PERRIGO Co plc 10-Q for FY2026 Q3
PERRIGO Co plc (PRGO)
10-Q
2026-11-04
For: 2026-09-26
View Original
Added on
November 04, 2026
About this 10-Q
PERRIGO Co plc filed this 10-Q on November 4, 2026, covering the quarter ended September 26, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 26, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $988.6M
- down 5.2% from $1.04B a year earlier
- Net loss
- $27.5M
- compared with net income of $7.5M a year earlier
- Diluted EPS
- -$0.20
- compared with $0.05 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 October 30, 2026, there were 138,801,872 ordinary shares outstanding.
PERRIGO COMPANY PLC
FORM 10-Q
INDEX
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| PART I. FINANCIAL INFORMATION | ||||||||
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| 18 | ||||||||
| 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 the proposed divestiture of our Infant Formula business, including the timing and benefits thereof and the anticipated use of proceeds, 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: 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 ongoing conflict and social, political and economic environment in Israel and the broader 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 risk that potential costs or liabilities incurred or retained in connection with this transaction may exceed our estimates or adversely affect our business or operations; the satisfaction of certain deferred payment milestones associated with the Dermacosmetics Business divestment; the risk that potential costs or liabilities incurred or retained in connection with the sale of our Rx and other divested businesses may exceed our estimates or adversely affect our business or operations; the ability to consummate the proposed sale of our Infant Formula business on the anticipated terms and timeline, or at all, including the satisfaction or waiver of closing conditions and receipt of required third-party approvals; risks and uncertainties relating to the proposed sale, including potential disruption to our business, relationships with customers, suppliers, employees and other business partners, and risks associated with the separation of the Infant Formula business and related transition arrangements; our ability to realize the anticipated benefits of the proposed sale; the consummation and success of other announced and unannounced acquisitions or dispositions, the satisfaction of deferred payment milestones associated with prior dispositions, and our ability to realize the desired benefits of such transactions; 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 and strategic review processes 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, 2025, 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
3
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.
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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 | Nine Months Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling | |||||||||||||||||||||||
| Administration | |||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||
| Other operating expense, net | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other (income) expense, net | ( | ||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| (Loss) income from continuing operations before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | |||||||||||||||||||||
| (Loss) income from continuing operations | ( | ( | |||||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
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.
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Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| 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.
6
Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(unaudited)
| September 26, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets held for sale | |||||||||||
| 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 derivative liabilities | |||||||||||
| Accrued income taxes | |||||||||||
| Current indebtedness | |||||||||||
| Current liabilities held for sale | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Non-current derivative liabilities | |||||||||||
| 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.
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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, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
Net 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 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 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Other comprehensive income | — | — | ( | — | ( | ||||||||||||||||||||||||
| Restricted stock plan | — | — | — | — | |||||||||||||||||||||||||
| Compensation for restricted stock | — | — | — | ||||||||||||||||||||||||||
Cash dividends, $ | — | ( | — | — | ( | ||||||||||||||||||||||||
| Shares withheld for payment of employees' withholding tax liability | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
8
Perrigo Company plc - Item 1
| Ordinary Shares Issued | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Total | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Net 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 28, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Other comprehensive income | — | — | ( | — | ( | ||||||||||||||||||||||||
| Restricted stock plan | — | — | — | — | |||||||||||||||||||||||||
| Compensation for restricted stock | — | — | — | ||||||||||||||||||||||||||
Cash dividends, $ | — | ( | — | — | ( | ||||||||||||||||||||||||
| Shares withheld for payment of employees' withholding tax liability | ( | ( | — | — | ( | ||||||||||||||||||||||||
| Balance at June 27, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income | — | — | ( | — | ( | ||||||||||||||||||||||||
| Restricted stock plan | — | — | — | — | |||||||||||||||||||||||||
| Compensation for restricted stock | — | — | — | ||||||||||||||||||||||||||
Cash dividends, $ | — | ( | — | — | ( | ||||||||||||||||||||||||
| Shares withheld for payment of employees' withholding tax liability | ( | — | — | ( | |||||||||||||||||||||||||
| Balance at September 26, 2026 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
9
Perrigo Company plc - Item 1
PERRIGO COMPANY PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Nine Months Ended | |||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||
| Cash Flows From (For) Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to derive cash flows: | |||||||||||
| Depreciation and amortization | |||||||||||
| Restructuring charges | |||||||||||
| Share-based compensation | |||||||||||
| Impairment charges | |||||||||||
| Amortization of debt discount | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| (Gain) loss on sale of business | ( | ||||||||||
| Amortization on hedging instruments | ( | ( | |||||||||
| Other non-cash adjustments, net | ( | ||||||||||
| Subtotal | |||||||||||
| Increase (decrease) in cash due to: | |||||||||||
| Inventories | ( | ||||||||||
| Accrued income taxes | ( | ( | |||||||||
| Payroll and related taxes | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued customer programs | ( | ( | |||||||||
| Other accrued liabilities | |||||||||||
| Accounts receivable | ( | ||||||||||
| Other long-term liabilities | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Subtotal | ( | ( | |||||||||
| Net cash from operating activities | |||||||||||
| Cash Flows From (For) Investing Activities | |||||||||||
| Net proceeds from sale of businesses | |||||||||||
| Asset acquisitions, net | ( | ||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||
| Other investing, net | |||||||||||
| Net cash from (for) investing activities | ( | ||||||||||
| Cash Flows From (For) Financing Activities | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Cash dividends | ( | ( | |||||||||
| Borrowings of revolving credit agreements and other financing, net | |||||||||||
Payments for debt issuance costs | ( | ||||||||||
| Shares used to settle taxes | ( | ( | |||||||||
| 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 held for sale, beginning of period | |||||||||||
| Less cash and cash equivalents held for sale, end of period | ( | ||||||||||
| Cash and cash equivalents of continuing operations, end of period | $ | $ | |||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
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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 segments reflect the way in which our chief operating decision maker (“CODM”), who is our Interim Chief Executive Officer (“CEO”), makes operating decisions, allocates resources and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Note 2 and Note 17.
In the first quarter of 2026, we completed the implementation of a new operating model intended to further enhance the execution of our strategy and prior period segment disclosures have been revised to reflect the new segments.
We now report results in the following three reporting segments:
•Self Care is comprised of our Upper Respiratory, Digestive Health, Pain & Sleep and Healthy Lifestyle product categories globally.
•Specialty Care is comprised of our Women's Health and Skin Health product categories globally.
•Infant Formula is comprised of the Infant Formula product category, which includes nutrition products designed to meet the dietary needs of infants.
Our Oral Care product category and Other product category, which includes our Dermacosmetics Business through its April 30, 2026 divestment (refer to Note 3), are together disclosed as “All Other.”
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).
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Perrigo Company plc - Item 1
Note 1
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.
Allowance for Credit Losses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| 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 | Nine Months Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Self Care | |||||||||||||||||||||||
| Upper Respiratory | $ | $ | $ | $ | |||||||||||||||||||
| Digestive Health | |||||||||||||||||||||||
| Healthy Lifestyle | |||||||||||||||||||||||
| Pain & Sleep | |||||||||||||||||||||||
Total Self Care | $ | $ | $ | $ | |||||||||||||||||||
Specialty Care | |||||||||||||||||||||||
| Skin Health | $ | $ | $ | $ | |||||||||||||||||||
| Women's Health | |||||||||||||||||||||||
Total Specialty Care | $ | $ | $ | $ | |||||||||||||||||||
| Infant Formula | $ | $ | $ | $ | |||||||||||||||||||
All Other(1) | $ | $ | $ | $ | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
(1) Consists primarily of Oral Care, Dermacosmetics Business prior to sale (refer to Note 3 for details) and other miscellaneous or otherwise uncategorized product lines, none of which is greater than 10% of the segment net sales.
12
Perrigo Company plc - Item 1
Note 2
The following table provides information about contract assets from contracts with customers (in millions):
| Balance Sheet Location | September 26, 2026 | December 31, 2025 | |||||||||||||||
| Short-term contract assets | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
We generated net sales in the following geographic locations(1) (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| 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 $12.7 million and $24.6 million for the three and nine months ended September 26, 2026, respectively, and $8.6 million and $29.4 million for the three and nine months ended September 27, 2025, respectively. Refer to Note 3 for details regarding the divestment of the Dermacosmetics Business impacting net sales in Europe.
(3) Includes net sales generated primarily in Australia and Canada.
NOTE 3 - DIVESTITURES
Divestitures During the Nine Months Ended September 26, 2026
Dermacosmetics Business
On April 30, 2026, the sale of the Dermacosmetics Business was completed for total consideration of $362.9 million, net of cash delivered. The transaction consideration consists of €305.6 million, or $358.5 million, in upfront cash, $6.2 million of proceeds received for inventory on hand, less $1.8 million of cash delivered. The transaction also stipulates up to an additional €27.0 million contingent on the achievement of net sales milestones, of which €18.0 million is remaining through 2027. The sale resulted in a pre-tax gain of $129.5 million recorded in Other (income) expense, net on the Consolidated Statements of Operations. Brands sold in the transaction include ACO, Biodermal, and Iwostin.
The assets associated with this business were not included in any of our reporting segments and therefore were reported in All Other. The estimated fair value less costs to sell of the Dermacosmetics Business exceeded its carrying value. As such, no impairment charge was recorded during the year ended December 31, 2025 or the nine months ended September 26, 2026.
Divestitures During the Nine Months Ended September 27, 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 Self Care segment.
13
Perrigo Company plc - Item 1
Note 4
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 September 26, 2026, the loss accrual for litigation contingencies reflected on the Condensed Consolidated Balance Sheets in Other accrued liabilities included $61.0 million related to price-fixing lawsuits. A recovery receivable was recorded for fifty percent of the settled lawsuits as of September 26, 2026 reflected on the Condensed Consolidated Balance Sheets in Prepaid expenses and other current assets.
NOTE 5 - INVENTORIES
Major components of inventory were as follows (in millions):
| September 26, 2026 | December 31, 2025 | ||||||||||
| 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 | September 26, 2026 | December 31, 2025 | |||||||||||||||||
Fair value method(1) | Other non-current assets | $ | $ | |||||||||||||||||
| Equity method | Other non-current assets | $ | $ | |||||||||||||||||
(1) Measured using the Net Asset Value practical expedient.
The following table summarizes the (income) loss recognized in earnings of our equity securities (in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| Measurement Category | Income Statement Location | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||
| Fair value method | Other operating expense, net | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
| Equity method | Other operating expense, net | $ | $ | $ | $ | |||||||||||||||||||||||||||
14
Perrigo Company plc - Item 1
Note 7
NOTE 7 - LEASES
The balance sheet locations of our lease assets and liabilities were as follows (in millions):
| Assets | Balance Sheet Location | September 26, 2026 | December 31, 2025 | |||||||||||||||||
| Operating | $ | $ | ||||||||||||||||||
| Finance | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Liabilities | Balance Sheet Location | September 26, 2026 | December 31, 2025 | |||||||||||||||||
| Current | ||||||||||||||||||||
| Operating | $ | $ | ||||||||||||||||||
| Finance | ||||||||||||||||||||
| Non-Current | ||||||||||||||||||||
| Operating | ||||||||||||||||||||
| Finance | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
Expenses related to leases were as follows (in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||
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 September 26, 2026 are as follows (in millions):
| Operating Leases | Finance Leases | Total | ||||||||||||||||||
| 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
After 2030 | ||||||||||||||||||||
| Total lease payments | $ | $ | $ | |||||||||||||||||
| Less: Interest | ||||||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
15
Perrigo Company plc - Item 1
Note 7
Our weighted average lease terms and discount rates are as follows:
| September 26, 2026 | September 27, 2025 | |||||||||||||
| 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):
| Nine Months Ended | ||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||
| 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 used in exchange for new finance lease liabilities | $ | ( | $ | |||||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
NOTE 8 - GOODWILL AND INTANGIBLE ASSETS
Goodwill
Changes in the carrying amount of goodwill, by reporting segment, were as follows (in millions):
| December 31, 2025 | Impairments(1) | Currency translation adjustments | September 26, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
Self Care | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
Specialty Care | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Infant Formula | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
All Other | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total goodwill | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
(1) We had accumulated goodwill impairments of $2,659.9 million and $2,327.3 million as of September 26, 2026 and December 31, 2025, respectively.
