Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 03, 2021 | Aug. 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document period end date | Jul. 3, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36353 | |
Entity registrant name | Perrigo Company plc | |
Entity Incorporation, State or Country Code | L2 | |
Entity Address, Address Line One | The Sharp Building, | |
Entity Address, Address Line Two | Hogan Place, | |
Entity Address, City or Town | Dublin 2, | |
Entity Address, Country | IE | |
Entity Address, Postal Zip Code | D02 TY74 | |
Country Region | 353 | |
City Area Code | 1 | |
Local Phone Number | 7094000 | |
Title of 12(b) Security | Ordinary shares | |
Trading Symbol | PRGO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity small business | false | |
Entity emerging growth company | false | |
Entity Shell Company | false | |
Entity common stock, shares outstanding | 133,714,781 | |
Entity central index key | 0001585364 | |
Current calendar year end date | --12-31 | |
Document calendar year focus | 2021 | |
Document calendar period focus | Q2 | |
Amendment flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 981.1 | $ 948.8 | $ 1,991.1 | $ 2,032 |
Cost of sales | 632.1 | 601.6 | 1,273.7 | 1,291.1 |
Gross profit | 349 | 347.2 | 717.4 | 740.9 |
Operating expenses | ||||
Distribution | 24.1 | 19.8 | 45.8 | 40 |
Research and development | 33 | 30.4 | 64.1 | 58.3 |
Selling | 139.8 | 119.3 | 275.2 | 258.9 |
Administration | 110.4 | 114.3 | 237.6 | 233.9 |
Impairment charges | 158.6 | 0 | 158.6 | 0 |
Restructuring | 9 | 0.7 | 10.7 | 0.7 |
Total operating expenses | 474.9 | 284.5 | 792 | 591.8 |
Operating income (loss) | (125.9) | 62.7 | (74.6) | 149.1 |
Change in financial assets | 0 | (2.1) | 0 | (3.7) |
Interest expense, net | 31.6 | 32.2 | 63.6 | 61.1 |
Other (income) expense, net | (0.4) | 17.1 | 1.9 | 18.8 |
Income (loss) from continuing operations before income taxes | (157.1) | 15.5 | (140.1) | 72.9 |
Income tax expense (benefit) | (45.2) | 3.1 | (31) | 2.8 |
Income (loss) from continuing operations | (111.9) | 12.4 | (109.1) | 70.1 |
Income from discontinued operations, net of tax | 54.2 | 48.2 | 89.5 | 96.9 |
Net income (loss) | $ (57.7) | $ 60.6 | $ (19.6) | $ 167 |
Basic | ||||
Continuing operations (in dollars per share) | $ (0.84) | $ 0.09 | $ (0.82) | $ 0.52 |
Discontinued operations (in dollars per share) | 0.41 | 0.35 | 0.67 | 0.71 |
Basic earnings per share (in dollars per share) | (0.43) | 0.44 | (0.15) | 1.23 |
Diluted | ||||
Continuing operations (in dollars per share) | (0.84) | 0.09 | (0.82) | 0.51 |
Discontinued operations (in dollars per share) | 0.41 | 0.35 | 0.67 | 0.71 |
Diluted earnings per share (in dollars per share) | $ (0.43) | $ 0.44 | $ (0.15) | $ 1.22 |
Weighted-average shares outstanding | ||||
Basic (in shares) | 133.6 | 136.4 | 133.4 | 136.3 |
Diluted (in shares) | 133.6 | 137.5 | 133.4 | 137.3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (57.7) | $ 60.6 | $ (19.6) | $ 167 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 32.5 | 86.7 | (79.1) | (5.5) |
Change in fair value of derivative financial instruments, net of tax | (1.3) | (0.7) | (7.3) | (10.1) |
Change in post-retirement and pension liability, net of tax | (0.8) | (1.2) | (1.5) | (3.1) |
Other comprehensive income (loss), net of tax | 30.4 | 84.8 | (87.9) | (18.7) |
Comprehensive income (loss) | $ (27.3) | $ 145.4 | $ (107.5) | $ 148.3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) shares in Millions, $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 317.5 | $ 631.5 |
Accounts receivable, net of allowance for credit losses of $7.7 and $6.5, respectively | 620.2 | 593.5 |
Inventories | 1,115.9 | 1,059.4 |
Prepaid expenses and other current assets | 277.3 | 182.2 |
Current assets held for sale | 2,089.3 | 666.9 |
Total current assets | 4,420.2 | 3,133.5 |
Property, plant and equipment, net | 833.8 | 864.6 |
Operating lease assets | 171.3 | 154.7 |
Goodwill and indefinite-lived intangible assets | 3,063.1 | 3,102.7 |
Definite-lived intangible assets, net | 2,313.8 | 2,481.5 |
Deferred income taxes | 49 | 40.6 |
Non-current assets held for sale | 0 | 1,364 |
Other non-current assets | 379.1 | 346.8 |
Total non-current assets | 6,810.1 | 8,354.9 |
Total assets | 11,230.3 | 11,488.4 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 402.4 | 451.6 |
Payroll and related taxes | 106.2 | 152.9 |
Accrued customer programs | 132.6 | 128.5 |
Other accrued liabilities | 235.5 | 183.1 |
Accrued income taxes | 9.4 | 9 |
Current indebtedness | 630.1 | 37.3 |
Current liabilities held for sale | 468.3 | 419.6 |
Total current liabilities | 1,984.5 | 1,382 |
Long-term debt, less current portion | 2,925.8 | 3,527.6 |
Deferred income taxes | 254.9 | 276.2 |
Non-current liabilities held for sale | 0 | 108.3 |
Other non-current liabilities | 554 | 539.2 |
Total non-current liabilities | 3,734.7 | 4,451.3 |
Total liabilities | 5,719.2 | 5,833.3 |
Commitments and contingencies - Refer to Note 16 | ||
Controlling interests: | ||
Preferred shares, $0.0001 par value per share, 10 shares authorized | 0 | 0 |
Ordinary shares, €0.001 par value per share, 10,000 shares authorized | 7,081.7 | 7,118.2 |
Accumulated other comprehensive income | 307.1 | 395 |
Retained earnings (accumulated deficit) | (1,877.7) | (1,858.1) |
Total shareholders’ equity | 5,511.1 | 5,655.1 |
Total liabilities and shareholders' equity | $ 11,230.3 | $ 11,488.4 |
Supplemental Disclosures of Balance Sheet Information | ||
Preferred shares, issued and outstanding (in shares) | 0 | 0 |
Ordinary shares, issued and outstanding (in shares) | 133.6 | 133.1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Millions | Jul. 03, 2021USD ($)$ / sharesshares | Jul. 03, 2021€ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020€ / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for credit losses | $ | $ 7.7 | $ 6.5 | ||
Stockholders' Equity: | ||||
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred shares, authorized (shares) | 10,000,000 | 10,000,000 | ||
Ordinary shares, par value (in EUR per share) | € / shares | € 0.001 | € 0.001 | ||
Ordinary shares, authorized (shares) | 10,000,000,000 | 10,000,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity Statement - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares Issued | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) |
Beginning balance (shares) at Dec. 31, 2019 | 136.1 | |||
Balance, beginning at Dec. 31, 2019 | $ 5,803.8 | $ 7,359.9 | $ 139.4 | $ (1,695.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 106.4 | 106.4 | ||
Other comprehensive loss | (103.5) | (103.5) | ||
Restricted stock plan (shares) | 0.3 | |||
Compensation for stock options | 0.8 | $ 0.8 | ||
Compensation for restricted stock | 15.4 | 15.4 | ||
Cash dividends | (30.9) | $ (30.9) | ||
Shares withheld for payment of employees' withholding tax liability (shares) | (0.1) | |||
Shares withheld for payment of employees' withholding tax liability | (5.6) | $ (5.6) | ||
Ending balance (shares) at Mar. 28, 2020 | 136.3 | |||
Balance, ending at Mar. 28, 2020 | 5,786.4 | $ 7,339.6 | 35.9 | (1,589.1) |
Beginning balance (shares) at Dec. 31, 2019 | 136.1 | |||
Balance, beginning at Dec. 31, 2019 | 5,803.8 | $ 7,359.9 | 139.4 | (1,695.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 167 | |||
Other comprehensive loss | (18.7) | |||
Ending balance (shares) at Jun. 27, 2020 | 136.5 | |||
Balance, ending at Jun. 27, 2020 | 5,910.4 | $ 7,318.2 | 120.7 | (1,528.5) |
Beginning balance (shares) at Mar. 28, 2020 | 136.3 | |||
Balance, beginning at Mar. 28, 2020 | 5,786.4 | $ 7,339.6 | 35.9 | (1,589.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 60.6 | 60.6 | ||
Other comprehensive loss | 84.8 | 84.8 | ||
Restricted stock plan (shares) | 0.3 | |||
Compensation for stock options | 0.4 | $ 0.4 | ||
Compensation for restricted stock | 13.1 | 13.1 | ||
Cash dividends | (31) | $ (31) | ||
Shares withheld for payment of employees' withholding tax liability (shares) | (0.1) | |||
Shares withheld for payment of employees' withholding tax liability | (3.9) | $ (3.9) | ||
Ending balance (shares) at Jun. 27, 2020 | 136.5 | |||
Balance, ending at Jun. 27, 2020 | 5,910.4 | $ 7,318.2 | 120.7 | (1,528.5) |
Beginning balance (shares) at Dec. 31, 2020 | 133.1 | |||
Balance, beginning at Dec. 31, 2020 | 5,655.1 | $ 7,118.2 | 395 | (1,858.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 38.1 | 38.1 | ||
Other comprehensive loss | (118.3) | (118.3) | ||
Restricted stock plan (shares) | 0.6 | |||
Compensation for stock options | 0.4 | $ 0.4 | ||
Compensation for restricted stock | 24.6 | 24.6 | ||
Cash dividends | (32.6) | $ (32.6) | ||
Shares withheld for payment of employees' withholding tax liability (shares) | (0.2) | |||
Shares withheld for payment of employees' withholding tax liability | (9.3) | $ (9.3) | ||
Ending balance (shares) at Apr. 03, 2021 | 133.5 | |||
Balance, ending at Apr. 03, 2021 | 5,558 | $ 7,101.3 | 276.7 | (1,820) |
Beginning balance (shares) at Dec. 31, 2020 | 133.1 | |||
Balance, beginning at Dec. 31, 2020 | 5,655.1 | $ 7,118.2 | 395 | (1,858.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (19.6) | |||
Other comprehensive loss | (87.9) | |||
Ending balance (shares) at Jul. 03, 2021 | 133.6 | |||
Balance, ending at Jul. 03, 2021 | 5,511.1 | $ 7,081.7 | 307.1 | (1,877.7) |
Beginning balance (shares) at Apr. 03, 2021 | 133.5 | |||
Balance, beginning at Apr. 03, 2021 | 5,558 | $ 7,101.3 | 276.7 | (1,820) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (57.7) | (57.7) | ||
Other comprehensive loss | 30.4 | 30.4 | ||
Restricted stock plan (shares) | 0.1 | |||
Compensation for stock options | 0.2 | $ 0.2 | ||
Compensation for restricted stock | 13.9 | 13.9 | ||
Cash dividends | (32.5) | $ (32.5) | ||
Shares withheld for payment of employees' withholding tax liability (shares) | 0 | |||
Shares withheld for payment of employees' withholding tax liability | (1.2) | $ (1.2) | ||
Ending balance (shares) at Jul. 03, 2021 | 133.6 | |||
Balance, ending at Jul. 03, 2021 | $ 5,511.1 | $ 7,081.7 | $ 307.1 | $ (1,877.7) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||
Jul. 03, 2021 | Apr. 03, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends paid (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.23 | $ 0.23 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 03, 2021 | Jun. 27, 2020 | |
Cash Flows From (For) Operating Activities | ||
Net income (loss) | $ (19,600) | $ 167,000 |
Adjustments to derive cash flows: | ||
Depreciation and amortization | 165,300 | 187,800 |
Loss (Gain) on sale of business | 0 | 17,400 |
Share-based compensation | 39,100 | 29,700 |
Impairment charges | 158,600 | 0 |
Change in financial assets | 0 | (3,700) |
Restructuring charges | 10,700 | 1,100 |
Deferred income taxes | (25,400) | 11,700 |
Amortization of debt premium | (1,400) | (1,300) |
Other non-cash adjustments, net | 18,800 | (11,500) |
Subtotal | 346,100 | 398,200 |
Increase (decrease) in cash due to: | ||
Accounts receivable | (108,200) | 227,900 |
Inventories | (106,000) | (38,600) |
Prepaid expenses | 1,800 | (32,400) |
Accounts payable | (22,500) | (21,600) |
Payroll and related taxes | (61,100) | (20,400) |
Accrued customer programs | 4,300 | (31,900) |
Accrued liabilities | (32,100) | (7,900) |
Accrued income taxes | (135,600) | (12,800) |
Other, net | 31,200 | 2,200 |
Subtotal | (428,200) | 64,500 |
Net cash from (for) operating activities | (82,100) | 462,700 |
Cash Flows From (For) Investing Activities | ||
Proceeds from royalty rights | 1,900 | 2,400 |
Purchase of equity method investment | 0 | (15,000) |
Acquisitions of businesses, net of cash acquired | 0 | (106,000) |
Asset acquisitions | (70,600) | (32,800) |
Additions to property, plant and equipment | (68,400) | (60,100) |
Net proceeds from sale of business | 0 | 187,800 |
Other investing, net | 1,300 | 2,000 |
Net cash from (for) investing activities | (135,800) | (21,700) |
Cash Flows From (For) Financing Activities | ||
Issuances of long-term debt | 0 | 743,800 |
Borrowings (repayments) of revolving credit agreements and other financing, net | (5,800) | 1,600 |
Deferred financing fees | 0 | (5,000) |
Cash dividends | (65,100) | (61,900) |
Other financing, net | (13,500) | (11,700) |
Net cash from (for) financing activities | (84,400) | 666,800 |
Effect of exchange rate changes on cash and cash equivalents | (3,200) | (5,800) |
Net increase (decrease) in cash and cash equivalents | (305,500) | 1,102,000 |
Cash and cash equivalents of continuing operations, beginning of period | 631,500 | 344,500 |
Cash and cash equivalents held for sale, beginning of period | 10,000 | 9,800 |
Less cash and cash equivalents held for sale, end of period | (18,500) | (18,700) |
Cash and cash equivalents of continuing operations, end of period | $ 317,500 | $ 1,437,600 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 03, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Information The Company Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries. Our vision is to make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold . We are a leading provider of over-the-counter ("OTC") health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation of the unaudited Condensed Consolidated Financial Statements have been included and include our accounts and the accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business ("RX business") to Altaris Capital Partners, LLC ("Altaris"). On July 6, 2021, we completed the sale of the RX business. The financial results of our RX business, which were previously reported in our Prescription Pharmaceuticals ("RX") segment, have been classified as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. The assets and liabilities of our RX business are reflected as assets and liabilities held for sale in the Condensed Consolidated Balance Sheets for all periods presented. Refer to Note 8 for additional information regarding discontinued operations. Unless otherwise noted, amounts and disclosures throughout the Notes to the unaudited Condensed Consolidated Financial Statements relate to our continuing operations. Segment Reporting Our reporting and operating segments are as follows: • Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business (OTC, infant formula, and oral self-care categories, and contract manufacturing) in the U.S., Mexico and Canada. • Consumer Self-Care International ("CSCI") comprises our consumer self-care business primarily branded in Europe and Australia, our store brand business in the United Kingdom and parts of Europe and Asia, and our liquid licensed products business in the United Kingdom until it was disposed on June 19, 2020. Allowance for Credit Losses Expected credit losses on trade receivables and contract assets are measured collectively by geographic location. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and for reasonable and supportable forecasts. Historical credit loss experience provides the primary basis for estimation of expected credit losses. Adjustments to historical loss information may be made for significant changes in a geographic location’s economic conditions. Receivables that do not share risk characteristics are evaluated on an individual basis. These receivables are not included in the collective evaluation. The allowance for credit losses is a valuation account that is deducted from the instruments’ cost basis to present the net amount expected to be collected. Trade receivables and contract assets are charged off against the allowance when the balance is no longer deemed collectible. The following table presents the allowance for credit losses activity (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Beginning balance $ 9.1 $ 6.2 $ 6.5 $ 6.0 Provision for credit losses, net 0.4 0.1 3.7 0.7 Receivables written-off (0.6) (0.9) (0.9) (1.1) Recoveries collected — — — — Transfer to held for sale (1.4) — (1.4) — Currency translation adjustment 0.2 0.1 (0.2) (0.1) Ending balance $ 7.7 $ 5.5 $ 7.7 $ 5.5 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jul. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION Revenue is recognized when or as a customer obtains control of promised products. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these products. Disaggregation of Revenue We generated net sales in the following geographic locations (1) (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, U.S. $ 590.3 $ 604.0 $ 1,201.6 $ 1,274.6 Europe (2) 348.1 311.8 704.1 684.4 All other countries (3) 42.7 33.0 85.4 73.0 Total net sales $ 981.1 $ 948.8 $ 1,991.1 $ 2,032.0 (1) Derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $5.3 million and $9.8 million for the three and six months ended July 3, 2021 respectively, and $7.8 million and $11.5 million for the three and six months ended June 27, 2020, respectively. (3) Includes net sales generated primarily in Mexico, Australia and Canada. Product Category The following is a summary of our net sales by category (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, CSCA (1) Upper respiratory $ 102.4 $ 116.7 $ 216.4 $ 271.3 Digestive health 110.4 112.1 223.9 219.0 Nutrition 95.6 88.6 187.6 190.8 Pain and sleep-aids 87.1 97.7 179.5 218.1 Oral self-care 74.5 63.2 148.2 118.5 Healthy lifestyle 63.6 81.5 139.1 167.3 Skincare and personal hygiene 52.9 42.9 106.2 89.6 Vitamins, minerals, and supplements 8.4 6.4 16.2 12.8 Other CSCA (2) 27.4 18.6 45.7 40.8 Total CSCA 622.3 627.7 1,262.8 1,328.2 CSCI Skincare and personal hygiene 112.4 97.6 219.4 192.3 Vitamins, minerals, and supplements 49.1 38.5 108.1 87.0 Healthy lifestyle 48.0 40.5 98.3 84.1 Pain and sleep-aids 47.3 40.2 96.3 87.0 Upper respiratory 42.6 45.5 85.5 129.6 Oral self-care 22.5 20.4 48.0 43.6 Digestive health 9.7 5.1 18.2 11.1 Other CSCI (3) 27.2 33.3 54.5 69.1 Total CSCI 358.8 321.1 728.3 703.8 Total net sales $ 981.1 $ 948.8 $ 1,991.1 $ 2,032.0 (1) Includes net sales from our OTC contract manufacturing business. (2) Consists primarily of diagnostic and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. (3) Consists primarily of our distribution business and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. While the majority of revenue is recognized at a point in time, certain of our product revenue is recognized on an over time basis. Predominately, over time customer contracts exist in contract manufacturing arrangements, which occur in both the CSCA and CSCI segments. Contract manufacturing revenue was $69.8 million and $132.9 million for the three and six months ended July 3, 2021, respectively and $64.5 million and $113.7 million for the three and six months ended June 27, 2020, respectively. We also recognize a portion of the store brand OTC product revenues in the CSCA segment on an over time basis; however, the timing difference between over time and point in time revenue recognition for store brand contracts is not significant due to the short time period between the customization of the product and shipment or delivery. Contract Balances The following table provides information about contract assets from contracts with customers (in millions): Balance Sheet Location July 3, December 31, Short-term contract assets Prepaid expenses and other current assets $ 22.4 $ 19.7 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jul. 03, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Acquisitions Accounted for as a Business Combination During the Year Ended December 31, 2020 Eastern European OTC Dermatological Brands Acquisition On October 30, 2020, we acquired three Eastern European OTC dermatological brands ("Eastern European Brands"), skincare brands Emolium ® and Iwostin ® and hair loss treatment brand Loxon ® , from Sanofi. The transaction closed for €53.3 million ($62.3 million). We capitalized $52.5 million as brand-named intangible assets and allocated the remainder of the purchase price to goodwill, inventory, customer relationships and deferred tax assets. The addition of these market-leading OTC brands complements our already robust skincare portfolio and adds scale to our Eastern European business. The acquisition also serves as another step for Perrigo’s CSCI growth plans and provides