between the financial reporting and the tax reporting basis of assets and liabilities using the enacted tax rates. To the extent that available evidence raises doubt about the realization of a deferred income tax asset, a valuation allowance is established. We have provided for income taxes for undistributed earnings of certain foreign subsidiaries which have not been deemed to be permanently reinvested. For those foreign subsidiaries we have deemed to be permanently reinvested, we have provided no further tax provision. We record reserves for uncertain tax positions to the extent it is more likely than not the tax return position will be sustained on audit, based on the technical merits of the position. Periodic changes in reserves for uncertain tax positions are reflected in the provision for income taxes. We include interest and penalties attributable to uncertain tax positions and income taxes as a component of our income tax provision (refer to Note 18 ). |
Earnings per Share (EPS) | Earnings per Share ("EPS") Basic EPS is calculated using the weighted-average number of ordinary shares outstanding during each period. It excludes both the dilutive effects of additional common shares that would have been outstanding if the shares issued under stock incentive plans had been exercised and the dilutive effect of restricted share units, to the extent those shares and units have not vested. Diluted EPS is calculated including the effects of shares and potential shares issued under stock incentive plans, following the treasury stock method. |
Recently Accounting Standards Pronouncements | Recent Accounting Standard Pronouncements Below are recent Accounting Standard Updates ("ASU") that we are assessing to determine the effect on our Consolidated Financial Statements. Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters ASU 2021-08: Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers This guidance amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current GAAP, an acquirer generally recognizes such items at fair value at acquisition date. January 1, 2023 As of January 1, 2023 we adopted ASU 2021-8. We do not anticipate a material impact from applying the recognition and measurement principles of Topic 606 to contract assets or liabilities acquired as part of a business combination. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Allowance for Credit Losses | The following table presents the allowance for credit losses activity (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Balance at beginning of period $ 7.2 $ 6.5 $ 6.0 Provision for credit losses, net 3.2 4.0 2.3 Receivables written-off (4.0) (0.7) (2.2) Transfer to held for sale — (1.4) — Currency translation adjustment 0.4 (1.2) 0.4 Balance at end of period $ 6.8 $ 7.2 $ 6.5 |
Schedule of advertising expense | Advertising costs were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 119.3 $ 130.9 $ 130.5 |
Schedule of new accounting pronouncements and changes in accounting principles | Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters ASU 2021-08: Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers This guidance amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current GAAP, an acquirer generally recognizes such items at fair value at acquisition date. January 1, 2023 As of January 1, 2023 we adopted ASU 2021-8. We do not anticipate a material impact from applying the recognition and measurement principles of Topic 606 to contract assets or liabilities acquired as part of a business combination. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | We generated net sales in the following geographic locations (1) (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 U.S. $ 2,870.0 $ 2,565.9 $ 2,579.0 Europe (2) 1,474.3 1,393.0 1,350.6 All other countries (3) 107.3 179.8 158.6 Total net sales $ 4,451.6 $ 4,138.7 $ 4,088.2 (1) The net sales by geography is derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $29.3 million, $23.7 million, and $29.8 million for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively. (3) Includes revenue generated primarily in Australia, Canada, and Mexico. The following is a summary of our net sales by category (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 CSCA (1) Upper Respiratory $ 564.6 $ 483.1 $ 505.8 Nutrition 520.4 401.9 388.3 Digestive Health 495.5 475.1 471.3 Pain and Sleep-Aids 412.2 405.4 434.5 Oral Care 312.9 311.9 288.2 Healthy Lifestyle 288.9 295.0 350.3 Skin Care 187.8 183.7 167.4 Women's Health 45.2 38.2 35.3 Vitamins, Minerals, and Supplements ("VMS") 27.9 31.7 27.0 Other CSCA (2) 70.5 67.1 24.9 Total CSCA 2,925.9 2,693.1 2,693.0 CSCI Skin Care 432.2 378.3 302.1 Upper Respiratory 258.8 219.4 255.1 VMS 191.8 225.8 201.0 Pain and Sleep-Aids 183.0 184.8 190.4 Healthy Lifestyle 136.4 173.3 160.2 Women's Health 99.0 54.5 54.9 Oral Care 88.6 94.0 97.8 Digestive Health 21.5 25.6 26.5 Other CSCI (3) 114.4 89.9 107.2 Total CSCI 1,525.7 1,445.6 1,395.2 Total net sales $ 4,451.6 $ 4,138.7 $ 4,088.2 (1) Includes net sales from OTC contract manufacturing products. (2) Consists primarily of product sales and royalty income related to supply and distribution agreements 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 our rare diseases business and other miscellaneous or otherwise uncategorized product lines, none of which is greater than 10% of the segment net sales. Our liquid licensed products business in the United Kingdom was included in this product category until it was divested on June 19, 2020. |
Contract with customer balances | The following table provides information about contract assets from contracts with customers (in millions): Balance Sheet Location December 31, 2022 December 31, 2021 Short-term contract assets Prepaid expenses and other current assets $ 41.5 $ 40.2 |
Acquisitions and Divestitures A
Acquisitions and Divestitures Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the consideration paid for HRA Pharma and the provisional amounts of the assets acquired and liabilities assumed (in millions): HRA Pharma Purchase Price $ 1,945.6 Assets Acquired Cash and cash equivalents $ 44.2 Accounts receivable 78.1 Inventories 48.3 Prepaid expenses and other current assets 16.6 Property, plant and equipment 4.6 Operating lease assets 9.7 Goodwill 559.5 Definite-lived intangible assets Trademarks and trade names 1,124.0 Developed product technology 185.1 Distribution networks 84.4 Indefinite lived intangibles In-process research and development 52.7 Total intangible assets 1,446.2 Deferred income taxes 12.4 Other non-current assets 0.8 Total assets 2,220.4 Liabilities assumed Accounts payable 43.4 Payroll and related taxes 16.1 Accrued customer programs 9.0 Other accrued liabilities 8.9 Accrued income taxes 0.5 Deferred income taxes 186.2 Other non-current liabilities 10.6 Total liabilities 274.7 Non-Controlling Interest 0.1 Net Assets Acquired $ 1,945.6 The following table summarizes the consideration paid and provisional amounts of the assets acquired (in millions): Gateway Purchase price paid $ 110.0 Assets acquired: Inventories $ 29.8 Property, plant and equipment 61.5 Distribution and license agreements and supply agreements 14.0 Customer relationships and distribution networks 4.7 Total intangible assets $ 18.7 Net assets acquired $ 110.0 |
Schedule of assets acquired and liabilities assumed | 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 receivable $ 13.1 Inventories 22.2 Prepaid expenses and other current assets 0.4 Property, plant and equipment, net 0.7 Operating lease assets 2.6 Goodwill 17.2 Distribution and license agreements and supply agreements 2.2 Developed product technology, formulations, and product rights 0.1 Customer relationships and distribution networks 20.6 Trademarks, trade names, and brands 43.2 Total intangible assets $ 66.1 Total assets $ 122.3 Liabilities assumed: Accounts payable $ 6.1 Other accrued liabilities 3.8 Payroll and related taxes 0.7 Accrued customer programs 3.0 Other non-current liabilities 2.5 Total liabilities $ 16.1 Net assets acquired $ 106.2 |
Business acquisition, pro forma information | The following table presents the unaudited pro forma information as if the acquisitions had been combined with the results reported in our Consolidated Statements of Operations for all periods presented (in millions): Year Ended (Unaudited) December 31, 2022 December 31, 2021 December 31, 2020 Net sales $ 4,745.9 $ 4,592.3 $ 4,136.5 Income from continuing operations $ (13.0) $ (262.4) $ 58.2 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the results of the transition service agreement ("TSA") and supply agreements: Year Ended Financial Statement Location December 31, 2022 December 31, 2021 TSA income recognized Administration expense $ 10.3 $ 7.2 TSA income collected Administration expense $ 8.9 $ 3.6 Product & Royalty sales recognized Net sales $ 124.2 $ 60.6 Product & Royalty sales collected Net sales $ 105.7 $ 28.7 Purchases Inventory $ 55.9 $ 18.4 Inventory payments Inventory $ 51.4 $ 12.0 Income (loss) from discontinued operations, net of tax was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Net sales $ — $ 405.1 $ 975.0 Cost of sales — 258.4 645.1 Gross profit — 146.7 329.9 Operating expenses Distribution — 6.1 15.2 Research and development — 30.8 54.8 Selling — 16.3 30.1 Administration 4.6 36.4 31.8 Impairment charges — — 346.8 Restructuring — — 0.3 Other operating expense (income) — (0.4) 0.7 Total operating expenses 4.6 89.2 479.7 Operating income (loss) (4.6) 57.5 (149.8) Interest expense, net — 0.8 3.5 Other (income) expense, net — (1.6) 2.0 Income (loss) from discontinued operations before tax (4.6) 58.3 (155.3) Gain on disposal of discontinued operations before tax — (47.5) — Income (loss) before income taxes (4.6) 105.8 (155.3) Income tax expense 5.1 43.8 51.5 Income (loss), net of tax $ (9.7) $ 62.0 $ (206.8) Select cash flow information related to discontinued operations was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash flows from discontinued operations operating activities: Depreciation and amortization $ — $ 15.4 $ 97.0 Restructuring charges — — 0.3 Impairment charges — — 346.8 Share-based compensation — 10.8 5.2 Gain on sale of business — (47.5) — Cash flows from discontinued operations investing activities: Asset acquisitions $ — $ (69.7) $ 0.9 Additions to property, plant and equipment — (16.1) 10.2 Net proceeds from sale of business 53.3 1,491.9 — |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, current | Major components of inventory were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Finished goods $ 620.3 $ 549.2 Work in process 262.2 251.9 Raw materials 267.8 219.1 Total inventories $ 1,150.3 $ 1,020.2 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities, Equity Method Investments and Joint Ventures [Abstract] | |
Equity Securities | The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions): Year Ended Measurement Category Balance Sheet Location December 31, 2022 December 31, 2021 Fair value method Prepaid expenses and other current assets $ 0.1 $ 0.4 Fair value method (1) Other non-current assets $ 1.7 $ 1.8 Equity method Other non-current assets $ 63.4 $ 66.4 (1) Measured at fair value using the Net Asset Value practical expedient. |
Equity security expense (income) | The following table summarizes the expense (income) recognized in earnings of our equity securities (in millions): Year Ended Measurement Category Income Statement Location December 31, 2022 December 31, 2021 December 31, 2020 Fair value method Other (income) expense, net $ 0.4 $ 2.0 $ 3.0 Equity method Other (income) expense, net $ 1.5 $ 1.1 $ (3.0) |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | We held the following property, plant and equipment, net (in millions): Useful life range December 31, 2022 December 31, 2021 Land — $ 51.6 $ 51.3 Buildings 10 to 45 years 593.0 537.6 Machinery, equipment and software 3 to 10 years 1,271.7 1,186.8 Gross property, plant and equipment 1,916.3 1,775.7 Less: accumulated depreciation (990.0) (911.6) Property, plant and equipment, net $ 926.3 $ 864.1 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Balance Sheet Location of Assets and Liabilities | The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location December 31, 2022 December 31, 2021 Operating Operating lease assets $ 217.1 $ 166.9 Finance Other non-current assets 22.0 27.9 Total $ 239.1 $ 194.8 Liabilities Balance Sheet Location December 31, 2022 December 31, 2021 Current Operating Other accrued liabilities $ 28.4 $ 26.0 Finance Current indebtedness 3.3 4.9 Non-Current Operating Other non-current liabilities 189.5 147.3 Finance Long-term debt, less current portion 17.4 20.9 Total $ 238.6 $ 199.1 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 CSCA $ 100.5 $ 98.2 $ 13.8 $ 15.3 CSCI 49.5 30.7 6.6 7.9 Unallocated 67.1 38.0 1.6 4.7 Total $ 217.1 $ 166.9 $ 22.0 $ 27.9 Liabilities Operating Financing December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 CSCA $ 102.2 $ 99.7 $ 14.9 $ 16.0 CSCI 51.7 31.8 4.1 5.0 Unallocated 64.0 41.8 1.7 4.8 Total $ 217.9 $ 173.3 $ 20.7 $ 25.8 |
Lease Expense | Lease expense was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating leases (1) $ 44.2 $ 38.6 $ 37.3 Finance leases Amortization $ 5.4 $ 5.9 $ 4.4 Interest 0.7 0.8 0.8 Total finance leases $ 6.1 $ 6.7 $ 5.2 (1) Includes short-term leases and variable lease costs, which are immaterial. |
Finance Lease Maturity | The annual future maturities of our leases as of December 31, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2023 $ 33.0 $ 3.8 $ 36.8 2024 28.9 2.4 31.3 2025 27.0 2.2 29.2 2026 22.0 2.0 24.0 2027 21.4 2.1 23.5 After 2027 117.5 11.6 129.1 Total lease payments 249.8 24.1 273.9 Less: Interest 31.9 3.4 35.3 Present value of lease liabilities $ 217.9 $ 20.7 $ 238.6 |
Operating Lease Liability Maturity | The annual future maturities of our leases as of December 31, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2023 $ 33.0 $ 3.8 $ 36.8 2024 28.9 2.4 31.3 2025 27.0 2.2 29.2 2026 22.0 2.0 24.0 2027 21.4 2.1 23.5 After 2027 117.5 11.6 129.1 Total lease payments 249.8 24.1 273.9 Less: Interest 31.9 3.4 35.3 Present value of lease liabilities $ 217.9 $ 20.7 $ 238.6 |
Weighted Average Lease Terms and Discount Rates | Our weighted average lease terms and discount rates are as follows: December 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) Operating leases 10.97 11.43 Finance leases 9.47 9.23 Weighted-average discount rate Operating leases 2.48 % 2.63 % Finance leases 2.92 % 2.79 % |
Cash Flow Classifications | Our lease cash flow classifications are as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 39.3 $ 33.5 Operating cash flows for finance leases $ 0.7 $ 0.8 Financing cash flows for finance leases $ 4.9 $ 5.3 Leased assets obtained in exchange for new finance lease liabilities $ — $ 4.6 Leased assets obtained in exchange for new operating lease liabilities $ 73.9 $ 48.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions): CSCA (1) CSCI (2) Total Balance at December 31, 2020 $ 1,905.0 $ 1,190.7 $ 3,095.7 Impairments (6.1) (10.0) (16.1) Currency translation adjustments 1.1 (81.3) (80.2) Purchase accounting adjustments 2.4 (2.4) — Balance at December 31, 2021 1,902.4 1,097.0 2,999.4 Business acquisitions 141.7 417.8 559.5 Currency translation adjustments 0.3 (68.8) (68.5) Balance at December 31, 2022 $ 2,044.4 $ 1,446.0 $ 3,490.4 (1) We had accumulated goodwill impairments of $6.1 million as of December 31, 2022. (2) We had accumulated goodwill impairments of $878.4 million as of December 31, 2022 and December 31, 2021. |
Schedule of finite and indefinite-lived intangible assets | Intangible assets and the related accumulated amortization consisted of the following (in millions): Year Ended December 31, 2022 December 31, 2021 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: (1) Trademarks, trade names, and brands $ 3.2 $ — $ 3.5 $ — In-process research and development 55.4 — 1.8 — Total indefinite-lived intangibles $ 58.6 $ — $ 5.3 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 94.9 $ 58.1 $ 73.2 $ 56.9 Developed product technology, formulations, and product rights 484.8 211.8 300.2 191.4 Customer relationships and distribution networks 1,825.1 965.9 1,820.7 887.8 Trademarks, trade names, and brands 2,542.2 481.0 1,482.3 394.2 Non-compete agreements 2.0 2.0 2.1 2.1 Total definite-lived intangibles $ 4,949.0 $ 1,718.8 $ 3,678.5 $ 1,532.4 Total intangible assets $ 5,007.6 $ 1,718.8 $ 3,683.8 $ 1,532.4 |
Schedule of remaining weighted-average useful lives of intangible assets | The remaining weighted-average useful life for our amortizable intangible assets by asset class at December 31, 2022 was as follows: Amortizable Intangible Asset Category Remaining Weighted-Average Useful Life (Years) Distribution and license agreements and supply agreements 14 Developed product technology, formulations, and product rights 14 Customer relationships and distribution networks 14 Trademarks, trade names, and brands 17 |
