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

~~Note 15~~the divestiture of the Latin America businesses

NOTE 1514 – INCOME TAXES

The effective tax rates were as follows:

Three Months Ended Nine Months Ended
October 2,
2021 September 26,
2020 October 2,
2021 September 26,
2020
113.9 % 45.5 % 165.5 % 20.5 %


Three Months Ended
April 2, 2022		April 3, 2021
90.2	%	84.0	%

The effective tax rate on the pre-tax loss for the three ~~and nine~~ months ended ~~October~~April 2, ~~2021~~2022, increased compared to the effective tax rate on the pre-tax income for the three ~~and nine~~ months ended ~~September 26, 2020~~April 3, 2021, primarily due to the tax benefit of the loss on sale of our Latin America businesses. The increase in the effective tax rate was offset, in part, by income tax expense ~~recorded in 2021~~associated with internal legal entity restructuring recognized for ~~settlement of~~ the ~~Irish Notice of Amended Assessment~~three months ended April 2, 2022, and the net income tax expense on intra-entity transfers of intellectual property ~~plus tax benefits recorded in~~recognized for the ~~2020 periods for reductions to the U.S. valuation allowance and the U.S. Coronavirus Aid, Relief and Economic Security ("CARES") Act, enacted in the first quarter of 2020.~~

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

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

Perrigo Company, our U.S. subsidiary ("Perrigo U.S."), is engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the generic heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a ~~second~~ statutory notice of deficiency from the IRS for the ~~fiscal tax~~ years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from the assignment of an omeprazole distribution contract to an Israeli affiliate. In addition to the transfer pricing adjustments, which applied to all 4 tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments ~~for~~requiring the capitalization and amortization of certain legal expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to ~~ANDAs.~~ANDAs filed with a Paragraph IV Certification.

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

Perrigo Company plc - Item 1

Note 14

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

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

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

~~Note 15~~

refund case in the Western District of Michigan alerting the court to a United States Tax Court decision in Mylan v. Comm'r that ruled in favor of the taxpayer on ~~the~~nearly identical ANDA issues as we have before the court. Post-trial briefings were completed on September 24, 2021 and the case is now fully submitted for the court's decision. On January 28, 2022, the IRS filed a Notice of Appeal with the United States Court of Appeals of the Third Circuit to appeal the United States Tax Court's decision in Mylan v. Comm'r.

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

Perrigo Company plc - Item 1

Note 14

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

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

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

Perrigo Company plc - Item 1

Note 1514

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

On April 26, 2019, we received a revised NOPA from the IRS regarding transfer pricing positions related to the IRS audit of Athena Neurosciences, ~~Inc.~~LLC ("Athena") for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. The NOPA carries forward the IRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property in various developmental products, including the Multiple Sclerosis drug Tysabri, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax based on imputing royalty income to Athena using a 24.7% royalty rate derived by the IRS and a 40.0% accuracy-related penalty. This amount excludes consideration of offsetting tax attributes and any potential interest that may be imposed. We strongly disagree with the IRS position. On December 22, 2016, we also received a NOPA for these years denying the deductibility of settlement costs related to illegal marketing of Zonegran in the United States raised in a Qui Tam ~~action.~~action under the U.S. False Claims Act. We strongly disagree with the IRS' position on this issue as well. Because we believe that any concession on these issues in Appeals would be contrary to our evaluation of the issues and to avoid double taxation of the same income in the United States and Ireland, we pursued our remedies under the ~~U.S. - Ireland~~Mutual Agreement Procedure of the U.S.-Ireland Income Tax Treaty to alleviate double taxation. On April ~~14,~~21 and 23, 2020, we filed ~~a request~~requests for Competent Authority Assistance with the IRS and Irish Revenue on the Tysabri royalty issue, and ~~it was~~those applications were accepted. On October 20, 2020, we amended our ~~request~~requests for Competent Authority Assistance to include the Zonegran issue and ~~this amendment was~~these supplemental requests were also accepted. On May 6, 2021, we had our opening conference with the IRS. A follow-up conference was held with the IRS on December 13, 2021 and we discussed our submission, which continues to be reviewed by the IRS. Our opening conference with Irish Revenue was held on July 23, 2021 and we discussed our submission, which continues to be reviewed by Irish Revenue. The U.S. and Irish Competent Authorities will seek to achieve a resolution that avoids double taxation on both the Tysabri royalty and Zonegran issues.

No payment of the additional amounts is required until these two matters are resolved with finality under the treaty, or any additional administrative or judicial process if treaty negotiations are unsuccessful.

Irish Revenue Audit of Fiscal Years Ended December 31, 2012 and December 31, 2013

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

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

Accordingly, we filed an appeal of the NoA on December 27, 2018 with the Irish Tax Appeals Commission ("TAC") which is the statutory body charged with considering whether the NoA was properly founded as a matter of Irish tax law. Separately, we were also granted leave by the Irish High Court on February 25, 2019 to seek judicial review of the issuance of the NoA by Irish Revenue.

On November 4, 2020, the High Court ruled that the Irish Revenue's decision to issue the NoA did not violate Elan Pharma's constitutional rights and legitimate expectations as a taxpayer. The Irish High Court did not rule on the merits of the NoA under Irish tax law.

We strongly believe that Elan Pharma’s tax position was correct and ultimately would have been confirmed through judicial process. However, in light of the risks and delays inherent in any litigation, on April 26, 2021, Perrigo, through its tax adviser, made a without prejudice written offer of settlement to Irish Revenue detailing a possible framework to resolve the dispute, which applied an alternative basis of taxation than the respective positions taken by Irish Revenue in the NoA and by Elan Pharma in its tax returns. On May 31, 2021, Irish Revenue issued a formal response to Perrigo's tax adviser indicating that the written settlement offer would not be accepted as presented. However, Irish Revenue did indicate that they would remain available for further discussion without prejudice and the Company's representatives continued to meet and correspond with Irish Revenue throughout the summer.

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

~~Note 15~~

On July 9, 2021, Irish Revenue issued a letter acknowledging that not all relevant facts were known to them when they issued the NoA in 2018 and, accordingly, they would not object if the Appeal Commissioner were to make certain adjustments reducing Irish Revenue’s original assessment. Such adjustments would reflect contingent royalty payments that were never received by Elan Pharma, deductions for acquisition and development costs incurred, and allowable losses and reliefs, and would, if allowed, result in an aggregate reduction of more than €660.0 million from the income taxes claimed in the NoA as issued.

On September 29, 2021, Elan Pharma reached an agreement with Irish Revenue providing for full and final settlement of the ~~NoA. Elan Pharma and Irish Revenue agreed to a settlement~~NoA on the following terms: (i) on a 'without prejudice basis' and, for purposes of the settlement, an alternative basis of taxation was applied, (ii) Irish Revenue ~~will~~to take no further action in relation to the NoA or any Tysabri related income or transactions, (iii) no interest or penalties ~~apply,~~applied, (iv) a total tax of €297.0 million charged as full and final settlement of all liabilities arising from the sale of the Tysabri patents for the fiscal years 2013 to 2021, and (v) after Irish Revenue credited taxes already paid and certain unused research and development ("R&D&D") credits against the €297.0 million ~~figure,~~charged settlement amount, the total cash payment ~~due is €266.1 million. The payment~~ of €266.1 million, ~~($307.5 million)~~$307.5 million as of the date of payment, was made on October 5, 2021. We recorded the payment as a component of income tax expense on the Consolidated Statements of Operations in the third quarter of 2021.

Israel Tax Authority Audit of Fiscal Year Ended June 27, 2015 and Calendar Years Ended December 31, 2015 through December 31, 2019

~~The Israel Tax Authority ("ITA") audited our income tax returns for the 2015 tax year, and calendar years ended December 31, 2015, December 31, 2016 and December 31, 2017.~~ On December 29, 2020, we received a Stage A assessment from the ~~ITA~~Israel Tax Authority ("ITA") for the tax years ended December 31, 2015 through December 31, 2017 ~~in the amount of $63.8 million~~ relating to attribution of intangible income to Israel, income qualifying for a lower preferential rate of tax, exemption from capital gains tax, and deduction of certain settlement payments. ~~Our protest was timely filed on March 11, 2021 to move the matter to Stage B of the assessment process.~~

Through negotiations with the ITA, we resolved the audit ~~for the tax year ended June 27, 2015 through tax year ended December 31, 2019,~~ by agreeing to add tax ~~year~~years ended December 31, 2018 and ~~tax year ended~~ December 31, 2019 to the ~~audit period to reach an agreeable resolution to provide certainty for these additional periods. The~~audit. Further, the agreement with the ITA required us to pay $19.0 million, after offset ~~for~~of refunds of $17.2 million, for the 5 taxable years. In addition, we paid $12.5 million to resolve a tax liability indemnity for the tax year ended December 31, 2017 relating to Perrigo API Ltd, which we disposed of in December 2017 (refer to Note 161 5).

Perrigo Company plc - Item 1

Note 14

As a result of the settlement with the ITA, we reduced our liability recorded for uncertain tax positions by $38.3 million including interest.

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

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statute of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions - one or more of which may occur within the next twelve months - it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those recorded as of ~~October~~April 2, ~~2021.~~2022. However, we are not able to estimate a reasonably possible range of how these events may impact our unrecognized tax benefits in the next twelve months.

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

~~Note 16~~

NOTE 1615 – 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 ~~October~~April 2, ~~2021,~~2022, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to, ~~have,~~ individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows.

Price-Fixing Lawsuits

Perrigo is a defendant in several cases in the generic pricing multidistrict litigation MDL No. 2724 (United States District Court for Eastern District of Pennsylvania). This multidistrict litigation, which has many cases that do not include Perrigo, includes class action and opt-out cases for federal and state antitrust claims, as well as complaints filed by certain states alleging violations of state antitrust laws.

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

Class Action Complaints

(a) Single Drug Conspiracy Class Actions

We have been named as a co-defendant with certain other generic pharmaceutical manufacturers in a number of class actions alleging single-product conspiracies to fix or raise the prices of certain drugs and/or allocate customers for those products starting, in some instances, as early as June 2013. The class actions were filed on behalf of putative classes of (a) direct purchasers, (b) end payors, and (c) indirect resellers. The products in

Perrigo Company plc - Item 1

Note 15

question are Clobetasol gel, Desonide, and Econazole. The court denied motions to dismiss each of the complaints alleging “single drug” conspiracies involving Perrigo, and the cases are proceeding in discovery. As noted above, the Clobetasol cases have been designated to proceed on a more expedited schedule than the other cases. That schedule ~~has not yet~~culminates with summary judgment motions due to be filed no later than November 16, 2023. No trial dates have been ~~set.~~set for the Clobetasol cases, and no schedules have been set for the other “single drug” conspiracy cases.