Reporting Unit Goodwill
Women’s Health, Infant Formula, and Oral Care Reporting Units
During the three months ended March 28, 2026, we changed our reporting segments to align with organizational structure changes intended to further enhance the execution of our strategic priorities. As a result of the change, we prepared a quantitative goodwill impairment test under the previous and newly established reporting units. We determined the carrying value of the Women’s Health, Infant Formula, and Oral Care reporting units exceeded their respective fair values. We recorded goodwill impairment charges of $77.4 million, $66.3 million, and $187.2 million in Women’s Health, Infant Formula, and Oral Care reporting units, respectively. This resulted in $107.1 million remaining goodwill in the Women’s Health reporting unit as of March 28, 2026, which is reported within the Specialty Care segment. The goodwill related to Infant Formula and Oral Care reporting units are fully impaired, and the respective goodwill balances for these reporting units have been reduced to zero
16
Perrigo Company plc - Item 1
Note 8
Intangible Assets
Intangible assets and related accumulated amortization consisted of the following(1) (in millions):
| September 26, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
We recorded amortization expense of $54.3 million and $163.3 million for the three and nine months ended September 26, 2026, respectively, and $55.8 million and $167.2 million for the three and nine months ended September 27, 2025, 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):
| September 26, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| 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: | ||||||||||||||||||||||||||||||||||||||
Goodwill(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Definite-lived intangible assets | ||||||||||||||||||||||||||||||||||||||
Equity method investments | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
17
Perrigo Company plc - Item 1
Note 9
There were no transfers within Level 3 fair value measurements during the three and nine months ended September 26, 2026 or the year ended December 31, 2025 (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 presented.
Women’s Health, Infant Formula, and Oral Care Reporting Units
As a result of changes in the operating model, goodwill was reallocated to the Company’s new reporting units based on their estimated relative fair values. Although the aggregate estimated fair value and carrying value of the Company’s reporting units did not change as of the testing date, January 1, 2026, the reallocation of goodwill and fair value on a relative basis resulted in reporting units where the carrying value exceeded their estimated fair value. Goodwill impairments were identified for the Women’s Health, Infant Formula, and Oral Care reporting units.
We performed a quantitative goodwill impairment test utilizing a combination of discounted cash flow techniques and comparable market approach for each reporting unit. Our cash flow projections included revenue growth rates and projected margins based on the reporting unit’s growth plans (Level 3 inputs). Discount rates and long‑term growth rates were developed for each reporting unit to reflect the rates of return and growth assumptions that market participants would apply, considering the relative risk profiles of the respective businesses.
Where appropriate, we also applied valuation multiples derived under the market approach based on a peer group of comparable companies, utilizing both observable and unobservable market data (Level 2 and Level 3 inputs, respectively). The market approach was applied to the Women’s Health and Oral Care reporting units but was not considered appropriate for Infant Formula. The key assumptions used in both the income and market approaches are summarized in the table below.
Reporting Unit | Discount Rate | Long-Term Growth Rate | GPCM Multiple | |||||||||||||||||
Women’s Health | % | % | ||||||||||||||||||
Infant Formula | % | % | n/a* | |||||||||||||||||
Oral Care | % | % | ||||||||||||||||||
*The market approach was not considered applicable for the Infant Formula reporting unit.
Consumer Self Care Americas (“CSCA”) and Consumer Self Care International (“CSCI”) Prior Reporting Units
During the year ended December 31, 2025, we prepared a goodwill impairment test utilizing a combination of discounted cash flow techniques and comparable company market approach for each of our prior reporting units. Our cash flow projections included revenue growth rates and projected margins based on the reporting unit’s growth plans (Level 3 inputs). In our discounted cash flow analysis, we used a long-term growth rate of 2.5 % for CSCA and 2.5 % for CSCI. We used a discount rate of 11.5 % for CSCA and 11.0 % for CSCI in the analysis, which correlates with the required investment return and risk that we believe market participants would apply to the projected growth rate. In our comparable company market approach, we considered observable and unobservable market information (Level 2 and 3 inputs, respectively) which resulted in selected current and forward multiples averaging 7.0 x of comparable adjusted earnings for CSCA. For CSCI, the current and forward multiples averaged 8.1 x of comparable adjusted earnings.
Prevacid® Branded Product
During the year ended December 31, 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 as of December 31, 2025.
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Perrigo Company plc - Item 1
Note 9
Kazmira LLC
During the year ended December 31, 2025, we identified potential indicators of impairment of our equity method investment in Kazmira LLC. We utilized an income approach, specifically a liquidation value method, to estimate the fair value based on the realizable value of Kazmira’s tangible assets. We concluded the fair value of our investment in Kazmira LLC was $3.5 million as of December 31, 2025 (refer to Note 6).
Fixed Rate Long-term Debt
Our fixed rate long-term debt consisted of the following (in millions):
| September 26, 2026 | December 31, 2025 | ||||||||||||||||
| 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 $712.5 million notional amount of variable-to-fixed interest rate swaps effective through April 2029 used to economically hedge interest rate risk on a substantial portion of our Senior Secured Credit Facilities (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 Senior Secured Credit Facilities.
As of September 26, 2026, the undesignated economically offsetting interest rate swaps totaling $600.0 million are effective through April 2029.
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 September 26, 2026, of the total $2.3 billion notional amount, $1.0 billion, $300.0 million, $450.0 million, $380.0 million, and $200.0 million notional amounts are effective through April 2027, September 2028, November 2030, December 2030, and March 2033, respectively.
19
Perrigo Company plc - Item 1
Note 10
Between October 2, 2026 and October 7, 2026, we entered into a series of transactions to extend the effective date of our $1.0 billion notional amount of cross-currency swaps effective through April 2027. The following are the terms and notional amounts of the restructured swaps:
•$312.5 million of notional amount effective from October 2, 2026 through October 2, 2031
•$202.5 million of notional amount effective from October 5, 2026 through October 5, 2031
•$135 million of notional amount effective from October 5, 2026 through October 5, 2029
•$200 million of notional amount effective from October 6, 2026 through October 8, 2029
•$150 million of notional amount effective from October 7, 2026 through April 20, 2030
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):
| September 26, 2026 | December 31, 2025 | |||||||||||||
| European Euro (EUR) | $ | $ | ||||||||||||
| United States Dollar (USD) | ||||||||||||||
| British Pound (GBP) | ||||||||||||||
| Polish Zloty (PLZ) | ||||||||||||||
| Danish Krone (DKK) | ||||||||||||||
| Canadian Dollar (CAD) | ||||||||||||||
| Chinese Yuan (CNH) | ||||||||||||||
| Swedish Krona (SEK) | ||||||||||||||
| Switzerland Franc (CHF) | ||||||||||||||
| 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.
On August 1, 2025, we entered into a deal-contingent EUR/USD forward contract of €300 million to hedge foreign exchange risk related to the proceeds expected for the planned divestiture of our Dermacosmetics Business (refer to Note 3 for additional details). The contract was contingent on the successful closing of the transaction, which occurred on April 30, 2026. Gains or losses on the derivatives due to changes in the EUR/USD exchange rate prior to the close of the divestiture were economically offset at closing in the final settlement of the euro-denominated Dermacosmetics Business purchase price. The total settlement loss was $5.6 million of which we recorded a gain of $3.2 million during the nine months ended September 26, 2026, and a loss of $8.8 million during the twelve months ended December 31, 2025 in Other (income) expense, net on the Condensed Consolidated Statements of Operations.
20
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 | September 26, 2026 | December 31, 2025 | |||||||||||||||
| Designated derivative assets: | |||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Interest rate swap agreements | Other non-current assets | ||||||||||||||||
| Total designated derivative assets | $ | $ | |||||||||||||||
| Non-designated derivative assets: | |||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Interest rate swap agreements | Other non-current assets | ||||||||||||||||
| Total non-designated derivatives | $ | $ | |||||||||||||||
| Designated derivative liabilities: | |||||||||||||||||
| Foreign currency forward contracts | Accrued derivative liabilities | $ | $ | ||||||||||||||
| Cross-currency swaps | Accrued derivative 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 | Accrued derivative 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 | Nine Months Ended | |||||||||||||||||||||||||||||||
| Non-Designated Derivatives | Income Statement Location | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||
| Foreign currency forward contracts | Other (income) expense, net | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Interest rate swap agreements | Interest expense, net | $ | $ | $ | $ | |||||||||||||||||||||||||||
The following tables summarize the effect of derivative instruments designated as hedging instruments in AOCI (in millions):
21
Perrigo Company plc - Item 1
Note 10
| 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 September 26, 2026 | ||||||||||||||||||||||||||||||||
| 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 | $ | ( | $ | |||||||||||||||||||||||||||||
| Nine Months Ended September 26, 2026 | ||||||||||||||||||||||||||||||||
| 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 September 27, 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 | $ | $ | ||||||||||||||||||||||||||||||
| Nine Months Ended September 27, 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 | $ | ( | $ | |||||||||||||||||||||||||||||
(1) Net income of $35.9 million is expected to be reclassified out of AOCI into earnings during the next 12 months.
22
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 September 26, 2026 | ||||||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Nine Months Ended September 26, 2026 | ||||||||||||||||||||||||||
| 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 September 27, 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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Nine Months Ended September 27, 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 (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 | $ | $ | $ | $ | ||||||||||||||||||||||
23
Perrigo Company plc - Item 1
Note 11
NOTE 11 - INDEBTEDNESS
Total borrowings are summarized as follows (in millions):
| September 26, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Revolvers | |||||||||||||||||||||||
2026 Revolver due March 20, 2031(1) | $ | $ | |||||||||||||||||||||
Total revolvers | $ | $ | |||||||||||||||||||||
| 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 | $ | $ | |||||||||||||||||||||
* | September 30, 2032(2) | ||||||||||||||||||||||
September 30, 2032(2) | |||||||||||||||||||||||
| November 15, 2043 | |||||||||||||||||||||||
| December 15, 2044 | |||||||||||||||||||||||
| Total notes and bonds | $ | $ | |||||||||||||||||||||
| Other financing | |||||||||||||||||||||||
| Unamortized discount | ( | ( | |||||||||||||||||||||
| 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) Discussed below collectively as the “2032 Notes”.
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”, pursuant to a Credit Agreement (the “Credit Agreement”).
On December 15, 2023, we and the Borrower entered into Amendment No. 1 and Incremental Assumption Agreement (the “Amendment”) to the Credit Agreement. The Amendment provided for a fungible add on to the 2022 Term B Loans in an aggregate principal amount of $300.0 million (the “2023 Incremental Term B Loans”). The terms of the 2023 Incremental Term B Loans, including pricing and maturity, are identical to the 2022 Term B Loans. The net proceeds from the 2023 Incremental Term B Loans were used to settle the cash tender offer by 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 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, which established a new tranche of loans under the Term B Facility (the “Term B Loans”) and which refinanced all of the 2023 Incremental Term B Loans and the 2022 Term B Loans outstanding under the Credit Agreement in the aggregate amount of $984.7 million, which resulted in a repricing to lower interest rate and increased the discount by $1.5 million. The Term B Loans will mature on April 20, 2029.
24
Perrigo Company plc - Item 1
Note 11
On March 20, 2026, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Perrigo Investments, the other subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A. and J. P. Morgan SE, as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent and the other lenders party thereto. The Amended and Restated Credit Agreement amends and restates the Credit Agreement to, among other things, (i) extend the maturity of the Revolving Facility (defined below), (ii) eliminate the credit spread adjustment applicable to loans under the Revolving Facility and (iii) amend such other provisions of the Credit Agreement for the benefit of the Company. The Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility maturing on March 20, 2031 (the “Revolving Facility”) and a $972.4 million term loan B facility maturing on April 20, 2029 (the “Term Loan B Facility” and together with the Revolving Facility, the “Senior Secured Credit Facilities”). The outstanding balance and maturity date of the Term Loan B Facility remain unchanged under the Amended and Restated Credit Agreement. The Company used the proceeds from a drawdown on the Revolving Facility to prepay the Term A Loans (as defined in the Credit Agreement) in their entirety, together with any accrued and unpaid interest and fees thereon and pay any associated transaction costs.