Schedule of finite-lived intangible assets, future amortization expense | Our estimated future amortization expense is as follows (in millions): Year Amount 2023 $ 275.8 2024 238.0 2025 231.4 2026 223.8 2027 218.3 Thereafter 2,042.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets measured on recurring and nonrecurring basis | The table below summarizes the valuation of our financial instruments carried at fair value by the above pricing categories (in millions): Year Ended December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Measured at fair value on a recurring basis: Assets: Investment securities $ 0.1 $ — $ — $ 0.4 $ — $ — Foreign currency forward contracts — 4.2 — — 5.7 — Foreign currency option contracts — — — — 5.0 — Interest Rate Swap Agreements — 3.0 — — — — Total assets $ 0.1 $ 7.2 $ — $ 0.4 $ 10.7 $ — Liabilities: Foreign currency forward contracts $ — $ 5.2 $ — $ — $ 2.4 $ — Cross-currency swap — 96.1 — — 13.8 — Total liabilities $ — $ 101.3 $ — $ — $ 16.2 $ — Measured at fair value on a non-recurring basis: Assets: Goodwill (1) $ — $ — $ — $ — $ — $ 71.7 Total assets $ — $ — $ — $ — $ — $ 71.7 Liabilities Liabilities held for sale, net (2) $ — $ — $ — $ — $ — $ 16.8 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 (refer to Note 3 |
Long-term debt fair value | Our fixed rate long-term debt consisted of the following (in millions): Year Ended December 31, 2022 December 31, 2021 Level 1 Level 2 Level 1 Level 2 Public bonds Carrying value (excluding discount) $ 2,544.4 $ — $ 2,760.0 $ — Fair value $ 2,225.4 $ — $ 2,847.2 $ — Private placement note Carrying value (excluding premium) $ — $ — $ — $ 153.5 Fair value $ — $ — $ — $ 162.6 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of foreign currency forward contracts | Notional amounts of foreign currency forward contracts were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 British Pound (GBP) $ 224.9 $ 135.8 European Euro (EUR) 61.7 232.6 Swedish Krona (SEK) 56.9 47.8 Danish Krone (DKK) 51.7 37.5 United States Dollar (USD) 51.7 22.9 Chinese Yuan (CNH) 34.4 37.7 Polish Zloty (PLZ) 25.2 21.0 Canadian Dollar (CAD) 24.9 29.0 Mexican Peso (MXN) 13.3 1.0 Norwegian Krone (NOK) 12.4 11.0 Hungarian Forint (HUF) 10.6 — Other (1) 25.9 11.8 Total $ 593.6 $ 588.1 (1) Number consists of various currencies notional amounts, none of which individually exceed $10.0 million in either year presented. |
Schedule of derivative instruments in statement of financial position, fair value | The balance sheet location and gross fair value of our outstanding derivative instruments were as follows (in millions): Year Ended Derivatives Balance Sheet Location December 31, 2022 December 31, 2021 Designated derivative assets Foreign currency forward contracts Prepaid expenses and other current assets $ 1.1 $ 3.5 Interest rate swap agreements Prepaid expenses and other current assets 3.0 — Interest rate swap agreements Other non-current assets 47.5 — Foreign currency forward contracts Other non-current assets 0.7 1.3 Total designated derivatives $ 52.3 $ 4.8 Non-designated derivatives Foreign currency forward contracts Prepaid expenses and other current assets $ 2.4 $ 0.9 Foreign currency options Prepaid expenses and other current assets — 5.0 Total non-designated derivatives $ 2.4 $ 5.9 Designated derivative liabilities Foreign currency forward contracts Other accrued liabilities $ 4.2 $ 1.2 Cross-currency swap Other accrued liabilities 96.1 13.8 Total designated derivatives $ 100.3 $ 15.0 Non-designated derivatives Foreign currency forward contracts Other accrued liabilities $ 1.0 $ 1.2 |
Schedule of other derivatives not designated as hedging instruments, statements of financial performance and financial position, location | The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Consolidated Statements of Operations were as follows (in millions): Year Ended Non-Designated Derivatives Income Statement Location December 31, 2022 December 31, 2021 December 31, 2020 Foreign currency forward contracts Other (income) expense, net $ 8.2 $ (5.1) $ (1.1) Interest expense, net (2.0) 1.3 3.5 $ 6.2 (3.8) $ 2.4 Foreign currency options Other (income) expense, net $ 16.2 $ 20.9 $ — |
Effect of derivative instruments designated as hedging instruments in AOCI | The following tables summarize the effect of derivative instruments designated as hedging instruments in Accumulated Other Comprehensive Income ("AOCI") (in millions): Gain/(Loss) Reclassified from AOCI into Earnings Related to Amounts Excluded from Effectiveness Testing Amount Recorded in OCI (1) Classification Amount Classification Amount Recognized in Earnings on Derivatives Year Ended December 31, 2022 Cash flow hedges Treasury locks $ — Interest expense, net $ (0.1) Interest expense, net $ — Interest rate swap agreements 50.5 Interest expense, net 4.6 Interest expense, net — Foreign currency forward contracts 4.1 Net sales 1.6 Net sales (0.5) Cost of sales (4.8) Cost of sales (0.2) Other (income) expense, net (1.4) Total Cash flow hedges $ 54.6 $ 1.3 $ (2.1) Net investment hedges Cross-currency swap $ 5.3 Interest expense, net $ (17.2) Year Ended December 31, 2021 Cash flow hedges Treasury locks $ — Interest expense, net $ (0.1) Interest expense, net $ — Interest rate swap agreements — Interest expense, net (1.8) Interest expense, net — Foreign currency forward contracts 5.7 Net sales (2.5) Net sales — Cost of sales 0.8 Cost of sales 0.5 Other Income/Expense 0.7 Total Cash flow hedges $ 5.7 $ (3.6) $ 1.2 Net investment hedges Cross-currency swap $ (20.1) Interest expense, net $ (3.9) Year Ended December 31, 2020 Cash flow hedges Treasury locks $ — Interest expense, net $ (0.1) Interest expense, net $ — Interest rate swap agreements — Interest expense, net (1.8) Interest expense, net — Foreign currency forward contracts 5.0 Net sales 0.2 Net sales 0.1 Cost of sales 2.0 Cost of sales 0.9 Other Income/Expense 0.5 Total Cash flow hedges $ 5.0 $ 0.3 $ 1.5 Net investment hedges Cross-currency swap $ (20.0) Interest expense, net $ 6.6 Foreign currency forward contract $ (11.2) Interest expense, net $ (0.1) Total Net investment hedges $ (31.2) $ 6.5 (1) Net gain of $8.5 million is expected to be reclassified out of AOCI into earnings during 2023. |
Classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships | The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions): Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Year Ended December 31, 2022 Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 4,451.6 $ 2,996.2 $ 156.0 $ 53.1 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 1.6 $ (4.8) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ (0.5) $ (0.2) $ — $ (1.4) Treasury locks Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.1) $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ 4.6 $ — Year Ended December 31, 2021 Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 4,138.7 $ 2,722.5 $ 125.0 $ 26.7 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (2.5) $ 0.8 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.5 $ — $ 0.7 Treasury locks Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.1) $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (1.8) $ — Year Ended December 31, 2020 Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 4,088.2 $ 2,593.3 $ 127.7 $ 16.3 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.2 $ 2.0 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ 0.1 $ 0.9 $ — $ 0.5 Treasury locks Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.1) $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (1.8) $ — Net foreign exchange losses totaled $59.9 million, $26.8 million, and $0.3 million for the years ended December 31, 2022 , December 31, 2021, and December 31, 2020, respectively. Therein, 2022 and 2021 included $16.2 million and $20.9 million of loss, respectively, for the change in fair value of the option contracts to hedge the foreign currency exposure of the euro-denominated purchase price for HRA Pharma. |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Total borrowings outstanding are summarized as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Term loan 2019 Term loan due August 15, 2022 (1) $ — $ 600.0 2022 Term loan A due April 1, 2027 (3) 493.8 — 2022 Term loan B due April 1, 2029 (3) 1,094.5 — $ 1,588.3 $ 600.0 Notes and bonds Coupon Due 5.105% July 28, 2023 (1,2) — 153.5 4.000% November 15, 2023 (1,6) — 215.6 3.900% December 15, 2024 (4) 700.0 700.0 4.375% March 15, 2026 (7) 700.0 700.0 4.400% June 15, 2030 (5) 750.0 750.0 5.300% November 15, 2043 (6) 90.5 90.5 4.900% December 15, 2044 (4) 303.9 303.9 Total notes and bonds 2,544.4 2,913.5 Other financing 20.6 25.8 Unamortized premium (discount), net (15.9) (4.8) Deferred financing fees (30.8) (14.0) Total borrowings outstanding 4,106.6 3,520.5 Current indebtedness (36.2) (603.8) Total long-term debt less current portion $ 4,070.4 $ 2,916.7 (1) Redeemed in connection with the New Senior Secured Credit-Facilities entered into during the second quarter of 2022 (2) Debt assumed from Omega Pharma Invest N.V., ("Omega") denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate. (3) Discussed below collectively as the "New Senior Secured Credit Facilities" (4) Discussed below collectively as the "2014 Notes" (5) Discussed below as the "2020 Notes". The coupon rate noted above is that as of December 31, 2022 following a step up in rate from 3.900% to 4.400% starting after June 15, 2022. (6) Discussed below collectively as the "2013 Notes (7) Discussed below as part of the "2016 Notes" |
Schedule of maturities of short-term and long-term debt | The annual future maturities of our short-term and long-term debt, including capitalized leases and excluding deferred financing fees, are as follows (in millions): Payment Due Amount 2023 $ 36.2 2024 739.5 2025 39.5 2026 739.5 2027 411.3 Thereafter 2,187.3 |
Post-Employment Plans - (Tables
Post-Employment Plans - (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
Defined contribution plan disclosures | Our contributions to all of the plans were as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 29.8 $ 28.0 $ 27.3 |
Schedule of change in the projected benefit obligation and plan assets | The change in the projected benefit obligation and plan assets consisted of the following (in millions): Pension Benefits Other Benefits Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Projected benefit obligation at beginning of period $ 202.6 $ 214.3 $ 3.0 $ 3.5 Net acquisitions/(disposals) (1.3) — — — Service costs 3.3 3.9 — — Interest cost 2.7 2.6 0.1 0.1 Actuarial loss (gain) (64.7) 6.1 (1.0) (0.5) Contributions paid 0.3 0.3 — — Benefits paid (1.5) (2.0) (0.1) (0.1) Settlements (1.7) (7.9) — — Foreign currency translation (12.2) (14.7) — — Projected benefit obligation at end of period $ 127.5 $ 202.6 $ 2.0 $ 3.0 Fair value of plan assets at beginning of period 181.7 189.1 — — Disposals (1.1) — — — Actual return on plan assets (34.2) 12.6 — — Benefits paid (1.5) (2.0) (0.1) (0.1) Settlements (1.7) (7.9) — — Employer contributions 2.3 2.7 0.1 0.1 Contributions paid 0.3 0.3 — — Foreign currency translation (11.2) (13.1) — — Fair value of plan assets at end of period $ 134.6 $ 181.7 $ — $ — Funded/ (unfunded) status $ 7.1 $ (20.9) $ (2.0) $ (3.0) Presented as: Other non-current assets $ 32.4 $ 21.2 $ — $ — Current assets held for sale $ — $ 0.4 $ — $ — Other non-current liabilities $ (25.3) $ (39.1) $ (2.0) $ (3.0) Current liabilities held for sale $ — $ (3.4) $ — $ — |
Schedule of accumulated benefit obligation | The total accumulated benefit obligation for the defined benefit pension plans was $121.7 million and $194.9 million at December 31, 2022 and December 31, 2021 respectively. The following information relates to pension plans with an accumulated benefit obligation in excess of plan assets (in millions): Year Ended December 31, 2022 December 31, 2021 Accumulated benefit obligation $ 62.4 $ 104.7 Fair value of plan assets $ 42.9 $ 70.0 |
Schedule of pension plans with a projected benefit obligation in excess of plan assets | The following information relates to pension plans with a projected benefit obligation in excess of plan assets (in millions): Year Ended December 31, 2022 December 31, 2021 Projected benefit obligation $ 68.2 $ 112.5 Fair value of plan assets $ 42.9 $ 70.0 |
Schedule of unrecognized actual gains (losses) | The following unrecognized actual gain for the other benefits liability was included in OCI, net of tax (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 0.9 $ 0.6 $ 0.2 |
Schedule of unamortized net actuarial (gain) loss in AOCI net of tax | The unamortized net actuarial loss (gain) in AOCI net of tax for defined benefit pension and other benefits was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ (7.1) $ 9.9 $ 11.6 |
Schedule of expected benefit payments | At December 31, 2022, the total estimated future benefit payments to be paid by the plans for the next five years is approximately $14.6 million for pension benefits and $0.9 million for other benefits as follows (in millions): Payment Due Pension Benefits Other Benefits 2023 $ 2.2 $ 0.1 2024 2.6 0.2 2025 2.8 0.2 2026 3.4 0.2 2027 3.6 0.2 Thereafter 27.4 0.8 |
Schedule of net periodic pension cost | Net periodic pension cost consisted of the following (in millions): Pension Benefits Other Benefits Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2022 December 31, 2021 December 31, 2020 Service cost $ 3.3 $ 3.9 $ 2.7 $ — $ — $ — Interest cost 2.7 2.6 2.8 0.1 0.1 0.1 Expected return on assets (4.9) (5.5) (4.9) — — — Settlement 0.1 1.1 — — — — Curtailment — — — — — — Net actuarial loss/(gain) 0.1 0.1 0.9 (0.6) (1.4) (3.2) Net periodic pension cost/(gain) $ 1.3 $ 2.2 $ 1.5 $ (0.5) $ (1.3) $ (3.1) |
Schedule of assumptions used | The weighted-average assumptions used to determine net periodic pension cost and benefit obligation were: Pension Benefits Other Benefits Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2022 December 31, 2021 December 31, 2020 Discount rate 3.92 % 1.18 % 0.95 % 5.19 % 2.14 % 3.14 % Inflation 2.31 % 2.10 % 1.33 % Expected return on assets 2.84 % 1.55 % 1.76 % Interest crediting rates 0.74 % 0.34 % 0.59 % As of December 31, 2022, the expected weighted-average long-term rate of return on assets of 2.8% was calculated based on the assumptions of the following returns for each asset class: Equities 6.4 % Bonds 3.3 % Absolute return fund 4.1 % Insurance contracts 1.6 % Other 4.0 % |
Schedule of allocation of plan assets | Certain of our plans have target asset allocation ranges. As of December 31, 2022, these ranges were as follows: Equities 20%-30% Bonds 40%-50% Absolute return 10%-20% The following table sets forth the fair value of the pension plan assets (in millions): Year Ended December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Equities $ — $ 35.6 $ — $ 35.6 $ 0.1 $ 41.2 $ — $ 41.3 Bonds — 22.7 — 22.7 1.0 42.5 — 43.5 Insurance contracts — — 46.2 46.2 — — 63.3 63.3 Absolute return fund — 23.3 — 23.3 — 23.7 — 23.7 Other — 6.8 — 6.8 — 9.9 — 9.9 Total $ — $ 88.4 $ 46.2 $ 134.6 $ 1.1 $ 117.3 $ 63.3 $ 181.7 |
Schedule of summary of the changes in the fair value of the Level 3 pension plan assets | The following table sets forth a summary of the changes in the fair value of the Level 3 pension plan assets, which were measured at fair value on a recurring basis (in millions): Year Ended December 31, 2022 December 31, 2021 Assets at beginning of year $ 63.3 $ 64.2 Actual return on plan assets (15.8) 1.9 Purchases, sales and settlements, net 1.5 1.1 Foreign exchange (2.8) (3.9) Assets at end of year $ 46.2 $ 63.3 |
Earnings Per Share And Shareh_2
Earnings Per Share And Shareholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | A reconciliation of the numerators and denominators used in our basic and diluted earnings per share ("EPS") calculation is as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Numerator: Income (loss) from continuing operations (130.9) (130.9) 44.2 Income (loss) from discontinued operations, net of tax (9.7) 62.0 (206.8) Net income (loss) $ (140.6) $ (68.9) $ (162.6) Denominator: Weighted average shares outstanding for basic EPS 134.5 133.6 136.1 Dilutive effect of share-based awards* — — 1.1 Weighted average shares outstanding for diluted EPS 134.5 133.6 137.2 *In the period of a loss from continuing operations, diluted shares equal basic shares |
Schedule of dividends payable | We paid dividends as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Dividends paid (in millions) $ 142.4 $ 129.6 $ 123.9 Dividends paid (per share) $ 1.04 $ 0.96 $ 0.90 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation expense | Share-based compensation expense was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 54.9 $ 57.0 $ 53.3 |
