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

~~Note 12~~

NOTE 1213 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in our AOCI balances, net of tax were as follows (in millions):



	Fair Value of Derivative Financial Instruments, net of tax			Foreign Currency Translation Adjustments		Post-Retirement and Pension Liability Adjustments, net of tax			Total AOCI
Balance at December 31, 2018	$	(15.5	)	$	104.5	$	(4.4	)	$	84.6
OCI before reclassifications	0.2			11.0		—			11.2
Amounts reclassified from AOCI	4.2			—		(0.5		)	3.7
Other comprehensive loss	$	4.4		$	11.0	$	(0.5	)	$	14.9
Balance at June 29, 2019	$	(11.1	)	$	115.5	$	(4.9	)	$	99.5

Foreign currency translation adjustments Fair value of derivative financial instruments, net of tax Fair value of investment securities, net of tax Post-retirement and pension liability adjustments, net of tax Total AOCI
Balance at December 31, 2016 $ (67.9 ) $ (19.5 ) $ 15.1
$ (9.5 ) $ (81.8 )
OCI before reclassifications 289.9
4.4
(22.8 ) (1.2 ) 270.3
Amounts reclassified from AOCI —
4.3
(1.6 ) —
2.7
Other comprehensive income (loss) 289.9
8.7
(24.4 ) (1.2 ) 273.0
Balance at September 30, 2017 $ 222.0
$ (10.8 ) $ (9.3 ) $ (10.7 ) $ 191.2

NOTE 1314 – INCOME TAXES

The effective tax rates were as follows:



Three Months Ended				Six Months Ended
June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
66.6	%	34.5	%	32.5	%	29.4	%

Three Months Ended Nine Months Ended
September 30,
2017 October 1,
2016 September 30,
2017 October 1,
2016
65.5 % 16.4 % 68.7 % 17.2 %

The effective tax rate for the ~~nine~~three months ended ~~September 30, 2017 was negatively impacted by non-deductible fees related~~June 29, 2019increased compared to ~~our debt cancellation, discrete tax items, and additional valuation allowances recorded against deferred tax assets.~~

~~Our tax rate is subject~~the prior year period due primarily to ~~adjustment over the balance of the fiscal year due to, among other things: the jurisdictions in which our profits are determined to be earned and taxed;~~ changes in the ~~valuation~~jurisdictional mix of ~~our deferred~~pre-tax book income and a $27.8 million reduction in pre-tax income due to an impairment charge related to a definite-lived intangible asset.

The effective tax ~~assets and liabilities; adjustments~~rate for the six months ended June 29, 2019increased compared to ~~estimated taxes upon finalization~~the prior year period due primarily to changes in the jurisdictional mix of ~~various tax returns; adjustments based on differing interpretations~~pre-tax book income.

On October 31, 2018, we received an audit finding letter from the Irish Office of the ~~applicable transfer pricing standards; changes in available tax credits, grants and other incentives; changes in stock-based compensation expense; changes in tax laws or~~Revenue Commissioners (“Irish Revenue”) for the interpretation of such tax laws (for example, proposals for fundamental U.S. international tax reform); changes in U.S. GAAP; and expiration of or the inability to renew tax rulings or tax holiday incentives.

~~The total liability for uncertain tax positions was $454.9 million and $398.0 million as of September 30, 2017~~years ended December 31, 2012 and December 31, ~~2016, respectively, before considering~~2013. The audit finding letter relates to the ~~federal~~ tax ~~benefit~~treatment of ~~certain state~~the 2013 sale of the Tysabri^® intellectual property and ~~local items.~~

~~We recognize interest and penalties~~other assets related to ~~uncertain~~Tysabri^® to Biogen Idec from Elan Pharma. The consideration paid by Biogen to Elan Pharma took the form of an upfront payment and future contingent royalty payments. Irish Revenue issued a Notice of Amended Assessment (“NoA”) on November 29, 2018 which assesses an Irish corporation tax ~~positions~~liability against Elan Pharma in the amount of €1,636 million, not including interest or any applicable penalties. We disagree with this assessment and believe that the NoA is without merit and incorrect as a ~~component~~matter of ~~income tax expense.~~law. We filed an appeal of the NoA on December 27, 2018 and will pursue all available administrative and judicial avenues as may be necessary or appropriate. As part of this strategy to pursue all available administrative and judicial avenues, Elan Pharma was, on February 25, 2019, granted leave by the Irish High Court to seek judicial review of the issuance of the NoA by Irish Revenue. The ~~total amount accrued for interest~~judicial review filing is based on our belief that Elan Pharma's legitimate expectations as a taxpayer have been breached, not on the merits of the NoA itself. The High Court has scheduled a hearing in this judicial review proceeding in April 2020, and ~~penalties~~we would expect a decision in this matter in the ~~liability for uncertain tax positions was $79.0 million~~second half of 2020. If we are ultimately successful in the judicial review proceedings the NoA will be invalidated and ~~$63.5 million as of September 30, 2017 and December 31, 2016, respectively.~~Irish Revenue will not be able to re-issue the NoA. The proceedings before the Tax Appeals Commission have been stayed until a decision on the judicial review application has been made.

We file income tax returns in numerous jurisdictions and are therefore subject to audits by tax authorities. Our primary income tax jurisdictions are Ireland, the United States, Israel, Belgium, France, and the United Kingdom.

On August 15, 2017, we filed a complaint in the United States District Court for the Western District of Michigan to recover $163.6 million of Federal income tax, penalties, and interest assessed and collected by the ~~Internal Revenue Service (“IRS”),~~IRS, plus statutory interest thereon from the dates of payment, for the fiscal years ended June 27, 2009, June 26, 2010, June 25, 2011, and June 30, 2012 (the “2009 tax year,” “2010 tax year,” “2011 tax year,” and “2012 tax year,” respectively). The IRS audits of those years culminated in the issuances of two statutory notices of deficiency: (1) on August 27, 2014 for the 2009 and 2010 tax years and (2) on April 20, 2017 for the 2011 and 2012 tax years. The statutory notices of deficiency both included un-agreed income adjustments related principally to transfer pricing adjustments regarding the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the

Perrigo Company plc - Item 1

Note 14

United States. In addition, the statutory notice of deficiency for the 2011 and 2012 tax years included the capitalization of certain expenses that were deducted when paid or incurred in defending

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

~~Note 13~~

against certain patent infringement lawsuits. We fully paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and filed timely claims for refund on June 11, 2015 and June 7, 2017 for the 2009-2010 tax years and 2011-2012 tax years, respectively. Our claims for refund were disallowed by certified letters dated August 18, 2015 and July 11, 2017, for the 2009-2010 tax years and 2011-2012 tax years, respectively. The complaint was timely, based upon the refund claim denials, and seeks refunds of tax, interest, and penalties of $37.2 million for the 2009 tax year, $61.5 million for the 2010 tax year, $40.2 million for the 2011 tax year, and $24.7 million for the 2012 tax year. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017. The cumulative deferred charge as recorded on the balance sheet is $29.7 million lower than the amounts reflected above due to overpayments credited to succeeding years, such that the actual refund the company is seeking to receive will be reduced by that amount. In addition, we recently conceded a royalty due to Perrigo U.S. on all omeprazole sales that equates to a 24% of our refund claims and any omeprazole adjustments that may be asserted by the IRS for future years.

On July 11, 2017, we received a draft Notice of Proposed Adjustment (“NOPA”) associated with transfer pricing positions for the IRS audit of Athena Neurosciences, Inc. (“Athena”), a subsidiary of Elan acquired in 1996, for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. Athena was the originator of the patents associated with Tysabri^® prior to the acquisition of Athena by Elan in 1996. The draft NOPA asserted that when Elan took over the future funding of Athena’s in-process R&D in 1996, after it acquired Athena in 1996, it should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. In response to the draft NOPA, we provided the IRS with substantial additional documentation supporting our position. On April 26, 2019, we received a revised NOPA from the IRS regarding transfer pricing positions related to the IRS audit of Athena for the years ended December 31, 2011, 2012 and 2013. The NOPA carries forward the theory from a 2017 draft NOPA. The revised NOPA proposes a payment of $843.0 million, which represents additional tax and a 40.0% penalty. This amount excludes consideration of offsetting tax attributes and potentially material interest. We strongly disagree with the IRS position and will pursue all available administrative and judicial remedies, including potentially those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. No payment of the additional amounts is required until the matter is resolved administratively, judicially, or through treaty negotiation.

On December 22, 2016, we received a notice of proposed adjustment for the IRS audit of Athena ~~Neurosciences, Inc. (“Athena”), a subsidiary of Elan acquired in 1996,~~ for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. Perrigo acquired Elan in December 2013. This proposed adjustment relates to the deductibility of litigation costs. We disagree with the IRS’s position asserted in the notice of proposed adjustment and intend to contest it.

On July 11, 2017, we received a draft notice of proposed adjustment associated with transfer pricing positions for the IRS audit of Athena for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. Athena was the originator of the patents associated with Tysabri^® prior to the acquisition of Athena by Elan in 1996. The amount of adjustments that may be asserted by the IRS in the final notice of proposed adjustment cannot be quantified at this time; however, based on the draft notice received, the amount to be assessed may be material. We disagree with the IRS’s position as asserted in the draft notice of proposed adjustment and intend to contest it.

We have ongoing audits in multiple other jurisdictions the resolution of which remains uncertain. These jurisdictions include, but are not limited to, the United States, ~~Israel~~Ireland and ~~France.~~other jurisdictions in Europe. In addition to the matters discussed above, the IRS is currently auditing our fiscal years ended June 29, 2013, June 28, 2014, and June 27, ~~2015.~~2015 (which covers the period of the Elan transaction). The Israel Tax ~~Authority is currently auditing~~Authority's audit of our fiscal years ended June 29, 2013 and June 28, ~~2014. The French~~2014 concluded with no material impact to the financial statements and the Israel Tax Authority is ~~currently~~now auditing ~~the~~our fiscal years ended December ~~2014,~~31, 2015, December ~~2015,~~31, 2016 and December ~~2016.~~31, 2017.

Perrigo Company plc - Item 1

Note 15

NOTE 1415 – ~~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 30, 2017,~~June 29, 2019, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to, individually or in the aggregate, to have a material adverse effect on our financial condition, results of operations, or cash flows.

~~Antitrust Violations~~

~~We have been named as a counterclaim co-defendant in the lawsuit~~ ~~Fera Pharmaceuticals, LLC v. Akorn, Inc., et al.~~, in which Akorn, Inc. (“Akorn”) alleges tortious interference and antitrust violations against us and Fera Pharmaceuticals, LLC (“Fera”). This litigation arises from our acquisition of bacitracin ophthalmic ointment from Fera in 2013. Akorn asserts claims under Sections 1 and 2 of the Sherman Antitrust Act alleging that we and Fera conspired to monopolize, attempted to monopolize, and did unlawfully monopolize the market for sterile bacitracin ophthalmic ointment in the United States through the use of an exclusive agreement with a supplier of sterile bacitracin active pharmaceutical ingredient. The lawsuit is currently pending in the Southern District of New York. Trial was rescheduled from January 2018 to February 2018. Akorn seeks damages, injunctive relief, and attorney’s fees. Any award of antitrust damages would be subject to trebling under antitrust laws. An estimate of any possible loss cannot be determined at this time.

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

~~Note 14~~

We believe the claims are without merit and intend to defend them vigorously. We have preserved our indemnification rights against Fera for potential liability, defense costs, and expenses incurred as a result of this litigation.

Price-Fixing Lawsuits

We have been named as a co-defendant with certain other generic pharmaceutical manufacturers in a number of ~~cases~~class actions alleging that we and other manufacturers of the same product engaged in anti-competitive behavior to fix or raise the prices of certain drugs and/or allocate customers starting, in some instances, as early as June 2013. The class actions were filed on behalf of putative classes of (a) direct purchasers, (b) end payors, and (c) indirect resellers. The products in question are Clobetasol gel, Desonide, and Econazole. ~~These~~The same class plaintiffs have filed complaints naming us as a co-defendant, along with 27 other manufacturers, alleging an overarching conspiracy to fix or raise the prices of 15 generic prescription pharmaceutical products starting in 2011. Perrigo manufactures only two of the products at issue, Nystatin cream and Nystatin ointment.

We have also been named a co-defendant along with 35 other manufacturers in a complaint filed by three supermarket chains alleging that defendants conspired to fix prices of 31 generic prescription pharmaceutical products starting in 2013. The only allegations specific to us relate to Clobetasol, Desonide, Econazole, Nystatin cream, and Nystatin ointment.

On August 3, 2018, a large managed care organization filed a complaint against us alleging price-fixing and customer allocation concerning 17 different products among 27 manufacturers including Perrigo. The only allegations specific to us concern Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment.

Most recently, on January 16, 2019, a similar suit was brought by a health insurance carrier in the U.S. District Court for the District of Minnesota alleging aconspiracy to fix prices of 30 products among 30 defendants. The only allegations specific to us concern Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment.

Certain complaints listed above were amended in December 2017, January 2018, and April 2019. All of the above complaints have been consolidated for pretrial proceedings, along with complaints filed against other companies alleging price fixing with respect to 15more than two dozen other drugs, ~~have been consolidated for pretrial proceedings~~ as part of a case captioned In re Generic Pharmaceuticals Pricing Antitrust Litigation, MDL No. ~~2724.~~ 2724 in the U.S. District Court for the Eastern District of Pennsylvania.

Pursuant to the court’s schedule staging various cases in phases, we ~~have~~ moved to dismiss the complaints relating to Clobetasol and Econazole. The court issued a decision denying the motions in part in October 2018 and issued a second decision in February 2019 dismissing various state law claims, but allowing other state law claims to proceed. We filed answers to the Clobetasol gel complaints on December 31, 2018. We filed answers to the Desonide and Econazole complaints on March 15, 2019.

Motions to dismiss certain other complaints listed above were filed on February 21, 2019. Plaintiffs’ oppositions were due on May 2, 2019 and defendants’ replies were filed on June 13, 2019. Certain deposition discovery is allowed to proceed as of the court’s July 15, 2019 order in all cases and documentary discovery is also proceeding. At this stage, we cannot reasonably predict the outcome of the liability, if any, associated with these claims.

Perrigo Company plc - Item 1

Note 15

Securities Litigation

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

On May 18, 2016, a shareholder filed a securities case against us and our former CEO, Joseph Papa, in the U.S. District Court for the District of New Jersey (Roofers’ Pension Fund v. Papa, et al.). The plaintiff purported to represent a class of shareholders for the period from April 21, 2015 through May 11, 2016, inclusive. The original complaint alleged violations of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against both defendants and 20(a) control person liability against Mr. Papa. In general, the allegations concerned the actions taken by us and the former executive to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015. The plaintiff also alleged that the defendants provided inadequate disclosure concerning alleged integration problems related to the Omega acquisition in the period from April 21, 2015 through May 11, 2016. On July 19, 2016, a different shareholder filed a securities class action against us and our former CEO, Joseph Papa, also in the District of New Jersey (Wilson v. Papa, et al.). The plaintiff purported to represent a class of persons who sold put options on our shares between April 21, 2015 and May 11, 2016. In general, the allegations and the claims were the same as those made in the original complaint filed in the Roofers' Pension Fund case described above. On December 8, 2016, the court consolidated the Roofers' Pension Fund case and the Wilson case under the Roofers' Pension Fund case number. In February 2017, the court selected the lead plaintiffs for the consolidated case and the lead counsel to the putative class. In March 2017, the court entered a scheduling order.

On June 21, 2017, the court-appointed lead plaintiffs filed an amended complaint that superseded the original complaints in theRoofers’ Pension Fund case and the Wilson case. ~~The~~In the amended complaint, the lead plaintiffs seek to represent ~~a class~~three classes of shareholders ~~for~~- shareholders who purchased shares during the period April 21, 2015 through May 3, 2017 ~~and identifies three subclasses - shareholders who traded during the entire period~~ on the U.S. exchanges; shareholders who ~~traded~~purchased shares during the ~~entire~~same period on the Tel Aviv exchange; and shareholders who ~~traded during the period while~~owned shares on November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (the final day of the Mylan tender ~~offer was pending (April 21, 2015 through November 13, 2015).~~offer) regardless of whether the shareholders tendered their shares. The amended complaint names as defendants us and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The amended complaint alleges violations of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals. In general, the allegations concern the actions taken by us and the former executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure throughout the entire class period related to purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company and at Omega, alleges price fixing activities with respect to six generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri^® royalty stream. The amended complaint does not include an estimate of damages. ~~In August~~During 2017, the defendants filed motions to dismiss, which the ~~amended complaint. The~~ plaintiffs ~~filed their opposition~~opposed. On July 27, 2018, the court issued an opinion and order granting the defendants’ motions to dismiss in ~~October 2017. The defendants filed replies in support of~~part and denying the motions to dismiss in ~~November 2017.~~part. The court dismissed without prejudice defendants Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, Donal O’Connor, and Marc Coucke. The court also dismissed without prejudice claims arising from the Tysabri^® accounting issue described above and claims alleging incorrect disclosure of organic growth described above. The defendants who were not dismissed are Perrigo Company plc, Joe Papa, and Judy Brown. The claims (described above) that were not dismissed relate to the integration issues regarding the Omega acquisition and the alleged price fixing activities with respect to six generic prescription pharmaceuticals. The defendants who remain in the case (the Company, Mr. Papa, and Ms. Brown) have filed answers denying liability, and the discovery stage of litigation has ~~not indicated whether there will be oral argument of the motions or whether the court will decide the motions on the papers.~~begun. We intend to defend the lawsuit vigorously.

