Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 02, 2022 | May 06, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document period end date | Apr. 2, 2022 | |
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 | |
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 | 134,551,671 | |
Entity central index key | 0001585364 | |
Current calendar year end date | --12-31 | |
Document calendar year focus | 2022 | |
Document calendar period focus | FY | |
Amendment flag | false | |
Ordinary Shares, 0.001 Par Value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, €0.001 par value | |
Trading Symbol | PRGO | |
Security Exchange Name | NYSE | |
4.00% unsecured senior notes due November 15, 2023 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.000% Notes due 2023 | |
Trading Symbol | PRGO23 | |
Security Exchange Name | NYSE | |
3.9% senior note due December 15, 2024 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 3.900% Notes due 2024 | |
Trading Symbol | PRGO24 | |
Security Exchange Name | NYSE | |
4.375% senior note due March 15, 2026 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.375% Notes due 2026 | |
Trading Symbol | PRGO26 | |
Security Exchange Name | NYSE | |
3.13% senior note due 2030 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 3.150% Notes due 2030 | |
Trading Symbol | PRGO30 | |
Security Exchange Name | NYSE | |
5.30% unsecured senior notes due November 15, 2043 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 5.300% Notes due 2043 | |
Trading Symbol | PRGO43 | |
Security Exchange Name | NYSE | |
4.9% senior notes due December 15, 2044 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.900% Notes due 2044 | |
Trading Symbol | PRGO44 | |
Security Exchange Name | NYSE |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 1,074.5 | $ 1,010 |
Cost of sales | 736.7 | 641.6 |
Gross profit | 337.8 | 368.4 |
Operating expenses | ||
Distribution | 24.4 | 21.6 |
Research and development | 29.3 | 31.1 |
Selling | 135.6 | 135.5 |
Administration | 122.3 | 127.1 |
Restructuring | 3.6 | 1.7 |
Other operating expense, net | 0.9 | 0 |
Total operating expenses | 316.1 | 317 |
Operating income | 21.7 | 51.4 |
Interest expense, net | 35.8 | 32 |
Other (income) expense, net | (1.1) | 2.4 |
Income (loss) from continuing operations before income taxes | (13) | 17 |
Income tax expense (benefit) | (11.7) | 14.2 |
Income (loss) from continuing operations | (1.3) | 2.8 |
Income (loss) from discontinued operations, net of tax | (1.1) | 35.3 |
Net income (loss) | $ (2.4) | $ 38.1 |
Basic | ||
Continuing operations (in dollars per share) | $ (0.01) | $ 0.02 |
Discontinued operations (in dollars per share) | (0.01) | 0.27 |
Basic earnings (loss) per share (in dollars per share) | (0.02) | 0.29 |
Diluted | ||
Continuing operations (in dollars per share) | (0.01) | 0.02 |
Discontinued operations (in dollars per share) | (0.01) | 0.26 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.02) | $ 0.28 |
Weighted-average shares outstanding | ||
Basic (in shares) | 134 | 133.2 |
Diluted (in shares) | 134 | 134.6 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (2.4) | $ 38.1 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (24.6) | (111.6) |
Change in fair value of derivative financial instruments, net of tax | 10.4 | (6) |
Change in post-retirement and pension liability, net of tax | (6.3) | (0.7) |
Other comprehensive income (loss), net of tax | (20.5) | (118.3) |
Comprehensive income (loss) | $ (22.9) | $ (80.2) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) shares in Millions, $ in Millions | Apr. 02, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 1,965.5 | $ 1,864.9 |
Accounts receivable, net of allowance for credit losses of $7.1 and $7.2, respectively | 679.3 | 652.9 |
Inventories | 1,022.4 | 1,020.2 |
Prepaid expenses and other current assets | 268.3 | 305.8 |
Current assets held for sale | 0 | 16.1 |
Total current assets | 3,935.5 | 3,859.9 |
Property, plant and equipment, net | 846.3 | 864.1 |
Operating lease assets | 195.7 | 166.9 |
Goodwill and indefinite-lived intangible assets | 2,975.9 | 3,004.7 |
Definite-lived intangible assets, net | 2,053.7 | 2,146.1 |
Deferred income taxes | 6.7 | 6.5 |
Other non-current assets | 375.7 | 377.5 |
Total non-current assets | 6,454 | 6,565.8 |
Total assets | 10,389.5 | 10,425.7 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 479.6 | 411.2 |
Payroll and related taxes | 88.6 | 118.5 |
Accrued customer programs | 132.3 | 125.6 |
Other accrued liabilities | 270.8 | 279.4 |
Accrued income taxes | 5.4 | 16.5 |
Current indebtedness | 4.6 | 603.8 |
Current liabilities held for sale | 0 | 32.9 |
Total current liabilities | 981.3 | 1,587.9 |
Long-term debt, less current portion | 3,510.6 | 2,916.7 |
Deferred income taxes | 238.9 | 239.3 |
Other non-current liabilities | 554.2 | 530.1 |