new opportunities for self-care revenue synergy in the European markets. The operating results of the brands are reported within our CSCI segment. The acquisition of the Eastern European Brands was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. The goodwill arising from the acquisition consists largely of the assembled workforce, and the cost and revenue synergies expected from integrating the business into the CSCI segment. The goodwill was allocated to our CSCI segment, none of which is deductible for income tax purposes. The definite-lived intangible assets acquired consisted of brands and customer relationships which are being amortized over a weighted average useful life of approximately 18.8 years. Both the brands and customer relationships were valued using the multi-period excess earnings method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates. The opening balance sheet is final. Oral Care Assets of High Ridge Brands On April 1, 2020, we acquired the oral care assets of High Ridge Brands ("Dr. Fresh") for total purchase consideration of $113.0 million, subject to customary adjustments, including a working capital settlement. After such adjustments as of December 31, 2020, total cash consideration paid was $106.2 million net of $2.0 million that we allocated as prepayment of contract consideration for transitional services to be received related to the transaction. This acquisition includes the children’s oral care value brand, Firefly ® , in addition to the REACH ® and Dr. Fresh ® brands, and a licensing portfolio. The U.S. operations, which represent a significant portion of the business, are reported in our CSCA segment and the non-U.S. operations are reported in our CSCI segment. The following table summarizes the consideration paid for Dr. Fresh and the amounts of the assets acquired and liabilities assumed (in millions): Oral Care Assets of High Ridge Brands (Dr. Fresh) Purchase price paid $ 106.2 Assets acquired: Accounts receivable 13.1 Inventories 22.2 Prepaid expenses and other current assets 0.4 Property, plant and equipment, net 0.7 Operating lease assets 2.6 Goodwill 17.2 Distribution and license agreements and supply agreements $ 2.2 Developed product technology, formulations, and product rights 0.1 Customer relationships and distribution networks 20.6 Trademarks, trade names, and brands 43.2 Total intangible assets $ 66.1 Total assets $ 122.3 Liabilities assumed: Accounts payable $ 6.1 Other accrued liabilities 3.8 Payroll and related taxes 0.7 Accrued customer programs 3.0 Other non-current liabilities 2.5 Total liabilities $ 16.1 Net assets acquired $ 106.2 The goodwill of $17.2 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from combining the operations of Dr. Fresh into Perrigo. The goodwill is attributable to our CSCA segment and is tax deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, license agreements, and customer relationships, which are being amortized over a weighted average useful life of approximately 17.8 years . Customer relationships were valued using the multi-period excess earnings method. Trademarks and trade names and developed technology were valued using the relief from royalty method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates. The opening balance sheet is final. Pro Forma Impact of Business Combinations The following table presents unaudited pro forma information as if the acquisitions of Dr. Fresh and the Eastern European Brands occurred on January 1, 2019, and had been combined with the results reported in our Condensed Consolidated Statements of Operations for all periods presented (in millions): Three Months Ended Six Months Ended (Unaudited) June 27, June 27, Net sales $ 955.0 $ 2,074.1 Income from continuing operations $ 17.6 $ 80.2 The unaudited pro forma information is presented for information purposes only and is not indicative of the results that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets, depreciation of property, plant and equipment that have been revalued, certain acquisition-related charges, and related tax effects. Acquisitions During the Six Months Ended June 27, 2020 Dexsil ® On February 13, 2020, we acquired Dexsil ® , a silicon supplement brand, from RXW Group Nv, for total cash consideration paid of approximately $8.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized the consideration paid as a brand-named intangible asset. We began amortizing the brand intangible over a 25-year useful life. Operating results attributable to the product are included within our CSCI segment. Steripod ® On January 3, 2020, we acquired Steripod ® , a leading toothbrush accessory brand and innovator in the toothbrush protector market, from Bonfit America Inc. Total consideration paid was $26.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized $25.1 million as a brand-named intangible asset. The remainder of the purchase price was allocated to working capital. We began amortizing the brand intangible asset over a 25-year useful life. Operating results attributable to Steripod ® are included within our CSCA segment. Divestitures During the Six Months Ended June 27, 2020 Rosemont Pharmaceuticals Business On June 19, 2020, we completed the sale of our U.K.-based Rosemont Pharmaceuticals business, a generic prescription pharmaceuticals manufacturer focused on liquid medicines, to a U.K.-headquartered private equity firm for cash consideration of £155.6 million (approximately $195.0 million). The sale resulted in a pre-tax loss of $17.4 million during the three and six months ended June 27, 2020, $1.3 million during the three months ended September 26, 2020 and $2.4 million during the three months ended December 31, 2020. These losses were recorded in our CSCI segment in Other (income) expense, net on the Consolidated Statements of Operations. These losses included professional fees and a $46.4 million write-off of foreign currency translation adjustment from Accumulated other comprehensive income. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions): December 31, Purchase accounting adjustments Impairments Currency translation adjustments July 3, CSCA (1) $ 1,905.0 $ 2.4 $ (6.1) $ (0.1) $ 1,901.2 CSCI (2) 1,190.7 (2.4) — (32.7) 1,155.6 Total goodwill $ 3,095.7 $ — $ (6.1) $ (32.8) $ 3,056.8 (1) We had no accumulated goodwill impairments as of December 31, 2020 and $6.1 million as of July 3, 2021. (2) We had accumulated goodwill impairments of $868.4 million as of December 31, 2020 and July 3, 2021. CSCA Reporting Unit Goodwill On May 18, 2021, we announced a definitive agreement to sell our Mexico and Brazil-based OTC businesses ("Latin American businesses"), both within our CSCA segment, to Advent International. As a result, we prepared a goodwill impairment test. We determined the carrying value of this business exceeded the fair value and recorded an impairment of $6.1 million within our CSCA segment during the three months ended July 3, 2021 (refer to N ote 6 and Note 9 ). Intangible Assets Intangible assets and related accumulated amortization consisted of the following (in millions): July 3, 2021 December 31, 2020 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: Trademarks, trade names, and brands $ 3.6 $ — $ 4.3 $ — In-process research and development 2.7 — 2.7 — Total indefinite-lived intangibles $ 6.3 $ — $ 7.0 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 69.4 $ 51.7 $ 74.8 $ 55.4 Developed product technology, formulations, and product rights 302.0 184.5 303.3 177.3 Customer relationships and distribution networks 1,877.9 863.7 1,920.5 823.7 Trademarks, trade names, and brands 1,534.0 369.6 1,581.5 342.2 Non-compete agreements 2.1 2.1 2.9 2.9 Total definite-lived intangibles $ 3,785.4 $ 1,471.6 $ 3,883.0 $ 1,401.5 Total intangible assets $ 3,791.7 $ 1,471.6 $ 3,890.0 $ 1,401.5 We recorded amortization expense of $53.4 million and $106.6 million for the three and six months ended July 3, 2021, respectively, and $51.6 million and $104.2 million for the three and six months ended June 27, 2020, respectively. |
Inventories
Inventories | 6 Months Ended |
Jul. 03, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Major components of inventory were as follows (in millions): July 3, December 31, Finished goods $ 607.5 $ 574.1 Work in process 241.0 220.4 Raw materials 267.4 264.9 Total inventories $ 1,115.9 $ 1,059.4 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The table below summarizes the valuation of our financial instruments carried at fair value by the applicable pricing categories (in millions): July 3, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Measured at fair value on a recurring basis: Assets: Investment securities $ 1.6 $ — $ — $ 2.5 $ — $ — Foreign currency forward contracts — 5.7 — — 9.8 — Cross-currency swap — 4.2 — — 6.3 — Total assets $ 1.6 $ 9.9 $ — $ 2.5 $ 16.1 $ — Liabilities: Foreign currency forward contracts $ — $ 2.7 $ — $ — $ 7.9 $ — Total liabilities $ — $ 2.7 $ — $ — $ 7.9 $ — Measured at fair value on a non-recurring basis: Assets: Assets held for sale, net (1) $ — $ — $ 1,621.0 $ — $ — $ — Total assets $ — $ — $ 1,621.0 $ — $ — $ — (1) We measured the assets held for sale for impairment purposes and recorded a total impairment of $158.6 million (refer to Note 9 ). There were no transfers within Level 3 fair value measurements during the three and six months ended July 3, 2021 or the year ended December 31, 2020. Royalty Pharma Contingent Milestone Receipts During the year ended December 31, 2020, Royalty Pharma payments from Biogen for Tysabri ® sales, as defined in the agreement between the parties, did not exceed the 2020 global net sales threshold. Therefore, we were not entitled to receive the remaining contingent milestone payment. As of December 31, 2020, there were no contingent milestone payments outstanding. The table below summarizes the change in fair value of the Royalty Pharma contingent milestone (in millions): Three Months Ended Six Months Ended June 27, June 27, Beginning balance $ 96.9 $ 95.3 Change in fair value 2.1 3.7 Ending balance $ 99.0 $ 99.0 We valued our contingent milestone payment from Royalty Pharma using a modified Black-Scholes Option Pricing Model ("BSOPM"). Key inputs in the BSOPM are the estimated volatility and rate of return of royalties on global net sales of Tysabri ® that are received by Royalty Pharma until the contingent milestones are resolved. As of June 27, 2020, volatility and the estimated fair value of the milestones had a positive relationship such that higher volatility translates to a higher estimated fair value of the contingent milestone payments. Rate of return and the estimated fair value of the milestones had an inverse relationship, such that a lower rate of return correlates with a higher estimated fair value of the contingent milestone payments. We assessed volatility and rate of return inputs quarterly by analyzing certain market volatility benchmarks and the risk associated with Royalty Pharma achieving the underlying projected royalties. The table below represents the volatility and rate of return: Three Months Ended June 27, Volatility 37.5 % Rate of return 6.91 % During the three and six months ended June 27, 2020, the fair value of the Royalty Pharma contingent milestone payment related to 2020 increased by $2.1 million and $3.7 million,respectively, to $99.0 million, driven by higher volatility, higher projected global net sales of Tysabri ® compared to the estimates in the prior period, and the estimated probability of achieving the earn-out. As of December 31, 2020, there were no contingent milestone payments outstanding and, accordingly, no asset recorded in the Condensed Consolidated Balance Sheet. Non-recurring Fair Value Measurements The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period. Goodwill During the three months ended July 3, 2021, as a result of our definitive agreement to sell our Latin American businesses, we prepared a goodwill impairment test. We determined the carrying value of this business exceeded the fair value and recorded an impairment in the CSCA segment (refer to Note 4 ). Assets held for sale, net During the three months ended July 3, 2021, as a result of our definitive agreement to sell our Latin American businesses, we prepared an impairment test on the net assets held for sale related to this business. We determined the carrying value of the net assets held for sale exceed the fair value less cost to sell and recorded an impairment in the CSCA segment (refer to Note 9 ). Fixed Rate Long-term Debt Our fixed rate long-term debt consisted of the following (in millions): July 3, December 31, Level 1 Level 2 Level 1 Level 2 Public Bonds Carrying Value (excluding discount) $ 2,760.0 $ — $ 2,760.0 $ — Fair value $ 2,946.3 $ — $ 3,031.1 $ — Private placement note Carrying value (excluding premium) $ — $ 160.2 $ — $ 164.9 Fair value $ — $ 172.0 $ — $ 177.5 The fair values of our public bonds for all periods were based on quoted market prices. The fair values of our private placement note for all periods were based on interest rates offered for borrowings of a similar nature and remaining maturities. |
Investments
Investments | 6 Months Ended |
Jul. 03, 2021 | |
Investments [Abstract] | |
Investments | INVESTMENTS The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions): Measurement Category Balance Sheet Location July 3, December 31, Fair value method Prepaid expenses and other current assets $ 1.6 $ 2.5 Fair value method (1) Other non-current assets $ 1.7 $ 1.9 Equity method Other non-current assets $ 69.1 $ 69.8 (1) Measured at fair value using the Net Asset Value practical expedient. The following table summarizes the expense (income) recognized in earnings of our equity securities (in millions): Three Months Ended Six Months Ended Measurement Category Income Statement Location July 3, June 27, July 3, June 27, Fair value method Other (income) expense, net $ 0.9 $ (0.4) $ 0.9 $ 2.5 Equity method Other (income) expense, net $ — $ (0.8) $ 0.7 $ (1.5) |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jul. 03, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Our discontinued operations primarily consist of our RX segment, which held our prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “RX business”). On March 1, 2021, we announced a definitive agreement to sell our RX business to Altaris. On July 6, 2021, we completed the sale of the RX business for aggregate consideration of $1.55 billion, subject to customary adjustments for cash, debt, working capital and certain transaction expenses. The consideration includes approximately $53.0 million of reimbursements which Altaris will be required to deliver in cash to Perrigo pursuant to the terms of the Agreement. As of March 1, 2021, we determined that the RX business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results have been reflected in our consolidated financial statements as a discontinued operation and its assets and liabilities have been classified as held for sale. We ceased recording depreciation and amortization on the RX business assets from March 1, 2021. We have not allocated any general corporate overhead to the discontinued operation. Under the terms of the agreement, we will provide transition services for up to 24 months after the close of the transaction and also enter into a reciprocal supply agreement pursuant to which Perrigo will supply certain products to the RX business and the RX business will supply certain products to Perrigo. The supply agreements have a term of four years, extendable up to seven years by the party who is the purchaser of the products under such agreement. We will also extend distribution rights to the RX business for certain OTC products owned and manufactured by Perrigo that may be fulfilled through pharmacy channels, in return for a share of the net profits. The agreement provides that Perrigo will retain certain pre-closing liabilities arising out of antitrust (refer to Note 16 - Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, the buyer's obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on the buyer's obligation of $50.0 million. Income from discontinued operations, net of tax was as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Net sales $ 204.5 $ 270.4 $ 404.5 $ 528.1 Cost of sales 119.9 180.6 258.2 346.4 Gross profit 84.6 89.8 146.3 181.7 Operating expenses Distribution 2.8 3.8 6.1 7.8 Research and development 17.3 16.4 30.6 30.1 Selling 8.8 7.4 16.2 14.7 Administration 12.4 8.1 30.6 14.5 Restructuring — 0.4 — 0.4 Other operating expense (income) 0.5 (0.9) (0.4) 0.2 Total operating expenses 41.8 35.2 83.1 67.7 Operating income (loss) $ 42.8 $ 54.6 63.2 114.0 Interest expense, net 0.2 1.1 0.8 2.5 Other (income) expense, net (0.2) (2.9) (1.7) (2.1) Income before income taxes 42.8 56.4 64.1 113.6 Income tax expense (benefit) (11.4) 8.2 (25.4) 16.7 Income from discontinued operations, net of tax $ 54.2 $ 48.2 $ 89.5 $ 96.9 During the three and six months ended July 3, 2021, we incurred $2.4 million and $11.7 million, respectively, of separation costs related to the sale of the RX business, which are recorded in administration expenses. Select cash flow information related to discontinued operations was as follows (in millions): Six Months Ended July 3, June 27, Cash flows from discontinued operations operating activities: Depreciation and amortization $ 15.3 $ 48.2 Cash flows from discontinued operations investing activities: Asset acquisitions $ (69.7) $ (0.1) Additions to property, plant and equipment $ (6.1) $ (5.6) Asset acquisitions related to discontinued operations consisted of two ANDAs purchased under a contractual arrangement entered into on May 15, 2015 with a third party that specializes in research and development and obtaining approval for various drug candidates to develop specific products. On December 31, 2020, we purchased an ANDA for a generic topical gel for $16.4 million, which was subsequently paid during the three months ended April 3, 2021 and on March 8, 2021, we purchased an ANDA for a generic topical lotion for $53.3 million. The generic topical lotion acquisition was assumed by Altaris in connection with the sale of the RX business. The assets and liabilities classified as held for sale related to discontinued operations were as follows (in millions): July 3, December 31, Cash and cash equivalents $ 9.3 $ 10.0 Accounts receivable, net of allowance for credit losses of $1.0 and $1.1, respectively 496.4 460.7 Inventories 143.4 140.8 Prepaid expenses and other current assets 21.4 55.4 Current assets held for sale* 666.9 Property, plant and equipment, net 133.3 131.4 Operating lease assets 30.0 31.3 Goodwill and indefinite-lived intangible assets 680.0 681.2 Definite-lived intangible assets, net 532.9 492.8 Deferred income taxes 4.2 3.6 Other non-current assets 22.6 23.7 Non-current assets held for sale* 1,364.0 Total assets held for sale $ 2,073.5 $ 2,030.9 Accounts payable $ 91.6 $ 92.2 Payroll and related taxes 14.1 22.3 Accrued customer programs 235.6 237.4 Other accrued liabilities 27.4 67.2 Accrued income taxes 0.1 — Current indebtedness 0.5 0.5 Current liabilities held for sale* 419.6 Long-term debt, less current portion 0.4 0.7 Deferred income taxes 3.2 3.1 Other non-current liabilities 64.6 104.5 Non-current liabilities held for sale* 108.3 Total liabilities held for sale $ 437.5 $ 527.9 *The non-current assets and liabilities of the RX business have been reclassified to current assets and liabilities held for sale, respectively, and the sale was completed on July 6, 2021. We classify assets as "held for sale" when, among other factors, management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value and the fair market value, less costs to sell. During the three months ended July 3, 2021, management committed to a plan to sell our Latin American businesses; as a result, such assets were classified as held for sale. The assets associated with this business were reported within our CSCA segment. The sale is expected to close in the second half of 2021. At July 3, 2021, we determined the carrying value of the net assets held for sale of this business exceeded their fair value less cost to sell, resulting in an impairment charge of $152.5 million. We also recorded a goodwill impairment charge of $6.1 million within our CSCA segment, related to the Latin American businesses (refer to Note 4 ), resulting in a total impairment charge of $158.6 million. In addition to the assets and liabilities held for sale related to discontinued operations (refer to Note 8 ), the assets and liabilities held for sale related to the Latin American businesses were reported within Current assets held for sale and Current liabilities held for sale on the Condensed Consolidated Balance Sheets. Net of impairment |
