PERRIGO Co plc 10-Q for FY2025 Q2
PERRIGO Co plc (PRGO)
10-Q
2025-08-06
For: 2025-06-28
View Original
Added on
April 09, 2026
About this 10-Q
PERRIGO Co plc filed this 10-Q on August 6, 2025, covering the quarter ended June 28, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.06B
- down 0.9% from $1.07B a year earlier
- Net loss
- $8.4M
- compared with a net loss of $108.4M a year earlier
- Diluted EPS
- -$0.06
- compared with -$0.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
FORM 10-Q
_______________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 001-36353
_______________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________
| Not Applicable | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
+353 1 7094000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of August 1, 2025, there were 137,582,814 ordinary shares outstanding.
PERRIGO COMPANY PLC
FORM 10-Q
INDEX
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| PART I. FINANCIAL INFORMATION | ||||||||
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| PART II. OTHER INFORMATION | ||||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this report, including certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” "forecast," “predict,” “potential” or the negative of those terms or other comparable terminology.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including: our ability to complete the proposed divestment of the Dermacosmetics branded business, receipt of works council and regulatory approval regarding the transaction, performance by counterparties to the transaction and the likelihood of satisfying the deferred payment milestones associated with the transaction, supply chain impacts on our business, including those caused or exacerbated by armed conflict, trade and other economic sanctions and/or disease; general economic, credit, and market conditions; increased or new tariffs by the U.S. or foreign governments (and any retaliatory or reciprocal tariffs) and changes in global trade relations; the impact of the war in Ukraine and any escalation thereof, including the effects of economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries related thereto; the outbreak or escalation of conflict in other regions where we do business, including the Middle East; current and future impairment charges, if we determine that the carrying amount of specific assets may not be recoverable from the expected future cash flows of such assets; customer acceptance of new products; competition from other industry participants, some of whom have greater marketing resources or larger market shares in certain product categories than we do; pricing pressures from customers and consumers; resolution of uncertain tax positions and any litigation relating thereto, ongoing or future government investigations and regulatory initiatives; uncertainty regarding our ability to obtain and maintain our regulatory approvals; potential costs and reputational impact of product recalls or sales halts; potential adverse changes to U.S. and foreign tax, healthcare and other government policy; the effect of epidemic or pandemic disease; the timing, amount and cost of any share repurchases (or the absence thereof) and/or any refinancing of outstanding debt at or prior to maturity; fluctuations in currency exchange rates and interest rates; receipt of potential earnout payments in connection with the sale of the HRA Rare Diseases Business, and the sale of the Hospital and Specialty Business and the risk that potential costs or liabilities incurred or retained in connection with those transactions may exceed our estimates or adversely affect our business or operations; the risk that potential costs or liabilities incurred or retained in connection with the sale of our Rx business may exceed our estimates or adversely affect our business or operations; the consummation and success of other announced and unannounced acquisitions or dispositions, and our ability to realize the desired benefits thereof; and our ability to execute and achieve the desired benefits of announced cost-reduction efforts and other strategic initiatives and investments, including our ability to achieve the expected benefits from our ongoing restructuring programs described herein. Adverse results with respect to pending litigation could have a material adverse impact on our operating results, cash flows and liquidity, and could ultimately require the use of corporate assets to pay damages, reducing assets that would otherwise be available for other corporate purposes. These and other important factors, including those discussed in our Form 10-K for the year ended December 31, 2024, in this report under “Risk Factors” and in any subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this report are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
This report contains trademarks, trade names and service marks that are the property of Perrigo Company plc, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ®, ™ and SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.
3
Perrigo Company plc - Item 1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling | |||||||||||||||||||||||
| Administration | |||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||
| Other operating (income) expense, net | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other (income) expense, net | |||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Income (loss) from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Earnings (loss) per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Basic earnings (loss) per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
4
Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | ( | ( | |||||||||||||||||||||
| Change in fair value of derivative financial instruments, net of tax | ( | ( | ( | ||||||||||||||||||||
| Change in post-retirement and pension liability, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
5
Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(unaudited)
| June 28, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill and indefinite-lived intangible assets | |||||||||||
| Definite-lived intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current assets | |||||||||||
| Total non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Payroll and related taxes | |||||||||||
| Accrued customer programs | |||||||||||
| Other accrued liabilities | |||||||||||
| Accrued income taxes | |||||||||||
| Current indebtedness | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Contingencies - Refer to Note 16 | |||||||||||
| Shareholders’ equity | |||||||||||
| Controlling interests: | |||||||||||
Preferred shares, $ | |||||||||||
Ordinary shares, € | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Retained earnings (accumulated deficit) | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
| Supplemental Disclosures of Balance Sheet Information | |||||||||||
Preferred shares, issued and outstanding | |||||||||||
Ordinary shares, issued and outstanding | |||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
6
Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except per share amounts)
(unaudited)
| Ordinary Shares Issued | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Total | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||
| Other comprehensive (loss) | — | — | ( | — | ( | ||||||||||||||||||||||||
| Restricted stock plan | — | — | — | — | |||||||||||||||||||||||||
| Compensation for restricted stock | — | — | — | ||||||||||||||||||||||||||
Cash dividends, $ | — | ( | — | — | ( | ||||||||||||||||||||||||
| Shares withheld for payment of employees' withholding tax liability | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Balance at March 30, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive (loss) | — | — | ( | — | ( | ||||||||||||||||||||||||
Restricted stock plan | — | — | — | — | |||||||||||||||||||||||||
| Compensation for restricted stock | — | — | — | ||||||||||||||||||||||||||
Cash dividends, $ | — | ( | — | — | ( | ||||||||||||||||||||||||
| Shares withheld for payment of employees' withholding tax liability | — | ( | — | — | ( | ||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Ordinary Shares Issued | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Total | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||||||||
| Restricted stock plan | — | — | — | — | |||||||||||||||||||||||||
| Compensation for restricted stock | — | — | — | ||||||||||||||||||||||||||
Cash dividends, $ | — | ( | — | — | ( | ||||||||||||||||||||||||
| Shares withheld for payment of employees' withholding tax liability | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||||||||
Restricted stock plan | — | — | — | — | |||||||||||||||||||||||||
| Compensation for restricted stock | — | — | — | ||||||||||||||||||||||||||
Cash dividends, $ | — | ( | — | — | ( | ||||||||||||||||||||||||
| Shares withheld for payment of employees' withholding tax liability | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
7
Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Six Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Cash Flows From (For) Operating Activities | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Adjustments to derive cash flows: | |||||||||||
| Depreciation and amortization | |||||||||||
| Restructuring charges | |||||||||||
| Share-based compensation | |||||||||||
| Impairment charges | |||||||||||
| Amortization of debt discount | |||||||||||
| Settlement of interest rate derivatives | |||||||||||
| Deferred income taxes | |||||||||||
| Loss on sale of business | |||||||||||
| Other non-cash adjustments, net | ( | ||||||||||
| Subtotal | |||||||||||
| (Decrease) increase in cash due to: | |||||||||||
| Inventories | ( | ( | |||||||||
| Accrued income taxes | ( | ( | |||||||||
| Other accrued liabilities | ( | ( | |||||||||
| Payroll and related taxes | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accounts receivable | ( | ( | |||||||||
| Accrued customer programs | ( | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Other operating, net | ( | ||||||||||
| Subtotal | ( | ( | |||||||||
| Net cash from operating activities | |||||||||||
| Cash Flows From (For) Investing Activities | |||||||||||
| Net proceeds from sale of businesses | |||||||||||
| Proceeds from royalty rights | |||||||||||
| Asset acquisitions | ( | ||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||
| Settlement of foreign currency derivatives | ( | ||||||||||
| Other investing, net | ( | ||||||||||
| Net cash for investing activities | ( | ( | |||||||||
| Cash Flows From (For) Financing Activities | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Cash dividends | ( | ( | |||||||||
| Other financing, net | ( | ( | |||||||||
| Net cash for financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents of continuing operations, beginning of period | |||||||||||
| Cash and cash equivalents of continuing operations, end of period | $ | $ | |||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
8
Perrigo Company plc - Item 1
Note 1
NOTE 1 - 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.
Perrigo is a leading pure-play self-care company with more than a century of providing high-quality health and wellness solutions to meet the evolving needs of consumers. As one of the originators of the over-the-counter ("OTC") self-care market, Perrigo is led by its vision "To Provide The Best Self-Care For Everyone" and its purpose to "Make Lives Better Through Trusted Health and Wellness Solutions, Accessible To All".
Basis of Presentation
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.
•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).
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.
9
Perrigo Company plc - Item 1
Note 1
Allowance for Credit Losses
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Provision for credit losses, net | |||||||||||||||||||||||
| Receivables written-off | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries collected | |||||||||||||||||||||||
| Currency translation adjustment | ( | ||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
NOTE 2 - REVENUE RECOGNITION
The following is a summary of our net sales by category (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
CSCA | |||||||||||||||||||||||
| Upper Respiratory | $ | $ | $ | $ | |||||||||||||||||||
| Digestive Health | |||||||||||||||||||||||
| Nutrition | |||||||||||||||||||||||
| Pain and Sleep-Aids | |||||||||||||||||||||||
| Healthy Lifestyle | |||||||||||||||||||||||
| Oral Care | |||||||||||||||||||||||
| Skin Care | |||||||||||||||||||||||
| Women's Health | |||||||||||||||||||||||
| Vitamins, Minerals, and Supplements ("VMS") | |||||||||||||||||||||||
Other CSCA(1) | |||||||||||||||||||||||
| Total CSCA | $ | $ | $ | $ | |||||||||||||||||||
| CSCI | |||||||||||||||||||||||
| Skin Care | $ | $ | $ | $ | |||||||||||||||||||
| Pain and Sleep-Aids | |||||||||||||||||||||||
| Healthy Lifestyle | |||||||||||||||||||||||
| Upper Respiratory | |||||||||||||||||||||||
| Women's Health | |||||||||||||||||||||||
| VMS | |||||||||||||||||||||||
| Oral Care | |||||||||||||||||||||||
| Digestive Health | |||||||||||||||||||||||
Other CSCI(1) | |||||||||||||||||||||||
| Total CSCI | $ | $ | $ | $ | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
(1) Consists primarily of other miscellaneous or otherwise uncategorized product lines, none of which is greater than 10% of the segment net sales.
The following table provides information about contract assets from contracts with customers (in millions):
| Balance Sheet Location | June 28, 2025 | December 31, 2024 | |||||||||||||||
| Short-term contract assets | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
10
Perrigo Company plc - Item 1
Note 2
We generated net sales in the following geographic locations(1) (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
Europe(2) | |||||||||||||||||||||||
All other countries(3) | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
(1) The net sales by geography are derived from the location of the entity that sells to a third party.
(2) Includes Ireland net sales of $9.8 million and $20.8 million for the three and six months ended June 28, 2025, and $11.4 million and $15.7 million for the three and six months ended June 29, 2024.
(3) Includes net sales generated primarily in Australia and Canada.
NOTE 3 - DIVESTITURES
Divestitures During the Three Months Ended June 28, 2025
Richard Bittner Business
On April 11, 2025, we completed the sale of the Richard Bittner Business AG, an Austrian contract manufacturing entity (the "Richard Bittner Business") to HBI Health & Beauty Innovations Limited for total consideration of $14.4 million, net of cash delivered. The sale resulted in a pre-tax loss of $1.6 million, net of professional fees, recorded in Other (income) expense, net on the Condensed Consolidated Statements of Operations within our CSCI segment.
The assets associated with this business were reported within our CSCI segment. We determined the carrying value of the net assets held for sale of this business exceeded their fair value less costs to sell, resulting in a total impairment charge of $3.1 million during the six months ended June 28, 2025, inclusive of a goodwill impairment charge of $1.2 million.
NOTE 4 - 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”).
In connection with the sale of the Rx business, Perrigo retained certain pre-closing liabilities arising out of antitrust (refer to Note 16 under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, Altaris Capital Partners, LLC ("Altaris") obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on Altaris' obligation of $50.0 million. As of June 28, 2025, the loss accrual for litigation contingencies reflected on the Condensed Consolidated Balance Sheet in Other accrued liabilities included $30.0 million related to price-fixing lawsuits. A recovery receivable was recorded for fifty percent of this liability as of June 28, 2025. Pending the resolution of this litigation, we have not requested payments from Altaris related to the indemnity of these liabilities as of June 28, 2025.
11
Perrigo Company plc - Item 1
Note 5
NOTE 5 - INVENTORIES
Major components of inventory were as follows (in millions):
| June 28, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Total inventories | $ | $ | |||||||||
NOTE 6 - INVESTMENTS
The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions):
| Measurement Category | Balance Sheet Location | June 28, 2025 | December 31, 2024 | |||||||||||||||||
Fair value method(1) | Other non-current assets | $ | $ | |||||||||||||||||
| Equity method | Other non-current assets | $ | $ | |||||||||||||||||
(1) Measured at fair value using the Net Asset Value practical expedient.
The following table summarizes the (income) expense recognized in earnings of our equity securities (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| Measurement Category | Income Statement Location | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||
| Fair value method | Other operating (income) expense, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
| Equity method | Other operating (income) expense, net | $ | $ | $ | $ | |||||||||||||||||||||||||||
NOTE 7 - LEASES
The balance sheet locations of our lease assets and liabilities were as follows (in millions):
| Assets | Balance Sheet Location | June 28, 2025 | December 31, 2024 | |||||||||||||||||
| Operating | Operating lease assets | $ | $ | |||||||||||||||||
| Finance | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Liabilities | Balance Sheet Location | June 28, 2025 | December 31, 2024 | |||||||||||||||||
| Current | ||||||||||||||||||||
| Operating | $ | $ | ||||||||||||||||||
| Finance | ||||||||||||||||||||
| Non-Current | ||||||||||||||||||||
| Operating | ||||||||||||||||||||
| Finance | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
12
Perrigo Company plc - Item 1
Note 7
The below tables show our lease assets and liabilities by reporting segment (in millions):
| Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating | Financing | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | December 31, 2024 | June 28, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| CSCA | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| CSCI | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Unallocated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Operating | Financing | |||||||||||||||||||||||||
| June 28, 2025 | December 31, 2024 | June 28, 2025 | December 31, 2024 | |||||||||||||||||||||||
| CSCA | $ | $ | $ | $ | ||||||||||||||||||||||
| CSCI | ||||||||||||||||||||||||||
| Unallocated | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Expenses related to leases were as follows (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||
Operating leases(1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance leases | ||||||||||||||||||||||||||
| Amortization | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest | ||||||||||||||||||||||||||
| Total finance leases | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes short-term leases and variable lease costs, which are immaterial.
The annual future maturities of our leases as of June 28, 2025 are as follows (in millions):
| Operating Leases | Finance Leases | Total | ||||||||||||||||||
| 2025 | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| After 2029 | ||||||||||||||||||||
| Total lease payments | $ | $ | $ | |||||||||||||||||
| Less: Interest | ||||||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
13
Perrigo Company plc - Item 1
Note 7
Our weighted average lease terms and discount rates are as follows:
| June 28, 2025 | June 29, 2024 | |||||||||||||
| Weighted-average remaining lease term (in years) | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Weighted-average discount rate | ||||||||||||||
| Operating leases | % | % | ||||||||||||
| Finance leases | % | % | ||||||||||||
Our lease cash flow classifications are as follows (in millions):
| Six Months Ended | ||||||||||||||
| June 28, 2025 | June 29, 2024 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows for operating leases | $ | $ | ||||||||||||
| Operating cash flows for finance leases | $ | $ | ||||||||||||
| Financing cash flows for finance leases | $ | $ | ||||||||||||
| Leased assets obtained (used) in exchange for new finance lease liabilities | $ | $ | ||||||||||||
| Leased assets obtained (used) in exchange for new operating lease liabilities | $ | $ | ||||||||||||
NOTE 8 - GOODWILL AND INTANGIBLE ASSETS
Goodwill
Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions):
| December 31, 2024 | Impairments | Currency translation adjustments | June 28, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
CSCA(1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
CSCI(2) | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total goodwill | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
(1) We had accumulated goodwill impairments of $6.1
(2) We had accumulated goodwill impairments of $997.1 million and $995.9 million as of June 28, 2025 and December 31, 2024, respectively.
Richard Bittner Business Goodwill
On March 10, 2025, the Company signed a definitive agreement to sell the Richard Bittner Business to HBI Health & Beauty Innovations Limited. As a result, we determined an impairment indicator existed and prepared a quantitative goodwill impairment test. We determined the carrying value of this business exceeded the fair value and recorded an impairment charge of $1.2 million within our CSCI segment during the three months ended March 29, 2025. On April 11, 2025, we completed the sale of the Richard Bittner Business to HBI Health & Beauty Innovations Limited (refer to Note 3 and Note 9).
14
Perrigo Company plc - Item 1
Note 8
Intangible Assets
Intangible assets and related accumulated amortization consisted of the following(1) (in millions):
| June 28, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross | Accumulated Amortization | Gross | Accumulated Amortization | ||||||||||||||||||||||||||||||||
Indefinite-lived intangibles: | |||||||||||||||||||||||||||||||||||
| Trademarks, trade names, and brands | $ | $ | — | $ | $ | — | |||||||||||||||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||||||||||||||
| Total indefinite-lived intangibles | $ | $ | — | $ | $ | — | |||||||||||||||||||||||||||||
Definite-lived intangibles: | |||||||||||||||||||||||||||||||||||
| Distribution and license agreements and supply agreements | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Developed product technology, formulations, and product rights | |||||||||||||||||||||||||||||||||||
| Customer relationships and distribution networks | |||||||||||||||||||||||||||||||||||
| Trademarks, trade names, and brands | |||||||||||||||||||||||||||||||||||
| Non-compete agreements | |||||||||||||||||||||||||||||||||||
| Total definite-lived intangibles | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
During the three months ended June 28, 2025, we identified an impairment indicator related to our Prevacid® definite-lived intangible asset in our CSCA segment. The indicator related to expected long-term decline in contribution margin. We determined a fair value assessment of the asset was required. The assessment resulted in an asset impairment of $1.5 million (refer to Note 9).
We recorded amortization expense of $56.6 million and $111.4 million for the three and six months ended June 28, 2025, respectively, and $57.5 million and $115.9 million for the three and six months ended June 29, 2024, respectively.
NOTE 9 - FAIR VALUE MEASUREMENTS
The table below summarizes the valuation of our financial instruments carried at fair value by the applicable pricing categories (in millions):
| June 28, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Measured at fair value on a recurring basis: | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cross-currency swaps | ||||||||||||||||||||||||||||||||||||||
| Interest rate swap agreements | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cross-currency swaps | ||||||||||||||||||||||||||||||||||||||
| Interest rate swap agreements | ||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Measured at fair value on a non-recurring basis: | ||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
Contingent consideration(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Definite-lived intangible assets(2) | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) During the year ended December 31, 2024, contingent consideration was recognized as a result of the divestiture of the Rare Diseases Business.
(2) During the three months ended June 28, 2025, we assessed the fair value of our Prevacid® branded product at $5.5 million, resulting in an asset impairment charge of $1.5 million. During the three months ended December 31, 2024, we assessed the fair value of our Prevacid® branded product at $8.2 million, resulting in an asset impairment charge of $38.6 million.
15
Perrigo Company plc - Item 1
Note 9
There were no transfers within Level 3 fair value measurements during the three and six months ended June 28, 2025 or the year ended December 31, 2024 (refer to Note 10 for a discussion of derivatives).
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.
Prevacid® Branded Product
During the three months ended June 28, 2025, we measured the impairment of our Prevacid® branded product, a definite-lived intangible asset. We utilized a discounted cash flow technique to estimate the fair value of the asset. Significant valuation inputs and assumptions relate to our projected future contribution margin, which include our estimated market share at planned investment levels and the expected selling price. We concluded the fair value was $5.5 million.