Schedule of share-based compensation, stock options, activity | A summary of activity related to stock options is presented below (options in thousands): Number of Weighted-Average Weighted- Aggregate Options outstanding at December 31, 2020 1,344 $ 93.61 5.2 $ — Forfeited or expired (96) $ 91.10 Options outstanding at December 31, 2021 1,248 $ 93.80 4.4 $ — Forfeited or expired (117) $ 102.86 Options outstanding December 31, 2022 1,131 $ 92.87 3.7 $ — Options exercisable 1,131 $ 92.87 3.7 $ — Options expected to vest — $ — 0.0 $ — |
Schedule of aggregate intrinsic value | The aggregate intrinsic value for options exercised and the weighted-average fair value per share at the grant date for options granted was zero for the years ended December 31, 2022, December 31, 2021, and December 31, 2020. |
Schedule of weighted average grant date fair value | |
Schedule of nonvested RSUs | A summary of activity related to non-vested service-based restricted share units is presented below (units in thousands): Number of Weighted- Weighted- Aggregate Non-vested service-based share units outstanding at December 31, 2020 1,620 $ 55.82 1.0 $ 72.5 Granted 1,197 $ 41.36 Vested (782) $ 60.43 Forfeited (101) $ 46.32 Non-vested service-based share units outstanding at December 31, 2021 1,934 $ 45.52 0.8 $ 75.2 Granted 1,305 $ 36.53 Vested (1,070) $ 46.19 Forfeited (128) $ 41.12 Non-vested service-based share units outstanding at December 31, 2022 2,041 $ 39.69 0.9 $ 69.6 |
Schedule of total fair value of RSUs | The total fair value of service-based restricted share units that vested was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 49.4 $ 47.2 $ 25.9 |
Schedule of nonvested PSUs | A summary of activity related to non-vested performance-based restricted share units is presented below (units in thousands): Number of Weighted- Weighted- Aggregate Non-vested performance-based share units outstanding at December 31, 2020 751 $ 57.13 1.4 $ 33.6 Granted 381 $ 41.04 Vested (188) $ 75.58 Forfeited (26) $ 47.74 Non-vested performance-based share units outstanding at December 31, 2021 918 $ 47.10 1.2 $ 35.7 Granted 473 $ 36.48 Vested (300) $ 47.59 Forfeited (22) $ 43.93 Non-vested performance-based share units outstanding at December 31, 2022 1,069 $ 42.28 1.4 $ 36.4 |
Schedule total fair value | The total fair value of performance-based restricted share units that vested was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 14.3 $ 14.2 $ 12.7 |
RTSR | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of weighted average grant date fair value | The weighted-average fair value per share at the date of grant for RTSR performance share units granted was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 40.80 $ 41.20 $ 67.72 The total fair value of RTSR performance share units that vested was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ — $ 0.5 $ 1.5 |
Schedule of nonvested PSUs | A summary of activity related to non-vested RTSR performance share units is presented below (units in thousands): Number of Weighted- Weighted- Aggregate Non-vested RTSR performance share units outstanding at December 31, 2020 176 $ 65.04 1.5 $ 7.9 Granted 69 $ 41.20 Vested (9) $ 52.52 Non-vested RTSR performance share units outstanding at December 31, 2021 236 $ 53.85 1.2 $ 9.2 Granted 54 $ 40.80 Vested — $ — Non-vested RTSR performance share units outstanding at December 31, 2022 290 $ 47.36 1.4 $ 9.9 |
Schedule of share-based payment award, stock options, valuation assumptions | The assumptions used in estimating the fair value of the RTSR performance share units granted during each year were as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Dividend yield 2.9 % 2.3 % 1.6 % Volatility, as a percent 37.3 % 44.0 % 40.4 % Risk-free interest rate 1.7 % 0.3 % 0.6 % Expected life in years 2.8 2.8 2.8 |
Service-based Restricted Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of weighted average grant date fair value | The weighted-average fair value per share at the date of grant for service-based restricted share units granted was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 36.53 $ 41.36 $ 54.68 |
Performance-based Restricted Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of weighted average grant date fair value | The weighted-average fair value per share at the date of grant for performance-based restricted share units granted was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 $ 36.48 $ 41.04 $ 55.08 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Changes in our AOCI balances, net of tax, were as follows (in millions): Fair Value of Derivative Financial Instruments, net of tax Foreign Currency Translation Adjustments (1) Post-Employment Plan Adjustments, net of tax (1) Total AOCI Balance at December 31, 2020 $ (0.7) $ 407.3 $ (11.6) $ 395.0 OCI before reclassifications (24.9) (339.9) 7.4 (357.4) Amounts reclassified from AOCI 3.6 — (5.7) (2.1) Other comprehensive income (loss) (21.3) (339.9) 1.7 (359.5) Balance at December 31, 2021 (22.0) 67.4 (9.9) 35.5 OCI before reclassifications 47.8 (82.4) 22.3 (12.3) Amounts reclassified from AOCI (1.3) (43.6) (5.3) (50.2) Other comprehensive income (loss) 46.5 (126.0) 17.0 (62.5) Balance at December 31, 2022 $ 24.5 $ (58.6) $ 7.1 $ (27.0) (1) Amounts reclassified from AOCI relate to the divestiture of the Latin American businesses and Rosemont Pharmaceuticals. Refer to Note 3 for more information. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Charges [Abstract] | |
Schedule of restructuring charges | The following reflects our restructuring activity (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Supply Chain Reinvention (1) Other Initiatives (1) Total Total Total Beginning balance $ — $ 6.9 $ 6.9 $ 9.1 $ 19.5 Additional charges 24.3 18.2 42.5 16.9 3.2 Payments (22.1) (7.7) (29.8) (19.0) (14.2) Non-cash adjustments — 0.2 0.2 (0.1) 0.6 Ending balance $ 2.2 $ 17.6 $ 19.8 $ 6.9 $ 9.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax and components of Income tax expense (benefit) | Pre-tax income (loss) and the (benefit) provision for income taxes from continuing operations are summarized as follows (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Pre-tax income (loss): Ireland $ (212.8) $ 341.9 $ (179.9) United States (38.2) (35.3) 91.5 Other foreign 111.9 (47.9) 94.3 Total pre-tax income (loss) (139.1) 258.7 5.9 Current provision (benefit) for income taxes: Ireland 2.8 303.6 0.1 United States (7.8) 14.9 4.5 Other foreign 30.8 81.3 34.9 Subtotal 25.8 399.8 39.5 Deferred provision (benefit) for income taxes: Ireland 0.7 0.4 (0.1) United States (8.6) 3.3 (64.2) Other foreign (26.1) (13.9) (13.5) Subtotal (34.0) (10.2) (77.8) Total provision for income taxes $ (8.2) $ 389.6 $ (38.3) |
Schedule of effective income tax rate reconciliation | A reconciliation of the provision based on the Irish statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Provision at statutory rate 12.5 % 12.5 % 12.5 % Foreign rate differential 25.9 1.5 (952.9) State income taxes, net of federal benefit (0.3) 0.2 139.7 Provision to return (0.5) 0.4 144.3 Tax credits 18.6 (19.6) (229.3) Change in tax law 0.7 1.5 46.5 Change in valuation allowance (7.6) 17.1 (1,331.7) Change in unrecognized taxes 4.4 116.5 437.3 Permanent differences (42.3) 1.6 1,624.8 Legal entity restructuring (4.6) 18.6 (561.9) Taxes on unremitted earnings (0.8) 0.2 (0.1) Other (0.1) 0.1 15.0 Effective income tax rate 5.9 % 150.6 % (655.8) % |
Schedule of deferred tax assets and liabilities | The components of our net deferred income tax asset (liability) are presented on a total company basis as follows (in millions): Year Ended Deferred income tax asset (liability): December 31, 2022 December 31, 2021 Depreciation and amortization $ (511.5) $ (320.5) Right of use assets (52.6) (42.5) Unremitted earnings (3.8) 19.6 Inventory basis differences 28.7 29.4 Accrued liabilities 26.5 38.3 Lease obligations 52.3 43.2 Share-based compensation 21.4 27.5 Federal benefit of unrecognized tax positions 18.7 21.7 Loss and credit carryforwards 360.8 341.7 R&D credit carryforwards 32.2 39.4 Capitalized R&D costs 17.5 — Interest carryforwards 13.5 6.9 Other, net 29.7 13.2 Subtotal $ 33.4 $ 217.9 Valuation allowance (1) (394.5) (450.7) Net deferred income tax liability $ (361.1) $ (232.8) (1) The movement in the valuation allowance balance differs from the amount in the effective tax rate reconciliation due to adjustments affecting balance sheet only items and foreign currency. The above amounts are classified on the Consolidated Balance Sheets as follows (in millions): Year Ended December 31, 2022 December 31, 2021 Assets $ 7.1 6.5 Liabilities (368.2) (239.3) Net deferred income tax liability $ (361.1) (232.8) |
Summary of Valuation Allowance | The change in valuation allowance reducing deferred taxes was (in millions): Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Balance at beginning of period $ 450.7 $ 414.8 $ 501.3 Change in assessment (1) (14.8) 39.1 (50.3) Current year operations, foreign currency and other (41.4) (3.2) (36.2) Balance at end of period $ 394.5 $ 450.7 $ 414.8 (1) Includes reductions of $16.0 million in 2022 related primarily to projected utilization of capital losses, additions of $40.0 million related primarily to our Latin American businesses in 2021, and release of $51.5 million of valuation allowance against U.S. deferred tax assets in 2020. |
Summary of income tax contingencies | The Company operates in multiple jurisdictions with complex tax policy and regulatory environments and establishes reserves for uncertain tax positions in accordance with the accounting guidance governing uncertainty in income taxes. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The following table is presented on a total company basis and summarizes the activity related to the liability recorded for uncertain tax positions, excluding interest and penalties (in millions): Year Ended December 31, 2022 December 31, 2021 Balance at beginning of period $ 347.2 $ 396.0 Additions: Positions related to the current year 9.2 11.4 Positions related to prior years 13.4 339.0 Reductions: Settlements with taxing authorities (20.2) (344.1) Lapse of statutes of limitation — (11.9) Decrease in prior year positions (17.1) (41.9) Cumulative translation adjustment (0.9) (1.3) Balance at end of period $ 331.6 $ 347.2 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segments and Geographic Information [Abstract] | |
Schedule of segment reporting information, by segment | Below is a summary of our results by reporting segment (in millions): CSCA CSCI Held for Sale (1) Unallocated Total Year Ended December 31, 2022 Net sales $ 2,925.9 $ 1,525.7 $ — $ — $ 4,451.6 Operating income (loss) $ 366.1 $ (30.0) $ — $ (257.2) $ 78.9 Operating income % 12.5 % (2.0) % — % — % 1.8 % Total assets $ 5,134.1 $ 5,883.2 $ — $ — $ 11,017.3 Capital expenditures $ 68.1 $ 26.2 $ — $ — $ 94.3 Property, plant and equipment, net $ 772.0 $ 154.3 $ — $ — $ 926.3 Depreciation/amortization $ 123.3 $ 215.3 $ — $ — $ 338.6 Year Ended December 31, 2021 Net sales $ 2,693.1 $ 1,445.6 $ — $ — $ 4,138.7 Operating income (loss) $ 206.5 $ 36.1 $ — $ 167.8 $ 410.4 Operating income % 7.7 % 2.5 % — % — % 9.9 % Total assets $ 5,983.8 $ 4,425.8 $ 16.1 $ — $ 10,425.7 Capital expenditures $ 112.0 $ 24.0 $ — $ — $ 136.0 Property, plant and equipment, net $ 706.9 $ 157.2 $ — $ — $ 864.1 Depreciation/amortization $ 117.0 $ 179.8 $ — $ — $ 296.8 Year Ended December 31, 2020 Net sales $ 2,693.0 $ 1,395.2 $ — $ — $ 4,088.2 Operating income (loss) $ 465.0 $ 32.3 $ — $ (232.1) $ 265.2 Operating income % 17.3 % 2.3 % — % — % 6.5 % Total assets $ 4,585.1 $ 4,872.4 $ 2,030.9 $ — $ 11,488.4 Capital expenditures $ 131.4 $ 28.8 $ — $ — $ 160.2 Property, plant and equipment, net $ 701.1 $ 163.5 $ — $ — $ 864.6 Depreciation/amortization $ 109.9 $ 177.8 $ — $ — $ 287.7 Change in financial assets $ — $ — $ — $ 95.3 $ 95.3 |
Schedule of property and equipment by geographic location | The net book value of Property, plant and equipment, net by location was as follows (in millions): Year Ended December 31, 2022 December 31, 2021 U.S. $ 725.2 $ 674.9 Europe (1) 188.4 174.4 All other countries 12.7 14.8 $ 926.3 $ 864.1 |
Schedules of concentration of risk | Sales to Walmart as a percentage of Consolidated Net sales (reported primarily in CSCA) were as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 12.5% 14.0% 15.2% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 reportingUnit | |
Summary of Significant Accounting Policies [Line Items] | |
Number of reporting units | 3 |
Foreign currency forward contracts | |
Summary of Significant Accounting Policies [Line Items] | |
Maximum remaining maturity of foreign currency derivatives | 60 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 7.2 | $ 6.5 | $ 6 |
Provision for credit losses, net | 3.2 | 4 | 2.3 |
Receivables written-off | (4) | (0.7) | (2.2) |
Transfer to held for sale | 0 | (1.4) | 0 |
Currency translation adjustment | 0.4 | (1.2) | 0.4 |
Balance at end of period | $ 6.8 | $ 7.2 | $ 6.5 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | |||
Advertising expense | $ 119.3 | $ 130.9 | $ 130.5 |
CSCI | |||
Summary of Significant Accounting Policies [Line Items] | |||
Omega advertising percentage | 84% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Geographic Location (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 4,451.6 | $ 4,138.7 | $ 4,088.2 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,870 | 2,565.9 | 2,579 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,474.3 | 1,393 | 1,350.6 |
All other countries | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 107.3 | 179.8 | 158.6 |
Ireland | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 29.3 | $ 23.7 | $ 29.8 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenue by Product (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 4,451.6 | $ 4,138.7 | $ 4,088.2 |
CSCA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,925.9 | 2,693.1 | 2,693 |
CSCA | Upper Respiratory | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 564.6 | 483.1 | 505.8 |
CSCA | Nutrition | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 520.4 | 401.9 | 388.3 |
CSCA | Digestive Health | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 495.5 | 475.1 | 471.3 |
CSCA | Pain and Sleep-Aids | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 412.2 | 405.4 | 434.5 |
CSCA | Oral Care | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 312.9 | 311.9 | 288.2 |
CSCA | Healthy Lifestyle | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 288.9 | 295 | 350.3 |
CSCA | Skin Care | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 187.8 | 183.7 | 167.4 |
CSCA | Women's Health | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 45.2 | 38.2 | 35.3 |
CSCA | Vitamins, Minerals, and Supplements ("VMS") | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 27.9 | 31.7 | 27 |
CSCA | Other CSCA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 70.5 | 67.1 | 24.9 |
CSCI | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,525.7 | 1,445.6 | 1,395.2 |
CSCI | Upper Respiratory | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 258.8 | 219.4 | 255.1 |
CSCI | Digestive Health | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 21.5 | 25.6 | 26.5 |
CSCI | Pain and Sleep-Aids | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 183 | 184.8 | 190.4 |
CSCI | Oral Care | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 88.6 | 94 | 97.8 |
CSCI | Healthy Lifestyle | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 136.4 | 173.3 | 160.2 |
CSCI | Skin Care | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 432.2 | 378.3 | 302.1 |
CSCI | Women's Health | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 99 | 54.5 | 54.9 |
CSCI | Vitamins, Minerals, and Supplements ("VMS") | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 191.8 | 225.8 | 201 |
CSCI | Other CSCI | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 114.4 | $ 89.9 | $ 107.2 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 4,451.6 | $ 4,138.7 | $ 4,088.2 |
Contract manufacturing | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 350.1 | $ 299.7 | $ 261.4 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Short-term contract assets | $ 41.5 | $ 40.2 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) € in Millions, $ in Millions | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Nov. 01, 2022 USD ($) | Apr. 29, 2022 EUR (€) | Apr. 29, 2022 USD ($) | Oct. 30, 2020 EUR (€) brand | Oct. 30, 2020 USD ($) brand | Apr. 01, 2020 USD ($) | Feb. 13, 2020 USD ($) | Jan. 03, 2020 USD ($) | Dec. 31, 2022 USD ($) | Oct. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||
Increase (decrease) in goodwill from measurement period adjustments | $ 0 | |||||||||||||
Increase in deferred income tax liabilities from measurement period adjustments | $ 15.1 | |||||||||||||
Increase in definite-lived intagibles from measurement period adjustments | 68.7 | |||||||||||||