Discontinued Operations and Dis
Discontinued Operations and Disposal Groups | 6 Months Ended |
Jul. 03, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | DISCONTINUED OPERATIONS Our discontinued operations primarily consist of our RX segment, which held our prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “RX business”). On March 1, 2021, we announced a definitive agreement to sell our RX business to Altaris. On July 6, 2021, we completed the sale of the RX business for aggregate consideration of $1.55 billion, subject to customary adjustments for cash, debt, working capital and certain transaction expenses. The consideration includes approximately $53.0 million of reimbursements which Altaris will be required to deliver in cash to Perrigo pursuant to the terms of the Agreement. As of March 1, 2021, we determined that the RX business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results have been reflected in our consolidated financial statements as a discontinued operation and its assets and liabilities have been classified as held for sale. We ceased recording depreciation and amortization on the RX business assets from March 1, 2021. We have not allocated any general corporate overhead to the discontinued operation. Under the terms of the agreement, we will provide transition services for up to 24 months after the close of the transaction and also enter into a reciprocal supply agreement pursuant to which Perrigo will supply certain products to the RX business and the RX business will supply certain products to Perrigo. The supply agreements have a term of four years, extendable up to seven years by the party who is the purchaser of the products under such agreement. We will also extend distribution rights to the RX business for certain OTC products owned and manufactured by Perrigo that may be fulfilled through pharmacy channels, in return for a share of the net profits. The agreement provides that Perrigo will retain certain pre-closing liabilities arising out of antitrust (refer to Note 16 - Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, the buyer's obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on the buyer's obligation of $50.0 million. Income from discontinued operations, net of tax was as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Net sales $ 204.5 $ 270.4 $ 404.5 $ 528.1 Cost of sales 119.9 180.6 258.2 346.4 Gross profit 84.6 89.8 146.3 181.7 Operating expenses Distribution 2.8 3.8 6.1 7.8 Research and development 17.3 16.4 30.6 30.1 Selling 8.8 7.4 16.2 14.7 Administration 12.4 8.1 30.6 14.5 Restructuring — 0.4 — 0.4 Other operating expense (income) 0.5 (0.9) (0.4) 0.2 Total operating expenses 41.8 35.2 83.1 67.7 Operating income (loss) $ 42.8 $ 54.6 63.2 114.0 Interest expense, net 0.2 1.1 0.8 2.5 Other (income) expense, net (0.2) (2.9) (1.7) (2.1) Income before income taxes 42.8 56.4 64.1 113.6 Income tax expense (benefit) (11.4) 8.2 (25.4) 16.7 Income from discontinued operations, net of tax $ 54.2 $ 48.2 $ 89.5 $ 96.9 During the three and six months ended July 3, 2021, we incurred $2.4 million and $11.7 million, respectively, of separation costs related to the sale of the RX business, which are recorded in administration expenses. Select cash flow information related to discontinued operations was as follows (in millions): Six Months Ended July 3, June 27, Cash flows from discontinued operations operating activities: Depreciation and amortization $ 15.3 $ 48.2 Cash flows from discontinued operations investing activities: Asset acquisitions $ (69.7) $ (0.1) Additions to property, plant and equipment $ (6.1) $ (5.6) Asset acquisitions related to discontinued operations consisted of two ANDAs purchased under a contractual arrangement entered into on May 15, 2015 with a third party that specializes in research and development and obtaining approval for various drug candidates to develop specific products. On December 31, 2020, we purchased an ANDA for a generic topical gel for $16.4 million, which was subsequently paid during the three months ended April 3, 2021 and on March 8, 2021, we purchased an ANDA for a generic topical lotion for $53.3 million. The generic topical lotion acquisition was assumed by Altaris in connection with the sale of the RX business. The assets and liabilities classified as held for sale related to discontinued operations were as follows (in millions): July 3, December 31, Cash and cash equivalents $ 9.3 $ 10.0 Accounts receivable, net of allowance for credit losses of $1.0 and $1.1, respectively 496.4 460.7 Inventories 143.4 140.8 Prepaid expenses and other current assets 21.4 55.4 Current assets held for sale* 666.9 Property, plant and equipment, net 133.3 131.4 Operating lease assets 30.0 31.3 Goodwill and indefinite-lived intangible assets 680.0 681.2 Definite-lived intangible assets, net 532.9 492.8 Deferred income taxes 4.2 3.6 Other non-current assets 22.6 23.7 Non-current assets held for sale* 1,364.0 Total assets held for sale $ 2,073.5 $ 2,030.9 Accounts payable $ 91.6 $ 92.2 Payroll and related taxes 14.1 22.3 Accrued customer programs 235.6 237.4 Other accrued liabilities 27.4 67.2 Accrued income taxes 0.1 — Current indebtedness 0.5 0.5 Current liabilities held for sale* 419.6 Long-term debt, less current portion 0.4 0.7 Deferred income taxes 3.2 3.1 Other non-current liabilities 64.6 104.5 Non-current liabilities held for sale* 108.3 Total liabilities held for sale $ 437.5 $ 527.9 *The non-current assets and liabilities of the RX business have been reclassified to current assets and liabilities held for sale, respectively, and the sale was completed on July 6, 2021. We classify assets as "held for sale" when, among other factors, management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value and the fair market value, less costs to sell. During the three months ended July 3, 2021, management committed to a plan to sell our Latin American businesses; as a result, such assets were classified as held for sale. The assets associated with this business were reported within our CSCA segment. The sale is expected to close in the second half of 2021. At July 3, 2021, we determined the carrying value of the net assets held for sale of this business exceeded their fair value less cost to sell, resulting in an impairment charge of $152.5 million. We also recorded a goodwill impairment charge of $6.1 million within our CSCA segment, related to the Latin American businesses (refer to Note 4 ), resulting in a total impairment charge of $158.6 million. In addition to the assets and liabilities held for sale related to discontinued operations (refer to Note 8 ), the assets and liabilities held for sale related to the Latin American businesses were reported within Current assets held for sale and Current liabilities held for sale on the Condensed Consolidated Balance Sheets. Net of impairment |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jul. 03, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Cross Currency Swaps On August 15, 2019, we entered into a cross-currency swap designated as a net investment hedge to hedge the EUR currency exposure of our net investment in European operations. This agreement is a contract to exchange floating-rate Euro payments for floating-rate U.S. dollar payments through August 15, 2022. The payments are based on a notional basis of €450.0 million ($498.0 million) and settle quarterly. Interest Rate Swaps There were no active designated or non-designated interest rate swaps as of July 3, 2021 or December 31, 2020. Foreign Currency Forwards Foreign currency forward contracts were as follows (in millions): Notional Amount July 3, December 31, European Euro (EUR) $ 209.3 $ 312.6 British Pound (GBP) 104.4 92.3 Israeli Shekel (ILS) 71.6 94.4 Danish Krone (DKK) 44.7 65.2 Swedish Krona (SEK) 42.2 41.2 Chinese Yuan (CNY) 41.5 49.1 United States Dollar (USD) 26.3 101.5 Canadian Dollar (CAD) 23.3 36.8 Polish Zloty (PLZ) 22.2 21.8 Norwegian Krone (NOK) 10.5 7.8 Romanian New Leu (RON) 5.7 3.6 Switzerland Franc (CHF) 5.1 8.2 Australian Dollar (AUD) 5.0 11.3 Turkish Lira (TRY) 4.3 4.0 Mexican Peso (MPX) 1.0 15.6 Other 2.6 2.3 Total $ 619.7 $ 867.7 The maximum term of our forward currency exchange contracts is 60 months. Effects of Derivatives on the Financial Statements The below tables indicate the effects of all derivative instruments on the Condensed Consolidated Financial Statements. All amounts exclude income tax effects. The balance sheet location and gross fair value of our outstanding derivative instruments were as follows (in millions): Asset Derivatives Fair Value Balance Sheet Location July 3, December 31, Designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 5.1 $ 5.0 Foreign currency forward contracts Other non-current assets 0.3 0.5 Cross-currency swap Other non-current assets 4.2 6.3 Total designated derivatives $ 9.6 $ 11.8 Non-designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 0.3 $ 4.3 Liability Derivatives Fair Value Balance Sheet Location July 3, December 31, Designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 0.9 $ 5.5 Non-designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 1.8 $ 2.4 The following tables summarize the effect of derivative instruments designated as hedging instruments in Accumulated Other Comprehensive Income ("AOCI") (in millions): Three Months Ended July 3, 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 1.1 Net sales (1.0) Net sales — Cost of sales 0.9 Cost of sales 0.4 Other (income) expense, net 0.4 $ 1.1 $ (0.5) $ 0.8 Net investment hedges: Cross-currency swap $ (1.5) Interest expense, net $ (1.1) Six Months Ended July 3, 2021 Instrument Amount of Gain/(Loss) Recorded in OCI (1) 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 (0.9) Interest expense, net — Foreign currency forward contracts (1.2) Net sales (1.9) Net sales — Cost of sales 2.8 Cost of sales 0.5 Other (income) expense, net 0.4 $ (1.2) $ — $ 0.9 Net investment hedges: Cross-currency swap $ (2.0) Interest expense, net $ (2.2) (1) Net loss of $8.9 million is expected to be reclassified out of AOCI into earnings during the next 12 months. Three Months Ended June 27, 2020 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 $ (0.5) Interest expense, net $ — Foreign currency forward contracts 0.5 Net sales 0.3 Net sales — Cost of sales 0.1 Cost of sales 0.3 $ 0.5 $ (0.1) $ 0.3 Net investment hedges: Cross-currency swap $ (3.3) Interest expense, net $ 1.8 Six Months Ended June 27, 2020 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 $ (0.9) Interest expense, net $ — Foreign currency forward contracts 9.8 Net sales (0.1) Net sales — Cost of sales (1.0) Cost of sales 0.7 $ 9.8 $ (2.0) $ 0.7 Net investment hedges: Cross-currency swap $ (18.3) Interest expense, net $ 4.6 The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Condensed Consolidated Statements of Operations were as follows (in millions): Three Months Ended Six Months Ended Non-Designated Derivatives Income Statement July 3, June 27, July 3, June 27, Foreign currency forward contracts Other (income) expense, net $ (3.1) $ (7.0) $ (5.9) $ (0.2) Interest expense, net 0.4 1.1 0.9 1.4 $ (2.7) $ (5.9) $ (5.0) $ 1.2 The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions): Three Months Ended July 3, 2021 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 981.1 $ 632.1 $ 31.6 $ (0.4) The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (1.0) $ 0.9 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.4 $ — $ 0.4 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.4) $ — Six Months Ended July 3, 2021 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 1,991.1 $ 1,273.7 $ 63.6 $ 1.9 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (1.9) $ 2.8 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.5 $ — $ 0.4 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.9) $ — Three Months Ended June 27, 2020 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 948.8 $ 601.6 $ 32.2 $ 17.1 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.3 $ 0.1 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.3 $ — $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.5) $ — Six Months Ended June 27, 2020 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 2,032.0 $ 1,291.1 $ 61.1 $ 18.8 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (0.1) $ (1.0) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.7 $ — $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.9) $ — |
Leases
Leases | 6 Months Ended |
Jul. 03, 2021 | |
Leases [Abstract] | |
Leases | LEASES The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location July 3, December 31, Operating Operating lease assets $ 171.3 $ 154.7 Finance Other non-current assets 31.0 29.8 Total $ 202.3 $ 184.5 Liabilities Balance Sheet Location July 3, December 31, Current Operating Other accrued liabilities $ 27.9 $ 28.3 Finance Current indebtedness 5.2 6.7 Non-Current Operating Other non-current liabilities 149.6 132.5 Finance Long-term debt, less current portion 23.3 20.2 Total $ 206.0 $ 187.7 The below table shows our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing July 3, December 31, July 3, December 31, CSCA $ 98.1 $ 75.9 $ 16.1 $ 16.7 CSCI 32.3 34.4 8.6 5.9 Unallocated 40.9 44.4 6.3 7.2 Total $ 171.3 $ 154.7 $ 31.0 $ 29.8 Liabilities Operating Financing July 3, December 31, July 3, December 31, CSCA $ 98.2 $ 75.8 $ 16.6 $ 17.0 CSCI 33.7 35.2 5.4 2.5 Unallocated 45.6 49.8 6.5 7.4 Total $ 177.5 $ 160.8 $ 28.5 $ 26.9 Lease expense was as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Operating leases (1) $ 9.8 $ 8.5 $ 19.7 $ 18.1 Finance leases Amortization $ 1.5 $ 1.0 $ 3.0 $ 2.0 Interest 0.2 0.2 0.4 0.4 Total finance leases $ 1.7 $ 1.2 $ 3.4 $ 2.4 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of July 3, 2021 are as follows (in millions): Operating Leases Finance Leases Total 2021 $ 16.5 $ 3.0 $ 19.5 2022 28.0 5.5 33.5 2023 20.7 3.9 24.6 2024 17.6 2.4 20.0 2025 15.7 2.2 17.9 After 2025 106.9 15.9 122.8 Total lease payments 205.4 32.9 238.3 Less: Interest 27.9 4.4 32.3 Present value of lease liabilities $ 177.5 $ 28.5 $ 206.0 Our weighted average lease terms and discount rates are as follows: July 3, June 27, Weighted-average remaining lease term (in years) Operating leases 11.59 6.31 Finance leases 9.24 9.89 Weighted-average discount rate Operating leases 2.71 % 3.73 % Finance leases 2.76 % 3.39 % Our lease cash flow classifications are as follows (in millions): Six Months Ended July 3, June 27, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 18.2 $ 17.3 Operating cash flows for finance leases $ 0.4 $ 0.4 Financing cash flows for finance leases $ 2.6 $ 1.9 Leased assets obtained in exchange for new finance lease liabilities $ 4.4 $ 2.2 Leased assets obtained in exchange for new operating lease liabilities $ 34.9 $ 22.3 |
Leases | LEASES The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location July 3, December 31, Operating Operating lease assets $ 171.3 $ 154.7 Finance Other non-current assets 31.0 29.8 Total $ 202.3 $ 184.5 Liabilities Balance Sheet Location July 3, December 31, Current Operating Other accrued liabilities $ 27.9 $ 28.3 Finance Current indebtedness 5.2 6.7 Non-Current Operating Other non-current liabilities 149.6 132.5 Finance Long-term debt, less current portion 23.3 20.2 Total $ 206.0 $ 187.7 The below table shows our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing July 3, December 31, July 3, December 31, CSCA $ 98.1 $ 75.9 $ 16.1 $ 16.7 CSCI 32.3 34.4 8.6 5.9 Unallocated 40.9 44.4 6.3 7.2 Total $ 171.3 $ 154.7 $ 31.0 $ 29.8 Liabilities Operating Financing July 3, December 31, July 3, December 31, CSCA $ 98.2 $ 75.8 $ 16.6 $ 17.0 CSCI 33.7 35.2 5.4 2.5 Unallocated 45.6 49.8 6.5 7.4 Total $ 177.5 $ 160.8 $ 28.5 $ 26.9 Lease expense was as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Operating leases (1) $ 9.8 $ 8.5 $ 19.7 $ 18.1 Finance leases Amortization $ 1.5 $ 1.0 $ 3.0 $ 2.0 Interest 0.2 0.2 0.4 0.4 Total finance leases $ 1.7 $ 1.2 $ 3.4 $ 2.4 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of July 3, 2021 are as follows (in millions): Operating Leases Finance Leases Total 2021 $ 16.5 $ 3.0 $ 19.5 2022 28.0 5.5 33.5 2023 20.7 3.9 24.6 2024 17.6 2.4 20.0 2025 15.7 2.2 17.9 After 2025 106.9 15.9 122.8 Total lease payments 205.4 32.9 238.3 Less: Interest 27.9 4.4 32.3 Present value of lease liabilities $ 177.5 $ 28.5 $ 206.0 Our weighted average lease terms and discount rates are as follows: July 3, June 27, Weighted-average remaining lease term (in years) Operating leases 11.59 6.31 Finance leases 9.24 9.89 Weighted-average discount rate Operating leases 2.71 % 3.73 % Finance leases 2.76 % 3.39 % Our lease cash flow classifications are as follows (in millions): Six Months Ended July 3, June 27, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 18.2 $ 17.3 Operating cash flows for finance leases $ 0.4 $ 0.4 Financing cash flows for finance leases $ 2.6 $ 1.9 Leased assets obtained in exchange for new finance lease liabilities $ 4.4 $ 2.2 Leased assets obtained in exchange for new operating lease liabilities $ 34.9 $ 22.3 |
Indebtedness
Indebtedness | 6 Months Ended |
Jul. 03, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness | INDEBTEDNESS Total borrowings outstanding are summarized as follows (in millions): July 3, December 31, Term loan 2019 Term loan due August 15, 2022 $ 600.0 $ 600.0 Notes and Bonds Coupon Due 5.105% July 28, 2023 (1) 160.2 164.9 4.000% November 15, 2023 215.6 215.6 3.900% December 15, 2024 700.0 700.0 4.375% March 15, 2026 700.0 700.0 3.150% June 15, 2030 750.0 750.0 5.300% November 15, 2043 90.5 90.5 4.900% December 15, 2044 303.9 303.9 Total notes and bonds 2,920.2 2,924.9 Other financing 53.4 57.4 Unamortized premium (discount), net (2.1) (0.3) Deferred financing fees (15.6) (17.1) Total borrowings outstanding 3,555.9 3,564.9 Current indebtedness (630.1) (37.3) Total long-term debt less current portion $ 2,925.8 $ 3,527.6 (1) Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate. Revolving Credit Agreements On March 8, 2018, we entered into a $1.0 billion revolving credit agreement maturing on March 8, 2023 (the "2018 Revolver"). Ther e were no borrowings outstanding under the 2018 Revolver as of July 3, 2021 or December 31, 2020. Term Loan and Notes In August 2019, we refinanced a prior term loan with the proceeds of a new $600.0 million term loan, maturing on August 15, 2022 (the "2019 Term Loan"). We had $600.0 million outstanding under our 2019 Term Loan as of both July 3, 2021 and December 31, 2020 . Waiver of Debt Covenants We are subject to financial covenants in the 2018 Revolver and 2019 Term Loan, including a maximum leverage ratio covenant, which previously required us to maintain a ratio of Consolidated Net Indebtedness to Consolidated EBITDA (as such terms are defined in such credit agreements) of not more than 3.75 to 1.00 at the end of each fiscal quarter. As of July 3, 2021, we were not in compliance with such covenant. However, we have received a waiver of such covenant from the lenders under both such credit facilities and have entered into an amendment to each of the 2018 Revolver and 2019 Term Loan. Under such amendments, the maximum leverage ratio was increased to 5.75 to 1.00 for the third quarter of 2021, returning to 3.75 to 1.00 beginning with the fourth quarter of 2021. If we consummate certain qualifying acquisitions in the fourth quarter of 2021 or any subsequent quarter during the term of the loan, the maximum ratio would increase to 4.00 to 1.00 for such quarter. Neither the failure to meet the leverage covenant for the second quarter of 2021, nor the waiver and amendments described above, affect our ability to draw under the 2018 Revolver. 2020 Notes On June 19, 2020, Perrigo Finance Unlimited Company, an indirect wholly-owned finance subsidiary of Perrigo ("Perrigo Finance"), issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 (the “2020 Notes") and received net proceeds of $737.1 million after the underwriting discount and offering expenses. Interest on the 2020 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2020 Notes will mature on June 15, 2030 and are governed by a base indenture and a third supplemental indenture (collectively, the "2020 Indenture"). The 2020 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo. Perrigo Finance may redeem the 2020 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2020 Indenture. On July 6, 2020, a portion of the proceeds of the 2020 Notes were used to fund the redemption of $280.4 million of Perrigo Finance's 3.500% Senior Notes due March 15, 2021 and $309.6 million of 3.500% Senior Notes due December 15, 2021. Other Financing We have overdraft facilities available that we use to support our cash management operations. We report any balances outstanding in the above table under "Other financing". Th ere were no bor rowings outstanding under the facilities as of July 3, 2021 or December 31, 2020. On June 17, 2020, we incurred debt of $34.3 million related to our equity method investment in Kazmira pursuant to two Promissory Notes, with $3.7 million, $5.8 million and $24.8 million to be settled in November 2020, May 2021 and November 2021, respectively. On December 8, 2020, we repaid the $3.7 million balance due on the November 2020 portion of the Promissory Notes. On June 7, 2021, we repaid the $5.8 million balance due on the May 2021 portion of the Promissory Notes. We have financing leases that are reported in the above table under "Other financing" (refer to Note 11 ). |