Fixed Rate Long-term Debt
Our fixed rate long-term debt consisted of the following (in millions):
| June 28, 2025 | December 31, 2024 | ||||||||||||||||
| Public Bonds | Level 1 | Level 1 | |||||||||||||||
| Carrying value (excluding discount) | $ | $ | |||||||||||||||
| Fair value | $ | $ | |||||||||||||||
The fair values of our public bonds for all periods were based on quoted market prices.
NOTE 10 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Interest Rate Swaps
We have $1.2 billion notional amount of variable-to-fixed interest rate swaps used to economically hedge interest rate risk on a substantial portion of our Term A and Term B Loans (as defined in Note 11).The interest rate swaps were designated as cash flow hedges to fix the variable interest rate. As a designated cash flow hedge, changes in fair value will be deferred in AOCI and recognized within Interest expense, net when interest is paid on the Term A and Term B Loans.
As of June 28, 2025, the designated instruments used to hedge the exposure to variable interest on the Senior Secured Credit Facilities totaled $1.2 billion notional amount of which $487.5 million and $712.5 million notional amounts are effective through April 2027 and April 2029, respectively.
In September 2024, we reduced our variable debt outstanding on the Senior Secured Credit Facilities, as a result, we discontinued hedge accounting on $300.0 million notional amount of variable-to-fixed interest rate swaps. To economically offset the impact of these undesignated instruments, we entered into $300.0 million notional amount of offsetting fixed-for-variable interest rate swaps. Changes in fair value of the derivative instruments are recognized in Interest expense, net.
As of June 28, 2025, the undesignated economically offsetting interest rate swaps totaling $600.0 million are effective through April 2029.
16
Perrigo Company plc - Item 1
Note 10
Cross-currency Swaps
We have $2.3 billion notional amount fixed-for-fixed cross-currency interest rate swaps designated as net investment hedges to hedge the European Euro ("EUR") currency exposure of our investment in European operations. As designated net investment hedges, gains and losses related to the EUR spot exchange rate will be deferred within the Cumulative Translation Adjustment, a component of AOCI, and recognized in the Condensed Consolidated Statements of Operations when the hedged EUR net investment is substantially liquidated. Gains and losses on excluded components (e.g., interest differentials) will be recorded in Interest expense, net on a systematic and rational basis.
As of June 28, 2025, of the total $2.3 billion notional amount, $515.0 million, $1.0 billion, $300.0 million, $315.0 million, and $200.0 million notional amounts are effective through March 2026, April 2027, September 2028, December 2030, and March 2033, respectively.
Other Hedging Instruments
The €350.0 million 2032 Notes (as defined in Note 11) are designated as a net investment hedge on our investment in European operations.
As a designated net investment hedge, gains and losses related to the EUR spot exchange rate will be deferred within the Cumulative Translation Adjustment, a component of AOCI, and recognized in the Condensed Consolidated Statements of Operations when the hedged EUR net investment is substantially liquidated.
Foreign Currency Forwards
Notional amounts of foreign currency forward contracts were as follows (in millions):
| June 28, 2025 | December 31, 2024 | |||||||||||||
| United States Dollar (USD) | $ | $ | ||||||||||||
| British Pound (GBP) | ||||||||||||||
| European Euro (EUR) | ||||||||||||||
| Swedish Krona (SEK) | ||||||||||||||
| Danish Krone (DKK) | ||||||||||||||
| Polish Zloty (PLZ) | ||||||||||||||
| Chinese Yuan (CNH) | ||||||||||||||
| Canadian Dollar (CAD) | ||||||||||||||
| Hungarian Forint (HUF) | ||||||||||||||
| Norwegian Krone (NOK) | ||||||||||||||
Other(1) | ||||||||||||||
| Total | $ | $ | ||||||||||||
(1) Number consists of notional amounts of various currencies, none of which individually exceed $10.0
The maximum term of our forward currency exchange contracts is 60 months.
17
Perrigo Company plc - Item 1
Note 10
Effects of Derivatives on the Financial Statements
The below tables indicate the effects of all derivative instruments on the Condensed Consolidated Financial Statements. All amounts exclude income tax effects.
The balance sheet location and gross fair value of our derivative instruments were as follows (in millions):
| Balance Sheet Location | June 28, 2025 | December 31, 2024 | |||||||||||||||
| Designated derivative assets: | |||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Cross-currency swaps | Other non-current assets | ||||||||||||||||
| Interest rate swap agreements | Interest rate swap agreements | ||||||||||||||||
| Total designated derivative assets | $ | $ | |||||||||||||||
| Non-designated derivative assets: | |||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Total non-designated derivatives | $ | $ | |||||||||||||||
| Designated derivative liabilities: | |||||||||||||||||
| Foreign currency forward contracts | Other accrued liabilities | $ | $ | ||||||||||||||
| Cross-currency swaps | Other accrued liabilities | ||||||||||||||||
| Cross-currency swaps | Other non-current liabilities | ||||||||||||||||
| Interest rate swap agreements | Other non-current liabilities | ||||||||||||||||
| Total designated derivative liabilities | $ | $ | |||||||||||||||
| Non-designated derivative liabilities: | |||||||||||||||||
| Foreign currency forward contracts | Other accrued liabilities | $ | $ | ||||||||||||||
| Interest rate swap agreements | Other non-current liabilities | ||||||||||||||||
| Total non-designated derivative liabilities | $ | $ | |||||||||||||||
The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Condensed Consolidated Statements of Operations were as follows (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| Non-Designated Derivatives | Income Statement Location | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||
| Foreign currency forward contracts | Other (income) expense, net | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Interest rate swap agreements | Interest expense, net | $ | $ | $ | $ | |||||||||||||||||||||||||||
18
Perrigo Company plc - Item 1
Note 10
The following tables summarize the effect of derivative instruments designated as hedging instruments in AOCI (in millions):
| Gain or (Loss) Reclassified from AOCI into Earnings | ||||||||||||||||||||||||||||||||
| Related to Amounts Included in Effectiveness Testing | Related to Amounts Excluded from Effectiveness Testing | |||||||||||||||||||||||||||||||
Amount of Gain or (Loss) Recognized in OCI(1) | Location of Gain or (Loss) | Amount Reclassified(2) | Location of Gain or (Loss) | Amount Reclassified(2) | ||||||||||||||||||||||||||||
| Three Months Ended June 28, 2025 | ||||||||||||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| Interest rate swap agreements | $ | ( | Interest expense, net | $ | Interest expense, net | $ | ||||||||||||||||||||||||||
| Foreign currency forward contracts | Net sales | Net sales | ( | |||||||||||||||||||||||||||||
| Cost of sales | Cost of sales | |||||||||||||||||||||||||||||||
| Other (income) expense, net | ( | |||||||||||||||||||||||||||||||
| Total Cash flow hedges | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| Cross-currency swaps | $ | ( | Interest expense, net | $ | ||||||||||||||||||||||||||||
| Euro Notes Due 2032 | ( | |||||||||||||||||||||||||||||||
| Total Net investment hedges | $ | ( | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 28, 2025 | ||||||||||||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| Interest rate swap agreements | $ | ( | Interest expense, net | $ | Interest expense, net | $ | ||||||||||||||||||||||||||
| Foreign currency forward contracts | Net sales | Net sales | ( | |||||||||||||||||||||||||||||
| Cost of sales | Cost of sales | |||||||||||||||||||||||||||||||
| Other (income) expense, net | ( | |||||||||||||||||||||||||||||||
| Total Cash flow hedges | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| Cross-currency swaps | $ | ( | Interest expense, net | $ | ||||||||||||||||||||||||||||
| Euro Notes Due 2032 | ( | |||||||||||||||||||||||||||||||
| Total Net investment hedges | $ | ( | $ | |||||||||||||||||||||||||||||
| Three Months Ended June 29, 2024 | ||||||||||||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| Interest rate swap agreements | $ | Interest expense, net | $ | Interest expense, net | $ | |||||||||||||||||||||||||||
| Foreign currency forward contracts | ( | Net sales | Net sales | ( | ||||||||||||||||||||||||||||
| Cost of sales | Cost of sales | ( | ||||||||||||||||||||||||||||||
| Other (income) expense, net | ||||||||||||||||||||||||||||||||
| Total Cash flow hedges | $ | $ | $ | ( | ||||||||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| Cross-currency swaps | $ | Interest expense, net | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 29, 2024 | ||||||||||||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| Interest rate swap agreements | $ | Interest expense, net | $ | Interest expense, net | $ | |||||||||||||||||||||||||||
| Foreign currency forward contracts | ( | Net sales | ( | Net sales | ( | |||||||||||||||||||||||||||
| Cost of sales | Cost of sales | ( | ||||||||||||||||||||||||||||||
| Other (income) expense, net | ( | |||||||||||||||||||||||||||||||
| Total Cash flow hedges | $ | $ | $ | ( | ||||||||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| Cross-currency swaps | $ | Interest expense, net | $ | |||||||||||||||||||||||||||||
(1) Net income of $20.5 million is expected to be reclassified out of AOCI into earnings during the next 12 months.
19
Perrigo Company plc - Item 1
Note 10
The classification and amount of gain/(loss) recognized in earnings related to fair value and hedging relationships on the Condensed Consolidated Statement of Operations were as follows (in millions):
| Net Sales | Cost of Sales | Interest Expense, net | Other (Income) Expense, net | |||||||||||||||||||||||
| Three Months Ended June 28, 2025 | ||||||||||||||||||||||||||
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $ | $ | $ | $ | ||||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships | ||||||||||||||||||||||||||
| Foreign currency forward contracts | ||||||||||||||||||||||||||
Amount of gain reclassified from AOCI into earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
| Interest rate swap agreements | ||||||||||||||||||||||||||
Amount of gain reclassified from AOCI into earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended June 28, 2025 | ||||||||||||||||||||||||||
| Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $ | $ | $ | $ | ||||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships | ||||||||||||||||||||||||||
| Foreign currency forward contracts | ||||||||||||||||||||||||||
| Amount of gain reclassified from AOCI into earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
| Interest rate swap agreements | ||||||||||||||||||||||||||
| Amount of gain reclassified from AOCI into earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended June 29, 2024 | ||||||||||||||||||||||||||
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $ | $ | $ | $ | ||||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships | ||||||||||||||||||||||||||
| Foreign currency forward contracts | ||||||||||||||||||||||||||
Amount of gain reclassified from AOCI into earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Interest rate swap agreements | ||||||||||||||||||||||||||
Amount of gain reclassified from AOCI into earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended June 29, 2024 | ||||||||||||||||||||||||||
| Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $ | $ | $ | $ | ||||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships | ||||||||||||||||||||||||||
| Foreign currency forward contracts | ||||||||||||||||||||||||||
Amount of gain (loss) reclassified from AOCI into earnings | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Interest rate swap agreements | ||||||||||||||||||||||||||
| Amount of gain reclassified from AOCI into earnings | $ | $ | $ | $ | ||||||||||||||||||||||
20
Perrigo Company plc - Item 1
Note 11
NOTE 11 - INDEBTEDNESS
Total borrowings are summarized as follows (in millions):
| June 28, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Term loans | |||||||||||||||||||||||
Term A Loans due April 20, 2027(1) | $ | $ | |||||||||||||||||||||
Term B Loans due April 20, 2029(1) | |||||||||||||||||||||||
| Total term loans | $ | $ | |||||||||||||||||||||
| Notes and Bonds | |||||||||||||||||||||||
| Coupon | Due | ||||||||||||||||||||||
June 15, 2030(2) | |||||||||||||||||||||||
* | September 30, 2032(3) | ||||||||||||||||||||||
September 30, 2032(3) | |||||||||||||||||||||||
| November 15, 2043 | |||||||||||||||||||||||
| December 15, 2044 | |||||||||||||||||||||||
| Total notes and bonds | |||||||||||||||||||||||
| Other financing | |||||||||||||||||||||||
| Unamortized premium (discount), net | ( | ( | |||||||||||||||||||||
| Deferred financing fees | ( | ( | |||||||||||||||||||||
| Total borrowings outstanding | |||||||||||||||||||||||
| Current indebtedness | ( | ( | |||||||||||||||||||||
| Total long-term debt less current portion | $ | $ | |||||||||||||||||||||
(1) Discussed collectively herein as the "Senior Secured Credit Facilities".
(2) The coupon rate noted above is as of June 28, 2025. This increased from 4.650 % to 4.900 % on payments starting after June 15, 2024, following a credit rating downgrade by S&P Global Ratings in the first quarter of 2024. Future interest rate adjustments are subject to a 2.0 % total cap above the original 3.150 % interest rate which would result in an interest rate not to exceed 5.150 % based on certain rating events as specified in the Note’s Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
(3) Discussed below collectively as the "2032 Notes".
Note Issuances
On September 17, 2024, Perrigo Finance Unlimited Company ("Perrigo Finance"), a public unlimited company incorporated under the laws of Ireland and an indirect wholly-owned finance subsidiary of Perrigo whose primary purpose is to finance the business and operations of Perrigo and its affiliates, issued $715.0 million in aggregate principal amount of 6.125 % Senior Notes due 2032 (the "USD Notes due 2032") and €350.0 million in aggregate principal amount of 5.375 % Senior Notes due 2032 (the "Euro Notes due 2032" and together with the USD Notes due 2032, the "2032 Notes"). The 2032 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo and its subsidiaries that provide guarantees under Perrigo's Senior Secured Credit Facilities (as defined below). Net proceeds from the 2032 Notes were used to prepay a portion of the Term Loan B Facility (as defined below) on September 19, 2024 and the remaining proceeds were used to fund the redemption of $700.0 million of the 4.375 % Notes due 2026 on October 2, 2024. As a result of the redemption, we recognized an extinguishment loss of $5.1 million during the third quarter of 2024 and an additional loss of $1.6 million in the fourth quarter of 2024.
21
Perrigo Company plc - Item 1
Note 11
Credit Agreements
On April 20, 2022, we and our indirect wholly owned subsidiary, Perrigo Investments, LLC, (the "Borrower") entered into the senior secured credit facilities, which consisted of (i) a $1.0 billion five-year revolving credit facility (the “Revolver”), (ii) a $500.0 million five-year Term Loan A facility (the “Term Loan A Facility” and the Term A Loans thereunder, the "Term A Loans"), and (iii) a $1.1 billion seven-year Term Loan B facility (the “Term Loan B Facility” and the Term B Loans thereunder borrowed on April 20, 2022, the "2022 Term B Loans” and, together with the Revolver and Term Loan A Facility, the "Senior Secured Credit Facilities"), pursuant to a Term Loan and Revolving Credit Agreement (the "Credit Agreement").
On December 15, 2023, we and the Borrower entered into Amendment No. 1, an Incremental Assumption Agreement (the "Amendment") to the Credit Agreement. The Amendment provides for a fungible add on to the 2022 Term B Loans in an aggregate principal amount of $300.0 million (the "Incremental Term B Loans" and together with the 2022 Term B Loans, the “Term B Loans”). The terms of the Incremental Term B Loans, including pricing and maturity, are identical to the 2022 Term B Loans. The Term B Loans will mature on April 20, 2029. The net proceeds from the Incremental Term B Loans were used to settle the cash tender offer by Perrigo Finance for $300.0 million in aggregate principal amount of 3.900 % Senior Notes due 2024 ("2024 Notes"). The tender offer was settled on December 15, 2023, and Perrigo Finance accepted for purchase $300.0 million of the 2024 Notes and paid approximately $295.1 million in aggregate cash consideration (excluding accrued interest). On December 15, 2024, we and the Borrower entered into Amendment No. 2 to the Credit Agreement, that provides for the refinancing of the Term B Loans outstanding under the Credit Agreement in the aggregate amount of $984.7 million.
The 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”). Additionally, the Borrower and the Guarantor Subsidiaries 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, the Company and the Borrower provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 4.900 % Notes due 2030, the 6.125 % USD Notes due 2032 and the 4.900 % Notes due 2044 issued by Perrigo Finance.
We are subject to financial covenants in the Senior Secured Credit Facilities. The 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 Revolver and the 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.
During the three and six months ended June 28, 2025, principal repayments of $8.8 17.6
There were no
We were in compliance with all the covenants under our debt agreements as of June 28, 2025.
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 were no
We have financing leases that are reported in the above table under "Other financing" (refer to Note 7).
22
Perrigo Company plc - Item 1
Note 12
NOTE 12 - EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY
Earnings per Share
A reconciliation of the numerators and denominators used in our basic and diluted earnings per share ("EPS") calculation is as follows (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding for basic EPS | |||||||||||||||||||||||
Dilutive effect of share-based awards(1) | |||||||||||||||||||||||
| Weighted average shares outstanding for diluted EPS | |||||||||||||||||||||||
(1) In the period of a net loss, diluted shares equal basic shares.
NOTE 13 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in our AOCI balances, net of tax were as follows (in millions):
| Fair Value of Derivative Financial Instruments, net of tax | Foreign Currency Translation Adjustments, net of tax | Post-Employment Plan Adjustments, net of tax | Total AOCI | ||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| OCI before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | ( | |||||||||||||||||||||||||||
| Other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
The tax effects on the net activity related to each component of other comprehensive income (loss), were as follows (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| Tax (benefit) expense | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Fair value of derivative financial instruments | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Post-employment plan adjustments | ( | ||||||||||||||||||||||
| (Benefit) expense for income taxes related to other comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Except for the tax effects of foreign currency translation adjustments related to our foreign-denominated notes and cross-currency interest rate swaps designated as net investment hedges (refer to Note 10), income taxes were not provided for foreign currency translation. Generally, the assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rate. For those operations, changes in exchange rates generally do not affect cash flows; therefore, resulting translation adjustments are made in the Condensed Consolidated Statements of Shareholders' Equity rather than in the Condensed Consolidated Statements of Operations.
23
Perrigo Company plc - Item 1
Note 14
NOTE 14 - RESTRUCTURING CHARGES
We periodically take action to reduce redundant expenses and improve operating efficiencies. Restructuring activity includes severance, lease exit costs, asset impairments, and related consulting fees. The following reflects our restructuring activity (in millions):
| Three Months Ended | ||||||||||||||||||||||||||
| June 28, 2025 | ||||||||||||||||||||||||||
| Supply Chain Reinvention | HRA Pharma Integration | Project Energize | Nutrition Network Optimization | Other Initiatives | Total | |||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Additional charges | ( | |||||||||||||||||||||||||
| Payments | ( | ( | ( | |||||||||||||||||||||||
| Non-cash adjustments | ( | ( | ||||||||||||||||||||||||
| Foreign currency effect | ( | ( | ( | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Six Months Ended | ||||||||||||||||||||||||||
| June 28, 2025 | ||||||||||||||||||||||||||
| Supply Chain Reinvention | HRA Pharma Integration | Project Energize | Nutrition Network Optimization | Other Initiatives | Total | |||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Additional charges | ( | |||||||||||||||||||||||||
| Payments | ( | ( | ( | ( | ||||||||||||||||||||||
| Non-cash adjustments | ( | ( | ||||||||||||||||||||||||
| Foreign currency effect | ( | |||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended | |||||||||||||||||
| June 29, 2024 | |||||||||||||||||
| Supply Chain Reinvention | HRA Pharma Integration | Project Energize | Other Initiatives | Total | |||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||
| Additional charges | |||||||||||||||||
| Payments | ( | ( | ( | ( | ( | ||||||||||||
| Non-cash adjustments | ( | ( | ( | ||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||
| Six Months Ended | |||||||||||||||||
| June 29, 2024 | |||||||||||||||||
| Supply Chain Reinvention | HRA Pharma Integration | Project Energize | Other Initiatives | Total | |||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | ||||||||||||
| Additional charges | |||||||||||||||||
| Payments | ( | ( | ( | ( | ( | ||||||||||||
| Non-cash adjustments | ( | ( | ( | ||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||
The charges incurred during the three months ended June 28, 2025 were primarily associated with employee separation costs as a result of actions taken on Project Energize. The charges incurred during the six months ended June 28, 2025 were primarily associated with employee separation costs as a result of actions taken on the
24
Perrigo Company plc - Item 1
Note 14
Nutrition Network Optimization Project and Project Energize. The charges incurred during the three and six months ended June 29, 2024 were primarily associated with actions taken on Project Energize.