(b) “Overarching Conspiracy” Class Actions

The same 3 putative classes, including (a) direct purchasers, (b) end payors, and (c) indirect resellers, have filed 2 sets of class action complaints alleging that Perrigo and other manufacturers (and some individuals) entered into an “overarching conspiracy” that involved allocating customers, rigging bids and raising, maintaining, and fixing prices for various products. Each class brings claims for violations of Sections 1 and 3 of the Sherman Antitrust Act as well as several state antitrust and consumer protection statutes.

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

~~Note 16~~

Filed in June 2018, and later amended in December 2018 (with respect to direct purchasers) and April 2019 (with respect to end payors and indirect resellers), the first set of “overarching conspiracy” class actions include allegations against Perrigo and approximately 27 other manufacturers involving 135 drugs with allegations dating back to March 2011. The allegations against Perrigo concern only 2 formulations (cream and ointment) of 1 of the products at issue, Nystatin. The court denied motions to dismiss the first set of “overarching conspiracy” class actions, and they are proceeding in discovery. ~~None~~NaN of these cases are included in the group of cases on a more expedited schedule pursuant to the court’s ~~July 14, 2020~~May 17, 2021 order.

In December 2019, both the end payor and indirect reseller class plaintiffs filed a second set of "overarching conspiracy” class actions against Perrigo, dozens of other manufacturers of generic prescription pharmaceuticals, and certain individuals dating back to July 2009 (end payors) or January 2010 (indirect resellers). The direct purchaser plaintiffs filed their second round overarching conspiracy complaint in February 2020 with claims dating back to July 2009. On March 11, 2020, the indirect reseller plaintiffs filed a motion to amend their second round December 2019 complaint, and that motion was granted. On September 4, 2020, and December 15, 2020, the end payor plaintiffs amended their second round complaint. On October 21, 2020, the direct purchaser plaintiffs amended their second round complaint. On December 15, 2020, the indirect reseller plaintiffs filed another complaint adding allegations for additional drugs that mirror the other class plaintiffs’ claims.

This second set of overarching complaints allege conspiracies relating to the sale of various products that are not at issue in the earlier-filed overarching conspiracy class actions, the majority of which Perrigo neither makes nor sells. The amended indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Betamethasone Dipropionate lotion, Imiquimod cream, Desonide cream and ointment, and Hydrocortisone Valerate cream. The December 2020 indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Adapalene, Ammonium Lactate, Bromocriptine Mesylate, Calcipotriene, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Methazolamide, Mometasone Furoate, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.The amended end payor complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The amended direct purchaser complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Fluocinonide, Halobetasol Propionate, Hydrocortisone Valerate, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

Perrigo has not yet responded to the second set of overarching conspiracy complaints, and responses are currently stayed.

Opt-Out Complaints

Perrigo Company plc - Item 1

Note 15

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

On August 3, 2018, a large managed care organization filed a complaint alleging price-fixing and customer allocation concerning 17 different products among 27 manufacturers including Perrigo. The only allegations specific to Perrigo concern Clobetasol. Perrigo moved to dismiss this complaint on February 21, 2019. Plaintiff filed a second amended complaint in April 2019 that adds additional products and allegations. The amended allegations

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

~~Note 16~~

that concern Perrigo include: Clobetasol, Desonide, Econazole, and Nystatin. The motion to dismiss was denied on August 15, 2019. The case is proceeding in discovery.

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

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

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

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

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

On December 11, 2019, a health care service company filed a complaint against Perrigo and 38 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other multi-district litigation ("MDL") complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream/ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate,

Perrigo Company plc - Item 1

Note 15

Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

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

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

~~Note 16~~

Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide.

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

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

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

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

Perrigo Company plc - Item 1

Note 15

prescription pharmaceutical products. No complaint has yet been filed, so the precise allegations and products at issue are not yet clear. Proceedings in the case have been stayed.

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

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

~~Note 16~~

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

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

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

On December 11, 2020, a drugstore chain filed a complaint against Perrigo and 45 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod,

Perrigo Company plc - Item 1

Note 15

Methazolamide, Nystatin, Permethrin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL.

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

On December 15, 2020, a drugstore chain filed a complaint against Perrigo and 45 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The complaint lists 63 drugs that the chain purchased from Perrigo, but the product conspiracies allegedly involving Perrigo focus on Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Desonide,

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

~~Note 16~~

Econazole, Erythromycin, Fluocinonide, Fluticasone Propionate, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Nystatin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL.

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

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

On October 8, 2021, approximately 20 health plans filed a Praecipe to Issue Writ of Summons in Pennsylvania state court to commence an action against 46 generic pharmaceutical manufacturers and 24 individuals, alleging antitrust violations concerning generic pharmaceutical drugs. While Perrigo was named as a defendant, no complaint has been filed and the precise allegations and products at issue have not been identified. On January 3, 2022, the plaintiffs filed a second Praecipe. Proceedings in the case, including the filing of a complaint, have not yet occurred. As of February 4, 2022, the case is in deferred status.

State Attorney General Complaint

On June 10, 2020, the Connecticut Attorney General’s office filed a lawsuit on behalf of Connecticut and 50 other states and territories against Perrigo, 35 other generic pharmaceutical manufacturers, and certain individuals (including 12 former ~~and 1 current~~ Perrigo ~~employee)~~employees), alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of 80 products. The allegations against Perrigo focus on the following drugs: Adapalene Cream, Ammonium Lactate cream and lotion, Betamethasone dipropionate lotion, Bromocriptine tablets, Calcipotriene Betamethasone Dipropionate Ointment, Ciclopirox cream and solution, Clindamycin solution, Desonide cream and ointment, Econazole cream, Erythromycin base alcohol solution, Fluticasone cream and lotion, Halobetasol cream and ointment, Hydrocortisone Acetate suppositories, Hydrocortisone Valerate cream, Imiquimod cream, Methazolamide tablets, Nystatin ointment, Prochlorperazine suppositories, Promethazine HCL suppositories, Tacrolimus ointment, and Triamcinolone cream and ointment. The Complaint was filed in the District of Connecticut,

Perrigo Company plc - Item 1

Note 15

but has been transferred into the MDL. On May 7, 2021, the Court ruled that this case will move forward as a bellwether case. On September 9, 2021, the States filed an amended complaint, although the substantive allegations against Perrigo did not change. ~~Perrigo's motion~~Perrigo moved to dismiss the ~~complaint is due~~Complaint on November 12, 2021. That motion has been fully briefed and is pending. The case is included among the “bellwether cases” designated to move on a more expedited schedule than the other cases in the MDL, and, as such, it will be subject to the January 17, 2023 discovery deadline and November 16, 2023 summary judgment deadline if the Complaint survives the pending motions to dismiss. Like the other cases in the MDL, no trial date has been set for this case.

Canadian Class Action Complaint

In June 2020, an end payor filed a class action in Ontario, Canada against Perrigo and 29 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. In December 2020, Plaintiffs amended their complaint to add additional claims based on the State AG complaint of June 2020.

At this stage, we cannot reasonably estimate the outcome of the liability if any, associated with the claims listed above.

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

~~Note 16~~

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

On June 21, 2017, the court-appointed lead plaintiffs filed an amended complaint that superseded the original complaints in the Roofers’ Pension Fund case and the Wilson case. In the amended complaint, the lead plaintiffs seek to represent 3 classes of shareholders: (i) shareholders who purchased shares during the period from April 21, 2015 through May 3, 2017 on the U.S. exchanges; (ii) shareholders who purchased shares during the same period on the Tel Aviv exchange; and (iii) shareholders who owned shares on November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (the final day of the Mylan tender offer) regardless of whether the shareholders tendered their shares. The amended complaint names as defendants us and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The amended complaint alleges violations of Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals. In general, the allegations concern the actions taken by us and the former executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure throughout the entire class period related to purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company and at Omega, alleges price fixing activities with respect to 6 generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri® royalty stream. The amended complaint does not include an estimate of damages. During 2017, the defendants filed motions to dismiss, which the plaintiffs opposed. On July 27, 2018, the court issued an opinion and order granting

Perrigo Company plc - Item 1

Note 15

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

On November 14, 2019, the court granted the lead plaintiffs’ motion and certified 3 classes for the case: (i) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on a U.S. exchange and were damaged thereby; (ii) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on the Tel Aviv exchange and were damaged thereby; and (iii) all those who owned shares as of November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (whether or not a person tendered shares in response to the Mylan tender offer) (the "tender offer class"). Defendants filed a petition for leave to appeal in the Third Circuit challenging the certification of the tender offer class. On April 30, 2020, the Third Circuit

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

~~Note 16~~

denied leave to appeal. The District Court has approved the issuance of a notice of the pendency of the class action, and the notice has been sent to shareholders who are eligible to participate in the classes.

In early July 2021, the Court assigned the securities class action case (Roofer’s case) to a new judge within the U.S. District Court for the District of New Jersey. Unless otherwise noted, each of the lawsuits discussed in the following sections is pending in the U.S. District Court for the District of New Jersey and remains with the originally assigned judge. The allegations in the complaints relate to events during certain portions of the 2015 through 2017 calendar years, including the period of the Mylan tender offer. All but one of these lawsuits allege violations of federal securities laws, but none are class actions. NaN lawsuit (Highfields) alleges only state law claims. Discovery in all these cases, except Starboard Value and Highfields, ~~is underway and currently scheduled to end~~ended in ~~mid-November~~November, 2021. As of January 2022, the cases listed below pending in federal court in New Jersey are suspended pending the ruling on the summary judgment motions in the class action case (Roofers case). We intend to defend all these lawsuits vigorously.

Carmignac, First Manhattan and Similar Cases. The following 7 cases were filed by the same law firm and generally make the same factual assertions but, at times, differ as to which securities laws violations they allege:


Case			Date Filed
Carmignac Gestion, S.A. v. Perrigo Company plc, et al.			11/1/2017
First Manhattan Co. v. Perrigo Company plc, et al.			2/16/2018; amended 4/20/2018
Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al.			10/29/2018
Schwab Capital Trust, et al. v. Perrigo Company plc, et al.			1/31/2019
Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al.			2/22/2019
Principal Funds, Inc., et al. v. Perrigo Company plc, et al.			3/5/2020
Kuwait Investment Authority, et al. v. Perrigo Company plc, et al.			3/31/2020

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

Each complaint asserts claims under Sections 10(b) (and Rule 10b-5 thereunder) and all cases except Aberdeen assert claims under Section 14(e) of the Securities Exchange Act against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. The control person claims against the individual defendants are limited to the period from April 2015 through April 2016 in the Carmignac case. The complaints in the Carmignac and First Manhattan cases also assert claims under Section 18 of the Exchange Act.