Total non-current liabilities | 4,303.7 | 3,686.1 |
Total liabilities | 5,285 | 5,274 |
Contingencies - Refer to Note 15 | ||
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 | 7,018.9 | 7,043.2 |
Accumulated other comprehensive income | 15 | 35.5 |
Retained earnings (accumulated deficit) | (1,929.4) | (1,927) |
Total shareholders’ equity | 5,104.5 | 5,151.7 |
Total liabilities and shareholders' equity | $ 10,389.5 | $ 10,425.7 |
Supplemental Disclosures of Balance Sheet Information | ||
Preferred shares, issued and outstanding (in shares) | 0 | 0 |
Ordinary shares, issued and outstanding (in shares) | 134.6 | 133.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Millions | Apr. 02, 2022€ / shares | Apr. 02, 2022USD ($)$ / sharesshares | Dec. 31, 2021€ / shares | Dec. 31, 2021USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | ||||
Allowance for credit losses | $ | $ 7.1 | $ 7.2 | ||
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, 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 | 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, 2021 | 133.8 | |||
Balance, beginning at Dec. 31, 2021 | 5,151.7 | $ 7,043.2 | 35.5 | (1,927) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (2.4) | (2.4) | ||
Other comprehensive loss | (20.5) | (20.5) | ||
Restricted stock plan (shares) | 1.2 | |||
Compensation for restricted stock | 26.3 | $ 26.3 | ||
Cash dividends | (34.2) | $ (34.2) | ||
Shares withheld for payment of employees' withholding tax liability (shares) | (0.4) | |||
Shares withheld for payment of employees' withholding tax liability | (16.4) | $ (16.4) | ||
Ending balance (shares) at Apr. 02, 2022 | 134.6 | |||
Balance, ending at Apr. 02, 2022 | $ 5,104.5 | $ 7,018.9 | $ 15 | $ (1,929.4) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends paid (in dollars per share) | $ 0.26 | $ 0.24 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Cash Flows From (For) Operating Activities | ||
Net income (loss) | $ (2.4) | $ 38.1 |
Adjustments to derive cash flows: | ||
Depreciation and amortization | 69.5 | 90.4 |
Loss (Gain) on sale of business | 1.4 | 0 |
Share-based compensation | 26.3 | 25 |
Loss (Gain) on sale of assets | (5.8) | 0 |
Restructuring charges | 3.6 | 1.7 |
Deferred income taxes | 5.1 | (21.9) |
Amortization of debt premium | (0.2) | (0.7) |
Other non-cash adjustments, net | (17.5) | 7.9 |
Subtotal | 80 | 140.5 |
Increase (decrease) in cash due to: | ||
Accounts receivable | (38.1) | (30.3) |
Inventories | (10.5) | (83.2) |
Prepaid expenses | (0.1) | (14.7) |
Accounts payable | 72.6 | 18.5 |
Payroll and related taxes | (31.8) | (45.9) |
Accrued customer programs | 8.9 | (42.7) |
Accrued liabilities | 23.7 | 8.5 |
Accrued income taxes | (33.9) | 27 |
Other, net | 8.3 | 22.5 |
Subtotal | (0.9) | (140.3) |
Net cash from (for) operating activities | 79.1 | 0.2 |
Cash Flows From (For) Investing Activities | ||
Proceeds from royalty rights | 1.4 | 1.4 |
Asset acquisitions | 0 | (70.3) |
Additions to property, plant and equipment | (20.3) | (45.4) |
Net proceeds from sale of businesses | 58.7 | 0 |
Proceeds from sale of assets | 22.9 | 0 |
Other investing, net | 0 | 0.3 |
Net cash from (for) investing activities | 62.7 | (114) |
Cash Flows From (For) Financing Activities | ||
Cash dividends | (34.2) | (32.6) |
Other financing, net | (17.7) | (10.7) |
Net cash from (for) financing activities | (51.9) | (43.3) |
Effect of exchange rate changes on cash and cash equivalents | (3.7) | (3.9) |
Net increase (decrease) in cash and cash equivalents | 86.2 | (161) |
Cash and cash equivalents of continuing operations, beginning of period | 1,864.9 | 631.5 |
Cash and cash equivalents held for sale, beginning of period | 14.4 | 10 |
Less cash and cash equivalents held for sale, end of period | 0 | (9.6) |
Cash and cash equivalents of continuing operations, end of period | $ 1,965.5 | $ 470.9 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 02, 2022 | |
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 are designed to enhance individual well-being. 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, 2021. 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. 