Of the amount recorded during the three and six months ended June 28, 2025, $1.1 million and $5.0 million was related to our CSCI segment, due primarily to Project Energize, and $5.1 million and $25.1 million related to our CSCA segment, due primarily to Project Energize and Nutrition Network Optimization, and $2.5 million and $8.0 million was related to our Unallocated segment, due primarily to Project Energize. Of the amount recorded during the three and six months ended June 29, 2024, $24.2 million and $39.7 million was related to our CSCI segment and $2.1 million and $18.6 million was related to our CSCA segment, and $10.6 million and $23.0 million was related to our Unallocated segment. For all segments, amounts were due primarily to Project Energize.
NOTE 15 - INCOME TAXES
The effective tax rates were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||
| % | ( | % | ||||||||||||||||||||||||||||||
The effective tax rate on the pre-tax income for the three and six months ended June 28, 2025, increased when compared to the effective tax rate on the pre-tax loss for the three and six months ended June 29, 2024, primarily due to changes in our reserves for uncertain tax positions, and the impacts related to accounting for income taxes in interim reporting periods for 2024, offset by changes in the jurisdictional mix of earnings. For 2024, the accounting for income taxes in interim reporting periods resulted in a significant variation in the customary relationship between income tax expense and pre-tax book income which does not significantly impact 2025.
The Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, has recommended changes to numerous long-standing tax principles. In particular, the OECD’s Pillar Two initiative introduces a global per-country minimum tax of 15%. Pillar Two legislation has been enacted or substantively enacted in many of the jurisdictions in which we operate. We are in compliance with the OECD's Pillar Two framework. After a comprehensive assessment, we have determined that there is no material impact on our financial results as a result of these regulations.
We believe that our existing global tax strategies will adequately address any necessary adjustments to comply with Pillar Two without significantly affecting our effective tax rate or overall financial position. We will continue to monitor regulatory developments to ensure ongoing compliance, but we do not anticipate any adverse effects on our operations or profitability due to these regulations.
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 Internal Revenue Service ("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
25
Perrigo Company plc - Item 1
Note 15
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 from 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 $113.3 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 OTC medication 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 August 1, 2023, we filed a Notice of New Authority in our refund case in the Western District of Michigan alerting the court to the Third Circuit Court decision in Mylan v. Comm’r that ruled in favor of the taxpayer on nearly identical ANDA issues that we have before the court. 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 to the United States Court of Appeals for the Federal Circuit in December of 2022; oral argument was held on June 7, 2024, and the case decided on March 21, 2025, affirming the lower court's decision in favor of the taxpayer. On March 27, 2025, we filed a Notice of New Authority in our refund case in the Western District of Michigan alerting the court to the Federal Circuit Court decision in Actavis Laboratories v. United States that ruled in favor of the taxpayer in nearly identical ANDA issues that we have before the court.
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 30-day letter proposed, among other modifications, transfer pricing adjustments in connection with the distribution of omeprazole consistent with the IRS position in the prior years in the aggregate amount of $141.6 million and ANDA-related adjustments in the aggregate amount of $21.9 million. We timely filed a protest to the 30-day letter for those additional adjustments but noted that, due to the pending refund 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 $25.0 million to $128.0 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
26
Perrigo Company plc - Item 1
Note 15
Company plc. The debts were incurred in connection with the Elan merger transaction in 2013. On May 7, 2020, the IRS issued a Notice of Proposed Adjustment ("NOPA") capping the interest rate on the debts for U.S. federal tax purposes. On May 5, 2023, we finalized an agreement resulting in settlement of the May 7, 2020 NOPA. In fiscal year 2023 we adjusted our previously established reserves related to this matter. On March 28, 2024, we received a Notice of Assessment and on April 10, 2024 we made the settlement payment.
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, which remains ongoing. On March 12, 2025, the IRS issued a NOPA to reduce Perrigo U.S.’s deductible interest expense for the 2015 through 2018 tax years by $348.2 million, using the same interest rates that we agreed with IRS Appeals for the 2014 and 2015 tax years, and a Closing Agreement is pending that, once fully executed, will resolve this issue with finality. We previously adjusted our reserves using such interest rates and, as a result, we are fully reserved for the adjustments specified in the NOPA.
Internal Revenue Service Audit of Athena Neurosciences, LLC, a U.S. Subsidiary
On December 22, 2016, we received a NOPA for the year ended December 31, 2011, 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 disagreed with the IRS' position on this issue. Because we believed that any concession on this issue in Appeals would be contrary to our evaluation of the issue 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. On October 20, 2020, we requested Competent Authority assistance and the request was accepted. On April 14, 2025, we received a MAP Closing Letter from the IRS Office of Advance Pricing and Mutual Agreement advising that the U.S. and Ireland Competent Authorities reached a mutual agreement regarding the competent authority request filed by Athena. This mutual agreement is a favorable resolution of this matter and had an immaterial impact on our financial statements.
Although we believe that our tax estimates are reasonable and that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audit and any related litigation could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.
Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statute of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions - one or more of which may occur within the next twelve months - it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those recorded as of June 28, 2025. However, we are not able to estimate a reasonably possible range of how these events may impact our unrecognized tax benefits in the next twelve months.
NOTE 16 - COMMITMENTS AND CONTINGENCIES
In view of the inherent difficulties of predicting the outcome of various types of legal proceedings, we cannot determine the ultimate resolution of the matters described below. We establish reserves for litigation and regulatory matters when losses associated with the claims become probable and the amounts can be reasonably estimated. The actual costs of resolving legal matters may be substantially higher or lower than the amounts reserved for those matters. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated as of June 28, 2025, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to have, individually or in the aggregate, a material adverse effect on our financial condition, results of operations, or cash flows.
27
Perrigo Company plc - Item 1
Note 16
Price-Fixing Lawsuits Related to the Company's Former Rx Business
Beginning in 2016, the Company, along with other manufacturers, was named as a defendant in lawsuits in the United States and Canada generally alleging anticompetitive conduct with respect to the sale of generic drugs by the Company’s former Rx business. The complaints have been filed by putative classes of direct purchasers, end payors, and indirect resellers, as well as individual direct and indirect purchasers that have opted out of the putative classes, including pharmacies, health insurers, hospitals, self-insured employers, retail customers and certain cities and counties. The complaints 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 class complaints involve alleged single-drug conspiracies, the three putative classes and many of the opt out plaintiffs 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 section have been consolidated in the In re Generic Pharmaceuticals Pricing Antitrust Litigation multidistrict litigation ("MDL") MDL No. 2724 (United States District Court for Eastern District of Pennsylvania).
The Court designated three sets of cases to proceed as the first phase of "bellwethers," meaning that they will proceed on a more expedited basis than the other cases in the MDL. Those cases are (a) class actions alleging "single drug" conspiracies involving Clobetasol and Clomipramine; and (b) the third Complaint filed by the State Attorneys General alleging an overarching conspiracy concerning various topical products (described below). Perrigo was initially named as a defendant in the Clobetasol class bellwether cases, but the classes voluntarily dismissed their claims against Perrigo relating to “single drug” conspiracies involving Clobetasol in May 2023. Discovery closed in the first phase of bellwether cases on October 2, 2023. Summary judgment motions in the State bellwether case were filed in September 2024, and briefing on those motions is complete. The court certified classes of direct and “end-user” customers of the products at issue on March 7, 2025. The Third Circuit accepted an appeal of the class certification decisions in the bellwether cases on June 17, 2025. All district court proceedings in those cases are stayed pending resolution of that appeal.
On October 15, 2024, the Court selected the first multi-drug complaint brought by direct action plaintiff Humana, Inc., which names Perrigo as a defendant, to proceed as one of two cases in the second phase of bellwether cases in the MDL. No trial date has yet been set for this case.
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 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 follow the expedited schedule described above. On April 19, 2024, this case was remanded from the MDL and transferred to the District of Connecticut. The court ordered three rounds of summary judgment briefing. Two rounds of briefing are complete, and the third round of summary judgment motions was filed on July 9, 2025, with briefing of that round scheduled to complete on November 21, 2025. No trial date has been set for this case.
Canadian Class Action Complaint
In June 2020, an end payor filed a class action in Federal Court in Canada against Perrigo and 29 manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which were neither made nor sold by Perrigo's former Rx business. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo. The Statement of Claim has been amended three times since it was issued. The next step in the action is currently expected to be the motion to certify the action as a class proceeding, which is scheduled to be heard in October 2025.
As of June 28, 2025, we reported a liability for the claims listed in the "Price-Fixing Lawsuits Related to the Company's Former Rx Business" section above for the reasonable estimates of probable loss (refer to Note 4). We intend to defend each of these lawsuits vigorously.
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Note 16
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 (Roofer's 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 of 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 was 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 alleged 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 longer period (April 2015 to May 2017) including purported integration problems related to the Omega acquisition, alleged incorrect reporting of organic growth at the Company and at Omega, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged 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 were the Company, Joe Papa, and Judy Brown. The claims (described above) that were not dismissed in 2018 related 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 remained in the case (us, Mr. Papa, and Ms. Brown) 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 sent notices during 2020 to the alleged classes.
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. On August 17, 2023, the Court granted summary judgment to Ms. Brown on all claims and dismissed her from the case; the Court granted summary judgment in part to Mr. Papa terminating the claim against him that he made false statements with respect to alleged collusive pricing at the Generic Rx business. The Court did not grant summary judgment on statements made about the integration of Omega during 2015. Thereafter, parties engaged in court-ordered settlement conferences.
On April 5, 2024, the class plaintiffs filed papers seeking Court approval of a settlement between the alleged classes and the defendants for $97.0 million. Perrigo and the remaining individual defendant agreed to the proposed settlement without any concession of liability or wrongdoing. We recorded an additional loss provision of $34.0 million during the first quarter of 2024 as a result of the pending settlement. In May 2024, the Company funded the $97.0 million to an escrow account controlled by class counsel under Court supervision until final approval and relieved the corresponding liability from Other accrued liabilities on the Condensed Consolidated Balance Sheets as of June 29, 2024. On September 5, 2024, the Court granted final approval of the class action settlement and terminated the case with respect to Perrigo, its co-defendant, and other individuals who previously had been named as defendants. The expense was presented within Other operating (income) expense, net on the Condensed Consolidated Statements of Operations for the six months ended June 29, 2024.
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Perrigo Company plc - Item 1
Note 16
In addition to the class action, at various times during the period from November 2017 to February 2021 more than 20 opt out cases were filed against us, and in some cases, Mr. Papa and Ms. Brown. Most of these cases were filed in the New Jersey federal court. Mediation efforts and settlement discussions occurred from time to time. As of the filing date of our 2024 Form 10-K, 13 of the pending opt out cases were resolved by settlements without any concession of liability by any of the defendants. Another two cases were settled and dismissed in July 2025. There are currently four opt out cases in the District of New Jersey that have not been resolved (and a proceeding related to one purported opt out case in the Third Circuit federal appeals court). Settlement discussions in the four remaining District of New Jersey cases are ongoing at various stages. None of the four cases in the District Court are in active litigation at this time. To the extent settlements cannot be achieved, we intend to defend these lawsuits vigorously. If litigation should resume, we anticipate that one or more of the opt out plaintiffs will take a position that the settlement of the Roofer’s class action does not have any direct effect on the opt out cases discussed below. The four opt out cases assert factual allegations and claims that are similar to some or all of the factual allegations and claims in the class actions, but involve different evidence, expert witnesses, and theories of liability:
| Case | Date Filed | ||||
| Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al. | 2/13/2018 | ||||
| TIAA-CREF Investment Management, LLC., et al. v. Perrigo Company plc, et al. | 4/20/2018 | ||||
| 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 | ||||
During the six months ended June 28, 2025, the Company engaged in mediation and settlement discussions in certain of the four opt out cases listed above that have not been resolved to date, and we recorded a total loss provision of approximately $12.0 million and $17.3 million during the three and six months ended June 28, 2025, respectively, as a result of reasonable estimates of probable loss regarding the remaining opt out cases listed above, which is included in the Other operating (income) expense, net on the Condensed Consolidated Statement of Operations. The remaining aggregate loss accrual for litigation contingencies is described below under "Contingencies Accruals."
Also, during the year ended December 31, 2024, the New Jersey federal court held that the plaintiffs in an additional purported opt out case (Sculptor Master Fund et al. v. Perrigo Company plc, et al. filed 2/16/2019) failed to opt out and therefore can only recover through the class action. The plaintiffs filed an appeal in the U.S. Court of Appeals for the Third Circuit. As of June 28, 2025, the parties have completed the briefing in this appellate case.
In addition, there was one opt out case brought under different legal theories in a Massachusetts state court against the Company, Mr. Papa, and Ms. Brown with factual allegations that generally were similar to some of the factual allegations in the Amended Complaint in the Roofer's case described above, except that the Highfields plaintiffs did not include allegations about alleged collusive pricing of generic prescription drugs, and added 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. As previously reported in our 2024 Form 10-K, this case was resolved by a settlement without any concession of liability by the defendants.
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 complaint names as defendants the Company, Ernst & Young LLP (the Company’s auditor), and 11 current or former directors and officers of Perrigo (Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, 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 in Israel are similar to the factual allegations in the Roofer's 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). The plaintiff in this case agreed to stay this case pending the outcome of the Roofer's 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.
30
Perrigo Company plc - Item 1
Note 16
In Israel (case related to Irish Tax events)
On December 31, 2018, a shareholder filed an action against the Company, our former 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 Baton 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. In April 2023, the parties reported to the Court that the mediation had led to a preliminary agreement on settlement. The parties submitted settlement papers, without any concession of liability or wrongdoing by the defendants, to the Court on November 17, 2023. On June 5, 2024, the Court approved the settlement, which was funded by insurance during the quarter ended September 28, 2024. The Court in Israel oversaw distribution of the funds during 2024-2025 to the class members in the Baton case, which was completed in June 2025. At that point, under Israel procedures, this case ended.
Other Matters
Talcum Powder
The Company has been named, together with other manufacturers, in product liability lawsuits in a variety of state courts 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 June 28, 2025, the Company has been named in approximately 205 individual lawsuits seeking compensatory and punitive damages. The Company has several defenses and continues to vigorously defend these lawsuits as well as explore various means of expeditiously resolving these claims. Trials for these cases are currently scheduled throughout 2025 and 2026. There are currently over 70 trials set for these cases in the remainder of 2025. We expect that a substantial majority of these trial dates will be postponed. Two cases are currently set for trial in Alameda County, California in September 2025. It is expected that trials for these two cases begin in September or October 2025.
Ranitidine
After regulatory bodies announced worldwide that ranitidine may potentially contain N-nitrosodimethylamine ("NDMA"), the Company promptly began testing its externally sourced ranitidine Active Pharmaceutical Ingredients ("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 MDL (In re Zantac®/Ranitidine Products Liability Litigation, MDL No. 2924) in the U.S. District Court for the Southern District of Florida. The Company successfully moved to dismiss the first set of Master Complaints in the MDL based on federal preemption, which the Court granted without prejudice.
After the filing of Amended Complaints, on June 30, 2021, the Court again dismissed all claims against the retail and distributor defendants with prejudice and on July 8, 2021, the Court again dismissed all claims against the Company, this time with prejudice. Appeals of these dismissal orders to the U.S. Court of Appeals for the 11th Circuit have been filed. In December 2022, the Court granted in full the brand defendants' Daubert motions, finding that Plaintiffs' causation experts' opinions were unreliable and thus inadmissible. The Court later ruled that it was appropriate to apply the same expert causation standards to the retail and distributor defendants as well as the generic defendants, and the Court thereby ruled that its Daubert decision, barring Plaintiffs' expert opinions applied equally to these defendants as well. Thus, the Court's rulings on both federal preemption and scientific causation grounds dismissed all claims against the Company on two independent grounds and are also binding on all claims remaining in the MDL Census Registry. Appeals of these orders have been filed to the 11th Circuit. The Company continues to vigorously defend itself against such claims at the appellate level.
31
Perrigo Company plc - Item 1
Note 16
As noted above, the Company has won multiple motions to dismiss in the MDL. The company has also won motions to dismiss at the state-court level, most recently in Illinois where the Circuit Court granted in full the Company's motions to dismiss based on federal preemption. The Company has also been dismissed from additional state court actions in California, Pennsylvania, Illinois, Ohio, New York, New Jersey, and Maryland. Plaintiffs elected not to appeal any of those state-court dismissals, with the exception of Illinois. In April 2025, the Company reached a settlement in principle in the Illinois state court lawsuits, including in the sole case on appeal. The pending settlement is for an immaterial amount and is expected to be fully funded by insurance.
Other than the MDL and state court matters that have been dismissed at the trial court level, as of June 28, 2025, the Company was also named in approximately 190 personal injury lawsuits in the state of California. In November 2024, the Company reached a settlement in principle in each of remaining Ranitidine California state court lawsuits. The pending settlement is for an immaterial amount and is expected to be fully funded by insurance.
In March 2025, a New Mexico state court granted in full Perrigo’s Motion to Dismiss a ranitidine action against the Company by the New Mexico Attorney General based on nuisance and negligence theories for lack of personal jurisdiction. The New Mexico Attorney General did not appeal that decision. The Company will continue to vigorously defend this lawsuit. With the dismissal of the New Mexico action, there are no active lawsuits against the Company in respect of ranitidine at the trial court level, in state or federal court.
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 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 acetaminophen 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. As of August 5, 2025, the Company has not been named as a defendant in any Complaints filed in the MDL. Certain of the Company’s customers have made requests regarding indemnity from the Company for a portion of their defense costs and potential liability. On December 18, 2023, the Court granted in full defendants' motions to exclude testimony of Plaintiffs' general causation expert witnesses, finding Plaintiffs presented no credible evidence of scientific causation between prenatal ingestion of acetaminophen and ASD or ADHD in children. Final judgment has been entered as to the majority of pending cases with an appeal proceeding in the Second Circuit. A small minority of cases were exempted from the Court’s dismissal to enable Plaintiffs to present an additional expert to be evaluated through a similar process as the larger majority to determine if they can withstand scientific causation through this new expert. However, on July 10, 2024, the Court granted in full defendants' motion to exclude testimony of Plaintiffs' new general causation expert witness in this subset of carve out cases for similar reasons as the Court's December 2023 Order. Final judgment was entered against the Plaintiffs in those carve out cases, which have now been appealed to the Second Circuit. The appeals before the Second Circuit are fully briefed and argument is likely to be scheduled for Fall 2025. Currently, it is not possible to assess reliably the outcome of these cases or reasonably estimate any potential future financial impact on the Company.
Phenylephrine
In September 2023, the Federal Drug Administration’s ("FDA") Advisory Committee on Nonprescription Drugs issued an advisory opinion calling into question the efficacy of orally administered phenylephrine ("PE") containing products as a nasal decongestant. While the FDA itself has thus far taken no action in response to the Advisory Committee opinion, several putative class action lawsuits were filed asserting various economic injury claims to consumers. These actions were consolidated into a MDL (In re: Oral Phenylephrine Marketing and Sales Practices Litigation, MDL No. 3089), pending before the U.S. District Court for the Eastern District of New York. The Court permitted Plaintiffs to file a streamlined and consolidated bellwether Complaint for purposes of testing the Plaintiffs’ case and enabling briefing on threshold issues. Defendants filed a consolidated Motion to Dismiss and the Court heard oral argument on that motion in September 2024. On October 29, 2024, the Court dismissed in its entirety Plaintiffs’ Streamlined and Consolidated Bellwether Complaint, finding that all of Plaintiffs’ claims regarding PE were preempted by federal law, and further dismissing Plaintiffs’ RICO claims for lack of standing. Final judgment has
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Perrigo Company plc - Item 1
Note 16
been entered and a Notice of Appeal of the Court's dismissal to the Second Circuit was filed. Appellate briefing is fully submitted, and the parties are currently waiting for the Second Circuit to set a date for oral argument.