Perrigo Company plc - Item 1

Note 15

Each complaint alleges inadequate disclosures concerning the valuation and integration of Omega, the financial guidance we provided, our reporting about the generic prescription pharmaceutical business and its prospects, and the activities surrounding the efforts to defeat the Mylan tender offer during 2015, and, in each of the cases other than Carmignac, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals. The First Manhattan complaint also alleges improper accounting for the Tysabri® asset. With the exception of Carmignac, each of these cases relates to events during the period from April 2015 through May 2017. Many of the allegations in these cases overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case, though the Nationwide Mutual, Schwab Capital, Aberdeen, Principal Funds and Kuwait complaints do not include the factual allegations that the court dismissed in the July 2018 ruling in the Roofers' Pension Fund case.

After the court issued its July 2018 opinion in the Roofers’ Pension Fund case, the parties in Carmignac and First Manhattan conferred and agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the common allegations in their cases. The later filed cases adopted a similar posture. The defendants in the Carmignac and other cases listed above filed motions to dismiss addressing the additional allegations in such cases. On July 31, 2019, the court granted such motions to dismiss in part and denied them in part. That ruling applies to each of the above cases. The defendants have filed answers in each case denying liability. ~~Each case (except~~ ~~Highfields and Starboard Value) is currently~~Discovery in ~~the discovery phase.~~these cases has ended.

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

~~Note 16~~

Mason Capital, Pentwater and Similar Cases. The following 8 cases were filed by the same law firm and generally make the same factual allegations:


Case			Date Filed
Mason Capital L.P., et al. v. Perrigo Company plc, et al.			1/26/2018
Pentwater Equity Opportunities Master Fund Ltd., et al. v. Perrigo Company plc, et al.			1/26/2018
WCM Alternatives: Event-Drive Fund, et al. v. Perrigo Co., plc, et al.			11/15/2018
Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al.			11/15/2018
Discovery Global Citizens Master Fund, Ltd., et al. v. Perrigo Co. plc, et al.			12/18/2019
York Capital Management, L.P., et al. v. Perrigo Co. plc, et al.			12/20/2019
Burlington Loan Management DAC v. Perrigo Co. plc, et al.			2/12/2020
Universities Superannuation Scheme Limited v. Perrigo Co. plc, et al.			3/2/2020

The complaints in the Mason Capital case and the Pentwater case originally named Perrigo and 11 current or former directors and officers of Perrigo as defendants. In the July 2018 Roofers’ Pension Fund ruling, the court dismissed without prejudice each of the defendants other than Perrigo, Mr. Papa and Ms. Brown from that case; these plaintiffs later agreed that this ruling would apply to their cases as well. The complaints in each of the other cases in the above table name only Perrigo, Mr. Papa, and Ms. Brown as defendants.

Each complaint asserts claims under Section 14(e) of the Securities Exchange Act against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. The complaints in the WCM case and the Universities Superannuation Scheme case also assert claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

Each complaint alleges inadequate disclosure during the tender offer period in 2015 and at various times concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals, and alleged improper accounting for the Tysabri® asset. The WCM complaint also makes these allegations for the period through May 2017 and the Universities Superannuation Scheme complaint also concerns certain times during 2016. Many of the factual allegations in these cases overlap with the allegations of the June 2017 amended complaint in the Roofers’ Pension Fund case, and the Mason Capital and Pentwater cases include factual allegations similar to those in the Carmignac case described above.

After the court issued its July 2018 opinion in the Roofers’ Pension Fund case, the parties in each of the above cases conferred and agreed that the ruling in the Roofers’ Pension Fund case would apply equally to the

Perrigo Company plc - Item 1

Note 15

common allegations in their cases. The defendants in each of these cases have filed answers denying liability, and the discovery phase in each of ~~the~~these cases ~~is currently in the discovery phase.~~has ended.

Harel Insurance and TIAA-CREF Cases. The following 2 cases were filed by the same law firm and generally make the same factual allegations relating to the period from February 2014 through May 2017 (in the Harel case) and from August 2014 through May 2017 (in the TIAA-CREF case):


Case			Date Filed
Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al.			2/13/2018
TIAA-CREF Investment Management, LLC., et al. v. Perrigo Company plc, et al.			4/20/2018

The complaints in the Harel and TIAA-CREF cases originally named Perrigo and 13 current or former directors and officers of Perrigo as defendants (adding 2 more individual defendants not sued in the other cases described in this section). In the July 2018 Roofers’ Pension Fund ruling, the court dismissed without prejudice 8 of the 11 defendants other than Perrigo, Mr. Papa and Ms. Brown from that case. These plaintiffs later agreed that that ruling would apply to these cases as well and also dismissed their claims against the two additional individuals that only these plaintiffs had named as defendants.

Each complaint asserts claims under Sections 10(b) and 14(e) of the Securities Exchange Act and Rule 10b-5 thereunder against all defendants, as well as control person liability under Section 20(a) of the Securities

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

~~Note 16~~

Exchange Act against the individual defendants. The complaint in the Harel case also asserts claims based on Israeli securities laws.

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

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

Other Cases Related to Events in 2015-2017. Certain allegations in the following 3 cases also overlap with the allegations of the June 2017 amended complaint in the Roofers' Pension Fund case and with allegations in 1 or more of the other individual cases described in the sections above:


Case			Date Filed
Sculptor Master Fund (f/k/a OZ Master Fund, Ltd.), et al. v. Perrigo Company plc, et al.			2/6/2019

Highfields Capital I LP, et al. v. Perrigo Company plc, et al.			6/4/2020
BlackRock Global Allocation Fund, Inc., et al. v. Perrigo Co. plc, et al.			4/21/2020
Starboard Value and Opportunity C LP, et al. v. Perrigo Company plc, et al.			2/25/2021

Each of the above complaints names Perrigo, Mr. Papa, and Ms. Brown as defendants.

The Sculptor Master Fund (formerly OZ) complaint asserts claims under Sections 10(b) and 14(e) of the Securities Exchange Act and Rule 10b-5 thereunder against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. The parties have agreed that the court's rulings in July 2018 in the Roofers' Pension Fund case and in July 2019 in the Carmignac and related cases will apply to this case as well. The defendants have filed answers denying liability. The plaintiffs ~~are participating~~participated in the discovery proceedings in the Roofers' Pension Fund case and the various individual cases described above. The discovery phase in this case has ended.

The BlackRock Global complaint also asserts claims under Securities Exchange Act section 10(b) (and Rule 10b-5) and section 14(e) against all defendants and section 20(a) control person claims against the individual

Perrigo Company plc - Item 1

Note 15

defendants largely based on the same events during the period from April 2015 through May 2017. Plaintiffs contend that the defendants provided inadequate disclosure during the tender offer period in 2015 and point to disclosures at various times during the period concerning valuation and integration of Omega, the financial guidance provided by us during that period, alleged price fixing activities with respect to 6 generic prescription pharmaceuticals, alleged lower performance in the generic prescription drug business during 2015 and alleged improper accounting for the Tysabri® asset. The defendants have filed answers denying liability. The plaintiffs ~~are participating~~participated in the discovery proceedings in the Roofers' Pension Fund case and the various individual cases described above. The discovery phase in this case has ended.

The Starboard Value and Opportunity C LP complaint also asserts claims under Securities Exchange Act section 10(b) (and Rule 10b-5) against all defendants and section 20(a) control person claims against the individual defendants based on events related to alleged price fixing activities with respect to generic prescription drugs during periods that overlap to some extent with the period alleged in the various other cases described above. Plaintiffs contend that the defendants provided inadequate disclosure during 2016 about generic prescription drug business and those alleged matters. The lawsuit was filed on February 25, 2021; but by agreement the case was administratively terminated by the court in June 2021 pending a decision on the same defendants’ motions currently pending before the court in the Roofers' Pension Fund case described above.

The Highfields federal case complaint asserted claims under Sections 14(e) and 18 of the Securities Exchange Act against all defendants, as well as control person liability under Section 20(a) of the Securities Exchange Act against the individual defendants. As originally filed in the U.S. District Court for the District of Massachusetts, the Highfields complaint also alleged claims under the Massachusetts Unfair Business Methods

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

~~Note 16~~

Law (chapter 93A) and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. The factual allegations generally were similar to the factual allegations in the Amended Complaint in the Roofers' Pension Fund case described above, except that the Highfields plaintiffs did not include allegations about alleged collusive pricing of generic prescription drugs. In March 2020, the District of Massachusetts court granted defendants’ motion and transferred the case to the U.S. District Court for the District of New Jersey so that the activities in the case could proceed in tandem with the other cases in the District of New Jersey described above. After the transfer, in June 2020, the Highfields plaintiffs voluntarily dismissed their federal lawsuit.

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

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

Because our shares ~~are~~were traded on the Tel Aviv exchange under a dual trading arrangement until February 23, 2022, we are potentially subject to securities litigation in Israel. NaN cases were filed; 1 was voluntarily dismissed in each of 2017 and 2018 and 1 was stayed in 2018. We are consulting with Israeli counsel about our response to these allegations and we intend to defend this case vigorously.

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

Perrigo Company plc - Item 1

Note 15

November 13, 2015 and the allegedly inadequate disclosure concerning purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company, alleges price fixing activities with respect to 6 generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri® royalty stream. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = 0.28 cents). After the other 2 cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fund case in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously.

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

~~Note 16~~

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

~~On January 3, 2019, a shareholder filed a complaint against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in the U.S. District Court for the Southern District of New York (Masih v. Perrigo Company, et al.~~). Plaintiff purported to represent a class of shareholders for the period November 8, 2018 through December 20, 2018, inclusive. The complaint alleged violations of Securities Exchange Act section 10(b) (and Rule 10b‑5) against all defendants and section 20(a) control person liability against the individual defendants. In general the allegations contended that the Company, in its Form 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 did not provide an estimate of class damages. The court selected lead plaintiffs and changed the name of the case to In re ~~Perrigo Company plc Sec. Litig~~. The lead plaintiffs filed an amended complaint on April 12, 2019, which named the same defendants, asserted the same class period, and invoked the same Exchange Act sections. The amended complaint generally repeated the allegations of the original complaint with a few additional details and adds that the defendants also failed to timely disclose the Irish tax authorities’ Notice of Amended Assessment received on November 29, 2018. Defendants filed a motion to dismiss on May 3, 2019. On May 31, 2019, the plaintiffs filed a second amended complaint, which asserted a longer class period (March 1, 2018 through December 20, 2018) and added 1 additional individual defendant, former CEO Uwe Roehrhoff. In general, the second amended complaint contends that Perrigo’s disclosures about the Irish tax audit were inadequate beginning with Perrigo’s 10-K filed on March 1, 2018 through December 20, 2018 and repeats many of the allegations of the April 2019 amended complaint. The second amended complaint alleges violations of Securities Exchange Act section 10(b) (and Rule 10b-5) against all defendants and section 20(a) control person liability against the 3 individual defendants. All defendants filed a joint motion to dismiss, and the motion was fully briefed. On January 23, 2020, the court granted the motion to dismiss in part and denied it in part, dismissing Mr. Roehrhoff as a defendant and dismissing allegations of inadequate disclosures related to the audit by Irish Revenue during the period March 2018 through October 30, 2018. The court permitted the plaintiffs to pursue their claims against us, Mr. Kessler, and Mr. Winowiecki related to disclosures after Perrigo received the October 30, 2018 audit findings letter and later events through December 20, 2018. The defendants filed answers on February 13, 2020 denying liability, and the court issued a scheduling order on March 3, 2020 that has been subsequently modified. Discovery on the remaining issues ended in early March 2021. Plaintiffs filed a motion for class certification, which was granted in September 2020. In January 2021, class plaintiffs filed a motion for leave to file a third amended complaint in an effort to revive their claim that the disclosure of the audit during the period from March 1, 2018 to October 30, 2018 was also inadequate. The court denied the motion in February 2021. Defendants filed motions for summary judgement and other post discovery motions on March 31, 2021 and plaintiffs filed cross-motions of the same type on the same day. All motions were fully briefed by late May 2021.During the week of July 11, 2021, the Court issued various opinions and orders denying some of the motions by both parties, and granting in part certain motions by plaintiffs. Defendants filed a motion for reconsideration for some of the rulings in late July, which the court granted in part in August. The court also indicated that the parties should prepare for trial in mid-October 2021 (subject to COVID-19 developments), without setting an exact trial date.