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 care categories, and contract manufacturing) in the U.S., and Canada, and until it was disposed on March 9, 2022, previously included our Mexico and Brazil-based OTC businesses ("Latin America businesses"). • Consumer Self-Care International ("CSCI") comprises our consumer self-care business in Europe and Australia, which are primarily branded, and our store brand business in the United Kingdom and parts of Europe and Asia. We previously had an RX segment, which was comprised of our prescription pharmaceuticals business in the U.S., and other pharmaceuticals and diagnostic business in Israel, which businesses have been divested. Following the divestiture, there were no substantial assets or operations left in this segment. The RX segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report (refer to Note 8 ). Non-U.S. Operations We translate our non-U.S. dollar-denominated operations’ assets and liabilities into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of Accumulated other comprehensive income (loss) ("AOCI"). Gains or losses from foreign currency transactions are included in Other (income) expense, net. Allowance for Credit Losses 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 April 2, April 3, Balance at beginning of period $ 7.2 $ 6.5 Provision for credit losses, net 0.3 2.9 Receivables written-off (0.8) (0.2) Recoveries collected — — Currency translation adjustment 0.4 (0.1) Balance at end of period $ 7.1 $ 9.1 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, April 3, U.S. $ 683.1 $ 611.3 Europe (2) 351.7 355.3 All other countries (3) 39.7 43.4 Total net sales $ 1,074.5 $ 1,010.0 (1) The net sales by geographic locations is derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $6.6 million for the three months ended April 2, 2022, and $4.5 million for the three months ended April 3, 2021. (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 April 2, April 3, CSCA (1) Upper respiratory $ 152.8 $ 118.6 Nutrition 127.2 92.2 Digestive health 118.6 118.4 Pain and sleep-aids 102.9 95.1 Oral care 70.4 75.0 Healthy lifestyle 68.2 76.7 Skincare and personal hygiene 48.5 55.3 Vitamins, minerals, and supplements 7.7 7.8 Other CSCA (2) 13.7 1.4 Total CSCA 710.0 640.5 CSCI Skincare and personal hygiene 101.9 107.0 Upper respiratory 61.4 42.9 Pain and sleep-aids 51.7 49.0 Vitamins, minerals, and supplements 47.9 59.0 Healthy lifestyle 42.7 50.3 Oral care 24.4 25.5 Digestive health 9.2 8.5 Other CSCI (3) 25.3 27.3 Total CSCI 364.5 369.5 Total net sales $ 1,074.5 $ 1,010.0 (1) Includes net sales from our OTC contract manufacturing business. (2) Consists primarily of product sales and royalty income related to supply and distribution agreements, diagnostic products 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 liquid licensed products, our distribution business and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. While the majority of revenue is recognized at a point in time, certain of our product revenue is recognized over time. Customer contracts recognized over time exist predominately in contract manufacturing arrangements, which occur in both the CSCA and CSCI segments. Contract manufacturing revenue was $70.8 million for the three months ended April 2, 2022, and $63.1 million for the three months ended April 3, 2021. We also recognize a portion of the store brand OTC product revenues in the CSCA segment over time; 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 April 2, December 31, Short-term contract assets Prepaid expenses and other current assets $ 32.5 $ 40.2 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Apr. 02, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Divestitures During the Three Months Ended April 2, 2022 On March 9, 2022, we completed the sale of our Latin America businesses to Advent International for total consideration of $23.9 million, consisting of $5.4 million in cash, installment receivables due 12 and 18 months from completion totaling $11.3 million based on the Mexican peso exchange rate at the time of sale, and contingent consideration of $7.2 million based on the Brazilian real exchange rate at the time of sale. The sale resulted in a pre-tax loss of $1.4 million, net of professional fees, recorded in Other operating expense, net on the Condensed Statements of Operations. On March 24, 2022, we completed the sale of ScarAway®, a leading U.S. OTC scar management brand, to Alliance Pharmaceuticals Ltd. for cash consideration of $20.7 million. The sale resulted in a pre-tax gain of $3.6 million recorded in our CSCA segment in Other operating expense, net on the Condensed Statements of Operations. Acquisitions During the Year Ended December 31, 2021 Héra SAS (“HRA Pharma”) Acquisition Agreement On September 8, 2021, we and our wholly-owned subsidiary Habsont Unlimited Company (the "Purchaser"), entered into a Put Option Agreement to acquire certain holding companies holding all of the outstanding equity interests of HRA Pharma from funds affiliated with private equity firms Astorg and Goldman Sachs Asset Management (collectively, the "Sellers"). Pursuant to the Put Option Agreement, following completion of the works council consultation process required under French law, the selling shareholders exercised their put option right under the Put Option Agreement and, on October 20, 2021, the Company, the Purchaser and the Sellers entered into a Securities Sale Agreement in the form previously agreed by the