The Senior Secured Credit Facilities are being incurred by Perrigo Investments and will continue to be guaranteed, along with any hedging or cash management obligations entered into with a lender, by the Company and certain other wholly-owned subsidiaries of the Company (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 5.150 % Notes due 2030, the 6.125 % USD Notes due 2032, the 5.375 % Euro 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 Revolving Facility and the Term Loan B Facility. If we consummate certain qualifying acquisitions during the term of the loan, we can elect to increase the maximum first lien secured net leverage ratio covenant to 3.25 to 1.00 for the quarter in which the acquisition occurs and the three following fiscal quarters thereafter.
During the three months ended September 26, 2026, principal repayments of $2.5 million were made on the Term Loan B Facility. During the nine months ended September 26, 2026, principal repayments of $426.8 million were made on the Term Loan A Facility and Term Loan B Facility.
Using proceeds received as a result of the Dermacosmetics Business divestment, a repayment was made in the amount of $335.0 million on the Revolving Facility on May 12, 2026. As of September 26, 2026, borrowings outstanding under the Revolving Facility totaled $92.6 million. There were no borrowings outstanding under the Revolver as of December 31, 2025.
We were in compliance with all the covenants under our debt agreements as of September 26, 2026.
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).
25
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 | Nine Months Ended | ||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| 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, 2025 | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||
| OCI before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | ( | ( | ||||||||||||||||||||||||||
| Other comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
| Balance at September 26, 2026 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||
The tax effects on the net activity related to each component of other comprehensive income (loss), were as follows (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| Tax (benefit) expense | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||
| Fair value of derivative financial instruments | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Foreign currency translation 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.
26
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, contract termination costs, asset impairments, and related consulting fees. The following reflects our restructuring activity (in millions):
| Three Months Ended | |||||||||||||||||||||||||||||
| September 26, 2026 | |||||||||||||||||||||||||||||
| Supply Chain Reinvention | Project Energize | Nutrition Network Optimization | Operational Enhancement Program | Total | |||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Additional charges | ( | ||||||||||||||||||||||||||||
| Payments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Non-cash adjustments | ( | ( | |||||||||||||||||||||||||||
| Foreign currency effect | |||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| September 26, 2026 | |||||||||||||||||||||||||||||
| Supply Chain Reinvention | Project Energize | Nutrition Network Optimization | Operational Enhancement Program | Total | |||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Additional charges | |||||||||||||||||||||||||||||
| Payments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Non-cash adjustments | ( | ( | ( | ||||||||||||||||||||||||||
| Foreign currency effect | ( | ( | ( | ||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| September 27, 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||
27
Perrigo Company plc - Item 1
Note 14
| Nine Months Ended | ||||||||||||||||||||
| September 27, 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||
The charges incurred during the three months ended September 26, 2026 were primarily associated with contract termination costs as a result of the Operational Enhancement Program and professional consulting fees in Supply Chain Reinvention. The charges incurred during the nine months ended September 26, 2026 were primarily associated with employee separation costs as a result of the Operational Enhancement Program. The charges incurred during the three months ended September 27, 2025 were primarily associated with employee separation costs as a result of actions taken on Project Energize. The charges incurred during the nine months ended September 27, 2025 were primarily associated with employee separation costs as a result of actions taken on Nutrition Network Optimization and Project Energize.
Of the amount recorded during the three months ended September 26, 2026, our Self Care and Specialty Care segments reversed charges in the amounts of $0.7 million and $1.7 million, respectively, due primarily to adjustments to employee separation costs related to the Operational Enhancement Program. Of the amount recorded during the nine months ended September 26, 2026, our Self Care segment incurred charges in the amount of $54.7 million and our Specialty Care segment reversed charges in the amount of $2.9 million due primarily to employee separation costs related to the Operational Enhancement Program. Of the amount recorded during the three and nine months ended September 26, 2026, $0.9 million and $17.9 million, respectively, related to our Infant Formula segment, due to Nutrition Network Optimization. Charges totaling $2.5 million and $21.1 million during the three and nine months ended September 26, 2026, respectively, primarily for separation costs associated with the Operational Enhancement Program were corporate costs not allocated to a reporting segment.
Of the amount recorded during the three and nine months ended September 27, 2025, $10.5 million and $19.5 million, respectively, were related to our Self Care segment, due primarily to Project Energize, and $3.4 million and $6.4 million, respectively, related to our Specialty Care segment, due primarily to Project Energize, and $0.4 million and $18.1 million, respectively, related to our Infant Formula segment, due to Nutrition Network Optimization. Charges totaling $5.9 million and $13.9 million during the three and nine months ended September 27, 2025, respectively, primarily for separation costs associated with Project Energize were corporate costs not allocated to a reporting segment.
28
Perrigo Company plc - Item 1
Note 15
NOTE 15 - INCOME TAXES
The effective tax rates were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||
| % | % | % | % | |||||||||||||||||
The effective tax rate on pre-tax loss for the three months ended September 26, 2026, decreased when compared to the effective tax rate on pre-tax income for the three months ended September 27, 2025, primarily due to increases in our reserves for uncertain tax positions in 2025, offset by tax benefits resulting from the enactment of the One Big Beautiful Bill Act (“OBBBA”) in 2025 and changes in jurisdictional mix of earnings.
The effective tax rate on pre-tax loss for the nine months ended September 26, 2026, decreased when compared to the effective tax rate on pre-tax income for the nine months ended September 27, 2025, primarily due to a reduction in our reserves for uncertain tax positions in 2026, increases in our reserves for uncertain tax positions in 2025, the impact of goodwill impairments in 2026, offset by impacts related to the Dermacosmetics Business divestiture in 2026 and the impact of the OBBBA in 2025.
On July 4, 2025, the OBBBA was signed into law. The OBBBA includes significant changes to federal tax law and permanently extends or modifies 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 certain changes, some taxpayer-favorable and others not, for determining the limitation on business interest expense. We evaluated the OBBBA provisions enacted and determined they resulted in a tax benefit of $21.7 million for 2025, primarily due to the increased realizability of deferred tax assets associated with interest expense carryforwards following the restoration of depreciation and amortization in the Section 163(j) business interest expense limitation calculation. The remaining provisions of the OBBBA have multiple effective dates, with certain provisions effective in 2025 and others implemented over subsequent years. We are not anticipating the remaining provisions of the OBBBA to have a material effect on our consolidated financial statements.
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 the implementation of the Pillar Two framework to date.
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 the implementation of the Pillar Two framework.
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 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
29
Perrigo Company plc - Item 1
Note 15
August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the 2012 tax year, for a total of $134.1 million, plus statutory overpayment interest thereon from the dates of payment. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017.
A bench trial was held during the period May 25, 2021 to June 7, 2021 for the refund case in the United States District Court for the Western District of Michigan. The total amount of cumulative deferred charge that we are seeking to receive in this litigation is approximately $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. On September 25, 2025, the court issued an opinion in the case that predominantly sided with Perrigo U.S. on both the omeprazole and the ANDA issues. The court ordered the parties to submit computations implementing the opinion and to submit a proposed final judgment by January 23, 2026, as extended. The court, thereafter, issued a final, appealable judgment on January 27, 2026. On March 26, 2026, the Department of Justice appealed the District Court's judgment. The Department of Justice subsequently informed us that it will not appeal the District Court's ruling on the ANDA issue. Perrigo filed a cross-appeal on the omeprazole issue based on certain of the court’s adjustments on April 6, 2026.
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. The District Court ruled in our favor on the ANDA issue, and the Department of Justice has informed us that it will not appeal that ruling. Accordingly, we have not reserved for the ANDA-related issue described above. We believe that we should prevail on the merits of the remaining omeprazole issue and have reserved for taxes and interest payable on the 5.24 % deemed royalty on the omeprazole issue 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. While we believe we should prevail on the merits of the omeprazole issue, its ultimate outcome remains uncertain. If our litigation position on the omeprazole issue is not ultimately sustained as part of any appeal, 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 final resolution of the omeprazole issue could effectively bind future tax years. In that event, a final adverse ruling on the omeprazole issue could have a material impact on subsequent periods (i.e., 2013 to date), with additional tax liability in the range of $25.0 million to $128.0 million, not including interest and any applicable penalties.
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 has been since executed that resolves this issue with finality. We previously adjusted our reserves using such interest rates and, as a result, we are fully reserved for the adjustment specified in the NOPA.
On February 27, 2026, the IRS issued a NOPA proposing to reallocate income via transfer pricing adjustments arising from the activities of Perrigo Ireland for the 2016 through 2019 tax years. Although we strongly disagree with the IRS’s position and intend to pursue administrative and/or judicial remedies, the ultimate resolution is uncertain.
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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 September 26, 2026, 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.
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. There are 50 complaints naming Perrigo entities as defendants that are currently pending in the MDL court and several other state and federal courts. Perrigo was dismissed with prejudice from the case in Canada in February 2026.
While most of the class complaints involve alleged single-drug conspiracies, the three putative classes, the States, and many of the opt-out plaintiffs have each filed over-arching conspiracy complaints alleging that Perrigo and other manufacturers (and some individuals) entered into an “overarching conspiracy” that involved allocating customers, rigging bids, and raising, maintaining, and fixing prices for various products. 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 the Eastern District of Pennsylvania).
The MDL Court initially 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, one set involving Clobetasol and one set involving 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. The court certified classes of direct and “end-user” customers of the products at issue in the bellwether class cases on March 7, 2025. The Third Circuit accepted an appeal of the class certification decisions in the class bellwether cases on June 17, 2025. That appeal remains pending. All district court proceedings in those cases are stayed pending resolution of that appeal. The State case naming Perrigo that was initially designated as a bellwether case was returned to the District of Connecticut where it was initially filed; and the Connecticut court heard and decided several rounds of summary judgment motions. The claims against Perrigo were narrowed through those summary judgment decisions, but certain claims, including the overarching conspiracy claim, survived and are proceeding to trial. The case is set for trial beginning on February 3, 2027.
On October 15, 2024, the MDL Court selected the first multi-drug complaint brought by direct action plaintiff Humana, Inc., which names Perrigo as a defendant, to proceed in the second phase of bellwether cases in the MDL. In June 2026, Perrigo reached an agreement to settle the claims asserted by Humana in that bellwether case and two other cases filed by Humana.
On September 26, 2025, the MDL Court selected three additional multi-drug complaints brought by direct action plaintiffs Kroger Co., Cigna Corp., and CVS Pharmacy, Inc., each of which names Perrigo as a defendant, to proceed in the third phase of bellwether cases in the MDL. The Court in February 2026 issued orders designating portions of the complaints in the Kroger and Cigna cases as bellwethers with the trials in those bellwethers set to start in August 2027 and January 2028, respectively, and setting schedules for the remaining pretrial deadlines in those cases. No trial date has been set for the CVS bellwether case.
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As of September 26, 2026, 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.
Securities Litigation
In the United States (cases related to events in 2023-2025)
On November 17, 2025, a purported securities class action complaint was filed against the Company and our current CFO, Eduardo Bezerra, former CEO, Patrick Lockwood-Taylor, and former CEO, Murray Kessler, in the U.S. District Court for the Southern District of New York (Tanner French v. Perrigo Company plc, et al., filed 11/17/2025). The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 based on statements made by the Company and its current and former executives related to our Infant Formula business and the strategic review of the business announced in November 2025 on behalf of a purported class of shareholders for the period from November 1, 2022 through November 5, 2025, inclusive.