The court simultaneously ordered mediation, which led to a settlement that the parties first publicly announced in a court filing on September 8, 2021. Trial was cancelled when a settlement was reached. Motion papers seeking approval of the class action settlement were filed on October 4, 2021. The court issued a preliminary approval order on October 29, 2021, which will lead to the issuance of notices to class members. The final approval hearing is set for February 16, 2022. The settlement will be funded by insurance.

In Israel (case related to Irish Tax events)

On December 31, 2018, a shareholder filed an action against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in Tel Aviv District Court (Baton v. Perrigo Company plc, et. al.). The case is a securities class action brought in Israel making similar factual allegations for the same period as those asserted in the In re Perrigo Company plc Sec. Litig case in New York federal ~~court.~~court in which the settlement received final approval in February 2022. This case alleges that persons who invested through the Tel Aviv stock exchange can assert claims under Israeli securities law that will follow the liability principles of Sections 10(b) and 20(a) of the U.S. Securities Exchange Act. The plaintiff does not provide an estimate of class damages. In 2019, the court granted 2 requests by Perrigo to stay the proceedings pending the resolution of proceedings in the United States. Perrigo filed a further request for a stay in February 2020, and the court granted the stay indefinitely. The plaintiff filed a motion to lift the stay then later agreed that the case should remain stayed through February 2021. The stay continued in place during 2021. After the settlement of the U.S. case described above (In re Perrigo Company plc Sec. Litig.), Perrigo’s counsel informed the Israeli Court of the final approval of the settlement of the U.S. case. The plaintiff filed papers in late ~~February 2021, Perrigo filed a motion~~April 2022 requesting that the Court allow the parties some additional months to ~~extend~~explore options, and the ~~stay~~Court required the parties to ~~mid-May 2021, and plaintiff~~provide an update no later ~~agreed to the request.~~than June 30, 2022. The case ~~is currently stayed until December 15, 2021.~~has been transferred to a newly-appointed judge as the original judge has moved to a higher court. We intend to defend the lawsuit vigorously.

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

~~Note 16~~

~~Claim Arising from the Omega Acquisition~~

On December 16, 2016, we and Perrigo Ireland 2 brought an arbitral claim ("Claim") against Alychlo NV ("Alychlo") and Holdco I BE NV (together the "Sellers") in accordance with clause 26.2 of the Share Purchase Agreement dated November 6, 2014 ("SPA") and the rules of the Belgian Centre for Arbitration and Mediation ("CEPANI"). Our Claim relates to the accuracy and completeness of information about Omega provided by the Sellers as part of the sale process, the withholding of information by the Sellers during that process and breaches of Sellers’ warranties. We are seeking monetary damages from the Sellers. The Sellers served their respective responses to the Claim on February 20, 2017. In its response, Alychlo asserted a counterclaim for monetary damages contending that we breached a warranty in the SPA and breached the duty of good faith in performing the SPA. Alychlo subsequently filed papers seeking permission to introduce an additional counterclaim theory of recovery related to the Irish tax issues disclosed by the Company such that if the position of the Irish tax authorities prevails, Alychlo would have further basis for its counterclaim against Perrigo. In June 2019, the Tribunal denied permission for Alychlo to introduce the additional counterclaim and dismissed certain aspects of the original Alychlo counterclaim.

On August 27, 2021 the Tribunal issued its ruling. The panel found fraud by the Sellers of Omega and awarded Perrigo approximately €355.0 million ($417.6 million at the time of cash receipt) including fees and costs. The panel also ruled against the Sellers and in favor of Perrigo on all counterclaims. The Sellers have paid all amounts owed under the award which Perrigo publicly announced in a press release issued September 29, 2021. The Sellers have the right to challenge the Tribunal’s award for up to three months following the date of the award (until late November 2021). The arbitration proceedings are confidential as required by the SPA and the rules of CEPANI.

Other Matters

Talcum Powder

The Company has been named, together with other manufacturers, in product liability lawsuits in state courts in California, Florida, Missouri, New Jersey, Louisiana, Ohio, Oregon and Illinois alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to the presence of asbestos. All but one of these cases involve legacy talcum powder products that have not been manufactured by the Company since 1999. One of the pending actions involves a current prescription product that contains talc as an excipient. As of ~~October~~April 2, ~~2021,~~2022, the Company is currently named in 5764 individual lawsuits seeking compensatory and punitive damages and has accepted a tender for a portion of the defense costs and liability from a retailer for 1 additional matter. The Company has several defenses and intends to aggressively defend these lawsuits. Trials for these lawsuits are currently scheduled throughout ~~2021,~~ 2022, 2023 and ~~2023,~~2024, with the earliest ~~that began~~trial date in ~~September 2021.~~May 2022.

Ranitidine

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

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

Perrigo Company plc - Item 1

Note 15

On June 30, 2021, the Court dismissed all claims against the retail and distributor defendants with prejudice, thereby reducing the Company’s potential for exposure and liability related to possible indemnification. On July 8, 2021, the Court dismissed all claims against the Company with prejudice. Appeals of these dismissal

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

~~Note 16~~

orders to the U.S. Court of Appeals for the 11th Circuit have been filed, as well several state level claims related to the theories advanced in the MDL litigation. The Company will continue to vigorously defend each of these lawsuits.

As of ~~November 5, 2021,~~April 2, 2022, the Company has been named in ~~two~~three hundred ~~eighty (280) of the MDL’s consolidated~~and nine (309) personal injury lawsuits, most in the MDL tied to various federal courts alleging that plaintiffs developed various types of cancers or are placed at higher risk of developing cancer as a result of ingesting products containing ranitidine. The Company has also been named in a handful of similar lawsuits in the state courts of Illinois and Pennsylvania.The Company is named in these lawsuits with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products, as well as distributors, repackagers, and/or retailers. Plaintiffs seek compensatory and punitive damages, and in some instances seek applicable remedies under state consumer protection laws.

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

Some of the Company’s retailer customers are seeking indemnity from the Company for a portion of their defense costs and liability relating to these cases.

~~Acetaminophen~~

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

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

~~Guarantee Liability Related to The Israel API Sale~~

During the year ended December 31, 2017, we completed the sale of our Israel API business to SK Capital, resulting in a guarantee liability of $13.8 million, classified as a Level 3 liability within the fair value hierarchy. Pursuant to the agreement, we will be reimbursed for tax receivables for tax years prior to closing and will need to reimburse SK Capital for the settlement of any uncertain tax liability positions for tax years prior to closing. In addition, after closing and going forward, the Israel API business will be assessed by and liable to the ITA for any audit findings. We are no longer the primary obligor on the liabilities transferred to SK Capital, but we have provided a guarantee on certain obligations. During ~~the three months ended July 3, 2021~~, ~~we paid $12.5 million to resolve the tax liability indemnity for the tax year ended December 31, 2017 (refer to~~ ~~Note 15). At October 2, 2021 and December 31, 2020, the remaining guarantee liability was $0.6 million and $13.2 million, respectively.~~

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

~~Note 16~~

Contingencies Accruals

As a result of the matters discussed in this Note, the Company has established a loss accrual for litigation contingencies where we believe a loss to be probable and for which an amount of loss can be reasonably estimated. However, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to inherent uncertainties of litigation. At ~~October~~April 2, ~~2021,~~2022, the loss accrual for litigation contingencies reflected on the balance sheet in Other accrued liabilities was approximately ~~$96.9~~$65.0 million. The Company also recorded an insurance recovery receivable reflected on the balance sheet in Prepaid expenses and other current assets of approximately ~~$83.4~~$45.9 million related to these litigation contingencies because it believes such amount is recoverable based on communications with its insurers to date; however, the Company may erode this insurance receivable as it incurs defense costs associated with defending the matters. The Company’s management believes these accruals for contingencies are reasonable and sufficient based upon information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates or that all of the final costs related to these contingencies will be covered by insurance. (See "Insurance Coverage Litigation," below.) In addition, we have other litigation matters pending for which we have not recorded any accruals because our potential liability for those matters is not probable or cannot be reasonably estimated based on currently available information. For those matters where we have not recorded an accrual but a loss is reasonably possible, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to the inherent uncertainties of litigation.