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

~~Note 14~~

On November 1, 2017, Carmignac Gestion, S.A., filed a securities lawsuit against us and three individuals (former Chairman and CEO Joseph Papa, former CFO Judy Brown, and former Executive Vice President and Board member Marc Coucke). This lawsuit is not a securities class action. The case is styled Carmignac Gestion, S.A. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b-5), 14(e), and 18 against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiff’s allegations focus on events during the period from April 2015 through April 2016. Plaintiff contends that the defendants provided

Perrigo Company plc - Item 1

Note 15

inadequate disclosure throughout the period concerning the valuation and integration of Omega, the financial guidance provided by us during that period, our reporting about the generic prescription pharmaceutical business and its prospects, and the activities surrounding the efforts to defeat the Mylan tender offer during 2015. Many of the allegations in this ~~newly-filed~~ case overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case described above. The plaintiff does not provide an estimate of damages. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above) the parties to this case conferred about how this case should proceed. Because this plaintiff made some factual allegations that were not asserted in the Roofers’ Pension Fund case, the parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. We intend to defend the lawsuit vigorously.

On January 16, 2018, Manning & Napier Advisors, LLC filed a securities lawsuit against us and three individuals (former Chairman and CEO Joseph Papa, former CFO Judy Brown, and former Executive Vice President and Board member Marc Coucke). This lawsuit is not a securities class action. The case is styled Manning & Napier Advisors, LLC v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b-5) and 18 against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiff’s allegations focus on events during the period from April 2015 through May 2017. Plaintiff contends that the defendants provided inadequate disclosure at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^®asset. Many of the allegations in this case overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above. The plaintiff does not provide an estimate of damages. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above) the parties to this case conferred about how this case should proceed. Because this plaintiff made some factual allegations that were not asserted in the Roofers’ Pension Fund case, the parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. We intend to defend the lawsuit vigorously.

On January 26, 2018, two different plaintiff groups (the Mason Capital group and the Pentwater group) each filed a lawsuit against us and the same individuals who are defendants in the amended complaint in the securities class action case described above (Roofers’ Pension Fund case). The same law firm represents these two plaintiff groups, and the two complaints are substantially similar. These two cases are not securities class actions. One case is styled Mason Capital L.P., et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The other case is styled Pentwater Equity Opportunities Master Fund Ltd., et al. v. Perrigo Company plc, et al., and also was filed in the U.S. District Court for the District of New Jersey. Both cases are assigned to the same federal judge that is hearing the class action case and the other individual cases described above (Carmignac and Manning & Napier). Each complaint asserts claims under Securities Exchange Act sections 14(e) (related to tender offer disclosures) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiffs' allegations describe events during the period from April 2015 through May 2017. Plaintiffs contend that the defendants provided inadequate disclosure during the tender offer period in 2015 and point to disclosures at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® asset. Many of the factual allegations in these two cases overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above and the allegations in the Carmignac case described above. The plaintiffs do not provide an estimate of damages. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to these cases conferred about how these cases should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in these cases. The defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the cases has begun. We intend to defend the lawsuits vigorously.

Perrigo Company plc - Item 1

Note 15

On February 13, 2018, a group of plaintiff investors affiliated with Harel Insurance Investments & Financial Services, Ltd. filed a lawsuit against us and the same individuals who are defendants in the amended complaint in the securities class action case described above (Roofers’ Pension Fund case). This lawsuit is not a securities class action. The new complaint is substantially similar to the amended complaint in the Roofers' Pension Fund case. The relevant period in the new complaint stretches from February 2014 to May 2, 2017. The complaint adds as defendants two individuals who served on our Board prior to 2016. The case is styled Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey and is assigned to the same federal judge that is hearing the class action cases and the four other individual cases described above (Carmignac, Manning & Napier, Mason Capital, and Pentwater). The Harel Insurance Company complaint asserts claims under Securities Exchange Act section 10(b) (and related SEC Rule 10b‑5) and section 14(e) (related to tender offer disclosures) against all defendants as well as 20(a) control person liability against the individual defendants. The complaint also asserts claims based on Israeli securities laws. In general, the plaintiffs' allegations describe events during the period from February 2014 through May 2017. Plaintiffs contend that the defendants provided inadequate disclosure during the tender offer events in 2015 and point to disclosures at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® asset from February 2014 until the withdrawal of past financial statements in April 2017. Many of the factual allegations in this case overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above and the allegations in the four opt out cases also described above. The plaintiffs do not provide an estimate of damages. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the litigation has begun. We intend to defend the lawsuit vigorously.

On February 16, 2018, First Manhattan Company filed a securities lawsuit against us and three individuals (former Chairman and CEO Joseph Papa, former CFO Judy Brown, and former Executive Vice President and Board member Marc Coucke). This lawsuit is not a securities class action. The case is styled First Manhattan Co. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the five other opt out cases. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b-5), 14(e), and 18 against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiff’s allegations focus on events during the period from April 2015 through May 2017. Plaintiff contends that the defendants provided inadequate disclosure at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® asset. This lawsuit was filed by the same law firm that filed the Manning & Napier Advisors case and the Carmignac case described above and generally makes the same factual assertions as in the Manning & Napier Advisors case. Many of the allegations in this case overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above. The plaintiff does not provide an estimate of damages. On April 20, 2018, the plaintiff filed an amended complaint that did not materially change the factual allegations of the original complaint. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. Because this plaintiff made some factual allegations that were not asserted in the Roofers’ Pension Fund case, the parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case and the remaining defendants filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. We intend to defend the lawsuit vigorously.

On April 20, 2018, a group of plaintiff investors affiliated with TIAA-CREF filed a lawsuit against us and the same individuals who are the defendants in the Harel Insurance case complaint. This lawsuit is not a securities class action. The law firm representing the plaintiffs in the Harel Insurance case also represents the TIAA-CREF plaintiff entities in this case, and the new complaint is substantially similar to the Harel Insurance complaint. The relevant period in the new complaint is August 14, 2014 to May 2, 2017 inclusive. The case is styled TIAA-CREFInvestment Management, LLC., et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey and is assigned to the same federal judge that is hearing the class action case and the six other individual cases described above (Carmignac, Manning & Napier, Mason Capital, Pentwater, Harel Insurance,

Perrigo Company plc - Item 1

Note 15

and First Manhattan). The TIAA-CREFInvestment Management complaint asserts claims under Securities Exchange Act section 10(b) (and related SEC Rule l0b-5), section 14(e) (related to tender offer disclosures) against all defendants as well as section 20(a) control person liability against the individual defendants. In general, plaintiffs' allegations describe events during the period from August 2014 through May 2017. Plaintiffs contend that the defendants provided inadequate disclosure during the tender offer events in 2015 and point to disclosures at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® asset from August 2014 until the withdrawal of past financial statements in April 2017. Many of the factual allegations in this case also overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above. The plaintiffs do not provide an estimate of damages. After the court issued its July 2018 opinion in the Roofers’ Pension Fund case (described above) the parties to this case conferred about how this case should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to this case and the remaining defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the litigation has begun. We intend to defend the lawsuit vigorously.

On October 29, 2018, Nationwide Mutual Funds and Nationwide Variable Insurance Trust (both on behalf of several fund series) filed a securities lawsuit against us and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the seven other opt out cases. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b-5), and 14(e) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiffs' allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by us during that period, and alleged price fixing activities with respect to six generic prescription pharmaceuticals. This lawsuit was filed by the same law firm that filed the First Manhattan case, the Manning & Napier Advisors case, and the Carmignac case described above and generally makes the same factual assertions as in the Manning & Napier case. The complaint does not include factual allegations that the Court dismissed in the July 2018 ruling in the Roofer’s Pension Fund case also described above. Many of the allegations in this case also overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case described above. The plaintiff does not provide an estimate of damages. The defendants (the Company, Mr. Papa, and Ms. Brown) filed a motion to dismiss addressing the additional allegations in this case. On July 31, 2019, the court granted the motion to dismiss in part and denied it in part. The case is now in the discovery phase. We intend to defend the lawsuit vigorously.

On November 15, 2018, a group of plaintiff investors affiliated with Westchester Capital Funds filed a lawsuit against us, our former Chairman and CEO Joseph Papa and our former CFO Judy Brown. This lawsuit is not a securities class action. The same law firm that represents the plaintiffs in the Mason Capital L.P. case and the Pentwater Equity Opportunities Master Fund Ltd. case (described above) represents the affiliates of the Westchester Funds in this lawsuit. The factual allegations of the complaint are substantially similar to the factual allegations of the complaints in the Mason Capital and in the Pentwater cases described above. The case is styled WCM Alternative: Event-Drive Fund, et al. v. Perrigo Co., plc, et al., and is filed in the U.S. District Court for the District of New Jersey. The WCM case is assigned to the same federal judge that is hearing the Roofer’s Fund class action case and the eight other individual cases described above. The complaint asserts claims under Securities Exchange Act sections 10(b) (and SEC Rule 10b‑5) and 14(e) against all defendants as well as 20(a) control person claims against the individual defendants. In general, the plaintiffs’ allegations describe events during the period from April 2015 through May 2017. Plaintiffs contend that the defendants provided inadequate disclosure during the tender offer period in 2015 as well us up through May 3, 2017. Plaintiffs identify disclosures concerning the valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® asset. Many of the factual allegations in this complaint overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case described above. The plaintiffs do not provide an estimate of damages. In view of the court’s July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case. The defendants (the Company, Mr.

Perrigo Company plc - Item 1

Note 15

Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the cases has begun. We intend to defend the lawsuit vigorously.

On November 15, 2018, a group of plaintiff investors affiliated with Hudson Bay Capital Management LP filed a lawsuit against us, our former Chairman and CEO Joseph Papa and our former CFO Judy Brown. This lawsuit is not a securities class action. The same law firm that represents the plaintiffs in the Mason Capital L.P., the Pentwater Equity Opportunities Master Fund Ltd., and the WCM cases (described above) represents the affiliates of Hudson Bay Capital Management in this lawsuit. The factual allegations of the complaint are substantially similar to the factual allegations of the complaints in the Mason Capital, in the Pentwater, and in the WCM cases described above. The case is styled Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al., and is filed in the U.S. District Court for the District of New Jersey. The Hudson Bay Fund case is assigned to the same federal judge that is hearing the Roofer’s Fund class action case and the nine other individual cases described above. The complaint asserts claims under Securities Exchange Act section 14(e) against all defendants and section 20(a) control person claims against the individual defendants. In general, the plaintiffs’ allegations describe events during the period from April 2015 through May 2017. Plaintiffs contend that the defendants provided inadequate disclosure during the tender offer period in 2015 and point to disclosures at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® asset. Many of the factual allegations in this complaint overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case described above. The plaintiffs do not provide an estimate of damages. In view of the court’s July 2018 opinion in the Roofers’ Pension Fund case (described above), the parties to this case conferred about how this case should proceed. The parties agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in this case. The defendants (the Company, Mr. Papa, and Ms. Brown) filed answers denying liability, and the discovery stage of the cases has begun. We intend to defend the lawsuit vigorously.

On January 31, 2019, Schwab Capital Trust and a variety of other Schwab entities filed a securities lawsuit against us and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Schwab Capital Trust, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the ten other opt out cases. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b‑5), and 14(e) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by us during that period, and alleged price fixing activities with respect to six generic prescription pharmaceuticals. This lawsuit was filed by the same law firm that filed the Carmignac case, the Manning & Napier case, the First Manhattan case, and the Nationwide Mutual Funds case described above and generally makes the same factual assertions as in the Nationwide Mutual Funds case. The complaint does not include factual allegations that the court dismissed in the July 2018 ruling in the Roofer’s Pension Fund case also described above. Many of the allegations in this case also overlap with the allegations of the June 2017 amended complaint in the Roofer’s Pension Fund case described above. The plaintiff does not provide an estimate of damages. The parties have agreed that the defendants will not have to respond to the complaint until 45 days after the court decides the motion to dismiss pending in the Carmignac, Manning & Napier, First Manhattan, and Nationwide Mutual cases described above. On July 31, 2019, the court granted in part and denied in part the motion to dismiss in the Carmignac and related cases; therefore this case has now also moved into the discovery phase. We intend to defend the lawsuit vigorously.

On February 6, 2019, OZ Master Fund, Ltd. and a related entity filed a securities lawsuit against us and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled OZ Master Fund, Ltd., et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the eleven other opt out cases described above. The complaint asserts claims under Securities Exchange Act sections 10(b) (and SEC Rule 10b‑5), and 14(e) against all defendants as well as 20(a) control person liability against the individual defendants. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of

Perrigo Company plc - Item 1

Note 15

Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to six generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri^® asset. Many of the allegations in this case overlap with the allegations of the June 2017 amended complaint in the Roofer’s Pension Fund case described above. The plaintiff does not provide an estimate of damages. The parties agreed that the court's rulings in July 2018 in the Roofer's case (discussed above) and in July 2019 in the Carmignac andother cases (discussed above) will apply to this case as well.The parties agreed to a proposed schedule, which the court approved in July 2019, by which the plaintiffs are participating in the discovery proceedings in the Roofer's Pension Fund case described above and the various individual cases also described above. We intend to defend the lawsuit vigorously.

On February 14, 2019, Highfields Capital I LP and related entities filed a securities lawsuit against the Company and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Highfields Capital I LP, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of Massachusetts. The complaint asserts claims under Securities Exchange Act sections 14(e) and 18 against all defendants, as well as 20(a) control person liability against the individual defendants. The complaint also asserts Massachusetts state law claims under Massachusetts Unfair Business Methods Law (chapter 93A § 11), and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by the Company during that period, and alleged improper accounting for the Tysabri^® asset. Some of the allegations in this case overlap with the allegations of the June 2017 amended complaint in the Roofer’s Pension Fund case described above and with allegations in one or more of the opt out cases described above. Plaintiffs do not provide a clear calculation of how they estimated damages and seek treble damages, punitive damages, and attorney's fees. On May 7, 2019, defendants filed a motion to transfer this case to the U.S. District Court for the District of New Jersey so that the proceedings in this case can be coordinated with the other cases (discussed above) pending in that court. The transfer motion has been fully briefed. We intend to defend the lawsuit vigorously.

On February 22, 2019, Aberdeen Canada Funds -- Global Equity Funds (and 30 other entities, some unrelated to Aberdeen) filed a securities lawsuit against the Company and two individuals (former Chairman and CEO Joseph Papa and former CFO Judy Brown). This lawsuit is not a securities class action. The case is styled Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al., and was filed in the U.S. District Court for the District of New Jersey. The case was assigned to the same judge hearing the class action case and the twelve other opt-out cases pending in that Court. The complaint asserts claims under Securities Exchange Act sections 10(b) (and Rule 10b‑5) against all defendants and 20(a) control person liability against the individual defendants. In general, the plaintiffs’ allegations focus on events during the period from April 2015 through May 2017 (including the period of the Mylan tender offer). Plaintiffs contend that the defendants provided inadequate disclosure at various times during the period concerning the valuation and integration of Omega, the financial guidance provided by the Company during that period, and alleged undisclosed pricing pressure for generic prescription pharmaceuticals, and alleged price fixing activities with respect to six generic prescription pharmaceuticals. This lawsuit was filed by the same law firm that filed the Carmignac case, the Manning & Napier case, the First Manhattan case, the Nationwide Mutual Funds case, and the Schwab Capital Trust case described above, and generally makes the same factual assertions as in the Nationwide Mutual Funds case. The complaint does not include factual allegations that the Court dismissed in the July 2018 ruling in the Roofer’s Pension Fund case also described above. Many of the allegations in this case also overlap with the allegations of the June 2017 amended complaint in the Roofer’s Pension Fund case described above. The parties have agreed that the defendants will not have to respond to the complaint until 45 days after the court decides the motion to dismiss pending the Carmignac, Manning & Napier, First Manhattan, and Nationwide Mutual Funds cases described above. The plaintiff does not provide an estimate of damages. On July 31, 2019, the court granted in part and denied in part the motion to dismiss in the Carmignac and related cases; therefore this case has now also moved into the discovery phase. We intend to defend the lawsuit vigorously.

Perrigo Company plc - Item 1

Note 15

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

Because our shares are traded on the Tel Aviv exchange under a dual trading arrangement, we are potentially subject to securities litigation in Israel. Three cases ~~are currently pending.~~were filed; one was voluntarily dismissed in each of 2017 and 2018 and one was stayed in 2018. We are consulting Israeli counsel about our response to these allegations and we intend to defend ~~these cases~~this case vigorously.

On May 22, 2016, shareholders filed a securities class action against us and five individual defendants: Our former CEO Mr. Papa, our former Executive Vice President and General Manager of the BCH segment Marc Coucke, our Chief Executive Officer John Hendrickson, our former Board member Gary Kunkle, Jr., and our Board member Laurie Brlas alleging violations of Israeli law in the District Court of Tel Aviv-Jaffa (~~Schweiger et al. v. Perrigo Company plc, et al.).~~ On June 15, 2016, we filed a motion to stay the case pending the outcome of the securities class action pending in the New Jersey Federal Court. The plaintiffs did not oppose the motion. The Israeli court granted the motion on the same day, and the ~~Schweiger~~ action is stayed. We intend to defend the lawsuit vigorously when and if the stay is lifted. In October 2017, the Schweiger plaintiffs dismissed their claims without prejudice because of the pendency of another class action case filed in Israel (see discussion below of the ~~Israel Elec. Corp. Employees’ Educ. Fund~~ ~~case). The court approved the voluntary dismissal.~~

On March 29, 2017, plaintiff Eyal Keinan commenced an action in the District Court of Tel Aviv-Jaffa asserting securities claims against two defendants: Perrigo and its auditor Ernst & Young LLP ("EY"). The case is styled ~~Keinan v. Perrigo Company plc, et al.~~ The action seeks certification of a class of purchasers of Perrigo shares on the Israeli exchange beginning February 6, 2014. The proposed closing date for the class is not clear from the complaint though it appears to extend into 2017. In general, the plaintiff asserts that we improperly accounted for our stream of royalty income from two drugs: Tysabri^® and Prialt. The court filings contend that the alleged improper accounting caused the audited financial results for Perrigo to be incorrect for the six month period ended December 31, 2015, and the years ended June 27, 2015 and June 28, 2014 and the other financial data released by us over those years and 2016 to also be inaccurate. The plaintiff maintains that the defendants are liable under Israeli securities law or, in the alternative, under U.S. securities law. The plaintiff indicates an initial, preliminary class damages estimate of 686.0 million NIS (approximately $192.0 million at 1 NIS = $0.28 cent). The response from the defendants is not yet due. We intend to defend the lawsuit vigorously.