Decrease in-definite lived intangibles from measurement period adjustments | 10.6 | |||||||||||||
Cost of sales | 10.2 | |||||||||||||
Selling | 1.4 | |||||||||||||
Goodwill | 3,490.4 | $ 3,490.4 | $ 3,095.7 | $ 3,490.4 | 2,999.4 | |||||||||
Business acquisitions | 559.5 | |||||||||||||
CSCA | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Increase (decrease) in goodwill from measurement period adjustments | 2.4 | |||||||||||||
Goodwill | 2,044.4 | 2,044.4 | 1,905 | 2,044.4 | 1,902.4 | |||||||||
Business acquisitions | 141.7 | |||||||||||||
CSCI | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Increase (decrease) in goodwill from measurement period adjustments | (2.4) | |||||||||||||
Goodwill | 1,446 | 1,446 | 1,190.7 | 1,446 | $ 1,097 | |||||||||
Business acquisitions | $ 417.8 | |||||||||||||
Developed product technology | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of intangible assets | 14 years | |||||||||||||
HRA Pharma | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of interest acquired | 100% | |||||||||||||
Purchase Price | € 1,800 | $ 1,945.6 | ||||||||||||
Net sales since acquisition | 193.6 | |||||||||||||
Net income (loss) since acquisition | (59.4) | |||||||||||||
Cost of sales of acquiree since acquisition | 23.8 | |||||||||||||
Assets of acquiree since acquisition date | $ 67.6 | |||||||||||||
General transaction costs | $ 46.9 | |||||||||||||
Increase (decrease) in goodwill from measurement period adjustments | (58.6) | $ 1.9 | ||||||||||||
Increase (decrease) in inventory from measurement period adjustments | 11 | (1.2) | ||||||||||||
Increase in deferred income tax liabilities from measurement period adjustments | 1.1 | |||||||||||||
Net increase in other liabilities from measurement period adjustments | 0.7 | |||||||||||||
Decrease in accounts payable from measurement period adjustments | $ 1.1 | |||||||||||||
Decrease in accrued income tax from measurement period adjustments, | $ 4.6 | |||||||||||||
Goodwill | $ 559.5 | |||||||||||||
HRA Pharma | Developed product technology | Minimum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of intangible assets | 8 years | 8 years | ||||||||||||
HRA Pharma | Developed product technology | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of intangible assets | 18 years | 18 years | ||||||||||||
HRA Pharma | Trademarks and trade names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of intangible assets | 20 years | 20 years | ||||||||||||
HRA Pharma | Distribution networks | Minimum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of intangible assets | 2 years | 2 years | ||||||||||||
HRA Pharma | Distribution networks | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of intangible assets | 21 years | 21 years | ||||||||||||
Nestlé’s Gateway Infant Formula Plant and Good Start® infant formula | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase Price | $ 110 | |||||||||||||
Net sales since acquisition | 42.7 | |||||||||||||
Net income (loss) since acquisition | 11.5 | |||||||||||||
Cost of sales of acquiree since acquisition | $ 7.9 | |||||||||||||
General transaction costs | $ 4.9 | |||||||||||||
Useful life of intangible assets | 13 years 3 months 18 days | |||||||||||||
Sanofi Brands | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of brands acquired | brand | 3 | 3 | ||||||||||||
Purchase price paid | € 53.3 | $ 62.3 | ||||||||||||
Useful life of intangible assets | 18 years 9 months 18 days | 18 years 9 months 18 days | ||||||||||||
Sanofi Brands | Brand | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets acquired | $ 52.5 | |||||||||||||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase Price | $ 113 | |||||||||||||
Net sales since acquisition | 72.3 | |||||||||||||
Net income (loss) since acquisition | 2.1 | |||||||||||||
General transaction costs | 4.4 | |||||||||||||
Increase (decrease) in inventory from measurement period adjustments | 2 | |||||||||||||
Purchase price paid | $ 106.2 | |||||||||||||
Goodwill | $ 17.2 | |||||||||||||
Weighted-average useful life (in years) | 17 years 9 months 18 days | |||||||||||||
Dexsil | Brand | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets acquired | $ 8 | |||||||||||||
Weighted-average useful life (in years) | 25 years | |||||||||||||
Steripod | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price paid | $ 26 | |||||||||||||
Steripod | Brand | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets acquired | $ 25.1 | |||||||||||||
Weighted-average useful life (in years) | 25 years |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Consideration Paid For HRA Pharma (Details) $ in Millions, € in Billions | Apr. 29, 2022 EUR (€) | Apr. 29, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Assets acquired: | |||||
Goodwill | $ 3,490.4 | $ 2,999.4 | $ 3,095.7 | ||
HRA Pharma | |||||
Business Acquisition [Line Items] | |||||
Purchase Price | € 1.8 | $ 1,945.6 | |||
Assets acquired: | |||||
Cash and cash equivalents | 44.2 | ||||
Accounts receivable | 78.1 | ||||
Inventories | 48.3 | ||||
Prepaid expenses and other current assets | 16.6 | ||||
Property, plant and equipment, net | 4.6 | ||||
Operating lease assets | 9.7 | ||||
Goodwill | 559.5 | ||||
Indefinite-lived intangibles: (1) | 1,446.2 | ||||
Deferred income taxes | 12.4 | ||||
Other non-current assets | 0.8 | ||||
Total assets | 2,220.4 | ||||
Liabilities assumed: | |||||
Accounts payable | 43.4 | ||||
Deferred income taxes | 16.1 | ||||
Accrued customer programs | 9 | ||||
Other accrued liabilities | 8.9 | ||||
Accrued income taxes | 0.5 | ||||
Deferred income taxes | 186.2 | ||||
Other non-current liabilities | 10.6 | ||||
Total liabilities | 274.7 | ||||
Noncontrolling interest | 0.1 | ||||
Net assets acquired | 1,945.6 | ||||
HRA Pharma | In-process research and development | |||||
Assets acquired: | |||||
Indefinite-lived intangibles: (1) | 52.7 | ||||
HRA Pharma | Trademarks and trade names | |||||
Assets acquired: | |||||
Definite-lived intangibles: | 1,124 | ||||
HRA Pharma | Developed product technology | |||||
Assets acquired: | |||||
Definite-lived intangibles: | 185.1 | ||||
HRA Pharma | Distribution networks | |||||
Assets acquired: | |||||
Definite-lived intangibles: | $ 84.4 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Consideration Paid and Provisional Amounts of the Assets Acquired (Details) - Nestlé’s Gateway Infant Formula Plant and Good Start® infant formula $ in Millions | Nov. 01, 2022 USD ($) |
Business Acquisition [Line Items] | |
Purchase price paid | $ 110 |
Inventories | 29.8 |
Property, plant and equipment, net | 61.5 |
Total intangible assets | 18.7 |
Net assets acquired | 110 |
Distribution and license agreements and supply agreements | |
Business Acquisition [Line Items] | |
Total intangible assets | 14 |
Customer relationships and distribution networks | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 4.7 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Consideration Paid and Provisional Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2020 | |
Business Acquisition [Line Items] | |||||
Cash consideration - net of cash acquired | $ 2,011.4 | $ 0 | $ 168.5 | ||
Assets acquired: | |||||
Goodwill | $ 3,095.7 | $ 3,490.4 | $ 2,999.4 | 3,095.7 | |
Oral Care Assets of High Ridge Brands (Dr. Fresh) | |||||
Business Acquisition [Line Items] | |||||
Purchase price paid | 106.2 | ||||
Prepayment of contract consideration | 2 | $ 2 | |||
General transaction costs | 4.4 | ||||
Net sales since acquisition | 72.3 | ||||
Net income (loss) since acquisition | 2.1 | ||||
Inventory costs stepped up to acquisition date fair value | $ 2 | ||||
Assets acquired: | |||||
Accounts receivable | $ 13.1 | ||||
Inventories | 22.2 | ||||
Prepaid expenses and other current assets | 0.4 | ||||
Property, plant and equipment, net | 0.7 | ||||
Operating lease assets | 2.6 | ||||
Goodwill | 17.2 | ||||
Total intangible assets | 66.1 | ||||
Total assets | 122.3 | ||||
Liabilities assumed: | |||||
Accounts payable | 6.1 | ||||
Other accrued liabilities | 3.8 | ||||
Payroll and related taxes | 0.7 | ||||
Accrued customer programs | 3 | ||||
Other non-current liabilities | 2.5 | ||||
Total liabilities | 16.1 | ||||
Net assets acquired | 106.2 | ||||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Distribution and License Agreements and Supply Agreements | |||||
Assets acquired: | |||||
Definite-lived intangibles: | 2.2 | ||||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Developed product technology, formulations, and product rights | |||||
Assets acquired: | |||||
Definite-lived intangibles: | 0.1 | ||||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Customer relationships and distribution networks | |||||
Assets acquired: | |||||
Definite-lived intangibles: | 20.6 | ||||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Trademarks, trade names, and brands | |||||
Assets acquired: | |||||
Definite-lived intangibles: | $ 43.2 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Pro Forma Impact of Ranir Acquisition (Details) - Ranir Global Holdings, LLC - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Net sales | $ 4,745.9 | $ 4,592.3 | $ 4,136.5 |
Net income (loss) | $ (13) | $ (262.4) | $ 58.2 |
Acquisitions and Divestitures_6
Acquisitions and Divestitures - Divestitures (Details) £ in Millions, $ in Millions | 12 Months Ended | |||||||||
Mar. 24, 2022 USD ($) | Mar. 09, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 02, 2021 USD ($) | Jul. 03, 2021 USD ($) | Jun. 19, 2020 USD ($) | Jun. 19, 2020 GBP (£) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Net proceeds from sale of businesses | $ 58.7 | $ 1,491.9 | $ 187.8 | |||||||
Gain (loss) on sale of business | $ 0 | 47.5 | $ (20.9) | |||||||
Disposal Group Not Discontinued Operation Gain Loss On Disposal Statement Of Income Extensible List Not Disclosed Flag | impairment charge | |||||||||
Goodwill impairment charge | 16.1 | |||||||||
CSCA | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill impairment charge | $ 6.1 | 6.1 | ||||||||
CSCI | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill impairment charge | 10 | |||||||||
Discontinued Operations, Disposed of by Sale | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Installment receivable, period one | 12 months | |||||||||
Installment receivable, period two | 18 months | |||||||||
Installment receivables | $ 11.3 | |||||||||
Contingent consideration | 7.2 | |||||||||
Rosemont Pharmaceuticals | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net proceeds from sale of businesses | $ 195 | £ 155.6 | ||||||||
Foreign currency translation adjustment | (46.4) | |||||||||
Rosemont Pharmaceuticals | CSCI | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gain (loss) on sale of business | $ (21.1) | |||||||||
Advent International | Discontinued Operations, Disposed of by Sale | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration in definitive agreement to sell | 23.9 | |||||||||
Net proceeds from sale of businesses | 5.4 | |||||||||
Latin America Business | Discontinued Operations, Disposed of by Sale | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gain (loss) on sale of business | $ (1.4) | |||||||||
Mexico and Brazil-based Over-the-counter Businesses | Assets Held for Sale | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value impairment charge | $ 1 | $ 2.6 | $ 152.5 | 156.1 | ||||||
Total impairment charge | 162.2 | |||||||||
Mexico and Brazil-based Over-the-counter Businesses | Assets Held for Sale | Current assets held for sale | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Assets held for sale | 16.1 | 16.1 | ||||||||
Mexico and Brazil-based Over-the-counter Businesses | Assets Held for Sale | Current liabilities held for sale | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Liabilities held for sale | $ 32.9 | $ 32.9 | ||||||||
ScarAway | CSCI | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net proceeds from sale of businesses | $ 20.7 | |||||||||
Gain (loss) on sale of business | $ 3.6 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jul. 06, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on sale of business | $ 0 | $ 47.5 | $ (20.9) | |
Foreign currency translation gain | $ 159.3 | |||
RX Pharmaceuticals | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total consideration in definitive agreement to sell | 1,550 | |||
Potential R&D milestone payments and contingent purchase obligations assumed by purchaser | 53.3 | |||
Gain (loss) on sale of business | $ 47.5 | |||
Separation costs | $ 40.8 | |||
Supply agreement term | 4 years | |||
Supply agreement, extension period | 7 years | |||
Aggregate cap on buyer's obligation for certain pre-closing liabilities (percent) | 50% | |||
Aggregate cap on buyer's obligation for certain pre-closing liabilities | $ 50 |
Discontinued Operations - Summa
Discontinued Operations - Summary of the Results of the TSA and Supply Agreements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase of inventory | $ 76.7 | $ 2.4 | $ 170.6 |
Discontinued Operations, Disposed of by Sale | RX Business | RX Pharmaceuticals | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase of inventory | 55.9 | 18.4 | |
Discontinued Operations, Disposed of by Sale | RX Pharmaceuticals | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from transition services agreement | 8.9 | 3.6 | |
Proceeds from supply and distribution agreements | 105.7 | 28.7 | |
Payments for supply arrangements | 51.4 | 12 | |
Discontinued Operations, Disposed of by Sale | RX Pharmaceuticals | Other Operating Expense (Income) | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from transition services agreement | 10.3 | 7.2 | |
Discontinued Operations, Disposed of by Sale | RX Pharmaceuticals | Net Sales | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Product sales and royalty income from transition services agreement | $ 124.2 | $ 60.6 |
Discontinued Operations - Resul
Discontinued Operations - Results of Discontinued Operations (Details) - Discontinued Operations, Disposed of by Sale - RX Pharmaceuticals - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | $ 0 | $ 405.1 | $ 975 |
Cost of sales | 0 | 258.4 | 645.1 |
Gross profit | 0 | 146.7 | 329.9 |
Distribution | 0 | 6.1 | 15.2 |
Research and development | 0 | 30.8 | 54.8 |
Selling | 0 | 16.3 | 30.1 |
Administration | 4.6 | 36.4 | 31.8 |
Impairment charges | 0 | 0 | 346.8 |
Restructuring charges | 0 | 0 | 0.3 |
Other operating expense (income) | 0 | (0.4) | 0.7 |
Total operating expenses | 4.6 | 89.2 | 479.7 |
Operating income | (4.6) | 57.5 | (149.8) |
Interest expense, net | 0 | 0.8 | 3.5 |
Other (income) expense, net | 0 | (1.6) | 2 |
Income before income taxes | (4.6) | 58.3 | (155.3) |
Gain on disposal of discontinued operations before tax | 0 | (47.5) | 0 |
Income (loss) from discontinued operation, before income tax | (4.6) | 105.8 | (155.3) |
Income tax expense | 5.1 | 43.8 | 51.5 |
Income (loss) from discontinued operations, net of tax | $ (9.7) | $ 62 | $ (206.8) |
Discontinued Operations - Cash
Discontinued Operations - Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Mar. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from discontinued operations investing activities: | |||||
Net proceeds from sale of businesses | $ 58.7 | $ 1,491.9 | $ 187.8 | ||
Discontinued Operations, Disposed of by Sale | RX Pharmaceuticals | |||||
Cash flows from discontinued operations operating activities: | |||||
Depreciation and amortization | 0 | 15.4 | 97 | ||
Restructuring charges | 0 | 0 | 0.3 | ||
Impairment charges | 0 | 0 | 346.8 | ||
Share-based compensation | 0 | 10.8 | 5.2 | ||
Gain on sale of business | 0 | (47.5) | 0 | ||
Cash flows from discontinued operations investing activities: | |||||
Asset acquisitions | $ (53.3) | $ (16.4) | 0 | (69.7) | 0.9 |
Additions to property, plant and equipment | 0 | (16.1) | 10.2 | ||
Net proceeds from sale of businesses | $ 53.3 | $ 1,491.9 | $ 0 |
Discontinued Operations - Addit
Discontinued Operations - Additional Cash Flow Information (Details) $ in Millions | 12 Months Ended | |||||
Mar. 08, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 15, 2015 brand | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of ANDAs acquired | brand | 2 | |||||
Discontinued Operations, Disposed of by Sale | RX Pharmaceuticals | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Asset acquisitions | $ | $ 53.3 | $ 16.4 | $ 0 | $ 69.7 | $ (0.9) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 620.3 | $ 549.2 |
Work in process | 262.2 | 251.9 |
Raw materials | 267.8 | 219.1 |
Total inventories | $ 1,150.3 | $ 1,020.2 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other (income) expense, net | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method, other expense (income) | $ 0.4 | $ 2 | $ 3 |
Equity securities, equity method, other expense (income) | 1.5 | 1.1 | $ (3) |