Insurance Coverage Litigation

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

Perrigo Company plc - Item 1

Note 15

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

NOTE 1716 – RESTRUCTURING CHARGES

We periodically take action to reduce redundant expenses and improve operating efficiencies. Restructuring activity includes severance, lease exit costs, and related consulting fees. The following reflects our restructuring activity (in millions):


		Three Months Ended				Nine Months Ended					Three Months Ended
		October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020			April 2, 2022		April 3, 2021
Beginning balance	Beginning balance	$	10.2	$	9.4	$	9.1	$	19.5	Beginning balance	$	6.9	$	9.1
Additional charges	Additional charges	1.0		0.8		11.8		1.5		Additional charges	3.6		1.8
Payments	Payments	(3.7)		(2.9)		(13.3)		(13.7)		Payments	(2.1)		(4.4)
Non-cash adjustments	Non-cash adjustments	(0.1)		0.2		(0.2)		0.2		Non-cash adjustments	(0.2)		(0.3)

Ending balance	Ending balance	$	7.4	$	7.5	$	7.4	$	7.5	Ending balance	$	8.2	$	6.2


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, €0.001 par value	PRGO	New York Stock Exchange
4.000% Notes due 2023	PRGO23	New York Stock Exchange
3.900% Notes due 2024	PRGO24	New York Stock Exchange
4.375% Notes due 2026	PRGO26	New York Stock Exchange
3.150% Notes due 2030	PRGO30	New York Stock Exchange
5.300% Notes due 2043	PRGO43	New York Stock Exchange
4.900% Notes due 2044	PRGO44	New York Stock Exchange


			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	Condensed Consolidated Statements of Operations		2	Condensed Consolidated Statements of Operations		2

Condensed Consolidated Statements of Comprehensive Income	Condensed Consolidated Statements of Comprehensive Income		3	Condensed Consolidated Statements of Comprehensive Income		3

Condensed Consolidated Balance Sheets	Condensed Consolidated Balance Sheets		4	Condensed Consolidated Balance Sheets		4

Condensed Consolidated Statements of Shareholders' Equity	Condensed Consolidated Statements of Shareholders' Equity		5	Condensed Consolidated Statements of Shareholders' Equity		5

Condensed Consolidated Statements of Cash Flows	Condensed Consolidated Statements of Cash Flows		7	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	1	Summary of Significant Accounting Policies	8	1	Summary of Significant Accounting Policies	7

2	2	Revenue Recognition	9	2	Revenue Recognition	8

3	3	Acquisitions and Divestitures	11	3	Acquisitions and Divestitures	10

4	4	Goodwill and Intangible Assets	14	4	Goodwill and Intangible Assets	11

5	5	Inventories	15	5	Inventories	12

6	6	Fair Value Measurements	15	6	Fair Value Measurements	12

7	7	Investments	17	7	Investments	13

8	8	Discontinued Operations	17	8	Discontinued Operations	13

9	9	Assets Held for Sale	20	9	Derivative Instruments and Hedging Activities	16

10	10	Derivative Instruments and Hedging Activities	21	10	Leases	20

11	11	Leases	28	11	Indebtedness	23

12	12	Indebtedness	30	12	Earnings per Share and Shareholders' Equity	24

13	13	Earnings per Share and Shareholders' Equity	32	13	Accumulated Other Comprehensive Income (Loss)	25

14	14	Accumulated Other Comprehensive Income (Loss)	32	14	Income Taxes	25

15	15	Income Taxes	33	15	Contingencies	29

16		Contingencies	37

16				16	Restructuring Charges	42

17	17	Restructuring Charges	51	17	Segment Information	43

18	18	Segment Information	52	18	Subsequent Events	43

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		52	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		45

Item 3. Quantitative and Qualitative Disclosures About Market Risk	Item 3. Quantitative and Qualitative Disclosures About Market Risk		73	Item 3. Quantitative and Qualitative Disclosures About Market Risk		61

Item 4. Controls and Procedures	Item 4. Controls and Procedures		73	Item 4. Controls and Procedures		61

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

Item 1. Legal Proceedings	Item 1. Legal Proceedings		74	Item 1. Legal Proceedings		62

Item 1A. Risk Factors	Item 1A. Risk Factors		74	Item 1A. Risk Factors		62

Item 5. Other Information				Item 5. Other Information		63

Item 6. Exhibits	Item 6. Exhibits		75	Item 6. Exhibits		64

Signatures	Signatures		76	Signatures		65


		Three Months Ended				Nine Months Ended					Three Months Ended
		October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020			April 2, 2022		April 3, 2021
Net sales	Net sales	$	1,042.7	$	1,003.0	$	3,033.8	$	3,035.0	Net sales	$	1,074.5	$	1,010.0
Cost of sales	Cost of sales	706.3		633.3		1,980.0		1,924.5		Cost of sales	736.7		641.6
Gross profit	Gross profit	336.4		369.7		1,053.8		1,110.5		Gross profit	337.8		368.4

Operating expenses	Operating expenses									Operating expenses
Distribution	Distribution	23.3		22.5		69.0		62.4		Distribution	24.4		21.6
Research and development	Research and development	27.6		30.4		91.7		88.7		Research and development	29.3		31.1
Selling	Selling	129.7		130.1		405.0		389.0		Selling	135.6		135.5
Administration	Administration	130.6		111.3		368.1		345.2		Administration	122.3		127.1
Impairment charges		3.5		—		162.1		—

Restructuring	Restructuring	1.0		0.8		11.8		1.5		Restructuring	3.6		1.7
Other operating expense (income)		(417.6)		(3.9)		(417.6)		(3.9)
Other operating expense, net										Other operating expense, net	0.9		—
Total operating expenses	Total operating expenses	(101.9)		291.2		690.1		882.9		Total operating expenses	316.1		317.0

Operating income	Operating income	438.3		78.5		363.7		227.6		Operating income	21.7		51.4

Change in financial assets		—		(22.2)		—		(25.9)

Interest expense, net	Interest expense, net	30.9		33.3		94.5		94.3		Interest expense, net	35.8		32.0
Other (income) expense, net	Other (income) expense, net	18.5		(1.0)		20.4		17.9		Other (income) expense, net	(1.1)		2.4
Loss on extinguishment of debt		—		20.0		—		20.0

Income (loss) from continuing operations before income taxes	Income (loss) from continuing operations before income taxes	388.9		48.4		248.8		121.3		Income (loss) from continuing operations before income taxes	(13.0)		17.0
Income tax expense (benefit)	Income tax expense (benefit)	442.8		22.0		411.8		24.9		Income tax expense (benefit)	(11.7)		14.2
Income (loss) from continuing operations	Income (loss) from continuing operations	(53.9)		26.4		(163.0)		96.4		Income (loss) from continuing operations	(1.3)		2.8
Income (loss) from discontinued operations, net of tax	Income (loss) from discontinued operations, net of tax	(5.0)		(181.0)		84.5		(84.0)		Income (loss) from discontinued operations, net of tax	(1.1)		35.3
Net income (loss)	Net income (loss)	$	(58.9)	$	(154.6)	$	(78.5)	$	12.4	Net income (loss)	$	(2.4)	$	38.1

Earnings (loss) per share	Earnings (loss) per share									Earnings (loss) per share
Basic	Basic									Basic
Continuing operations	Continuing operations	$	(0.40)	$	0.19	$	(1.22)	$	0.71	Continuing operations	$	(0.01)	$	0.02
Discontinued operations	Discontinued operations	(0.04)		(1.32)		0.63		(0.62)		Discontinued operations	(0.01)		0.27
Basic earnings per share		$	(0.44)	$	(1.13)	$	(0.59)	$	0.09
Basic earnings (loss) per share										Basic earnings (loss) per share	$	(0.02)	$	0.29
Diluted	Diluted									Diluted
Continuing operations	Continuing operations	$	(0.40)	$	0.19	$	(1.22)	$	0.70	Continuing operations	$	(0.01)	$	0.02
Discontinued operations	Discontinued operations	(0.04)		(1.31)		0.63		(0.61)		Discontinued operations	(0.01)		0.26
Diluted earnings per share		$	(0.44)	$	(1.12)	$	(0.59)	$	0.09
Diluted earnings (loss) per share										Diluted earnings (loss) per share	$	(0.02)	$	0.28

Weighted-average shares outstanding	Weighted-average shares outstanding									Weighted-average shares outstanding
Basic	Basic	133.8		136.5		133.5		136.3		Basic	134.0		133.2
Diluted	Diluted	133.8		137.6		133.5		137.5		Diluted	134.0		134.6


		Three Months Ended				Nine Months Ended					Three Months Ended
		October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020			April 2, 2022		April 3, 2021
Net income (loss)	Net income (loss)	$	(58.9)	$	(154.6)	$	(78.5)	$	12.4	Net income (loss)	$	(2.4)	$	38.1
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	(228.3)		86.5		(307.5)		81.0		Foreign currency translation adjustments	(24.6)		(111.6)
Change in fair value of derivative financial instruments, net of tax	Change in fair value of derivative financial instruments, net of tax	(23.8)		(2.3)		(31.1)		(12.4)		Change in fair value of derivative financial instruments, net of tax	10.4		(6.0)

Change in post-retirement and pension liability, net of tax	Change in post-retirement and pension liability, net of tax	(0.8)		(1.2)		(2.2)		(4.3)		Change in post-retirement and pension liability, net of tax	(6.3)		(0.7)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(252.9)		83.0		(340.8)		64.3		Other comprehensive income (loss), net of tax	(20.5)		(118.3)
Comprehensive income (loss)	Comprehensive income (loss)	$	(311.8)	$	(71.6)	$	(419.3)	$	76.7	Comprehensive income (loss)	$	(22.9)	$	(80.2)


☒			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


		October 2, 2021		December 31, 2020			April 2, 2022		December 31, 2021
Assets	Assets					Assets

Cash and cash equivalents	Cash and cash equivalents	$	2,078.1	$	631.5	Cash and cash equivalents	$	1,965.5	$	1,864.9

Accounts receivable, net of allowance for credit losses of $7.6 and $6.5, respectively		686.2		593.5
Accounts receivable, net of allowance for credit losses of $7.1 and $7.2, respectively						Accounts receivable, net of allowance for credit losses of $7.1 and $7.2, respectively	679.3		652.9
Inventories	Inventories	1,092.5		1,059.4		Inventories	1,022.4		1,020.2

Prepaid expenses and other current assets	Prepaid expenses and other current assets	355.7		182.2		Prepaid expenses and other current assets	268.3		305.8
Current assets held for sale	Current assets held for sale	13.4		666.9		Current assets held for sale	—		16.1
Total current assets	Total current assets	4,225.9		3,133.5		Total current assets	3,935.5		3,859.9

Property, plant and equipment, net	Property, plant and equipment, net	842.8		864.6		Property, plant and equipment, net	846.3		864.1
Operating lease assets	Operating lease assets	170.6		154.7		Operating lease assets	195.7		166.9

Goodwill and indefinite-lived intangible assets	Goodwill and indefinite-lived intangible assets	3,036.9		3,102.7		Goodwill and indefinite-lived intangible assets	2,975.9		3,004.7
Definite-lived intangible assets, net	Definite-lived intangible assets, net	2,226.2		2,481.5		Definite-lived intangible assets, net	2,053.7		2,146.1
Deferred income taxes	Deferred income taxes	40.2		40.6		Deferred income taxes	6.7		6.5
Non-current assets held for sale		—		1,364.0

Other non-current assets	Other non-current assets	373.3		346.8		Other non-current assets	375.7		377.5
Total non-current assets	Total non-current assets	6,690.0		8,354.9		Total non-current assets	6,454.0		6,565.8
Total assets	Total assets	$	10,915.9	$	11,488.4	Total assets	$	10,389.5	$	10,425.7
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity

Accounts payable	Accounts payable	$	405.6	$	451.6	Accounts payable	$	479.6	$	411.2
Payroll and related taxes	Payroll and related taxes	106.6		152.9		Payroll and related taxes	88.6		118.5
Accrued customer programs	Accrued customer programs	140.1		128.5		Accrued customer programs	132.3		125.6
Other accrued liabilities	Other accrued liabilities	339.9		183.1		Other accrued liabilities	270.8		279.4
Accrued income taxes	Accrued income taxes	353.0		9.0		Accrued income taxes	5.4		16.5