Earnings Per Share and Sharehol
Earnings Per Share and Shareholders' Equity | 6 Months Ended |
Jul. 03, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Shareholders' Equity | EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY Earnings per Share A reconciliation of the numerators and denominators used in the basic and diluted earnings per share ("EPS") calculation is as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Numerator: Income (loss) from continuing operations $ (111.9) $ 12.4 $ (109.1) $ 70.1 Income from discontinued operations, net of tax 54.2 48.2 89.5 96.9 Net income (loss) $ (57.7) $ 60.6 $ (19.6) $ 167.0 Denominator: Weighted average shares outstanding for basic EPS 133.6 136.4 133.4 136.3 Dilutive effect of share-based awards* — 1.1 — 1.0 Weighted average shares outstanding for diluted EPS 133.6 137.5 133.4 137.3 Anti-dilutive share-based awards excluded from computation of diluted EPS — 1.5 — 1.5 * In the period of a net loss, diluted shares equal basic shares. Shareholders' Equity Share Repurchases |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jul. 03, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in our AOCI balances, net of tax were as follows (in millions): Fair Value of Derivative Financial Instruments, net of tax Foreign Currency Translation Adjustments Post-Retirement and Pension Liability Adjustments, net of tax Total AOCI Balance at December 31, 2020 $ (0.7) $ 407.3 $ (11.6) $ 395.0 OCI before reclassifications (7.3) (79.1) (1.5) (87.9) Amounts reclassified from AOCI — — — — Other comprehensive income (loss) $ (7.3) $ (79.1) $ (1.5) $ (87.9) Balance at July 3, 2021 $ (8.0) $ 328.2 $ (13.1) $ 307.1 |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The effective tax rates were as follows: Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, 28.8 % 19.7 % 22.1 % 3.9 % The effective tax rate for the three and six months ended July 3, 2021 increased compared to the effective tax rate for the three and six months ended June 27, 2020, primarily due to tax benefits in 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, plus the net tax expense on 2021 intra-entity transfers of intellectual property. 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. Internal Revenue Service Audits of Perrigo Company, a U.S. Subsidiary Perrigo Company, our U.S. subsidiary ("Perrigo U.S."), is engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a 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 affiliate. In addition to the transfer pricing adjustments, which applied to all four tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments for the capitalization and amortization of certain expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to ANDAs. We do not agree with the audit adjustments proposed by the IRS in either of the notices of deficiency. We paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and timely filed claims for refund on June 11, 2015 for the 2009 and 2010 tax years, and on June 7, 2017, for the 2011 and 2012 tax years. On August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the 2012 tax year, for a total of $134.1 million, plus statutory 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 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. Post-trial briefing is scheduled to be completed by late September 2021, when the case will be fully submitted for the court's decision. 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, 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 refund case in the Western District of Michigan alerting the court to a Tax Court decision in Mylan v. Comm'r that ruled in favor of the taxpayer on the identical ANDA issues we have before the court. On January 13, 2021, the IRS issued a 30-day letter 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"). The IRS letter proposed, among other modifications, carryforwards of the transfer pricing adjustments regarding our profits from the distribution of omeprazole in the aggregate amount of $141.6 million and ANDA adjustments in the aggregate amount of $21.9 million. The 30-day letter also set forth adjustments described in the next two paragraphs. We timely filed a protest to the 30-day letter for those additional adjustments, but noting that due to the pending litigation described above, IRS Appeals will not consider the merits of the omeprazole or ANDA matters. We believe that we should prevail on the merits on both carryforward issues and have reserved for taxes and interest payable on the 5.24% deemed royalty on omeprazole through the tax year ended December 31, 2018. Beginning with the tax year ended December 31, 2019, we began reporting income commensurate with the 5.24% deemed royalty. We have not reserved for the ANDA-related issue described above. While we believe we should prevail on the merits of this case, the outcome remains uncertain. If our litigation position on the omeprazole issue is not sustained, the outcome for the 2009–2012 tax years could range from a reduction in the refund amount to denial of any refund. In addition, we expect that the outcome of the refund litigation could effectively bind future tax years. In that event, an adverse ruling on the omeprazole issue could have a material impact on subsequent periods, with additional tax liability in the range of $24.0 million to $112.0 million, not including interest and any applicable penalties. The 30-day letter for the 2013-2015 tax years also proposed to reduce Perrigo U.S.'s deductible interest expense for the 2014 tax year and the 2015 tax year on $7.5 billion in 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 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 Report ("RAR"), together with the 30-day letter, requiring our filing of a written Protest to request IRS Appeals consideration. The Protest was filed with the IRS on February 26, 2021. On May 3, 2021, the IRS notified us that it will no longer pursue the 130% of AFR position reflected in its NOPA due to a change in IRS policy. The IRS will provide a new proposed adjustment in its rebuttal to our Protest, which we have not yet received. Because the IRS' revised adjustment is currently unknown and cannot be quantified, we are unable to determine the amount of gross interest expense that the IRS proposes to disallow, and we cannot estimate any increase in tax expense attributable to any such disallowance for the period under audit. In addition, we expect the IRS to seek similar revised adjustments for the tax years ended December 31, 2015 through December 31, 2018 with potential section 163(j) carryover impacts beyond December 2018. We cannot determine the amount, if any, of the estimated increase in tax expense attributable to any such adjustments. No further interest adjustments are expected beyond this period. 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 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 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. The IRS' NOPA asserts that the reduction of gross sales income of such chargebacks is an impermissible method of accounting. The IRS 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. 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 estimate is a payment that will not exceed $7.0 million through tax year ended December 31, 2020, 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. 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. ("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, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax and a 40.0% penalty. This amount excludes consideration of offsetting tax attributes and 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. 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, we pursued our remedies under the U.S. - Ireland Income Tax Treaty to alleviate double taxation. On April 14, 2020, we filed a request for Competent Authority Assistance with the IRS on the royalty issue, and it was accepted. On October 20, 2020, we amended our request for Competent Authority Assistance to include the Zonegran issue and this amendment was also accepted. On May 6, 2021, we had our opening conference with the IRS and 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. 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, 2018, we received an audit findings letter from the Irish Office of the Revenue Commissioners (“Irish Revenue”) for the tax years ended December 31, 2012 and December 31, 2013. The audit findings letter relates 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. We strongly disagree with this assessment and believe that the NoA is without merit and incorrect as a matter of law. We will pursue all available administrative and judicial avenues as may be necessary or appropriate. 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 is 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. Importantly, the Irish High Court did not rule on the merits of the NoA under Irish tax law. The TAC will now consider whether the NoA is correct as a matter of Irish tax law. The tax appeal is scheduled to be heard in November 2021. We strongly believe that Elan Pharma’s tax position is correct and would ultimately be confirmed through judicial process. However, in light of the risks and delays inherent in any litigation, representatives of Perrigo met with representatives of Irish Revenue on March 18, 2021 and April 14, 2021, to explore whether there may be a path forward toward resolving the dispute. On April 26, 2021, Perrigo, through its tax adviser, made a without prejudice written offer of settlement to Irish Revenue detailing a possible framework for such a resolution, 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. While that offer was not accepted, Irish Revenue indicated that they remain available for further discussion without prejudice. The Company’s representatives continue to meet and correspond with Irish Revenue, and Perrigo anticipates further discussions prior to the TAC hearing in November 2021. 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. The reduced claim is not a settlement proposal or compromise by Irish Revenue, but rather a confirmation that Irish Revenue would not object to certain adjustments to the underlying assessment given facts now known to Irish Revenue that were not known to Irish Revenue when they issued the NoA in 2018. Accordingly, Perrigo believes that the maximum amount of income tax claims in dispute is now reduced to less than €1.0 billion, not including any interest or penalties, if applicable. There can be no assurances that any settlement is possible on terms acceptable to Perrigo. Unless and until a final settlement is reached, Elan Pharma will vigorously pursue its tax appeal before the TAC, concurrently with any settlement discussions that may occur. No payment of any additional tax will be required unless and until required by a settlement or other final determination. 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 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 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 agreement with the ITA required us to pay $19.0 million, after offset for refunds of $17.2 million, for the five taxable years. In addition, we paid $12.5 million to resolve a tax liability indemnity for the tax year ended December 31, 2017 relating to Perrigo API Ltd, which we disposed of in December 2017 (refer to Note 16 ). 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 July 3, 2021. 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. |
Contingencies
Contingencies | 6 Months Ended |
Jul. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 July 3, 2021, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to have, individually or in the aggregate, a material adverse effect on our financial condition, results of operations, or cash flows. Price-Fixing Lawsuits 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. No schedule has been set for the bellwether cases. 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 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 been set. (b) “Overarching Conspiracy” Class Actions The same three putative classes, including (a) direct purchasers, (b) end payors, and (c) indirect resellers, have filed two 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. 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 two formulations (cream and ointment) of one 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 of these cases are included in the group of cases on a more expedited schedule pursuant to the court’s July 14, 2020 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 Proprionate, 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 Proprionate, 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 Proprionate, 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 On January 22, 2018, Perrigo was named a co-defendant along with 35 other manufacturers in a complaint filed by three supermarket chains alleging that defendants conspired to fix prices of 31 generic prescription pharmaceutical products starting in 2013. 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. 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 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 Proprionate, 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 Proprionate, 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, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Proprionate, 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 Proprionate, Hydrocortisone Acetate, Hydrocortisone 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 Proprionate, 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 will be 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 Proprionate, 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, seven health plans filed a writ of summons in the Pennsylvania Court of Common Pleas in Philadelphia concerning an as-yet unfiled complaint against Perrigo, three dozen other manufacturers, and seventeen individuals, concerning alleged antitrust violations in connection with the pricing and sale of generic prescription pharmaceutical products. No complaint has yet been filed, so the precise allegations and products at issue are not yet clear. In addition, Defendants are in the process of being served, and proceedings in the case will likely be 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 Proprionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. 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 Proprionate, 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, 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, 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 Proprionate, 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. 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 one former and one current Perrigo employee), alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of eighty 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, but has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On May 7, 2021, the Court ruled that this case will move forward as a bellwether case. Perrigo has not yet responded to the complaint, and no schedule has been set for such responses. 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. 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 three 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 six 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 the defendants’ motions to dismiss in part and denying the motions to dismiss in part. The court dismissed without prej |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jul. 03, 2021 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | RESTRUCTURING CHARGES We periodically take action to reduce redundant expenses and improve operating efficiencies. Restructuring activity includes severance, lease exit costs, and related consulting fees. The following reflects our restructuring activity (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Beginning balance $ 6.2 $ 16.0 $ 9.1 $ 19.5 Additional charges 9.0 0.7 10.7 0.7 Payments (5.1) (7.3) (9.5) (10.8) Non-cash adjustments 0.1 — (0.1) — Ending balance $ 10.2 $ 9.4 $ 10.2 $ 9.4 The charges incurred during the three and six months ended July 3, 2021 and June 27, 2020 were primarily associated with actions taken to streamline the organization. There were no other material restructuring programs for the three and six months ended July 3, 2021 and June 27, 2020. All charges are recorded in Restructuring expense on the Condensed Consolidated Statements of Operations. The remaining $10.2 million liability for employee severance benefits is expected to be paid within the next year. |
Segment Information
Segment Information | 6 Months Ended |