Prepaid expenses and other current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method | 0.1 | 0.4 | |
Other non-current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method | 1.7 | 1.8 | |
Equity method investments | $ 63.4 | $ 66.4 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Schedule (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | $ 1,916.3 | $ 1,775.7 |
Less: accumulated depreciation | (990) | (911.6) |
Property, plant and equipment, net | 926.3 | 864.1 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 51.6 | 51.3 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 593 | 537.6 |
Machinery, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | $ 1,271.7 | $ 1,186.8 |
Minimum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years | |
Minimum | Machinery, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 3 years | |
Maximum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 45 years | |
Maximum | Machinery, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Impairment Of Intangible Asset Indefinite Lived Excluding Goodwill Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | disposed assets | ||
Depreciation | $ 86.2 | $ 86.8 | $ 75.6 |
In-process research and development | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of intangible assets, indefinite-lived | $ 4.6 | $ 0.9 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Lease cost | $ 49.6 | $ 44.5 | $ 41.7 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 217.1 | $ 166.9 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance leases | $ 22 | $ 27.9 |
Right-of-use assets | $ 239.1 | $ 194.8 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Operating lease liability, current | $ 28.4 | $ 26 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current indebtedness | Current indebtedness |
Finance lease liability, current | $ 3.3 | $ 4.9 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Operating lease liability, noncurrent | $ 189.5 | $ 147.3 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total long-term debt, less current portion | Total long-term debt, less current portion |
Finance lease liability, noncurrent | $ 17.4 | $ 20.9 |
Present value of lease liabilities | 238.6 | 199.1 |
Total operating lease liabilities | 217.9 | 173.3 |
Total finance lease liabilities | 20.7 | 25.8 |
CSCA | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 100.5 | 98.2 |
Finance leases | 13.8 | 15.3 |
Total operating lease liabilities | 102.2 | 99.7 |
Total finance lease liabilities | 14.9 | 16 |
CSCI | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 49.5 | 30.7 |
Finance leases | 6.6 | 7.9 |
Total operating lease liabilities | 51.7 | 31.8 |
Total finance lease liabilities | 4.1 | 5 |
Unallocated | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 67.1 | 38 |
Finance leases | 1.6 | 4.7 |
Total operating lease liabilities | 64 | 41.8 |
Total finance lease liabilities | $ 1.7 | $ 4.8 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating leases | $ 44.2 | $ 38.6 | $ 37.3 |
Finance leases | |||
Amortization | 5.4 | 5.9 | 4.4 |
Interest | 0.7 | 0.8 | 0.8 |
Total finance leases | $ 6.1 | $ 6.7 | $ 5.2 |
Leases - Annual Future Maturiti
Leases - Annual Future Maturities of Leases (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 | $ 33 | |
2024 | 28.9 | |
2025 | 27 | |
2026 | 22 | |
2027 | 21.4 | |
After 2027 | 117.5 | |
Total lease payments | 249.8 | |
Less: Interest | 31.9 | |
Present value of lease liabilities | 217.9 | $ 173.3 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2023 | 3.8 | |
2024 | 2.4 | |
2025 | 2.2 | |
2026 | 2 | |
2027 | 2.1 | |
After 2027 | 11.6 | |
Total lease payments | 24.1 | |
Less: Interest | 3.4 | |
Present value of lease liabilities | 20.7 | 25.8 |
Lease Liabilities, Payments, Due [Abstract] | ||
2023 | 36.8 | |
2024 | 31.3 | |
2025 | 29.2 | |
2026 | 24 | |
2027 | 23.5 | |
After 2027 | 129.1 | |
Total lease payments | 273.9 | |
Less: Interest | 35.3 | |
Present value of lease liabilities | $ 238.6 | $ 199.1 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases | 10 years 11 months 19 days | 11 years 5 months 4 days |
Weighted-average remaining lease term - finance leases | 9 years 5 months 19 days | 9 years 2 months 23 days |
Weighted-average discount rate - operating leases | 2.48% | 2.63% |
Weighted-average discount rate - finance leases | 2.92% | 2.79% |
Leases - Cash Flow Classificati
Leases - Cash Flow Classifications (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 39.3 | $ 33.5 |
Operating cash flows for finance leases | 0.7 | 0.8 |
Financing cash flows for finance leases | 4.9 | 5.3 |
Leased assets obtained in exchange for new finance lease liabilities | 0 | 4.6 |
Leased assets obtained in exchange for new operating lease liabilities | $ 73.9 | $ 48.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 2,999.4 | $ 3,095.7 | |
Impairments | (16.1) | ||
Currency translation adjustments | (68.5) | (80.2) | |
Purchase accounting adjustments | 0 | ||
Business acquisitions | 559.5 | ||
Ending balance | 3,490.4 | 2,999.4 | |
CSCA | |||
Goodwill [Roll Forward] | |||
Beginning balance | 1,902.4 | 1,905 | |
Impairments | $ (6.1) | (6.1) | |
Currency translation adjustments | 0.3 | 1.1 | |
Purchase accounting adjustments | 2.4 | ||
Business acquisitions | 141.7 | ||
Ending balance | 2,044.4 | 1,902.4 | |
Accumulated impairments | (6.1) | ||
CSCI | |||
Goodwill [Roll Forward] | |||
Beginning balance | 1,097 | 1,190.7 | |
Impairments | (10) | ||
Currency translation adjustments | (68.8) | (81.3) | |
Purchase accounting adjustments | (2.4) | ||
Business acquisitions | 417.8 | ||
Ending balance | 1,446 | 1,097 | |
Accumulated impairments | $ (878.4) | $ (878.4) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jul. 02, 2022 USD ($) | Dec. 31, 2022 USD ($) reportingUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule of Definite and Indefinite Intangible Asset [Line Items] | ||||
Number of reporting units | reportingUnit | 3 | |||
Goodwill impairment charge | $ 16.1 | |||
Amortization of intangible assets | $ 252.4 | 210 | $ 212.2 | |
In-process research and development | ||||
Schedule of Definite and Indefinite Intangible Asset [Line Items] | ||||
Impairment of intangible assets, indefinite-lived | $ 4.6 | 0.9 | ||
CSCI | ||||
Schedule of Definite and Indefinite Intangible Asset [Line Items] | ||||
Goodwill impairment charge | $ 10 | |||
CSCI | Operating Segments | ||||
Schedule of Definite and Indefinite Intangible Asset [Line Items] | ||||
Number of reporting units | reportingUnit | 2 | |||
Developed product technology | ||||
Schedule of Definite and Indefinite Intangible Asset [Line Items] | ||||
Payments for capitalized intangible assets | $ 10 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets, gross | $ 58.6 | $ 5.3 |
Definite lived assets, gross | 4,949 | 3,678.5 |
Accumulated amortization | 1,718.8 | 1,532.4 |
Total other intangible assets | 5,007.6 | 3,683.8 |
Distribution and license agreements and supply agreements | ||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Definite lived assets, gross | 94.9 | 73.2 |
Accumulated amortization | 58.1 | 56.9 |
Developed product technology | ||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Definite lived assets, gross | 484.8 | 300.2 |
Accumulated amortization | 211.8 | 191.4 |
Customer relationships and distribution networks | ||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Definite lived assets, gross | 1,825.1 | 1,820.7 |
Accumulated amortization | 965.9 | 887.8 |
Trademarks and trade names | ||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Definite lived assets, gross | 2,542.2 | 1,482.3 |
Accumulated amortization | 481 | 394.2 |
Non-compete agreements | ||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Definite lived assets, gross | 2 | 2.1 |
Accumulated amortization | 2 | 2.1 |
Trademarks, trade names, and brands | ||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets, gross | 3.2 | 3.5 |
In-process research and development | ||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||
Indefinite-lived intangible assets, gross | $ 55.4 | $ 1.8 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Intangible Asset Remaining Weighted-Average Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Distribution and license agreements and supply agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining weighted-average useful life (years) | 14 years |
Developed product technology | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining weighted-average useful life (years) | 14 years |
Customer relationships and distribution networks | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining weighted-average useful life (years) | 14 years |
Trademarks, trade names, and brands | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining weighted-average useful life (years) | 17 years |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2023 | $ 275.8 |
2024 | 238 |
2025 | 231.4 |
2026 | 223.8 |
2027 | 218.3 |
Thereafter | $ 2,042.9 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments at Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Assets: | |||
Goodwill | $ 2,999.4 | $ 3,490.4 | $ 3,095.7 |
Assets Held for Sale | Mexico and Brazil-based Over-the-counter Businesses | |||
Liabilities: | |||
Total impairment charge | 162.2 | ||
Recurring | Level 1 | |||
Assets: | |||
Investment securities | 0.4 | 0.1 | |
Foreign currency forward contracts | 0 | 0 | |
Foreign currency option contracts | 0 | 0 | |
Total assets | 0.4 | 0.1 | |
Liabilities: | |||
Foreign currency forward contracts | 0 | 0 | |
Cross-currency swap | 0 | 0 | |
Total liabilities | 0 | 0 | |
Recurring | Level 1 | Interest rate swap agreements | |||
Assets: | |||
Interest Rate Swap Agreements | 0 | 0 | |
Recurring | Level 2 | |||
Assets: | |||
Investment securities | 0 | 0 | |
Foreign currency forward contracts | 5.7 | 4.2 | |
Foreign currency option contracts | 5 | 0 | |
Total assets | 10.7 | 7.2 | |
Liabilities: | |||
Foreign currency forward contracts | 2.4 | 5.2 | |
Cross-currency swap | 13.8 | 96.1 | |
Total liabilities | 16.2 | 101.3 | |
Recurring | Level 2 | Interest rate swap agreements | |||
Assets: | |||
Interest Rate Swap Agreements | 0 | ||
Recurring | Level 3 | |||
Assets: | |||
Investment securities | 0 | 0 | |
Foreign currency forward contracts | 0 | 0 | |
Foreign currency option contracts | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities: | |||
Foreign currency forward contracts | 0 | 0 | |
Cross-currency swap | 0 | 0 | |
Total liabilities | 0 | 0 | |
Recurring | Level 3 | Interest rate swap agreements | |||
Assets: | |||
Interest Rate Swap Agreements | 0 | 0 | |
Nonrecurring | Level 1 | |||
Assets: | |||
Goodwill | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities: | |||
Liabilities held-for-sale, net | 0 | 0 | |
Total liabilities | 0 | 0 | |
Nonrecurring | Level 2 | |||
Assets: | |||
Goodwill | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities: | |||
Liabilities held-for-sale, net | 0 | 0 | |
Total liabilities | 0 | 0 | |
Nonrecurring | Level 3 | |||
Assets: | |||
Goodwill | 71.7 | 0 | |
Total assets | 71.7 | 0 | |
Liabilities: | |||
Liabilities held-for-sale, net | 16.8 | 0 | |
Total liabilities | 16.8 | 0 | |
CSCA | |||
Assets: | |||
Goodwill | 1,902.4 | $ 2,044.4 | $ 1,905 |
CSCA | Nonrecurring | |||
Assets: | |||
Goodwill | $ 81.7 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Oral Care | 12 Months Ended |
Dec. 31, 2021 | |
Long-term growth rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Indefinite-lived intangible assets, measurement input (percent) | 0.020 |
Discount rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Discounted cash flow (percent) | 0.0975 |
Tax rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Discounted cash flow (percent) | 0.165 |
Tax rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Discounted cash flow (percent) | 0.291 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Public bonds | $ 2,544.4 | $ 2,913.5 | $ 2,300 |
Public bonds | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Public bonds | 2,225.4 | 2,847.2 | |
Private placement note | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value (excluding premium) | 0 | 162.6 | |
Reported Value Measurement | Public bonds | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Public bonds | 2,544.4 | 2,760 | |
Reported Value Measurement | Private placement note | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value (excluding premium) | $ 0 | $ 153.5 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Oct. 25, 2022 USD ($) derivative | Apr. 30, 2022 USD ($) brand derivative | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 01, 2022 USD ($) | Sep. 30, 2021 USD ($) derivative | |
Derivatives, Fair Value [Line Items] | |||||||
Net foreign exchange losses | $ 59.9 | $ 26.8 | $ 0.3 | ||||
Non-designated derivatives | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Amount of loss recognized in income | 6.2 | (3.8) | 2.4 | ||||
Foreign currency options | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivative, number of instruments held | derivative | 2 | 2 | |||||
Notional amount of derivatives | $ 2,000 | ||||||
Payments for premiums on derivative instruments | $ 37.1 | ||||||
Foreign currency options | Non-designated derivatives | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | $ 1,100 | ||||||
Amount of loss recognized in income | $ 16.2 | $ 20.9 | $ 0 | ||||
Interest rate swap agreements | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivative, number of instruments held | derivative | 5 | ||||||
Interest rate swap agreements | Net Investment Hedging | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivative, number of instruments held | derivative | 3 | 3 | |||||
Payments for (proceeds from) derivative instrument, investing activities | $ 98.8 | ||||||
Interest rate swap agreements | Net Investment Hedging | October 25, 2022 Through December 15, 2024 | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | 700 | ||||||
Interest rate swap agreements | Net Investment Hedging | October 25, 2022 through March 25, 2026 | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | 700 | ||||||
Interest rate swap agreements | Net Investment Hedging | October 25, 2022 through June 15, 2030 | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | $ 100 | ||||||
Interest rate swap agreements | Cash Flow Hedging | June 1, 2022 Through April 1, 2029 | Maximum | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | $ 1,000 | ||||||
Interest rate swap agreements | Cash Flow Hedging | June 1, 2022 Through April 1, 2029 | Minimum | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | $ 812.5 | ||||||
Interest rate swap agreements | Cash Flow Hedging | June 1, 2022 Through April 1, 2027 | Maximum | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | $ 487.5 | ||||||
Interest rate swap agreements | Cash Flow Hedging | June 1, 2022 Through April 1, 2027 | Minimum | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount of derivatives | $ 387.5 | ||||||
Interest rate swap agreements | Cash Flow Hedging | New Term Loan B Facility | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivative, number of instruments held | derivative | 3 | ||||||
Interest rate swap agreements | Cash Flow Hedging | New Term Loan A Facility | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivative, number of instruments held | brand | 2 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) - Foreign currency forward contracts - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Maximum remaining maturity of foreign currency derivatives | 60 months | |
Notional amount of derivatives | $ 593.6 | $ 588.1 |
British Pound (GBP) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 224.9 | 135.8 |
European Euro (EUR) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 61.7 | 232.6 |
Swedish Krona (SEK) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 56.9 | 47.8 |
Danish Krone (DKK) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 51.7 | 37.5 |
United States Dollar (USD) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 51.7 | 22.9 |
Chinese Yuan (CNH) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 34.4 | 37.7 |
Polish Zloty (PLZ) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 25.2 | 21 |
Canadian Dollar (CAD) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 24.9 | 29 |
Mexican Peso (MXN) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 13.3 | 1 |
Norwegian Krone (NOK) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 12.4 | 11 |
Hungarian Forint (HUF) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 10.6 | 0 |
Other | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 25.9 | 11.8 |
Derivative, notional amount, maximum individual amount | $ 10 | $ 10 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Designated derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | $ 52.3 | $ 4.8 |
Liabilities | 100.3 | 15 |