Pursuant to the Private Securities Litigation Reform Act of 1995, on February 13, 2026, the Court appointed the International Brotherhood of Teamsters Local No. 710 Pension Fund as Lead Plaintiff and approved Cohen Milstein to serve as lead counsel for the proposed class. On May 1, 2026, Lead Plaintiff filed an Amended Complaint. The Defendants filed a motion to dismiss the Amended Complaint on August 7, 2026, Lead Plaintiff filed its opposition on October 9, 2026, and Defendants intend to file a reply by November 16, 2026. We intend to defend the lawsuit vigorously.
Other Matters
Talcum Powder
The Company has been named, together with other manufacturers, in product liability lawsuits in a variety of state courts alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to alleged asbestos contamination of the raw material talc. The majority of these cases involve legacy talcum powder products that have not been manufactured by the Company since 1999. As of September 26, 2026, the Company was named in approximately 245 pending lawsuits seeking compensatory and punitive damages. This number reflects recent group resolutions. Nationwide the number of new cases against manufacturers and retailers of talc-containing products alleging injury related to asbestos-contaminated talc continues to grow. The rate of filings against the Company is consistent with this trend and has increased as well; approximately 170 new complaints were filed against the Company between January 1 and September 26, 2026. The Company has several defenses and continues to both vigorously defend these lawsuits and explore various means of expeditiously resolving these claims before trial, including through dismissals and settlements of certain plaintiffs' claims. Trials for these lawsuits are currently scheduled throughout 2026 and 2027. There are currently over 35 trials set for these cases through the end of the first quarter of 2027. The Company continues to evaluate these cases and vigorously defend itself against such claims while pursuing resolution of certain of the claims, including through dismissals and settlement. The Company’s retailer customers that are also named in the litigation are seeking indemnity from the Company, including for their defense costs and liability relating to these cases.
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 those products 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 an 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
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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 and oral arguments were held on October 10, 2025. The Company continues to vigorously defend itself against such claims at the appellate level.
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, North Carolina, and Maryland. Plaintiffs elected not to appeal any of those state-court dismissals, with the exception of Illinois (where the Company prevailed on appeal). 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 the date of these financial statements, 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 the remaining Ranitidine California state court lawsuits. The pending settlement was finalized in 2026 for an immaterial amount and was 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, which ended the case against the Company. With the dismissal of the New Mexico action, there are no active lawsuits against the Company with respect to 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 asserted claims against Johnson & Johnson Consumer, Inc. (“JJCI”) (now known as Kenvue Brands LLC) 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 the date of these financial statements, 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. The Company has agreed to defense cost-sharing arrangements with certain retailer customers.
After completing fact and expert discovery on general causation, on December 18, 2023, the MDL court granted in full defendants' motions to exclude testimony of Plaintiffs' general causation expert witnesses, finding Plaintiffs presented no reliable evidence of scientific causation between prenatal ingestion of acetaminophen and ASD or ADHD in children. Final judgment was entered as to the majority of pending cases. The Plaintiffs appealed the decision before 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 were included in the Second Circuit appeal.
The appeals before the Second Circuit were fully briefed and argument was held on November 17, 2025. On July 13, 2026, the Second Circuit issued an Order vacating the MDL Court’s Orders excluding each of Plaintiffs’ general causation expert witnesses pursuant to Rule 702. The Second Circuit held that the MDL Court exceeded its discretion as gatekeeper in excluding three of Plaintiffs’ original five experts including their primary epidemiology
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expert, but found that the MDL Court was within its discretion in excluding the remaining two experts in pharmacology and teratology. The Second Circuit also concluded that the MDL Court correctly declined to dismiss the cases on the grounds that the Plaintiffs’ failure to warn claims were preempted, based on warnings requirements. On September 12, 2026, Defendants filed an En Banc petition, On October 16, 2026, the Second Circuit denied the petition. The case will be remanded to the MDL Court for further proceedings consistent with the Second Circuit opinion. Currently, it is not possible to assess reliably the outcome of these cases or reasonably estimate any potential future financial impact on the Company.
There are state court actions pending in California, Illinois and Florida against the manufacturers of Tylenol, and against certain retailer defendants for the sale of store brand acetaminophen. At this time, the Company is not named in any state court action, and no state court case has proceeded to trial.
Phenylephrine
In September 2023, the Food and 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 an MDL (In re: Oral Phenylephrine Marketing and Sales Practices Litigation, MDL No. 3089), pending in 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 in September 2024. In October 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 separately dismissing Plaintiffs’ RICO claims for lack of standing. Final judgment was entered and Plaintiff filed a Notice of Appeal to the Second Circuit. Appellate briefing is complete, and oral argument was held on March 4, 2026. The Second Circuit issued its decision on July 30, 2026. The Court affirmed dismissal of the majority of Plaintiffs’ state law claims on preemption grounds and dismissed the RICO claims entirely. The Court vacated dismissal of the “Maximum Strength” labeling claims and any claims relating to NDA-approved PE products, remanding both for further proceedings.
On October 6, 2026, Plaintiffs moved for leave to amend their Streamlined Complaint and filed a proposed Amended Streamlined Complaint expanding the allegations related to the Maximum Strength and associated claims. Defendants filed a response but did not oppose the amendment. The Eastern District of New York granted Plaintiffs’ motion for leave to amend on October 28, 2026, and the now-operative amended complaint was filed the next day. Defendants’ motion to dismiss is due December 7, 2026, and briefing is scheduled to conclude in February 2027. Plaintiffs have until November 20, 2026 to petition the U.S. Supreme Court for certiorari challenging the Second Circuit’s dismissal of their RICO claims. All discovery remains staying while these pleading issues are resolved.
Individual arbitrations involving similar efficacy allegations have also been threatened or initiated against certain retailers in various arbitral forums. Some of the Company's retail customers sought indemnity and defense costs from the Company relating to these cases. Agreements are in place to resolve these matters.
PLD & Conry Litigation
Perrigo Company plc, L. Perrigo Company, and PBM Nutritionals, LLC (collectively, the “Perrigo Defendants”) are defendants in two pending litigations, P&L Development, LLC v. Gerber Products Company, et al. (the “PLD Action”), and Conry, et al. v. Gerber Products Company, et al. (the “Conry Action” and together with the PLD Action, the “Actions”), both of which are pending in the U.S. District Court for the Eastern District of New York. The PLD Action was brought by P&L Development, LLC (“PLD”), and the Conry Action was brought by a proposed class of Store Brand infant formula purchasers (the “Conry Plaintiffs”). Gerber Products Company (“Gerber”) is a co-defendant in both Actions. The Actions involve allegations that PLD entered into a memorandum of understanding with Gerber for Gerber to supply PLD with infant formula with which to compete with Perrigo, and that Gerber allegedly repudiated that commitment because of an agreement with the Perrigo Defendants, which unreasonably restrained trade in violation of Section 1 of the Sherman Act. The Actions also involve allegations that the Perrigo Defendants’ acquisition of the Gateway infant formula manufacturing facility from Gerber was anticompetitive. Perrigo has entered into settlement agreements with each of PLD and the Conry Plaintiffs to settle all claims against Perrigo in both the PLD Action and the Conry Action, respectively. On October 13, 2026, the Conry Plaintiffs filed a motion for preliminary approval of the settlement with the Court.
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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 September 26, 2026, the loss accrual for litigation contingencies reflected on the Condensed Consolidated Balance Sheet in Other accrued liabilities was $102.2 million, inclusive of 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 $32.5 million, inclusive of the recovery receivable related to Discontinued Operations, as of September 26, 2026. 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
During the first quarter of 2026, we implemented changes to our organizational structure and internal management reporting to better align with how the CODM evaluates segment performance and allocates resources going forward.
Our reporting segments are as follows:
Reporting Segment | Product Categories | |||||||
Self Care | Includes over-the-counter health and wellness products intended for consumer self-treatment of common conditions, such as pain & sleep, upper respiratory, digestive health and healthy lifestyle products including vitamins, minerals, and supplements and oral electrolyte beverages | |||||||
Specialty Care | Includes branded and specialty consumer health products that address more targeted or complex self-care needs, including women's health and skin health offerings, such as skin healing and insect repellant | |||||||
Infant Formula | Comprised of the infant formula product category, which includes nutrition products designed to meet the dietary needs of infants | |||||||
Our Oral Care product category and Other product category, which includes our Dermacosmetics Business (through its April 30, 2026 divestment), are together disclosed as “All Other.” We have reflected this segment change in all historical periods presented.
In the first quarter of 2026, following changes to our segments, our CODM reevaluated and changed the primary measure utilized to evaluate segment profitability from segment operating income to segment adjusted operating income. We have reflected this change from segment operating income to segment adjusted operating income in all historical periods presented.
For each segment, the CODM uses this information to assist in evaluating underlying trends, to monitor budget and forecast versus actual results, to make investment decisions to allocate resources both in total, and between the segments, and to make key segment personnel decisions. Segment adjusted operating income is based on Operating income, excluding amortization expense, acquisition and integration-related charges and contingent consideration, impairment charges, Infant Formula remediation, (gain) loss on divestitures and brand sales, loss on debt extinguishment, unusual litigation, and restructuring charges and other termination benefits (referred to herein as “Segment adjusted operating income (loss)”), as the CODM excludes these items in assessing segment financial performance. General corporate/unallocated expenses, which include expenses related to treasury, legal operations, and certain other expenses are not allocated to the segments. In assessing segment performance and managing operations, the CODM reviews total inventory by segment but does not review segment assets in total, accordingly certain asset related disclosures are omitted.
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The tables below show select financial measures by reporting segment(1) (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
Net Sales | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||
Self Care | $ | $ | $ | $ | |||||||||||||||||||
Specialty Care | |||||||||||||||||||||||
Infant Formula | |||||||||||||||||||||||
Reporting segment net sales | |||||||||||||||||||||||
All Other | |||||||||||||||||||||||
Total Consolidated net sales | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 26, 2026 | |||||||||||||||||||||||||||||||||||
Self Care | Specialty Care | Infant Formula | Reporting Segments Total | ||||||||||||||||||||||||||||||||
Reporting segment net sales(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Adjusted cost of sales(3) | |||||||||||||||||||||||||||||||||||
Adjusted operating expenses(4) | |||||||||||||||||||||||||||||||||||
| Segment adjusted operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Reconciliation to Income from continuing operations before income taxes: | |||||||||||||||||||||||||||||||||||
All Other segment adjusted operating income(5) | |||||||||||||||||||||||||||||||||||
Unallocated expense(6) | ( | ||||||||||||||||||||||||||||||||||
Amortization expense related primarily to acquired intangible assets(7) | ( | ||||||||||||||||||||||||||||||||||
Impairment charges(8) | ( | ||||||||||||||||||||||||||||||||||
Restructuring charges and other termination benefits(9) | |||||||||||||||||||||||||||||||||||
Unusual litigation(10) | ( | ||||||||||||||||||||||||||||||||||
Other(11) | ( | ||||||||||||||||||||||||||||||||||
| Operating income | $ | ||||||||||||||||||||||||||||||||||
(1) Amounts may not add or recalculate due to rounding.
(2) See table above for reconciliation to Consolidated net sales.
(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $28.6 million of amortization expense related primarily to acquired intangible assets and $2.5 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes.
(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $27.1 million of unusual litigation, $16.1 million of amortization expense related primarily to acquired intangible assets, $4.1 million related to impairment charges and a reversal of $1.5 million related to restructuring charges and other termination benefits.
(5) All Other segment adjusted operating income includes earnings from other operating segments of $26.6 million which excludes $9.7 million of amortization expense related primarily to acquired intangible assets and a reversal of $1.0 million related to restructuring charges and other termination benefits.
(6) Unallocated expense of $34.2 million excludes $13.9 million related to unusual litigation, $4.0 million related to professional consulting fees for potential divestiture activity and $2.5 million related to restructuring charges and other termination benefits.
(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
(8) During the three months ended September 26, 2026, we determined the carrying value of our Medgenix business exceeded its estimated fair value less costs to sell, resulting in a total impairment charge of $4.1 million.