Individual arbitrations with similar efficacy allegations have also been threatened or filed with the American Arbitration Association and are at a preliminary stage. A motion to compel arbitration filed in the Superior Court of California, County of Los Angeles (Case No. 25STCP00646) is currently being briefed.
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 relating to the Securities Litigation described above. Following several judgments from the High Court and cross appeals in 2024, on December 18, 2024, the parties reached a settlement providing for the full and final settlement of the insurance coverage litigation. Prior to the end of 2024, the Company received the insurers' $98 million payment in full satisfaction of the insurers' remaining liability under each of the policies in question, and the parties dismissed their cross appeals previously filed in the High Court litigation. The full amount was recorded as income within Other operating (income) expense, net on the Consolidated Statement of Operations for the year ended December 31, 2024.
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. Except as otherwise discussed for specific matters above, 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. As of June 28, 2025, the loss accrual for litigation contingencies reflected on the Condensed Consolidated Balance Sheet in Other accrued liabilities was $77.4 million, inclusive of the remaining accrual for the securities litigation opt-out cases and the accrual related to Discontinued Operations. The Company also recorded a recovery receivable reflected on the Condensed Consolidated Balance Sheets in Prepaid expenses and other current assets of $17.9 million, inclusive of the recovery receivable related to Discontinued Operations, as of June 28, 2025. 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, nor any assurance as to the amount of such final costs that may be covered by insurance. 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.
NOTE 17 - SEGMENT AND GEOGRAPHIC INFORMATION
The tables below show select financial measures by reporting segment(1) (in millions):
| CSCA | CSCI | Unallocated | Total | |||||||||||||||||||||||
| June 28, 2025 | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | ||||||||||||||||||||||
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Perrigo Company plc - Item 1
Note 17
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Three Months Ended June 28, 2025 | |||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Gross margin | % | % | % | % | |||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
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| Research and development | |||||||||||||||||||||||||||||||||||
| Selling | |||||||||||||||||||||||||||||||||||
| Administration | |||||||||||||||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||||||||||||||
| Other operating (income) expense, net | |||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Operating income (loss) % | % | % | NM | % | |||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Other (income) expense, net | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ||||||||||||||||||||||||||||||||||
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Three Months Ended June 28, 2025 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Depreciation/amortization | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Six Months Ended June 28, 2025 | |||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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| Administration | |||||||||||||||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||||||||||||||
| Other operating (income) expense, net | |||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Operating income (loss) % | % | % | NM | % | |||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Other (income) expense, net | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ||||||||||||||||||||||||||||||||||
34
Perrigo Company plc - Item 1
Note 17
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Six Months Ended June 28, 2025 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Depreciation/amortization | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Three Months Ended June 29, 2024 | |||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||
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| Research and development | |||||||||||||||||||||||||||||||||||
| Selling | |||||||||||||||||||||||||||||||||||
| Administration | |||||||||||||||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||||||||||||||
| Other operating (income) expense, net | |||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Operating income (loss) % | % | ( | % | NM | ( | % | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Other (income) expense, net | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ( | |||||||||||||||||||||||||||||||||
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Three Months Ended June 29, 2024 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Depreciation/amortization | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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Perrigo Company plc - Item 1
Note 17
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Six Months Ended June 29, 2024 | |||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Gross margin | % | % | % | % | |||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||||||||
| Selling | |||||||||||||||||||||||||||||||||||
| Administration | |||||||||||||||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||||||||||||||
| Other operating (income) expense, net | |||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Operating income (loss) % | % | % | NM | ( | % | ||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||
| Other (income) expense, net | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ( | |||||||||||||||||||||||||||||||||
| CSCA | CSCI | Unallocated | Total | ||||||||||||||||||||||||||||||||
| Six Months Ended June 29, 2024 | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Depreciation/amortization | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(1) Amounts may not add or recalculate due to rounding. Percentages are based on actuals.
NOTE 18 - SUBSEQUENT EVENTS
Divestitures
On July 13, 2025, we entered into a binding agreement to sell our Dermacosmetics branded business in Northern Europe, the Netherlands and Poland (the "Dermacosmetics Business") to Kairos Bidco AB ("Kairos") for total consideration of up to €327 million, consisting of an upfront cash payment of €300 million to be paid by Kairos at closing, subject to customary adjustments, and up to €27 million in potential earn-out payments based on the Dermacosmetics Business achieving certain performance thresholds. The transaction is expected to close during the first quarter of 2026.
The criteria for reporting our Dermacosmetics Business disposal group as held for sale were met after the balance sheet date, and therefore we classified the business as held and used as of June 28, 2025. Held for sale measurement will be assessed during the third quarter of 2025.
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Perrigo Company plc - Item 2
Executive Overview
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis ("MD&A") is intended to provide readers with an understanding of our financial condition, results of operations, and cash flows by focusing on changes in certain key measures from year to year. This MD&A is provided as a supplement to, and should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes found in Item 1 included in this Form 10-Q, and our Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). These historical financial statements may not be indicative of our future performance. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under “Risk Factors” in Item 1A of our 2024 Form 10-K and Part II. Item 1A of this Form 10-Q.
Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries.
EXECUTIVE OVERVIEW
Perrigo is a leading pure-play self-care company with more than a century of providing high-quality health and wellness solutions to meet the evolving needs of consumers. As one of the originators of the over-the-counter ("OTC") self-care market, Perrigo is led by its vision "To Provide The Best Self-Care For Everyone" and its purpose to "Make Lives Better Through Trusted Health and Wellness Solutions, Accessible To All".
Perrigo works to fulfill its vision and purpose as a top-tier consumer self-care company with a focused portfolio based on consumer-led innovation, which meets societal needs for:
•Access: Perrigo's self-care products and solutions enhance the daily lives of millions of families, empowering them to take control of their health and wellness.
•Value: Perrigo delivers value by helping consumers proactively manage their well-being through affordable and effective self-care solutions.
•Reliability: Perrigo ensures the safety and effectiveness of its self-care solutions, best serving its consumers.
Perrigo provides access to trusted self-care solutions that can be used without the need to visit a health practitioner for a prescription. Guided by our vision and purpose, our strategic goal is to create sustainable and value accretive growth by 1) delivering consumer preferred brands and innovation, 2) driving category growth with our customers, 3) powering our business with our world-class, quality assured supply chain, including a focus on sustainability with meaningful goals to reduce greenhouse gas emissions, water, and waste, in addition to increasing the recyclability of our packaging, and 4) evolving our global organization to one cohesive operating model. Our unique competency is to deliver health and wellness solutions across multiple price and value tiers that improve access and choice for consumers.
Perrigo's broad offerings are well diversified across several major product categories as well as across geographies, primarily in North America and Europe with no one product representing more than 5% of total revenue. In North America, Perrigo is the leading store brand private label provider of self-care products in many categories, including upper respiratory, nutrition and women's health, along with brands including Opill® and Mederma®. In Europe, our portfolio consists primarily of brands, including Compeed®, ellaOne®, Solpadeine®, Jungle Formula®, and ACO®.
Two key initiatives are fundamental to advancing our self-care strategy — our Supply Chain Reinvention Program, a global supply chain efficiency program, and Project Energize, a global investment and efficiency program. In addition, we continue to invest in other initiatives, including innovation, information systems and tools, and our people to drive consistent and sustainable results.
Perrigo’s unique complementary businesses enable each individually to play a specific reinforcing role, where 1) store brands and infant formula generate cash for investments into the Company’s key higher margin, higher growth or ‘High-Grow’ brands, 2) branding and innovation capabilities deliver brand and store brand demand generation designed to lead to stronger customer partnerships, 3) consumer-led innovation is scaled across brands, store
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Perrigo Company plc - Item 2
Executive Overview
brands and geographies, and 4) the Company leverages its global supply chain scale and reach with 100-plus molecules, at 100% consumer price point coverage, to serve the most consumers.
The Company’s plan to drive cash flow and total shareholder return is anchored behind its ‘Three-S’ plan – ‘Stabilizing’ Consumer Self-Care Americas store brand and infant formula businesses; ‘Streamlining’ the global portfolio, enterprise operating model and Consumer Self-Care International business; and ‘Strengthening’ what is working by prioritizing and increasing investments behind key ‘High-Grow’ brands.
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.
Our Segments
Our reporting and operating segments reflect the way our chief operating decision maker, who is our Chief Executive Officer ("CEO"), makes operating decisions, allocates resources and manages the growth and profitability of the Company. Our reporting and operating segments are:
•Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business in the U.S. and Canada.
•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 comprised of our generic prescription pharmaceuticals business in the U.S. and other pharmaceuticals and diagnostic businesses in Israel, which have been divested. The Rx segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report. See Item 1. Note 4 for more information.
Recent Developments
•The sale of the Richard Bittner Business AG, an Austrian contract manufacturing entity (the "Richard Bittner Business") to HBI Health & Beauty Innovations Limited was completed on April 11, 2025. See Item 1. Note 3 for more information.
•On May 5, 2025, one of our customers filed for bankruptcy. We have completed the evaluation of the impact to our financial position, which we determined was not material.
•On June 4, 2025, Ron Janish, Executive Vice President ("EVP"), Global Operations and Supply Chain announced his plan to retire on September 30, 2025, following a distinguished career at Perrigo spanning more than two decades.
•Effective June 23, 2025, Matt Winterman, with more than 20 years of global supply chain and strategy leadership, was appointed to the role of Executive Vice President, Product Supply, Operations Strategy and Transformation Officer. Mr. Winterman will work closely with Mr. Janish to ensure a smooth transition.
•On July 1, 2025, the Company announced it is scaling and optimizing its proven One Perrigo growth model—anchored in global Category Leadership and Market Activation—across the organization to enhance agility, accelerate innovation, and drive long-term sustainable growth. This organizational alignment advances Perrigo’s multi-year Stabilize, Streamline and Strengthen (‘Three-S’) plan and reflects operational readiness across the Company. As part of this initiative, effective July 1, 2025, Roberto Khoury was appointed EVP, Chief Commercial Officer, and will assume responsibility for operating results in both CSCI and CSCA segments. Mr. Khoury previously held the role of EVP and President, Consumer Self-Care International, which has been eliminated as part of this initiative. Effective June 30, 2025, Catherine “Triona” Schmelter no longer serves as EVP and President, Consumer Self-Care Americas of the Company and all relevant subsidiaries and affiliates due to the elimination of the position as part of this initiative.
•On July 13, 2025, the Company entered into a Master Sale and Purchase Agreement with Kairos Bidco AB (“Kairos”), an investment vehicle managed by an affiliate of KKR & Co., Inc. (“KKR”), pursuant to which, and subject to the terms and conditions set forth therein, the Company agreed to sell and Kairos agreed to acquire (1) all of the shares in ACO® Hud Nordic AB, a Swedish private corporation (aktiebolag) (the “Target”) and (2) various assets relating to the manufacture, packaging, sale and distribution of certain cosmetic products, medicinal products and medical devices related to the Company’s Dermacosmetics branded business in Northern Europe, the Netherlands and Poland (together with the Target, the “Dermacosmetics Business”). See Item1. Note 18 for more information.
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Perrigo Company plc - Item 2
Executive Overview
Restructuring
Supply Chain Reinvention Program
In 2022, we initiated a Supply Chain Reinvention Program to reduce structural costs, improve profitability and our service levels to our retail partners, and strengthen our resiliency by streamlining and simplifying our global supply chain. Through this initiative, we are reducing portfolio complexity, investing in advanced planning capabilities, diversifying sourcing, and optimizing our manufacturing assets and distribution models. We estimate a total annual run-rate potential savings opportunity by the end of fiscal year 2028 of between $200 million to $300 million (excluding related depreciation expense on capital investments). To obtain these potential benefits, we anticipate incurring costs between $300 million to $350 million by the end of fiscal year 2028 to complete the program implementation, with the substantial portion of the costs incurred by the end of 2025, including capital investments, restructuring expenses and implementation costs. A significant portion of the annual run-rate potential savings of the Program, between $150 million to $200 million (not including related depreciation expense on capital investments), are anticipated by the end of fiscal year 2025. Refer to Item 1. Note 14 for further details on restructuring charges.
Project Energize
Perrigo has successfully transformed into a pure-play consumer self-care company and is now embarking on the next stage of its self-care journey - evolving to One Perrigo. This evolution will create sustainable, value accretive growth through a business model that better positions the Company to win in self-care.
As part of the Company's sustainable, value accretive growth strategy, the Company launched Project Energize - a global investment and efficiency program to drive the next evolution of capabilities and organizational agility. This three-year program is expected to produce significant benefits in the Company’s long-term business performance by enabling our One Perrigo growth strategy, increasing organizational agility and mitigating impacts from stabilizing and strengthening the infant formula business.
Project Energize was initiated in the first quarter of 2024, subject to local law and consultation requirements, and is expected to deliver annualized pre-tax savings in the range of $140 million to $170 million by the end of 2026. The Company expects an annual reinvestment of approximately $40 million to $60 million of these savings to drive its business model. Restructuring and related charges associated with these actions are estimated to be in the range of $140 million to $160 million, including $20 million to $40 million in investments to enhance capabilities, and are expected to be substantially incurred by the end of 2026. Restructuring activities as part of Project Energize are expected to result in the net reduction of approximately 6% of total Perrigo roles. Refer to Item 1. Note 14 for further details on restructuring charges.
Nutrition Network Optimization
In 2025, Perrigo initiated the Nutrition Network Optimization project to optimize our infant formula manufacturing footprint, upgrade packaging capabilities, harmonize quality processes, and enhance our research and development capabilities. We plan to invest approximately $240 million into our infant formula production network over the next three years as a strategic move expected to provide substantial cash returns and secure this business over the long-term. By enhancing our production capabilities, we can achieve significant cost reductions through economies of scale and improved operational efficiencies, leading to higher margins. Additionally, this investment will position us well in the current evolving regulatory landscape, promoting compliance and reducing the risk of costly disruptions, while facilitating greater access of our essential products to more consumers.
As we expect cash generation from 2025 to 2027 to offset a piece of the investment, we anticipate recouping our investment within two years post project completion. Refer to Item 1. Note 14 for further details on restructuring charges.
Market Factors and Trends
Macroeconomic Uncertainty
Current macroeconomic conditions remain dynamic, including impacts from inflation and interest rates, volatile changes in foreign currency exchange rates, tariffs, political unrest and uncertainty and legislative and regulatory
39
Perrigo Company plc - Item 2
Executive Overview
changes. Any causes of market size contraction could reduce our sales or erode our operating margin and consequently reduce our net earnings and cash flows. As a result of these dynamic conditions and uncertainties, we have modified, and may further modify, our operations and strategic initiatives, including by adjusting our investment priorities, reallocating resources, or delaying specific initiatives, such as deferring capital expenditures on the Nutrition Network Optimization project and seeking further working capital improvements.
Current uncertainties arising from increased tariffs on imported products could have an adverse effect on our Company. In 2025, the U.S. government announced new or additional tariffs on products imported from many countries and individualized "reciprocal" tariffs on countries with which the U.S. has the largest trade deficits. While some tariffs have become effective, others have been temporarily suspended or permanently repealed and the U.S. government has announced trade agreements with various governments. As a result, there continues to be significant volatility and uncertainty regarding the scope, timing, implementation and effective rates of tariffs.
Based on current assessments, excluding any potential impact from pharmaceutical tariffs that may cover ingredients used in the manufacturing of OTC products, we estimate a gross increase to global cost of goods sold in 2025 beginning in the fourth quarter of approximately $10 million to $20 million, and approximately $50 million to $60 million, on a full-year basis. We plan to offset these impacts through a combination of strategic pricing actions, insourcing to our U.S.-based manufacturing facilities and other supply chain actions.
In addition, our interest expense can be impacted by the overall global economic and interest rate environment. We manage interest rate risk through our capital structure and the use of interest rate swaps to fix the interest rate on greater than 90% of our outstanding debt.
Inflationary Costs and Supply Chain
Supply chain disruptions continue in specific categories such as agricultural commodities due to climate impacts, and supply chain shortages continue due to the Middle East Conflict. Inflationary pressures are still a factor on cost in major economies globally across food, energy and labor. We previously experienced employment vacancies and attrition in the labor market which negatively impacted productivity and drove the need for wage rate increases and other retention benefits. We implemented a series of actions to substantially mitigate these and other inflationary cost pressures, such as strategic pricing and our Supply Chain Reinvention Program. Benefits from our actions have substantially offset the impacts of inflation to date. However, future supply chain disruptions and inflationary pressures from the continuation of the conflicts between Russia and Ukraine, any escalating conflicts in the Middle East and neighboring regions and the impact of tariff and trade policy are uncertain.
Infant Formula
As part of its efforts to prevent supply interruptions and risk of Cronobacter spp. illnesses associated with powdered infant formula, in March 2023, the Federal Drug Administration ("FDA") released an “Immediate National Strategy to Increase the Resiliency of the U.S. Infant Formula Market” and issued a letter to the powdered infant formula industry to share information to assist the industry in improving the microbiologic safety of powdered infant formula. In response to those changes, we made considerable investments in all our infant formula manufacturing sites, including enhanced cleaning and sanitation protocols, enhancements to our environmental monitoring programs, enhanced quality oversight and increased the number of quality and operations personnel. These changes have resulted in higher costs and lower manufacturing output and production yields across our infant formula network.
As previously disclosed, we received a warning letter from the FDA on August 30, 2023 relating to the Perrigo Wisconsin infant formula facility, which was acquired in November 2022. While we worked to resolve the issues raised in the August 30 letter, on November 29, 2023, we received notice from the FDA of additional inspection observations relating to Perrigo Wisconsin. Consistent with our commitment to quality, we temporarily paused all production at that facility and conducted an extended site-wide assessment and cleaning.
We also bolstered our internal resources and brought in additional outside expertise to help revise, enhance and strengthen comprehensive standards and processes across our infant formula network, including in some instances, pausing production for comprehensive cleaning and infrastructure improvements. All planned large-scale manufacturing plant resets have been completed, we have implemented quality enhancements, including further protocol, process and procedural improvements at the site level, and all sites are producing reliable, quality-assured product. Our focus is now on recovering store brand share and returning critical SKUs back to the shelves for
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Perrigo Company plc - Item 2
Executive Overview
consumers who need high-quality, affordable infant formula, while managing the additional cost and production processes to comply with new regulatory requirements.
In October and November 2024, the FDA conducted its first inspection of the Perrigo Wisconsin infant formula facility since the November 2023 inspection. Following this 2024 inspection, the FDA did not issue written observations via a Form FDA 483.
We have incurred and expect to incur certain extraordinary non-recurring costs associated with the remediation and enhancement actions described above and the evolving U.S. infant formula regulatory landscape, including consulting and legal fees relating to our responses to the FDA and the development and institution of new protocols across our infant formula manufacturing sites, as well as other costs relating to the extended cleaning and sanitization and the pausing and restarting of production. Cash costs to date to achieve this remediation plan are approximately $22.6 million.
War in Ukraine
The invasion of Ukraine by Russia and resulting economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries on Russia, Belarus, and occupied regions in Ukraine have negatively impacted our results from operations in the region. Future impacts are difficult to predict due to the high level of uncertainty related to the war's duration, evolution and resolution. If the conflict spreads or materially escalates, or economic conditions deteriorate, the impact on our business and results of operations could be material.