Non-designated derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 2.4 | 5.9 |
Foreign currency forward contracts | Designated derivative assets | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 1.1 | 3.5 |
Foreign currency forward contracts | Designated derivative assets | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0.7 | 1.3 |
Foreign currency forward contracts | Designated derivative assets | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 4.2 | 1.2 |
Foreign currency forward contracts | Non-designated derivatives | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 2.4 | 0.9 |
Foreign currency forward contracts | Non-designated derivatives | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 1 | 1.2 |
Cross-currency swap | Designated derivative assets | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 96.1 | 13.8 |
Foreign currency options | Non-designated derivatives | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 5 |
Interest rate swap agreements | Designated derivative assets | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 3 | 0 |
Interest rate swap agreements | Designated derivative assets | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | $ 47.5 | $ 0 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Non-Designated Derivatives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | ||
Non-designated derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in income | $ 6.2 | $ (3.8) | $ 2.4 |
Foreign currency forward contracts | Other (income) expense, net | Non-designated derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in income | 8.2 | (5.1) | (1.1) |
Foreign currency forward contracts | Interest expense, net | Non-designated derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in income | (2) | 1.3 | 3.5 |
Foreign currency options | Non-designated derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (gain) loss recognized in income | $ 16.2 | $ 20.9 | $ 0 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Amount of Gain (Loss) Recorded in OCI/Reclassified from AOCI into Earnings (Effective Portion) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | $ 54.6 | $ 5.7 | $ 5 |
Cash flow hedge gain (loss) reclassified to earnings, net | 1.3 | (3.6) | 0.3 |
Gain (Loss) from components excluded from assessment of cash flow hedge effectiveness, net | (2.1) | 1.2 | 1.5 |
Amount of Gain/(Loss) Recorded in OCI, Net investment hedges | (31.2) | ||
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 6.5 | ||
Gain (loss) on cash flow hedges to be reclassified during next 12 months | 8.5 | ||
Treasury locks | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | 0 | 0 | 0 |
Treasury locks | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | (0.1) | (0.1) | (0.1) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 |
Treasury locks | Net Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Treasury locks | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Treasury locks | Other (income) expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Interest rate swap agreements | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | 50.5 | 0 | 0 |
Interest rate swap agreements | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 4.6 | (1.8) | (1.8) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 |
Interest rate swap agreements | Net Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Interest rate swap agreements | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Interest rate swap agreements | Other (income) expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | 4.1 | 5.7 | 5 |
Amount of Gain/(Loss) Recorded in OCI, Net investment hedges | (11.2) | ||
Foreign currency forward contracts | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.1) | ||
Foreign currency forward contracts | Net Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 1.6 | (2.5) | 0.2 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.5) | 0 | 0.1 |
Foreign currency forward contracts | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | (4.8) | 0.8 | 2 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.2) | 0.5 | 0.9 |
Foreign currency forward contracts | Other (income) expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (1.4) | 0.7 | 0.5 |
Currency Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) Recorded in OCI, Net investment hedges | 5.3 | (20.1) | (20) |
Currency Swap | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $ (17.2) | $ (3.9) | $ 6.6 |
Derivative Instruments and He_8
Derivative Instruments and Hedging Activities - Classification of Gain (Loss) of Cash Flow and Fair Value Hedging Relationships (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net sales | $ 4,451.6 | $ 4,138.7 | $ 4,088.2 |
Cost of sales | 2,996.2 | 2,722.5 | 2,593.3 |
Interest expense, net | 156 | 125 | 127.7 |
Other (income) expense, net | 53.1 | 26.7 | 16.3 |
Foreign currency forward contracts | Net Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 1.6 | (2.5) | 0.2 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.5) | 0 | 0.1 |
Foreign currency forward contracts | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | (4.8) | 0.8 | 2 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.2) | 0.5 | 0.9 |
Foreign currency forward contracts | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 |
Foreign currency forward contracts | Other (income) expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (1.4) | 0.7 | 0.5 |
Treasury locks | Net Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Treasury locks | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Treasury locks | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | (0.1) | (0.1) | (0.1) |
Treasury locks | Other (income) expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Interest rate swap agreements | Net Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Interest rate swap agreements | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 |
Interest rate swap agreements | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | 4.6 | (1.8) | (1.8) |
Interest rate swap agreements | Other (income) expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from AOCI into earnings | $ 0 | $ 0 | $ 0 |
Indebtedness - Borrowings Outst
Indebtedness - Borrowings Outstanding (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 07, 2016 | Dec. 02, 2014 | Nov. 08, 2013 |
Debt Instrument [Line Items] | ||||||
Term loans | $ 1,588.3 | $ 600 | ||||
Senior notes | 2,544.4 | 2,913.5 | $ 2,300 | |||
Other financing | 20.6 | 25.8 | ||||
Unamortized premium (discount), net | (15.9) | (4.8) | ||||
Deferred financing fees | (30.8) | (14) | ||||
Total borrowings outstanding | 4,106.6 | 3,520.5 | ||||
Current indebtedness | (36.2) | (603.8) | ||||
Total long-term debt, less current portion | 4,070.4 | 2,916.7 | ||||
2019 Euro-Denominated Term Loan due August 15, 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Term loans | 0 | 600 | ||||
June 1, 2022 Through April 1, 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Term loans | 493.8 | 0 | ||||
June 1, 2022 Through April 1, 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Term loans | $ 1,094.5 | 0 | ||||
5.105% Senior note due July 28, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 5.1045% | |||||
Senior notes | $ 0 | 153.5 | ||||
4.00% Unsecured Senior Notes due November 15, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 4% | 4% | ||||
Senior notes | $ 0 | 215.6 | ||||
3.900% Notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 3.90% | 3.90% | ||||
Senior notes | $ 700 | 700 | ||||
4.375% Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 4.375% | 4.375% | ||||
Senior notes | $ 700 | 700 | ||||
4.4% Senior Notes due June 15, 2030 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 4.40% | |||||
Senior notes | $ 750 | 750 | ||||
5.300% Notes due 2043 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 5.30% | 5.30% | ||||
Senior notes | $ 90.5 | 90.5 | ||||
4.900% Notes due 2044 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 4.90% | 4.90% | ||||
Senior notes | $ 303.9 | $ 303.9 | ||||
3.9% Senior Notes due June 15, 2030 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 3.90% |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
May 19, 2022 USD ($) | Apr. 30, 2022 USD ($) | Apr. 20, 2022 USD ($) | Jul. 06, 2020 USD ($) | Jun. 19, 2020 USD ($) | Sep. 29, 2016 USD ($) | Mar. 15, 2016 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2017 USD ($) | Jun. 15, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Aug. 15, 2019 USD ($) | Mar. 08, 2018 USD ($) | Mar. 07, 2016 USD ($) | Mar. 30, 2015 USD ($) | Mar. 30, 2015 EUR (€) | Dec. 02, 2014 USD ($) | Nov. 08, 2013 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loss on extinguishment of debt | $ 8,900,000 | $ 0 | $ 20,000,000 | |||||||||||||||||||
Loans payable | 1,588,300,000 | 600,000,000 | ||||||||||||||||||||
Extinguishment of debt | $ 500,000,000 | |||||||||||||||||||||
Senior notes | 2,544,400,000 | 2,913,500,000 | $ 2,300,000,000 | |||||||||||||||||||
Line of credit facility, fair value of amount outstanding | $ 0 | 0 | ||||||||||||||||||||
Domestic Line of Credit | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, covenant, secured net leverage ratio, maximum | 3 | |||||||||||||||||||||
Maximum leverage ratio, subject to consummation of qualifying acquisitions | 3.25 | |||||||||||||||||||||
Revolving Credit Facility | Line of Credit | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | |||||||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||||||
2018 Revolver | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 1,000,000,000 | |||||||||||||||||||||
Borrowings on line of credit | $ 0 | 0 | ||||||||||||||||||||
2019 Euro-Denominated Term Loan due August 15, 2022 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, face amount | $ 600,000,000 | |||||||||||||||||||||
Debt issuance costs, gross | $ 31,300,000 | |||||||||||||||||||||
Loss on extinguishment of debt | $ 8,900,000 | |||||||||||||||||||||
Loans payable | $ 0 | 600,000,000 | ||||||||||||||||||||
3.150% Senior Notes due June 15, 2030 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 3.15% | 3.15% | ||||||||||||||||||||
Debt instrument, face amount | $ 750,000,000 | |||||||||||||||||||||
Net proceeds from issuance of debt | $ 737,100,000 | |||||||||||||||||||||
3.9% Senior Notes due June 15, 2030 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 3.90% | |||||||||||||||||||||
3.500% Unsecured Senior notes due March 15, 2021 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 3.50% | 3.50% | ||||||||||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||||||||||||
Extinguishment of debt | $ 280,400,000 | $ 219,600,000 | ||||||||||||||||||||
3.5% Senior note due 2021 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 3.50% | 3.50% | ||||||||||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||||||||||||
Extinguishment of debt | $ 309,600,000 | 190,400,000 | ||||||||||||||||||||
3.500% Senior Notes due March 15, 2021 and December 15, 2021 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loss on extinguishment of debt | 20,000,000 | |||||||||||||||||||||
4.375% Notes due 2026 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 4.375% | 4.375% | ||||||||||||||||||||
Debt instrument, face amount | $ 700,000,000 | |||||||||||||||||||||
Senior notes | $ 700,000,000 | 700,000,000 | ||||||||||||||||||||
Debt securities | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Senior notes | $ 1,200,000,000 | |||||||||||||||||||||
2015 Revolver | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Repayments of debt | $ 750,000,000 | |||||||||||||||||||||
3.900% Notes due 2024 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 3.90% | 3.90% | ||||||||||||||||||||
Debt instrument, face amount | $ 700,000,000 | |||||||||||||||||||||
Senior notes | $ 700,000,000 | 700,000,000 | ||||||||||||||||||||
4.900% Notes due 2044 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 4.90% | 4.90% | ||||||||||||||||||||
Debt instrument, face amount | $ 400,000,000 | |||||||||||||||||||||
Extinguishment of debt | 96,100,000 | |||||||||||||||||||||
Senior notes | $ 303,900,000 | 303,900,000 | ||||||||||||||||||||
2014 bonds | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Senior notes | $ 1,600,000,000 | |||||||||||||||||||||
1.30% Unsecured Senior Notes due November 8, 2016 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 1.30% | 1.30% | ||||||||||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||||||||||||
2.30% Unsecured Senior notes November 8, 2018 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 2.30% | |||||||||||||||||||||
Debt instrument, face amount | $ 600,000,000 | |||||||||||||||||||||
Extinguishment of debt | 600,000,000 | |||||||||||||||||||||
4.00% Unsecured Senior Notes due November 15, 2023 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 4% | 4% | ||||||||||||||||||||
Debt instrument, face amount | $ 800,000,000 | |||||||||||||||||||||
Extinguishment of debt | $ 215,600,000 | 584,400,000 | ||||||||||||||||||||
Senior notes | $ 0 | 215,600,000 | ||||||||||||||||||||
5.300% Notes due 2043 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 5.30% | 5.30% | ||||||||||||||||||||
Debt instrument, face amount | $ 400,000,000 | |||||||||||||||||||||
Extinguishment of debt | $ 309,500,000 | |||||||||||||||||||||
Senior notes | $ 90,500,000 | 90,500,000 | ||||||||||||||||||||
New Term Loan A Facility | Secured Debt | Line of Credit | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | |||||||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||||||
Repayments of long-term lines of credit | 6,200,000 | |||||||||||||||||||||
New Term Loan B Facility | Secured Debt | Line of Credit | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,100,000,000 | |||||||||||||||||||||
Debt instrument, term | 7 years | |||||||||||||||||||||
Repayments of long-term lines of credit | $ 5,500,000 | |||||||||||||||||||||
5.300% Unsecured Senior Notes due November 15, 2043 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 5.30% | |||||||||||||||||||||
3.900% senior note due 2024 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 3.90% | |||||||||||||||||||||
4.400% Senior Notes due June 15, 2030 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 4.40% | 4.40% | ||||||||||||||||||||
4.900% Senior Loan due 2044 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 4.90% | |||||||||||||||||||||
June 1, 2022 Through April 1, 2027 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loans payable | $ 493,800,000 | 0 | ||||||||||||||||||||
Extinguishment of debt | $ 500,000,000 | |||||||||||||||||||||
4.000% Unsecured Senior Notes due November 15, 2023 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 4% | |||||||||||||||||||||
5.105% Senior note due July 28, 2023 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 5.1045% | |||||||||||||||||||||
Senior notes | $ 0 | 153,500,000 | ||||||||||||||||||||
June 1, 2022 Through April 1, 2029 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loans payable | $ 1,094,500,000 | $ 0 | ||||||||||||||||||||
Omega | 5.1045% Senior Note | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 5.105% | 5.105% | ||||||||||||||||||||
Long-term debt | $ 147,000,000 | € 135,000,000 |
Indebtedness - Future Maturitie
Indebtedness - Future Maturities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2023 | $ 36.2 |
2024 | 739.5 |
2025 | 39.5 |
2026 | 739.5 |
2027 | 411.3 |
Thereafter | $ 2,187.3 |
Post-Employment Plans - Additio
Post-Employment Plans - Additional Information (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) year | Dec. 31, 2022 USD ($) $ / ₪ | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Recognized from AOCI | $ 0.5 | $ 0.5 | $ 0.5 | ||
Expected future benefit payments, year one through five | 14.6 | 14.6 | 14.6 | ||
Estimated future employer contributions in next fiscal year | $ 1.9 | 1.9 | 1.9 | ||
United States | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Employer nondiscretionary contribution to plan | 3% | ||||
Ireland | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Employer matching contribution, percent of employees' gross pay | 18% | ||||
Other Benefits | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Expected future benefit payments, year one through five | $ 0.9 | $ 0.9 | $ 0.9 | ||
Discount rate | 5.19% | 2.14% | 3.14% | ||
Postretirement health coverage | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Retiree eligible age | year | 65 | ||||
Pension Benefits | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Decrease in the discount rate attributable to the reduction in bond yields across the Euro zone | 2.74% | ||||
Expected return on assets, percent | 2.84% | 2.80% | 1.55% | 1.76% | |
Discount rate | 3.92% | 1.18% | 0.95% | ||
Deferred compensation arrangement with individual, by type of compensation, pension and Other Postretirement Benefits | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Cash surrender value of insurance policies | $ 35.4 | $ 35.4 | $ 35.4 | $ 38.4 | |