Jul. 03, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Our segments reflect the way in which our management makes operating decisions, allocates resources, and manages the growth and profitability of the Company. As discussed in Note 8 , as of March 1, 2021, the financial results and assets and liabilities of the RX business are classified as discontinued operations in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. As discussed in Note 9 , as of July 3, 2021, the assets and liabilities of the Latin American businesses were classified as held for sale. The RX business and Latin American businesses assets held-for-sale are included below in the summary of total assets. The tables below show select financial measures by reporting segment (in millions): Total Assets July 3, December 31, CSCA $ 4,417.1 $ 4,585.1 CSCI 4,723.9 4,872.4 Held for sale 2,089.3 2,030.9 Total $ 11,230.3 $ 11,488.4 Three Months Ended July 3, 2021 June 27, 2020 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 622.3 $ (72.0) $ 12.9 $ 627.7 $ 104.6 $ 13.2 CSCI 358.8 1.3 40.5 321.1 10.5 38.4 Unallocated — (55.2) — — (52.4) — Continuing Operations Total $ 981.1 $ (125.9) $ 53.4 $ 948.8 $ 62.7 $ 51.6 Six Months Ended July 3, 2021 June 27, 2020 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 1,262.8 $ 23.6 $ 25.8 $ 1,328.2 $ 226.7 $ 27.5 CSCI 728.3 18.8 80.8 703.8 35.6 76.7 Unallocated — (117.0) — — (113.2) — Continuing Operations Total $ 1,991.1 $ (74.6) $ 106.6 $ 2,032.0 $ 149.1 $ 104.2 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 03, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS RX Business On July 6, 2021, we completed the sale of the RX Business to Altaris for aggregate consideration of $1.55 billion, which we estimate will result in an immaterial pre-tax gain during the three months ending October 2, 2021, subject to final settlement of the sale proceeds. The final purchase price and gain or loss on the sale are subject to customary adjustments for cash, debt, working capital and transaction expenses, along with computation of income tax on the sale. We expect to finalize these items by the fourth quarter of 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 03, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Principles of consolidation | In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation of the unaudited Condensed Consolidated Financial Statements have been included and include our accounts and the accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. On March 1, 2021, we announced a definitive agreement to sell our generic RX Pharmaceuticals business ("RX business") to Altaris Capital Partners, LLC ("Altaris"). On July 6, 2021, we completed the sale of the RX business. The financial results of our RX business, which were previously reported in our Prescription Pharmaceuticals ("RX") segment, have been classified as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. The assets and liabilities of our RX business are reflected as assets and liabilities held for sale in the Condensed Consolidated Balance Sheets for all periods presented. Refer to Note 8 for additional information regarding discontinued operations. Unless otherwise noted, amounts and disclosures throughout the Notes to the unaudited Condensed Consolidated Financial Statements relate to our continuing operations. |
Segment Reporting | Segment Reporting Our reporting and operating segments are as follows: • Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business (OTC, infant formula, and oral self-care categories, and contract manufacturing) in the U.S., Mexico and Canada. • Consumer Self-Care International ("CSCI") comprises our consumer self-care business primarily branded in Europe and Australia, our store brand business in the United Kingdom and parts of Europe and Asia, and our liquid licensed products business in the United Kingdom until it was disposed on June 19, 2020. |
Allowance for Credit Losses | Allowance for Credit Losses Expected credit losses on trade receivables and contract assets are measured collectively by geographic location. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and for reasonable and supportable forecasts. Historical credit loss experience provides the primary basis for estimation of expected credit losses. Adjustments to historical loss information may be made for |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Accounting Policies [Abstract] | |
Allowance for Credit Losses | The following table presents the allowance for credit losses activity (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Beginning balance $ 9.1 $ 6.2 $ 6.5 $ 6.0 Provision for credit losses, net 0.4 0.1 3.7 0.7 Receivables written-off (0.6) (0.9) (0.9) (1.1) Recoveries collected — — — — Transfer to held for sale (1.4) — (1.4) — Currency translation adjustment 0.2 0.1 (0.2) (0.1) Ending balance $ 7.7 $ 5.5 $ 7.7 $ 5.5 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | We generated net sales in the following geographic locations (1) (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, U.S. $ 590.3 $ 604.0 $ 1,201.6 $ 1,274.6 Europe (2) 348.1 311.8 704.1 684.4 All other countries (3) 42.7 33.0 85.4 73.0 Total net sales $ 981.1 $ 948.8 $ 1,991.1 $ 2,032.0 (1) Derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $5.3 million and $9.8 million for the three and six months ended July 3, 2021 respectively, and $7.8 million and $11.5 million for the three and six months ended June 27, 2020, respectively. (3) Includes net sales generated primarily in Mexico, Australia and Canada. Product Category The following is a summary of our net sales by category (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, CSCA (1) Upper respiratory $ 102.4 $ 116.7 $ 216.4 $ 271.3 Digestive health 110.4 112.1 223.9 219.0 Nutrition 95.6 88.6 187.6 190.8 Pain and sleep-aids 87.1 97.7 179.5 218.1 Oral self-care 74.5 63.2 148.2 118.5 Healthy lifestyle 63.6 81.5 139.1 167.3 Skincare and personal hygiene 52.9 42.9 106.2 89.6 Vitamins, minerals, and supplements 8.4 6.4 16.2 12.8 Other CSCA (2) 27.4 18.6 45.7 40.8 Total CSCA 622.3 627.7 1,262.8 1,328.2 CSCI Skincare and personal hygiene 112.4 97.6 219.4 192.3 Vitamins, minerals, and supplements 49.1 38.5 108.1 87.0 Healthy lifestyle 48.0 40.5 98.3 84.1 Pain and sleep-aids 47.3 40.2 96.3 87.0 Upper respiratory 42.6 45.5 85.5 129.6 Oral self-care 22.5 20.4 48.0 43.6 Digestive health 9.7 5.1 18.2 11.1 Other CSCI (3) 27.2 33.3 54.5 69.1 Total CSCI 358.8 321.1 728.3 703.8 Total net sales $ 981.1 $ 948.8 $ 1,991.1 $ 2,032.0 (1) Includes net sales from our OTC contract manufacturing business. (2) Consists primarily of diagnostic and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. (3) Consists primarily of our distribution business and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. |
Contract with Customer Balances | The following table provides information about contract assets from contracts with customers (in millions): Balance Sheet Location July 3, December 31, Short-term contract assets Prepaid expenses and other current assets $ 22.4 $ 19.7 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid for Dr. Fresh and the amounts of the assets acquired and liabilities assumed (in millions): Oral Care Assets of High Ridge Brands (Dr. Fresh) Purchase price paid $ 106.2 Assets acquired: Accounts receivable 13.1 Inventories 22.2 Prepaid expenses and other current assets 0.4 Property, plant and equipment, net 0.7 Operating lease assets 2.6 Goodwill 17.2 Distribution and license agreements and supply agreements $ 2.2 Developed product technology, formulations, and product rights 0.1 Customer relationships and distribution networks 20.6 Trademarks, trade names, and brands 43.2 Total intangible assets $ 66.1 Total assets $ 122.3 Liabilities assumed: Accounts payable $ 6.1 Other accrued liabilities 3.8 Payroll and related taxes 0.7 Accrued customer programs 3.0 Other non-current liabilities 2.5 Total liabilities $ 16.1 Net assets acquired $ 106.2 |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma information as if the acquisitions of Dr. Fresh and the Eastern European Brands occurred on January 1, 2019, and had been combined with the results reported in our Condensed Consolidated Statements of Operations for all periods presented (in millions): Three Months Ended Six Months Ended (Unaudited) June 27, June 27, Net sales $ 955.0 $ 2,074.1 Income from continuing operations $ 17.6 $ 80.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions): December 31, Purchase accounting adjustments Impairments Currency translation adjustments July 3, CSCA (1) $ 1,905.0 $ 2.4 $ (6.1) $ (0.1) $ 1,901.2 CSCI (2) 1,190.7 (2.4) — (32.7) 1,155.6 Total goodwill $ 3,095.7 $ — $ (6.1) $ (32.8) $ 3,056.8 (1) We had no accumulated goodwill impairments as of December 31, 2020 and $6.1 million as of July 3, 2021. (2) We had accumulated goodwill impairments of $868.4 million as of December 31, 2020 and July 3, 2021. |
Schedule of Finite and Indefinite-lived Intangible Assets | Intangible assets and related accumulated amortization consisted of the following (in millions): July 3, 2021 December 31, 2020 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: Trademarks, trade names, and brands $ 3.6 $ — $ 4.3 $ — In-process research and development 2.7 — 2.7 — Total indefinite-lived intangibles $ 6.3 $ — $ 7.0 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 69.4 $ 51.7 $ 74.8 $ 55.4 Developed product technology, formulations, and product rights 302.0 184.5 303.3 177.3 Customer relationships and distribution networks 1,877.9 863.7 1,920.5 823.7 Trademarks, trade names, and brands 1,534.0 369.6 1,581.5 342.2 Non-compete agreements 2.1 2.1 2.9 2.9 Total definite-lived intangibles $ 3,785.4 $ 1,471.6 $ 3,883.0 $ 1,401.5 Total intangible assets $ 3,791.7 $ 1,471.6 $ 3,890.0 $ 1,401.5 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Inventory Disclosure [Abstract] | |
Major Components of Inventory | Major components of inventory were as follows (in millions): July 3, December 31, Finished goods $ 607.5 $ 574.1 Work in process 241.0 220.4 Raw materials 267.4 264.9 Total inventories $ 1,115.9 $ 1,059.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The table below summarizes the valuation of our financial instruments carried at fair value by the applicable pricing categories (in millions): July 3, 2021 December 31, 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Measured at fair value on a recurring basis: Assets: Investment securities $ 1.6 $ — $ — $ 2.5 $ — $ — Foreign currency forward contracts — 5.7 — — 9.8 — Cross-currency swap — 4.2 — — 6.3 — Total assets $ 1.6 $ 9.9 $ — $ 2.5 $ 16.1 $ — Liabilities: Foreign currency forward contracts $ — $ 2.7 $ — $ — $ 7.9 $ — Total liabilities $ — $ 2.7 $ — $ — $ 7.9 $ — Measured at fair value on a non-recurring basis: Assets: Assets held for sale, net (1) $ — $ — $ 1,621.0 $ — $ — $ — Total assets $ — $ — $ 1,621.0 $ — $ — $ — (1) We measured the assets held for sale for impairment purposes and recorded a total impairment of $158.6 million (refer to Note 9 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The table below summarizes the change in fair value of the Royalty Pharma contingent milestone (in millions): Three Months Ended Six Months Ended June 27, June 27, Beginning balance $ 96.9 $ 95.3 Change in fair value 2.1 3.7 Ending balance $ 99.0 $ 99.0 |
Schedule of Fair Value Assumptions | The table below represents the volatility and rate of return: Three Months Ended June 27, Volatility 37.5 % Rate of return 6.91 % |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | Our fixed rate long-term debt consisted of the following (in millions): July 3, December 31, Level 1 Level 2 Level 1 Level 2 Public Bonds Carrying Value (excluding discount) $ 2,760.0 $ — $ 2,760.0 $ — Fair value $ 2,946.3 $ — $ 3,031.1 $ — Private placement note Carrying value (excluding premium) $ — $ 160.2 $ — $ 164.9 Fair value $ — $ 172.0 $ — $ 177.5 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Investments [Abstract] | |
Equity Securities | The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions): Measurement Category Balance Sheet Location July 3, December 31, Fair value method Prepaid expenses and other current assets $ 1.6 $ 2.5 Fair value method (1) Other non-current assets $ 1.7 $ 1.9 Equity method Other non-current assets $ 69.1 $ 69.8 (1) Measured at fair value using the Net Asset Value practical expedient. |
Equity Security Expense (Income) | The following table summarizes the expense (income) recognized in earnings of our equity securities (in millions): Three Months Ended Six Months Ended Measurement Category Income Statement Location July 3, June 27, July 3, June 27, Fair value method Other (income) expense, net $ 0.9 $ (0.4) $ 0.9 $ 2.5 Equity method Other (income) expense, net $ — $ (0.8) $ 0.7 $ (1.5) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Discontinued Operations, Disposed of by Sale | RX | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontined Operations - Financial Statement Information | Income from discontinued operations, net of tax was as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Net sales $ 204.5 $ 270.4 $ 404.5 $ 528.1 Cost of sales 119.9 180.6 258.2 346.4 Gross profit 84.6 89.8 146.3 181.7 Operating expenses Distribution 2.8 3.8 6.1 7.8 Research and development 17.3 16.4 30.6 30.1 Selling 8.8 7.4 16.2 14.7 Administration 12.4 8.1 30.6 14.5 Restructuring — 0.4 — 0.4 Other operating expense (income) 0.5 (0.9) (0.4) 0.2 Total operating expenses 41.8 35.2 83.1 67.7 Operating income (loss) $ 42.8 $ 54.6 63.2 114.0 Interest expense, net 0.2 1.1 0.8 2.5 Other (income) expense, net (0.2) (2.9) (1.7) (2.1) Income before income taxes 42.8 56.4 64.1 113.6 Income tax expense (benefit) (11.4) 8.2 (25.4) 16.7 Income from discontinued operations, net of tax $ 54.2 $ 48.2 $ 89.5 $ 96.9 During the three and six months ended July 3, 2021, we incurred $2.4 million and $11.7 million, respectively, of separation costs related to the sale of the RX business, which are recorded in administration expenses. Select cash flow information related to discontinued operations was as follows (in millions): Six Months Ended July 3, June 27, Cash flows from discontinued operations operating activities: Depreciation and amortization $ 15.3 $ 48.2 Cash flows from discontinued operations investing activities: Asset acquisitions $ (69.7) $ (0.1) Additions to property, plant and equipment $ (6.1) $ (5.6) The assets and liabilities classified as held for sale related to discontinued operations were as follows (in millions): July 3, December 31, Cash and cash equivalents $ 9.3 $ 10.0 Accounts receivable, net of allowance for credit losses of $1.0 and $1.1, respectively 496.4 460.7 Inventories 143.4 140.8 Prepaid expenses and other current assets 21.4 55.4 Current assets held for sale* 666.9 Property, plant and equipment, net 133.3 131.4 Operating lease assets 30.0 31.3 Goodwill and indefinite-lived intangible assets 680.0 681.2 Definite-lived intangible assets, net 532.9 492.8 Deferred income taxes 4.2 3.6 Other non-current assets 22.6 23.7 Non-current assets held for sale* 1,364.0 Total assets held for sale $ 2,073.5 $ 2,030.9 Accounts payable $ 91.6 $ 92.2 Payroll and related taxes 14.1 22.3 Accrued customer programs 235.6 237.4 Other accrued liabilities 27.4 67.2 Accrued income taxes 0.1 — Current indebtedness 0.5 0.5 Current liabilities held for sale* 419.6 Long-term debt, less current portion 0.4 0.7 Deferred income taxes 3.2 3.1 Other non-current liabilities 64.6 104.5 Non-current liabilities held for sale* 108.3 Total liabilities held for sale $ 437.5 $ 527.9 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Currency Forward Contracts | Foreign currency forward contracts were as follows (in millions): Notional Amount July 3, December 31, European Euro (EUR) $ 209.3 $ 312.6 British Pound (GBP) 104.4 92.3 Israeli Shekel (ILS) 71.6 94.4 Danish Krone (DKK) 44.7 65.2 Swedish Krona (SEK) 42.2 41.2 Chinese Yuan (CNY) 41.5 49.1 United States Dollar (USD) 26.3 101.5 Canadian Dollar (CAD) 23.3 36.8 Polish Zloty (PLZ) 22.2 21.8 Norwegian Krone (NOK) 10.5 7.8 Romanian New Leu (RON) 5.7 3.6 Switzerland Franc (CHF) 5.1 8.2 Australian Dollar (AUD) 5.0 11.3 Turkish Lira (TRY) 4.3 4.0 Mexican Peso (MPX) 1.0 15.6 Other 2.6 2.3 Total $ 619.7 $ 867.7 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The balance sheet location and gross fair value of our outstanding derivative instruments were as follows (in millions): Asset Derivatives Fair Value Balance Sheet Location July 3, December 31, Designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 5.1 $ 5.0 Foreign currency forward contracts Other non-current assets 0.3 0.5 Cross-currency swap Other non-current assets 4.2 6.3 Total designated derivatives $ 9.6 $ 11.8 Non-designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 0.3 $ 4.3 Liability Derivatives Fair Value Balance Sheet Location July 3, December 31, Designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 0.9 $ 5.5 Non-designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 1.8 $ 2.4 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following tables summarize the effect of derivative instruments designated as hedging instruments in Accumulated Other Comprehensive Income ("AOCI") (in millions): Three Months Ended July 3, 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 1.1 Net sales (1.0) Net sales — Cost of sales 0.9 Cost of sales 0.4 Other (income) expense, net 0.4 $ 1.1 $ (0.5) $ 0.8 Net investment hedges: Cross-currency swap $ (1.5) Interest expense, net $ (1.1) Six Months Ended July 3, 2021 Instrument Amount of Gain/(Loss) Recorded in OCI (1) 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 (0.9) Interest expense, net — Foreign currency forward contracts (1.2) Net sales (1.9) Net sales — Cost of sales 2.8 Cost of sales 0.5 Other (income) expense, net 0.4 $ (1.2) $ — $ 0.9 Net investment hedges: Cross-currency swap $ (2.0) Interest expense, net $ (2.2) (1) Net loss of $8.9 million is expected to be reclassified out of AOCI into earnings during the next 12 months. Three Months Ended June 27, 2020 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 $ (0.5) Interest expense, net $ — Foreign currency forward contracts 0.5 Net sales 0.3 Net sales — Cost of sales 0.1 Cost of sales 0.3 $ 0.5 $ (0.1) $ 0.3 Net investment hedges: Cross-currency swap $ (3.3) Interest expense, net $ 1.8 Six Months Ended June 27, 2020 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 $ (0.9) Interest expense, net $ — Foreign currency forward contracts 9.8 Net sales (0.1) Net sales — Cost of sales (1.0) Cost of sales 0.7 $ 9.8 $ (2.0) $ 0.7 Net investment hedges: Cross-currency swap $ (18.3) Interest expense, net $ 4.6 |
Amount of Gain/(Loss) Recognized against Earnings | The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Condensed Consolidated Statements of Operations were as follows (in millions): Three Months Ended Six Months Ended Non-Designated Derivatives Income Statement July 3, June 27, July 3, June 27, Foreign currency forward contracts Other (income) expense, net $ (3.1) $ (7.0) $ (5.9) $ (0.2) Interest expense, net 0.4 1.1 0.9 1.4 $ (2.7) $ (5.9) $ (5.0) $ 1.2 |
Classification of Gain (Loss) Recognized in Earnings on Fair Value and Cash Flow Hedging Relationships | The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions): Three Months Ended July 3, 2021 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 981.1 $ 632.1 $ 31.6 $ (0.4) The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (1.0) $ 0.9 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.4 $ — $ 0.4 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.4) $ — Six Months Ended July 3, 2021 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 1,991.1 $ 1,273.7 $ 63.6 $ 1.9 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (1.9) $ 2.8 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.5 $ — $ 0.4 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.9) $ — Three Months Ended June 27, 2020 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 948.8 $ 601.6 $ 32.2 $ 17.1 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.3 $ 0.1 $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.3 $ — $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.5) $ — Six Months Ended June 27, 2020 Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 2,032.0 $ 1,291.1 $ 61.1 $ 18.8 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ (0.1) $ (1.0) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.7 $ — $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.9) $ — |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Leases [Abstract] | |
Balance Sheet Location of Lease Assets and Liabilities | The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location July 3, December 31, Operating Operating lease assets $ 171.3 $ 154.7 Finance Other non-current assets 31.0 29.8 Total $ 202.3 $ 184.5 Liabilities Balance Sheet Location July 3, December 31, Current Operating Other accrued liabilities $ 27.9 $ 28.3 Finance Current indebtedness 5.2 6.7 Non-Current Operating Other non-current liabilities 149.6 132.5 Finance Long-term debt, less current portion 23.3 20.2 Total $ 206.0 $ 187.7 The below table shows our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing July 3, December 31, July 3, December 31, CSCA $ 98.1 $ 75.9 $ 16.1 $ 16.7 CSCI 32.3 34.4 8.6 5.9 Unallocated 40.9 44.4 6.3 7.2 Total $ 171.3 $ 154.7 $ 31.0 $ 29.8 Liabilities Operating Financing July 3, December 31, July 3, December 31, CSCA $ 98.2 $ 75.8 $ 16.6 $ 17.0 CSCI 33.7 35.2 5.4 2.5 Unallocated 45.6 49.8 6.5 7.4 Total $ 177.5 $ 160.8 $ 28.5 $ 26.9 |