parties (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser has agreed to acquire certain holding companies holding all of the outstanding equity interests of HRA Pharma from the Sellers for cash. The transaction values HRA Pharma at €1.8 billion, or approximately $1.9 billion, based on exchange rates at the time the transaction closed on April 29, 2022 on an enterprise value basis and using a lockbox mechanism set forth in the Purchase Agreement. Operating results are expected to be reported within both our CSCA and CSCI segments. Refer to Note 18 - Subsequent Events for additional details. Divestitures During the Year Ended December 31, 2021 RX business Refer to Note 8 - Discontinued Operations for details on the sale of the RX business. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, CSCA (1) $ 1,902.4 $ — $ — $ (0.4) $ 1,902.0 CSCI (2) 1,097.0 — — (28.3) 1,068.7 Total goodwill $ 2,999.4 $ — $ — $ (28.7) $ 2,970.7 (1) We had no accumulated goodwill impairments as of April 2, 2022 and $6.1 million as of December 31, 2021. (2) We had accumulated goodwill impairments of $878.4 million as of April 2, 2022 and as of December 31, 2021. CSCA Reporting Unit Goodwill On May 18, 2021, we announced a definitive agreement to sell our Latin America businesses 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. Intangible Assets Intangible assets and related accumulated amortization consisted of the following (in millions): April 2, 2022 December 31, 2021 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: Trademarks, trade names, and brands $ 3.5 $ — $ 3.5 $ — In-process research and development 1.7 — 1.8 — Total indefinite-lived intangibles $ 5.2 $ — $ 5.3 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 82.3 $ 56.6 $ 73.2 $ 56.9 Developed product technology, formulations, and product rights 298.7 194.4 300.2 191.4 Customer relationships and distribution networks 1,777.0 891.2 1,820.7 887.8 Trademarks, trade names, and brands 1,438.3 400.4 1,482.3 394.2 Non-compete agreements 2.1 2.1 2.1 2.1 Total definite-lived intangibles $ 3,598.4 $ 1,544.7 $ 3,678.5 $ 1,532.4 Total intangible assets $ 3,603.6 $ 1,544.7 $ 3,683.8 $ 1,532.4 We recorded amortization expense of $48.5 million for the three months ended April 2, 2022, and $53.2 million for the three months ended April 3, 2021. |
Inventories
Inventories | 3 Months Ended |
Apr. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Major components of inventory were as follows (in millions): April 2, December 31, Finished goods $ 540.9 $ 549.2 Work in process 263.1 251.9 Raw materials 218.4 219.1 Total inventories $ 1,022.4 $ 1,020.2 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 02, 2022 | |
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): April 2, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Measured at fair value on a recurring basis: Assets: Investment securities $ 0.2 $ — $ — $ 0.4 $ — $ — Foreign currency forward contracts — 4.3 — — 5.7 — Foreign currency option contracts — 1.5 — — 5.0 — Total assets $ 0.2 $ 5.8 $ — $ 0.4 $ 10.7 $ — Liabilities: Cross-currency swap $ — $ — $ — $ — $ 13.8 $ — Foreign currency forward contracts — 3.4 — — 2.4 — Total liabilities $ — $ 3.4 $ — $ — $ 16.2 $ — Measured at fair value on a non-recurring basis: Assets: Goodwill (1) $ — $ — $ — $ — $ — $ 71.7 Total assets $ — $ — $ — $ — $ — $ 71.7 Liabilities Liabilities held for sale, net (2) $ — $ — $ — $ — $ — $ 16.8 Total liabilities $ — $ — $ — $ — $ — $ 16.8 (1) During the year ended December 31, 2021, goodwill with a carrying value of $81.7 million was written down to a fair value of $71.7 million (2) We measured the net assets held for sale for impairment purposes and recorded a total impairment of $162.2 million, resulting in a net liability held for sale balance as of December 31, 2021. There were no transfers within Level 3 fair value measurements during the three months ended April 2, 2022 or the year ended December 31, 2021. 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. Fixed Rate Long-term Debt Our fixed rate long-term debt consisted of the following (in millions): April 2, December 31, Level 1 Level 2 Level 1 Level 2 Public Bonds Carrying Value (excluding discount) $ 2,760.0 $ — $ 2,760.0 $ — Fair value $ 2,657.0 $ — $ 2,847.2 $ — Private placement note Carrying value (excluding premium) $ — $ 149.3 $ — $ 153.5 Fair value $ — $ 157.4 $ — $ 162.6 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 | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, December 31, Fair value method Prepaid expenses and other current assets $ 0.2 $ 0.4 Fair value method (1) Other non-current assets $ 1.8 $ 1.8 Equity method Other non-current assets $ 65.7 $ 66.4 (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 Measurement Category Income Statement Location April 2, April 3, Fair value method Other (income) expense, net $ 0.2 $ — Equity method Other (income) expense, net $ 0.7 $ 0.7 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Apr. 02, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Our discontinued operations consist of 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 Capital Partners, LLC (“Altaris”). On July 6, 2021, we completed the sale of the RX business for aggregate consideration of $1.55 billion. The consideration includes a $53.3 million reimbursement related to an Abbreviated New Drug Application (“ANDA") for a generic topical lotion which Altaris delivered in cash to Perrigo pursuant to the terms of the Agreement during the three months ended April 2, 2022. The sale resulted in a pre-tax gain, net of professional fees, of $47.5 million recorded in Other (income) expense, net on the Statement of Operations for discontinued operations. The gain included a $159.3 million increase from the write-off of foreign currency translation adjustment from Accumulated other comprehensive income. The transaction gain was subject to final settlements under the Agreement, which were finalized in the first quarter of 2022 with no change to the gain reported for the year ended December 31, 2021. 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 we entered 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 also extended 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. We recognized $3.4 million of income related to the transition services agreement ("TSA") in Administration expense and collected $3.4 million during the three months ended April 2, 2022. We recognized $32.8 million of product sales and royalty income in Net sales related to the supply and distribution agreements with the RX business and collected $30.7 million during the three months ended April 2, 2022. We purchased $8.7 million of inventories related to the supply arrangement with the RX business and paid $14.3 million during the three months ended April 2, 2022. Additionally, under the TSA, we net settle any receipts received or payments made on behalf of the RX business’ customers or vendors. As of April 2, 2022, we recorded a receivable in the amount of $14.8 million in Prepaid expenses and other current assets for the reimbursement due to Perrigo. In the transaction, Perrigo retained certain pre-closing liabilities arising out of antitrust (refer to Note 1 5 - Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, Altaris' obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on Altaris' obligation of $50.0 million. We did not incur changes in liabilities or request payments from Altaris related to the indemnity of these liabilities during the three months ended April 2, 2022. For the three months ended April 2, 2022, we incurred $1.1 million of net loss from discontinued operations, which primarily related to legal fees for retained liabilities and related tax benefit. Prior year income from discontinued operations, net of tax was as follows (in millions): Three months ended April 3, 2021 Net sales $ 200.1 Cost of sales 138.3 Gross profit 61.8 Operating expenses Distribution 3.3 Research and development 13.4 Selling 7.4 Administration 18.2 Other operating expense (income) (0.9) Total operating expenses 41.4 Operating income 20.4 Interest expense, net 0.6 Other (income) expense, net (1.5) Income from discontinued operations before tax 21.3 Income tax benefit (14.0) Income from discontinued operations, net of tax $ 35.3 During the three months ended April 3, 2021, we incurred $9.3 million 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): Three months ended April 3, 2021 Cash flows from discontinued operations operating activities: Depreciation and amortization $ 15.3 Cash flows from discontinued operations investing activities: Asset acquisitions $ (69.7) Additions to property, plant and equipment (3.2) Asset acquisitions related to discontinued operations consisted of two ANDAs purchased under a contractual arrangement. 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. These ANDAs were acquired by Altaris as part of the RX business sale. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Apr. 02, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Foreign Currency Option Contracts In September of 2021, to economically hedge the foreign currency exposure associated with the planned payment of the euro-denominated purchase price for HRA Pharma, we entered into two non-designated currency option contracts with a total notional amount of $1.1 billion that were scheduled to mature in the third quarter of 2022. We recorded a loss of $3.5 million for the change in fair value of the option contracts during the three months ended April 2, 2022 in Other (income) expense, net. These options and other economic hedging activity using options were settled subsequent to April 2, 2022 in connection with the closing of the acquisition of HRA Pharma on April 29, 2022 (refer to Note 18) . 