Current indebtedness	Current indebtedness	629.4		37.3		Current indebtedness	4.6		603.8
Current liabilities held for sale	Current liabilities held for sale	29.2		419.6		Current liabilities held for sale	—		32.9
Total current liabilities	Total current liabilities	2,003.8		1,382.0		Total current liabilities	981.3		1,587.9

Long-term debt, less current portion	Long-term debt, less current portion	2,920.9		3,527.6		Long-term debt, less current portion	3,510.6		2,916.7
Deferred income taxes	Deferred income taxes	243.0		276.2		Deferred income taxes	238.9		239.3
Non-current liabilities held for sale		—		108.3

Other non-current liabilities	Other non-current liabilities	565.8		539.2		Other non-current liabilities	554.2		530.1
Total non-current liabilities	Total non-current liabilities	3,729.7		4,451.3		Total non-current liabilities	4,303.7		3,686.1
Total liabilities	Total liabilities	5,733.5		5,833.3		Total liabilities	5,285.0		5,274.0
Commitments and contingencies - Refer to Note 16		0		0
Contingencies - Refer to Note 15						Contingencies - Refer to Note 15	0		0
Shareholders’ equity	Shareholders’ equity					Shareholders’ equity
Controlling interests:	Controlling interests:					Controlling interests:
Preferred shares, $0.0001 par value per share, 10 shares authorized	Preferred shares, $0.0001 par value per share, 10 shares authorized	—		—		Preferred shares, $0.0001 par value per share, 10 shares authorized	—		—
Ordinary shares, €0.001 par value per share, 10,000 shares authorized	Ordinary shares, €0.001 par value per share, 10,000 shares authorized	7,064.8		7,118.2		Ordinary shares, €0.001 par value per share, 10,000 shares authorized	7,018.9		7,043.2
Accumulated other comprehensive income	Accumulated other comprehensive income	54.2		395.0		Accumulated other comprehensive income	15.0		35.5
Retained earnings (accumulated deficit)	Retained earnings (accumulated deficit)	(1,936.6)		(1,858.1)		Retained earnings (accumulated deficit)	(1,929.4)		(1,927.0)

Total shareholders’ equity	Total shareholders’ equity	5,182.4		5,655.1		Total shareholders’ equity	5,104.5		5,151.7
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	10,915.9	$	11,488.4	Total liabilities and shareholders' equity	$	10,389.5	$	10,425.7

Supplemental Disclosures of Balance Sheet Information	Supplemental Disclosures of Balance Sheet Information					Supplemental Disclosures of Balance Sheet Information
Preferred shares, issued and outstanding	Preferred shares, issued and outstanding	—		—		Preferred shares, issued and outstanding	—		—
Ordinary shares, issued and outstanding	Ordinary shares, issued and outstanding	133.7		133.1		Ordinary shares, issued and outstanding	134.6		133.8


		Ordinary Shares Issued			Accumulated Other Comprehensive Income		Retained Earnings (Accumulated Deficit)		Total			Ordinary Shares Issued			Accumulated Other Comprehensive Income		Retained Earnings (Accumulated Deficit)		Total
		Shares	Amount									Shares	Amount
Balance at December 31, 2019		136.1	$	7,359.9	$	139.4	$	(1,695.5)	$	5,803.8
Balance at December 31, 2020											Balance at December 31, 2020	133.1	$	7,118.2	$	395.0	$	(1,858.1)	$	5,655.1

Net income	Net income	—	—		—		106.4		106.4		Net income	—	—		—		38.1		38.1
Other comprehensive loss	Other comprehensive loss	—	—		(103.5)		—		(103.5)		Other comprehensive loss	—	—		(118.3)		—		(118.3)

Restricted stock plan	Restricted stock plan	0.3	—		—		—		—		Restricted stock plan	0.6	—		—		—		—
Compensation for stock options	Compensation for stock options	—	0.8		—		—		0.8		Compensation for stock options	—	0.4		—		—		0.4
Compensation for restricted stock	Compensation for restricted stock	—	15.4		—		—		15.4		Compensation for restricted stock	—	24.6		—		—		24.6
Cash dividends, $0.23 per share		—	(30.9)		—		—		(30.9)
Cash dividends, $0.24 per share											Cash dividends, $0.24 per share	—	(32.6)		—		—		(32.6)
Shares withheld for payment of employees' withholding tax liability	Shares withheld for payment of employees' withholding tax liability	(0.1)	(5.6)		—		—		(5.6)		Shares withheld for payment of employees' withholding tax liability	(0.2)	(9.3)		—		—		(9.3)

Balance at March 28, 2020		136.3	$	7,339.6	$	35.9	$	(1,589.1)	$	5,786.4

Net income		—	—		—		60.6		60.6
Other comprehensive income		—	—		84.8		—		84.8

Restricted stock plan		0.3	—		—		—		—
Compensation for stock options		—	0.4		—		—		0.4
Compensation for restricted stock		—	13.1		—		—		13.1
Cash dividends, $0.23 per share		—	(31.0)		—		—		(31.0)
Shares withheld for payment of employees' withholding tax liability		(0.1)	(3.9)		—		—		(3.9)

Balance at June 27, 2020		136.5	$	7,318.2	$	120.7	$	(1,528.5)	$	5,910.4

Net loss		—	—		—		(154.6)		(154.6)
Other comprehensive income		—	—		83.0		—		83.0

Compensation for stock options		—	0.4		—		—		0.4
Compensation for restricted stock		—	13.8		—		—		13.8
Cash dividends, $0.23 per share		—	(31.1)		—		—		(31.1)
Shares withheld for payment of employees' withholding tax liability		—	(0.5)		—		—		(0.5)
Minority share purchase		—	(1.1)		—		—		(1.1)
Balance at September 26, 2020		136.5	$	7,299.7	$	203.7	$	(1,683.1)	$	5,820.3
Balance at April 3, 2021											Balance at April 3, 2021	133.5	$	7,101.3	$	276.7	$	(1,820.0)	$	5,558.0


	Balance Sheet Location	October 2, 2021		December 31, 2020
Short-term contract assets	Prepaid expenses and other current assets	$	42.2	$	19.7


	~~Oral Care Assets of High Ridge Brands (Dr. Fresh)~~
~~Purchase price paid~~	$	~~106.2~~



~~Assets acquired:~~

~~Accounts receivable~~	~~13.1~~
~~Inventories~~	~~22.2~~
~~Prepaid expenses and other current assets~~	~~0.4~~
~~Property, plant and equipment, net~~	~~0.7~~
~~Operating lease assets~~	~~2.6~~
~~Goodwill~~	~~17.2~~

~~Distribution and license agreements and supply agreements~~	$	~~2.2~~
~~Developed product technology, formulations, and product rights~~	~~0.1~~
~~Customer relationships and distribution networks~~	~~20.6~~
~~Trademarks, trade names, and brands~~	~~43.2~~




~~Total intangible assets~~	$	~~66.1~~

~~Total assets~~	$	~~122.3~~
~~Liabilities assumed:~~
~~Accounts payable~~	$	~~6.1~~

~~Other accrued liabilities~~	~~3.8~~
~~Payroll and related taxes~~	~~0.7~~
~~Accrued customer programs~~	~~3.0~~


~~Other non-current liabilities~~	~~2.5~~
~~Total liabilities~~	$	~~16.1~~
~~Net assets acquired~~	$	~~106.2~~


	Three Months Ended		Nine Months Ended
(Unaudited)	September 26, 2020		September 26, 2020
Net sales	$	1,009.2	$	3,083.2
Income from continuing operations	$	28.5	$	108.7


		December 31, 2020		Purchase accounting adjustments		Impairments		Currency translation adjustments		October 2, 2021			December 31, 2021		Purchase accounting adjustments		Impairments		Currency translation adjustments		April 2, 2022
CSCA(1)	CSCA(1)	$	1,905.0	$	2.4	$	(6.1)	$	(0.7)	$	1,900.6	CSCA(1)	$	1,902.4	$	—	$	—	$	(0.4)	$	1,902.0
CSCI(2)	CSCI(2)	1,190.7		(2.4)		—		(57.5)		1,130.8		CSCI(2)	1,097.0		—		—		(28.3)		1,068.7

Total goodwill	Total goodwill	$	3,095.7	$	—	$	(6.1)	$	(58.2)	$	3,031.4	Total goodwill	$	2,999.4	$	—	$	—	$	(28.7)	$	2,970.7


		October 2, 2021				December 31, 2020				April 2, 2022				December 31, 2021
		Gross		Accumulated Amortization		Gross		Accumulated Amortization				Gross		Accumulated Amortization		Gross		Accumulated Amortization
Indefinite-lived intangibles:	Indefinite-lived intangibles:										Indefinite-lived intangibles:
Trademarks, trade names, and brands	Trademarks, trade names, and brands	$	3.6	$	—	$	4.3	$	—		Trademarks, trade names, and brands	$	3.5	$	—	$	3.5	$	—
In-process research and development	In-process research and development	1.9		—		2.7		—			In-process research and development	1.7		—		1.8		—
Total indefinite-lived intangibles	Total indefinite-lived intangibles	$	5.5	$	—	$	7.0	$	—		Total indefinite-lived intangibles	$	5.2	$	—	$	5.3	$	—
Definite-lived intangibles:	Definite-lived intangibles:										Definite-lived intangibles:
Distribution and license agreements and supply agreements	Distribution and license agreements and supply agreements	$	72.8	$	56.1	$	74.8	$	55.4		Distribution and license agreements and supply agreements	$	82.3	$	56.6	$	73.2	$	56.9
Developed product technology, formulations, and product rights	Developed product technology, formulations, and product rights	300.7		187.6		303.3		177.3			Developed product technology, formulations, and product rights	298.7		194.4		300.2		191.4
Customer relationships and distribution networks	Customer relationships and distribution networks	1,844.1		872.2		1,920.5		823.7			Customer relationships and distribution networks	1,777.0		891.2		1,820.7		887.8
Trademarks, trade names, and brands	Trademarks, trade names, and brands	1,506.0		381.5		1,581.5		342.2			Trademarks, trade names, and brands	1,438.3		400.4		1,482.3		394.2
Non-compete agreements	Non-compete agreements	2.1		2.1		2.9		2.9			Non-compete agreements	2.1		2.1		2.1		2.1
Total definite-lived intangibles	Total definite-lived intangibles	$	3,725.7	$	1,499.5	$	3,883.0	$	1,401.5		Total definite-lived intangibles	$	3,598.4	$	1,544.7	$	3,678.5	$	1,532.4
Total intangible assets	Total intangible assets	$	3,731.2	$	1,499.5	$	3,890.0	$	1,401.5		Total intangible assets	$	3,603.6	$	1,544.7	$	3,683.8	$	1,532.4