On June 28, 2017, a plaintiff filed a complaint in Tel Aviv District Court styled Israel Elec. Corp. Employees’ Educ. Fund v. Perrigo Company plc, et al. The lead plaintiff seeks to represent a class of shareholders who ~~traded in~~purchased Perrigo stock on the Tel Aviv exchange during the period April 24, 2015 through May 3, ~~2017.~~2017 and also a claim for those that owned shares on the final day of the Mylan tender offer (November 13, 2015). The amended complaint names as defendants the Company, EYErnst & Young LLP (the Company’s auditor), and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The complaint alleges violations under U.S. securities laws of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals or, in the alternative, under Israeli securities laws. In general, the allegations concern the actions taken by us and our former executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure concerning purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company, alleges price fixing activities with respect to six

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

~~Note 14~~

generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri^® royalty stream. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = ~~$0.28 cent)~~0.28 cents). After the other two cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fund case in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously.

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

On ~~July 12, 2017,~~January 3, 2019, a shareholder filed a complaint against the ~~plaintiff~~Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in the U.S. District Court for the Southern District of New York (Masih v. Perrigo Company, et al.). Plaintiff purports to represent a class of shareholders for the period November 8, 2018 through December 20, 2018, inclusive. The complaint alleges violations of Securities Exchange Act section 10(b) (and Rule 10b‑5) against all defendants and section 20(a) control person liability against the individual defendants. In general the allegations contend that the Company, in its Form 10‑Q filed November 8, 2018, disclosed information about an October 31, 2018 audit finding letter received from Irish tax authorities but failed to disclose enough material information about that letter until December 20, 2018, when we filed a current report on Form 8‑K about Irish tax matters. The plaintiff does not provide an estimate of class damages. The Court selected lead plaintiffs and changed the name of the case to In re Perrigo Company plc Sec. Litig. The lead plaintiffs filed an amended complaint on April 12, 2019, which named the same defendants, asserted the same class period, and invoked the same Exchange Act sections. The amended complaint generally repeated the allegations of the original complaint with a few additional details and adds that the defendants also failed to timely disclose the Irish tax authorities’ Notice of Amended Assessment received on November 29, 2018. Defendants filed a motion to dismiss on May 3, 2019. On May 31, 2019, the plaintiffs filed a second amended complaint, which asserted a longer class period (March 1, 2018 through December 20, 2018) and added one additional individual defendant, former CEO Uwe Roehrhoff. In general, the second amended complaint contends that Perrigo’s disclosures about the Irish tax audit were inadequate beginning with Perrigo’s 10-K filed on March 1, 2018 through December 20, 2018 and repeats many of the allegations of the April 2019 amended complaint. The second amended complaint alleges violations of Securities Exchange Act section 10(b) (and SEC Rule 10b-5) against all defendants and section 20(a) control person liability against the three individual defendants. All defendants filed a joint motion to dismiss, and the plaintiffs filed an opposition. The defendants' reply is due in mid-August 2019. At some time thereafter the court will decide the motion. We intend to defend the lawsuit vigorously.

Perrigo Company plc - Item 1

Note 15

In Israel ~~Elec. Corp. Employees’ Educ. Fund~~(cases related to Irish Tax events)

On December 31, 2018, a shareholder filed an action against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in Tel Aviv District Court (Baton v. Perrigo Company plc, ~~et al.~~et. al.). The case ~~filed~~is a motion to have all three cases pending in Israel either consolidated or the other two cases dismissed so that the Israel Elec. Corp. Educ. Fund plaintiff can proceed as the sole plaintiff. That motion is pending. In October 2017, the Schweiger plaintiffs (see description above) voluntarily dismissed their securities class action without prejudice as part of their response to the motion filed by the Israel Elec. Corp. Educ. Fund plaintiff. A variety of other procedural motions are also pending at this time having to do with the timing of any response by defendants. The court has scheduled an initial conference on November 9, 2017 to address the motion filed by the Israel Elec. Corp. Educ. Fund plaintiff. The court has indicated that other procedural motions will be addressed after it has decided the Israel Elec. Corp. Educ. Fund plaintiff’s motion.

~~Eltroxin~~

~~During October and November 2011, nine applications to certify a class action lawsuit were filed in various courts~~brought in Israel ~~related to Eltroxin, a prescription thyroid medication manufactured by a third party~~making similar factual allegations for the same period as those asserted in the In re Perrigo Company plc Sec. Litig case in New York federal court. This case alleges that persons who invested through the Tel Aviv stock exchange can assert claims under Israeli securities law that will follow the liability principles of Sections 10(b) and distributed in Israel by our subsidiary, Perrigo Israel Agencies Ltd. The respondents included our subsidiaries, Perrigo Israel Pharmaceuticals Ltd. and/or Perrigo Israel Agencies Ltd., the manufacturers20(a) of the ~~product, and various healthcare providers who~~U.S. Securities Exchange Act. The plaintiff does not provide ~~healthcare services as~~an estimate of class damages. We filed a request for a stay, the plaintiff agreed in part, ~~of the compulsory healthcare system in Israel.~~

~~One of the applications was dismissed~~ and the ~~remaining eight applications were consolidated into one application. The applications arose from~~court approved a stay and required the ~~2011 launch of a reformulated version of Eltroxin in Israel. The consolidated application generally alleges that~~parties to update the ~~respondents (a) failed to timely inform patients, pharmacists and physicians~~court about the change in the formulation; and (b) failed to inform physicians about the need to monitor patients taking the new formulation in order to confirm patients were receiving the appropriate dose of the drug. As a result, claimants allege they incurred the following damages: (a) purchases of product that otherwise would not have been madeU.S. proceedings by patients had they been aware of the reformulation; (b) adverse events to some patients resulting from an imbalance of thyroid functions that could have been avoided; and (c) harm resulting from the patients' lack of informed consent prior to the use of the reformulation.

Several hearings on whether or not to certify the consolidated application took place in December 2013 and January 2014. On May 17, 2015, the District Court certified the motion against Perrigo Israel Agencies Ltd. and dismissed it against the remaining respondents, including Perrigo Israel Pharmaceuticals Ltd.

On June 16, 2015, we submitted a motion for permission to appeal the decision to certify to the Israeli Supreme Court together with a motion to stay the proceedings of the class action until the motion for permission to appeal is adjudicated.September 1, 2019. We have filed our statement of defense to the underlying proceedings. The parties are currently engaged in mediation in an attempt to settle the matter. The underlying proceedings have been stayed pending the outcome of the mediation process and, if necessary, a decision on the motion to appeal.

~~Tysabri~~^® ~~Product Liability Lawsuits~~

We and our collaborator Biogen are co-defendants in product liability lawsuits arising out of the occurrence of Progressive Multifocal Leukoencephalopathy, a serious brain infection, and serious adverse events, including deaths, which occurred in patients taking Tysabri^®~~. Each co-defendant would be responsible for 50% of losses and expenses arising out of any Tysabri~~^® ~~product liability claims. During calendar year 2016, one case in the U.S. was settled and two others were dismissed with prejudice. In 2017, seven other cases were dismissed with prejudice. While we~~ intend to ~~vigorously~~ defend the ~~remaining lawsuits, management cannot predict how these cases will be resolved. Adverse results in one or more of these lawsuits could result in substantial judgments against us.~~lawsuit vigorously.

Claim Arising from the Omega Acquisition

On December 16, 2016, we and Perrigo Ireland 2 brought an arbitral claim ("Claim") against Alychlo NV ("Alychlo") and Holdco I BE NV ~~("Holdco")~~ (together the ~~Sellers)~~"Sellers") in accordance with clause 26.2 of the Share Purchase Agreement dated November 6, 2014 ("SPA") and the rules of the Belgian Centre for Arbitration and

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

~~Note 14~~

Mediation ("CEPANI"). Our Claim relates to the accuracy and completeness of information about Omega provided by the Sellers as part of the sale process, the withholding of information by the Sellers during that process and breaches of Sellers’ warranties. We are seeking monetary damages from the Sellers. The Sellers served their respective responses to the Claim on February 20, 2017. In its response, Alychlo has asserted a counterclaim for monetary damages contending that we breached a warranty in the SPA and breached the duty of good faith in performing the SPA. Alychlo has recently filed papers seeking permission to introduce an additional counterclaim theory of recovery related to the Irish tax issue recently disclosed by the Company such that if the position of the Irish tax authorities prevails, Alychlo would have a further basis for its counterclaim against Perrigo. The proposed additional counterclaim theory does not appear to increase any damages sought. In June 2019, the Tribunal denied permission for Alychlo to introduce the additional counterclaim and dismissed certain aspects of the original Alychlo counterclaim. There can be no assurance that our Claim will be successful, and the Sellers deny liability for the Claim. WeTo the extent that aspects of Alychlo’s counterclaim survived the Tribunal’s ruling in June 2019, we deny that Alychlo is entitled to any relief (including monetary relief) ~~under the counterclaim.~~. The arbitration proceedings are confidential as required by the SPA and the rules of the CEPANI.

Other Matters

Our Board of Directors received a shareholder demand letter dated October 30, 2018 relating to the allegations in the securities cases and price fixing lawsuits described above. The letter demands that the Board of Directors initiate an action against certain current and former executives and Board members to recover damages allegedly caused to the Company. In response, the Company reminded the shareholder that any derivative claim can only proceed in accordance with Irish law, the law that governs the Company’s internal affairs. The shareholder has responded that he intends to file a lawsuit asserting derivative claims but has not yet filed a lawsuit.

NOTE 1516 – RESTRUCTURING CHARGES

We periodically take action to reduce redundant expenses and improve operating efficiencies. ~~The following reflects our restructuring activity (in millions):~~

Three Months Ended Nine Months Ended
September 30,
2017 October 1,
2016 September 30,
2017 October 1,
2016
Beginning balance $ 39.7
$ 12.2
$ 19.7
$ 20.7
Additional charges 3.8
6.6
54.7
17.9
Payments (17.8 ) (8.6 ) (47.6 ) (33.3 )
Non-cash adjustments 0.4
0.1
(0.7 ) 5.0
Ending balance $ 26.1
$ 10.3
$ 26.1
$ 10.3

Restructuring activity includes severance, lease exit costs, and asset impairments. The following reflects our restructuring activity (in millions):



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

Perrigo Company plc - Item 1

Note 16

The charges incurred during the three and ~~nine~~six months ended ~~September 30, 2017~~June 29, 2019 were primarily associated with the reorganization of our executive management team and other actions taken to streamline the organization. Of the amount recorded during the six months ended June 29, 2019, $9.8 million related to the CSCI segment due primarily to the sales force reorganization in France. The charges incurred during the six months ended June 30, 2018 were primarily associated with continued costs from actions we took to streamline our organization as announced on February 21, ~~2017. During the three and nine months ended September 30,~~ 2017, $3.8 million and $54.7 million of restructuring expenses were recorded, respectively. Of the amount recorded during the nine months ended September 30, 2017, $27.2 million was related to the CHCA segment. There were no other material restructuring programs that significantly impacted any other reportable segments.as well as additional lease exit costs. All charges are recorded in Restructuring expense on the Condensed Consolidated ~~Statements of Operations.~~Financial Statements. The remaining ~~$22.4~~$24.0 million liability for employee severance benefits is expected to be paid within the next ~~year, while the remaining $3.7 million liability for lease exit costs is expected to be incurred over the remaining terms of the applicable leases.~~year.

NOTE 1617 – SEGMENT INFORMATION

~~Our reporting segments are as follows:~~

~~CHCA~~,~~comprises our U.S., Mexico and Canada consumer healthcare business (OTC, contract, infant formula and animal health categories).~~

~~CHCI~~,comprises our legacy Branded Consumer Healthcare segment and now includes our consumer focused businesses in the U.K., Australia, and Israel. This segment also includes our U.K. liquid licensed products business.

RX,~~comprises our U.S. Prescription Pharmaceuticals business.~~

We also have an "Other" reporting segment that consists of our legacy API business, which does not meet the quantitative threshold required to be a separately reportable segment. Effective January 1, 2017, due to the sale of the Tysabri^® ~~financial asset, all legal expenses associated with the former Specialty Sciences segment were moved to unallocated expenses.~~ Our segments reflect the way in which our ~~chief~~management makes operating ~~decision maker reviews our operating results~~decisions, allocates resources, and ~~allocates resources.~~manages the growth and profitability of the Company.

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

~~Note 16~~

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

Total Assets
September 30,
2017 December 31,
2016
CHCA $ 3,833.7
$ 3,351.3
CHCI 5,114.2
4,795.2
RX 2,597.0
2,646.4
Specialty Sciences —
2,775.8
Other 297.7
301.4
Total $ 11,842.6
$ 13,870.1



	Total Assets
	June 29, 2019		December 31, 2018
CSCA	$	4,041.9	$	3,571.7
CSCI	4,593.5		4,613.0
RX	2,793.3		2,798.7
Total	$	11,428.7	$	10,983.4



	Three Months Ended
	June 29, 2019							June 30, 2018
	Net Sales		Operating Income (Loss)			Intangible Asset Amortization		Net Sales		Operating Income (Loss)			Intangible Asset Amortization
CSCA	$	582.1	$	107.8		$	9.3	$	596.9	$	64.6		$	15.3
CSCI	327.5		(2.9		)	43.0		357.9		4.0			49.2
RX	239.4		14.7			21.3		231.6		53.6			20.8
Unallocated	—		(64.6		)	—		—		(27.5		)	—
Total	$	1,149.0	$	55.0		$	73.6	$	1,186.4	$	94.7		$	85.3

Three Months Ended
September 30, 2017 October 1, 2016

Net
Sales
Operating Income (Loss) Intangible Asset Amortization
Net
Sales
Operating Income (Loss) Intangible Asset Amortization
CHCA $ 598.8
$ 124.3
$ 16.9
$ 611.2
$ 99.0
$ 17.6
CHCI 365.4
4.6
50.2
377.4
(1,615.5 ) 44.4
RX 250.6
82.1
21.0
251.9
74.4
27.2
Specialty Sciences —
—
—
—
3.2
—
Other 16.5
(0.4 ) 0.4
21.1
(1.5 ) 0.5
Unallocated —
(48.2 ) —
—
(27.9 ) —
Total $ 1,231.3
$ 162.4
$ 88.5
$ 1,261.6
$ (1,468.3 ) $ 89.7



	Six Months Ended
	June 29, 2019							June 30, 2018
	Net Sales		Operating Income (Loss)			Intangible Asset Amortization		Net Sales		Operating Income (Loss)			Intangible Asset Amortization
CSCA	$	1,163.9	$	202.0		$	19.3	$	1,198.5	$	183.2		$	30.5
CSCI	678.3		5.1			87.1		735.7		16.3			100.3
RX	481.3		75.3			42.6		469.2		114.8			41.6
Unallocated	—		(125.1		)	—		—		(63.4		)	—
Total	$	2,323.5	$	157.3		$	149.0	$	2,403.4	$	250.9		$	172.4

Nine Months Ended
September 30, 2017 October 1, 2016

Net
Sales
Operating Income (Loss) Intangible Asset Amortization
Net
Sales
Operating Income (Loss) Intangible Asset Amortization
CHCA $ 1,786.4
$ 303.6
$ 51.1
$ 1,880.2
$ 316.4
$ 53.3
CHCI 1,116.8
8.7
143.4
1,232.7
(2,011.3 ) 130.6
RX 708.4
239.6
65.6
776.9
258.3
78.6
Specialty Sciences —
—
—
—
(1.9 ) —
Other 51.5
9.4
1.2
59.5
2.6
1.4
Unallocated —
(121.7 ) —
—
(79.2 ) —
Total $ 3,663.1
$ 439.6
$ 261.3
$ 3,949.3
$ (1,515.1 ) $ 263.9

NOTE 18 – SUBSEQUENT EVENTS

Animal health business

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

Generic product acquisition

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

Ranir Global Holdings, LLC

Perrigo Company plc - Item 1

Note 18

On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir, a privately-held company, for total base consideration of $750.0 million in a debt-free, cash-free transaction. We funded the transaction with cash on hand and borrowings under the 2018 Revolver (refer to Note 11).

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

During the three and six months ended June 29, 2019, in connection with the acquisition, we incurred $2.2 million of general transaction costs (legal, banking and other professional fees). The amounts were recorded in Administration expenses and were not allocated to the CSCA segment.

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

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

EXECUTIVE OVERVIEW

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements included in this Form 10-Q and our Form 10-K for the year ended December 31, ~~2016~~2018 (the ~~“2016~~“2018 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 ~~2016~~2018 Form 10-K and Part ~~II,~~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.

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

~~Executive Overview~~

We are ~~a leading global healthcare company that delivers value~~dedicated to ~~our customers and consumers~~making lives better by ~~providing~~ bringing “Quality, Affordable ~~Healthcare Products~~^®~~. Founded in 1887 as a packager of home remedies, we have built a unique business model~~Self-Care Products™” that ~~is best described as the convergence of a fast-moving consumer goods company, a high-quality pharmaceutical manufacturing organization and a world-class supply chain network.~~consumers trust everywhere they are sold. We ~~believe we are one of the world's largest manufacturers of over-the-counter (“OTC”) healthcare products and suppliers of infant formulas for the store brand market. We also~~ are a leading provider of ~~branded OTC products throughout Europe~~over-the-counter ("OTC") health and ~~the U.S., as well as~~wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. We are also a leading producer of generic ~~standard~~prescription pharmaceutical topical products such as creams, lotions, gels, and ~~gels, as well as inhalants~~nasal sprays.