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. We terminated this cross-currency swap on January 28, 2022. Interest Rate Swaps There were no active designated or non-designated interest rate swaps as of April 2, 2022 or December 31, 2021. Foreign Currency Forwards Foreign currency forward contracts were as follows (in millions): Notional Amount April 2, December 31, European Euro (EUR) $ 192.4 $ 232.6 British Pound (GBP) 161.2 135.8 Danish Krone (DKK) 53.2 37.5 Swedish Krona (SEK) 50.1 47.8 Chinese Yuan (CNH) 44.5 37.7 Canadian Dollar (CAD) 27.3 29.0 Mexican Peso (MXN) 18.8 1.0 United States Dollar (USD) 18.3 22.9 Polish Zloty (PLZ) 14.1 21.0 Norwegian Krone (NOK) 9.3 11.0 Brazilian Real (BRL) 6.8 — Turkish Lira (TRY) 3.4 3.1 Romanian New Leu (RON) 2.7 1.6 Australian Dollar (AUD) 2.2 1.6 Switzerland Franc (CHF) 2.0 1.9 Other 6.7 3.6 Total $ 613.0 $ 588.1 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 derivative instruments were as follows (in millions): Asset Derivatives Fair Value Balance Sheet Location April 2, December 31, Designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 2.1 $ 3.5 Foreign currency forward contracts Other non-current assets 0.8 1.3 Total designated derivatives $ 2.9 $ 4.8 Non-designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 1.4 $ 0.9 Foreign currency options Prepaid expenses and other current assets 1.5 5.0 Total non-designated derivatives $ 2.9 $ 5.9 Liability Derivatives Fair Value Balance Sheet Location April 2, December 31, Designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 2.0 $ 1.2 Cross-currency swap Other accrued liabilities — 13.8 Total designated derivatives $ 2.0 $ 15.0 Non-designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 1.4 $ 1.2 The following tables summarize the effect of derivative instruments designated as hedging instruments in Accumulated Other Comprehensive Income ("AOCI") (in millions): Three Months Ended April 2, 2022 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 (7.2) Net sales 0.3 Net sales — Cost of sales (0.4) Cost of sales 0.1 Other (income) expense, net 0.1 $ (7.2) $ (0.6) $ 0.2 Net investment hedges: Cross-currency swap $ (4.6) Interest expense, net $ (0.5) (1) Net loss of $6.3 million is expected to be reclassified out of AOCI into earnings during the next 12 months. Three Months Ended April 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 $ (0.5) Interest expense, net $ — Foreign currency forward contracts 1.7 Net sales (0.9) Net sales — Cost of sales (1.4) Cost of sales 0.1 Other (income) expense, net (0.1) $ 1.7 $ (2.8) $ — Net investment hedges: Cross-currency swap $ (0.5) Interest expense, net $ 1.0 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 Non-Designated Derivatives Income Statement April 2, April 3, Foreign currency forward contracts Other (income) expense, net $ 0.5 $ (4.8) Interest expense, net (0.4) 1.2 $ 0.1 $ (3.6) Foreign currency options Other (income) expense, net $ 3.5 $ — The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions): Three Months Ended April 2, 2022 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 $ 1,074.5 $ 736.7 $ 35.8 $ (1.1) 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 $ (0.4) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.1 $ — $ 0.1 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.5) $ — Three Months Ended April 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 $ 1,010.0 $ 641.6 $ 32.0 $ 2.4 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 $ (0.9) $ (1.4) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.1 $ — $ (0.1) Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.5) $ — |
Leases
Leases | 3 Months Ended |
Apr. 02, 2022 | |
Leases [Abstract] | |
Leases | LEASES The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location April 2, December 31, Operating Operating lease assets $ 195.7 $ 166.9 Finance Other non-current assets 26.2 27.9 Total $ 221.9 $ 194.8 Liabilities Balance Sheet Location April 2, December 31, Current Operating Other accrued liabilities $ 24.4 $ 26.0 Finance Current indebtedness 4.6 4.9 Non-Current Operating Other non-current liabilities 171.3 147.3 Finance Long-term debt, less current portion 19.8 20.9 Total $ 220.1 $ 199.1 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing April 2, December 31, April 2, December 31, CSCA $ 95.5 $ 98.2 $ 14.9 $ 15.3 CSCI 27.9 30.7 7.5 7.9 Unallocated 72.3 38.0 3.8 4.7 Total $ 195.7 $ 166.9 $ 26.2 $ 27.9 Liabilities Operating Financing April 2, December 31, April 2, December 31, CSCA $ 96.3 $ 99.7 $ 15.7 $ 16.0 CSCI 29.1 31.8 4.8 5.0 Unallocated 70.3 41.8 3.9 4.8 Total $ 195.7 $ 173.3 $ 24.4 $ 25.8 Lease expense was as follows (in millions): Three Months Ended April 2, April 