(11) Other pre-tax adjustments impacting operating income for the three months ended September 26, 2026 includes $4.1 million of professional consulting fees for potential divestitures and $2.5 million of accelerated depreciation as part of Nutrition Network Optimization.
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| Nine Months Ended September 26, 2026 | |||||||||||||||||||||||||||||||||||
Self Care | Specialty Care | Infant Formula | Reporting Segments Total | ||||||||||||||||||||||||||||||||
Reporting segment net sales(2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Adjusted cost of sales(3) | |||||||||||||||||||||||||||||||||||
Adjusted operating expenses(4) | |||||||||||||||||||||||||||||||||||
| Segment adjusted operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Reconciliation to Income from continuing operations before income taxes: | |||||||||||||||||||||||||||||||||||
All Other segment adjusted operating income(5) | |||||||||||||||||||||||||||||||||||
Unallocated expense(6) | ( | ||||||||||||||||||||||||||||||||||
Amortization expense related primarily to acquired intangible assets(7) | ( | ||||||||||||||||||||||||||||||||||
Impairment charges(8) | ( | ||||||||||||||||||||||||||||||||||
Restructuring charges and other termination benefits(9) | ( | ||||||||||||||||||||||||||||||||||
Unusual litigation(10) | ( | ||||||||||||||||||||||||||||||||||
Other(11) | ( | ||||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | |||||||||||||||||||||||||||||||||
(1) Amounts may not add or recalculate due to rounding.
(2) See table above for reconciliation to Consolidated net sales.
(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $90.1 million of amortization expense related primarily to acquired intangible assets and $21.2 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes.
(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $148.7 million related to impairment charges, $69.8 million related to restructuring charges and other termination benefits $51.1 million of unusual litigation, $47.7 million of amortization expense related primarily to acquired intangible assets and $0.4 million related to professional consulting fees.
(5) All Other segment adjusted operating income includes earnings from other operating segments of $84.1 million which excludes $187.2 million of impairment charges, $25.5 million of amortization expense related primarily to acquired intangible assets and a reversal of $1.3 million related to restructuring charges and other termination benefits.
(6) Unallocated expense of $101.4 million excludes $21.1 million related to restructuring charges and other termination benefits, $18.7 million related to unusual litigation and $12.1 million related to professional consulting fees for potential divestiture activity.
(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
(8) During the nine months ended September 26, 2026, we determined the carrying value of our reporting units, Medgenix business and an in-process R&D asset exceeded their estimated fair value and recorded impairment charges of $330.8 million, $4.1 million, and $1.0 million respectively. Refer to Note 8 for details.
(11) Other pre-tax adjustments impacting operating income for the nine months ended September 26, 2026 includes $21.2 million of accelerated depreciation as a result of Nutrition Network Optimization and $12.5 million of professional consulting fees for potential divestiture activity and other legal matters.
| Three Months Ended September 27, 2025 | |||||||||||||||||||||||||||||
Self Care | Specialty Care | Infant Formula | Reporting Segments Total | ||||||||||||||||||||||||||
Reporting segment net sales(2) | $ | $ | $ | ||||||||||||||||||||||||||
Adjusted cost of sales(3) | |||||||||||||||||||||||||||||
Adjusted operating expenses(4) | |||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Reconciliation to Income from continuing operations before income taxes: | |||||||||||||||||||||||||||||
All Other segment adjusted operating income(5) | |||||||||||||||||||||||||||||
Unallocated expense(6) | ( | ||||||||||||||||||||||||||||
Amortization expense related primarily to acquired intangible assets(7) | ( | ||||||||||||||||||||||||||||
Restructuring charges and other termination benefits(8) | ( | ||||||||||||||||||||||||||||
Unusual litigation(9) | ( | ||||||||||||||||||||||||||||
Other(10) | ( | ||||||||||||||||||||||||||||
| Operating income | $ | ||||||||||||||||||||||||||||
(1) Amounts may not add or recalculate due to rounding.
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Perrigo Company plc - Item 1
Note 17
(2) See table above for reconciliation to Consolidated net sales.
(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $28.5 million of amortization expense related primarily to acquired intangible assets and $4.0 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes.
(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $17.7 million of amortization expense related primarily to acquired intangible assets, $14.8 million related to restructuring charges and other termination benefits, a $1.6 million asset abandonment charge related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes and $1.1 million of unusual litigation.
(5) All Other segment adjusted operating income includes earnings from other operating segments of $22.5 million which excludes $9.9 million of amortization expense related primarily to acquired intangible assets.
(6) Unallocated expense of $36.4 million excludes $13.9 million related to unusual litigation, $6.0 million related to restructuring charges and other termination benefits and $3.1 million related to professional consulting fees for divestiture activity included in Other within the reconciliation to Income from continuing operations before income taxes.
(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
(10) Other pre-tax adjustments impacting operating income for the three months ended September 27, 2025 includes $4.0 million of accelerated depreciation and a $1.6 million asset abandonment charge related to Nutrition Network Optimization and $3.1 million related to professional consulting fees for divestiture activity.
| Nine Months Ended September 27, 2025 | |||||||||||||||||||||||||||||
Self Care | Specialty Care | Infant Formula | Reporting Segments Total | ||||||||||||||||||||||||||
Reporting segment net sales(2) | $ | $ | $ | $ | |||||||||||||||||||||||||
Adjusted cost of sales(3) | |||||||||||||||||||||||||||||
Adjusted operating expenses(4) | |||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Reconciliation to Income from continuing operations before income taxes: | |||||||||||||||||||||||||||||
All Other segment adjusted operating income(5) | |||||||||||||||||||||||||||||
Unallocated expense(6) | ( | ||||||||||||||||||||||||||||
Amortization expense related primarily to acquired intangible assets(7) | ( | ||||||||||||||||||||||||||||
Impairment charges(8) | ( | ||||||||||||||||||||||||||||
| Infant formula remediation | ( | ||||||||||||||||||||||||||||
Restructuring charges and other termination benefits(9) | ( | ||||||||||||||||||||||||||||
Unusual litigation(10) | ( | ||||||||||||||||||||||||||||
Other(11) | ( | ||||||||||||||||||||||||||||
| Operating income | $ | ||||||||||||||||||||||||||||
(1) Amounts may not add or recalculate due to rounding.
(2) See table above for reconciliation to Consolidated net sales.
(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $88.5 million of amortization expense related primarily to acquired intangible assets and $8.4 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes and $0.9 million of infant formula remediation.
(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $53.4 million of amortization expense related primarily to acquired intangible assets, $45.0 million related to restructuring charges and other termination benefits, $4.6 million of impairment charges, a $1.6 million asset abandonment charge related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes and $1.6 million of unusual litigation.
(5) All Other segment adjusted operating income includes earnings from other operating segments of $69.0 million which excludes $25.9 million of amortization expense related primarily to acquired intangible assets.
(6) Unallocated expense of $114.8 million excludes $37.7 million related to unusual litigation, $14.0 million related to restructuring charges and other termination benefits and $8.5 million related to professional consulting fees for divestiture activity included in Other within the reconciliation to Income from continuing operations before income taxes.
(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
(8) During the nine months ended September 27, 2025, we determined the carrying value of the Richard Bittner Business net assets held for sale exceeded their fair value less costs to sell, resulting in a total impairment charge of $3.1 million and we determined the carrying value of our Prevacid® branded product was impaired by $1.5 million.
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Perrigo Company plc - Item 1
Note 17
(11) Other pre-tax adjustments impacting operating income for the nine months ended September 27, 2025 includes $8.5 million of professional consulting fees for divestiture activity and $8.4 million of accelerated depreciation and a $1.6 million asset abandonment charge related to Nutrition Network Optimization.
The tables below show select financial measures by reporting segment(1) (in millions):
Inventory | September 26, 2026 | December 31, 2025 | |||||||||||||||
Self Care | $ | $ | |||||||||||||||
Specialty Care | |||||||||||||||||
Infant Formula | |||||||||||||||||
All Other | |||||||||||||||||
Total inventory | $ | $ | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
Depreciation | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||
| Self Care | $ | $ | $ | $ | |||||||||||||||||||
| Specialty Care | |||||||||||||||||||||||
| Infant Formula | |||||||||||||||||||||||
| All Other | |||||||||||||||||||||||
Total depreciation | $ | $ | $ | $ | |||||||||||||||||||
(1) Amounts may not add or recalculate due to rounding.
NOTE 18 - SUBSEQUENT EVENTS
On October 29, 2026, we entered into a definitive agreement pursuant to which MeridianMade will acquire our Infant Formula business for total consideration of up to $175 million. The transaction consideration consists of $40 million in cash at closing and up to an additional $135 million contingent on the achievement of future performance milestones through 2030.
The criteria for reporting our Infant Formula business as held for sale were met after the balance sheet date, and therefore we classified the business as held and used as of September 26, 2026. After considering expected carrying value relative to cash proceeds and an estimate of fair value of the contingent milestones, we expect to recognize a loss between $275.0 million and $375.0 million resulting from the measurement as held for sale during the fourth quarter of 2026.
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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, 2025 (the “2025 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 2025 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, healthy lifestyle and women's health, in addition to offering brands including Opill® and Mederma®. In Europe, our portfolio consists primarily of brands, including Compeed®, ellaOne®, Solpadeine®, and Jungle Formula®.
Perrigo’s unique portfolio of businesses complement each other, where 1) store brands generate cash for investments into the Company’s key higher margin, higher growth brands, 2) branding and innovation capabilities are leveraged for both brand and store brand demand generation designed to generate stronger customer partnerships, 3) consumer-led innovation is scaled across brands, store brands and geographies, and 4) leveraging the scale of our global supply chain with more molecules at more price points to more consumers to drive increased household penetration.
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Perrigo Company plc - Item 2
Executive Overview
The Company’s plan to drive increased cash flow and total shareholder return is anchored in its ‘Three-S’ plan – ‘Stabilizing,’ ‘Streamlining,’ and ‘Strengthening’ our business. This process centers on restoring consistency in our core business, streamlining our cost structure and building capabilities that support scalable long-term growth.
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 Interim Chief Executive Officer (“CEO”), makes operating decisions, allocates resources and manages the growth and profitability of the Company. Our reporting segments are:
•Self Care includes over-the-counter health and wellness products intended for consumer self-treatment of common conditions, such as pain & sleep, upper respiratory, digestive health and healthy lifestyle products including vitamins, minerals and supplements ("VMS") and oral electrolyte beverages.
•Specialty Care includes branded and specialty consumer health products that address more targeted or complex self-care needs, including women's health and skin health offerings, such as skin healing and insect repellant.
•Infant Formula is comprised of the infant formula product category, which includes nutrition products designed to meet the dietary needs of infants.
Our Oral Care product category and Other product category, which includes our Dermacosmetics Business (through its April 30, 2026 divestment), are together disclosed as “All Other.” See Item 1. Note 17 for more information.
We previously operated an Rx segment consisting of our U.S. generic prescription pharmaceuticals business 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.
Products
We offer products in the following categories:
Reporting Segment | Product Category | Description | |||||||||
Self Care | Upper Respiratory | Products that relieve upper respiratory symptoms, including cough suppressants, expectorants, sinus and allergy relief. | |||||||||
| Digestive Health | Products such as antacids, anti-diarrheal, and anti-heartburn that relieve symptoms associated with digestive issues. | ||||||||||
| Healthy Lifestyle | Products that help consumers live a healthy lifestyle such as smoking cessation, weight management, heart health, VMS, nutraceutical and electrolytes. | ||||||||||
| Pain & Sleep | Products comprised of pain relievers, fever reducers and sleep-aids. | ||||||||||
Specialty Care | Skin Health | Products for the face and body such as scar management, lice treatment, insect repellant and other products for various skin conditions. | |||||||||
| Women's Health | Women's health products, including feminine hygiene and contraceptives. | ||||||||||
Infant Formula | Infant Formula | Infant nutrition products designed to meet dietary needs. | |||||||||
All Other | Oral Care | Products used for oral care, including toothbrushes, toothbrush replacement heads, floss, flossers, whitening products and toothbrush covers. | |||||||||
Other(1) | Other miscellaneous self-care products, including the Dermacosmetics Business. | ||||||||||
(1) The Dermacosmetics Business was historically reported in the Skin Care category and is now included within Other through its April 30, 2026 divestment.