Segment Reporting Change

During the three months ended March 30, 2019, we changed the composition of our operating and ~~injections ("extended topical") prescription drugs.~~reporting segments. We ~~are headquartered in Ireland, and sell~~moved our ~~products primarily in North America and Europe, as well as in other markets, including Australia, Israel and China.~~

~~Our reporting segments are as follows:~~

Israeli diagnostic business from the Consumer ~~Healthcare Americas~~ (~~"CHCA"), comprises our U.S., Mexico and Canada consumer healthcare business (OTC, contract, infant formula and animal health categories).~~

~~Consumer Healthcare~~Self-Care International("~~CHCI~~"),~~comprises our legacy Branded Consumer Healthcare~~ segment to the Prescription Pharmaceuticals segment and ~~now includes~~we made certain adjustments to our ~~consumer focused businesses~~allocations between

Perrigo Company plc - Item 2

Executive Overview

segments. These changes were made to reflect changes in the ~~U.K., Australia,~~way in which management makes operating decisions, allocates resources, and ~~Israel. This segment also includes our U.K. liquid licensed products business.~~

~~Prescription Pharmaceuticals~~("RX"),~~comprises our U.S. Prescription Pharmaceuticals business.~~

~~We also have an "Other" reporting segment, which comprises our legacy Active Pharmaceutical Ingredients ("API") business,which does not meet~~manages the ~~quantitative threshold required to be a separately reportable segment. Effective January 1, 2017, due to the sale~~growth and profitability of the ~~Tysabri~~^® ~~financial asset, all legal expenses associated with~~Company. Financial information related to our ~~former Specialty Sciences segment were moved to unallocated expenses.~~business segments and geographic locations can be found in Item 1. Note 2 and Note 17. For results by segment, see "Segment Results" ~~below~~below.

Our new reporting and ~~Item 1. Note 16~~.operating segments are as follows:

~~2017 Year-to-Date Highlights~~


•	~~On March 27, 2017, we completed~~Consumer Self-Care Americas ("CSCA"), formerly Consumer Healthcare Americas, comprises our consumer self-care business (OTC, contract manufacturing, infant formula and animal health categories) in the ~~sale of~~U.S., Mexico and Canada.


•	Consumer Self-Care International ("CSCI"),formerly Consumer Healthcare International, comprises our ~~Tysabri~~^® ~~financial asset, effective January 1, 2017, to Royalty Pharma for up to $2.85 billion,~~branded consumer self-care business primarily in Europe, our consumer-focused business in the United Kingdom and Australia, and our liquid licensed products business in the United Kingdom.

•

Prescription Pharmaceuticals ("RX") comprises our Prescription Pharmaceuticals business in the U.S. and our diagnostic business in Israel, which ~~consists of $2.2 billion~~was previously in ~~cash and up to $250.0 million and $400.0 million in milestone payments if the royalties on global net sales of Tysabri~~^® ~~that are received by Royalty Pharma meet specific thresholds in 2018 and 2020, respectively. As a result of this transaction, we derecognized the Tysabri~~^® ~~financial asset and recorded a $17.1 million gain (refer to~~ ~~Item 1. Note 6~~).our CSCI segment.

Highlights

On August 9, 2018, we announced a plan to separate our RX business, which, when completed, will enable us to focus on expanding our consumer-facing businesses. We have made significant progress related to the preparations for separation, which may include a possible sale, spin-off, merger or other form of separation. While we remain committed to transforming to a consumer-focused business, we cannot commit to a specific date for the separation. In connection with the proposed separation, we anticipate incurring significant preparation costs, excluding restructuring expenses and transaction costs, in the range of $45.0 million to $80.0 million depending on the final structure of the transaction.

•

On ~~April 6, 2017,~~July 1, 2019, we ~~completed~~acquired 100% of the ~~sale~~outstanding equity interest in Ranir Global Holdings, LLC (“Ranir”), a privately-held company, for total base consideration of ~~our India API business~~$750.0 million in a debt-free, cash-free transaction, subject to ~~Strides Shasun Limited~~post-closing adjustments for ~~$22.2 million, inclusive of an estimated~~changes to working capital ~~adjustment. The sale did not have~~compared to the target working capital on the closing date. This transaction advances our transformation to a ~~material impact on~~consumer-focused, self-care company while enhancing our ~~operations~~position as a global leader in consumer self-care solutions (refer to Item 1. Note 218).


•	On August 4, 2017, we signed a definitive agreement for the sale of our Israel API business to SK Capital for $110.0 million in cash, inclusive of a net debt adjustment. We expect to finalize the sale within the next three months. The sale is not expected to have a material impact on our operations (refer to ~~Item 1. Note 9~~).


•	~~We completed $2.2 billion of debt repayments during the nine months ended September 30, 2017 (refer to~~ ~~Item 1. Note 10~~).


•	On August 25, 2017, we completed the sale of our Russian business to Alvogen Pharma LLC and Alvogen CEE Kft. for €12.7 million ($15.1 million), inclusive of an estimated working capital adjustment. The sale did not have a material impact on our operations (refer to ~~Item 1. Note 2~~).

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

~~Consolidated~~

RESULTS OF OPERATIONS

CONSOLIDATED

Recent Developments

Notice of Proposed Adjustment

On April 26, 2019, we received a revised Notice of Proposed Adjustment (“NOPA”) from the IRS regarding transfer pricing positions related to the IRS audit of Athena for the years ended December 31, 2011, 2012 and 2013. The NOPA carries forward the theory from a 2017 draft NOPA that when Elan took over the future funding of Athena’s in-process Research & Development ("R&D") in 1996, after it acquired Athena in 1996, it should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax and a 40.0% penalty. This amount excludes consideration of offsetting tax attributes and potentially material interest. We strongly disagree with the IRS income position and will pursue all available administrative and judicial remedies, including potentially those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. No payment of the additional amounts is required until the matter is resolved administratively, judicially, or through treaty negotiation. While we believe our position to be correct, there can be no assurance of an ultimate favorable outcome, and if the matter is resolved unfavorably it could have a material adverse impact on our liquidity and capital resources (refer to Item 1. Note 14).

Perrigo Company plc - Item 2

Consolidated

Consolidated Results

Three Months Ended Nine Months Ended
($ in millions) October 1,
2016 September 30,
2017 October 1,
2016 September 30,
2017
Net sales $ 1,261.6
$ 1,231.3
$ 3,949.3
$ 3,663.1
Gross profit $ 484.5
$ 497.8
$ 1,564.1
$ 1,466.7
Gross profit % 38.4 % 40.4 % 39.6 % 40.0 %
Operating expenses $ 1,952.8
$ 335.4
$ 3,079.2
$ 1,027.1
Operating expenses % 154.8 % 27.2 % 78.0 % 28.0 %
Operating income (loss) $ (1,468.3 ) $ 162.4
$ (1,515.1 ) $ 439.6
Operating income (loss) % (116.4 )% 13.2 % (38.4 )% 12.0 %
Change in financial assets $ 377.4
$ 2.6
$ 1,492.6
$ 24.2
Interest and other, net $ 55.6
$ 31.1
$ 195.6
$ 132.0
Loss on extinguishment of debt $ 0.7
$ —
$ 1.1
$ 135.2
Income tax expense (benefit) $ (311.8 ) $ 84.2
$ (550.7 ) $ 101.8
Net income (loss) $ (1,590.2 ) $ 44.5
$ (2,653.7 ) $ 46.4

The $30.3 million decrease in consolidated net sales for the three months ended September 30, 2017 as compared to the prior year period was due to discontinued products of $6.2 million, lower sales in the CHCA segment, due primarily to the absence of $21.0 million of sales related to the U.S. Vitamins, Minerals, and Supplements ("VMS") business, lower sales in the CHCI segment due primarily to the absence of $41.7 million of sales as a result of the cancellation of certain distribution contracts, and lower sales in the RX segment driven by lower net sales of Entocort^® in the amount of $10.2 million and pricing pressures across the portfolio. These decreases were partially offset by new product sales of $55.4 million and favorable foreign currency translation of $13.0 million. Consolidated operating income for the three months ended September 30, 2017 increased due primarily to the absence of asset impairment charges in the amount of $1.6 billion taken in the prior year period (refer to ~~Item 1. Note 3~~).

The $286.2 million decrease in consolidated net sales for the nine months ended September 30, 2017 as compared to the prior year period was due to discontinued products of $18.4 million, lower sales in the CHCA segment due primarily to the absence of $110.1 million of sales related to the U.S. VMS business, lower sales in the CHCI segment due primarily to the absence of $118.4 million of sales as a result of the cancellation of certain distribution contracts, and lower sales in the RX segment driven by lower net sales of Entocort^® ~~in the amount of $61.4 million and pricing pressures across the portfolio. These decreases were partially offset by new product sales~~

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

~~Consolidated~~

of $155.8 million. Consolidated operating income for the nine months ended September 30, 2017 increased due primarily to the absence of asset impairment charges in the amount of $2.0 billion taken in the prior year period (refer to ~~Item 1. Note 3~~).

~~Further details and analysis of our financial results for the three and nine months endedSeptember 30, 2017 are described below by reporting segment and line item. Refer to the "Unallocated Expenses," "Interest, Other and Change in financial assets (Consolidated)," and "Income Taxes (Consolidated)" sections below for discussions related to our expenses.~~

~~Restructuring~~

On February 21, 2017, we approved a workforce reduction plan as part of a larger cost optimization strategy across the Company. We expect to reduce our global workforce by approximately 750 employees, which includes some actions already taken and 235 employees who have elected to participate in a voluntary early retirement program. This represents a reduction of approximately 14% of our global non-production workforce. The changes to our workforce will vary by country, based on legal requirements and required consultations with works councils and other employee representatives, as appropriate.

In connection with this plan, we estimate that we will recognize total pre-tax restructuring charges of approximately $55.0 million to $65.0 million, consisting of one-time termination benefits, severance arrangements, and other termination costs. We expect to incur the majority of the remaining charges in 2017, with the balance to be recognized during the first quarter of the year ending December 31, 2018. During the three and nine months ended September 30, 2017, we recognized $3.8 million and $54.7 million, respectively, of restructuring expenses due primarily to this cost optimization strategy.

Our cost optimization strategy is expected to yield approximately $130.0 million in savings per annum by mid-2018. This is in addition to the savings that our supply chain organization continues to generate for both our North American and International segments.

~~CONSUMER HEALTHCARE AMERICAS~~

~~Recent Trends and Developments~~

~~We continue to experience a reduction in pricing expectations within our~~ ~~CHCA~~ segment, primarily in the cough/cold, animal health, and analgesics categories due to various factors, including increased focus from customers to capture supply chain productivity savings and competition in specific product categories. We expect this pricing environment to continue to impact our ~~CHCA~~ ~~segment for the foreseeable future.~~


•	~~We completed the sale of the animal health pet treats plant fixed assets on February 1, 2017 and received $7.7 million in proceeds (refer to~~ ~~Item 1. Note 2~~).

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

~~CHCA~~

~~Segment Results~~

Three Month Comparison



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

Three Months Ended
($ in millions) October 1,
2016 September 30,
2017
Net sales $ 611.2
$ 598.8
Gross profit $ 199.2
$ 206.1
Gross profit % 32.6 % 34.4 %
Operating income $ 99.0
$ 124.3
Operating income % 16.2 % 20.8 %

~~Three Months Ended September 30, 2017 vs. Three Months Ended October 1, 2016~~* Total net sales by geography is derived from the location of the entity that sells to a third party.

~~Net sales~~Operating income decreased ~~$12.4~~$39.7 million, or 2%42%, over the prior year period due to:


•	~~New product sales of $13.2~~ $37.4 million, or 3%, decrease in net sales over the prior year period due to: $51.9 million ~~related primarily to the launches of Esomemprazole Magnesium (store brand equivalent to Nexium~~^®~~); and~~

~~Favorable foreign currency translation movement of $1.4 million; more than offset by~~


•	~~The absence of $21.0 million in sales attributable to the U.S. VMS business, which was sold in August 2016 (refer to~~ ~~Item 1. Note 2~~);

~~A net~~ decrease in sales of existing products ~~of $3.2 million~~ due primarily ~~to:~~to pricing pressure and decreased sales volumes of certain products;

~~Higher sales in the gastrointestinal and animal health categories and in our Mexico business;~~

~~Pricing pressures in the cough/cold, and analgesics categories;~~$26.6 million decrease due to discontinued products; and

~~Lower volumes in the nicotine replacement category; and~~$23.8 million decrease due primarily to unfavorable European Euro foreign currency translation; partially offset by

~~Discontinued products of $2.7 million.~~$64.9 million increase due to new product sales.

~~Operating income increased $25.3~~$40.2 million ~~or 26%, as a result of:~~

~~An increase of $6.9 million~~decrease in gross profit, ~~due to:~~

~~Favorable product mix~~or a 220 basis point decrease in ~~certain categories; and~~

~~Positive contributions from supply chain efficiencies; offset partially by~~


•	~~The absence of $3.4 million in~~ gross ~~profit as a result of the sale of the U.S. VMS business (refer to~~ ~~Item 1. Note 2~~); ~~and~~

~~Pricing pressures in certain categories as discussed above.~~

~~A decrease of $18.4 million in operating expenses due to:~~


•	~~Decreased restructuring expense of $4.8 million related primarily to the cost reduction initiatives taken in the prior year (refer to~~ ~~Item 1. Note 15~~);

Decreased selling and administrative expenses of $4.8 million due primarily to timing of promotions related to our animal health category and savings related to our previously announced strategic initiatives;

~~Decreased Research and Development ("R&D") expenses of $4.5 million due to timing of clinical trials; and~~


•	~~The absence of a $3.4 million impairment charge related to held-for-sale assets associated with our animal health pet treats plant (refer to~~ ~~Item 1. Note 9); offset partially by~~


•	~~A $2.0 million gain related to contingent consideration (refer to~~ ~~Item 1. Note 6~~).

~~Gross~~ profit as a percentage of net sales, ~~was 1.8% higher~~ due primarily to ~~favorable product mix and supply chain efficiencies as~~the net sales decreases discussed above.

~~Perrigo Company plc~~ ~~- Item 2~~$0.5 million decrease in operating expenses due primarily to:

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

~~Operating income as a percentage of net sales was 4.6% higher~~$15.3 million decrease in selling expenses due primarily to the effect of European Euro favorable ~~product mix as discussed above~~foreign currency translation; partially offset by

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

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

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

Perrigo Company plc - Item 2

Consolidated

Six Month Comparison



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

Nine Months Ended
($ in millions) October 1,
2016 September 30,
2017
Net sales $ 1,880.2
$ 1,786.4
Gross profit $ 615.1
$ 598.3
Gross profit % 32.7 % 33.5 %
Operating income $ 316.4
$ 303.6
Operating income % 16.8 % 17.0 %

~~Nine Months Ended September 30, 2017 vs. Nine Months Ended October 1, 2016~~* Total net sales by geography is derived from the location of the entity that sells to a third party.

~~Net sales~~Operating income decreased ~~$93.8~~$93.6 million, or 5%37%, over the prior year period due to:

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

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

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

$49.7 million decrease due to discontinued products; partially offset by

$119.7 million increase due to new product sales.

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

$9.5 million increase in operating expenses due primarily to:

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

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

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

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

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

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

Perrigo Company plc - Item 2

Consolidated

CONSUMER SELF-CARE AMERICAS

Recent Developments

•

~~New product sales~~On July 8, 2019, we completed the sale of ~~$51.2~~our animal health business to PetIQ for base consideration of$185.0 million, ~~related primarily~~which we estimate will result in a pre-tax gain of $80.0 million to $90.0 million. The final purchase price and gain is subject to customary post-closing adjustments for changes to working capital compared to the ~~launches~~target working capital on the closing date and is expected to be finalized by the fourth quarter of ~~fluticasone nasal spray (store brand equivalent to Flonase~~^®~~), smoking cessation products and Esomemprazole Magnesium (store brand equivalent to Nexium~~^®~~); more than offset by~~


•	~~The absence of $110.1 million in sales attributable to the U.S. VMS business~~2019 (refer to Item 1. Note 218);.

~~A net decrease in sales of existing products of $22.6 million due to:~~

~~Higher sales in the cough/cold category and Mexico business; more than offset by~~

~~Lower sales in our infant nutrition and animal health categories;~~

~~Pricing pressures in the cough/cold, analgesics, and gastrointestinal categories; and~~

~~Lower volumes in the nicotine replacement category;~~

~~Discontinued products of $11.1 million; and~~

~~Unfavorable foreign currency translation movement of $1.1 million.~~

~~Operating income decreased $12.8 million, or 4%, as a result of:~~

~~A decrease of $16.8 million in gross profit due to:~~

~~Favorable product mix in certain categories; and~~

~~Positive contributions from supply chain efficiencies; more than offset by~~

•

~~The absence~~On July 1, 2019, we acquired 100% of ~~$17.6~~the outstanding equity interest in Ranir, a privately-held company, for total base consideration of $750.0 million in ~~gross profit~~a debt-free, cash-free transaction, subject to post-closing adjustments for changes to working capital compared to the target working capital on the closing date. This transaction advances our transformation to a consumer-focused, self-care company while enhancing our position as a ~~result of the sale of the U.S. VMS business~~global leader in consumer self-care solutions (refer to Item 1. Note 218)~~; and~~.

~~Pricing pressures in certain categories as discussed above.~~

~~A decrease of $4.0 million in operating expenses due to:~~

Decreased selling and administrative expenses of $10.8 million due primarily to timing of promotions related to our animal health category and savings related to our cost reduction initiatives taken in the prior year;

•

~~The absence~~On April 1, 2019, we purchased product Abbreviated New Drug Application ("ANDA"s) and other records and registrations of Budesonide Nasal Spray, a ~~$9.6~~generic equivalent of Rhinocort Allergy^® and Triamcinolone Nasal Spray, a generic equivalent of Nasacort Allergy^®, from Barr Laboratories, Inc., a subsidiary of Teva Pharmaceuticals, for $14.0 million ~~impairment charge related to the U.S. VMS business~~in cash (refer to Item 1. Note 23) ~~and held-for-sale assets associated with our animal health pet treats plant (refer to~~ ~~Item 1. Note 9); and~~.