3, Operating leases (1) $ 9.7 $ 9.8 Finance leases Amortization $ 1.5 $ 1.5 Interest 0.2 0.2 Total finance leases $ 1.7 $ 1.7 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of April 2, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2022 $ 22.2 $ 4.1 $ 26.3 2023 24.8 3.9 28.7 2024 21.7 2.4 24.1 2025 19.2 2.2 21.4 2026 17.6 2.1 19.7 After 2026 122.4 13.6 136.0 Total lease payments 227.9 28.3 256.2 Less: Interest 32.2 3.9 36.1 Present value of lease liabilities $ 195.7 $ 24.4 $ 220.1 Our weighted average lease terms and discount rates are as follows: April 2, April 3, Weighted-average remaining lease term (in years) Operating leases 12.09 10.52 Finance leases 9.28 9.31 Weighted-average discount rate Operating leases 2.61 % 2.97 % Finance leases 2.82 % 2.76 % Our lease cash flow classifications are as follows (in millions): Three Months Ended April 2, April 3, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8.5 $ 10.0 Operating cash flows for finance leases $ 0.2 $ 0.2 Financing cash flows for finance leases $ 1.3 $ 1.3 Leased assets obtained in exchange for new finance lease liabilities $ — $ 4.2 Leased assets obtained in exchange for new operating lease liabilities $ 31.6 $ 3.9 |
Leases | LEASES The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location April 2, December 31, Operating Operating lease assets $ 195.7 $ 166.9 Finance Other non-current assets 26.2 27.9 Total $ 221.9 $ 194.8 Liabilities Balance Sheet Location April 2, December 31, Current Operating Other accrued liabilities $ 24.4 $ 26.0 Finance Current indebtedness 4.6 4.9 Non-Current Operating Other non-current liabilities 171.3 147.3 Finance Long-term debt, less current portion 19.8 20.9 Total $ 220.1 $ 199.1 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing April 2, December 31, April 2, December 31, CSCA $ 95.5 $ 98.2 $ 14.9 $ 15.3 CSCI 27.9 30.7 7.5 7.9 Unallocated 72.3 38.0 3.8 4.7 Total $ 195.7 $ 166.9 $ 26.2 $ 27.9 Liabilities Operating Financing April 2, December 31, April 2, December 31, CSCA $ 96.3 $ 99.7 $ 15.7 $ 16.0 CSCI 29.1 31.8 4.8 5.0 Unallocated 70.3 41.8 3.9 4.8 Total $ 195.7 $ 173.3 $ 24.4 $ 25.8 Lease expense was as follows (in millions): Three Months Ended April 2, April 3, Operating leases (1) $ 9.7 $ 9.8 Finance leases Amortization $ 1.5 $ 1.5 Interest 0.2 0.2 Total finance leases $ 1.7 $ 1.7 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of April 2, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2022 $ 22.2 $ 4.1 $ 26.3 2023 24.8 3.9 28.7 2024 21.7 2.4 24.1 2025 19.2 2.2 21.4 2026 17.6 2.1 19.7 After 2026 122.4 13.6 136.0 Total lease payments 227.9 28.3 256.2 Less: Interest 32.2 3.9 36.1 Present value of lease liabilities $ 195.7 $ 24.4 $ 220.1 Our weighted average lease terms and discount rates are as follows: April 2, April 3, Weighted-average remaining lease term (in years) Operating leases 12.09 10.52 Finance leases 9.28 9.31 Weighted-average discount rate Operating leases 2.61 % 2.97 % Finance leases 2.82 % 2.76 % Our lease cash flow classifications are as follows (in millions): Three Months Ended April 2, April 3, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8.5 $ 10.0 Operating cash flows for finance leases $ 0.2 $ 0.2 Financing cash flows for finance leases $ 1.3 $ 1.3 Leased assets obtained in exchange for new finance lease liabilities $ — $ 4.2 Leased assets obtained in exchange for new operating lease liabilities $ 31.6 $ 3.9 |
Indebtedness
Indebtedness | 3 Months Ended |
Apr. 02, 2022 | |
Debt Disclosure [Abstract] | |
Indebtedness | INDEBTEDNESS Subsequent to April 2, 2022 we refinanced our existing revolving and term loan agreements, as discussed below, and entered into new senior secured credit facilities. Refer to Note 18 for more information regarding our new senior secured credit facilities. Total borrowings are summarized as follows (in millions): April 2, December 31, Term loan 2019 Term loan due August 15, 2022 (1) $ 600.0 $ 600.0 Notes and Bonds Coupon Due 5.105% July 28, 2023 (2) $ 149.3 $ 153.5 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 3.900% June 15, 2030 (3) 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 2,909.3 2,913.5 Other financing 24.3 25.8 Unamortized premium (discount), net (5.2) (4.8) Deferred financing fees (13.2) (14.0) Total borrowings outstanding 3,515.2 3,520.5 Current indebtedness (4.6) (603.8) Total long-term debt less current portion $ 3,510.6 $ 2,916.7 (1) Reported as long-term associated with refinancing after April 2, 2022. Refer to Note 18 . (2) Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate. (3) The coupon rate noted above is that as of December 31, 2021, following a step up in rate from 3.150% to 3.900%, effective December 16, 2021. Due to a credit ratings downgrade by S&P and Moody's in the first quarter of 2022, the interest rate has stepped up from 3.900% to 4.400% starting after June 15, 2022. 