Lease Expense | Lease expense was as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Operating leases (1) $ 9.8 $ 8.5 $ 19.7 $ 18.1 Finance leases Amortization $ 1.5 $ 1.0 $ 3.0 $ 2.0 Interest 0.2 0.2 0.4 0.4 Total finance leases $ 1.7 $ 1.2 $ 3.4 $ 2.4 (1) Includes short-term leases and variable lease costs, which are immaterial. |
Finance Lease Maturity | The annual future maturities of our leases as of July 3, 2021 are as follows (in millions): Operating Leases Finance Leases Total 2021 $ 16.5 $ 3.0 $ 19.5 2022 28.0 5.5 33.5 2023 20.7 3.9 24.6 2024 17.6 2.4 20.0 2025 15.7 2.2 17.9 After 2025 106.9 15.9 122.8 Total lease payments 205.4 32.9 238.3 Less: Interest 27.9 4.4 32.3 Present value of lease liabilities $ 177.5 $ 28.5 $ 206.0 |
Operating Lease Liability Maturity | The annual future maturities of our leases as of July 3, 2021 are as follows (in millions): Operating Leases Finance Leases Total 2021 $ 16.5 $ 3.0 $ 19.5 2022 28.0 5.5 33.5 2023 20.7 3.9 24.6 2024 17.6 2.4 20.0 2025 15.7 2.2 17.9 After 2025 106.9 15.9 122.8 Total lease payments 205.4 32.9 238.3 Less: Interest 27.9 4.4 32.3 Present value of lease liabilities $ 177.5 $ 28.5 $ 206.0 |
Weighted Average Lease Terms and Discount Rates | Our weighted average lease terms and discount rates are as follows: July 3, June 27, Weighted-average remaining lease term (in years) Operating leases 11.59 6.31 Finance leases 9.24 9.89 Weighted-average discount rate Operating leases 2.71 % 3.73 % Finance leases 2.76 % 3.39 % |
Lease Cash Flow Classifications | Our lease cash flow classifications are as follows (in millions): Six Months Ended July 3, June 27, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 18.2 $ 17.3 Operating cash flows for finance leases $ 0.4 $ 0.4 Financing cash flows for finance leases $ 2.6 $ 1.9 Leased assets obtained in exchange for new finance lease liabilities $ 4.4 $ 2.2 Leased assets obtained in exchange for new operating lease liabilities $ 34.9 $ 22.3 |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total borrowings outstanding are summarized as follows (in millions): July 3, December 31, Term loan 2019 Term loan due August 15, 2022 $ 600.0 $ 600.0 Notes and Bonds Coupon Due 5.105% July 28, 2023 (1) 160.2 164.9 4.000% November 15, 2023 215.6 215.6 3.900% December 15, 2024 700.0 700.0 4.375% March 15, 2026 700.0 700.0 3.150% June 15, 2030 750.0 750.0 5.300% November 15, 2043 90.5 90.5 4.900% December 15, 2044 303.9 303.9 Total notes and bonds 2,920.2 2,924.9 Other financing 53.4 57.4 Unamortized premium (discount), net (2.1) (0.3) Deferred financing fees (15.6) (17.1) Total borrowings outstanding 3,555.9 3,564.9 Current indebtedness (630.1) (37.3) Total long-term debt less current portion $ 2,925.8 $ 3,527.6 (1) Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate. |
Earnings Per Share and Shareh_2
Earnings Per Share and Shareholders' Equity (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share, Basic and Diluted | A reconciliation of the numerators and denominators used in the basic and diluted earnings per share ("EPS") calculation is as follows (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Numerator: Income (loss) from continuing operations $ (111.9) $ 12.4 $ (109.1) $ 70.1 Income from discontinued operations, net of tax 54.2 48.2 89.5 96.9 Net income (loss) $ (57.7) $ 60.6 $ (19.6) $ 167.0 Denominator: Weighted average shares outstanding for basic EPS 133.6 136.4 133.4 136.3 Dilutive effect of share-based awards* — 1.1 — 1.0 Weighted average shares outstanding for diluted EPS 133.6 137.5 133.4 137.3 Anti-dilutive share-based awards excluded from computation of diluted EPS — 1.5 — 1.5 * In the period of a net loss, diluted shares equal basic shares. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in our AOCI balances, net of tax were as follows (in millions): Fair Value of Derivative Financial Instruments, net of tax Foreign Currency Translation Adjustments Post-Retirement and Pension Liability Adjustments, net of tax Total AOCI Balance at December 31, 2020 $ (0.7) $ 407.3 $ (11.6) $ 395.0 OCI before reclassifications (7.3) (79.1) (1.5) (87.9) Amounts reclassified from AOCI — — — — Other comprehensive income (loss) $ (7.3) $ (79.1) $ (1.5) $ (87.9) Balance at July 3, 2021 $ (8.0) $ 328.2 $ (13.1) $ 307.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | The effective tax rates were as follows: Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, 28.8 % 19.7 % 22.1 % 3.9 % |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Restructuring Charges [Abstract] | |
Restructuring and Related Costs | The following reflects our restructuring activity (in millions): Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Beginning balance $ 6.2 $ 16.0 $ 9.1 $ 19.5 Additional charges 9.0 0.7 10.7 0.7 Payments (5.1) (7.3) (9.5) (10.8) Non-cash adjustments 0.1 — (0.1) — Ending balance $ 10.2 $ 9.4 $ 10.2 $ 9.4 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below show select financial measures by reporting segment (in millions): Total Assets July 3, December 31, CSCA $ 4,417.1 $ 4,585.1 CSCI 4,723.9 4,872.4 Held for sale 2,089.3 2,030.9 Total $ 11,230.3 $ 11,488.4 Three Months Ended July 3, 2021 June 27, 2020 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 622.3 $ (72.0) $ 12.9 $ 627.7 $ 104.6 $ 13.2 CSCI 358.8 1.3 40.5 321.1 10.5 38.4 Unallocated — (55.2) — — (52.4) — Continuing Operations Total $ 981.1 $ (125.9) $ 53.4 $ 948.8 $ 62.7 $ 51.6 Six Months Ended July 3, 2021 June 27, 2020 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 1,262.8 $ 23.6 $ 25.8 $ 1,328.2 $ 226.7 $ 27.5 CSCI 728.3 18.8 80.8 703.8 35.6 76.7 Unallocated — (117.0) — — (113.2) — Continuing Operations Total $ 1,991.1 $ (74.6) $ 106.6 $ 2,032.0 $ 149.1 $ 104.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 9.1 | $ 6.2 | $ 6.5 | $ 6 |
Provision for credit losses, net | 0.4 | 0.1 | 3.7 | 0.7 |
Receivables written-off | (0.6) | (0.9) | (0.9) | (1.1) |
Recoveries collected | 0 | 0 | 0 | 0 |
Transfer to held for sale | (1.4) | 0 | (1.4) | 0 |
Currency translation adjustment | 0.2 | 0.1 | (0.2) | (0.1) |
Ending balance | $ 7.7 | $ 5.5 | $ 7.7 | $ 5.5 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Geographic Location (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 981.1 | $ 948.8 | $ 1,991.1 | $ 2,032 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 590.3 | 604 | 1,201.6 | 1,274.6 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 348.1 | 311.8 | 704.1 | 684.4 |
All other countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 42.7 | 33 | 85.4 | 73 |
Ireland | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 5.3 | $ 7.8 | $ 9.8 | $ 11.5 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 981.1 | $ 948.8 | $ 1,991.1 | $ 2,032 |
CSCA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 622.3 | 627.7 | 1,262.8 | 1,328.2 |
CSCA | Upper respiratory | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 102.4 | 116.7 | 216.4 | 271.3 |
CSCA | Digestive health | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 110.4 | 112.1 | 223.9 | 219 |
CSCA | Nutrition | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 95.6 | 88.6 | 187.6 | 190.8 |
CSCA | Pain and sleep-aids | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 87.1 | 97.7 | 179.5 | 218.1 |
CSCA | Oral self-care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 74.5 | 63.2 | 148.2 | 118.5 |
CSCA | Healthy lifestyle | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 63.6 | 81.5 | 139.1 | 167.3 |
CSCA | Skincare and personal hygiene | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 52.9 | 42.9 | 106.2 | 89.6 |
CSCA | Vitamins, minerals, and supplements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 8.4 | 6.4 | 16.2 | 12.8 |
CSCA | Other CSCA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 27.4 | 18.6 | 45.7 | 40.8 |
CSCI | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 358.8 | 321.1 | 728.3 | 703.8 |
CSCI | Upper respiratory | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 42.6 | 45.5 | 85.5 | 129.6 |
CSCI | Digestive health | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 9.7 | 5.1 | 18.2 | 11.1 |
CSCI | Pain and sleep-aids | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 47.3 | 40.2 | 96.3 | 87 |
CSCI | Oral self-care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 22.5 | 20.4 | 48 | 43.6 |
CSCI | Healthy lifestyle | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 48 | 40.5 | 98.3 | 84.1 |
CSCI | Skincare and personal hygiene | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 112.4 | 97.6 | 219.4 | 192.3 |
CSCI | Vitamins, minerals, and supplements | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 49.1 | 38.5 | 108.1 | 87 |
CSCI | Other CSCI | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 27.2 | $ 33.3 | $ 54.5 | $ 69.1 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 981.1 | $ 948.8 | $ 1,991.1 | $ 2,032 |
Contract manufacturing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 69.8 | $ 64.5 | $ 132.9 | $ 113.7 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Short-term contract assets | $ 22.4 | $ 19.7 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions (Details) € in Millions, $ in Millions | Oct. 30, 2020EUR (€)brand | Oct. 30, 2020USD ($)brand | Feb. 13, 2020USD ($) | Jan. 03, 2020USD ($) |
Sanofi Brands | ||||
Business Acquisition [Line Items] | ||||
Number of brands acquired | brand | 3 | 3 | ||
Purchase price paid | € 53.3 | $ 62.3 | ||
Useful life of intangible assets | 18 years 9 months 18 days | 18 years 9 months 18 days | ||
Steripod | ||||
Business Acquisition [Line Items] | ||||
Purchase price paid | $ 26 | |||
Brand | Sanofi Brands | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 52.5 | |||
Brand | Dexsil | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 8 | |||
Useful life of intangible assets | 25 years | |||
Brand | Steripod | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 25.1 | |||
Useful life of intangible assets | 25 years |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Oral Care Assets of High Ridge Brands and Ranir Global Holdings,LLC Acquisitions (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Apr. 01, 2020 | Jul. 03, 2021 |
Estimated fair value of assets acquired and liabilities assumed: | |||
Goodwill | $ 3,095.7 | $ 3,056.8 | |
Oral Care Assets of High Ridge Brands (Dr. Fresh) | |||
Business Acquisition [Line Items] | |||
Purchase price paid | 106.2 | $ 113 | |
Prepayment of contract consideration for transitional services | 2 | ||
Estimated fair value of assets acquired and liabilities assumed: | |||
Accounts receivable | 13.1 | ||
Inventories | 22.2 | ||
Prepaid expenses and other current assets | 0.4 | ||
Property, plant and equipment, net | 0.7 | ||
Operating lease assets | 2.6 | ||
Goodwill | 17.2 | ||
Total intangible assets | 66.1 | ||
Total assets | 122.3 | ||
Accounts payable | 6.1 | ||
Other accrued liabilities | 3.8 | ||
Payroll and related taxes | 0.7 | ||
Accrued customer programs | 3 | ||
Other non-current liabilities | 2.5 | ||
Total liabilities | 16.1 | ||
Net assets acquired | 106.2 | ||
Useful life of intangible assets | 17 years 9 months 18 days | ||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Distribution and license agreements and supply agreements | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Total intangible assets | 2.2 | ||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Developed product technology, formulations, and product rights | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Total intangible assets | 0.1 | ||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Customer relationships and distribution networks | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Total intangible assets | 20.6 | ||
Oral Care Assets of High Ridge Brands (Dr. Fresh) | Trademarks, trade names, and brands | |||
Estimated fair value of assets acquired and liabilities assumed: | |||
Total intangible assets | $ 43.2 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Pro Forma Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 27, 2020 | Jun. 27, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net sales | $ 955 | $ 2,074.1 |
Income from continuing operations | $ 17.6 | $ 80.2 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Divestiture (Details) £ in Millions, $ in Millions | Jun. 19, 2020USD ($) | Jun. 19, 2020GBP (£) | Dec. 31, 2020USD ($) | Sep. 26, 2020USD ($) | Jun. 27, 2020USD ($) | Jul. 03, 2021USD ($) | Jun. 27, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds from sale of business | $ 0 | $ 187.8 | |||||
Loss on sale of business | $ 0 | 17.4 | |||||
Rosemont Pharmaceuticals | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds from sale of business | $ 195 | £ 155.6 | |||||
Loss on sale of business | $ 2.4 | $ 1.3 | $ 17.4 | $ 17.4 | |||
Foreign currency translation adjustment | $ (46.4) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 3,095.7 | |
Purchase accounting adjustments | 0 | |
Impairments | (6.1) | |
Currency translation adjustments | (32.8) | |
Goodwill, Ending Balance | 3,056.8 | |
CSCA | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 1,905 | |
Purchase accounting adjustments | 2.4 | |
Impairments | (6.1) | |
Currency translation adjustments | (0.1) | |
Goodwill, Ending Balance | 1,901.2 | |
Accumulated impairments | 6.1 | $ 0 |
CSCI | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 1,190.7 | |
Purchase accounting adjustments | (2.4) | |
Impairments | 0 | |
Currency translation adjustments | (32.7) | |
Goodwill, Ending Balance | 1,155.6 | |
Accumulated impairments | $ 868.4 | $ 868.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible categories (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Indefinite-lived intangibles: | $ 6.3 | $ 6.3 | $ 7 | ||
Gross | 3,785.4 | 3,785.4 | 3,883 | ||
Accumulated Amortization | 1,471.6 | 1,471.6 | 1,401.5 | ||
Total other intangible assets | 3,791.7 | 3,791.7 | 3,890 | ||
Intangible assets amortization expense | 53.4 | $ 51.6 | 106.6 | $ 104.2 | |
Distribution and license agreements and supply agreements | |||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Gross | 69.4 | 69.4 | 74.8 | ||
Accumulated Amortization | 51.7 | 51.7 | 55.4 | ||
Developed product technology, formulations, and product rights | |||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Gross | 302 | 302 | 303.3 | ||
Accumulated Amortization | 184.5 | 184.5 | 177.3 | ||
Customer relationships and distribution networks | |||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Gross | 1,877.9 | 1,877.9 | 1,920.5 | ||
Accumulated Amortization | 863.7 | 863.7 | 823.7 | ||
Trademarks, trade names, and brands | |||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Gross | 1,534 | 1,534 | 1,581.5 | ||
Accumulated Amortization | 369.6 | 369.6 | 342.2 | ||
Non-compete agreements | |||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Gross | 2.1 | 2.1 | 2.9 | ||
Accumulated Amortization | 2.1 | 2.1 | 2.9 | ||
Trademarks, trade names, and brands | |||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Indefinite-lived intangibles: | 3.6 | 3.6 | 4.3 | ||
In-process research and development | |||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||||
Indefinite-lived intangibles: | $ 2.7 | $ 2.7 | $ 2.7 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 607.5 | $ 574.1 |
Work in process | 241 | 220.4 |
Raw materials | 267.4 | 264.9 |
Total inventories | $ 1,115.9 | $ 1,059.4 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments at Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jul. 03, 2021 | Dec. 31, 2020 | |
Assets Held for Sale | Latin America Business | ||
Liabilities: | ||
Total impairment charge | $ 158.6 | |
Measured at fair value on a recurring basis | Level 1 | ||
Assets: | ||
Investment securities | 1.6 | $ 2.5 |
Foreign currency forward contracts | 0 | 0 |
Cross-currency swap | 0 | 0 |
Total assets | 1.6 | 2.5 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Total liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 2 | ||
Assets: | ||
Investment securities | 0 | 0 |
Foreign currency forward contracts | 5.7 | 9.8 |
Cross-currency swap | 4.2 | 6.3 |
Total assets | 9.9 | 16.1 |
Liabilities: | ||
Foreign currency forward contracts | 2.7 | 7.9 |
Total liabilities | 2.7 | 7.9 |
Measured at fair value on a recurring basis | Level 3 | ||
Assets: | ||
Investment securities | 0 | 0 |
Foreign currency forward contracts | 0 | 0 |
Cross-currency swap | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Total liabilities | 0 | 0 |
Measured at fair value on a non-recurring basis | Level 1 | ||
Assets: | ||
Assets held-for-sale, net | 0 | 0 |
Total assets | 0 | 0 |
Measured at fair value on a non-recurring basis | Level 2 | ||
Assets: | ||
Assets held-for-sale, net | 0 | 0 |
Total assets | 0 | 0 |
Measured at fair value on a non-recurring basis | Level 3 | ||
Assets: | ||
Assets held-for-sale, net | 1,621 | 0 |
Total assets | $ 1,621 | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 Assets and Liabilities (Details) - Royalty Pharma Contingent Milestone Payments - Measured on a recurring basis - Level 3 - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 27, 2020 | Jun. 27, 2020 | |
Royalty Pharma Contingent Milestone Payments | ||
Beginning balance | $ 96.9 | $ 95.3 |
Change in fair value | 2.1 | 3.7 |
Ending balance | $ 99 | $ 99 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 27, 2020 | Jun. 27, 2020 | Dec. 31, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | |
Royalty Pharma Contingent Milestone Payments | Measured on a recurring basis | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Increase (decrease) in fair value of milestone payment | $ 2.1 | $ 3.7 | |||
Estimated fair valued contingent milestone payment | $ 99 | $ 99 | $ 0 | $ 96.9 | $ 95.3 |
Royalty Pharma | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Volatility | 37.50% | ||||
Rate of return | 6.91% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fixed Rate Long-term Debt (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public bonds | $ 2,920.2 | $ 2,924.9 |
Public Bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public bonds | 2,946.3 | 3,031.1 |
Private placement note | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private placement note | 172 | 177.5 |
Reported Value Measurement | Public Bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public bonds | 2,760 | 2,760 |
Reported Value Measurement | Private placement note | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private placement note | $ 160.2 | $ 164.9 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Other (income) expense, net | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity securities, fair value method, other expense (income) | $ 0.9 | $ (0.4) | $ 0.9 | $ 2.5 | |
Equity securities, equity method, other expense (income) | 0 | $ (0.8) | 0.7 | $ (1.5) | |
Prepaid expenses and other current assets | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity securities, fair value method | 1.6 | 1.6 | $ 2.5 | ||
Other non-current assets | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity securities, fair value method | 1.7 | 1.7 | 1.9 | ||
Equity securities, equity method, other non-current assets | $ 69.1 | $ 69.1 | $ 69.8 |
Discontinued Operations (Detail
Discontinued Operations (Details) - RX - Discontinued Operations, Disposed of by Sale - USD ($) | Jul. 06, 2021 | Jul. 03, 2021 | Jul. 03, 2021 |
Discontinued Operations | |||
Separation costs | $ 2,400,000 | $ 11,700,000 | |
Subsequent Event | |||
Discontinued Operations | |||
Total consideration | $ 1,550,000,000 | ||
Potential R&D milestone payments and contingent purchase obligations assumed by purchaser | $ 53,000,000 | ||
Transition service period | 24 months | ||
Supply agreement term | 4 years | ||
Supply agreement, extension period | 7 years | ||
Aggregate cap on buyer's obligation for certain pre-closing liabilities (percent) | 50.00% | ||
Aggregate cap on buyer's obligation for certain pre-closing liabilities | $ 50,000,000 |
Discontinued Operations - Resul