Decreased R&D expenses of $7.6 million due to timing of clinical trials, reduced spending on infant formula clinical trials and lower costs related to our cost reduction initiatives; offset partially by


•	~~A $2.9 million gain related to contingent consideration (refer to~~ ~~Item 1. Note 6~~);


•	~~Increased restructuring expenses of $21.5 million related primarily to strategic organizational enhancements (refer to~~ ~~Item 1. Note 15); and~~

~~A $4.1 million impairment charge recorded on idle property, plant and equipment.~~

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

~~CHCI~~

~~CONSUMER HEALTHCARE INTERNATIONAL~~

~~Recent Trends and Developments~~

~~As part of our strategic initiatives, management continues to drive improvements and evaluate the overall cost structures within our CHCI segment in the following ways:~~

On December 8, 2016, we announced the cancellation of the unprofitable EuroGenerics NV distribution agreement in Belgium. The cancellation, combined with the exit of certain OTC distribution agreements, is expected to reduce net sales by approximately $210.0 million in 2017.

~~We continue to make progress on our previously announced restructuring plans to right-size the~~ ~~Omega~~ business due to the impact of market dynamics on sales volumes. Management continues to evaluate the overall cost structure relative to current and expected market dynamics. During the three and nine months ended September 30, 2017, we recognized $3.6 million and $13.2 million of restructuring expense in the ~~CHCI~~ ~~segment, respectively.~~

~~Management continues to evaluate the most effective business model for each country, aligning our sales infrastructure and actively integrating sales strategies with promotional programs.~~


•	On August 25, 2017, we completed the sale of our Russian business, which was previously classified as held-for-sale, to Alvogen Pharma LLC and Alvogen CEE Kft. The total sale price was €12.7 million ($15.1 million), inclusive of an estimated working capital adjustment, which resulted in an immaterial gain in the segment (refer to ~~Item 1. Note 2~~).

~~The combination of these actions is expected to improve the segment's focus on higher value OTC products, reduce selling costs and improve operating margins in the segment.~~

Segment Results

Three Month Comparison



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

Three Months Ended
($ in millions) October 1,
2016 September 30,
2017
Net sales $ 377.4
$ 365.4
Gross profit $ 155.2
$ 165.9
Gross profit % 41.1 % 45.4 %
Operating income (loss) $ (1,615.5 ) $ 4.6
Operating income (loss) % (428.1 )% 1.2 %

Three Months Ended ~~September 30, 2017~~June 29, 2019 vs. Three Months Ended ~~October 1, 2016~~June 30, 2018

~~Net sales decreased $12.0~~Operating income increased $43.2 million, or 67%, over the prior year period due to:

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

~~Favorable foreign currency translation movement of $11.6 million;~~

~~New product sales of $11.4 million; and~~

~~A net increase~~$11.8 million decrease in sales of existing products ~~of $8.9~~due primarily to:


▪	Pricing pressure across all categories; and


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


▪	Higher sales volume in our cough/cold/allergy/sinus, gastrointestinal, and smoking cessation categories; and

$11.2 million decrease due to ~~increased~~discontinued products; partially offset by

$8.0 million increase due primarily to the launches of various new antacids and smoking cessation products.

$5.7 million decrease in gross profit due primarily to the net sales decrease discussed above and certain operational inefficiencies.

$48.9 million decrease in operating expenses due primarily to the absence of a $50.0 million upfront license fee payment to enter into a license agreement with Merck in the ~~cough/cold, allergy, analgesics, and lifestyle categories; more than offset by~~prior year period in R&D.

Perrigo Company plc - Item 2

~~CHCI~~CSCA

~~The absence of $41.7 million in sales attributable to the cancellation of unprofitable distribution contracts; and~~Six Month Comparison

~~Discontinued products of $3.2 million.~~



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

Six Months Ended June 29, 2019 vs. Six Months Ended June 30, 2018

Operating income increased ~~$1.6 billion,~~$18.8 million, or 10%, over the prior year period as a result of:

~~An increase of $10.7~~$34.6 million, ~~in gross profit due primarily to:~~

~~Favorable foreign currency translation movement;~~

~~Improved product mix for sales of existing products; and~~

~~Operational efficiencies across the organization.~~

Aor 3%, decrease ~~of $1.6 billion~~ in ~~operating expenses due primarily to:~~

The absence of $1.6 billion of impairment charges on certain indefinite-lived and definite-lived intangible brand category assets and goodwill impairments in the Branded Consumer Healthcare - Rest of World ("BCH-ROW") and Branded Consumer Healthcare - Belgium ("BCH-Belgium")

~~reporting units recorded in the prior year period (refer to~~ ~~Item 1. Note 3); and~~

A decrease of $4.6 million in selling and administrative expenses due to previously announced strategic initiatives to better align promotional investments with sales and cost reduction initiatives taken in the current year; offset partially by


•	~~Increased restructuring charges totaling $1.2 million related to strategic organizational enhancements (refer to~~ ~~Item 1. Note 15~~).

~~Gross profit as a percentage of~~ net sales ~~was 4.3% higher due primarily to improved product mix primarily driven by the cancellation of certain unprofitable distribution contracts, as described above.~~


•	~~Operating income as a percentage of net sales was 429.3% higher due primarily to the absence of $1.6 billion of intangible asset and goodwill impairment charges as discussed above (refer to~~ ~~Item 1. Note 3~~).

~~Nine Month Comparison~~

Nine Months Ended
($ in millions) October 1,
2016 September 30,
2017
Net sales $ 1,232.7
$ 1,116.8
Gross profit $ 542.1
$ 509.4
Gross profit % 44.0% 45.6 %
Operating income (loss) $ (2,011.3 ) $ 8.7
Operating income (loss) % (163.2 )% 0.8 %

~~Nine Months EndedSeptember 30, 2017 vs. Nine Months EndedOctober 1, 2016~~

~~Net sales decreased $115.9 million, or 9%,~~ over the prior year period due primarily to:

~~New product sales of $50.4 million; more than offset by~~

~~The absence of $118.4~~$27.2 million ~~in sales attributable to the cancellation of unprofitable distribution contracts;~~

~~Unfavorable foreign currency translation movement of $25.2 million;~~

A decrease in sales of existing products ~~of $17.4 million primarily in the anti-parasites and vitamins categories; and~~

~~Discontinued products of $5.0 million.~~

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

~~CHCI~~

~~Operating income increased $2.0 billion due to:~~

~~A decrease of $32.7 million in gross profit due primarily to:~~

~~Improved product mix for sales of existing products; and~~

~~Operational efficiencies across the organization; more than offset by~~

~~Lower margins in our U.K. store brand business; and~~

~~Unfavorable foreign currency translation movement.~~

~~A decrease of $2.1 billion in operating expenses due primarily to:~~

~~The absence of $2.0 billion of impairment charges on certain indefinite-lived and definite-lived intangible brand category assets and goodwill impairments in the BCH-ROW and BCH-Belgium~~

~~reporting units recorded in the prior year period (refer to~~ ~~Item 1. Note 3); and~~

A decrease in selling and administrative expenses of $48.5 million due to previously announced strategic initiatives to better align promotional investments with sales and cost reduction initiatives taken in the current year; offset partially by


•	~~A $4.8 million impairment charge recorded related to the Russian business (refer to~~ ~~Item 1. Note 2) and In-Process Research and Development ("IPR&D"); and~~


•	~~Increased restructuring expense of $2.8 million related to strategic organizational enhancements (refer to~~ ~~Item 1. Note 15~~).

~~Gross profit as a percentage of net sales was 1.6% higher due primarily to improved product mix primarily driven by the cancellation of certain unprofitable distribution contracts, as described above.~~


•	~~Operating income as a percentage of net sales was 164.0% higher due primarily to the absence of $2.0 billion of intangible asset and goodwill impairment charges as discussed above (refer to~~ ~~Item 1. Note 3~~).

~~PRESCRIPTION PHARMACEUTICALS~~

~~Recent Trends and Developments~~

~~We continue to experience a significant reduction in pricing expectations from historical levels in our~~ RX segment due to industry and competitive pressures. This softness in pricing is attributable to various factors, including increased focus from customers to capture supply chain productivity savings, low raw material commodity pricing, competition in specific products, and consolidation of certain customers. We expect this softness to continue to impact the segment for the foreseeable future, and we are forecasting a high single digit pricing decline in this segment for the year ending December 31, 2017.

~~On November 10, 2016, we announced that as part of our portfolio review process we are conducting a comprehensive internal evaluation of the~~ RX ~~segment's market position, growth opportunities, and interdependencies with our manufacturing and shared service operations to determine if strategic alternatives should be explored.~~

•

~~During the three months ended December 31, 2016, the U.S. market for Entocort~~^®(Budesonide) capsules, including both brand and authorized generic capsules, experienced significant and unexpected increased competition, which reduced our future revenue stream. We expect our net sales in the RX ~~segment for the year ending December 31, 2017 will be negatively impacted by approximately $67.0 million.~~

~~During the nine months ended September 30, 2017, we sold various Abbreviated New Drug Applications ("ANDAs") for a total gain of $23.0 million.~~

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

~~Segment Results~~

~~Three Month Comparison~~

Three Months Ended
($ in millions) October 1,
2016 September 30,
2017
Net sales $ 251.9
$ 250.6
Gross profit $ 120.9
$ 116.7
Gross profit % 48.0 % 46.6 %
Operating income $ 74.4
$ 82.1
Operating income % 29.5 % 32.8 %

~~Three Months Ended September 30, 2017 vs. Three Months Ended October 1, 2016~~

~~Net sales decreased $1.3 million, or 1%, due to:~~


•	~~New product sales of $30.8 million due primarily to the sale of Scopolamine and Testosterone 2% topical (store brand equivalent to Axiron~~^®~~); more than offset by~~

~~Decreased sales of existing products of $21.5 million due primarily to pricing pressure across the portfolio; and~~


•	~~Lower Entocort~~^® ~~sales of $10.2 million.~~

~~Segment operating income increased $7.7 million, or 10%, as a result of:~~

~~A decrease of $4.2 million in gross profit~~ due primarily to:


•▪	Pricing pressure across all categories; and


▪	Lower ~~Entocort~~^®sales ~~as discussed above;~~volume in our infant nutritionals and animal health categories; partially offset by


▪	Higher sales volume in our cough/cold/allergy/sinus, gastrointestinal, and smoking cessation categories; and

~~Pricing pressure as discussed above.~~$21.9 million decrease due to discontinued products; partially offset by

~~A decrease of $11.9~~$15.0 million ~~in operating expenses due primarily to:~~

~~Decreased selling and administrative expenses of $8.4 million~~increase due primarily to the ~~prior year specialty pharmaceuticals sales force restructuring initiative;~~launches of various new antacids, cough/cold/allergy/sinus, and smoking cessation products.

~~Decreased R&D expenses of $7.3 million due to timing of clinical trials, lower legal spend, and lower ongoing costs on certain projects; offset partially by~~

~~A $4.0 million impairment charge on certain fixed assets in the current period.~~


•	~~Gross~~$27.6 million decrease in gross profit, or a 140 basis point decrease in gross profit as a percentage of net sales, ~~was 1.4% lower~~ due primarily to ~~lower sales of Entocort~~^® ~~and pricing pressures.~~

•

~~Operating income as a percentage of~~the decrease in net sales ~~was 3.3% higher due primarily to decreased~~discussed above, and increased commodity costs related to ~~R&D spend and restructuring initiatives taken~~certain products in the ~~prior year; offset partially by lower sales of Entocort~~^®.cough/cold/allergy/sinus categories and operating inefficiencies related to infant formula production.

~~Perrigo Company plc~~ ~~- Item 2~~$46.4 million decrease in operating expenses due primarily to the absence of a $50.0 million upfront license fee payment to enter into a license agreement with Merck in R&D in the prior year period.

CONSUMER SELF-CARE INTERNATIONAL

~~Nine~~

Recent Trends and Developments

Management continues to implement its previously disclosed strategy for brand prioritization, sales force restructuring, and manufacturing insourcing, which is expected to reduce selling costs, improve operating margins and focus on higher value OTC products. As part of this strategy, we are making progress on the previously reported CSCI restructuring plan that we expect to improve our cost structure.

Segment Results

Three Month Comparison



	Three Months Ended
(in millions)	June 29, 2019			June 30, 2018
Net sales	$	327.5		$	357.9
Gross profit	$	155.4		$	173.2
Gross profit %	47.4		%	48.4		%
Operating income (loss)	$	(2.9	)	$	4.0
Operating income (loss) %	(0.9		)%	1.1		%

Perrigo Company plc - Item 2

CSCI

Nine Months Ended
($ in millions) October 1,
2016 September 30,
2017
Net sales $ 776.9
$ 708.4
Gross profit $ 380.2
$ 332.1
Gross profit % 48.9 % 46.9 %
Operating income $ 258.3
$ 239.6
Operating income % 33.3 % 33.8 %

~~Overdraft Facilities~~

~~We have overdraft facilities available that we use to support our cash management operations. There were no balances outstanding under the facilities at September 30, 2017 and December 31, 2016.~~

~~Accounts Receivable Factoring~~

We have multiple accounts receivable factoring arrangements with non-related third-party financial institutions (the “Factors”). Pursuant to the terms of the arrangements, we sell to the Factors certain of our accounts receivable balances on a non-recourse basis for credit approved accounts. An administrative fee ranging from 0.14% to 0.15% per invoice is charged on the gross amount of accounts receivables assigned to the Factors, and interest is calculated at the applicable EUR LIBOR rate plus 70 basis points. The total amount factored on a non-recourse basis and excluded from accounts receivable was $24.3 million and $50.7 million at September 30, 2017 and ~~December 31, 2016, respectively.~~

Revolving Credit Agreements

On March 8, 2018, we terminated the revolving credit agreement entered into in December ~~9, 2015, our 100% owned finance subsidiary, Perrigo Finance Unlimited Company (formerly Perrigo Finance plc) ("Perrigo Finance"),~~2014 and entered into a ~~$750.0 million~~$1.0 billion revolving credit agreement maturing on March 8, 2023 (the ~~"2015~~"2018 Revolver"). ~~On March 15, 2016, we used the proceeds~~There were $325.0 million of ~~the long-term debt issuance described below to repay the $750.0 million then~~borrowings outstanding under the ~~2015~~2018 Revolver ~~and terminated the facility.~~

On December 5, 2014, Perrigo Finance entered into a $600.0 million revolving credit agreement, which increased to $1.0 billion on March 30, 2015 (the "2014 Revolver"). On March 15, 2016, we used the proceedsas of ~~the long-term debt issuance described below to repay the $435.0 million then outstanding under the 2014 Revolver.~~June 29, 2019. There were no borrowings outstanding under the ~~2014~~2018 Revolver as of ~~September 30, 2017.~~December 31, 2018.

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

~~Financial Condition, Liquidity and Capital Resources~~

Term Loans and Notes

On March 7, 2016, Perrigo Finance issued $500.0 million in aggregate principal amount of 3.500% senior notes due 2021 and $700.0 million in aggregate principal amount of 4.375% senior notes due 2026 (together, the "2016 Notes") and received net proceeds of $1.2 billion after fees and market discount, which were used to repay the amounts outstanding under the 2015 Revolver and 2014 Revolver mentioned above.

We had ~~$3.3 billion and $5.4~~$2.8 billion outstanding under our notes and bonds as of both June 29, 2019 and ~~$428.3~~December 31, 2018. We had $323.4 million and ~~$420.7~~$351.3 million outstanding under our ~~term loan,~~2018 Term Loan as of ~~September 30, 2017~~June 29, 2019 and December 31, ~~2016,~~2018, respectively. ~~On September 29, 2016, we repaid the 1.300% senior notes due 2016 in full.~~

On December 5, 2014, Perrigo Finance entered into a term loan agreement consisting of a €500.0 million ($614.3 million) tranche, ~~with the ability to draw an additional €300.0 million ($368.6 million) tranche,~~ maturing December 5, ~~2019, and~~2019. On March 8, 2018, we ~~entered into a $300.0~~refinanced the €350.0 million outstanding under the term loan ~~tranche~~with the proceeds of a new €350.0 million ($431.0 million) term loan, maturing ~~December 18,~~March 8, 2020 (the "2018 Term Loan"). During the six months ended June 29, 2019, we made $24.7 million in scheduled principal payments on the 2018 Term Loan.

In connection with the Omega acquisition, on March 30, 2015, ~~which~~we assumed a 5.000% retail bond due 2019 in the amount of €120.0 million ($130.7 million). On May 23, 2019 we repaid the bond in ~~full~~full.

Overdraft Facilities

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

Leases

We had $154.0 million of lease liabilities and $152.5 million of lease assets as of June 29, 2019.

Accounts Receivable Factoring

The total amount factored on a non-recourse basis and excluded from accounts receivable was $12.8 million and $24.3 million at June ~~25, 2015.~~29, 2019 and December 31, 2018, respectively.

~~Debt Repayments~~

~~During the nine months ended September 30, 2017, we reduced our outstanding debt through a variety of transactions (in millions):~~

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources

Date Series Transaction Type Principal Retired
April 1, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment $ 13.3
July 1, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 14.3
September 30, 2017 2014 term loan due December 5, 2019 Scheduled quarterly payment 14.8
May 8, 2017 $600.0 2.300% senior notes due 2018 Early redemption 600.0
May 23, 2017 €180.0 4.500% retail bonds due 2017 Scheduled maturity 201.3
June 15, 2017 $500.0 3.500% senior notes due 2021 Tender offer 190.4
June 15, 2017 $500.0 3.500% senior notes due 2021 Tender offer 219.6
June 15, 2017 $800.0 4.000% senior notes due 2023 Tender offer 584.4
June 15, 2017 $400.0 5.300% senior notes due 2043 Tender offer 309.5
June 15, 2017 $400.0 4.900% senior notes due 2044 Tender offer 96.1
$ 2,243.7

As previously disclosed, during the three months ended April 1, 2017 we entered into amendments to the 2014 Revolver and the 2014 term loan to modify provisions of such agreements necessary as a result of the correction in accounting related to the Tysabri^® financial asset, as well as waivers of any default or event of default that may have arisen from any restatement of or deficiencies in our financial statements for the periods specified in such amendments and waivers. We are in compliance with all covenants under our debt agreements as of ~~September 30, 2017.~~

~~See~~ June 29, 2019 (refer to Item 1. Note 10 and Note 11 for more information on all of the above lease activity and debt ~~facilities.~~facilities, respectively).