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Executive Overview
Recent Developments
•On October 29, 2026, we entered into a definitive agreement pursuant to which MeridianMade will acquire Perrigo’s Infant Formula business for total consideration of up to $175 million. The transaction consists of $40 million in cash at closing and up to an additional $135 million contingent on the achievement of future performance milestones through 2030.
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 have reduced portfolio complexity, invested in advanced planning capabilities, diversified sourcing, and optimized our manufacturing assets and distribution models. The program objectives are now realized with approximately $157 million of annualized benefits (not including related depreciation expense on capital investments) achieved by the end of fiscal year 2025. Total costs incurred over the same period including capital investments, restructuring expenses and implementation costs totaled approximately $286 million. For the remaining project wind-down activities, we anticipate less than $10 million of additional costs to be incurred through fiscal year 2026. Refer to Item 1. Note 14 for further details on restructuring charges.
Project Energize
As part of our sustainable, value accretive growth strategy, we launched Project Energize in the first quarter of 2024 - a global investment and efficiency program to drive the next evolution of capabilities and organizational agility. This three-year program was expected to produce significant benefits in our 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. As of December 31, 2025, Project Energize had achieved these objectives and was substantively completed.
Project Energize delivered approximately $167 million of annualized pre-tax savings as of the end of the fiscal year 2025, within the range of $140 million to $170 million expected by the end of 2026. Reinvestment savings were $35 million over the same period. Restructuring and related charges associated with these actions were approximately $138 million over the same period compared to an original estimated range of $140 million to $160 million. For the remaining project wind-down activities, we anticipate less than $10 million of additional costs to be incurred through fiscal year 2026. Refer to Item 1. Note 14 for further details on restructuring charges.
Nutrition Network Optimization; Strategic Review
In 2025, we initiated the Nutrition Network Optimization (“NNO”) project to optimize our infant formula manufacturing footprint, upgrade packaging capabilities, harmonize quality processes, and enhance our research and development capabilities. At that time, we expected to make approximately $240 million of capital investments in our infant formula production network over a three-year period. As disclosed in our Quarterly Report on Form 10-Q for the period ended March 29, 2025, we deferred capital expenditures associated with the NNO project due to macroeconomic uncertainty. On November 5, 2025, we announced a strategic review of our Infant Formula business that included reassessing the previously announced NNO project and related investments. The review assessed a full range of alternatives for the business. During the three months ended June 27, 2026, we executed a partial plant shut-down of our Vermont facility to rationalize capacity as part of this program. Through September 26, 2026, we have incurred approximately $3 million of engineering, planning and design costs associated with the NNO project. We expect to fund capital expenditures related to the business of approximately $21 million through March 2027, of which approximately $18 million is related to the NNO project. On October 29, 2026, we entered into a definitive agreement for the sale of the Infant Formula business. The transaction is expected to close in March 2027, subject to the satisfaction of third-party approvals and other customary closing conditions, at which time the buyer will be responsible for capital expenditures going forward. For further details on our restructuring charges related to the NNO project, refer to Item 1. Note 14.
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Perrigo Company plc - Item 2
Executive Overview
Operational Enhancement Program
Building on the ‘Streamlining’ actions within our 'Three-S' Plan, in the fourth quarter of 2025 we launched a two-year, enterprise-wide operational enhancement program to create a more agile, more resilient platform positioned for growth in our core business. The program is designed to streamline operations in response to near-term industry pressures, including soft consumer consumption leading to lower volumes, while freeing up capital to further invest behind our key brands and store brands.
We expect the program to enhance organizational effectiveness by evolving our structure to improve agility, accelerate decision‑making and better leverage technology. As part of this effort, we expect to reduce approximately 7% of our workforce as of December 31, 2025. The program will also target operational cost reductions mainly in our supply chain and distribution network.
We anticipate gross pre‑tax annual run rate cost savings of $80 million to $100 million from the program, the majority of which are expected to be achieved in 2026. Cash costs to achieve these savings are expected to range between $80 million and $90 million primarily in 2026.
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 and other trade restrictions, political unrest and uncertainty and legislative and regulatory 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 Nutrition Network Optimization, initiating an enterprise-wide operational enhancement program, 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, increased then reduced or permanently repealed. The U.S. government has announced trade agreements with various governments and additional tariffs on countries due to geo-political issues. As a result, there continues to be significant volatility and uncertainty regarding the scope, timing, implementation and effective rates of tariffs.
During the first quarter of 2026, following the U.S. Supreme Court’s determination that tariffs imposed under the International Emergency Economic Powers Act were unlawful and subsequent orders of the U.S. Court of International Trade directing U.S. Customs and Border Protection to refund such duties, the Company concluded that recovery of a portion of previously paid tariffs is probable. Accordingly, we recorded a net receivable of approximately $21 million that benefited gross profit during the three months ended March 28, 2026, representing refunds expected to be received related to eligible import entries, based on information currently available, including shipment‑level data and applicable court guidance. During the three months ended June 27, 2026, we recorded a $9.6 million adjustment benefiting gross profit based on updated information, resulting in a net receivable of approximately $31 million.
During the three months ended September 26, 2026, we recorded an adjustment of $4.5 million benefiting gross profit based on updated information and we submitted a request and subsequently received a refund from U.S. Customs and Border Protection of approximately $28 million, resulting in a remaining net receivable of approximately $7 million. The timing of receipt of these refunds is subject to U.S. Customs and Border Protection’s administrative processes, and actual amounts received may differ from estimates as refund claims are validated.
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Perrigo Company plc - Item 2
Executive Overview
In addition, our interest expense is 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 85% of our outstanding debt.
Inflationary Costs and Supply Chain
Supply chain disruptions continue in multiple commodity categories such as agricultural commodities due to climate impacts and impacts across the overall supply chain due to the conflicts between Russia and Ukraine, the Middle East Conflict and overall geopolitical tensions. Inflationary pressures are still a significant cost factor in major economies globally across food, energy and labor and general materials. The ongoing conflict involving Iran and the Middle East Conflict have contributed to volatility in global oil markets, resulting in rising oil prices. This escalation in oil prices presents an inflation risk for the broader economy. We previously experienced employment vacancies and attrition in the labor market which negatively impacted productivity and drove 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, escalating conflicts in the Middle East, the duration and extent of oil price increases and persistent geopolitical tensions along with the impact of tariff and trade policy continue to foster uncertainty.
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 Food and 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. These investments included, among other things, enhancing our cleaning and sanitation protocols, our environmental monitoring programs, and quality oversight, as well as additional quality and operations personnel. These changes have resulted in higher costs and lower manufacturing output and production yields across our infant formula network. In March 2025, the U.S. Department of Health and Human Services (HHS) launched
Operation Stork Speed, a regulatory initiative aimed at strengthening the safety, quality, transparency, and resilience
of the U.S. infant formula supply. This initiative intends to review the nutrients used in infant nutrition, expand testing
for contaminants, and enhance labelling expectations, and will evaluate potential future regulatory updates. In addition, Operation Stork Speed extends the FDA’s personal importation policy, which allows individuals to import certain infant formula products for personal use, thereby potentially increasing competitive pressures in the U.S. infant formula market. Together, these measures may introduce new compliance and regulatory obligations and may affect competitive dynamics in the U.S. market.
As previously disclosed, we received a warning letter from the FDA on August 30, 2023 relating to the Perrigo Wisconsin infant formula facility, which we 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.
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 Form FDA 483. In February 2026, the FDA conducted an additional inspection of the Perrigo Wisconsin infant formula facility and issued a Form 483. The matters raised in the February 2026 Form 483 do not
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Perrigo Company plc - Item 2
Executive Overview
relate to a production batch or an actual or potential recall of past production. We have initiated corrective actions and will continue to work collaboratively with the FDA.
We incurred 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 achieve this remediation plan were approximately $22.6 million with approximately 95% of such costs incurred during the year ended December 31, 2024.
We have been focusing on rebuilding market share, while managing the additional cost and production processes. Although we have gained market share in non-WIC infant formula powder, heightened competition from existing and new entrants, particularly as a result of continued regulatory forbearance allowing imported infant formulas has led to increased supply of infant formula in the United States, and the previously disclosed lost distribution of the Good Start® brand have hindered our efforts to recover our previous market share. On November 5, 2025, we announced a strategic review of our Infant Formula business that included reassessing the previously announced NNO project and related investments. The review assessed a full range of alternatives for the business. See Nutrition Network Optimization; Strategic Review above.
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 broader Middle East 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, an escalation in military activity in the Strait of Hormuz and 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 nine months ended September 26, 2026 at the average exchange rates for the reporting period and average exchange rates for the three and nine months ended September 27, 2025.
CONSOLIDATED FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | ||||||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | ||||||||||||
| Net sales | $ | 988.6 | $ | 1,043.3 | ||||||||||
Gross profit | $ | 320.8 | $ | 377.1 | ||||||||||
Gross profit % | 32.4 | % | 36.1 | % | ||||||||||
Operating income | $ | 23.1 | $ | 72.6 | ||||||||||
Operating income % | 2.3 | % | 7.0 | % | ||||||||||
Net sales decreased $54.7 million, or 5.2%, due primarily to:
•$18.9 million decrease, or 1.9%, due primarily to soft consumption in our Self Care segment, which led to more measured retailer inventory positioning ahead of the cough and cold season within the Pain & Sleep and Upper Respiratory categories. These factors were partially offset by continued market share gains in the Specialty Care and Self Care reporting segments, supported by innovation launches;
•$30.2 million decrease due primarily to the sale of the Dermacosmetics Business that completed in April 2026; as well as
•$5.1 million decrease from unfavorable foreign currency translation.
Operating income decreased $49.5 million, or 68.2%, due primarily to:
•$56.3 million decrease in gross profit due to the impacts of planned under-absorption stemming from lower production volumes in Infant Formula, the impact of divestitures, and the impact of lower net sales volumes, primarily within the Skin Health and Upper Respiratory categories, partially offset by the contribution from innovation gains and the net recognition of a recovery of a portion of previously paid tariffs of approximately $5 million. 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 as well as impacts from unfavorable mix. This was partially offset by
•$6.8 million decrease in operating expenses driven by decreased expenses for restructuring activities compared to the prior year period, partially offset by increased administration costs.
Nine Month Comparison
| Nine Months Ended | ||||||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | ||||||||||||
| Net sales | $ | 2,980.6 | $ | 3,143.5 | ||||||||||
Gross profit | $ | 960.2 | $ | 1,132.3 | ||||||||||
Gross profit % | 32.2 | % | 36.0 | % | ||||||||||
| Operating income (loss) | $ | (325.8) | $ | 164.9 | ||||||||||
Operating income % | (10.9) | % | 5.2 | % | ||||||||||
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Perrigo Company plc - Item 2
Consolidated
Net sales decreased $162.9 million, or 5.2%, due primarily to:
•$135.6 million decrease, or 4.4%, due primarily to soft consumption and lower retailer inventory levels within the Self Care segment, as well as lower contract manufacturing volumes. These were partially offset by continued market share gains in the Self Care reporting segment, supported by innovation launches;
•$56.0 million decrease due primarily to the sale of the Dermacosmetics Business that completed in April 2026; partially offset by
•$28.7 million increase from favorable foreign currency translation.
Operating income (loss) decreased $490.7 million, or 297.6%, due primarily to:
•$172.2 million decrease in gross profit due to the carry-over impacts of planned under-absorption stemming from lower prior-year sales volumes, the impact of lower net sales volumes, primarily within our Self Care reporting segment, and the impact of divestitures, partially offset by the net recognition of a recovery of a portion of previously paid tariffs of approximately $35 million. Gross profit as a percentage of net sales decreased 390 basis points compared to the prior year due primarily to the same factors that drove gross profit.