Discontinued Operations - Results of Discontinued Operations (Details) - Discontinued Operations, Disposed of by Sale - RX - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | $ 204.5 | $ 270.4 | $ 404.5 | $ 528.1 |
Cost of sales | 119.9 | 180.6 | 258.2 | 346.4 |
Gross profit | 84.6 | 89.8 | 146.3 | 181.7 |
Distribution | 2.8 | 3.8 | 6.1 | 7.8 |
Research and development | 17.3 | 16.4 | 30.6 | 30.1 |
Selling | 8.8 | 7.4 | 16.2 | 14.7 |
Administration | 12.4 | 8.1 | 30.6 | 14.5 |
Restructuring | 0 | 0.4 | 0 | 0.4 |
Other operating expense (income) | 0.5 | (0.9) | (0.4) | 0.2 |
Total operating expenses | 41.8 | 35.2 | 83.1 | 67.7 |
Operating income (loss) | 42.8 | 54.6 | 63.2 | 114 |
Interest expense, net | 0.2 | 1.1 | 0.8 | 2.5 |
Other (income) expense, net | (0.2) | (2.9) | (1.7) | (2.1) |
Income before income taxes | 42.8 | 56.4 | 64.1 | 113.6 |
Income tax expense (benefit) | (11.4) | 8.2 | (25.4) | 16.7 |
Income from discontinued operations, net of tax | $ 54.2 | $ 48.2 | $ 89.5 | $ 96.9 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flow Information (Details) - Discontinued Operations, Disposed of by Sale - RX - USD ($) $ in Millions | Mar. 08, 2021 | Dec. 31, 2020 | Jul. 03, 2021 | Jun. 27, 2020 |
Cash flows from discontinued operations operating activities: | ||||
Depreciation and amortization | $ 15.3 | $ 48.2 | ||
Cash flows from discontinued operations investing activities: | ||||
Asset acquisitions | $ (53.3) | $ (16.4) | (69.7) | (0.1) |
Additions to property, plant and equipment | $ (6.1) | $ (5.6) |
Discontinued Operations - Addit
Discontinued Operations - Additional Cash Flow Information (Details) $ in Millions | Mar. 08, 2021USD ($) | Dec. 31, 2020USD ($) | May 15, 2015brand | Jul. 03, 2021USD ($) | Jun. 27, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of ANDAs acquired | brand | 2 | ||||
Discontinued Operations, Disposed of by Sale | RX | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Asset acquisitions | $ | $ 53.3 | $ 16.4 | $ 69.7 | $ 0.1 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 | Jun. 27, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash and cash equivalents | $ 18.5 | $ 10 | $ 18.7 | $ 9.8 |
Current assets held for sale | 2,089.3 | 666.9 | ||
Non-current assets held for sale | 0 | 1,364 | ||
Current liabilities held for sale | 468.3 | 419.6 | ||
Non-current liabilities held for sale | 0 | 108.3 | ||
Discontinued Operations, Disposed of by Sale | RX | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash and cash equivalents | 9.3 | 10 | ||
Accounts receivable, net of allowance for credit losses of $1.0 and $1.1, respectively | 496.4 | 460.7 | ||
Inventories | 143.4 | 140.8 | ||
Prepaid expenses and other current assets | 21.4 | 55.4 | ||
Current assets held for sale | 666.9 | |||
Property, plant and equipment, net | 133.3 | 131.4 | ||
Operating lease assets | 30 | 31.3 | ||
Goodwill and indefinite-lived intangible assets | 680 | 681.2 | ||
Definite-lived intangible assets, net | 532.9 | 492.8 | ||
Deferred income taxes | 4.2 | 3.6 | ||
Other non-current assets | 22.6 | 23.7 | ||
Non-current assets held for sale | 1,364 | |||
Total assets held for sale | 2,073.5 | 2,030.9 | ||
Accounts payable | 91.6 | 92.2 | ||
Payroll and related taxes | 14.1 | 22.3 | ||
Accrued customer programs | 235.6 | 237.4 | ||
Other accrued liabilities | 27.4 | 67.2 | ||
Current indebtedness | 0.5 | 0.5 | ||
Current liabilities held for sale | 419.6 | |||
Long-term debt, less current portion | 0.4 | 0.7 | ||
Deferred income taxes | 3.2 | 3.1 | ||
Other non-current liabilities | 64.6 | 104.5 | ||
Non-current liabilities held for sale | 108.3 | |||
Total liabilities held for sale | 437.5 | 527.9 | ||
Allowance for credit losses | 1 | 1.1 | ||
Accrued income taxes | $ 0.1 | $ 0 |
Discontinued Operations and D_2
Discontinued Operations and Disposal Groups (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jul. 03, 2021 | Dec. 31, 2020 | |
CSCA | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accumulated impairments | $ 6.1 | $ 0 |
Assets Held for Sale | Mexico and Brazil-based Over-the-counter Businesses | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair value impairment charge | 152.5 | |
Total impairment charge | 158.6 | |
Assets Held for Sale | Mexico and Brazil-based Over-the-counter Businesses | Current Assets Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 15.8 | |
Assets Held for Sale | Mexico and Brazil-based Over-the-counter Businesses | Current Liabilities Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Liabilities held for sale | $ 30.8 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) € in Millions, $ in Millions | 6 Months Ended | ||
Jul. 03, 2021EUR (€) | Jul. 03, 2021USD ($) | Dec. 31, 2020USD ($) | |
Cross-currency swap | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | € 450 | $ 498 | |
Foreign currency forward contracts | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 619.7 | $ 867.7 | |
Maximum remaining maturity of foreign currency derivatives | 60 months | ||
Foreign currency forward contracts | European Euro (EUR) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 209.3 | 312.6 | |
Foreign currency forward contracts | British Pound (GBP) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 104.4 | 92.3 | |
Foreign currency forward contracts | Israeli Shekel (ILS) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 71.6 | 94.4 | |
Foreign currency forward contracts | Danish Krone (DKK) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 44.7 | 65.2 | |
Foreign currency forward contracts | Swedish Krona (SEK) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 42.2 | 41.2 | |
Foreign currency forward contracts | Chinese Yuan (CNY) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 41.5 | 49.1 | |
Foreign currency forward contracts | United States Dollar (USD) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 26.3 | 101.5 | |
Foreign currency forward contracts | Canadian Dollar (CAD) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 23.3 | 36.8 | |
Foreign currency forward contracts | Polish Zloty (PLZ) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 22.2 | 21.8 | |
Foreign currency forward contracts | Norwegian Krone (NOK) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 10.5 | 7.8 | |
Foreign currency forward contracts | Romanian New Leu (RON) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 5.7 | 3.6 | |
Foreign currency forward contracts | Switzerland Franc (CHF) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 5.1 | 8.2 | |
Foreign currency forward contracts | Australian Dollar (AUD) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 5 | 11.3 | |
Foreign currency forward contracts | Turkish Lira (TRY) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 4.3 | 4 | |
Foreign currency forward contracts | Mexican Peso (MPX) | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | 1 | 15.6 | |
Foreign currency forward contracts | Other | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Notional amount of derivatives | $ 2.6 | $ 2.3 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Designated derivatives: | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 9.6 | $ 11.8 |
Designated derivatives: | Prepaid expenses and other current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 5.1 | 5 |
Designated derivatives: | Other non-current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.3 | 0.5 |
Designated derivatives: | Other non-current assets | Cross-currency swap | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 4.2 | 6.3 |
Designated derivatives: | Other accrued liabilities | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0.9 | 5.5 |
Non-designated derivatives: | Prepaid expenses and other current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.3 | 4.3 |
Non-designated derivatives: | Other accrued liabilities | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 1.8 | $ 2.4 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Effect of Cash Flow Hedges Included in AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | $ 1.1 | $ 0.5 | $ (1.2) | $ 9.8 |
Amount of Gain/(Loss) Reclassified from AOCI into Earnings | (0.5) | (0.1) | 0 | (2) |
Gain (Loss) from Components Excluded from Assessment of Cash Flow Hedge Effectiveness, Net | 0.8 | 0.3 | 0.9 | 0.7 |
Foreign Currency Cash Flow Hedge Loss to be Reclassified During Next 12 Months | 8.9 | 8.9 | ||
Interest expense, net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain or (loss) reclassified from AOCI into earnings - Foreign currency forward contracts | 0 | 0 | 0 | 0 |
Gain (Loss) on Components Excluded from Assessment of Interest Rate Cash Flow Hedge Effectiveness | 0 | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 | 0 |
Net Sales | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain or (loss) reclassified from AOCI into earnings - Foreign currency forward contracts | (1) | 0.3 | (1.9) | (0.1) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 | 0 |
Cost of sales | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain or (loss) reclassified from AOCI into earnings - Foreign currency forward contracts | 0.9 | 0.1 | 2.8 | (1) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0.4 | 0.3 | 0.5 | 0.7 |
Interest Rate Swap | Interest expense, net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | 0 | 0 | 0 | 0 |
Amount of gain or (loss) reclassified from AOCI into earnings - Interest rate swap agreements | (0.4) | (0.5) | (0.9) | (0.9) |
Interest Rate Swap | Net Sales | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain or (loss) reclassified from AOCI into earnings - Interest rate swap agreements | 0 | 0 | 0 | 0 |
Interest Rate Swap | Cost of sales | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain or (loss) reclassified from AOCI into earnings - Interest rate swap agreements | 0 | 0 | 0 | 0 |
Foreign currency forward contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | 1.1 | 0.5 | (1.2) | 9.8 |
Cross-currency swap | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain/(Loss) Recorded in OCI, Net investment hedges | (1.5) | (3.3) | (2) | (18.3) |
Cross-currency swap | Interest expense, net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $ (1.1) | $ 1.8 | $ (2.2) | $ 4.6 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Non-designated Derivatives (Details) - Non-designated derivatives: - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) Recognized against Earnings | $ (2.7) | $ (5.9) | $ (5) | $ 1.2 |
Foreign currency forward contracts | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) Recognized against Earnings | (3.1) | (7) | (5.9) | (0.2) |
Foreign currency forward contracts | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) Recognized against Earnings | $ 0.4 | $ 1.1 | $ 0.9 | $ 1.4 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Classification of Gain (Loss) of Cash Flow And Fair Value Hedging Relationships (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net sales | $ 981.1 | $ 948.8 | $ 1,991.1 | $ 2,032 |
Cost of sales | 632.1 | 601.6 | 1,273.7 | 1,291.1 |
Interest expense, net | 31.6 | 32.2 | 63.6 | 61.1 |
Other (income) expense, net | (0.4) | 17.1 | 1.9 | 18.8 |
Net Sales | ||||
Foreign currency forward contracts | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | (1) | 0.3 | (1.9) | (0.1) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 | 0 |
Cost of sales | ||||
Foreign currency forward contracts | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | 0.9 | 0.1 | 2.8 | (1) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0.4 | 0.3 | 0.5 | 0.7 |
Interest expense, net | ||||
Foreign currency forward contracts | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 | 0 | 0 |
Other (income) expense, net | ||||
Foreign currency forward contracts | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0.4 | 0 | 0.4 | 0 |
Interest Rate Swap | Net Sales | ||||
Interest rate swap agreements | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 | 0 |
Interest Rate Swap | Cost of sales | ||||
Interest rate swap agreements | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 | 0 | 0 |
Interest Rate Swap | Interest expense, net | ||||
Interest rate swap agreements | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | (0.4) | (0.5) | (0.9) | (0.9) |
Interest Rate Swap | Other (income) expense, net | ||||
Interest rate swap agreements | ||||
Amount of gain or (loss) reclassified from AOCI into earnings | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 171.3 | $ 154.7 |
Finance leases | 31 | 29.8 |
Right-of-Use Asset | 202.3 | 184.5 |
Operating lease liability, current | 27.9 | 28.3 |
Finance lease liability, current | 5.2 | 6.7 |
Operating lease liability, noncurrent | 149.6 | 132.5 |
Finance lease liability, noncurrent | 23.3 | 20.2 |
Present value of lease liabilities | 206 | 187.7 |
Total operating lease liabilities | 177.5 | 160.8 |
Total finance lease liabilities | $ 28.5 | $ 26.9 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:DebtCurrent | us-gaap:DebtCurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, less current portion | Long-term debt, less current portion |
Unallocated | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 40.9 | $ 44.4 |
Finance leases | 6.3 | 7.2 |
Total operating lease liabilities | 45.6 | 49.8 |
Total finance lease liabilities | 6.5 | 7.4 |
CSCA | Operating Segments | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 98.1 | 75.9 |
Finance leases | 16.1 | 16.7 |
Total operating lease liabilities | 98.2 | 75.8 |
Total finance lease liabilities | 16.6 | 17 |
CSCI | Operating Segments | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 32.3 | 34.4 |
Finance leases | 8.6 | 5.9 |
Total operating lease liabilities | 33.7 | 35.2 |
Total finance lease liabilities | $ 5.4 | $ 2.5 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||||
Operating leases | $ 9.8 | $ 8.5 | $ 19.7 | $ 18.1 |
Finance leases | ||||
Amortization | 1.5 | 1 | 3 | 2 |
Interest | 0.2 | 0.2 | 0.4 | 0.4 |
Total finance leases | $ 1.7 | $ 1.2 | $ 3.4 | $ 2.4 |
Leases - Annual Future Maturiti
Leases - Annual Future Maturities of Leases (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 | $ 16.5 | |
2022 | 28 | |
2023 | 20.7 | |
2024 | 17.6 | |
2025 | 15.7 | |
After 2025 | 106.9 | |
Total lease payments | 205.4 | |
Less: Interest | 27.9 | |
Present value of lease liabilities | 177.5 | $ 160.8 |
Finance Leases | ||
2021 | 3 | |
2022 | 5.5 | |
2023 | 3.9 | |
2024 | 2.4 | |
2025 | 2.2 | |
After 2025 | 15.9 | |
Total lease payments | 32.9 | |
Less: Interest | 4.4 | |
Present value of lease liabilities | 28.5 | 26.9 |
Total | ||
2021 | 19.5 | |
2022 | 33.5 | |
2023 | 24.6 | |
2024 | 20 | |
2025 | 17.9 | |
After 2025 | 122.8 | |
Total lease payments | 238.3 | |
Less: Interest | 32.3 | |
Present value of lease liabilities | $ 206 | $ 187.7 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Terms and Discount Rates (Details) | Jul. 03, 2021 | Jun. 27, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term - Operating leases | 11 years 7 months 2 days | 6 years 3 months 21 days |
Weighted-average lease term - Finance leases | 9 years 2 months 26 days | 9 years 10 months 20 days |
Weighted-average discount rate - Operating lease (percent) | 2.71% | 3.73% |
Weighted-average discount rate - Finance lease (percent) | 2.76% | 3.39% |
Leases - Lease Cash Flow Classi
Leases - Lease Cash Flow Classifications (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 18.2 | $ 17.3 |
Operating cash flows for finance leases | 0.4 | 0.4 |
Financing cash flows for finance leases | 2.6 | 1.9 |
Leased assets obtained in exchange for new finance lease liabilities | 4.4 | 2.2 |
Leased assets obtained in exchange for new operating lease liabilities | $ 34.9 | $ 22.3 |
Indebtedness - Schedule of Borr
Indebtedness - Schedule of Borrowings Outstanding (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jul. 03, 2021 | Dec. 31, 2020 | Jun. 19, 2020 | ||
Debt Instrument [Line Items] | ||||
Notes and Bonds | $ 2,920.2 | $ 2,924.9 | ||
Other financing | 53.4 | 57.4 | ||
Unamortized premium (discount), net | (2.1) | (0.3) | ||
Deferred financing fees | (15.6) | (17.1) | ||
Total borrowings outstanding | 3,555.9 | 3,564.9 | ||
Current indebtedness | (630.1) | (37.3) | ||
Long-term debt, less current portion | 2,925.8 | 3,527.6 | ||
2019 Term loan due August 15, 2022 | ||||
Debt Instrument [Line Items] | ||||
Term loans | $ 600 | 600 | ||
5.105% Senior note due July 28, 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 5.105% | |||
Series | [1] | July 28, 2023(1) | ||
Notes and Bonds | $ 160.2 | 164.9 | ||
4.00% unsecured senior notes due November 15, 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 4.00% | |||
Series | November 15, 2023 | |||
Notes and Bonds | $ 215.6 | 215.6 | ||
3.9% senior note due December 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 3.90% | |||
Series | December 15, 2024 | |||
Notes and Bonds | $ 700 | 700 | ||
4.375% senior note due March 15, 2026 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 4.375% | |||
Series | March 15, 2026 | |||
Notes and Bonds | $ 700 | 700 | ||
3.150% Senior Notes due June 15, 2030 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 3.15% | 3.15% | ||
Series | June 15, 2030 | |||
Notes and Bonds | $ 750 | 750 | ||
5.30% unsecured senior notes due November 15, 2043 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 5.30% | |||
Series | November 15, 2043 | |||
Notes and Bonds | $ 90.5 | 90.5 | ||
4.9% senior notes due December 15, 2044 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 4.90% | |||
Series | December 15, 2044 | |||
Notes and Bonds | $ 303.9 | $ 303.9 | ||
[1] | Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate. |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) | Jun. 19, 2021USD ($) | Jun. 07, 2021USD ($) | Dec. 08, 2020USD ($) | Jul. 06, 2020USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 03, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 19, 2020USD ($) | Jun. 17, 2020USD ($)promissoryNote | Aug. 15, 2019USD ($) | Mar. 08, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Outstanding balance | $ 0 | $ 0 | ||||||||||
Kazmira, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Promissory notes | $ 34,300,000 | |||||||||||
Number of promissory notes | promissoryNote | 2 | |||||||||||
2018 Revolver due March 8, 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt | $ 1,000,000,000 | |||||||||||
Borrowings on line of credit | $ 0 | $ 0 | ||||||||||
2019 Term loan due August 15, 2022 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt | $ 600,000,000 | |||||||||||
Maximum leverage ratio | 375.00% | |||||||||||
2019 Term loan due August 15, 2022 | Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum leverage ratio | 375.00% | 575.00% | ||||||||||
Maximum leverage ratio, subject to consummation of qualifying acquisitions | 4 | |||||||||||
3.150% Senior Notes due June 15, 2030 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt | $ 750,000,000 | |||||||||||
Interest rate, stated percentage | 3.15% | 3.15% | ||||||||||
Net proceeds from issuance of senior notes | $ 737,100,000 | |||||||||||
3.500% Unsecured Senior notes due March 15, 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate, stated percentage | 3.50% | |||||||||||
Debt repaid | $ 280,400,000 | |||||||||||
3.500% Senior note due December 15, 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate, stated percentage | 3.50% | |||||||||||
Debt repaid | $ 309,600,000 | |||||||||||
Note due November 2020 | Kazmira, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt repaid | $ 3,700,000 | |||||||||||
Promissory notes | $ 3,700,000 | |||||||||||
Note due May 2021 | Kazmira, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt repaid | $ 5,800,000 | |||||||||||
Promissory notes | 5,800,000 | |||||||||||
Note due November 2021 | Kazmira, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Promissory notes | $ 24,800,000 |
Earnings Per Share and Shareh_3
Earnings Per Share and Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 03, 2021 | Apr. 03, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Oct. 31, 2018 | |
Numerator: | |||||||
Income (loss) from continuing operations | $ (111,900,000) | $ 12,400,000 | $ (109,100,000) | $ 70,100,000 | |||