Credit Ratings

Our credit ratings on ~~September 30, 2017~~June 29, 2019 were Baa3 (stable) and BBB- (stable) by Moody's Investors Service and Standard and Poor's ~~Global Ratings,~~Rating Services, respectively.

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

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

~~Financial Condition, Liquidity and Capital Resources~~

Off-Balance Sheet Arrangements

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

Contractual Obligations and Commitments

~~Other than the obligations related to the changes to our debt structure in relation to the repayments, as discussed in~~ ~~Item 1. Note 10, there~~There were no material changes in contractual obligations as of ~~September 30, 2017~~June 29, 2019 from those provided in our ~~2016~~2018 Form 10-K. ~~See below for a revised schedule of our enforceable and legally binding obligations as of September 30, 2017 related to our short and long-term debt arrangements.~~

Payment Due by Period (in millions)

2017⁽¹⁾
2018 - 2019 2020 - 2021 After 2021 Total
Short and long-term debt⁽²⁾
$ 406.5
$ 811.5
$ 812.5
$ 2,859.6
$ 4,890.1

⁽¹⁾~~Reflects remaining three months of 2017.~~


⁽²⁾	~~Short and long-term debt includes interest payments, which were calculated using the effective interest rate at September 30, 2017.~~

Critical Accounting Policies

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 policies disclosed in our 2018 Form 10-K other than the hedging policies that we updated upon adoption of ASU 2017-12 (refer to Item 1. Note 9) and our leasing polices that we updated upon adoption of ASU 2016-02 (refer to Item 1. Note 10).

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 ~~Annual Report on~~2018 Form ~~10-K for the year ended December 31, 2016.~~10-K.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act) as of ~~September 30, 2017.~~June 29, 2019. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures ~~were not~~are effective ~~as of September 30, 2017 because of the~~in ensuring that all material ~~weaknesses~~information relating to us and our consolidated subsidiaries required to be included in our ~~internal control over financial reporting described below.~~

~~All systems of internal control, no matter how well designed, have inherent limitations. Therefore, even~~periodic SEC filings would be made known to them by others within those systems deemed to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A material weakness is a deficiency, or combination of deficiencies,entities in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely ~~basis.~~manner and that no changes are required at this time.

Perrigo Company plc - Item 4

Controls and Procedures

Evaluation of the Effectiveness of Internal Control over Financial Reporting

~~We conducted an evaluation of~~Our management assessed the effectiveness of our internal control over financial reporting ~~based upon the~~as of June 29, 2019. The framework ~~established~~used in carrying out our evaluation was the 2013 Internal Control - Integrated Framework ~~issued~~ published by the Committee of Sponsoring Organizations ("COSO") of the Treadway ~~Commission (“COSO”).~~

~~Perrigo Company plc~~ ~~- Item 4~~

~~Controls and Procedures~~

~~Tysabri~~^® ~~Contingent Payments~~

~~We acquired the Tysabri~~^® ~~royalty stream in~~Commission. In evaluating our ~~acquisition of Elan Pharmaceuticals plc (“Elan”) in December 2013, and at the time~~information technology controls, we also used components of the ~~acquisition,~~framework contained in the Control Objectives for Information and related Technology, which was developed by the Information Systems Audit and Control Association’s IT Governance Institute, as a complement to the COSO internal control framework. Management has concluded that the right to receive quarterly royalty payments from Biogen Idec Inc. should be an intangible asset and such payments recognized as revenue in our financial statements. As discussed in Item 4.02 of our Form 8-K filed on April 25, 2017, during the 2016 year-end close process, and in anticipation of our potential sale of the Tysabri^® ~~royalty rights and the 2018 adoption of ASC 606~~ ~~Revenue from Contracts with Customers, we re-evaluated the historical classification of the Tysabri~~^® royalty stream as an intangible asset and concluded that it should have been reflected in the financial statements as a financial asset as of its 2013 acquisition date. As part of this evaluation, management determined that its control over the review of the application of the accounting guidance in ASC 805 ~~Business Combinations~~ ~~did not operate effectively in the appropriate identification of the assets acquired and liabilities assumed in connection with the Elan acquisition in December 2013.~~All of our originally filed financial statements through the filing of the Form 10-Q for the quarter ended October 1, 2016, as originally filed on November 10, 2016, included the disclosure of the Elan acquisition with the Tysabri^® royalty stream presented as an intangible asset. In addition, due to the fact that the asset was historically classified as an intangible asset, we did not design or implement controls around the fair value accounting for the Tysabri^® royalty stream as a financial asset, so these controls were not in place at any quarter end subsequent to the acquisition, including the date of the quarterly and annual assessment of internal control. Accordingly, management concluded that these control deficiencies represent material weaknesses. As discussed in our Form 10-Q for the quarter ended July 1, 2017, the material weakness related to the fair value accounting for the Tysabri^® ~~royalty stream as a financial asset was remediated during that period. See below for our discussion of the remediation efforts related to our acquisition of the Tysabri~~^® ~~royalty rights.~~

~~Income Taxes~~

Management has determined that we did not design or maintain effective management review controls related to our (1) evaluation of non-routine transactions that impact our effective tax rate on an annual and interim basis and (2) determination of our deferred taxes in connection with business combinations.

During our quarterly and annual fiscal 2016 close processes, management determined that the design and operating effectiveness of our controls around the evaluation of non-routine events did not operate appropriately. As disclosed in our Form 10-Q for the quarterly period ended April 2, 2016, our management review controls did not operate at a sufficient level of precision to ensure interim income taxes were properly recorded and disclosed in our condensed consolidated financial statements in connection with the recording of an indefinite-lived intangible asset impairment and estimated goodwill impairment as part of the Company’s controls to evaluate non-routine events that occur during a quarterly period and the related income tax impacts. These control deficiencies resulted in a material misstatement in income taxes in the preliminary financial statements for the quarter ended April 2, 2016. Additionally, these controls remained unremediated as of September 30, 2017, as they were in February 2017 when we identified that these controls did not appropriately evaluate the need for a valuation allowance. ASC 740, ~~Income Taxes,~~ requires a company to record a valuation allowance to reduce a deferred tax asset to its net realizable value. Our controls related to consideration of non-routine transactions or events were not designed and did not operate appropriately and identify whether a valuation allowance was needed as they did not identify that we entered into a three year cumulative loss and did not consider the positive and negative evidence in evaluating the potential sources of taxable income in determining whether a valuation allowance was required in the consolidated financial statements.

In February 2017, management identified the existence of tax basis in certain acquired intangible assets (“tax amortization benefits”) that existed at the time of the acquisition of Omega Pharma Invest N.V. (“Omega”) on March 30, 2015. Upon evaluating the tax amortization benefits, management concluded that the purchase accounting for Omega should have included the tax basis in the intangible assets in calculating the deferred tax liability in the opening balance sheet. This omission of existing tax basis in calculating the deferred tax liability on the acquisition date indicated that management’s review over the opening balance sheet deferred income tax accounts was not designed or operating appropriately.

~~Accordingly, management concluded that these control deficiencies represent material weaknesses.~~

~~Perrigo Company plc~~ ~~- Item 4~~

~~Controls and Procedures~~

~~Impairment~~

~~In connection with our long-lived asset impairment testing, management determined that the controls around the identification of the relevant asset group under ASC 360,~~ ~~Impairment and Disposal of Long-lived Assets~~, did not operate effectively. In determining the level to evaluate the long-lived assets in our animal health reporting unit for impairment testing, we inappropriately grouped the assets that constituted the asset group in applying the guidance in ASC 360.

~~Accordingly, management concluded that this control deficiency represented a material weakness.~~

~~Remediation Plan for the Material Weaknesses~~

We are committed to remediating the control deficiencies that gave rise to the material weaknesses described above. Management is responsible for implementing changes and improvements to internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses.

~~Tysabri~~^® ~~Contingent Payments~~

~~To remediate the material weakness related to the acquisition of the Tysabri~~^® royalty rights, we, with oversight from the Audit committee, designed certain controls around the identification of assets acquired and liabilities assumed in our business combination process. As part of the re-design of the controls, we: (1) considered our controls around the review of the related contracts and agreements and our application of ASC 805 to identify the type of assets acquired and liabilities assumed and (2) evaluated and enhanced management review controls related to business acquisitions. Based on the evaluation of the design and changes to our business acquisition process performed during the second and third quarters of 2017 on these newly implemented controls, we have concluded that these controls have been designed and implemented appropriately. As a result, we consider this material weakness to be remediated as of September 30, 2017.

~~Income Taxes~~

To remediate the material weaknesses in internal control over financial reporting related to income taxes, we have, with oversight from the Audit Committee, completed the review of the organizational structure, resources, processes and controls in place to measure and record income taxes to enhance the effectiveness of the design and operation of those controls. In addition, we continue to:

~~Evaluate the design and operating effectiveness of our controls related to income taxes for business acquisitions and non-routine transactions on an interim and annual basis;~~

~~Enhance monitoring activities related to income taxes; and~~

~~Evaluate and enhance the level of precision in the management review controls related to income taxes.~~

We have begun to implement the remediation actions and expect to complete the implementation as part of our 2017 fiscal year closing process. Until the remediation actions are fully implemented and the operational effectiveness of related internal controls is validated through testing, the material weaknesses related to income taxes described above will continue to exist.

~~Impairment~~

We, with oversight from the Audit Committee, designed and initiated certain controls around the financial reporting related to the identification of asset groups as part of our impairment testing. Controls we implemented include: (1) reviewing the design and operation of our controls related to asset group determination in our impairment process on an interim and annual basis and (2) evaluating and enhancing the management review controls related to impairment. Based on the testing performed during the second and third quarters of 2017 on these newly implemented controls around the identification of asset groups as part of our impairment testing, we have concluded that these controls have been designed appropriately and are operating effectively. As a result, we consider this material weakness to be remediated as of September 30, 2017.

~~Perrigo Company plc~~ ~~- Item 4~~

~~Controls and Procedures~~

~~We are committed to achieving and maintaining a strong internal control environment and believe the remediation measures will strengthen~~ our internal control over financial reporting ~~and remediate the material weaknesses identified. We continue to review the remaining un-remediated material weaknesses and intend to add resources and improve~~was effective as of June 29, 2019. The results of management’s assessment have been reviewed with our processes to achieve and maintain a strong control environment. We will continue to monitor the effectiveness of our remediation measures and will make any changes and take such other actions that we deem appropriate given the circumstances.Audit Committee.

Changes in Internal Control over Financial Reporting

~~Other than as described above under "Remediation Plan for Material Weaknesses," there~~There have been no changes in our internal control over financial reporting during the three months ended ~~September 30, 2017~~June 29, 2019 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 Part I, Item 1. Note 1415 of the Notes to the Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

Our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 includes a detailed discussion of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in the Form 10-K, other than as described below.

~~We identified material weaknesses~~Management transition creates uncertainties, and any difficulties we experience in managing such transitions may negatively impact our business.

Over the last several years, we have experienced a number of changes in our ~~internal controls over financial reporting; failure~~executive leadership. Most recently, on March 20, 2019, we announced the appointment of Raymond P. Silcock as Chief Financial Officer and principal accounting officer. Mr. Silcock’s appointment followed the resignation of Ronald L. Winowiecki, who had held those roles since his appointment in February 2017. Changes in executive management create uncertainty. Moreover, changes in our company as a result of management transition could have a disruptive impact on our ability to ~~remediate the material weaknesses~~implement, or result in changes to, our strategy and could negatively impact our business, financial condition and ~~the price~~results of ~~our ordinary shares.~~operations.

~~In connection with our review of certain material misstatements related to the characterization of the Tysabri~~^® royalty stream acquired in the Elan transaction, as well as material misstatements related to the calculation of deferred tax liabilities that existed at the time of the acquisition of Omega, and the evaluation of long-lived assets in our animal health reporting unit for impairment testing, in each case contained in certain of our historical financial statements, we concluded that there were material weaknesses in our internal control over financial reporting that contributed to those misstatements. As a result of the material weaknesses, which existed at December 31, 2016 and some of which remained at September 30, 2017, we have concluded that we did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2016, April 1, 2017, July 1, 2017 or September 30, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The failure to maintain effective control over financial reporting in turn resulted in material deficiencies in our disclosure controls and procedures.

We have identified and begun the implementation of actions, and continue to identify and implement, actions to improve the effectiveness of our internal control over financial reporting and disclosure controls and procedures, but there can be no assurance that such remediation efforts will be successful. We have also incurred and will continue to incur substantial accounting, legal, consulting, and other costs in connection with identifying and remediating the material weaknesses. Failure to remediate the material weaknesses could have a negative impact on our business and the market for our ordinary shares. For more information on our material weaknesses and the status of our remediation efforts, See ~~Part I, Item 4 - Controls and Procedures~~.

We are currently involved in a search for a new Chief Executive Officer and a subsequent search for a permanent Chief Financial Officer. If these searches are delayed, our business could be negatively impacted.

On June 5, 2017, we announced the forthcoming retirement of John T. Hendrickson as our Chief Executive Officer. Mr. Hendrickson will continue to serve as our Chief Executive Officer and a member of our Board until such time as a successor has been appointed. Our Board of Directors has initiated a Chief Executive Officer search process and has retained an executive search and leadership advisory firm to assist with the process of identifying and evaluating candidates.

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

~~Risk Factors~~

In addition, on February 21, 2017, we announced the resignation of Judy L. Brown as our Executive Vice President, Business Operations and Chief Financial Officer, effective February 27, 2017. Since that time, Ronald L. Winowiecki has served as our acting Chief Financial Officer. Although Mr. Winowiecki remains a key candidate for our permanent Chief Financial Officer, our Board of Directors has suspended its Chief Financial Officer search during its search for Mr. Hendrickson’s successor as Chief Executive Officer. There are no assurances concerning the timing or outcome of our search for a new Chief Executive Officer or subsequent search for a permanent Chief Financial Officer. If there are any delays in this process, or if any transition is not successful, our business could be negatively impacted.

The resolution of uncertain tax positions could be unfavorable, which could have an adverse effect on our business.

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

~~On August 15, 2017, we filed a complaint~~We are currently involved in several audits and adjustment-related disputes, including litigation, with the ~~United States District Court for the Western District of Michigan to recover $163.6 million of Federal income tax, penalties,~~IRS. These include litigation regarding our 2009, 2010, 2011, 2012, and interest assessed and collected by the Internal Revenue Service (“IRS”), plus statutory interest thereon from the dates of payment, for the fiscal years ended June 27, 2009, June 26, 2010, June 25, 2011, and June 30, 2012 (the “2009 tax year,” “2010 tax year,” “2011 tax year,” and “2012 tax year,” respectively). The IRS audits of those years culminated in the issuances of two statutory notices of deficiency: (1) on August 27, 2014 for the 2009 and 20102013 tax years, ~~and (2) on April 20, 2017 for the 2011 and 2012 tax years. The statutory notices of deficiency both included un-agreed income~~as well as proposed audit adjustments related ~~principally~~ to transfer pricing adjustments regarding the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States. In addition, the statutory notice of deficiency for the 2011 and 2012 tax years included the capitalization of certain expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits. We fully paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and filed timely claims for refund on June 11, 2015 and June 7, 2017 for the 2009-2010 tax years and 2011-2012 tax years, respectively. Our claims for refund were disallowed by certified letters dated August 18, 2015 and July 11, 2017, for the 2009-2010 tax years and 2011-2012 tax years, respectively. The complaint was timely, based upon the refund claim denials, and seeks refunds of tax, interest, and penalties of $37.2 million for the 2009 tax year, $61.5 million for the 2010 tax year, $40.2 million for the 2011 tax year and $24.7 million for the 2012 tax year. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges 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 on our balance sheet in the second quarter of the year ending December 31, 2017.

~~On December 22, 2016, we received a notice of proposed adjustment for the IRS audit of~~litigation costs related to Athena Neurosciences, Inc. (“Athena”), a subsidiary of Elan ~~Corporation plc (“Elan”)~~ acquired in 1996, for the ~~years ended December 31,~~ 2011, ~~December 31,~~ 2012 and ~~December~~2013 tax years.

In addition, on October 31, ~~2013. We acquired Elan in December 2013. This proposed amendment~~2018, we received an audit finding letter from Irish Revenue for the years under audit 2012-2013. The audit finding letter relates to the ~~deductibility~~tax treatment of ~~litigation costs.~~the 2013 sale of the Tysabri^® intellectual

Perrigo Company plc - Item 1A

Risk Factors

property and other assets related to Tysabri^® to Biogen Idec from Elan Pharma. The consideration paid by Biogen to Elan Pharma took the form of an upfront payment and future contingent royalty payments. Irish Revenue issued a Notice of Assessment ("NoA") on November 29, 2018, which assesses an Irish corporation tax liability against Elan Pharma in the amount of €1,636.0 million, not including interest or any applicable penalties. We disagree with this assessment and believe that the ~~IRS’s position asserted~~NoA is without merit and incorrect as a matter of law. We filed an appeal of the NoA on December 27, 2018 and will pursue all available administrative and judicial avenues as may be necessary or appropriate. As part of this strategy to pursue all available administrative and judicial avenues, Elan Pharma was, on February 25, 2019, granted leave by the Irish High Court to seek judicial review of the issuance of the NoA. The judicial review filing is based on our belief that Elan Pharma's legitimate expectations as a taxpayer have been breached, not on the merits of the NoA itself. The High Court has scheduled a hearing in this judicial review proceeding in April 2020, and we would expect a decision in this matter in the ~~notice~~second half of ~~proposed adjustment~~2020. If Perrigo is ultimately successful in the judicial review proceedings, the NoA will be invalidated and ~~intend~~Irish Revenue will not be able to ~~contest it.~~re-issue the NoA. The proceedings before the Tax Appeals Commission have been stayed until a decision on the judicial review application has been made, which could take up to, or more than, a year. No payment of any amount related to this assessment is required to be made, if at all, until all applicable proceedings have been completed, which could take a number of years. However, while we believe our position to be correct, there can be no assurance of an ultimate favorable outcome, and if the matter is ultimately resolved unfavorably it would have a material adverse impact on us, including on liquidity and capital resources.