•$318.5 million increase in operating expenses driven by the $332.6 million goodwill impairment charge.
SELF CARE FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | |||||||||||||||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||
| Net sales | $ | 612.7 | $ | 633.1 | |||||||||||||||||||
| Segment adjusted operating income | $ | 105.4 | $ | 130.6 | |||||||||||||||||||
| Segment adjusted operating margin | 17.2 | % | 20.6 | % | |||||||||||||||||||
Net sales decreased $20.4 million, or 3.2%, due primarily to:
•$17.9 million decrease, or 2.8%, due primarily to soft consumption, which led to more measured retailer inventory positioning ahead of the cough and cold season within the Pain & Sleep and Upper Respiratory categories, as well as unfavorable impacts from net pricing adjustments. These were partially offset by growth in the Healthy Lifestyle category, driven by continued share gains of store brand nicotine replacement products, and the Digestive Health category, supported by higher volumes of store brand laxative products;
•$1.3 million decrease due primarily to previously announced divestitures; as well as
•$1.3 million decrease from unfavorable foreign currency translation.
Segment adjusted operating income decreased $25.3 million, or 19.4%, due primarily to unfavorable gross profit flow through driven by unfavorable mix and unfavorable impacts from net pricing adjustments, as well as a $1.6 million increase in operating expense driven by higher advertising and promotional investments, partially offset by benefits from the Operational Enhancement Program.
Nine Month Comparison
| Nine Months Ended | |||||||||||||||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||
| Net sales | $ | 1,732.6 | $ | 1,845.9 | |||||||||||||||||||
| Segment adjusted operating income | $ | 252.7 | $ | 337.4 | |||||||||||||||||||
| Segment adjusted operating margin | 14.6 | % | 18.3 | % | |||||||||||||||||||
47
Perrigo Company plc - Item 2
Self Care
Net sales decreased $113.3 million, or 6.1%, due primarily to:
•$126.8 million decrease, or 6.9%, due primarily to continued soft consumption across both the U.S. and Europe, driven in part by lower year-over-year seasonal incidence of cough and cold in the first half of the year, as well as lower retailer inventory levels, unfavorable impacts from net pricing adjustments, and unfavorable mix. This was partially offset by gains driven by innovation;
•$5.4 million decrease due primarily to previously announced divestitures; partially offset by
•$18.9 million increase from favorable foreign currency translation.
Segment adjusted operating income decreased $84.8 million, or 25.1%, due primarily to unfavorable gross profit flow through driven by soft consumption and the carry-over impacts of planned under-absorption stemming from lower prior-year sales volumes, partially offset by a $9.8 million decrease in operating expenses driven by benefits from the Operational Enhancement Program.
SPECIALTY CARE FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | |||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||
| Net sales | $ | 182.4 | $ | 191.2 | |||||||
| Segment adjusted operating income | $ | 31.9 | $ | 42.1 | |||||||
| Segment adjusted operating margin | 17.5 | % | 22.0 | % | |||||||
Net sales decreased $8.8 million, or 4.6%, due primarily to:
•$6.6 million decrease, or 3.5%, due primarily to lower net sales in Skin Health driven by lower store brand sales and contract manufacturing sales of Minoxidil and lower net sales of Mederma®, partially offset by growth in the Women’s Health category led by continued momentum and share gains from ellaOne® and continued growth from Opill®. The decline in Skin Health was partially offset by strong in-season performance from Compeed® and Jungle Formula®; as well as
•$2.1 million decrease from unfavorable foreign currency translation.
Segment adjusted operating income decreased $10.2 million, or 24.2%, due primarily to unfavorable gross profit flow through driven by unfavorable volume/mix, as well as a $5.2 million increase in operating expenses driven by higher advertising and promotional investments.
Nine Month Comparison
| Nine Months Ended | |||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||
| Net sales | $ | 616.0 | $ | 623.4 | |||||||
| Segment adjusted operating income | $ | 135.1 | $ | 150.5 | |||||||
| Segment adjusted operating margin | 21.9 | % | 24.1 | % | |||||||
Net sales decreased $7.3 million, or 1.2%, due primarily to:
•$15.0 million decrease, or 2.4%, due primarily to lower net sales in Skin Health driven by lower store brand sales and contract manufacturing sales of Minoxidil and lower net sales of Mederma®, partially offset by the Women’s Health category led by continued momentum from Opill® and ellaOne®. The decline in Skin Health was partially offset by share gains in Compeed® and Jungle Formula®; partially offset by
•$7.6 million increase from favorable foreign currency translation.
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Perrigo Company plc - Item 2
Specialty Care
Segment adjusted operating income decreased $15.4 million, or 10.2%, due primarily to unfavorable gross profit flow through as a result of the carry-over impacts of prior year manufacturing volume headwinds and unfavorable mix, partially offset by a $6.7 million decrease in operating expenses driven by lower advertising and promotional spend, including planned lower Opill® investment levels.
INFANT FORMULA FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | |||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||
| Net sales | $ | 80.7 | $ | 89.3 | |||||||
| Segment adjusted operating income (loss) | $ | (0.5) | $ | 14.6 | |||||||
| Segment adjusted operating margin | (0.7) | % | 16.3 | % | |||||||
Net sales decreased $8.6 million, or 9.6%, due primarily to:
•$8.5 million decrease, or 9.5%, due primarily to lower contract manufacturing volumes, partially offset by increased net sales of store brand formula.
Segment adjusted operating income (loss) decreased $15.1 million, due primarily to unfavorable gross profit flow through including planned under-absorption stemming from lower production volumes, partially offset by a $7.2 million decrease in operating expenses driven by lower administrative costs as a result of actions taken as part of Nutrition Network Optimization.
Nine Month Comparison
| Nine Months Ended | |||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||
| Net sales | $ | 271.4 | $ | 259.1 | |||||||
| Segment adjusted operating income (loss) | $ | (4.0) | $ | 13.0 | |||||||
| Segment adjusted operating margin | (1.5) | % | 5.0 | % | |||||||
Net sales increased $12.2 million, or 4.7%, due primarily to:
•$12.1 million increase, or 4.7%, due primarily to growth in contract and store brand infant formula, partially offset by lower net sales in branded infant formula as the prior year period was elevated due to customer inventory replenishment.
Segment adjusted operating income (loss) decreased $17.0 million, due primarily to unfavorable gross profit flow through driven by the carry-over impacts of prior-year manufacturing volume headwinds, partially offset by a $17.3 million decrease in operating expenses driven by lower administrative and selling costs as a result of actions taken as part of Nutrition Network Optimization.
ALL OTHER FINANCIAL RESULTS
Three Month Comparison
| Three Months Ended | |||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||
| Net sales | $ | 112.7 | $ | 129.7 | |||||||
| Segment adjusted operating income | $ | 26.6 | $ | 22.5 | |||||||
| Segment adjusted operating margin | 23.6 | % | 17.4 | % | |||||||
49
Perrigo Company plc - Item 2
Infant Formula
Net sales decreased $16.9 million, or 13.1%, due primarily to:
•$29.2 million decrease due to the sale of the Dermacosmetics Business that completed on April 30, 2026;
•$1.6 million decrease from unfavorable foreign currency translation; partially offset by
•$14.1 million increase, or 14.0%, due primarily to favorable volume growth driven by the Oral Care category, contributions from innovation, and favorable impacts from net pricing adjustments.
Segment adjusted operating income increased $4.0 million, or 18.4%, due primarily to a $11.2 million decrease in operating expenses as a result of the absence of expenses associated with the Dermacosmetics Business, partially offset by unfavorable gross profit flow through.
Nine Month Comparison
| Nine Months Ended | |||||||||||
| (in millions, except percentages) | September 26, 2026 | September 27, 2025 | |||||||||
| Net sales | $ | 360.6 | $ | 415.1 | |||||||
| Segment adjusted operating income | $ | 84.1 | $ | 69.0 | |||||||
| Segment adjusted operating margin | 23.3 | % | 16.6 | % | |||||||
Net sales decreased $54.5 million, or 13.1%, due primarily to:
•$50.7 million decrease due to the sale of the Dermacosmetics Business that completed on April 30, 2026;
•$5.9 million decrease, or 1.6%, due primarily to lower net sales in the Oral Care category, partially offset by contributions from innovation and favorable impacts from net pricing adjustments; partially offset by
•$2.1 million increase from favorable foreign currency translation.
Segment adjusted operating income increased $15.1 million, or 21.9%, due primarily to a $23.8 million decrease in operating expenses as a result of the absence of expenses associated with the Dermacosmetics Business, partially offset by lower net sales flow through.
Interest expense, net, Other (income) expense, net and Loss on extinguishment of debt
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (in millions) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||
| Interest expense, net | $ | 37.9 | $ | 40.6 | $ | 117.1 | $ | 119.2 | |||||||||||||||
| Other (income) expense, net | $ | 3.4 | $ | 9.6 | $ | (123.1) | $ | 11.9 | |||||||||||||||
| Loss on extinguishment of debt | $ | — | $ | — | $ | 1.4 | $ | — | |||||||||||||||
Interest expense, net
Interest expense, net during the three and nine months ended September 26, 2026 was comparable to the prior year periods.
Other (income) expense, net
The $6.3 million decrease in Other (income) expense, net during the three months ended September 26, 2026 compared to the prior year period was due primarily to favorable changes in revaluation of foreign currency contracts.
The $135.0 million decrease in Other (income) expense, net during the nine months ended September 26, 2026 compared to the prior year period was due primarily to the gain on sale related to the divestiture of the Dermacosmetics Business (refer to Item 1. Note 3).
Loss on extinguishment of debt
The loss on extinguishment of debt recognized during the nine months ended September 26, 2026 is a result of the Amended and Restated Credit Agreement (refer to Item 1. Note 11).
50
Perrigo Company plc - Item 2
Interest expense, net Other and Change in financial assets
Income Taxes (Consolidated)
The effective tax rates were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||
| 21.1 | % | 43.3 | % | 1.8 | % | 63.7 | % | |||||||||||||
The effective tax rate on pre-tax loss for the three months ended September 26, 2026, decreased when compared to the effective tax rate on pre-tax income for the three months ended September 27, 2025, primarily due to increases in our reserves for uncertain tax positions in 2025, offset by tax benefits resulting from the enactment of the One Big Beautiful Bill Act (“OBBBA”) in 2025 and changes in jurisdictional mix of earnings.
The effective tax rate on pre-tax loss for the nine months ended September 26, 2026, decreased when compared to the effective tax rate on pre-tax income for the nine months ended September 27, 2025, primarily due to a reduction in our reserves for uncertain tax positions in 2026, increases in our reserves for uncertain tax positions in 2025, the impact of goodwill impairments in 2026, offset by impacts related to the Dermacosmetics Business divestiture in 2026 and the impact of the OBBBA in 2025.
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 geopolitical environment, inflation and interest rates, the status of material contingent liabilities, recent financial market volatility, tariffs and potential tariff and trade policies and other uncertainties. 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 deteriorate, favorable capital market opportunities become available, or any change in conditions relating to the war in Ukraine and conflicts in the Middle East, a government shutdown in the United States or elsewhere, 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) | September 26, 2026 | December 31, 2025 | |||||||||
| Cash and cash equivalents | $ | 436.6 | $ | 531.6 | |||||||
Working capital(1) | $ | 956.3 | $ | 1,043.7 | |||||||
(1) Working capital represents current assets less current liabilities, excluding cash and cash equivalents, assets and liabilities held for sale and current indebtedness.