Deferred compensation liability, non-current | $ 29.2 | $ 29.2 | $ 29.2 | $ 31.6 |
Post-Employment Plans - Contrib
Post-Employment Plans - Contributions to the plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |||
Defined contribution plans cost | $ 29.8 | $ 28 | $ 27.3 |
Post-Employment Plans - Project
Post-Employment Plans - Projected Benefit Obligation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of period | $ 181.7 | ||
Fair value of plan assets at end of period | 134.6 | $ 181.7 | |
Pension Benefits | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of period | 202.6 | 214.3 | |
Net acquisitions/(disposals) | 1.3 | 0 | |
Service costs | 3.3 | 3.9 | $ 2.7 |
Interest cost | 2.7 | 2.6 | 2.8 |
Actuarial loss (gain) | (64.7) | 6.1 | |
Contributions paid | 0.3 | 0.3 | |
Benefits paid | (1.5) | (2) | |
Settlements | (1.7) | (7.9) | |
Foreign currency translation | (12.2) | (14.7) | |
Projected benefit obligation at end of period | 127.5 | 202.6 | 214.3 |
Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of period | 181.7 | 189.1 | |
Disposals | (1.1) | 0 | |
Actual return on plan assets | (34.2) | 12.6 | |
Benefits paid | (1.5) | (2) | |
Settlements | (1.7) | (7.9) | |
Employer contributions | 2.3 | 2.7 | |
Contributions paid | 0.3 | 0.3 | |
Foreign currency translation | (11.2) | (13.1) | |
Fair value of plan assets at end of period | 134.6 | 181.7 | 189.1 |
Funded/ (unfunded) status | 7.1 | (20.9) | |
Pension Benefits | Other non-current assets | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | 32.4 | 21.2 | |
Pension Benefits | Current assets held for sale | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | 0 | 0.4 | |
Pension Benefits | Other non-current liabilities | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | (25.3) | (39.1) | |
Pension Benefits | Current liabilities held for sale | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | 0 | (3.4) | |
Other Benefits | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of period | 3 | 3.5 | |
Net acquisitions/(disposals) | 0 | 0 | |
Service costs | 0 | 0 | 0 |
Interest cost | 0.1 | 0.1 | 0.1 |
Actuarial loss (gain) | (1) | (0.5) | |
Contributions paid | 0 | 0 | |
Benefits paid | (0.1) | (0.1) | |
Settlements | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
Projected benefit obligation at end of period | 2 | 3 | 3.5 |
Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of period | 0 | 0 | |
Disposals | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Benefits paid | (0.1) | (0.1) | |
Settlements | 0 | 0 | |
Employer contributions | 0.1 | 0.1 | |
Contributions paid | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
Fair value of plan assets at end of period | 0 | 0 | $ 0 |
Funded/ (unfunded) status | (3) | ||
Other Benefits | Other non-current assets | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | 0 | 0 | |
Other Benefits | Current assets held for sale | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | 0 | 0 | |
Other Benefits | Other non-current liabilities | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | (2) | (3) | |
Other Benefits | Current liabilities held for sale | |||
Change in Fair Value of Plan Assets [Roll Forward] | |||
Funded/ (unfunded) status | $ 0 | $ 0 |
Post-Employment Plans - Accumul
Post-Employment Plans - Accumulated benefit obligation and projected benefit obligation in excess of plan assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Postemployment Benefits [Abstract] | ||
Unfunded accumulated projected benefit obligation | $ 121.7 | $ 194.9 |
Accumulated benefit obligation | 62.4 | 104.7 |
Fair value of plan assets | 42.9 | 70 |
Projected benefit obligation | 68.2 | 112.5 |
Fair value of plan assets | $ 42.9 | $ 70 |
Post-Employment Plans - Schedul
Post-Employment Plans - Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
AOCI pension and other postretirement benefit plans | $ (7.1) | $ 9.9 | $ 11.6 |
Other Benefits | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
AOCI pension and other postretirement benefit plans | $ 0.9 | $ 0.6 | $ 0.2 |
Post-Employment Plans - Sched_2
Post-Employment Plans - Schedule of Defined Benefit Plan Amounts Recognized in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Postemployment Benefits [Abstract] | |||
AOCI pension and other postretirement benefit plans | $ (7.1) | $ 9.9 | $ 11.6 |
Post-Employment Plans - Expecte
Post-Employment Plans - Expected Future Minimum Benefit Payment (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 2.2 |
2024 | 2.6 |
2025 | 2.8 |
2026 | 3.4 |
2027 | 3.6 |
Thereafter | 27.4 |
Other Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 0.1 |
2024 | 0.2 |
2025 | 0.2 |
2026 | 0.2 |
2027 | 0.2 |
Thereafter | $ 0.8 |
Post-Employment Plans - Net per
Post-Employment Plans - Net periodic pension cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net acquisitions/(disposals) | $ (1.3) | $ 0 | |
Service costs | 3.3 | 3.9 | $ 2.7 |
Interest cost | 2.7 | 2.6 | 2.8 |
Expected return on assets | (4.9) | (5.5) | (4.9) |
Settlement | 0.1 | 1.1 | 0 |
Curtailment | 0 | 0 | 0 |
Net actuarial loss/(gain) | 0.1 | 0.1 | 0.9 |
Net periodic pension cost/(gain) | 1.3 | 2.2 | 1.5 |
Other Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net acquisitions/(disposals) | 0 | 0 | |
Service costs | 0 | 0 | 0 |
Interest cost | 0.1 | 0.1 | 0.1 |
Expected return on assets | 0 | 0 | 0 |
Settlement | 0 | 0 | 0 |
Curtailment | 0 | 0 | 0 |
Net actuarial loss/(gain) | (0.6) | (1.4) | (3.2) |
Net periodic pension cost/(gain) | $ (0.5) | $ (1.3) | $ (3.1) |
Post-Employment Plans - Weighte
Post-Employment Plans - Weighted Average Assumptions (Details) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 $ / ₪ | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Discount rate | 3.92% | 1.18% | 0.95% | |
Inflation | 2.31% | 2.10% | 1.33% | |
Expected return on assets | 2.84% | 2.80% | 1.55% | 1.76% |
Interest crediting rates | 0.74% | 0.34% | 0.59% | |
Other Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Discount rate | 5.19% | 2.14% | 3.14% |
Post-Employment Plans - Expec_2
Post-Employment Plans - Expected Long-term Rate of Return (Details) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 $ / ₪ | Dec. 31, 2021 | Dec. 31, 2020 | |
Equities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected return on assets, percent | 6.40% | |||
Bonds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected return on assets, percent | 3.30% | |||
Absolute return fund | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected return on assets, percent | 4.10% | |||
Insurance contracts | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected return on assets, percent | 1.60% | |||
Other | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected return on assets, percent | 4% | |||
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected return on assets, percent | 2.84% | 2.80% | 1.55% | 1.76% |
Post-Employment Plans - Target
Post-Employment Plans - Target Asset Allocation Ranges (Details) | Dec. 31, 2022 |
Minimum | Equities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target allocation, percentage | 20% |
Minimum | Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target allocation, percentage | 40% |
Minimum | Absolute return | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target allocation, percentage | 10% |
Maximum | Equities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target allocation, percentage | 30% |
Maximum | Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target allocation, percentage | 50% |
Maximum | Absolute return | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target allocation, percentage | 20% |
Post-Employment Plans - Fair Va
Post-Employment Plans - Fair Value of Pension Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | $ 134.6 | $ 181.7 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 1.1 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 88.4 | 117.3 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 46.2 | 63.3 | $ 64.2 |
Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 35.6 | 41.3 | |
Equities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0.1 | |
Equities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 35.6 | 41.2 | |
Equities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0 | |
Bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 22.7 | 43.5 | |
Bonds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 1 | |
Bonds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 22.7 | 42.5 | |
Bonds | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0 | |
Absolute return fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 23.3 | 23.7 | |
Absolute return fund | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0 | |
Absolute return fund | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 23.3 | 23.7 | |
Absolute return fund | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0 | |
Insurance contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 46.2 | 63.3 | |
Insurance contracts | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0 | |
Insurance contracts | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0 | |
Insurance contracts | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 46.2 | 63.3 | |
Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 6.8 | 9.9 | |
Other | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 0 | 0 | |
Other | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | 6.8 | 9.9 | |
Other | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of pension plan assets | $ 0 | $ 0 |
Post-Employment Plans - Changes
Post-Employment Plans - Changes in Fair Value of Level 3 Pension Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of period | $ 181.7 | |
Fair value of plan assets at end of period | 134.6 | $ 181.7 |
Level 3 | ||
Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of period | 63.3 | 64.2 |
Actual return on plan assets | (15.8) | 1.9 |
Purchases, sales and settlements, net | 1.5 | 1.1 |
Foreign exchange | (2.8) | (3.9) |
Fair value of plan assets at end of period | $ 46.2 | $ 63.3 |
Earnings Per Share And Shareh_3
Earnings Per Share And Shareholder's Equity - Earnings Per Share (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Income (loss) from continuing operations | $ (130.9) | $ (130.9) | $ 44.2 |
Income (loss) from discontinued operations, net of tax | (9.7) | 62 | (206.8) |
Net income (loss) | $ (140.6) | $ (68.9) | $ (162.6) |
Denominator: | |||
Weighted average share outstanding for basis EPS (in shares) | 134.5 | 133.6 | 136.1 |
Dilutive effect of share-based awards (in shares) | 0 | 0 | 1.1 |
Diluted (in shares) | 134.5 | 133.6 | 137.2 |
Earnings Per Share And Shareh_4
Earnings Per Share And Shareholder's Equity - Schedule of Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Dividends paid (in millions) | $ 142.4 | $ 129.6 | $ 123.9 |
Dividends paid (per share) | $ 1.04 | $ 0.96 | $ 0.90 |
Earnings Per Share And Shareh_5
Earnings Per Share And Shareholder's Equity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2018 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 1,000,000,000 | |||
Repurchases of ordinary shares, shares | 0 | 0 | ||
Average repurchase price (in USD per share) | $ 48.28 | |||
Payments for repurchase of equity | $ 164,200,000 | |||
Approximate value of shares available for repurchase | $ 835,800,000 | |||
Common Stock | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Repurchases of ordinary shares, shares | 3,400,000 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available to be granted | 6,200,000 | ||
Unrecognized share-based compensation expense | $ 50.9 | ||
Unrecognized share-based compensation expense, period of recognition | 1 year 4 months 24 days | ||
RTSR | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested, total fair value | $ 0 | $ 0.5 | $ 1.5 |
Granted, weighted average grant date fair value (in dollars per share) | $ 40.80 | $ 41.20 | $ 67.72 |
Service-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested, total fair value | $ 49.4 | $ 47.2 | $ 25.9 |
Granted, weighted average grant date fair value (in dollars per share) | $ 36.53 | $ 41.36 | $ 54.68 |
Performance-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested, total fair value | $ 14.3 | $ 14.2 | $ 12.7 |
Granted, weighted average grant date fair value (in dollars per share) | $ 36.48 | $ 41.04 | $ 55.08 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Maximum | RTSR | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 10 years |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Share-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Share-based compensation | $ 54.9 | $ 57 | $ 53.3 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | |||
Options outstanding, number of options (in shares) | 1,248 | 1,344 | |
Forfeited or expired (in shares) | (117) | (96) | |
Options outstanding, number of options (in shares) | 1,131 | 1,248 | 1,344 |
Options exercisable (in shares) | 1,131 | ||
Options expected to vest (in shares) | 0 | ||
Weighted-Average Exercise Price Per Share | |||
Beginning options outstanding, weighted average exercise price (in dollars per share) | $ 93.80 | $ 93.61 | |
Forfeited or expired (in dollars per share) | 102.86 | 91.10 | |
Ending options outstanding, weighted average exercise price (in dollars per share) | 92.87 | $ 93.80 | $ 93.61 |
Options exercisable (in dollars per share) | 92.87 | ||
Options expected to vest (in dollars per share) | $ 0 | ||
Weighted- Average Remaining Term in Years | 3 years 8 months 12 days | 4 years 4 months 24 days | 5 years 2 months 12 days |
Weighted- average remaining term in years, options exercisable | 3 years 8 months 12 days | ||
Weighted- average remaining term in years, options expected to vest | 0 years | ||
Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 |
Aggregate intrinsic value, options exercisable | 0 | ||
Aggregate intrinsic value, options expected to vest | 0 | ||
Options exercised, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans - Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Service-based Restricted Share Units | |||
Number of Non-vested Service- Based Share Units | |||
Beginning balance (in shares) | 1,934 | 1,620 | |
Granted (in shares) | 1,305 | 1,197 | |
Vested (in shares) | (1,070) | (782) | |
Forfeited (in shares) | (128) | (101) | |
Ending balance (in shares) | 2,041 | 1,934 | 1,620 |
Weighted- Average Grant Date Fair Value Per Share | |||
Beginning balance (in dollars per share) | $ 45.52 | $ 55.82 | |
Granted (in dollars per share) | 36.53 | 41.36 | $ 54.68 |
Vested (in dollars per share) | 46.19 | 60.43 | |
Forfeited (in dollars per share) | 41.12 | 46.32 | |
Ending balance (in dollars per share) | $ 39.69 | $ 45.52 | $ 55.82 |
Weighted- Average Remaining Term in Years | 10 months 24 days | 9 months 18 days | 1 year |
Aggregate Intrinsic Value | $ 69.6 | $ 75.2 | $ 72.5 |
Performance-based Restricted Share Units | |||
Number of Non-vested Service- Based Share Units | |||
Beginning balance (in shares) | 918 | 751 | |
Granted (in shares) | 473 | 381 | |
Vested (in shares) | (300) | (188) | |
Forfeited (in shares) | (22) | (26) | |
Ending balance (in shares) | 1,069 | 918 | 751 |
Weighted- Average Grant Date Fair Value Per Share | |||
Beginning balance (in dollars per share) | $ 47.10 | $ 57.13 | |
Granted (in dollars per share) | 36.48 | 41.04 | $ 55.08 |
Vested (in dollars per share) | 47.59 | 75.58 | |
Forfeited (in dollars per share) | 43.93 | 47.74 | |
Ending balance (in dollars per share) | $ 42.28 | $ 47.10 | $ 57.13 |
Weighted- Average Remaining Term in Years | 1 year 4 months 24 days | 1 year 2 months 12 days | 1 year 4 months 24 days |
Aggregate Intrinsic Value | $ 36.4 | $ 35.7 | $ 33.6 |
Share-Based Compensation Plan_6
Share-Based Compensation Plans - RTSR fair value assumptions (Details) - RTSR | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 2.90% | 2.30% | 1.60% |
Volatility, as a percent | 37.30% | 44% | 40.40% |
Risk-free interest rate | 1.70% | 0.30% | 0.60% |
Expected life in years | 2 years 9 months 18 days | 2 years 9 months 18 days | 2 years 9 months 18 days |
Share-Based Compensation Plan_7
Share-Based Compensation Plans - Relative Total Shareholder Return Performance Unit Activity (Details) - RTSR - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Non-vested Performance- Based Share Units | |||
Beginning balance (in shares) | 236 | 176 | |
Granted (in shares) | 54 | 69 | |
Vested (in shares) | 0 | (9) | |
Ending balance (in shares) | 290 | 236 | 176 |
Weighted-Average Grant Date Fair Value Per Share | |||
Nonvested shares outstanding (in shares) | $ 47.36 | $ 53.85 | $ 65.04 |
Granted (in dollars per share) | 40.80 | 41.20 | $ 67.72 |
Vested (in dollars per share) | $ 0 | $ 52.52 | |
Weighted- Average Remaining Term in Years | 1 year 4 months 24 days | 1 year 2 months 12 days | 1 year 6 months |