On ~~July 11, 2017,~~April 26, 2019, we received a ~~draft notice~~revised Notice of ~~proposed adjustment associated with~~Proposed Adjustment (“NOPA”) from the IRS regarding transfer pricing positions ~~for~~related to the IRS audit of Athena for the years ended December 31, 2011, ~~December 31,~~ 2012 and ~~December 31,~~ 2013. The NOPA carries forward the theory from a 2017 draft NOPA that when Elan took over the future funding of Athena’s in-process R&D in 1996, after it acquired Athena ~~was~~in 1996, it should have paid a substantially higher royalty rate for the ~~originator of the patents associated with Tysabri~~^® ~~prior~~right to ~~the acquisition of Athena by Elan in 1996. The amount of adjustments that may be asserted by the IRS in the final notice of proposed adjustment cannot be quantified at this time; however,~~exploit Athena’s intellectual property, rather than rates based on ~~the draft notice received, the~~transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax and a 40.0% penalty. This amount ~~to be assessed may be material.~~excludes consideration of offsetting tax attributes and potentially material interest. We strongly disagree with the ~~IRS’s~~IRS income position and will pursue all available administrative and judicial remedies, including potentially those available under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. No payment of the additional amounts is required until the matter is resolved administratively, judicially, or through treaty negotiation. While we believe our position to be correct, there can be no assurance of an ultimate favorable outcome, and if the matter is resolved unfavorably it could have a material adverse impact on our liquidity and capital resources.

In addition, going forward, uncertainty regarding the future outcome of tax disputes such as ~~asserted in~~ the ~~draft notice of proposed adjustment~~NoA or NOPA may have an adverse impact on our financial condition and ~~intend~~strategy, including our plan to ~~contest it.~~separate our RX business.

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

~~Risk Factors~~

~~There are numerous other income tax jurisdictions for which tax returns are not yet settled, none of which are individually significant.~~ At this time, we cannot predict the outcome of any audit or related litigation. Unfavorable developments in or resolutions of ~~the audit~~ matters such as those discussed above could, individually or in the aggregate, have a material impact on our ~~consolidated financial statements~~Condensed Consolidated Financial Statements in future ~~periods.~~periods (refer to Item 1, Note 14 for further information related to uncertain tax positions and ongoing tax audits and Item 1. Note 15 for further information related to legal proceedings).

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~Share repurchase activity during the three months ended September 30, 2017 was as follows:~~

Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans
Value of Shares Available for Purchase⁽¹⁾
July 2 - July 31, 2017 484,860
$ 72.27
484,860

August 1 - August 31, 2017 1,354,721
$ 71.46
1,354,721

September 1 - September 30, 2017 19,124
$ 77.50
19,124

Total 1,858,705
$ 1.30 billion

⁽¹⁾ ~~The remaining $1.30 billion in the table represents the amount available to be repurchased under our 2015 Authorization as of September 30, 2017.~~

~~ITEM 5. OTHER INFORMATION~~

Our Board of Directors has established May 4, 2018 as the date of our 2018 Annual General Meeting of Shareholders (the “2018 Annual Meeting”). Because the date of the 2018 Annual Meeting will be more than 30 days before the anniversary of our 2017 Annual General Meeting of Shareholders, we are informing shareholders of the change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For shareholders who wish to present a proposal to be considered for inclusion in our proxy materials for the 2018 Annual Meeting, we have set a new deadline for the receipt of those proposals in accordance with Rule 14a-8 under the Exchange Act. To be considered timely, shareholders must submit their proposals, in writing, to our Company Secretary at our principal executive offices located at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland by December 19, 2017, which we have determined to be a reasonable time before we expect to begin to print and mail our proxy materials. Shareholder proposals must also comply with all applicable requirements of Rule 14a-8.

Because the 2018 Annual Meeting will be more than 30 days before the anniversary of the 2017 Annual General Meeting of Shareholders, our Articles of Association (the “Articles”) provide that shareholders who wish to bring a proposal or nominate a director at the 2018 Annual Meeting, but who are not requesting that the proposal or nomination be included in our proxy materials, must notify our Company Secretary, in writing, not earlier than the close of business on February 3, 2018 and not later than the close of business on February 23, 2018. Shareholders are advised to review the Articles, which contain additional requirements about advance notice of shareholder proposals and director nominations.

Perrigo Company plc ~~- Part II~~ - Item 6

Exhibits

ITEM 6. EXHIBITS



Exhibit Number		Description

3.1		Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 19, 2013).

3.2		Memorandum and Articles of Association of Perrigo Company plc, as amended and restated (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2017).

10.1		~~Letter Agreement between~~ Perrigo Company plc ~~and Ronald L. Winowiecki, dated July 18, 2017~~2019 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on ~~July 21, 2017)~~April 30, 2019).

10.2		~~Amendment No. 3 to the 2013 Long-Term Incentive Plan,~~Waiver and Release Agreement by and between Perrigo Company plc and Ronald Winowiecki effective as of ~~November 3,2017 (filed herewith)~~April 17, 2019 (incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019).

10.3		~~Forms~~Stock Purchase Agreement and Agreement and Plan of ~~Service-Based Restricted Stock Unit Award Agreements under the Company's 2013 Long-Term Incentive Plan~~Merger by and among Perrigo Oral Health Care Holdings, Inc., Perrigo Ireland 6 DAC, Big Mouth Merger Sub, LLC, Ranir Global Holdings, LLC, Camden Partners III SPV, L.P., RGH SELLER REP, LLC and Perrigo Company plc, effective as of May 8, 2019 (filed herewith).

10.4		~~Forms~~Supplemental Waiver and Release Agreement by and between Perrigo Company plc and Ronald Winowiecki effective as of ~~Performance-Based Restricted Stock Unit Award Agreements under the Company's 2013 Long-Term Incentive Plan~~July 1, 2019 (filed herewith).

~~10.5~~		~~Forms of Nonqualified Stock Option Agreements under the Company's 2013 Long-Term Incentive Plan filed (herewith).~~

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

31.2		Rule 13a-14(a) Certification by ~~Ronald L. Winowiecki, Acting~~Raymond P. Silcock, Chief Financial Officer (filed herewith).

32		Certification Pursuant to 18 United States Code 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (furnished herewith).

~~101.INS~~101. INS		XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		PERRIGO COMPANY PLC
		(Registrant)

Date:	~~November 9, 2017~~August 8, 2019	~~By: /s/ John T. Hendrickson~~/s/ Murray S. Kessler
		~~John T. Hendrickson~~Murray S. Kessler
		Chief Executive Officer and President
		(Principal Executive Officer)

Date:	~~November 9, 2017~~August 8, 2019	~~By: /s/ Ronald L. Winowiecki~~/s/ Raymond P. Silcock
		~~Ronald L. Winowiecki~~Raymond P. Silcock
		~~Acting~~ Chief Financial Officer
		(Principal Accounting and Financial Officer)

5955



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

~~Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland~~		-
~~(Address of principal executive offices)~~		~~(Zip Code)~~



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



Large accelerated filer	~~[X]~~☒	Accelerated filer	~~[ ]~~☐	Non-accelerated filer	~~[ ]~~☐	~~(Do not check if smaller reporting company)~~
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.							~~[ ]~~☐


		PAGE NUMBER		PAGE NUMBER
Cautionary Note Regarding Forward-Looking Statements	Cautionary Note Regarding Forward-Looking Statements	1	Cautionary Note Regarding Forward-Looking Statements	1

PART I. FINANCIAL INFORMATION	PART I. FINANCIAL INFORMATION		PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	Item 1. Financial Statements (Unaudited)		Item 1. Financial Statements (Unaudited)

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and October 1, 2016		2
Condensed Consolidated Statements of Operations			Condensed Consolidated Statements of Operations	2

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017 and October 1, 2016		3
Condensed Consolidated Statements of Comprehensive Income			Condensed Consolidated Statements of Comprehensive Income	3

Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016		4
Condensed Consolidated Balance Sheets			Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and October 1, 2016		5
Condensed Consolidated Statements of Shareholders' Equity			Condensed Consolidated Statements of Shareholders' Equity	5

Condensed Consolidated Statements of Cash Flows			Condensed Consolidated Statements of Cash Flows	6

Notes to the Condensed Consolidated Financial Statements	Notes to the Condensed Consolidated Financial Statements		Notes to the Condensed Consolidated Financial Statements

1	Summary of Significant Accounting Policies	6	Summary of Significant Accounting Policies	7

2	Divestitures	10	Revenue Recognition	9

3	Goodwill and Other Intangible Assets	10	Acquisitions	10

4	Accounts Receivable Factoring	12	Goodwill and Intangible Assets	10

5	Inventories	12	Inventories	11

6	Fair Value Measurements	12	Fair Value Measurements	11

7	Investments	17	Investments	14

8	Derivative Instruments and Hedging Activities	18	Assets Held For Sale	15

9	Assets Held For Sale	21	Derivative Instruments and Hedging Activities	15

10	Indebtedness	22	Leases	20

11	Earnings per Share and Shareholders' Equity	24	Indebtedness	23

12	Accumulated Other Comprehensive Income (Loss)	25	Earnings per Share and Shareholders' Equity	24

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

14	Commitments and Contingencies	26	Income Taxes	25

15	Restructuring Charges	30	Contingencies	27

16	Segment Information	30	Restructuring Charges	35

17			Segment Information	36

18			Subsequent Events	36

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3. Quantitative and Qualitative Disclosures About Market Risk	Item 3. Quantitative and Qualitative Disclosures About Market Risk	52	Item 3. Quantitative and Qualitative Disclosures About Market Risk	51

Item 4. Controls and Procedures	Item 4. Controls and Procedures	52	Item 4. Controls and Procedures	51

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

Item 1. Legal Proceedings	Item 1. Legal Proceedings	55	Item 1. Legal Proceedings	52

Item 1A. Risk Factors	Item 1A. Risk Factors	55	Item 1A. Risk Factors	52

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds		57

Item 5. Other Information		57

Item 6. Exhibits	Item 6. Exhibits	58	Item 6. Exhibits	54

SIGNATURES	SIGNATURES	59	SIGNATURES	55



	Three Months Ended						Six Months Ended
	June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Net sales	$	1,149.0		$	1,186.4		$	2,323.5		$	2,403.4
Cost of sales	718.2			715.4			1,443.9			1,439.7
Gross profit	430.8			471.0			879.6			963.7

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

Operating income	55.0			94.7			157.3			250.9

Change in financial assets	(5.5		)	(0.6		)	(15.9		)	9.0
Interest expense, net	31.2			32.1			59.8			63.5
Other (income) expense, net	2.3			7.9			5.5			12.1
Loss on extinguishment of debt	—			—			—			0.5
Income before income taxes	27.0			55.3			107.9			165.8
Income tax expense	18.0			19.1			35.0			48.8
Net income	$	9.0		$	36.2		$	72.9		$	117.0

Earnings per share
Basic	$	0.07		$	0.26		$	0.54		$	0.84
Diluted	$	0.07		$	0.26		$	0.54		$	0.84

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



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



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



	Three Months Ended						Nine Months Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016
Net sales	$	1,231.3		$	1,261.6		$	3,663.1		$	3,949.3
Cost of sales	733.5			777.1			2,196.4			2,385.2
Gross profit	497.8			484.5			1,466.7			1,564.1

Operating expenses
Distribution	21.5			21.6			64.2			65.9
Research and development	38.4			50.2			120.8			142.5
Selling	143.5			154.6			454.1			506.9
Administration	123.3			105.4			326.9			317.2
Impairment charges	7.8			1,614.4			47.4			2,028.8
Restructuring	3.8			6.6			54.7			17.9
Other operating income	(2.9		)	—			(41.0		)	—
Total operating expenses	335.4			1,952.8			1,027.1			3,079.2

Operating income (loss)	162.4			(1,468.3		)	439.6			(1,515.1		)

Change in financial assets	2.6			377.4			24.2			1,492.6
Interest expense, net	34.7			54.6			133.1			163.2
Other (income) expense, net	(3.6		)	1.0			(1.1		)	32.4
Loss on extinguishment of debt	—			0.7			135.2			1.1
Income (loss) before income taxes	128.7			(1,902.0		)	148.2			(3,204.4		)
Income tax expense (benefit)	84.2			(311.8		)	101.8			(550.7		)
Net income (loss)	$	44.5		$	(1,590.2	)	$	46.4		$	(2,653.7	)

Earnings (loss) per share
Basic	0.31			(11.10		)	$	0.33		$	(18.53	)
Diluted	$	0.31		$	(11.10	)	$	0.32		$	(18.53	)

Weighted-average shares outstanding
Basic	141.3			143.3			142.5			143.2
Diluted	141.7			143.3			142.8			143.2

Dividends declared per share	$	0.160		$	0.145		$	0.480		$	0.435


	September 30, 2017			December 31, 2016			June 29, 2019			December 31, 2018
Assets
Cash and cash equivalents	$	775.9		$	622.3		$	1,055.7		$	551.1
Accounts receivable, net of allowance for doubtful accounts of $6.2 million and $6.3 million, respectively	1,076.6			1,176.0
Accounts receivable, net of allowance for doubtful accounts of $6.3 and $6.4, respectively							1,117.1			1,073.1
Inventories	821.9			795.0			940.5			878.0
Prepaid expenses and other current assets	297.4			212.0			322.1			400.0
Total current assets	2,971.8			2,805.3			3,435.4			2,902.2
Property, plant and equipment, net	822.3			870.1			824.3			829.1
Financial assets	—			2,350.0
Goodwill and other indefinite-lived intangible assets	4,255.4			4,163.9
Other intangible assets, net	3,347.4			3,396.8
Non-current deferred income taxes	22.4			72.1
Operating lease assets							135.4			—
Goodwill and indefinite-lived intangible assets							3,967.8			4,029.1
Definite-lived intangible assets, net							2,675.2			2,858.9
Deferred income taxes							6.8			1.2
Other non-current assets	423.3			211.9			383.8			362.9
Total non-current assets	8,870.8			11,064.8			7,993.3			8,081.2
Total assets	$	11,842.6		$	13,870.1		$	11,428.7		$	10,983.4
Liabilities and Shareholders’ Equity
Accounts payable	$	477.1		$	471.7		$	513.7		$	474.9
Payroll and related taxes	133.4			115.8			126.3			132.1
Accrued customer programs	368.8			380.3			385.2			442.4
Accrued liabilities	274.6			263.3			262.7			201.3
Accrued income taxes	61.5			32.4			104.1			96.5
Current indebtedness	417.1			572.8			398.8			190.2
Total current liabilities	1,732.5			1,836.3			1,790.8			1,537.4
Long-term debt, less current portion	3,275.7			5,224.5			3,084.4			3,052.2
Non-current deferred income taxes	357.7			389.9
Deferred income taxes							280.2			282.3
Other non-current liabilities	434.9			461.8			546.9			443.4
Total non-current liabilities	4,068.3			6,076.2			3,911.5			3,777.9
Total liabilities	5,800.8			7,912.5			5,702.3			5,315.3
Commitments and contingencies - Note 14
Commitments and contingencies - Refer to Note 15
Shareholders’ equity
Controlling interest:
Preferred shares, $0.0001 par value, 10 million shares authorized	—			—
Ordinary shares, €0.001 par value, 10 billion shares authorized	7,900.1			8,135.0
Accumulated other comprehensive income (loss)	191.2			(81.8		)
Controlling interests:
Preferred shares, $0.0001 par value per share, 10 shares authorized							—			—
Ordinary shares, €0.001 par value per share, 10,000 shares authorized							7,395.5			7,421.7
Accumulated other comprehensive income							99.5			84.6
Retained earnings (accumulated deficit)	(2,049.6		)	(2,095.1		)	(1,768.8		)	(1,838.3		)
Total controlling interest	6,041.7			5,958.1			5,726.2			5,668.0
Noncontrolling interest	0.1			(0.5		)	0.2			0.1
Total shareholders’ equity	6,041.8			5,957.6			5,726.4			5,668.1
Total liabilities and shareholders' equity	$	11,842.6		$	13,870.1		$	11,428.7		$	10,983.4

Supplemental Disclosures of Balance Sheet Information
Ordinary shares, issued and outstanding (in millions)	140.8			143.4
Preferred shares, issued and outstanding							—			—
Ordinary shares, issued and outstanding							136.0			135.9



	Ordinary Shares Issued					Accumulated Other Comprehensive Income			Retained Earnings (Accumulated Deficit)			Total
	Shares		Amount			Accumulated Other Comprehensive Income			Retained Earnings (Accumulated Deficit)			Total
Balance at December 31, 2017	140.8		$	7,892.9		$	253.1		$	(1,975.5	)	$	6,170.5
Adoption of new accounting standards	—		—			(1.0		)	6.3			5.3
Net income	—		—			—			80.8			80.8
Other comprehensive income	—		—			72.2			—			72.2
Stock options exercised	—		0.2			—			—			0.2
Restricted stock plan	0.2		—			—			—			—
Compensation for stock options	—		2.7			—			—			2.7
Compensation for restricted stock	—		10.0			—			—			10.0
Cash dividends, $0.19 per share	—		(26.7		)	—			—			(26.7		)
Shares withheld for payment of employees' withholding tax liability	—		(1.5		)	—			—			(1.5		)
Repurchases of ordinary shares	(1.3	)	(108.1		)	—			—			(108.1		)
Balance at March 31, 2018	139.7		$	7,769.5		$	324.3		$	(1,888.4	)	$	6,205.4