Middle East Conflicts
We continue to closely monitor the ongoing conflict and the social, political and economic environment in Israel and in the surrounding region to evaluate the impacts on our operations and supply chain. Israel is a global technology research and development center that plays a critical role in the global Active Pharmaceutical Ingredients ("API") market, as a number of our key suppliers are located within Israel. The Company sources some raw materials and finished goods from suppliers in Israel for certain self-care products, including omeprazole. To date, Perrigo has confirmed that our suppliers in the region have active operations and continue to manufacture materials for us, and we have not received any reports of restrictions on imports or exports in Israel. However, there is potential for some disruption as it relates to in-country logistics, including freight. As a precaution, Perrigo has engaged alternate suppliers to help minimize a potential supply disruption. If the conflict spreads or materially escalates, or if the conflict leads to further volatility and uncertainty in financial markets or economic conditions, the impact on our business and results of operations could be material. For example, the escalation in military activity in the Red Sea region has the potential to disrupt supply chains and lead to further inflationary pressures which we are also continuing to monitor.
Foreign Exchange
We have both translation and transaction exposure to the fluctuation of exchange rates. Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency. Transaction exposures relate to 1) the impact from input costs that are denominated in a currency other than the local reporting currency and 2) the revaluation of transaction-related working capital balances denominated in currencies other than the functional currency. Significant exchange rate fluctuations, especially in the Euro or the British Pound Sterling, have had, and could continue to have, a significant impact on our net sales, net earnings and cash flows.
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Perrigo Company plc - Item 2
Consolidated
RESULTS OF OPERATIONS
Currency Translation
Any currency translation effects described below represent estimates of the net differences between translation of foreign currency transactions into U.S. dollars for the three and six months ended June 28, 2025 at the average exchange rates for the reporting period and average exchange rates for the three and six months ended June 29, 2024.
CONSOLIDATED FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | ||||||||||||||
| (in millions, except percentages) | June 28, 2025 | June 29, 2024 | ||||||||||||
| Net sales | $ | 1,056.3 | $ | 1,065.5 | ||||||||||
| Gross profit | $ | 362.9 | $ | 394.7 | ||||||||||
| Gross profit % | 34.4 | % | 37.0 | % | ||||||||||
Operating income (loss) | $ | 45.4 | $ | (26.5) | ||||||||||
Operating income (loss) % | 4.3 | % | (2.5) | % | ||||||||||
Net sales decreased $9.2 million, or 0.9%, due primarily to:
•$26.2 million decrease due to the prior year divestitures of the HRA Pharma Rare Diseases Business (the "Rare Diseases Business") and the Orion Laboratories Hospital & Specialty Business (the "Hospital & Specialty Business") and the sale of branded products within our CSCI segment;
•$1.1 million decrease, or 0.1%, due primarily to lower net sales in the Digestive Health category of $14.9 million due to lower consumption of specific molecules, and in the Oral Care category of $12.1 million due to lost distribution of lower margin products. These were partially offset by higher net sales in the Pain and Sleep-Aids category of $10.3 million led by improved supply of the Solpadeine brand, in the Nutrition category of $9.4 million driven by continued recovery in the infant formula business, and in the Upper Respiratory category of $7.1 million primarily from share gains and new distribution in U.S. store brand allergy product offerings and restored supply of the Physiomer® brand. This was all partially offset by
•$18.1 million increase from favorable foreign currency translation.
Operating income increased $71.9 million, or 271.3%, due primarily to:
•$31.8 million decrease in gross profit driven primarily by divested businesses and exited product lines of $17.7 million, isolated production variability in infant formula, which caused an increase in product scrap in the quarter, lower net sales volumes primarily in U.S. OTC and lower manufacturing efficiencies. These factors were partially offset by favorable foreign currency translation of $11.0 million and Project Energize savings. Gross profit as a percentage of net sales decreased 260 basis points compared to the prior year due primarily to the same factors that drove gross profit, partially offset by favorable net sales mix of brand to store brand. Divested businesses and exited products unfavorably impacted gross margin by 70 basis points.
•$103.7 million decrease in operating expenses due primarily to the absence of prior year impairment charges of $34.1 million recognized as part of the assets held for sale of the Hospital & Specialty Business and the Rare Disease Business, decreased restructuring costs associated primarily with Project Energize and decreased selling and administrative costs of $26.6 million due primarily to Project Energize.
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Perrigo Company plc - Item 2
Consolidated
Six Month Comparison
| Six Months Ended | |||||||||||||||||||||||
| (in millions, except percentages) | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||
| Net sales | $ | 2,100.2 | $ | 2,147.5 | |||||||||||||||||||
| Gross profit | $ | 755.2 | $ | 752.4 | |||||||||||||||||||
| Gross profit % | 36.0 | % | 35.0 | % | |||||||||||||||||||
Operating income (loss) | $ | 92.3 | $ | (81.7) | |||||||||||||||||||
Operating income (loss) % | 4.4 | % | (3.8) | % | |||||||||||||||||||
Net sales decreased $47.3 million, or 2.2%, due primarily to:
•$47.5 million decrease due to the prior year divestitures of the Rare Diseases Business and the Hospital & Specialty Business and the sale of branded products within our CSCI segment;
•$5.4 million decrease, or 0.3%, due primarily to lower net sales in the Digestive Health and Oral Care categories of $53.5 million, partially offset by the higher net sales in the Nutrition category of $23.9 million, stemming from recovery in the infant formula business, as well as higher net sales in the Upper Respiratory category of $21.7 million. These were partially offset by
•$5.5 million increase from favorable foreign currency translation.
Operating income increased $174.0 million, or 213.0%, due primarily to:
•$2.8 million decrease in gross profit driven primarily by the impact of divested businesses and exited products of $32.1 million, lower manufacturing efficiencies and lower net sales volumes primarily in U.S. OTC, partially offset by Supply Chain Reinvention benefits, Project Energize savings and a reduction of infant formula remediation costs of $7.9 million compared to the prior year. Gross profit as a percentage of net sales increased 100 basis points compared to the prior year due to the same factors that impacted gross profit; and
•$171.2 million decrease in operating expense due primarily to lower selling and administrative costs of $48.9 million due primarily to Project Energize, decreased restructuring costs associated primarily with Supply Chain Reinvention and Project Energize of $43.2 million, a decrease in expenses for litigation, and the absence of prior year impairment charges recognized as part of the assets held for sale of the Hospital & Specialty Business and the Rare Diseases Business.
CONSUMER SELF-CARE AMERICAS FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | |||||||||||||||||||||||
| (in millions, except percentages) | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||
| Net sales | $ | 622.0 | $ | 634.1 | |||||||||||||||||||
| Gross profit | $ | 162.8 | $ | 189.7 | |||||||||||||||||||
| Gross profit % | 26.2 | % | 29.9 | % | |||||||||||||||||||
| Operating income | $ | 45.1 | $ | 69.3 | |||||||||||||||||||
| Operating income % | 7.3 | % | 10.9 | % | |||||||||||||||||||
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Perrigo Company plc - Item 2
CSCA
Net sales decreased $12.1 million, or 1.9%, due primarily to:
•$12.0 million decrease, or 1.9%, due primarily to lower net sales in the Digestive Health category of $16.3 million due to lower consumption of specific molecules, principally proton pump inhibitors for heartburn, and lower net sales in the Oral Care category of $13.3 million due to lost distribution of lower margin products. These were partially offset by higher net sales in the Nutrition category of $9.4 million, stemming from recovery in the infant formula business, as well as higher net sales in the Healthy Lifestyles category stemming from share gains in store brand smoking cessation products.
CSCA net sales by product category were as follows:
| Sales | Three Months Ended | ||||||||||||||||||||||
(in millions, except percentages) | June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||||||||
| Upper Respiratory | $ | 123.3 | $ | 118.8 | $ | 4.5 | 3.8 | % | |||||||||||||||
| Digestive Health | 109.7 | 126.0 | (16.3) | (12.9) | % | ||||||||||||||||||
| Nutrition | 95.6 | 86.1 | 9.5 | 11.0 | % | ||||||||||||||||||
| Pain and Sleep-Aids | 80.2 | 81.6 | (1.4) | (1.7) | % | ||||||||||||||||||
| Healthy Lifestyle | 73.7 | 69.1 | 4.6 | 6.7 | % | ||||||||||||||||||
| Oral Care | 60.0 | 73.2 | (13.2) | (18.0) | % | ||||||||||||||||||
| Skin Care | 57.8 | 57.1 | 0.7 | 1.2 | % | ||||||||||||||||||
| Women's Health | 18.7 | 16.8 | 1.9 | 11.3 | % | ||||||||||||||||||
| Vitamins, Minerals, and Supplements ("VMS") | 2.1 | 5.3 | (3.2) | (60.4) | % | ||||||||||||||||||
| Other CSCA | 0.9 | 0.1 | 0.8 | 800.0 | % | ||||||||||||||||||
| Total CSCA | $ | 622.0 | $ | 634.1 | $ | (12.1) | (1.9) | % | |||||||||||||||
Sales in each category were driven primarily by:
•Upper Respiratory: Net sales of $123.3 million increased 3.8% due primarily to new business wins and store brand share gains amid lower consumption in allergy, leading to higher net sales of allergy products including store brand versions of Fluticasone and Fexofenadine.
•Digestive Health: Net sales of $109.7 million decreased 12.9% due primarily to lower consumption and pricing of proton pump inhibitors, including Omeprazole, Esomeprazole and Lansoprazole, partially offset by Perrigo store brand share gains. These dynamics more than offset higher net sales of Polyethylene Glycol, where Perrigo also gained store brand market share.
•Nutrition: Net sales of $95.6 million increased 11.0% due primarily to a 25% increase in net sales of store brand infant formula and contract manufacturing of infant formula driven by continuing business recovery, partially offset by lower net sales in the Good Start® infant formula brand due to lost distribution.
•Pain and Sleep-aids: Net sales of $80.2 million decreased 1.7% due primarily to lower category consumption of children's analgesics medicines and lower dollar share compared to the prior year.
•Healthy Lifestyle: Net sales of $73.7 million increased 6.7% due primarily to new distribution and market share gains, offsetting lower category consumption of nicotine replacement therapy products.
•Oral Care: Net sales of $60.0 million decreased 18.0% due primarily to lost distribution of lower margin products at specific retail customers and the absence of Plackers® dental flossers promotions compared to the prior year.
•Skin Care: Net sales of $57.8 million increased 1.2% driven by growth in the Mederma® brand and higher net sales in the Minoxidil franchise.
•Women's Health: Net sales of $18.7 million increased 11.3% due primarily to growth of Opill®, as the prior year quarter reflected a relatively light sales period following the strong retail sell-in that occurred immediately after the product’s launch in March 2024..
•VMS and Other: Net sales of $3.1 million decreased 42.9% due primarily to volume decline in the VMS category.
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CSCA
Operating income decreased $24.2 million, or 34.9%, due primarily to:
•$26.9 million decrease in gross profit primarily driven by isolated production variability in infant formula, which caused an increase in product scrap in the second quarter, and lower net sales volumes primarily in U.S. OTC. These factors were partially offset by favorable impacts from lower materials inflation and savings from Project Energize. Gross profit as a percentage of net sales decreased 370 basis points compared to the prior year due primarily to the same factors that drove gross profit.
•$2.7 million decrease in operating expenses due primarily to lower selling costs of $7.4 million due primarily to Project Energize, partially offset by bad debt expense recognized primarily related to a customer bankruptcy and higher restructuring costs compared to the prior year period.
Six Month Comparison
| Six Months Ended | |||||||||||
| (in millions, except percentages) | June 28, 2025 | June 29, 2024 | |||||||||
| Net sales | $ | 1,242.8 | $ | 1,278.3 | |||||||
| Gross profit | $ | 362.8 | $ | 343.3 | |||||||
| Gross profit % | 29.2 | % | 26.9 | % | |||||||
Operating income | $ | 109.1 | $ | 85.0 | |||||||
| Operating income % | 8.8 | % | 6.6 | % | |||||||
Net sales decreased $35.5 million, or 2.8%, due primarily to:
•$35.0 million decrease, or 2.7%, due primarily to lower net sales in the Digestive Health category of $35.5 million, a prior year benefit in the Women's Health category of $18.0 million from initial retailer stocking of Opill® which launched at the end of the first quarter in the prior year, and lower net sales in the Oral Care category of $16.0 million. These were partially offset by higher net sales in the Nutrition category of $23.9 million, stemming from recovery in the infant formula business, as well as higher net sales in the Upper Respiratory category of $12.1 million due to higher incidence levels of cough cold compared to the prior year.
CSCA net sales by product category were as follows:
| Sales | Six Months Ended | ||||||||||||||||||||||
(in millions, except percentages) | June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||||||||
| Upper Respiratory | $ | 261.2 | $ | 249.1 | $ | 12.1 | 4.9 | % | |||||||||||||||
| Digestive Health | 212.7 | 248.2 | (35.5) | (14.3) | % | ||||||||||||||||||
| Nutrition | 200.3 | 176.7 | 23.6 | 13.4 | % | ||||||||||||||||||
| Pain and Sleep-Aids | 156.8 | 164.2 | (7.4) | (4.5) | % | ||||||||||||||||||
| Healthy Lifestyle | 144.1 | 140.4 | 3.7 | 2.6 | % | ||||||||||||||||||
| Oral Care | 122.0 | 137.9 | (15.9) | (11.5) | % | ||||||||||||||||||
| Skin Care | 106.3 | 106.7 | (0.4) | (0.4) | % | ||||||||||||||||||
| Women's Health | 33.7 | 44.0 | (10.3) | (23.4) | % | ||||||||||||||||||
| VMS | 3.8 | 9.5 | (5.7) | (60.0) | % | ||||||||||||||||||
| Other CSCA | 1.8 | 1.6 | 0.2 | 12.5 | % | ||||||||||||||||||
| Total CSCA | $ | 1,242.8 | $ | 1,278.3 | $ | (35.5) | (2.8)% | ||||||||||||||||
Sales drivers in each category are provided below:
•Upper Respiratory: Net sales of $261.2 million increased 4.9% due primarily to higher incidence levels of cough cold compared to the prior year first quarter, higher net sales of allergy products, including Nasonex®, Fluticasone and Fexofenadine, and new business wins. This growth was partially offset by previously disclosed net lost distribution of lower margin products;
•Digestive Health: Net sales of $212.7 million decreased 14.3% due primarily to previously disclosed net lost distribution of lower margin products in U.S. Store Brand and lower consumption of proton pump inhibitors, including Omeprazole, Esomeprazole and Lansoprazole, despite Perrigo share gains. These impacts more than offset higher net sales of Polyethylene Glycol;
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CSCA
•Nutrition: Net sales of $200.3 million increased 13.4% due primarily to a 14% increase in net sales of infant formula products driven by continuing store brand infant formula business recovery partially offset by lower net sales in the Good Start® infant formula brand due to lost distribution;
•Pain and Sleep-aids: Net sales of $156.8 million decreased 4.5% due primarily to previously disclosed net lost distribution of lower margin products and lower category consumption of children's analgesics medicines and lower dollar share compared to prior year, partially offset by new business awards;
•Healthy Lifestyle: Net sales of $144.1 million increased 2.6% due primarily to new distribution and stronger base velocities, leading to market share gains in nicotine gums and lozenges, partially offset by lower category consumption of nicotine replacement therapy products compared to the prior year period;
•Oral Care: Net sales of $122.0 million decreased 11.5% due primarily to previously disclosed net lost distribution of lower margin products at specific retail customers and lower net sales of Plackers® dental flossers;
•Skin Care: Net sales of $106.3 million decreased 0.4% due primarily to higher net sales in the Minoxidil franchise, more than offset by lower net sales of Mederma® due to service issues in the first quarter of 2025;
•Women's Health: Net sales of $33.7 million decreased 23.4% due primarily to the prior year reflecting the strong initial retailer stocking of Opill®, which launched in March 2024, of $18 million, or an impact to the category of 40.9%; and
•VMS and Other: Net sales of $5.6 million decreased 49.5% due primarily to volume decline in the VMS category.
Operating income increased $24.1 million, or 28.4%, due primarily to:
•$19.5 million increase in gross profit driven primarily by infant formula business recovery, lower materials inflation, and Project Energize savings; partially offset by lower net sales volumes primarily in U.S. OTC and unfavorable net pricing impacts. Gross profit as a percentage of net sales increased 230 basis points compared to the prior year due to the same factors that impacted gross profit.
•$4.5 million decrease in operating expenses due primarily to lower selling and administrative costs of $7.9 million due primarily to Project Energize, as well as decreased research and development expenses, partially offset by higher restructuring costs associated with Project Energize and Nutrition Network Optimization.
CONSUMER SELF-CARE INTERNATIONAL FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | |||||||||||
| (in millions, except percentages) | June 28, 2025 | June 29, 2024 | |||||||||
| Net sales | $ | 434.3 | $ | 431.3 | |||||||
| Gross profit | $ | 200.2 | $ | 205.0 | |||||||
| Gross profit % | 46.1 | % | 47.5 | % | |||||||
Operating income | $ | 59.2 | $ | (10.3) | |||||||
Operating income % | 13.6 | % | (2.4) | % | |||||||
Net sales increased $3.0 million, or 0.7%, due primarily to:
•$18.2 million increase from favorable foreign currency translation;
•$10.9 million increase, or 2.7%, due primarily to higher net sales of $11.7 million in the Pain and Sleep-Aids categories, led by improved supply of the Solpadeine brand, as well as higher net sales of $2.6 million in the Upper Respiratory category led by restored supply of the Physiomer® brand, and $2.2 million from the Women's Health category led by strong share gains in ellaOne®, partially offset by lower net sales in the Skin Care category. These factors were partially offset by
•$26.2 million decrease due to the prior year divestitures of the Rare Diseases Business and the Hospital & Specialty Business and the sale of branded products;
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CSCI
CSCI net sales by product category were as follows:
| Sales | Three Months Ended | ||||||||||||||||||||||
(in millions, except percentages) | June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||||||||
| Skin Care | $ | 122.9 | $ | 127.7 | $ | (4.8) | (3.8) | % | |||||||||||||||
| Pain and Sleep-Aids | 63.5 | 50.3 | 13.2 | 26.2 | % | ||||||||||||||||||
| Healthy Lifestyle | 60.7 | 57.5 | 3.2 | 5.6 | % | ||||||||||||||||||
| Upper Respiratory | 55.4 | 50.7 | 4.7 | 9.3 | % | ||||||||||||||||||
| Women's Health | 41.1 | 36.9 | 4.2 | 11.4 | % | ||||||||||||||||||
| VMS | 38.6 | 39.9 | (1.3) | (3.3) | % | ||||||||||||||||||
| Oral Care | 25.2 | 23.0 | 2.2 | 9.6 | % | ||||||||||||||||||
| Digestive Health | 9.9 | 8.5 | 1.4 | 16.5 | % | ||||||||||||||||||
| Other CSCI | 16.9 | 36.8 | (19.9) | (54.1) | % | ||||||||||||||||||
| Total CSCI | $ | 434.3 | $ | 431.3 | $ | 2.9 | 0.7 | % | |||||||||||||||
Sales in each category were driven primarily by:
•Skin Care: Net sales of $122.9 million decreased 3.8%, inclusive of a 3.0% favorable effect of currency translation, due to the impact of 6.0% from the reclassification of certain brands into other categories in addition to the impact of 1.9% from exited products. The remainder of the Skin Care category increased 1.2% due to share growth in Compeed® and Sebamed®, despite the soft seasonal trends.
•Pain & Sleep-Aids: Net sales of $63.5 million increased 26.2%, inclusive of a 6.8% favorable effect of currency translation, due primarily to restored supply of Solpadeine®, partially offset by 4.7% from divested businesses and exited products.
•Healthy Lifestyle: Net sales of $60.7 million increased 5.6%, inclusive of a 2.0% favorable effect of currency translation, driven by growth in mosquito repellent products including Jungle Formula®, higher demand for the Lyclear® antiparasites brand and store brand smoking cessation offerings. This growth was partially offset by timing of sales for NiQuitin® and the strategic deprioritization of products within the weight loss sub-category.