	~~Three Months Ended~~
	September 26, 2020
~~Volatility~~	~~30.0~~	%
~~Rate of return~~	~~6.84~~	%


		Three Months Ended				Nine Months Ended					Three Months Ended
		October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020			April 2, 2022		April 3, 2021
CSCA(1)	CSCA(1)									CSCA(1)
Upper respiratory	Upper respiratory	$	121.9	$	117.1	$	345.8	$	397.2	Upper respiratory	$	152.8	$	118.6
Nutrition										Nutrition	127.2		92.2
Digestive health	Digestive health	110.6		111.8		344.0		339.9		Digestive health	118.6		118.4
Pain and sleep-aids	Pain and sleep-aids	108.4		102.6		292.9		325.7		Pain and sleep-aids	102.9		95.1
Nutrition		105.3		100.3		293.3		291.5
Oral self-care		76.7		81.9		227.4		202.5
Oral care										Oral care	70.4		75.0
Healthy lifestyle	Healthy lifestyle	72.9		86.9		214.9		256.2		Healthy lifestyle	68.2		76.7
Skincare and personal hygiene	Skincare and personal hygiene	56.0		51.4		165.9		145.4		Skincare and personal hygiene	48.5		55.3
Vitamins, minerals, and supplements	Vitamins, minerals, and supplements	8.1		6.3		24.3		19.1		Vitamins, minerals, and supplements	7.7		7.8

Other CSCA(2)	Other CSCA(2)	34.3		5.7		48.5		14.7		Other CSCA(2)	13.7		1.4
Total CSCA	Total CSCA	694.2		664.0		1,957.0		1,992.2		Total CSCA	710.0		640.5
CSCI	CSCI									CSCI
Skincare and personal hygiene	Skincare and personal hygiene	88.5		83.1		307.9		275.4		Skincare and personal hygiene	101.9		107.0
Upper respiratory	Upper respiratory	58.7		62.3		144.2		191.9		Upper respiratory	61.4		42.9
Pain and sleep-aids										Pain and sleep-aids	51.7		49.0
Vitamins, minerals, and supplements	Vitamins, minerals, and supplements	54.7		52.9		162.8		139.9		Vitamins, minerals, and supplements	47.9		59.0
Pain and sleep-aids		52.1		49.0		148.4		136.0
Healthy lifestyle	Healthy lifestyle	42.2		40.6		140.5		124.7		Healthy lifestyle	42.7		50.3
Oral self-care		24.4		25.2		72.4		68.8
Oral care										Oral care	24.4		25.5
Digestive health	Digestive health	10.1		6.8		28.3		17.9		Digestive health	9.2		8.5
Other CSCI(3)	Other CSCI(3)	17.8		19.1		72.3		88.2		Other CSCI(3)	25.3		27.3
Total CSCI	Total CSCI	348.5		339.0		1,076.8		1,042.8		Total CSCI	364.5		369.5

Total net sales	Total net sales	$	1,042.7	$	1,003.0	$	3,033.8	$	3,035.0	Total net sales	$	1,074.5	$	1,010.0


		October 2, 2021		December 31, 2020			April 2, 2022		December 31, 2021
Finished goods	Finished goods	$	617.1	$	574.1	Finished goods	$	540.9	$	549.2
Work in process	Work in process	240.9		220.4		Work in process	263.1		251.9
Raw materials	Raw materials	234.5		264.9		Raw materials	218.4		219.1
Total inventories	Total inventories	$	1,092.5	$	1,059.4	Total inventories	$	1,022.4	$	1,020.2


		Notional Amount					Notional Amount
		October 2, 2021		December 31, 2020			April 2, 2022		December 31, 2021
European Euro (EUR)	European Euro (EUR)	$	1,277.7	$	312.6	European Euro (EUR)	$	192.4	$	232.6
British Pound (GBP)	British Pound (GBP)	121.5		92.3		British Pound (GBP)	161.2		135.8
Israeli Shekel (ILS)		—		94.4
Danish Krone (DKK)	Danish Krone (DKK)	44.8		65.2		Danish Krone (DKK)	53.2		37.5
Swedish Krona (SEK)	Swedish Krona (SEK)	41.9		41.2		Swedish Krona (SEK)	50.1		47.8
Chinese Yuan (CNY)		36.2		49.1
Chinese Yuan (CNH)						Chinese Yuan (CNH)	44.5		37.7
Canadian Dollar (CAD)						Canadian Dollar (CAD)	27.3		29.0
Mexican Peso (MXN)						Mexican Peso (MXN)	18.8		1.0
United States Dollar (USD)	United States Dollar (USD)	21.2		101.5		United States Dollar (USD)	18.3		22.9
Polish Zloty (PLZ)	Polish Zloty (PLZ)	17.9		21.8		Polish Zloty (PLZ)	14.1		21.0
Canadian Dollar (CAD)		17.7		36.8
Norwegian Krone (NOK)	Norwegian Krone (NOK)	9.9		7.8		Norwegian Krone (NOK)	9.3		11.0
Brazilian Real (BRL)						Brazilian Real (BRL)	6.8		—
Turkish Lira (TRY)						Turkish Lira (TRY)	3.4		3.1
Romanian New Leu (RON)						Romanian New Leu (RON)	2.7		1.6
Australian Dollar (AUD)						Australian Dollar (AUD)	2.2		1.6
Switzerland Franc (CHF)	Switzerland Franc (CHF)	6.9		8.2		Switzerland Franc (CHF)	2.0		1.9
Turkish Lira (TRY)		4.7		4.0
Australian Dollar (AUD)		3.8		11.3
Romanian New Leu (RON)		3.7		3.6
Mexican Peso (MPX)		0.6		15.6
Other	Other	2.2		2.3		Other	6.7		3.6

Total	Total	$	1,610.7	$	867.7	Total	$	613.0	$	588.1


Measurement Category	Measurement Category	Balance Sheet Location	October 2, 2021		December 31, 2020		Measurement Category	Balance Sheet Location	April 2, 2022		December 31, 2021
Fair value method	Fair value method	Prepaid expenses and other current assets	$	1.5	$	2.5	Fair value method	Prepaid expenses and other current assets	$	0.2	$	0.4
Fair value method(1)	Fair value method(1)	Other non-current assets	$	1.8	$	1.9	Fair value method(1)	Other non-current assets	$	1.8	$	1.8
Equity method	Equity method	Other non-current assets	$	69.0	$	69.8	Equity method	Other non-current assets	$	65.7	$	66.4


	Three months ended
		April 3, 2021
Net sales		$	200.1
Cost of sales		138.3
Gross profit		61.8

Operating expenses
Distribution		3.3
Research and development		13.4
Selling		7.4
Administration		18.2


Other operating expense (income)		(0.9)
Total operating expenses		41.4

Operating income		20.4


Interest expense, net		0.6
Other (income) expense, net		(1.5)

Income from discontinued operations before tax		21.3


Income tax benefit		(14.0)
Income from discontinued operations, net of tax		$	35.3


	Three months ended
		April 3, 2021
Cash flows from discontinued operations operating activities:
Depreciation and amortization		$	15.3







Cash flows from discontinued operations investing activities:
Asset acquisitions		$	(69.7)
Additions to property, plant and equipment		(3.2)


	December 31, 2020
~~Cash and cash equivalents~~	$	~~10.0~~

~~Accounts receivable, net of allowance for credit losses of $1.1~~	~~460.7~~
~~Inventories~~	~~140.8~~
~~Prepaid expenses and other current assets~~	~~55.4~~





~~Current assets held for sale~~	~~666.9~~

~~Property, plant and equipment, net~~	~~131.4~~
~~Operating lease assets~~	~~31.3~~

~~Goodwill and indefinite-lived intangible assets~~	~~681.2~~

~~Definite-lived intangible assets, net~~	~~492.8~~
~~Deferred income taxes~~	~~3.6~~
~~Other non-current assets~~	~~23.7~~
~~Non-current assets held for sale~~	~~1,364.0~~
~~Total assets held for sale~~	$	~~2,030.9~~

~~Accounts payable~~	$	~~92.2~~
~~Payroll and related taxes~~	~~22.3~~
~~Accrued customer programs~~	~~237.4~~
~~Other accrued liabilities~~	~~67.2~~


~~Current indebtedness~~	~~0.5~~
~~Current liabilities held for sale~~	~~419.6~~

~~Long-term debt, less current portion~~	~~0.7~~
~~Deferred income taxes~~	~~3.1~~
~~Other non-current liabilities~~	~~104.5~~
~~Non-current liabilities held for sale~~	~~108.3~~
~~Total liabilities held for sale~~	$	~~527.9~~


			Asset Derivatives						Asset Derivatives
			Fair Value						Fair Value
		Balance Sheet Location	October 2, 2021		December 31, 2020			Balance Sheet Location	April 2, 2022		December 31, 2021
Designated derivatives:	Designated derivatives:						Designated derivatives:
Foreign currency forward contracts	Foreign currency forward contracts	Prepaid expenses and other current assets	$	5.0	$	5.0	Foreign currency forward contracts	Prepaid expenses and other current assets	$	2.1	$	3.5
Foreign currency forward contracts	Foreign currency forward contracts	Other non-current assets	0.4		0.5		Foreign currency forward contracts	Other non-current assets	0.8		1.3

Cross-currency swap		Other non-current assets	—		6.3

Total designated derivatives	Total designated derivatives		$	5.4	$	11.8	Total designated derivatives		$	2.9	$	4.8
Non-designated derivatives:	Non-designated derivatives:						Non-designated derivatives:
Foreign currency forward contracts	Foreign currency forward contracts	Prepaid expenses and other current assets	$	0.4	$	4.3	Foreign currency forward contracts	Prepaid expenses and other current assets	$	1.4	$	0.9
Foreign currency options	Foreign currency options	Prepaid expenses and other current assets	13.3		—		Foreign currency options	Prepaid expenses and other current assets	1.5		5.0
Total non-designated derivatives	Total non-designated derivatives		$	13.7	$	4.3	Total non-designated derivatives		$	2.9	$	5.9


			Liability Derivatives						Liability Derivatives
			Fair Value						Fair Value
		Balance Sheet Location	October 2, 2021		December 31, 2020			Balance Sheet Location	April 2, 2022		December 31, 2021
Designated derivatives:	Designated derivatives:						Designated derivatives:
Foreign currency forward contracts	Foreign currency forward contracts	Other accrued liabilities	$	0.4	$	5.5	Foreign currency forward contracts	Other accrued liabilities	$	2.0	$	1.2
Cross-currency swap	Cross-currency swap	Other accrued liabilities	24.1		—		Cross-currency swap	Other accrued liabilities	—		13.8