Income from discontinued operations, net of tax | 54,200,000 | 48,200,000 | 89,500,000 | 96,900,000 | |||
Net income (loss) | $ (57,700,000) | $ 38,100,000 | $ 60,600,000 | $ 106,400,000 | $ (19,600,000) | $ 167,000,000 | |
Denominator: | |||||||
Weighted average shares outstanding for basic EPS (in shares) | 133,600,000 | 136,400,000 | 133,400,000 | 136,300,000 | |||
Dilutive effect of share-based awards (in shares) | 0 | 1,100,000 | 0 | 1,000,000 | |||
Weighted average shares outstanding for diluted EPS (in shares) | 133,600,000 | 137,500,000 | 133,400,000 | 137,300,000 | |||
Anti-dilutive share-based awards excluded from computation of diluted EPS (shares) | 0 | 1,500,000 | 0 | 1,500,000 | |||
Stock repurchase program, authorized amount | $ 1,000,000,000 | ||||||
Repurchases of ordinary shares (shares) | 0 | 0 | 0 | 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2021 | Apr. 03, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Balance, beginning | $ 5,558 | $ 5,655.1 | $ 5,786.4 | $ 5,803.8 | $ 5,655.1 | $ 5,803.8 |
OCI before reclassifications | (87.9) | |||||
Amounts reclassified from AOCI | 0 | |||||
Other comprehensive income (loss), net of tax | 30.4 | (118.3) | 84.8 | (103.5) | (87.9) | (18.7) |
Balance, ending | 5,511.1 | 5,558 | 5,910.4 | 5,786.4 | 5,511.1 | 5,910.4 |
Fair Value of Derivative Financial Instruments, net of tax | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Balance, beginning | (0.7) | (0.7) | ||||
OCI before reclassifications | (7.3) | |||||
Amounts reclassified from AOCI | 0 | |||||
Other comprehensive income (loss), net of tax | (7.3) | |||||
Balance, ending | (8) | (8) | ||||
Foreign Currency Translation Adjustments | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Balance, beginning | 407.3 | 407.3 | ||||
OCI before reclassifications | (79.1) | |||||
Amounts reclassified from AOCI | 0 | |||||
Other comprehensive income (loss), net of tax | (79.1) | |||||
Balance, ending | 328.2 | 328.2 | ||||
Post-Retirement and Pension Liability Adjustments, net of tax | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Balance, beginning | (11.6) | (11.6) | ||||
OCI before reclassifications | (1.5) | |||||
Amounts reclassified from AOCI | 0 | |||||
Other comprehensive income (loss), net of tax | (1.5) | |||||
Balance, ending | (13.1) | (13.1) | ||||
Total AOCI | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Balance, beginning | 276.7 | 395 | 35.9 | 139.4 | 395 | 139.4 |
Other comprehensive income (loss), net of tax | 30.4 | (118.3) | 84.8 | (103.5) | ||
Balance, ending | $ 307.1 | $ 276.7 | $ 120.7 | $ 35.9 | $ 307.1 | $ 120.7 |
Income Taxes (Details)
Income Taxes (Details) € in Millions, $ in Millions | Jul. 09, 2021USD ($) | May 03, 2021 | Feb. 26, 2021USD ($) | Jan. 13, 2021USD ($) | Dec. 19, 2020USD ($) | May 07, 2020USD ($) | Aug. 15, 2017USD ($) | Jul. 03, 2021USD ($) | Jun. 27, 2020 | Jul. 03, 2021USD ($)year | Jun. 27, 2020 | Dec. 31, 2020USD ($) | Dec. 31, 2013 | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Jul. 09, 2021EUR (€) | Dec. 29, 2020USD ($) | Apr. 26, 2019USD ($) | Nov. 29, 2018EUR (€) |
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Effective income tax rate reconciliation, percent | 28.80% | 19.70% | 22.10% | 3.90% | |||||||||||||||||
Income tax examination, penalties and interest expense | $ 134.1 | $ 24.7 | $ 40.1 | $ 41.8 | $ 27.5 | ||||||||||||||||
Cumulative deferred charge related to tax litigation | $ 111.6 | $ 111.6 | |||||||||||||||||||
Royalty conceded on all omeprazole sales as a percent of refund claims (percent) | 5.24% | ||||||||||||||||||||
IRS Notice of Proposed Audit Adjustment from 2013, 2014 and 2015 | $ 141.6 | ||||||||||||||||||||
IRS Notice of Proposed Audit Adjustment for ANDA from 2013, 2014 and 2015 | 21.9 | ||||||||||||||||||||
Income tax examination, debts subject to limit of deductibility of interest expense | 7,500 | ||||||||||||||||||||
Interest rate cap on debts for U.S. Federal tax purposes, as percent of Applicable Federal Rate | 130.00% | ||||||||||||||||||||
Income tax examination, reduction in blended interest rate due to cap for U.S. Federal tax purposes | 4.00% | ||||||||||||||||||||
IRS notice of proposed audit adjustment to reduce deductible interest expense for fiscal years 2014 and 2015 | $ 414.7 | ||||||||||||||||||||
Interest rate cap on debts for U.S. Federal tax purposes, as percent of Applicable Federal Rate, no longer pursued | 130.00% | ||||||||||||||||||||
IRS notice of proposed audit adjustment, increase to gross sales revenue for the 2013, 2014 and 2015 tax years | $ 99.5 | ||||||||||||||||||||
IRS notice of proposed adjustment amount from 2011,2012 and 2013 audit of Athena, including penalty | $ 843 | ||||||||||||||||||||
IRS notice of proposed adjustment, penalty (percent) | 40.00% | ||||||||||||||||||||
Tax Years 2013 - 2015 | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Income tax examination, estimate of additional tax expense, excluding interest and penalties | $ 18 | ||||||||||||||||||||
Tax Year 2020 | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Income tax examination, estimate of additional tax expense, excluding interest and penalties | $ 7 | ||||||||||||||||||||
Internal Revenue Service (IRS) | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Income tax examination, number of taxable years | year | 4 | ||||||||||||||||||||
Revenue Commissioners, Ireland | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Irish Revenue notice of amended assessment unsettled assessed audit liability | € | € 1,643 | ||||||||||||||||||||
Irish Revenue proposed tax rate on net chargeable gain realized (percent) | 33.00% | ||||||||||||||||||||
Irish Revenue tax rate applied to trading income (percent) | 12.50% | ||||||||||||||||||||
Unsettled audit assessment from income tax examination | € | € 1,636 | ||||||||||||||||||||
Revenue Commissioners, Ireland | Subsequent Event | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Income tax examination, estimate of additional tax expense, excluding interest and penalties | $ 1,000 | ||||||||||||||||||||
Irish Revenue, potential reduction in tax assessment | € | € 660 | ||||||||||||||||||||
Israel Tax Authority | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Income tax examination, number of taxable years | year | 5 | ||||||||||||||||||||
Unsettled audit assessment from income tax examination | $ 63.8 | ||||||||||||||||||||
Income tax examination, taxes paid | $ 19 | ||||||||||||||||||||
Income tax examination, offset for tax refunds | 17.2 | ||||||||||||||||||||
Payment to resolve tax liability indemnity | 12.5 | ||||||||||||||||||||
Reduction in liability recorded for uncertain tax positions | $ 38.3 | $ 38.3 | |||||||||||||||||||
Minimum | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Income tax examination, estimate of additional tax expense, excluding interest and penalties | 24 | ||||||||||||||||||||
Maximum | |||||||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||||||
Income tax examination, estimate of additional tax expense, excluding interest and penalties | $ 112 |
Contingencies (Details)
Contingencies (Details) $ in Millions, ₪ in Billions | Jul. 13, 2021complainttenderlawsuit | May 31, 2019individual | Jan. 16, 2019defendantgenericPrescriptionPharmaceutical | Jun. 28, 2017USD ($)genericPrescriptionPharmaceuticalindividualcase$ / ₪ | Jun. 28, 2017ILS (₪)genericPrescriptionPharmaceuticalindividualcase$ / ₪ | Sep. 30, 2020lawsuit | Mar. 28, 2020case | Jul. 03, 2021USD ($)caseindividualcomplaintdefendantappealgenericPrescriptionPharmaceuticalclaimretailerclasslawsuit | Dec. 31, 2018casebrand | Dec. 31, 2017USD ($)case | May 31, 2021policyPeriod | Dec. 31, 2020USD ($) | Dec. 15, 2020manufacturerbrandpharmaceuticalCompany | Dec. 14, 2020manufacturer | Dec. 11, 2020manufacturer | Sep. 26, 2020manufacturer | Sep. 04, 2020manufacturer | Aug. 27, 2020manufacturer | Jul. 14, 2020brandmanufacturercase | Jul. 09, 2020pharmaceuticalCompany | Jun. 10, 2020employeeplaintiffGrouppharmaceuticalProductmanufacturer | Jun. 09, 2020manufacturer | May 31, 2020healthPlanindividualmanufacturer | Mar. 01, 2020defendant | Dec. 27, 2019defendant | Dec. 23, 2019defendant | Dec. 16, 2019defendant | Dec. 11, 2019defendant | Nov. 14, 2019class | Jul. 18, 2019manufacturerindividualhealthPlan | Apr. 30, 2019genericPrescriptionPharmaceuticalpharmaceuticalProductmanufacturer | Dec. 21, 2018genericPrescriptionPharmaceuticalmanufacturer | Aug. 03, 2018manufacturergenericPrescriptionPharmaceutical | Jul. 31, 2018individual | Jan. 22, 2018manufacturergenericPrescriptionPharmaceuticalsupermarket | Jun. 30, 2017case | Jun. 21, 2017genericPrescriptionPharmaceuticalindividualclass |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of putative classes | class | 3 | 3 | 3 | ||||||||||||||||||||||||||||||||||
Number of sets of class action complaints | complaint | 2 | ||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | ||||||||||||||||||||||||||||||||||||
Number of individuals | individual | 11 | ||||||||||||||||||||||||||||||||||||
Number of current or former directors and officers | individual | 11 | ||||||||||||||||||||||||||||||||||||
Loss accrual for litigation contingencies | $ | $ 65 | ||||||||||||||||||||||||||||||||||||
Insurance recovery receivable | $ | 56.2 | ||||||||||||||||||||||||||||||||||||
Insurance coverage available to defend and satisfy judgments, number of policy periods | policyPeriod | 1 | ||||||||||||||||||||||||||||||||||||
Level 3 | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Guaranty liability | $ | $ 0.6 | $ 13.8 | $ 13.2 | ||||||||||||||||||||||||||||||||||
States' May 2019 Case Alleging Conspiracy (which does not Name Perrigo a Defendant) | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of products included in expedited cases | brand | 120 | ||||||||||||||||||||||||||||||||||||
Number of manufacturers | 35 | ||||||||||||||||||||||||||||||||||||
Overarching Conspiracy Class Actions | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 27 | ||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 135 | ||||||||||||||||||||||||||||||||||||
Number of formulations of products manufactured by the Company | genericPrescriptionPharmaceutical | 2 | ||||||||||||||||||||||||||||||||||||
Number of products manufactured by the Company | pharmaceuticalProduct | 1 | ||||||||||||||||||||||||||||||||||||
Number of cases included in expedited schedule | case | 0 | ||||||||||||||||||||||||||||||||||||
Price-Fixing Lawsuit, Supermarket Chains | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 45 | 35 | |||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 31 | ||||||||||||||||||||||||||||||||||||
Number of supermarket chains | supermarket | 3 | ||||||||||||||||||||||||||||||||||||
Price-Fixing Lawsuit, Supermarket Chains, Amended Complaint | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 39 | ||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 33 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Managed Care Organization | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 27 | ||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 17 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Health Insurance Carrier | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 25 | ||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 30 | ||||||||||||||||||||||||||||||||||||
Number of defendants | defendant | 30 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Healthcare Service Company | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of co-defendants | defendant | 38 | ||||||||||||||||||||||||||||||||||||
Price-Fixing Lawsuit, Suffolk County of New York | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 35 | ||||||||||||||||||||||||||||||||||||
Price-Fixing Lawsuit, Drug Wholesaler and Distributor | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 39 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Medicare Advantage Claims Recovery Company | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of co-defendants | defendant | 39 | ||||||||||||||||||||||||||||||||||||
Price-Fixing Lawsuit, Drugstore Chain | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 45 | 45 | |||||||||||||||||||||||||||||||||||
Number of products manufactured by the Company | brand | 63 | ||||||||||||||||||||||||||||||||||||
Number of other pharmaceutical companies | pharmaceuticalCompany | 39 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Healthcare Management Organization | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of co-defendants | defendant | 25 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Several Counties in New York | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of other pharmaceutical companies | pharmaceuticalCompany | 45 | ||||||||||||||||||||||||||||||||||||
Number of co-defendants | defendant | 28 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Harris County of Texas | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of co-defendants | defendant | 29 | ||||||||||||||||||||||||||||||||||||
Price-fixing Lawsuit, Health Plans | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 53 | ||||||||||||||||||||||||||||||||||||
Number of health plans | healthPlan | 7 | 87 | |||||||||||||||||||||||||||||||||||
Number of individuals | individual | 17 | 17 | |||||||||||||||||||||||||||||||||||
Number of dozens of manufacturers | 3 | ||||||||||||||||||||||||||||||||||||
State Attorney General Complaint | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 35 | ||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | pharmaceuticalProduct | 80 | ||||||||||||||||||||||||||||||||||||
Number of additional states and territories | plaintiffGroup | 50 | ||||||||||||||||||||||||||||||||||||
Number of former employees | employee | 1 | ||||||||||||||||||||||||||||||||||||
Number of current employees | employee | 1 | ||||||||||||||||||||||||||||||||||||
Canadian Class Action Complaint | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of manufacturers | 29 | ||||||||||||||||||||||||||||||||||||
Highfields Capital I LP, et al. v. Perrigo Company plc, et al. | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of cases alleging only state law claims | lawsuit | 1 | ||||||||||||||||||||||||||||||||||||
Carmignac, First Manhattan and Similar Cases | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of cases with similar factual allegations | case | 7 | ||||||||||||||||||||||||||||||||||||
First Manhattan and Similar Cases | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | case | 6 | ||||||||||||||||||||||||||||||||||||
Mason Capital, Pentwater and Similar Cases | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | ||||||||||||||||||||||||||||||||||||
Number of cases with similar factual allegations | case | 8 | ||||||||||||||||||||||||||||||||||||
Number of current or former directors and officers | case | 11 | ||||||||||||||||||||||||||||||||||||
Harel Insurance and TIAA-CREF Cases | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | ||||||||||||||||||||||||||||||||||||
Number of individuals | individual | 11 | ||||||||||||||||||||||||||||||||||||
Number of cases with similar factual allegations | case | 2 | ||||||||||||||||||||||||||||||||||||
Number of current or former directors and officers | individual | 13 | ||||||||||||||||||||||||||||||||||||
Number of defendants added | defendant | 2 | ||||||||||||||||||||||||||||||||||||
Number of defendants dismissed without prejudice | individual | 8 | ||||||||||||||||||||||||||||||||||||
Blackrock Global Complaint | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | ||||||||||||||||||||||||||||||||||||
Other Cases Related to Events in 2015-2017 | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of cases with similar factual allegations | case | 1 | ||||||||||||||||||||||||||||||||||||
Number of overlapped cases | case | 3 | ||||||||||||||||||||||||||||||||||||
Israel Elec. Corp. Employees' Educ. Fund v. Perrigo Company plc, et al. | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | 6 | |||||||||||||||||||||||||||||||||||
Number of cases voluntarily dismissed | case | 2 | 2 | |||||||||||||||||||||||||||||||||||
Number of current or former directors and officers | individual | 11 | 11 | |||||||||||||||||||||||||||||||||||
Damages sought by plaintiff | $ 760 | ₪ 2.7 | |||||||||||||||||||||||||||||||||||
Foreign currency exchange rate, remeasurement | $ / ₪ | 0.28 | 0.28 | |||||||||||||||||||||||||||||||||||
Talcum Powder Litigation | Subsequent Event | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of lawsuits | lawsuit | 44 | ||||||||||||||||||||||||||||||||||||
Number of tenders accepted for a portion of the defense costs and liability from a retailer | tender | 1 | ||||||||||||||||||||||||||||||||||||
Ranitidine Litigation | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of master complaints | complaint | 3 | ||||||||||||||||||||||||||||||||||||
Number of master complaints naming the company | complaint | 3 | ||||||||||||||||||||||||||||||||||||
Number of appeals of master complaints | appeal | 1 | ||||||||||||||||||||||||||||||||||||
Number of appeals of personal injury claims | appeal | 2 | ||||||||||||||||||||||||||||||||||||
Ranitidine Litigation | Subsequent Event | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of personal injury lawsuits | complaint | 245 | ||||||||||||||||||||||||||||||||||||
In Israel (Cases Related to Events in 2015-2017) | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of cases | case | 3 | ||||||||||||||||||||||||||||||||||||
Number of cases voluntarily dismissed | case | 1 | 1 | |||||||||||||||||||||||||||||||||||
Number of cases stayed | brand | 1 | ||||||||||||||||||||||||||||||||||||
In the United States (Cases Related to Irish Tax Events) | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of defendants | individual | 3 | ||||||||||||||||||||||||||||||||||||
Number of defendants added | individual | 1 | ||||||||||||||||||||||||||||||||||||
In Israel (Cases Related to Irish Tax Events) | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of cases stayed | case | 2 | ||||||||||||||||||||||||||||||||||||
Acetaminophen Litigation | |||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of lawsuits | lawsuit | 1 | ||||||||||||||||||||||||||||||||||||
Number of claims for indemnification or defense | claim | 16 | ||||||||||||||||||||||||||||||||||||
Number of retailers | retailer | 10 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 6.2 | $ 16 | $ 9.1 | $ 19.5 |
Additional charges | 9 | 0.7 | 10.7 | 0.7 |
Payments | (5.1) | (7.3) | (9.5) | (10.8) |
Non-cash adjustments | 0.1 | 0 | (0.1) | 0 |
Ending balance | $ 10.2 | $ 9.4 | $ 10.2 | $ 9.4 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Assets | $ 11,230.3 | $ 11,230.3 | $ 11,488.4 | ||
Net sales | 981.1 | $ 948.8 | 1,991.1 | $ 2,032 | |
Operating Income (Loss) | (125.9) | 62.7 | (74.6) | 149.1 | |
Intangible Asset Amortization | 53.4 | 51.6 | 106.6 | 104.2 | |
Unallocated | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 0 | 0 | 0 | 0 | |
Operating Income (Loss) | (55.2) | (52.4) | (117) | (113.2) | |
Intangible Asset Amortization | 0 | 0 | 0 | 0 | |
Held-for-sale | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 2,089.3 | 2,089.3 | 2,030.9 | ||
CSCA | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 4,417.1 | 4,417.1 | 4,585.1 | ||
Net sales | 622.3 | 627.7 | 1,262.8 | 1,328.2 | |
CSCA | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 622.3 | 627.7 | 1,262.8 | 1,328.2 | |
Operating Income (Loss) | (72) | 104.6 | 23.6 | 226.7 | |
Intangible Asset Amortization | 12.9 | 13.2 | 25.8 | 27.5 | |
CSCI | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 4,723.9 | 4,723.9 | $ 4,872.4 | ||
Net sales | 358.8 | 321.1 | 728.3 | 703.8 | |
CSCI | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 358.8 | 321.1 | 728.3 | 703.8 | |
Operating Income (Loss) | 1.3 | 10.5 | 18.8 | 35.6 | |
Intangible Asset Amortization | $ 40.5 | $ 38.4 | $ 80.8 | $ 76.7 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jul. 06, 2021USD ($) |
Discontinued Operations, Disposed of by Sale | RX | Subsequent Event | |
Subsequent Event [Line Items] | |
Total consideration | $ 1,550 |