•Upper Respiratory: Net sales of $55.4 million increased 9.3%, inclusive of a 6.0% favorable effect of currency translation, due primarily to restored supply of the Physiomer® brand and new distribution, partially offset by lower net sales of cough cold products due to lower year-over-year incidence and 2.0% from exited products.
•Women's Health: Net sales of $41.1 million increased 11.4%, inclusive of a 5.7% favorable effect of currency translation, due primarily to higher net sales of contraceptive products including ellaOne®, driven by market share gains.
•VMS: Net sales of $38.6 million decreased 3.3%, inclusive of a 4.8% favorable effect of currency translation, due primarily to deprioritization of the nutraceuticals portfolio in addition to 2.0% from exited products.
•Oral Care: Net sales of $25.2 million increased 9.6%, inclusive of a 6.0% favorable effect of currency translation, due primarily to higher net sales of store brand product.
•Digestive Health and Other: Net sales of $26.8 million decreased 40.9%, inclusive of a 3.0% favorable effect of currency translation, primarily due to divested businesses, including HRA Pharma Rare Diseases, and exited products.
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CSCI
Operating income increased $69.5 million, or 674.8%, due primarily to:
•$4.8 million decrease in gross profit due primarily to $17.7 million from the impact of divested businesses and exited product lines, lower manufacturing productivity, and lower costs of good sold inflation. These factors were partially offset by $10.2 million from favorable currency translation, prior strategic pricing actions, and improved supply of key products. Gross profit as a percentage of net sales decreased 140 basis points compared to the prior year due to the same factors impacting gross profit, partially offset by favorable brand mix due in part to improved supply of key products. Divested businesses and exited products had an unfavorable impact of 90 basis points.
•$74.3 million decrease in operating expenses due primarily to the absence of the prior year impairment charges of $34.1 million recognized as part of the assets held for sale of the Hospital & Specialty Business and the Rare Disease Business, lower restructuring costs of $23.1 million compared to the prior year period, and lower selling and administrative costs due primarily to Project Energize.
Six Month Comparison
| Six Months Ended | |||||||||||
| (in millions, except percentages) | June 28, 2025 | June 29, 2024 | |||||||||
| Net sales | $ | 857.4 | $ | 869.3 | |||||||
| Gross profit | $ | 392.5 | $ | 409.2 | |||||||
| Gross profit % | 45.8 | % | 47.1 | % | |||||||
| Operating income | $ | 98.8 | $ | 16.2 | |||||||
| Operating income % | 11.5 | % | 1.9 | % | |||||||
Net sales decreased $11.9 million, or 1.4%, due primarily to:
•$47.5 million decrease due to the prior year divestitures of the Rare Diseases Business and the Hospital & Specialty Business and the sale of branded products; partially offset by
•$29.6 million increase, or 3.6%, due primarily to growth of $16.1 million in the Pain & Sleep Aids category led by restored supply of the Solpadeine brand, as well as higher net sales of $9.7 million in the Upper Respiratory category driven by higher cough/cold incidence and improved supply, partially offset by lower net sales of $7.7 million in the VMS category;
•$6.0 million increase from favorable foreign currency translation.
CSCI net sales by product category were as follows:
| Sales | Six Months Ended | ||||||||||||||||||||||
(in millions, except percentages) | June 28, 2025 | June 29, 2024 | $ Change | % Change | |||||||||||||||||||
| Skin Care | $ | 234.4 | $ | 242.4 | $ | (8.0) | (3.3) | % | |||||||||||||||
| Upper Respiratory | 128.9 | 119.8 | 9.1 | 7.6 | % | ||||||||||||||||||
| Healthy Lifestyle | 127.3 | 122.1 | 5.2 | 4.2 | % | ||||||||||||||||||
| Pain and Sleep-Aids | 117.1 | 101.7 | 15.4 | 15.2 | % | ||||||||||||||||||
| VMS | 76.2 | 84.5 | (8.3) | (9.8) | % | ||||||||||||||||||
| Women's Health | 73.5 | 68.9 | 4.6 | 6.6 | % | ||||||||||||||||||
| Oral Care | 47.7 | 51.7 | (4.0) | (7.7) | % | ||||||||||||||||||
| Digestive Health | 19.5 | 18.0 | 1.5 | 8.3 | % | ||||||||||||||||||
| Other CSCI | 32.8 | 60.1 | (27.3) | (45.4) | % | ||||||||||||||||||
| Total CSCI | $ | 857.4 | $ | 869.3 | $ | (11.9) | (1.4) | % | |||||||||||||||
Sales in each category were driven primarily by:
•Skin Care: Net sales of $234.4 million decreased 3.3%, due primarily to soft seasonal consumption trends compared to the prior year, primarily in sun and blister care, leading to lower sales of ACO® and Iwostin®,
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Perrigo Company plc - Item 2
CSCI
and the unfavorable impact of 1.9% from divested businesses and exited product lines. These factors were partially offset by share growth in Compeed® and Sebamed®, despite the soft seasonal trends;
•Upper Respiratory: Net sales of $128.9 million increased 7.6%, inclusive of a 0.9% favorable effect of currency translation, due primarily to higher cough cold seasonal sell-in activities, improved supply of key products, including Physiomer® and growth in allergy products, including Beconase® and store brand allergy offerings. These factors were partially offset by the -1.6% impact of from divested businesses and exited product lines;
•Healthy Lifestyle: Net sales of $127.3 million increased 4.2%, inclusive of a 1.5% unfavorable effect of currency translation, driven by growth in mosquito repellent products including the Jungle Formula® brand, in addition to growth of the Lyclear® antiparasites brand and store brand nicotine replacement offerings. This growth was partially offset by the strategic exit of products within the weight loss sub-category;
•Pain & Sleep-Aids: Net sales of $117.1 million increased 15.2%, inclusive of a 2.9% favorable effect of currency translation, as higher net sales of Solpadeine®, due primarily to improved supply, were partially offset by 4.2% from divested businesses and exited product lines;
•VMS: Net sales of $76.2 million decreased 9.8%, inclusive of a 0.9% favorable effect of currency translation, due primarily to deprioritization of the nutraceuticals portfolio, in addition to 1.3% from divested businesses and exited products;
•Women's Health: Net sales of $73.5 million increased 6.6%, inclusive of a 1.7% favorable effect of currency translation, due primarily to higher net sales of contraceptive products including ellaOne®, driven by market share gains;
•Oral Care: Net sales of $47.7 million decreased 7.7%, inclusive of a 1.8% favorable effect of currency translation, due primarily to lower net sales of store brand product;
•Digestive Health and Other: Net sales of $52.3 million decreased 33.1%, inclusive of a 1.1% favorable effect of currency translation, primarily due to the divestiture of the HRA Pharma Rare Diseases Business, which was partially offset by higher net sales of store brand digestive health products.
Operating income increased $82.6 million, or 509.9%, due primarily to:
•$16.7 million decrease in gross profit due primarily to the impact of divested businesses and exited products, lower manufacturing productivity and costs of goods sold inflation. These factors were partially offset by prior strategic pricing actions and improved supply of key products, and $4.4 million from favorable currency translation. Gross profit as a percentage of net sales decreased 130 basis points compared to the prior year due to the same factors impacting gross profit, partially offset by favorable brand mix due in part to improved supply of key products. Divested businesses and exited products had an unfavorable impact of 80 basis points.
•$99.3 million decrease in operating expenses due primarily to decreased restructuring costs associated primarily with Project Energize and Supply Chain Reinvention activities, the absence of prior year impairment charges of $34.1 million recognized as part of the assets held for sale of the Hospital & Specialty Business and the Rare Diseases Business, and lower selling and administrative costs of $25.7 million due primarily to Project Energize.
Unallocated Expenses
Unallocated expenses are comprised of certain corporate services not allocated to our reporting segments and are recorded in Operating income on the Condensed Consolidated Statements of Operations. Unallocated expenses were as follows (in millions):
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||
| $ | 58.9 | $ | 85.5 | $ | 115.5 | $ | 182.9 | |||||||||||||
The decrease of $26.6 million in unallocated expenses during the three months ended June 28, 2025, and the decrease of $67.4 million in unallocated expenses during the six months ended June 28, 2025, compared to the prior year periods were due primarily to a decrease in expenses for litigation, as well as administration due primarily to Project Energize.
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Perrigo Company plc - Item 2
Unallocated, Interest, Other, and Taxes
Interest expense, net, and Other (income) expense, net
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Interest expense, net | $ | 39.6 | $ | 44.1 | $ | 78.6 | $ | 87.1 | |||||||||||||||
| Other (income) expense, net | $ | 2.6 | $ | 3.4 | $ | 2.2 | $ | 3.8 | |||||||||||||||
The $4.5 million and $8.5 million decrease in Interest expense, net during the three and six months ended June 28, 2025, respectively, compared to the prior year periods was due primarily to a decrease in interest expense associated with a decrease in outstanding borrowings under our Senior Secured Credit Facilities.
Income Taxes (Consolidated)
The effective tax rates were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||
| 115.7 | % | (42.8) | % | 103.6 | % | 41.1 | % | |||||||||||||
The effective tax rate on the pre-tax income for the three and six months ended June 28, 2025 increased when compared to the effective tax rate on the pre-tax loss for the three and six months ended June 29, 2024, primarily due to changes in our reserves for uncertain tax positions, and the impacts related to accounting for income taxes in interim reporting periods for 2024, offset by changes in the jurisdictional mix of earnings. For 2024, the accounting for income taxes in interim reporting periods resulted in a significant variation in the customary relationship between income tax expense and pre-tax book income, which does not significantly impact 2025.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes significant changes to federal tax law and permanently extends various provisions from the 2017 Tax Cuts and Jobs Act, including, but not limited to, deductions for federal bonus depreciation, domestic research and development expenditures, and business interest expense. We are currently assessing the impact of the OBBBA on our financial condition and results of operations.
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES
Overview
We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate other available financing sources including term and revolving bank credit and securities offerings. In determining our future capital requirements, we regularly consider, among other factors, known trends and uncertainties, such as the war in Ukraine and conflicts in the Middle East, inflation and interest rates, the status of material contingent liabilities, recent financial market volatility, tariffs and potential tariff and trade policies and other uncertainties. Additionally, we have considered investments in capital expenditures related to the progression of infant formula plant investments, our Supply Chain Reinvention Program, and Project Energize. Subject to relevant restrictions under our debt agreements, our cash requirements for other purposes and other factors management deems relevant, we may from time to time use available funds to redeem, repurchase or refinance our debt in privately negotiated or open market transactions, by tender offer or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms we deem appropriate (which may be below par).
Based on the foregoing, management believes that our operations and borrowing resources are sufficient to provide for our short-term and long-term capital requirements, as described below. However, an adverse result with respect to our appeal of any material outstanding tax assessments or litigation, including securities or drug pricing matters and product liability cases, damages resulting from third-party claims, and related interest and/or penalties, could ultimately require the use of corporate assets to pay such assessments and any such use of corporate assets would limit the assets available for other corporate purposes. As such, we continue to evaluate the impact of the above factors on liquidity and may determine that modifications to our capital structure are appropriate if market conditions
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Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources
deteriorate, favorable capital market opportunities become available, or any change in conditions relating to the war in Ukraine and conflicts in the Middle East, inflation and interest rates, the status of material contingent liabilities, financial market volatility, tariffs, potential tariff and trade policies or other uncertainties have a material impact on our capital requirements.
Cash and Cash Equivalents
| (in millions) | June 28, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | 454.2 | $ | 558.8 | |||||||
Working capital(1) | $ | 1,071.1 | $ | 915.3 | |||||||
(1) Working capital represents current assets less current liabilities, excluding cash and cash equivalents, assets and liabilities held for sale and current indebtedness.
Cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities are expected to be sufficient to finance our liquidity and capital expenditures in both the short and long term. Although our lenders have made commitments to make funds available to us in a timely fashion under our revolving credit agreements and overdraft facilities, if economic conditions worsen or new information becomes publicly available impacting the institutions’ credit rating or capital ratios, these lenders may be unable or unwilling to lend money pursuant to our existing credit facilities. Should our outlook on liquidity requirements change substantially from current projections, we may seek additional sources of liquidity in the future.
Cash Flows
The following table includes summarized cash flow activities:
| Six Months Ended | |||||||||||||||||
| (in millions) | June 28, 2025 | June 29, 2024 | $ Change | ||||||||||||||
| Net cash from operating activities | $ | 11.4 | $ | 8.1 | $ | 3.3 | |||||||||||
| Net cash for investing activities | (29.5) | (96.8) | 67.3 | ||||||||||||||
| Net cash for financing activities | (115.8) | (110.2) | (5.6) | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 29.3 | (9.6) | 38.9 | ||||||||||||||
| Net decrease in cash and cash equivalents | $ | (104.6) | $ | (208.5) | $ | 103.9 | |||||||||||
Net cash from Operating Activities
The $3.3 million increase in operating cash flow was primarily driven by lower working capital, primarily related to changes in accrued liabilities and inventory, partially offset by a decrease in cash flow from the change in net earnings after adjustments for items including depreciation and amortization, restructuring and share-based compensation.
Net cash for Investing Activities
The $67.3 million increase in investing cash flow was due primarily to the absence of the settlement of foreign currency derivatives in the prior year, as well as net proceeds received in the current period related to the sale of the Richard Bittner Business.
Net cash for Financing Activities
The $5.6 million decrease in financing cash flow was due primarily to an increased dividend payout compared to the prior year period.
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Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources
Borrowings and Capital Resources
Credit Agreements
On April 20, 2022, we and our indirect wholly owned subsidiary, Perrigo Investments, LLC, (the "Borrower") entered into the senior secured credit facilities, which consisted of (i) a $1.0 billion five-year revolving credit facility (the “Revolver”), (ii) a $500.0 million five-year Term Loan A facility (the “Term Loan A Facility” and the Term A Loans thereunder, the "Term A Loans"), and (iii) a $1.1 billion seven-year Term Loan B facility (the “Term Loan B Facility” and the Term B Loans thereunder borrowed on April 20, 2022, the "2022 Term B Loans” and, together with the Revolver and Term Loan A Facility, the "Senior Secured Credit Facilities"), pursuant to a Term Loan and Revolving Credit Agreement (the "Credit Agreement").
On December 15, 2023, we and the Borrower entered into Amendment No. 1, an Incremental Assumption Agreement (the "Amendment") to the Credit Agreement. The Amendment provides for a fungible add on to the 2022 Term B Loans in an aggregate principal amount of $300.0 million (the "Incremental Term B Loans" and together with the 2022 Term B Loans, the “Term B Loans”). The terms of the Incremental Term B Loans, including pricing and maturity, are identical to the 2022 Term B Loans. The Term B Loans will mature on April 20, 2029. The net proceeds from the Incremental Term B Loans were used to settle the cash tender offer by Perrigo Finance for $300.0 million in aggregate principal amount of 3.900% Senior Notes due 2024 ("2024 Notes"). The tender offer was settled on December 15, 2023, and Perrigo Finance accepted for purchase $300.0 million of the 2024 Notes and paid approximately $295.1 million in aggregate cash consideration (excluding accrued interest).
On December 15, 2024, we and the Borrower entered into Amendment No. 2 to the Credit Agreement, that provides for the refinancing of the Term B Loans outstanding under the Credit Agreement in the aggregate amount of $984.7 million. Refer to Item 1. Note 11.
As of June 28, 2025 and December 31, 2024, we had $1,411.7 million and $1,429.1 million, respectively, outstanding under our Term Loan A Facility and Term Loan B Facility. Our short-term debt as of June 28, 2025 of $36.4 million is comprised of (i) amortization payments for the Term A Loans and the Term B Loans and (ii) lease payments.
The interest rate net of derivatives results in a fixed rate on a substantial portion of our long-term debt, the earliest of which matures in April 2027.
We were in compliance with all the covenants under our debt agreements as of June 28, 2025.
Other Financing
We have overdraft facilities available that we may use to support our cash management operations. There were no material borrowings outstanding under the overdraft facilities as of June 28, 2025 or December 31, 2024.
Leases
We had $194.1 million and $195.1 million of lease liabilities and $183.8 million and $186.9 million of lease assets as of June 28, 2025 and December 31, 2024, respectively. For information on our operating and finance lease obligations and the amount and timing of future payments refer to Item 1. Note 7.
Credit Ratings
Our credit ratings on June 28, 2025 were Ba2 (negative), BB- (stable), and BB (negative), by Moody's Investor Services, S&P Global Ratings ("S&P"), and Fitch Ratings Inc. ("Fitch"), respectively.
52
Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources
Credit rating agencies review their ratings periodically, and therefore, the credit rating assigned to us by each agency may be subject to revision at any time. Accordingly, there can be no assurance that our credit ratings will remain as disclosed above. Factors that can affect our credit ratings include, but are not limited to, changes in operating performance, the economic environment, our financial position, and changes in business strategy. If changes in our credit ratings were to occur, they could impact, among other things, future borrowing costs, access to capital markets, and vendor financing terms. A credit rating is not a recommendation to buy, sell or hold securities.
Future interest rate adjustments of the 3.150% Senior Notes due 2030 are subject to a 2.0% total cap above the original 3.150% interest rate which would result in an interest rate not to exceed 5.150% based on certain rating events as specified in the Note’s Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc and Wells Fargo Bank, National Association, as trustee.
Guarantor Financial Information
As detailed in Item 1. Note 11, the Guarantor Subsidiaries and the Borrower 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 Loan Parties provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 4.900% Notes due 2030, the 5.375% Euro Notes due 2032, the 6.125% USD Notes due 2032, and the 4.900% Notes due 2044 issued by Perrigo Finance.
The guarantees of the Guarantor Subsidiaries, the Company and the Borrower are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The guarantees of the Guarantor Subsidiaries, the Company and the Borrower rank senior in right of payment to any future subordinated indebtedness of the Company, equal in right of payment with all of the Company’s existing and future senior indebtedness and effectively subordinated to any of the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness.
Basis of Presentation
The following tables include summarized financial information of the obligor groups of debt issued by Perrigo Finance and the Company. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with U.S. GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.
The summarized balance sheet information for the consolidated obligor group of debt issued by Perrigo Finance and the Company is presented in the table below:
| June 28, 2025 | December 31, 2024 | ||||||||||
| Current assets | $ | 1,830.4 | $ | 1,792.5 | |||||||
| Non-current assets | $ | 4,242.6 | $ | 4,284.5 | |||||||
| Current liabilities | $ | 827.4 | $ | 731.8 | |||||||
| Non-current liabilities | $ | 11,835.8 | $ | 12,144.5 | |||||||
| Due to non-guarantors | $ | 7,713.4 | $ | 8,131.3 | |||||||
53
Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources
The summarized results of operations information for the consolidated obligor group of debt issued by Perrigo Finance and the Company is presented in the table below:
| Six Months Ended | ||||||||
| June 28, 2025 | ||||||||
| Total revenues | $ | 1,481.9 | ||||||
| Gross profit | $ | 423.0 | ||||||
| Operating income (loss) | $ | (51.6) | ||||||
| Net income (loss) | $ | (307.7) | ||||||
| Revenue from non-guarantors | $ | 184.9 | ||||||
| Operating expenses to non-guarantors | $ | (0.2) | ||||||
| Other (income) expense to non-guarantors | $ | (144.0) | ||||||
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Contractual Obligations
There were no material changes in contractual obligations as of June 28, 2025 from those provided in our 2024 Form 10-K.
Significant Accounting Policies
There have been no material changes to the significant accounting policies as disclosed in our 2024 Form 10-K.