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Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources
Cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities are expected to be sufficient to finance our liquidity and capital expenditures in both the short and long-term. Although our lenders have made commitments to make funds available to us in a timely fashion under our revolving credit agreements and overdraft facilities, if economic conditions worsen 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:
| Nine Months Ended | |||||||||||||||||
| (in millions) | September 26, 2026 | September 27, 2025 | $ Change | ||||||||||||||
| Net cash from operating activities | $ | 65.2 | $ | 63.1 | $ | 2.1 | |||||||||||
| Net cash from (for) investing activities | 323.4 | (50.9) | 374.3 | ||||||||||||||
| Net cash for financing activities | (477.7) | (166.1) | (311.6) | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (8.2) | 29.5 | (37.7) | ||||||||||||||
| Net decrease in cash and cash equivalents | $ | (97.3) | $ | (124.4) | $ | 27.1 | |||||||||||
Net cash from Operating Activities
The $2.1 million increase in operating cash flow was primarily driven by a decrease in working capital, partially offset by a decrease in cash flow from the change in net earnings after adjustments for items including impairment, depreciation and amortization, gain (loss) on sale of business and restructuring.
Net cash from (for) Investing Activities
The $374.3 million increase in investing cash flow was due primarily to proceeds received associated with the sale of the Dermacosmetics Business (refer to Item 1. Note 3).
Net cash for Financing Activities
The $311.6 million decrease in financing cash flow was primarily driven by additional one-time payments made on our outstanding debt during the current year (refer to Item 1. Note 11).
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”, pursuant to a Credit Agreement (the “Credit Agreement”).
On December 15, 2023, we and the Borrower entered into Amendment No. 1 and Incremental Assumption Agreement (the “Amendment”) to the Credit Agreement. The Amendment provided for a fungible add on to the 2022 Term B Loans in an aggregate principal amount of $300.0 million (the “2023 Incremental Term B Loans”). The terms of the 2023 Incremental Term B Loans, including pricing and maturity, are identical to the 2022 Term B Loans. The net proceeds from the 2023 Incremental Term B Loans were used to settle the cash tender offer by 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 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
52
Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources
consideration (excluding accrued interest).
On December 15, 2024, we and the Borrower entered into Amendment No. 2 to the Credit Agreement, which established a new tranche of loans under the Term B Facility (the “Term B Loans”) and which refinanced all of the 2023 Incremental Term B Loans and the 2022 Term B Loans outstanding under the Credit Agreement in the aggregate amount of $984.7 million, which resulted in a repricing to lower interest rate and increased the discount by $1.5 million. The Term B Loans will mature on April 20, 2029.
On March 20, 2026, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Perrigo Investments, the other subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A. and J. P. Morgan SE, as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent and the other lenders party thereto. The Amended and Restated Credit Agreement amends and restates the Credit Agreement to, among other things, (i) extend the maturity of the Revolving Facility (defined below), (ii) eliminate the credit spread adjustment applicable to loans under the Revolving Facility and (iii) amend such other provisions of the Credit Agreement for the benefit of the Company. The Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility maturing on March 20, 2031 (the “Revolving Facility”) and a $972.4 million term loan B facility maturing on April 20, 2029 (the “Term Loan B Facility” and together with the Revolving Facility, the “Senior Secured Credit Facilities”). The outstanding balance and maturity date of the Term Loan B Facility remain unchanged under the Amended and Restated Credit Agreement. The Company used the proceeds from a drawdown on the Revolving Facility to prepay the Term A Loans (as defined in the Credit Agreement) in their entirety, together with any accrued and unpaid interest and fees thereon and pay any associated transaction costs. Refer to Item 1. Note 11.
As of September 26, 2026, we had $967.5 million outstanding under our Term Loan B Facility. As of December 31, 2025, we had $1,394.3 million outstanding under our Term Loan A Facility and Term Loan B Facility. Our short-term debt as of September 26, 2026 of $11.3 million is comprised of (i) amortization payments for the Term B Loans and (ii) lease payments.
Using proceeds received as a result of the Dermacosmetics Business sale, a payment was made in the amount of $335.0 million on the Revolving Facility during the three months ended June 27, 2026. As of September 26, 2026, borrowings outstanding under the Revolving Facility totaled $92.6 million. There were no borrowings outstanding under the Revolver as of December 31, 2025.
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 2029.
We are in compliance with all the covenants under our debt agreements as of September 26, 2026.
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 September 26, 2026 or December 31, 2025.
Leases
We had $171.0 million and $190.5 million of lease liabilities and $161.1 million and $179.3 million of lease assets as of September 26, 2026 and December 31, 2025, 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 September 26, 2026 were Ba3 (negative), B+ (stable), and BB (negative) by Moody's Investors Service ("Moody's"), S&P Global Ratings ("S&P"), and Fitch Ratings Inc. ("Fitch"), respectively.
53
Perrigo Company plc - Item 2
Financial Condition, Liquidity and Capital Resources
The interest rate on the 3.150% Senior Notes due 2030 increased from 4.900% to 5.150% for payments made after December 15, 2025 as a result of previous credit rating adjustments. Interest rate adjustments for the 3.150% Senior Notes due 2030 are subject to a 2.0% cap above the original 3.150% interest rate, ensuring that the interest rate does not exceed 5.150%. This adjustment is contingent upon certain rating events, as outlined in the Notes’ Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc and Wells Fargo Bank, National Association, serving as trustee.
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.
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 Guarantor Subsidiaries, the Borrower and the Company provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.150% 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:
| September 26, 2026 | December 31, 2025 | ||||||||||
| Current assets | $ | 1,694.1 | $ | 1,919.1 | |||||||
| Non-current assets | $ | 2,630.0 | $ | 3,959.8 | |||||||
| Current liabilities | $ | 772.5 | $ | 720.6 | |||||||
| Non-current liabilities | $ | 9,854.8 | $ | 10,216.1 | |||||||
| Due to non-guarantors | $ | 6,215.9 | $ | 6,020.6 | |||||||
54
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:
| Nine Months Ended | ||||||||
| September 26, 2026 | ||||||||
| Total revenues | $ | 2,178.1 | ||||||
| Gross profit | $ | 616.5 | ||||||
| Operating income (loss) | $ | (339.3) | ||||||
| Net income (loss) | $ | (395.1) | ||||||
| Revenue from non-guarantors | $ | 264.1 | ||||||
| Operating expenses to non-guarantors | $ | — | ||||||
| Other (income) expense to non-guarantors | $ | (33.7) | ||||||
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 September 26, 2026 from those provided in our 2025 Form 10-K.
Significant Accounting Policies
There have been no material changes to the significant accounting policies as disclosed in our 2025 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 2025 Form 10-K other than those discussed below.
Goodwill
During the first quarter of 2026, we changed our reporting segments to align with changes in the organization structure. As we transitioned from a geographic segment reporting structure to one that is product category based, our reporting units changed from Consumer Self Care Americas and Consumer Self Care International to Self Care, Skin Health, Women’s Health, Infant Formula, Oral Care, and Other. In connection with the segment reorganization, we prepared a quantitative goodwill impairment test based on the new reporting units as of January 1, 2026. We determined that the carrying value of the Women’s Health, Infant Formula, and Oral Care reporting units exceeded their estimated fair values. As a result, we recognized a goodwill impairment charge of $77.4 million for the Women’s Health reporting unit, resulting in a remaining goodwill balance of $107.1 million as of March 28, 2026. We also fully impaired the Infant Formula and Oral Care reporting units, recording goodwill impairment charges of $66.3 million and $187.2 million, respectively. We continue to monitor the Self Care, Skin Health, and Women’s Health reporting units for indicators of impairment and will perform impairment assessments as required, including our annual impairment testing during the fourth quarter.
The cash flow forecasts used for our reporting units include assumptions about future activity levels in the near term and longer-term. If growth in our reporting units is lower than expected, we may experience deterioration in our cash flow forecasts that may indicate goodwill in one or more reporting units is impaired in future impairment tests. Certain macroeconomic factors which are not controlled by the reporting units, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. An increase in the discount rate could negatively impact
55
Perrigo Company plc - Item 2
Critical Accounting Estimates
the estimated fair value of the reporting units and lead to future impairment. Furthermore, our estimates of fair value give consideration to the level of implied control premium, which is the amount a buyer is willing to pay over the current market price of a company (i.e. market capitalization) to acquire a controlling interest. We have experienced significant decreases in our market capitalization. We may experience further sustained decreases in our market capitalization which could imply an impairment of one or more of our reporting units. Each of the reporting unit fair value includes material benefits from our Corporate-led initiatives and, as a result, is sensitive to changes in estimates related to these initiatives. Reductions in the net projected benefits could represent a potential indicator of impairment requiring further impairment analysis.
We performed sensitivity analyses on the discounted cash flow valuations that were prepared to estimate the fair value of each reporting unit with goodwill remaining. The Self Care reporting unit continued to have passing margin with a 100 basis point increase in discount rate or a 100 basis point decrease in perpetual revenue growth rates. The Skin Health reporting unit’s fair value indicated impairment with a 25 basis point increase in discount rate and a 75 basis point decrease in perpetual revenue growth rates. The Women’s Health fair value equals its carrying value and therefore is sensitive to any negative change in discount rates and perpetual revenue growth rates.
The Women’s Health and the Skin Health reporting units have passing margins of less than 10%. An increase in the discount rate over the next twelve months could negatively impact the estimated fair values of the reporting units and lead to a future impairment. Certain macroeconomic factors which are not controlled by the reporting units, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. Deterioration in performance of our reporting units over the next twelve months, such as lower than expected revenue or profitability that has a sustained impact on future periods, could also represent potential indicators of impairment requiring further impairment analysis. We have experienced significant decreases in our market capitalization. Given the sensitivity of assumptions on control premium, further decreases in our market capitalization in the next twelve months, could represent a potential impairment indicator requiring further impairment analysis.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of our 2025 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our Interim 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 September 26, 2026. Based upon that evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended September 26, 2026 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.
56
Perrigo Company plc - Item 1A
Risk Factors
ITEM 1A. RISK FACTORS
Our 2025 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.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended September 26, 2026, no director or executive officer adopted terminated
ITEM 6. EXHIBITS
Exhibit Number | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 10.1* | |||||||||||
| 10.2* | |||||||||||
| 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. | ||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
| 104 | Cover Page Interactive Data 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: | November 4, 2026 | /s/ Albert A. Manzone | |||||||||
| Albert A. Manzone | |||||||||||
| Interim Chief Executive Officer and President | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | November 4, 2026 | /s/ Eduardo Bezerra | |||||||||
| Eduardo Bezerra | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Accounting and Financial Officer) | |||||||||||
58
Exhibit 22
Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant
As of September 26, 2026, 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 5.150% 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 | ||||||
| L. Perrigo Company | Guarantor | Guarantor | ||||||
| OCE-BIO BV | Guarantor | Guarantor | ||||||
Perrigo Belgium NV | Guarantor | Guarantor | ||||||
Perrigo Capital NV | 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 | ||||||
| PBM Canada Holdings, LLC | Guarantor | Guarantor | ||||||
| PBM Nutritionals, LLC | Guarantor | Guarantor | ||||||
| PBM Products, LLC | Guarantor | Guarantor | ||||||
| Perrigo Americas Holdings, Inc | Guarantor | Guarantor | ||||||
| Perrigo Company | Guarantor | Guarantor | ||||||
Perrigo Company Plc (“Parent”) | 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, 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 Supply Chain International Designated Activity 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 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 UK Acquisition Limited | Guarantor | Guarantor | ||||||
| PMI Branded Pharmaceuticals, Inc. | Guarantor | Guarantor | ||||||
| Ranir (Holdings) Limited | Guarantor | Guarantor | ||||||
| Ranir Global Holdings, LLC | Guarantor | Guarantor | ||||||
| Ranir, LLC | Guarantor | Guarantor | ||||||
| Wrafton Laboratories Limited | Guarantor | Guarantor | ||||||
Exhibit 31.1
CERTIFICATION
I, Albert A. Manzone, 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: November 4, 2026
| /s/ Albert A. Manzone | ||
| Albert A. Manzone | ||
| Interim 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: November 4, 2026
| /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 September 26, 2026 (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: | November 4, 2026 | /s/ Albert A. Manzone | |||||||||
| Albert A. Manzone | |||||||||||
| Interim Chief Executive Officer and President | |||||||||||
| Date: | November 4, 2026 | /s/ Eduardo Bezerra | |||||||||
| Eduardo Bezerra | |||||||||||
| Chief Financial Officer | |||||||||||