Total designated derivatives	Total designated derivatives		$	24.5	$	5.5	Total designated derivatives		$	2.0	$	15.0
Non-designated derivatives:	Non-designated derivatives:						Non-designated derivatives:
Foreign currency forward contracts	Foreign currency forward contracts	Other accrued liabilities	$	1.4	$	2.4	Foreign currency forward contracts	Other accrued liabilities	$	1.4	$	1.2


	Three Months Ended
	October 2, 2021
Instrument	Amount of Gain/(Loss) Recorded in OCI		Classification of Gain/(Loss) Reclassified from AOCI into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings		Classification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness Testing	Amount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing


Cash flow hedges:
Interest rate swap agreements	$	—	Interest expense, net	$	(0.4)	Interest expense, net	$	—
Foreign currency forward contracts	2.4		Net sales	(0.4)		Net sales	—
			Cost of sales	(0.5)		Cost of sales	—
						Other (income) expense, net	0.2
	$	2.4		$	(1.3)		$	0.2
Net investment hedges:
Cross-currency swap	$	(28.4)				Interest expense, net	$	(0.9)


		Three Months Ended									Three Months Ended
		September 26, 2020									April 3, 2021
Instrument	Instrument	Amount of Gain/(Loss) Recorded in OCI		Classification of Gain/(Loss) Reclassified from AOCI into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings		Classification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness Testing	Amount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing		Instrument	Amount of Gain/(Loss) Recorded in OCI		Classification of Gain/(Loss) Reclassified from AOCI into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings		Classification of Gain/(Loss) Recognized into Earnings Related to Amounts Excluded from Effectiveness Testing	Amount of Gain/(Loss) Recognized in Earnings on Derivatives Related to Amounts Excluded from Effectiveness Testing
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:

Interest rate swap agreements	Interest rate swap agreements	$	—	Interest expense, net	$	(0.4)	Interest expense, net	$	—	Interest rate swap agreements	$	—	Interest expense, net	$	(0.5)	Interest expense, net	$	—
Foreign currency forward contracts	Foreign currency forward contracts	(1.5)		Net sales	(0.1)		Net sales	—		Foreign currency forward contracts	1.7		Net sales	(0.9)		Net sales	—
				Cost of sales	1.3		Cost of sales	0.2					Cost of sales	(1.4)		Cost of sales	0.1
		$	(1.5)		$	0.8		$	0.2							Other (income) expense, net	(0.1)
											$	1.7		$	(2.8)		$	—
Net investment hedges:	Net investment hedges:									Net investment hedges:
Cross-currency swap	Cross-currency swap	$	(0.3)				Interest expense, net	$	0.9	Cross-currency swap	$	(0.5)				Interest expense, net	$	1.0
Foreign currency forward contract		(11.7)					Interest expense, net	(0.1)
		$	(12.0)					$	0.8


Liabilities	Liabilities	Balance Sheet Location	October 2, 2021		December 31, 2020		Liabilities	Balance Sheet Location	April 2, 2022		December 31, 2021
Current	Current						Current
Operating	Operating	Other accrued liabilities	$	27.2	$	28.3	Operating	Other accrued liabilities	$	24.4	$	26.0
Finance	Finance	Current indebtedness	5.1		6.7		Finance	Current indebtedness	4.6		4.9
Non-Current	Non-Current						Non-Current
Operating	Operating	Other non-current liabilities	148.9		132.5		Operating	Other non-current liabilities	171.3		147.3
Finance	Finance	Long-term debt, less current portion	22.1		20.2		Finance	Long-term debt, less current portion	19.8		20.9
Total	Total		$	203.3	$	187.7	Total		$	220.1	$	199.1


		Operating Leases		Finance Leases		Total			Operating Leases		Finance Leases		Total
2021		$	8.2	$	1.5	$	9.7
2022	2022	29.2		5.6		34.8		2022	$	22.2	$	4.1	$	26.3
2023	2023	21.8		3.9		25.7		2023	24.8		3.9		28.7
2024	2024	18.6		2.4		21.0		2024	21.7		2.4		24.1
2025	2025	16.5		2.2		18.7		2025	19.2		2.2		21.4
After 2025		109.0		15.8		124.8
2026								2026	17.6		2.1		19.7
After 2026								After 2026	122.4		13.6		136.0
Total lease payments	Total lease payments	203.3		31.4		234.7		Total lease payments	227.9		28.3		256.2
Less: Interest	Less: Interest	27.2		4.2		31.4		Less: Interest	32.2		3.9		36.1
Present value of lease liabilities	Present value of lease liabilities	$	176.1	$	27.2	$	203.3	Present value of lease liabilities	$	195.7	$	24.4	$	220.1


		Fair Value of Derivative Financial Instruments, net of tax		Foreign Currency Translation Adjustments		Post-Retirement and Pension Liability Adjustments, net of tax		Total AOCI			Fair Value of Derivative Financial Instruments, net of tax		Foreign Currency Translation Adjustments (1)		Post-Retirement and Pension Liability Adjustments, net of tax(1)		Total AOCI
Balance at December 31, 2020		$	(0.7)	$	407.3	$	(11.6)	$	395.0
Balance at December 31, 2021										Balance at December 31, 2021	$	(22.0)	$	67.4	$	(9.9)	$	35.5

OCI before reclassifications	OCI before reclassifications	(33.4)		(147.5)		(2.2)		(183.1)		OCI before reclassifications	9.8		19.0		(7.7)		21.1
Amounts reclassified from AOCI~~(1)~~	Amounts reclassified from AOCI~~(1)~~	2.3		(160.0)		—		(157.7)		Amounts reclassified from AOCI~~(1)~~	0.6		(43.6)		1.4		(41.6)
Other comprehensive income (loss)	Other comprehensive income (loss)	$	(31.1)	$	(307.5)	$	(2.2)	$	(340.8)	Other comprehensive income (loss)	$	10.4	$	(24.6)	$	(6.3)	$	(20.5)
Balance at October 2, 2021		$	(31.8)	$	99.8	$	(13.8)	$	54.2
Balance at April 2, 2022										Balance at April 2, 2022	$	(11.6)	$	42.8	$	(16.2)	$	15.0


		Three Months Ended						Three Months Ended
(in millions, except percentages)	(in millions, except percentages)	October 2, 2021			September 26, 2020				(in millions, except percentages)	April 2, 2022			April 3, 2021
Net sales	Net sales	$	1,042.7		$	1,003.0			Net sales	$	1,074.5		$	1,010.0
Gross profit	Gross profit	$	336.4		$	369.7			Gross profit	$	337.8		$	368.4
Gross profit %	Gross profit %	32.3		%	36.9		%		Gross profit %	31.4		%	36.5		%

Operating income	Operating income	$	438.3		$	78.5			Operating income	$	21.7		$	51.4
Operating income %	Operating income %	42.0		%	7.8		%		Operating income %	2.0		%	5.1		%


Sales	Three Months Ended
(in millions, except percentages)	April 2, 2022		April 3, 2021		$ Change		% Change
Upper respiratory	$	152.8	$	118.6	$	34.2	28.8	%
Nutrition	127.2		92.2		35.0		38.0	%
Digestive health	118.6		118.4		0.2		0.2	%
Pain and sleep-aids	102.9		95.1		7.8		8.2	%
Oral care	70.4		75.0		(4.6)		(6.1)	%
Healthy lifestyle	68.2		76.7		(8.5)		(11.1)	%
Skincare and personal hygiene	48.5		55.3		(6.8)		(12.3)	%
Vitamins, minerals, and supplements	7.7		7.8		(0.1)		(1.3)	%
Other CSCA	13.7		1.4		12.3		878.6	%
Total CSCA	$	710.0	$	640.5	$	69.5	10.9%


	Three Months Ended
(in millions)	April 2, 2022		April 3, 2021

Interest expense, net	$	35.8	$	32.0
Other (income) expense, net	$	(1.1)	$	2.4


Nominee	For	Against	Abstain	Broker Non-Votes
Bradley A. Alford	108,778,666	2,879,770	55,958	5,648,168
Orlando D. Ashford	108,518,147	3,088,196	108,087	5,648,168
Katherine C. Doyle	110,548,918	1,114,433	51,043	5,648,168
Adriana Karaboutis	108,118,245	3,535,906	60,243	5,648,168
Murray S. Kessler	110,531,179	1,135,695	47,521	5,648,168
Jeffrey B. Kindler	107,763,028	3,845,095	106,272	5,648,168
Erica L. Mann	106,000,708	5,654,683	59,003	5,648,168
Donal O'Connor	109,836,732	1,821,018	56,644	5,648,168
Geoffrey M. Parker	65,823,617	45,782,439	108,339	5,648,168
Theodore R. Samuels	109,200,155	2,405,727	108,513	5,648,168


Exhibit Number						Description

~~2.1~~						Put Option Agreement, dated as of September 8, 2021, by and among Perrigo Company plc, Habsont Unlimited Company and certain other parties set forth therein (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 9, 2021).

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						~~Amendment to Stock~~Term Loan and ~~Asset Purchase~~Revolving Credit Agreement by and ~~between~~among Perrigo Company plc, as parent, Perrigo Investments, LLC, as a borrower, the Designated Borrowers, the Lenders, the Issuing Banks, and ~~Padagis LLC,~~the Swing Line Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and as Collateral Agent, dated as of ~~July 6, 2021~~April 20, 2022* (incorporated by reference from Exhibit ~~10.2~~10.1 to the Company’s Current Report on Form 8-K filed ~~on July 12, 2021).~~April 20, 2022.

~~10.2~~						Amendment No. 1 and Waiver to 2019 Term Loan, dated as of August 10, 2021, by and among Perrigo Finance Unlimited Company, Perrigo Company plc, JPMorgan Chase Bank, N.A., and the other lenders party thereto, dated as of August 15, 2019 (~~incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2021~~).

~~10.3~~						Amendment No. 2 and Waiver to 2018 Revolver, dated as of August 10, 2021, by and among Perrigo Finance Unlimited Company, Perrigo Company plc, JPMorgan Chase Bank, N.A., and the other lenders party thereto, dated as of August 15, 2019 (~~incorporated by reference from Exhibit 10.3~~ ~~to the Company's Quarterly Report on Form 10-Q filed August 11, 2021~~).

~~10.4~~						~~Supplement to Letter Agreement, dated as of August 11, 2021, by and between the Company and Raymond Silcock (filed herewith)~~.

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

31.2						Rule 13a-14(a) Certification by 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						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						XBRL Taxonomy Extension Schema Document.

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.

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

*						Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.


		PERRIGO COMPANY PLC
		(Registrant)

Date:	~~November 12, 2021~~May 11, 2022	/s/ Murray S. Kessler
		Murray S. Kessler
		Chief Executive Officer and President
		(Principal Executive Officer)

Date:	~~November 12, 2021~~May 11, 2022	/s/ Raymond P. Silcock
		Raymond P. Silcock
		Chief Financial Officer
		(Principal Accounting and Financial Officer)