Critical Accounting Estimates
The determination of certain amounts in our financial statements requires the use of estimates. These estimates are based upon our historical experiences combined with management’s understanding of current facts and circumstances. Although the estimates are considered reasonable based on the currently available information, actual results could differ from the estimates we have used. There have been no material changes to the critical accounting estimates as disclosed in our 2024 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of our 2024 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act) as of June 28, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in ensuring that all material information relating to us and our consolidated subsidiaries required to be included in our periodic SEC filings would be made known to them by others within those entities in a timely manner and that no changes are required at this time.
54
Perrigo Company plc - Item 4
Controls and Procedures
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended June 28, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Item 1. Note 15 and Item 1. Note 16 of the Notes to the Condensed Consolidated Financial Statements.
ITEM 1A. RISK FACTORS
Our 2024 Form 10-K includes a detailed discussion of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in the Form 10-K, other than the risk factor as described below.
Global Risks
Our business, financial condition, and results of operations are subject to risks arising from the international scope of our operations.
We manufacture, source raw materials, and sell our products in a number of countries. The percentage of our business outside the U.S. has been increasing. We are subject to risks associated with international manufacturing and sales, including changes in regulatory requirements. Refer to Item 1. Business - Government Regulations and Pricing, for changes to tax and import/export laws and trade and customs policies (including the enactment of tariffs on goods imported into the U.S., including but not limited to, goods imported from China), problems related to markets with different cultural norms or political systems, possible difficulties in enforcing agreements, longer payment cycles and shipping lead-times, difficulties obtaining export or import licenses, and imposition of withholding or other taxes.
Recently, the U.S government imposed new and additional tariffs on a significant number of countries and threatened to further increase the scope and amount of tariffs in the event of retaliatory countermeasures. The future of existing tariffs, and the possibility for new tariffs, including tariffs specifically targeting pharmaceuticals, under which many of our U.S. OTC self-care products may be classified, remains uncertain. Through the first half of fiscal year 2025, these new tariffs and trade policies have not had a significant impact on our results of operations. However, as currently in effect, the impact of these new tariffs is expected to materially increase the cost of goods for our products and materials sourced from other countries, particularly China. We expect that the tariffs, as currently in effect, will have a material impact on our U.S. business. As a result of these dynamic conditions and uncertainties, we have modified, and may further modify, our operations and strategic initiatives, including by adjusting our investment priorities, reallocating resources, or delaying specific initiatives, such as deferring capital expenditures on the Nutrition Network Optimization project and seeking further working capital improvements. If we are unable to mitigate these increased costs through supply chain adjustments, pricing strategies or other measures, these costs, as well as the costs incurred in implementing these measures, could have a material adverse impact on our results of operations and cash flows from operations.
We cannot predict the extent to which other countries will impose duties, tariffs, taxes or other similar restrictions upon the import or export of goods and materials in the future, nor can we predict future U.S. trade policy or the terms of any renegotiated trade agreements and their impact on our business. Similarly, we cannot predict which of our products will be impacted by tariffs or eligible for exceptions under existing or future trade agreements. In addition, in response to tariffs announced by the United States, other countries have implemented, and may implement additional, retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technology exchanges, and other economic activities between major international economies. In addition, elevated tariffs or trade restrictions, or the expectation of such changes, could increase inflation or unemployment and reduce consumers' disposable income and spending. The occurrence of any of the foregoing could result in a material adverse effect on global economic conditions and the stability of global financial markets, which could in turn have a material adverse impact on our business and financial condition.
55
Perrigo Company plc - Item 1A
Risk Factors
Additionally, we are subject to periodic reviews and audits by governmental authorities responsible for administering import and export regulations. To the extent that we are unable to successfully defend against an audit or review, we may be required to pay assessments, penalties, and increased duties.
Certain of our facilities operate in a special purpose sub-zone established by the U.S. Department of Commerce Foreign Trade Zone Board, which allows us certain tax advantages on products and raw materials shipped through these facilities. Recent tariffs imposed by the U.S. government, as currently in effect, eliminated our ability to utilize the Foreign Trade Zone for certain of our products. If the Foreign Trade Zone Board were to revoke the sub-zone designation or further limit our use, we could be subject to additional increased duties.
Although we believe that we conduct our business in compliance with applicable anti-corruption, anti-bribery and economic sanctions laws, if we are found not to be in compliance with such laws or other anti-corruption laws, we could be subject to governmental investigations, legal or regulatory proceedings, substantial fines, and/or other legal or equitable penalties. This risk increases in locations outside of the U.S., particularly in locations that have not previously had to comply with the FCPA, U.K. Bribery Act 2010, Irish Criminal Justice (Corruption Offenses) Act 2018, and similar laws.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended June 28, 2025, no director or executive officer adopted terminated
ITEM 6. EXHIBITS
Exhibit Number | Description | ||||||||||
| 2.1 | |||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
10.1* | |||||||||||
10.2* | |||||||||||
10.3* | |||||||||||
10.4* | |||||||||||
| 22 | List of Guarantor Subsidiaries (filed herewith). | ||||||||||
| 31.1 | |||||||||||
| 31.2 | |||||||||||
| 32 | |||||||||||
| 101. INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | ||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||
56
Perrigo Company plc - Item 6
Exhibits
Exhibit Number | Description | ||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
| 104 | Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101). | ||||||||||
*Denotes management contract or compensatory plan or arrangement.
57
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PERRIGO COMPANY PLC | |||||||||||
| (Registrant) | |||||||||||
| Date: | August 6, 2025 | /s/ Patrick Lockwood-Taylor | |||||||||
| Patrick Lockwood-Taylor | |||||||||||
| Chief Executive Officer and President | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | August 6, 2025 | /s/ Eduardo Bezerra | |||||||||
| Eduardo Bezerra | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Accounting and Financial Officer) | |||||||||||
58
Private & Confidential June 25, 2025 Roberto Khoury Amendment No. 1 to 30 April 2024 Employment Agreement. Dear Roberto, This amendment confirms the change to your role with Perrigo Pharma International D.A.C. (Perrigo) effective 1 July 2025. We are amending and replacing Paragraphs 1 and 4 in their entirety, including a new paragraph 1 (a), and amending the Annual Performance Bonus and Long-Term Incentive paragraphs of Schedule 1 as highlighted below in red of your Original Employment Agreement dated 30 April 2024. Paragraph 1. You will transition from Executive Vice President & President CSCI and will be employed primarily as Executive Vice President & Chief Commercial Officer reporting to Perrigo’s CEO. You will perform the duties appropriate to this position as instructed by Perrigo as well as any such additional or alternative duties as Perrigo shall reasonably assign to you from time to time. See the Job Description and JTBD. Paragraph 1 (a). Your employment in your new role will be on a probationary basis for six (6) months. If you remain in place until the end of the probationary period and the Company elects not to extend your employment beyond the probationary period by notice to you of not less than thirty (30) days, you will be entitled to severance pay, LTI and benefits in accordance with the terms of the Perrigo Employee Severance Programme Ireland. To receive the severance, you must sign a voluntary settlement agreement/compromise agreement and you agree to make yourself available to consult at reasonable times upon reasonable notice for transition of your duties. Perigo reserves the right to make a payment to you in lieu of notice. Perigo’s Disciplinary Procedure will not apply during the probationary period. Paragraph 4. Your salary in this new role will be €609,780.60, a 10% increase over your current salary. You are eligible to receive this increase in two parts. Your Salary Effective 1 July 2025 will be increased by 5%, to €582,063 gross per annum. Upon successful completion of the six (six) month probation period, your salary will be increased by the additional 5% and will be €609,780.60 gross per annum. Your salary will continue to be subject to deductions of tax, PRSI and any other deductions required by law or provided for under this agreement. Your salary is payable monthly in arrears by way of bank transfer into your nominated bank account. This method of payment may be changed at Perrigo’s discretion. A list of additional compensation and benefits are provided at Schedule 1, which can be found at the end of this document. Schedule 1. Annual Performance Bonus: Perrigo Pharma International D.A.C. embraces a pay-for-performance philosophy, as reflected in our Total Compensation program. You are eligible to participate in the PERRIGO PHARMA INTERNATIONAL DAC The Sharp Building 10‐12 Hogan Place Dublin 2 T (+353 1) 709 4000 F (+353 1) 709 4082
discretionary Annual Incentive Plan (AIP) plan. For 2025, your discretionary Annual Incentive Plan (AIP) plan target is 85%. The bonus plan is operated at the sole discretion of Perrigo, may be varied by Perrigo from time to time or withdrawn and is subject to review on a regular basis. Long-Term Incentive You are annually eligible to receive equity through Perrigo’s discretionary Long-Term Incentive (LTI) Plan. Perrigo grants equity using a combination of Performance-based Restricted Stock Units (PSUs) and Service-based Restricted Stock Units (RSUs). Your annual target award for 2025 is $1,800,000. As a result, you will receive a one-time promotional LTI grant equal to $200,000 on the fifth trading day of July. This will be administered through the standard 2025 Board approved grant mix of Time-based RSUs, and Performance based RSUs based on both rTSR and Free Cash Flow as a percentage of Net Sales. This grant will follow the regular vesting periods and severance treatment consistent with the terms of the LTI Plan and the grant agreement. Annual LTI awards are discretionary and subject to approval by the board’s Talent & Compensation Committee. LTI awards are generally made following the start of the calendar/fiscal year in March. RSU’s vest at a three year ratable (1/3 per year) and PSUs vest on a three year cliff. The LTI plan is operated at the sole discretion of Perrigo, may be varied by Perrigo from time to time or withdrawn and is subject to review on a regular basis. All of the remaining terms and conditions of the 30 April 2024 Employment Agreement and Schedule 1 are unchanged. I accept and agree to be bound by the terms and conditions outlined in this Amendment No. 1 to my 30 April 2024 Employment Agreement. SIGNED Robert Willis Perrigo Pharma International D.A.C Dated: ________________ SIGNED: ________________ Roberto Khoury Dated: ________________
Initials _____ June 25 2025 PERSONAL AND CONFIDENTIAL Catherine Schmelter RE: Employment Separation and Severance Perrigo Company Confidential Waiver and Release Agreement for U.S. Employees 1 Dear Triona: As a result of the elimination of your position, your employment with Perrigo Company will end October 31, 2025 (Executive’s Severance Date); you will have no continued employment opportunity with Perrigo. This U.S. Waiver and Release Agreement 1 (“the Agreement”) is entered into by and between Perrigo Company plc (“Perrigo” or “the Company”), and Catherine Schmelter (“you” or “Employee” or “Executive”). You will step down from your EVP and President of CSCA position on June 30, 2025 and move into an advisory role, assisting with the smooth transition of duties to others and helping with any special projects assigned by the CEO; your compensation and benefits, including but not limited to your base salary at the rate of $765,000 per annum, will remain unchanged through the Executive’s Severance Date. It is expected that you will continue to perform your job responsibilities in a satisfactory manner, using your best efforts to perform those responsibilities through your Severance Date. You must assist with any knowledge transfer needed, including training of others within the organization. Additionally, you must conduct yourself in accordance with the standards set forth by Perrigo’s policies and procedures, including policies set forth in Perrigo’s employee handbook. The determination of whether you are meeting the expected job requirements (including satisfactory performance of job responsibilities and conduct) shall be at the sole and absolute discretion of Perrigo. Perrigo will extend to Executive the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019 (the “Policy”). To be eligible to receive any benefits under the Policy, except as set forth below (i) Executive shall have executed and delivered this Agreement 1 to Company within the time period described in Section 24(d) below, (ii) Executive shall not have timely revoked this Agreement 1 in the manner described in Section 24(e) below, (iii) Executive shall have executed and delivered the agreement described in Section 25 below as “Agreement 2” to Company within the time period described in Section 25(a), and (b) Executive shall not have timely revoked Agreement 2 in the manner described in Section 25(c) below, in which event the severance pay described in Section 1 below will be paid as described in Section 1 below within 45 days following the end of the seven (7) day revocation period described in Section 25(c) below. Benefits available to Executive in exchange for Executive’s execution of both (A) this Agreement 1, and (B) the Supplemental Waiver and Release Agreement described in Section 25 below as “Agreement 2” which has been presented to Executive along with this Agreement 1, are summarized as follows: To be eligible to receive any benefits under the Policy, Executive must enter this Agreement 1 within 45 days of Executive’s Severance Date and not timely revoke it. Benefits available to Executive in exchange for this Agreement for Band EVP are summarized as follows: 1. Fifty-two (52) weeks of Executive’s ending base salary as of Executive’s Severance Date totaling the gross amount of $765,000. Severance will be paid in equal installments of $31,875.00, less applicable withholdings, at regularly scheduled payroll intervals, beginning with the first regularly scheduled payroll period following the expiration of the revocation period, and ending December 31, 2025. For the avoidance of any doubt, the remaining amount of the $637,500.00 after the equal installments paid through December 31, 2025, less applicable Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13
Personal & Confidential Catherine Schmelter June 25, 2025 Page 2 Initials _____ withholdings, will be paid in a lump sum on January 15, 2026, following the expiration of the revocation period. The Company will withhold all required federal, state, and local taxes and FICA from this amount. 2. An incentive payment pro-rated based on the portion of the year that Executive was employed through the Severance Date and based on the actual incentive payout and Executive’s performance of her strategic objectives for 2025 to be paid at the regularly scheduled annual incentive payment date of February/March of the calendar year following Executive’s Severance Date. The Company will withhold all required federal, state, and local taxes and FICA from this amount. 3. If Executive is enrolled in the Perrigo Company Employee Welfare Benefits Plan at the Severance Date, Executive and/or covered family members are eligible for Company-paid group health continuation coverage under COBRA for the number of weeks for which severance is payable (notwithstanding that severance will be paid in a lump sum); provided, however, that the Company’s obligation to pay for COBRA continuation coverage shall cease at such time that the Executive becomes eligible to receive health care benefits under another employer-provided plan. Please refer to the Policy for further detail. Executive understands that Executive can exercise Executive’s rights to elect COBRA coverage without signing this Agreement; however, the Company will not pay for any such coverage if the Agreement is not signed and not timely revoked. See the attached Benefits At- A-Glance for contact information to begin this process. 4. Career transition assistance of up to $15,000 if begun within 60 days following your Severance Date. See the attached Benefits At-A-Glance for contact information to begin this process. 5. Your unvested equity awards outstanding under the Company’s Long-Term Incentive Plan will continue to vest for twenty-four (24) months from Executive’s Severance Date consistent with Section 12 of the Plan and an involuntary termination for economic reasons. Performance-based restricted stock units will vest based on actual performance at the end of their original performance periods if vesting within the twenty-four (24) months from Executive’s Severance Date consistent with Section 12 of the Plan and an involuntary termination for economic reasons. 6. The Company agrees to make a contribution to the Executive costs incurred in taking legal advice on the terms of this Agreement in the gross amount of $5,000.00. 7. General Release. In full consideration of Employee meeting the Conditions of Eligibility of the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019 (“the Policy”) and for the Severance Pay and Severance Benefits to be provided to Executive under the Policy, Employee voluntarily and knowingly releases and discharges the Company, its parents, subsidiaries and Affiliates, and their respective officers, directors, shareholders, employees, subsidiaries, divisions, parent companies, employee benefit plans and fiduciaries, both past and present (the “Released Parties”), from any and all claims, debts, suits or causes of action, known or unknown, based upon any fact, circumstance, or event occurring or existing at or prior to the Eligible Employee’s execution of the Waiver and Release Agreement, including, but not limited to, any claims or actions arising out of or during the Eligible Employee’s employment with the Company and/or separation of employment, including any claim under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301 et seq., as amended, the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Civil Rights Act and any and all other federal, state or local laws, and any contract, tort, or common law claims now or hereafter recognized, including, without limitation, any claim of breach of contract, promissory estoppel, detrimental reliance, wrongful discharge, false imprisonment, assault, battery, intentional infliction of emotional distress, defamation, slander, libel, fraud, invasion of privacy, breach of the covenant of good faith and Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13
Personal & Confidential Catherine Schmelter June 25, 2025 Page 3 Initials _____ fair dealing, breach of fiduciary duty, conversion, and tortious interference with any type of third-party relationship, as well as any and all damages that may arise out of any such claims, including, without limitation, claims for economic loss, lost profits, loss of capital, lost wages, lost earning capacity, emotional distress, mental anguish, personal injuries, punitive damages, or any future damages, and claims of retaliation of any nature, including, but not limited to, the anti-retaliatory provisions of the statutes identified in this Paragraph 5. “Affiliate” means any member of the group of corporations, trades or businesses or other organizations compromising the “controlled group” with the Company. 8. Exclusions from General Release. Excluded from the General Release above are any claims or rights which cannot be waived by law, including Executive’s right, if any, to workers’ compensation benefits (although Executive represents that Executive has reported all work-related injuries or illnesses, if any, that Executive suffered or sustained during employment with the Company), unemployment insurance benefits, or vested rights under any retirement plan. Executive understands that also excluded from the General Release is the right to file an administrative charge of discrimination (or similar charge) or to participate in any other type of state or federal investigation. However, by signing this Agreement Executive agrees that Executive is waiving any right to monetary or injunctive relief, recovery or reinstatement in connection with any such charge or investigation. 9. Confidential Information, Intellectual Property, and Company Property. Executive agrees to continue to abide by the terms and conditions of the Confidentiality Agreement entered into by Executive with the Company that is incorporated in its entirety into this Agreement by reference as well as the Confidential Information covenants in Article X of the Policy. 10. Return of Corporate Property and Records. Executive agrees to return to the Company, before commencement of payment of the severance, all of the Company’s property in Executive’s possession or control including Company credit cards and checks, Company provided computer and cell phone equipment, flash drives, keys, Company car, and all books, records, files, notes, pricing information, customer lists and other data and information pertaining to the business of the Company in any format, delivered to or obtained by Executive or otherwise developed by Executive in connection with the performance of duties as an employee of the Company and Executive further agrees to retain no copies of any such materials in Executive’s possession or control. 11. Ownership of Claims. Executive represents that Executive has not transferred or assigned, or purported to transfer or assign, to any person or entity, any claim described in this Agreement. Executive further agrees to indemnify and hold harmless the Company against any and all claims based upon, arising out of, or in any way connected with any such actual or purported transfer or assignment. 12. Executive Acknowledgements. Executive further agrees that Executive is not aware of any job injury or illness for which Executive has not already filed a claim. Executive represents that Executive has not filed any action, claim, charge, or complaint against the Company with any local, state, or federal agency or court. 13. Complete Defense. Executive understands and agrees that this Agreement 1 may be pled as a complete defense to and provides the basis for summary dismissal of any claim or entitlement released and waived by this Agreement which may be asserted in any suit or claim by the Executive against the Company, or those persons or entities released in this Agreement. 14. Resignation of Officer Positions. Effective as of June 30, 2025, the Executive hereby resigns from her position on the Executive Leadership Committee of the Company. Effective on June 30, 2025, the Executive hereby resigns from any other position she holds with any of the Company's affiliates. While the Parties agree that such resignations are intended to be self-effectuating, the Executive further agrees to execute any documentation the Company determines necessary or appropriate to facilitate such resignation. Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13