Aggregate Intrinsic Value | $ 9.9 | $ 9.2 | $ 7.9 |
Fair value of shares vested in period | $ 0 | $ 0.5 | $ 1.5 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income [Roll Forward] | |||
Balance | $ 5,151.7 | $ 5,655.1 | $ 5,803.8 |
OCI before reclassifications | (12.3) | (357.4) | |
Amounts reclassified from AOCI | (50.2) | (2.1) | |
Other comprehensive loss, net of tax | (62.5) | (359.5) | 255.6 |
Balance | 4,842.1 | 5,151.7 | 5,655.1 |
Accumulated Other Comprehensive Income | |||
Accumulated Other Comprehensive Income [Roll Forward] | |||
Balance | 35.5 | 395 | 139.4 |
Other comprehensive loss, net of tax | (62.5) | (359.5) | 255.6 |
Balance | (27) | 35.5 | 395 |
Fair Value of Derivative Financial Instruments, net of tax | |||
Accumulated Other Comprehensive Income [Roll Forward] | |||
Balance | (22) | (0.7) | |
OCI before reclassifications | 47.8 | (24.9) | |
Amounts reclassified from AOCI | (1.3) | 3.6 | |
Other comprehensive loss, net of tax | 46.5 | (21.3) | |
Balance | 24.5 | (22) | (0.7) |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income [Roll Forward] | |||
Balance | 67.4 | 407.3 | |
OCI before reclassifications | (82.4) | (339.9) | |
Amounts reclassified from AOCI | (43.6) | 0 | |
Other comprehensive loss, net of tax | (126) | (339.9) | |
Balance | (58.6) | 67.4 | 407.3 |
Post-Employment Plan Adjustments, net of tax(1) | |||
Accumulated Other Comprehensive Income [Roll Forward] | |||
Balance | (9.9) | (11.6) | |
OCI before reclassifications | 22.3 | 7.4 | |
Amounts reclassified from AOCI | (5.3) | (5.7) | |
Other comprehensive loss, net of tax | 17 | 1.7 | |
Balance | $ 7.1 | $ (9.9) | $ (11.6) |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 6.9 | $ 9.1 | $ 19.5 | |
Additional charges | 42.5 | 16.9 | 3.2 | |
Payments | (29.8) | (19) | (14.2) | |
Ending balance | $ 19.8 | 19.8 | 6.9 | 9.1 |
Restructuring charges | 42.5 | 16.9 | 3.2 | |
Supply Chain Reinvention | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | |||
Additional charges | 24.3 | |||
Payments | (22.1) | |||
Non-cash adjustments | 0 | 0.2 | (0.1) | 0.6 |
Ending balance | 2.2 | 2.2 | 0 | |
Other Restructuring | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 6.9 | |||
Additional charges | 18.2 | |||
Payments | (7.7) | |||
Non-cash adjustments | 0.2 | |||
Ending balance | $ 17.6 | 17.6 | 6.9 | |
CSCI | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 29.4 | 6.1 | $ 1.4 | |
Unallocated | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | $ 2.5 | $ 7.9 |
Income Taxes - Pre-tax Income a
Income Taxes - Pre-tax Income and the Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pre-tax income: | |||
Ireland | $ (212.8) | $ 341.9 | $ (179.9) |
United States | (38.2) | (35.3) | 91.5 |
Other foreign | 111.9 | (47.9) | 94.3 |
Income (loss) from continuing operations before income taxes | (139.1) | 258.7 | 5.9 |
Current provision (benefit) for income taxes: | |||
Ireland | 2.8 | 303.6 | 0.1 |
United States | (7.8) | 14.9 | 4.5 |
Other foreign | 30.8 | 81.3 | 34.9 |
Subtotal | 25.8 | 399.8 | 39.5 |
Deferred provision (benefit) for income taxes: | |||
Ireland | 0.7 | 0.4 | (0.1) |
United States | (8.6) | 3.3 | (64.2) |
Other foreign | (26.1) | (13.9) | (13.5) |
Subtotal | (34) | (10.2) | (77.8) |
Total provision for income taxes | $ (8.2) | $ 389.6 | $ (38.3) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Provision at statutory rate | 12.50% | 12.50% | 12.50% |
Foreign rate differential | 25.90% | 1.50% | (952.90%) |
State income taxes, net of federal benefit | (0.30%) | 0.20% | 139.70% |
Provision to return | (0.50%) | 0.40% | 144.30% |
Tax credits | 18.60% | (19.60%) | (229.30%) |
Change in tax law | 0.70% | 1.50% | 46.50% |
Change in valuation allowance | (7.60%) | 17.10% | (1331.70%) |
Change in unrecognized taxes | 4.40% | 116.50% | 437.30% |
Permanent differences | (42.30%) | 1.60% | 1,624.80% |
Legal entity restructuring | (4.60%) | 18.60% | (561.90%) |
Taxes on unremitted earnings | (0.80%) | 0.20% | (0.10%) |
Other | (0.10%) | 0.10% | 15% |
Effective income tax rate | 5.90% | 150.60% | (655.80%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) € in Millions | 12 Months Ended | 24 Months Ended | |||||||||||||||||
Jan. 20, 2022 USD ($) | Oct. 05, 2021 USD ($) | Oct. 05, 2021 EUR (€) | Sep. 29, 2021 EUR (€) | Jan. 13, 2021 USD ($) | Dec. 19, 2020 USD ($) | May 07, 2020 USD ($) | Aug. 15, 2017 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2012 USD ($) | Dec. 31, 2011 USD ($) | Dec. 31, 2010 USD ($) | Dec. 31, 2009 USD ($) | Dec. 31, 2020 USD ($) | Dec. 28, 2022 USD ($) | Aug. 22, 2019 USD ($) | Apr. 26, 2019 USD ($) | |
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Increase (decrease) in valuation allowance | $ (56,200,000) | $ 35,900,000 | |||||||||||||||||
Release deferred tax assets | 51,500,000 | $ 51,500,000 | |||||||||||||||||
Undistributed earnings of foreign subsidiaries | 400,000 | ||||||||||||||||||
Undistributed earnings of foreign subsidiaries | 3,300,000 | ||||||||||||||||||
Unrecognized tax benefits liability, interest and penalties accrued | 85,800,000 | 105,100,000 | 108,900,000 | $ 108,900,000 | |||||||||||||||
Unrecognized tax benefits that would impact effective tax rate | 217,000,000 | $ 240,100,000 | 250,200,000 | 250,200,000 | |||||||||||||||
Income tax examination, penalties and interest expense | $ 134,100,000 | $ 24,700,000 | $ 40,100,000 | $ 41,800,000 | $ 27,500,000 | ||||||||||||||
Cumulative deferred charge related to tax litigation | $ 111,600,000 | ||||||||||||||||||
Royalty conceded on all omeprazole sales as a percent of refund claims (percent) | 5.24% | ||||||||||||||||||
IRS Notice of Proposed Audit Adjustment from 2013, 2014 and 2015 | $ 141,600,000 | ||||||||||||||||||
IRS Notice of Proposed Audit Adjustment for ANDA from 2013, 2014, and 2015 | 21,900,000 | ||||||||||||||||||
Income tax examination, debts subject to limit of deductibility of interest expense | $ 7,500,000,000 | ||||||||||||||||||
Interest rate cap on debts for U.S. tax purposes, as percent of applicable Federal rate | 130% | ||||||||||||||||||
Income tax examination, reduction in blended interest rate due to cap for U.S. Federal tax purposes | 4% | ||||||||||||||||||
IRS notice of proposed audit adjustment to reduce deductible interest expense for fiscal years 2014 and 2015 | $ 414,700,000 | ||||||||||||||||||
Blended interest rate proposed | 4.36% | ||||||||||||||||||
Blended interest rate in RAR | 2.57% | ||||||||||||||||||
Stated blended interest rate on debt | 6.80% | ||||||||||||||||||
Income tax examination, estimated increase to tax expense from audit adjustment to fiscal years 2014 and 2015, excluding interest and penalties | $ 72,900,000 | ||||||||||||||||||
Income tax examination, estimate of additional tax | $ 58,500,000 | ||||||||||||||||||
IRS notice of proposed audit adjustment, increase to gross sales revenue | $ 99,500,000 | ||||||||||||||||||
Required payment from ITA | $ 8,300,000 | ||||||||||||||||||
IRS notice of proposed audit adjustment from 2011, 2012, and 2013 audit of Athena, including penalty | $ 843,000,000 | ||||||||||||||||||
IRS notice of proposed adjustment, penalty (percent) | 40% | ||||||||||||||||||
Payment of assessment due before final determination of tax case and appeal | $ 0 | ||||||||||||||||||
Unrecognized tax benefits, period decrease | 38,300,000 | ||||||||||||||||||
Reduction of income tax expense due to enactment of the CARES Act | $ 36,600,000 | ||||||||||||||||||
Reduction of income tax expense due to change In IRS regulations | $ 8,900,000 | ||||||||||||||||||
Latin America Businesses | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Undistributed earnings of foreign subsidiaries | 3,800,000 | ||||||||||||||||||
Expire Through Tax Year 2040 | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Tax credit carryforwards | 35,700,000 | ||||||||||||||||||
Net operating loss carryforwards | 334,900,000 | ||||||||||||||||||
No Expiration | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
State tax credit carryforwards | 9,000,000 | ||||||||||||||||||
U.S. interest carryforward | 58,400,000 | ||||||||||||||||||
No Expiration | U.S. Federal and Non-U.S. | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Net operating loss carryforwards | 1,300,000,000 | ||||||||||||||||||
Minimum | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Income tax examination, estimate of additional tax | 24,000,000 | ||||||||||||||||||
Maximum | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Income tax examination, estimate of additional tax | $ 112,000,000 | ||||||||||||||||||
Irish Revenue | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Settlement amount | € | € 297 | ||||||||||||||||||
Taxes paid | $ 307,500,000 | € 266.1 | |||||||||||||||||
Israel Tax Authority | |||||||||||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||||||||||
Required payment from ITA | 19,000,000 | ||||||||||||||||||
Offset of refunds, amount | 17,200,000 | ||||||||||||||||||
Decrease in tax liability due to payment | $ 12,500,000 |
Income Taxes - Net Deferred Inc
Income Taxes - Net Deferred Income Tax Asset (Liability) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax asset (liability): | ||||
Depreciation and amortization | $ (511.5) | $ (320.5) | ||
Right of use assets | (52.6) | (42.5) | ||
Unremitted earnings | (3.8) | 19.6 | ||
Inventory basis differences | 28.7 | 29.4 | ||
Accrued liabilities | 26.5 | 38.3 | ||
Lease obligations | 52.3 | 43.2 | ||
Share-based compensation | 21.4 | 27.5 | ||
Federal benefit of unrecognized tax positions | 18.7 | 21.7 | ||
Loss and credit carryforwards | 360.8 | 341.7 | ||
R&D credit carryforwards | 32.2 | 39.4 | ||
Capitalized R&D costs | 17.5 | 0 | ||
Interest carryforwards | 13.5 | 6.9 | ||
Other, net | 29.7 | 13.2 | ||
Subtotal | 33.4 | 217.9 | ||
Valuation allowance | (394.5) | (450.7) | $ (414.8) | $ (501.3) |
Net deferred income tax liability | (361.1) | (232.8) | ||
Assets | 7.1 | 6.5 | ||
Liabilities | $ (368.2) | $ (239.3) |
Income Taxes - Change in Valuat
Income Taxes - Change in Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Valuation Allowance [Roll Forward] | |||
Balance at beginning of period | $ 450.7 | $ 414.8 | $ 501.3 |
Change in assessment | (14.8) | 39.1 | (50.3) |
Current year operations, foreign currency and other | (41.4) | (3.2) | (36.2) |
Balance at end of period | 394.5 | 450.7 | 414.8 |
Release deferred tax assets | 51.5 | $ 51.5 | |
Reduction from projected utilization of capital losses | $ 16 | ||
Latin America Businesses | |||
Deferred Tax Valuation Allowance [Roll Forward] | |||
Change in assessment | $ 40 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 347.2 | $ 396 |
Positions related to the current year | 9.2 | 11.4 |
Positions related to prior years | 13.4 | 339 |
Settlements with taxing authorities | (20.2) | (344.1) |
Lapse of statutes of limitation | 0 | (11.9) |
Decrease in prior year positions | (17.1) | (41.9) |
Cumulative translation adjustment | (0.9) | (1.3) |
Unrecognized tax benefits, ending balance | $ 331.6 | $ 347.2 |
Commitments and Contingencies -
Commitments and Contingencies - Commitments Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 407.9 |
Commitments and Contingencies_2
Commitments and Contingencies - Price Fixing Lawsuits (Details) | Jun. 30, 2020 manufacturer | Jun. 10, 2020 retailer manufacturer pharmaceuticalProduct plaintiffGroup | Nov. 14, 2019 class | Jun. 21, 2017 genericPrescriptionPharmaceutical |
Loss Contingencies [Line Items] | ||||
Number of classes | class | 3 | |||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | |||
State Attorney General Complaint | ||||
Loss Contingencies [Line Items] | ||||
Number of additional states and territories | plaintiffGroup | 50 | |||
Number of manufacturers | 35 | |||
Loss contingency, number of former employees | retailer | 2 | |||
Number of generic prescription pharmaceuticals | pharmaceuticalProduct | 80 | |||
Canadian Class Action Complaint | ||||
Loss Contingencies [Line Items] | ||||
Number of manufacturers | 29 |
Commitments and Contingencies_3
Commitments and Contingencies - Securities Litigation (Details) $ in Millions, ₪ in Billions | Jun. 28, 2017 ILS (₪) individual case $ / ₪ | Jun. 28, 2017 USD ($) individual case $ / ₪ | Nov. 14, 2019 class | Jun. 21, 2017 genericPrescriptionPharmaceutical individual |
Loss Contingencies [Line Items] | ||||
Number of current or former directors and officers | 11 | |||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | |||
Number of classes | class | 3 | |||
Israel Elec. Corp. Employees' Educ. Fund v. Perrigo Company plc, et al. | ||||
Loss Contingencies [Line Items] | ||||
Number of current or former directors and officers | 11 | 11 | ||
Preliminary class damages | ₪ 2.7 | $ 760 | ||
Foreign currency exchange rate, remeasurement | $ / ₪ | 0.28 | 0.28 | ||
Number of cases dismissed | case | 2 | 2 |
Commitments and Contingencies_4
Commitments and Contingencies - Other Matters (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2020 complaint claim | Dec. 31, 2022 USD ($) lawsuit tender | May 31, 2021 policyPeriod | |
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ | $ 67.4 | ||
Loss contingency, receivable, additions | $ | $ 38.4 | ||
Contingency loss, coverage available to satisfy judgements, number of policy periods | policyPeriod | 1 | ||
Talcum Powder Litigation | |||
Loss Contingencies [Line Items] | |||
Number of pending claims | lawsuit | 86 | ||
Number of tenders accepted | tender | 1 | ||
Ranitidine Litigation | |||
Loss Contingencies [Line Items] | |||
Loss contingency, number of master complaints | 3 | ||
Loss contingency, number of master complaints naming company | 3 | ||
Number of appeals of master complaints | 1 | ||
Number of appeals of personal injury claims | claim | 2 | ||
Number of personal injury lawsuits | lawsuit | 352 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 4,451.6 | $ 4,138.7 | $ 4,088.2 |
Operating income (loss) | $ 78.9 | $ 410.4 | $ 265.2 |
Operating income % | 1.80% | 9.90% | 6.50% |
Total assets | $ 11,017.3 | $ 10,425.7 | $ 11,488.4 |
Capital expenditures | 94.3 | 136 | 160.2 |
Property, plant and equipment, net | 926.3 | 864.1 | 864.6 |
Depreciation/amortization | 338.6 | 296.8 | 287.7 |
Change in financial assets | 0 | 0 | 95.3 |
CSCA | |||
Segment Reporting Information [Line Items] | |||
Net sales | 2,925.9 | 2,693.1 | 2,693 |
CSCI | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,525.7 | 1,445.6 | 1,395.2 |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Net sales | 29.3 | 23.7 | 29.8 |
Property, plant and equipment, net | 0 | 0.1 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 2,870 | 2,565.9 | 2,579 |
Property, plant and equipment, net | 725.2 | 674.9 | |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,474.3 | 1,393 | $ 1,350.6 |
Property, plant and equipment, net | 188.4 | 174.4 | |
All other countries | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | $ 12.7 | $ 14.8 | |
Walmart | Net sales | Customer Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 12.50% | 14% | 15.20% |
Operating Segments | CSCA | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 2,925.9 | $ 2,693.1 | $ 2,693 |
Operating income (loss) | $ 366.1 | $ 206.5 | $ 465 |
Operating income % | 12.50% | 7.70% | 17.30% |
Total assets | $ 5,134.1 | $ 5,983.8 | $ 4,585.1 |
Capital expenditures | 68.1 | 112 | 131.4 |
Property, plant and equipment, net | 772 | 706.9 | 701.1 |
Depreciation/amortization | 123.3 | 117 | 109.9 |
Change in financial assets | 0 | ||
Operating Segments | CSCI | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,525.7 | 1,445.6 | 1,395.2 |
Operating income (loss) | $ (30) | $ 36.1 | $ 32.3 |
Operating income % | (2.00%) | 2.50% | 2.30% |
Total assets | $ 5,883.2 | $ 4,425.8 | $ 4,872.4 |
Capital expenditures | 26.2 | 24 | 28.8 |
Property, plant and equipment, net | 154.3 | 157.2 | 163.5 |
Depreciation/amortization | 215.3 | 179.8 | 177.8 |
Change in financial assets | 0 | ||
Operating Segments | RX Pharmaceuticals | |||
Segment Reporting Information [Line Items] | |||
Net sales | 0 | 0 | 0 |
Operating income (loss) | $ 0 | $ 0 | $ 0 |
Operating income % | 0% | 0% | 0% |
Total assets | $ 0 | $ 16.1 | $ 2,030.9 |
Capital expenditures | 0 | 0 | 0 |
Property, plant and equipment, net | 0 | 0 | 0 |
Depreciation/amortization | 0 | 0 | 0 |
Change in financial assets | 0 | ||
Unallocated | |||
Segment Reporting Information [Line Items] | |||
Net sales | 0 | 0 | 0 |
Operating income (loss) | $ (257.2) | $ 167.8 | $ (232.1) |
Operating income % | 0% | 0% | 0% |
Total assets | $ 0 | $ 0 | $ 0 |
Capital expenditures | 0 | 0 | 0 |
Property, plant and equipment, net | 0 | 0 | 0 |
Depreciation/amortization | $ 0 | $ 0 | 0 |
Change in financial assets | $ 95.3 |
Uncategorized Items - prgo-2022
Label | Element | Value |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | us-gaap_DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents | $ 9,800,000 |