Net income	—		—			—			36.2			36.2
Other comprehensive income	—		—			(169.3		)	—			(169.3		)
Stock options exercised	—		0.1			—			—			0.1
Restricted stock plan	0.1		—			—			—			—
Compensation for stock options	—		2.7			—			—			2.7
Compensation for restricted stock	—		6.9			—			—			6.9
Cash dividends, $0.19 per share	—		(26.1		)	—			—			(26.1		)
Shares withheld for payment of employees' withholding tax liability	(0.1	)	(1.9		)	—			—			(1.9		)
Repurchases of ordinary shares	(2.0	)	(156.9		)	—			—			(156.9		)
Balance at June 30, 2018	137.7		$	7,594.3		$	155.0		$	(1,852.2	)	$	5,897.1


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



~~Recently Issued Accounting Standards Adopted~~
~~Standard~~	~~Description~~	~~Date of adoption~~	~~Effect on the Financial Statements or Other Significant Matters~~
~~Clarifying the Definition of a Business~~	This update clarifies the definition of a business and addresses whether transactions should be accounted for as asset acquisitions or business combinations (or divestitures). The guidance includes an initial threshold that an acquired set of assets will not be considered a business if substantially all of the fair value of the assets acquired is concentrated in a single tangible or identifiable intangible asset (or group of similar assets). If the acquired set does not pass the initial threshold, then the guidance requires that, to be a business, the set must include an input and a substantive process that together significantly contribute to the ability to create outputs. Different factors are considered to determine whether the set includes a substantive process, such as the inclusion of an organized workforce. Further, the guidance removes language stating that a business need not include all of the inputs and processes that the seller used in operating the business.	~~January 1, 2017~~	We early adopted this new standard and will apply it prospectively when determining whether transactions should be accounted for as asset acquisitions (divestitures) or business combinations (divestitures). During the nine months ended September 30, 2017, we applied the new guidance when determining whether certain product divestitures represented sales of assets or businesses.
~~Improvements to Employee Share-Based Payment Accounting~~	This guidance is intended to simplify several aspects of the accounting for share-based payment award transactions. It will require all income tax effects of awards to be recorded through the income statement when the awards vest or settle as opposed to certain amounts being recorded in additional paid-in capital. An entity will also have to elect whether to account for forfeitures as they occur or by estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change (as currently required). The guidance will also increase the amount an employer can withhold to cover income taxes on awards.	~~January 1, 2017~~	We adopted this standard as of January 1, 2017. We elected to estimate the number of awards expected to be forfeited and adjust the estimate when it is likely to change, consistent with past practice. We did not change the amounts that we withhold to cover income taxes on awards. As the requirement to record all income tax effects of vested or settled awards through the income statement is prospective in nature, there was no cumulative effect of adopting the standard on our balance sheet.



Recently Issued Accounting Standards Not Yet Adopted
Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
~~Revenue from Contracts with Customers~~ASU 2018-15: Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. This guidance ~~allows for two adoption methods, full retrospective approach~~requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or ~~modified retrospective approach.~~expense as incurred.	January 1, ~~2018~~2020	We continue to evaluate the implications of adoption of the new revenue standard on our Consolidated Financial Statements. We have completed an initial assessment and are in the process of quantifying the adoption impact, if any, related to certain topics identified through our evaluation process. Our assessment of the new revenue standard has been focused on, but has not been limited to, the concepts of over-time versus point-in-time revenue recognition patterns, variable consideration, and identification of performance obligations. We will not complete our final assessment and quantification of the impact of the new revenue standard on our Consolidated Financial Statements until the adoption date. Our analysis indicates that certain contract manufacturing and private label arrangements may require revenue recognition over-time in situations in which we produce products that have no alternative use and we have an enforceable right to payment for performance completed to date, inclusive of a reasonable profit margin. This may result in an acceleration of revenue recognition for certain contractual arrangements as compared to recognition under current accounting literature. Wecurrently plan to adopt the ~~new revenue~~ standard prospectively on the effective ~~January 1, 2018 using~~date. Upon adoption, no impact is currently expected, however, future hosting arrangements treated as service contracts will need to be evaluated for capitalizable costs during implementation. The Consolidated Financial Statement impact will align with the ~~modified retrospective method.~~presentation of the underlying hosting contracts, which will be included within Operating expenses.
~~Intra-Entity Asset Transfers of Assets Other Than Inventory~~ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement	~~Under the new~~This guidance ~~the tax impact~~amends ASC 820 to ~~the seller on the profit from the transfers~~add, remove, and the buyer’s deferred tax benefit on the increased tax basis would be recognized when the transfers occur, resulting in the recognition of expense sooner than under historical guidance. The guidance excludes intra-entity transfers of inventory. For intra-entity transfers of inventory, the Financial Accounting Standards Board ("FASB") decided to retain current GAAP, which requires an entity to recognize the income tax consequences when the inventory has been sold to an outside party.modify certain disclosure requirements for fair value measurements.	January 1, ~~2018~~2020	We ~~are~~ currently ~~evaluating~~plan to adopt the ~~implications~~standard on the effective date. Upon adoption, we will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurement. We will no longer be required to disclose the amount of ~~adoption on our Consolidated Financial Statements.~~
~~Financial Instruments - Recognition~~ and ~~Measurement~~reasons for transfers between Level 1 and Level 2 of ~~Financial Assets and Liabilities~~	The objective of this simplification update is to improve the decision usefulness of financial instrument reporting, and it principally affects accounting for equity investments currently classified as available for sale and financial liabilities where the fair value option has been elected. Entities will have to measure many equity investments at fair value and recognize changes in fair value in net income rather than other comprehensive income as required under current U.S. GAAP.	~~January 1, 2018~~	We have identified certain investments that will require an adjustment, however, at this time, we are unable to estimate the impact of adopting this standard as the significance of the impact will depend upon our equity investments as of the date of adoption.

hierarchy.

~~Recently Issued Accounting Standards Not Yet Adopted (continued)~~
~~Standard~~	~~Description~~	~~Effective Date~~	~~Effect on the~~ ASU 2016-13: Financial ~~Statements or Other Significant Matters~~
~~Leases~~	This guidance was issued to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. For leases with a term of 12 months or less, lessees are permitted to make an election to not recognize right-of-use assets and lease liabilities. Upon adoption, lessees will apply the new standard as of the beginning of the earliest comparative period presented in the financial statements, however lessees will be able to exclude leases that expire as of the implementation date. Early adoption is permitted.	~~January 1, 2019~~	We are currently evaluating the implications of adoption on our Consolidated Financial Statements and have commenced the first step of identifying a task force to take the lead in implementing the new Lease standard.
~~Derivatives and Hedging~~	This update was issued to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. In addition, the amendments simplify the application of hedge accounting in certain situations. Under the new rule, the entity’s ability to hedge non-financial and financial risk components is expanded. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and also eases certain documentation and assessment requirements. Early adoption is permitted.	~~January 1, 2019~~	~~We are currently evaluating the implications of adoption on our Consolidated Financial Statements.~~
Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2018-19: Codification Improvements for Topic 326: Measurement of Credit Losses on Financial Instruments ASU 2019-05: Financial Instruments-Credit Losses: Targeted Transition Relief	This guidance changes the impairment model for most financial assets and certain other instruments, replacing the current "incurred loss" approach with an "expected loss" credit impairment model, which will apply to most financial assets measured at amortized cost, and certain other instruments, including trade and other receivables, loans, held-to-maturity debt securities and off-balance sheet credit exposures such as letters of credit. ~~Early~~	January 1, 2020	We are in the process of completing our evaluation. Upon adoption, we are not expecting a material impact on the financial statements.
ASU 2018-18: Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606	This guidance amends ASC 808 to clarify that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is ~~permitted.~~a customer. The proposed guidance would be applied retrospectively to the date of initial adoption of Topic 606.	January 1, 2020	We are ~~currently evaluating~~in the ~~new standard~~process of completing our evaluation. Upon adoption, we are not expecting a material impact on the financial statements.
ASU 2018-14: Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for ~~potential impacts on our receivables, debt,~~Defined Benefit Plans	This guidance amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other ~~financial instruments.~~
~~Intangibles - Goodwill and Other Simplifying the Test for Goodwill~~post-retirement plans.	The objective of this update is to reduce the cost and complexity of subsequent goodwill accounting by simplifying the impairment test by removing the Step 2 requirement to perform a hypothetical purchase price allocation when the carrying value of a reporting unit exceeds its fair value. If a reporting unit’s carrying value exceeds its fair value, an entity would record an impairment charge based on that difference, limited to the amount of goodwill attributed to that reporting unit. The proposal would not change the guidance on completing Step 1 of the goodwill impairment test. The proposed guidance would be applied prospectively. Early adoption is permitted.	~~January 1,~~December 31, 2020	We are currently evaluating the implications of adoption on our Consolidated Financial Statements.


(2)	Consists primarily of branded OTC, diabetic care, diagnostic products and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales.



	Three Months Ended				Six Months Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
CSCA⁽¹⁾
Cough/cold/allergy/sinus	$	120.9	$	109.3	$	253.5	$	250.8
Gastrointestinal	106.2		103.0		206.5		195.2
Infant nutritionals	85.5		109.2		181.5		212.6
Analgesics	88.2		92.2		177.0		185.9
Smoking cessation	77.0		71.2		143.8		137.1
Animal health	22.4		31.9		42.0		58.2
Vitamins, minerals and dietary supplements	3.9		4.3		7.3		7.3
Other CSCA⁽²⁾	78.0		75.8		152.3		151.4
Total CSCA	582.1		596.9		1,163.9		1,198.5
CSCI
Cough/cold/allergy/sinus	74.1		84.7		169.8		183.4
Lifestyle	81.2		86.1		162.7		175.8
Personal care and derma-therapeutics	69.2		79.7		135.2		155.3
Natural health and vitamins, minerals and dietary supplements	25.6		27.9		55.4		61.1
Anti-parasites	26.0		30.4		52.7		58.5
Other CSCI⁽³⁾	51.4		49.1		102.5		101.6
Total CSCI	327.5		357.9		678.3		735.7
Total RX	239.4		231.6		481.3		469.2
Total net sales	$	1,149.0	$	1,186.4	$	2,323.5	$	2,403.4



	December 31, 2018		Transfer to assets held-for-sale			Currency Translation Adjustments			June 29, 2019
CSCA⁽¹⁾	$	1,713.7	$	(42.2	)	$	2.1		$	1,673.6
CSCI⁽²⁾	1,151.3		—			(9.2		)	1,142.1
RX	1,114.8		—			4.8			1,119.6
Total goodwill	$	3,979.8	$	(42.2	)	$	(2.3	)	$	3,935.3



	September 30, 2017				December 31, 2016
	Gross		Accumulated Amortization		Gross		Accumulated Amortization
Definite-lived intangibles:
Distribution and license agreements, supply agreements	$	310.2	$	157.5	$	305.6	$	120.4
Developed product technology, formulations, and product rights	1,355.4		568.8		1,418.1		526.0
Customer relationships and distribution networks	1,623.7		424.5		1,489.9		307.5
Trademarks, trade names, and brands	1,317.5		111.0		1,189.3		55.3
Non-compete agreements	14.7		12.3		14.3		11.2
Total definite-lived intangibles	$	4,621.5	$	1,274.1	$	4,417.2	$	1,020.4
Indefinite-lived intangibles:
Trademarks, trade names, and brands	$	52.0	$	—	$	50.5	$	—
In-process research and development	51.4		—		64.0		—
Total indefinite-lived intangibles	103.4		—		114.5		—
Total other intangible assets	$	4,724.9	$	1,274.1	$	4,531.7	$	1,020.4


~~Level 1:~~	~~Quoted prices for identical instruments in active markets.~~


(3)	Consists primarily of liquid licensed products, our distribution business and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales.



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


(1)	We had accumulated impairments of $24.5 million and $161.2 million as of June 30, 2018 and June 29, 2019, respectively.


(2)	We had accumulated impairments of $868.4 million as of June 30, 2018 and June 29, 2019.



Reporting Segments:	December 31, 2016		Business divestitures			Re-class to assets held-for-sale			Currency translation adjustment		September 30, 2017
CHCA	$	1,810.6	$	—		$	—		$	2.9	$	1,813.5
CHCI	1,070.8		(4.1		)	—			122.3		1,189.0
RX	1,086.6		—			—			6.5		1,093.1
Other	81.4		—			(32.6		)	7.6		56.4
Total goodwill	$	4,049.4	$	(4.1	)	$	(32.6	)	$	139.3	$	4,152.0



	June 29, 2019				December 31, 2018
	Gross		Accumulated Amortization		Gross		Accumulated Amortization
Indefinite-lived intangibles:
Trademarks, trade names, and brands	$	18.0	$	—	$	18.1	$	—
In-process research and development	14.5		—		31.2		—
Total indefinite-lived intangibles	$	32.5	$	—	$	49.3	$	—
Definite-lived intangibles:
Distribution and license agreements and supply agreements	$	173.7	$	105.2	$	178.6	$	99.0
Developed product technology, formulations, and product rights	1,321.0		706.1		1,318.8		654.6
Customer relationships and distribution networks	1,558.5		613.9		1,586.6		566.5
Trademarks, trade names, and brands	1,266.0		219.5		1,282.4		188.5
Non-compete agreements	8.3		7.6		12.9		11.8
Total definite-lived intangibles	$	4,327.5	$	1,652.3	$	4,379.3	$	1,520.4
Total intangible assets	$	4,360.0	$	1,652.3	$	4,428.6	$	1,520.4



	June 29, 2019		December 31, 2018
Finished goods	$	501.2	$	444.9
Work in process	192.8		197.5
Raw materials	246.5		235.6
Total inventories	$	940.5	$	878.0


~~Level 2:~~	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.


~~Level 3:~~	~~Valuations derived from valuation techniques in which one or more significant inputs are not observable.~~



	June 29, 2019						December 31, 2018
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Measured at fair value on a recurring basis:
Assets:
Investment securities	$	2.8	$	—	$	—	$	9.4	$	—	$	—
Foreign currency forward contracts	—		4.0		—		—		3.8		—
Funds associated with Israeli severance liability	—		14.0		—		—		13.0		—
Royalty Pharma contingent milestone payments	—		—		89.1		—		—		323.2
Total assets	$	2.8	$	18.0	$	89.1	$	9.4	$	16.8	$	323.2

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

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



		Fair Value
	Fair Value Hierarchy	September 30, 2017		December 31, 2016
Measured at fair value on a recurring basis:
Assets:
Investment securities	Level 1	$	6.1	$	38.2

Foreign currency forward contracts	Level 2	$	13.1	$	3.8
Funds associated with Israeli severance liability	Level 2	16.1		15.9
Total level 2 assets		$	29.2	$	19.7

Royalty Pharma contingent milestone payments	Level 3	$	143.2	$	—
Financial assets	Level 3	—		2,350.0
Total level 3 assets		$	143.2	$	2,350.0

Liabilities:
Foreign currency forward contracts	Level 2	$	3.3	$	5.0

Contingent consideration	Level 3	$	44.9	$	69.9

Measured at fair value on a non-recurring basis:
Assets:
Goodwill⁽¹⁾	Level 3	$	—	$	1,148.4
Indefinite-lived intangible assets⁽²⁾	Level 3	13.3		0.3
Definite-lived intangible assets⁽³⁾	Level 3	11.5		758.0
Assets held for sale, net	Level 3	95.1		18.2
Total level 3 assets		$	119.9	$	1,924.9


⁽¹⁾	As of December 31, ~~2016,~~2018, goodwill with a carrying amount of ~~$2.2 billion~~$178.9 million was written down to ~~its implied~~a fair value of ~~$1.1 billion.~~$42.2 million.


⁽²⁾	As of ~~September 30, 2017,~~December 31, 2018, indefinite-lived intangible assets with a carrying amount of ~~$26.0~~$46.9 million were written down to a fair value of ~~$13.3~~$10.5 million.


(3)	As of December 31, ~~2016, indefinite-lived~~2018, definite-lived intangible assets with a carrying amount of ~~$0.7~~$72.0 million were written down to a fair value of ~~$0.3~~$22.4 million.



	~~Nine Months Ended~~
	~~September 30, 2017~~
	~~Lumara~~
~~5-year average growth rate~~	~~(4.1)%~~
~~Discount rate~~	~~13.5%~~
~~Valuation method~~	~~MPEEM~~



	Year Ended
	December 31, 2016
	Omega - Lifestyle	Omega - XLS	Entocort^®- Branded Products	Entocort^®- AG Products	Herron Trade Names and Trademarks
5-year average growth rate	2.5%	3.2%	(31.7)%	(30.4)%	4.6%
Long-term growth rates	2.0%	NA	(10.0)%	(4.7)%	2.5%
Discount rate	9.3%	9.5%	13.0%	10.5%	10.8%
Royalty rate	NA	4.0%	NA	NA	11.0%
Valuation method	MPEEM	Relief from Royalty	MPEEM	MPEEM	Relief from Royalty



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


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



	June 29, 2019
Assets held for sale
Current assets	$	29.3
Property, plant and equipment, net	10.8
Goodwill and indefinite-lived intangible assets	42.2
Definite-lived intangible assets, net	36.4
Other assets	25.7
Total assets held for sale	$	144.4
Liabilities held for sale
Current liabilities	$	11.3
Other liabilities	38.3
Total liabilities held for sale	$	49.6



	September 30, 2017			December 31, 2016
Equity securities, at cost less impairments	$	15.5		$	16.5
Gross unrealized gains	—			21.7
Gross unrealized losses	(9.4		)	—
Estimated fair value of equity securities	$	6.1		$	38.2