Personal & Confidential Catherine Schmelter June 25, 2025 Page 4 Initials _____ 15. Cooperation. Executive agrees to be truthful in any and all investigations or statements regarding the Company and to provide reasonable assistance to the Company and its advisors, at times reasonably agreeable to Executive, with any audit, investigation or any regulatory or judicial proceeding, litigation or administrative proceedings relating to events occurring during Executive’s employment with the Company, as to which she has knowledge, including, but not limited to, any matters upon which Executive was working at the time of Executive’s separation. Executive shall also be available, at times reasonably agreeable to Executive, to the Company for any meetings or conferences the Company deems necessary in preparation for the defense or prosecution of any such proceedings, including, but not limited to, interviews and factual investigations, affidavits, and appearing at the reasonable request of the Company to give testimony without the required services of a subpoena or any other legal process. The Company shall reimburse Executive for reasonable out-of-pocket costs and expenses (including travel, lodging and meals) incurred by Executive while Executive’s services are being utilized by the Company pursuant to this Section, subject to reasonable documentation and compliance with the standard expense reimbursement policy of the Company. 16. Indemnification. The Company and its Affiliates shall indemnify Executive and hold Executive harmless to the fullest extent permitted by the laws the State of Michigan, against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses, and damages resulting from Executive’s good faith performance of Executive’s duties and obligations with the Company and its Affiliates. The Company and its Affiliates shall cover Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after employment or non-employment service as a director or officer, as applicable, in the same amount and to the same extent as the Company and its Affiliates cover their other officers and directors. These obligations shall survive the termination of Executive’s employment with the Company and its Affiliates. If any investigation occurs or proceeding is brought or threatened against Executive in respect of which indemnity may be sought against the Company or its Affiliates pursuant to the foregoing, Executive shall notify the Company promptly in writing of the institution of such investigation or proceeding and the Company or its Affiliates shall assume the defense thereof and the employment of counsel and payment of all fees and expenses; provided, however, that if Executive or the Company deems a conflict of interest exists between the Company or its applicable Affiliate and Executive such that it is not legally practicable for the Company or its applicable Affiliate to assume Executive’s defense, Executive shall be entitled to retain separate counsel reasonably acceptable to the Company or its applicable Affiliate and the Company or its applicable Affiliate shall assume the obligation for, and shall make direct payment of all reasonable fees and expenses to, such counsel. Nothing herein shall be interpreted to reduce, diminish, or waive Executive’s indemnification in place on the date before her separation; this provision shall be read solely to continue those existing rights. 17. Non-disparagement. Executive shall not, directly or indirectly or through an agent, in any manner, publicly or privately (including through social media), disparage or impugn the reputation or character of the Company, including its management, products, services, and/or the Executive’s treatment by the Company. Executive will be responsible for any breach of this section caused by Executive, Executive’s attorneys, family members, representatives and agents. This covenant shall not be construed to interfere with Executive’s enforcement of this Agreement, pursuit of legal rights or claims not covered by the General Release in this Agreement, or ability to testify truthfully under oath pursuant to a subpoena, other legal process, or government investigation. The Company also agrees that the Executive Leadership Team of the Company and the Board of Directors of Perrigo Company PLC shall not, directly or indirectly or through an agent, in any manner, publicly or privately (including through social media), disparage or impugn the reputation or character of the Employee in any way so long as they are employed by the Company, and that the Company will be responsible for any breach of this section by any member of the ELT or the Board of Directors. Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13
Personal & Confidential Catherine Schmelter June 25, 2025 Page 5 Initials _____ 18. Section 409A. (a) General. To the extent required by applicable law, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department of Treasury regulations and other interpretive guidance issued thereunder, each as in effect from time to time (collectively, “Section 409A”). It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to Section 409A. To the maximum extent permitted by applicable law, the amounts payable to Executive under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under Section 409A to the extent necessary in order to avoid the imposition of penalty taxes on the Executive pursuant to Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that the Executive executes the Release) shall be paid in the later taxable year. (b) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if (i) the Executive is considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company and its affiliates as in effect on Executive’s Severance Date) and (ii) the deferral of the commencement of any payments or benefits otherwise payable hereunder or pursuant to any other agreement with the Company as a result of such termination of employment is necessary in order to prevent any prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to the Executive under this Agreement during the six-month period immediately following the Executive's separation from service (as determined in accordance with Section 409A) on account of the Executive's separation from service shall be accumulated and paid to the Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of the Executive's death. For purposes of clarity, the six (6) month delay shall not apply in the case of severance pay contemplated by Treasury Regulation Section 1.409A(b)(9)(iii) to the extent set forth in this provision. (d) All payments to Executive under this Agreement are intended to be exempt from the requirements of Section 409A, and shall be interpreted and administered in a manner consistent with those intentions. Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13
Personal & Confidential Catherine Schmelter June 25, 2025 Page 6 Initials _____ 19. User IDs and Passwords. Immediately upon Company’s request, Executive agrees to provide all User IDs and Passwords used by Executive, and of any other party of which Executive is aware, to access Company ESI on Company computers, electronic devices, and software. 20. Re-employment. Executive agrees that Executive will disclose the existence of this Agreement in writing to the Company or its parent, subsidiaries and affiliates, should Executive ever seek employment with the Company or its parent, any subsidiary or affiliate in the future. Executive also agrees that this Agreement constitutes a legitimate, nondiscriminatory reason to decline to hire Executive, or to terminate Executive’s employment should Executive fail to disclose this Agreement as required above; provided, however, that this paragraph shall not apply in the event that the Company acquires, merges with or becomes affiliated with an entity at which Executive is then employed or to which Executive is providing services. 21. Miscellaneous. (a) In the event of Executive’s death, this Agreement 1 is personal to and non-assignable by Executive but is binding upon Executive’s heirs and estate and the Executive’s estate shall be entitled to the continued payment of any severance benefits remaining under Article V of the Policy; (b) This Agreement 1 is assignable by and is binding upon the Company’s successors and assigns but such assignment shall not relieve the Company of its obligations hereunder; (c) This Agreement 1 and Agreement 2 are the entire agreement between the parties regarding Executive’s separation of employment with the Company and supersedes all prior agreements and understandings between the parties with respect to the subject matter of this Agreement, except as specifically noted in Agreement 1 and Agreement 2; (d) No modification of this Agreement 1 shall be valid unless it is in writing and signed by both parties; (e) This Agreement 1 in no way shall be construed as an admission by the Company that it acted wrongfully toward Executive or that Executive has any rights against the Company for any wrongful action; (f) By executing this Agreement 1, Executive acknowledges that Executive’s employment has been at- will and that no one has made Executive promises relating to the length of Executive’s employment with the Company and that no one has promised Executive any future employment with the Company or any of its affiliates; (g) If any part of this Agreement 1 is found to be unenforceable, the other provisions shall remain fully valid and enforceable. 22. Default. If Executive fails to comply with the terms of this Agreement and those incorporated by reference, the Company shall have the right to withhold payment of any Severance Pay and Severance Benefits owing to or that may become owing to Executive under the Policy, provided that Executive receives at least $25,000, which is attributable to Executive’s waiver of any ADEA claims. In the event of default by Executive in complying with the terms of this Agreement and those incorporated by reference, the Company will provide written notice to Executive which describes in reasonable detail the alleged default. Executive will have seven (7) calendar days to cure such default. If the Executive fails to cure the default, the Company shall have the right to pursue (i) such legal remedies as may be available to it to recover from Executive any damages suffered by the Company as a result of such default, and/or (ii) an appropriate action in equity, including an action for injunctive relief, as may be appropriate under the circumstances to protect itself against such default. If Executive prevails in a final order by a court that she did not breach the Agreement, then the Company will be responsible for Executive’s reasonable attorney fees incurred Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13
Personal & Confidential Catherine Schmelter June 25, 2025 Page 7 Initials _____ in connection with such enforcement action. Regardless of any default rights exercised by the Company under this Section of this Agreement, the Agreement itself shall continue to be in full force and effect and be fully binding on Executive. Executive acknowledges that the existence of any claim or cause of action against the Company by Executive, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictions and provisions contained in this Agreement. 23. Governing Law. This Agreement shall in all respects be interpreted, enforced and governed under applicable federal law and in the event reference shall be made to state law, the internal laws of the State of Michigan shall apply, without regard to choice of law principles. 24. Acknowledgements. In signing this Agreement 1, Executive acknowledges that: (a) The Company has not provided Executive with any tax advice, and Executive is solely responsible for the tax consequences of compensation provided under this Agreement 1 or under any Company benefit plan; (b) Executive has signed this Agreement 1 voluntarily and knowingly in exchange for the consideration described in this Agreement and the Policy, which Executive acknowledges as adequate and satisfactory and beyond that to which Executive is otherwise entitled; (c) Executive is advised by the Company to consult with an attorney before signing this Agreement 1; (d) Executive has at least forty-five (45) days in which to consider the Agreement 1 and that Executive has signed on the date indicated below after concluding that this Agreement is satisfactory; (e) Executive is advised by the Company that this Agreement 1 shall not become effective or enforceable until seven (7) days after Executive’s execution of this Agreement, provided that the Agreement 1 is not timely revoked in accordance with this paragraph. Executive also understands that Executive may revoke this Agreement 1 during the seven (7) day period. To be effective, Executive’s revocation must be in writing and delivered to Kimberly Shriver, Vice President, Global Total Rewards, Attn: Tami Kern, Human Resources Department, 515 Eastern Ave., Allegan, Michigan 49010 within the seven (7) day revocation period. Executive understands that seven (7) days after Executive’s execution of this Agreement 1, this Agreement 1 will become effective and enforceable without any further affirmative action by either Executive or the Company; (f) that neither the Company nor any of its agents, representatives, Executives, or attorneys, have made any representations to Executive concerning the terms or effects of this Agreement 1 other than those contained in this Agreement; and (g) Executive has received a copy of the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 13, 2019. 25. Execution and Delivery of Agreement 2. Executive acknowledges that: (a) Executive will execute and deliver to the Company the Supplemental Waiver and Release Agreement which has been presented to Executive along with this Agreement 1 (“Agreement 2”) no earlier than November 1, 2025 and no later than December 15, 2025; (b) Executive agrees that this provides her at least forty-five (45) days after the Executive’s Severance Date in which to consider, and to execute and deliver to the Company, Agreement 2; Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13
Personal & Confidential Catherine Schmelter June 25, 2025 Page 8 Initials _____ (c) Executive is advised by the Company to consult with a lawyer before executing Agreement 2 and that Agreement 2 shall not become effective or enforceable until seven (7) days after Executive’s execution of Agreement 2, provided that Agreement 2 is not timely revoked in accordance with this paragraph. Executive also understands that Executive may revoke Agreement 2 during the seven (7) day period. To be effective, Executive’s revocation must be in writing and delivered to Kimberly Shriver, Vice President, Global Total Rewards, Attn: Tami Kern, Human Resources Department, 515 Eastern Ave., Allegan, Michigan 49010 within the seven (7) day revocation period. Executive understands that seven (7) days after Executive’s execution of Agreement 2, Agreement 2 will become effective and enforceable without any further affirmative action by either Employee or the Company. Please contact Anne Blake-Dreher, Vice President and Assistant General Counsel, 269-251-2444, if you have any questions. On behalf of Perrigo, I thank you for your service and wish you the best in your future endeavors. Sincerely, PERRIGO COMPANY, PLC By: Kimberly Shriver Kimberly Shriver Its: Vice President, Global Total Rewards I have read this Perrigo Company Confidential Waiver and Release Agreement I for U.S. Employees and I understand all of its terms. I enter into and sign this Perrigo Company Confidential Waiver and Release Agreement for U.S. Employees knowingly and voluntarily, with full knowledge of what it means. Date: Catherine Schmelter PLEASE RETURN TO: Tami Kern Human Resources Department Perrigo Company plc 515 Eastern Avenue Allegan, MI 49010 tamara.kern@perrigo.com Docusign Envelope ID: 6379096E-8F9D-47C6-B0DD-F6111590CB13 30-Jun-2025 | 11:20 BST
June 2, 2025 Ron Janish Dear Ron, You have been a valued member of the Perrigo leadership team for many years. We are pleased to offer you the opportunity to return to the United States to continue your employment with Perrigo as a U.S. employee after your Irish assignment is completed on or about 31 August 2025. Immediately upon your return to the U.S., and with no waiting period, you will be eligible to participate in our U.S. health and welfare benefits, to include Health/Rx, Dental, and Vision. As a U.S. based employee, upon termination of your employment with Perrigo, you will be offered continuation of your healthcare coverage through COBRA, as required by law. You will also qualify for Perrigo's Employee Assistance Program, Tuition Reimbursement, paid time off (PTO) of 15 days, and Paid Holidays. Please refer to the Perrigo Total Rewards Guide for a full description of all the benefits you are eligible to receive. Additionally, you will be eligible to participate in our retirement benefits that include 401(k) and profit sharing. This will include an annual company match of up to 3%, and an automatic company contribution of 3% of eligible earnings. We are pleased to offer you the following: Position Title: Supply Chain & Operations Advisor Annual Base Salary: $651,000 USD Assignment End Date: September 30, 2025. Date can be extended if mutually agreed upon by you and Perrigo. Manager: Patrick Lockwood-Taylor If you accept this offer, you agree that you will make yourself available to assist Perrigo in the transition of your duties. Your obligation in this regard will generally be remote but may include travel to a Perrigo office/location. You acknowledge and agree that due to the fixed-term nature of this position, you will not qualify for any severance pay and benefits provided under the Perrigo Company PLC U.S. Employee Severance Policy as Amended and Restated Effective February 13, 2019 Docusign Envelope ID: A9CC71F6-2E36-4B0D-89DC-109955D8F36A
(the “Policy”) and that you are not an “eligible employee” per the terms of the Policy, Section 2.9. You understand and agree that you have already been provided with severance pay and benefits per the terms of the Perrigo Employee Severance Programme, Ireland, the Compromise Waiver Agreement you executed in association with the conclusion of your Irish assignment, and your 3 March 2023 Employment Agreement. You further acknowledge and agree that due to the fixed-term nature of this position and the fact that you have received compensation for 2025 AIP per the terms of the Perrigo Employee Severance Programme, Ireland, you will not be eligible for a pro-rated AIP bonus for 2025. Finally, you acknowledge that you will only be entitled to the benefits and employment term offered in this letter if you agree to sign a full and final release of all claims against Perrigo, in the form attached to this agreement, following your last day of U.S. based employment. Sincerely, Perrigo Company Robert Willis, EVP & CHRO ACKNOWLEDGEMENT Date Ronald Janish-1] Docusign Envelope ID: A9CC71F6-2E36-4B0D-89DC-109955D8F36A 02-Jun-2025 | 8:03 BST 02-Jun-2025 | 12:06 PDT
Exhibit 22
Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant
As of June 28, 2025, the obligors under (i) the 5.300% Notes due 2043 issued by the Company (the “Company Notes”) consisted of the subsidiaries listed in the following table and (ii) the 4.900% Notes due 2030, the 5.375% Euro Notes due 2032, the 6.125% USD Notes due 2032, and the 4.900% Notes due 2044 issued by Perrigo Finance Unlimited Company (collectively, the “Perrigo Finance Notes”) consisted of the Company, as a guarantor, and its subsidiaries listed in the following table.
| Name of Entity | Obligor Type (Company Notes) | Obligor Type (Perrigo Finance Notes) | ||||||
| Athena Neurosciences, LLC | Guarantor | Guarantor | ||||||
| Chefaro Ireland Designated Activity Company | Guarantor | Guarantor | ||||||
| Elan Pharmaceuticals, LLC | Guarantor | Guarantor | ||||||
| Galpharm Healthcare Limited | Guarantor | Guarantor | ||||||
| Galpharm International Limited | Guarantor | Guarantor | ||||||
| Gr8ness, LLC | Guarantor | Guarantor | ||||||
| L. Perrigo Company | Guarantor | Guarantor | ||||||
| Medgenix Benelux NV | Guarantor | Guarantor | ||||||
| OCE-BIO BV | Guarantor | Guarantor | ||||||
| Omega Pharma Innovation & Development NV | Guarantor | Guarantor | ||||||
| Omega Pharma International NV | Guarantor | Guarantor | ||||||
| Omega Pharma Limited | Guarantor | Guarantor | ||||||
| Omega Pharma Trading NV | Guarantor | Guarantor | ||||||
Omega Teknika Designated Activity Company | Guarantor | Guarantor | ||||||
| PBM Canada Holdings, LLC | Guarantor | Guarantor | ||||||
| PBM Nutritionals, LLC | Guarantor | Guarantor | ||||||
| PBM Products, LLC | Guarantor | Guarantor | ||||||
| Perrigo Americas Holdings, Inc | Guarantor | Guarantor | ||||||
| Perrigo Belgium NV | Guarantor | Guarantor | ||||||
| Perrigo Capital NV | Guarantor | Guarantor | ||||||
| Perrigo Company | Guarantor | Guarantor | ||||||
| Perrigo Company Plc | Issuer | Guarantor | ||||||
| Perrigo Corporation Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo Diabetes Care, LLC | Guarantor | Guarantor | ||||||
| Perrigo Direct, Inc. | Guarantor | Guarantor | ||||||
| Perrigo Europe Invest NV | Guarantor | Guarantor | ||||||
| Perrigo Finance (US) LLC | Guarantor | Guarantor | ||||||
| Perrigo Finance Unlimited Company | Guarantor | Issuer | ||||||
| Perrigo Florida, Inc. | Guarantor | Guarantor | ||||||
| Perrigo Holding NV | Guarantor | Guarantor | ||||||
| Perrigo Holdings Unlimited Company | Guarantor | Guarantor | ||||||
| Perrigo International Finance Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo International Holdings II, LLC | Guarantor | Guarantor | ||||||
| Perrigo International Holdings, LLC | Guarantor | Guarantor | ||||||
| Perrigo International, LLC | Guarantor | Guarantor | ||||||
| Perrigo Investments, LLC | Guarantor | Guarantor | ||||||
| Perrigo Ireland 1 Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo Ireland 10 Unlimited Company | Guarantor | Guarantor | ||||||
| Perrigo Ireland 13 Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo Ireland 2 Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo Ireland 4 Unlimited Company | Guarantor | Guarantor | ||||||
| Perrigo Ireland 6 Limited Company | Guarantor | Guarantor | ||||||
Perrigo Ireland 9 Unlimited Company | Guarantor | Guarantor | ||||||
| Perrigo Management Company | Guarantor | Guarantor | ||||||
| Perrigo Mexico Investment Holdings, LLC | Guarantor | Guarantor | ||||||
| Perrigo New York, Inc. | Guarantor | Guarantor | ||||||
| Perrigo Pharma International Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo Pharma Limited | Guarantor | Guarantor | ||||||
| Perrigo Research & Development Company | Guarantor | Guarantor | ||||||
| Perrigo Sales Corporation | Guarantor | Guarantor | ||||||
Perrigo Science One Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo Supply Chain International Designated Activity Company | Guarantor | Guarantor | ||||||
| Perrigo UK Acquisition Limited | Guarantor | Guarantor | ||||||
| PMI Branded Pharmaceuticals, Inc. | Guarantor | Guarantor | ||||||
| Ranir Global Holdings, LLC | Guarantor | Guarantor | ||||||
| Ranir (Holdings) Limited | Guarantor | Guarantor | ||||||
| Ranir, LLC | Guarantor | Guarantor | ||||||
| Wrafton Laboratories Limited | Guarantor | Guarantor | ||||||
Exhibit 31.1
CERTIFICATION
I, Patrick Lockwood-Taylor, certify that:
1.I have reviewed this report on Form 10-Q of Perrigo Company plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2025
| /s/ Patrick Lockwood-Taylor | ||
| Patrick Lockwood-Taylor | ||
| Chief Executive Officer and President | ||
Exhibit 31.2
CERTIFICATION
I, Eduardo Bezerra, certify that:
1.I have reviewed this report on Form 10-Q of Perrigo Company plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2025
| /s/ Eduardo Bezerra | ||
| Eduardo Bezerra | ||
| Chief Financial Officer | ||
Exhibit 32
The following statement is being made to the Securities and Exchange Commission solely for the purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
| Re: | Perrigo Company plc | |||||||
Ladies and Gentlemen:
In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the undersigned hereby certifies that:
(i)this Quarterly Report on Form 10-Q for the period ended June 28, 2025 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(ii)the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of Perrigo Company plc.
| Date: | August 6, 2025 | /s/ Patrick Lockwood-Taylor | |||||||||
| Patrick Lockwood-Taylor | |||||||||||
| Chief Executive Officer and President | |||||||||||
| Date: | August 6, 2025 | /s/ Eduardo Bezerra | |||||||||
| Eduardo Bezerra | |||||||||||
| Chief Financial Officer | |||||||||||