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 April 2, 2022 or December 31, 2021. Term Loan and Notes In August 2019, we refinanced a prior term loan with the proceeds of a $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 April 2, 2022 and December 31, 2021 . Waiver and Amendment 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 Consolid ated 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. On December 3, 2021, we and Perrigo Finance entered into Amendment No. 2 to our 2019 Term Loan (the “Term Loan Amendment”) and Amendment No. 3 to our 2018 Revolver (the “Revolver Amendment”) with the lenders under each such facility, pursuant to which the maximum leverage ratio was increased to 5.75 to 1.00 for the fourth quarter of 2021 and the first quarter of 2022, returning to 3.75 to 1.00 beginning with the second quarter of 2022. If we consummate certain qualifying acquisitions in the second quarter of 2022 or any subsequent quarter during the term of the loan, the maximum ratio would increase to 4.00 to 1.00 for such quarter. The amendments also modified certain provisions related to restricted payments to account for the amended leverage ratio covenant. Finally, the Revolver Amendment contains amendments related to the replacement of LIBOR with the Sterling Overnight Index Average (SONIA) as the benchmark for borrowings under the 2018 Revolver in Pounds Sterling. As of April 2, 2022, we are in compliance with all the covenants under our debt agreements. 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 borrowings o utstanding under the facilities as of April 2, 2022 or December 31, 2021. We have financing leases that are reported in the above table under "Other financing" (refer to Note 10 ). |
Earnings Per Share and Sharehol
Earnings Per Share and Shareholders' Equity | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, April 3, Numerator: Income (loss) from continuing operations $ (1.3) $ 2.8 Income (loss) from discontinued operations, net of tax (1.1) 35.3 Net income (loss) $ (2.4) $ 38.1 Denominator: Weighted average shares outstanding for basic EPS 134.0 133.2 Dilutive effect of share-based awards* — 1.4 Weighted average shares outstanding for diluted EPS 134.0 134.6 Anti-dilutive share-based awards excluded from computation of diluted EPS* — 1.8 * In the period of a net loss, diluted shares equal basic shares. Shareholders' Equity Share Repurchases |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Apr. 02, 2022 | |
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 (1) Post-Retirement and Pension Liability Adjustments, net of tax (1) Total AOCI Balance at December 31, 2021 $ (22.0) $ 67.4 $ (9.9) $ 35.5 OCI before reclassifications 9.8 19.0 (7.7) 21.1 Amounts reclassified from AOCI 0.6 (43.6) 1.4 (41.6) Other comprehensive income (loss) $ 10.4 $ (24.6) $ (6.3) $ (20.5) Balance at April 2, 2022 $ (11.6) $ 42.8 $ (16.2) $ 15.0 (1) Amounts reclassified from AOCI relate to the divestiture of the Latin America businesses |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The effective tax rates were as follows: Three Months Ended April 2, April 3, 90.2 % 84.0 % The effective tax rate on the pre-tax loss for the three months ended April 2, 2022, increased compared to the effective tax rate on the pre-tax income for the three months ended April 3, 2021, primarily due to the tax benefit of the loss on sale of our Latin America businesses. The increase in the effective tax rate was offset, in part, by income tax expense associated with internal legal entity restructuring recognized for the three months ended April 2, 2022, and the net income tax expense on intra-entity transfers of intellectual property recognized for the three months ended April 3, 2021. Internal Revenue Service Audits of Perrigo Company, a U.S. Subsidiary Perrigo Company, our U.S. subsidiary ("Perrigo U.S."), is engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the generic heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a statutory notice of deficiency from the IRS for the years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from the assignment of an omeprazole distribution contract to an Israeli affiliate. In addition to the transfer pricing adjustments, which applied to all four tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments requiring the capitalization and amortization of certain legal expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to ANDAs filed with a Paragraph IV Certification. We do not agree with the audit adjustments proposed by the IRS in either of the notices of deficiency. We paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and timely filed claims for refund on June 11, 2015 for the 2009 and 2010 tax years, and on June 7, 2017, for the 2011 and 2012 tax years. On August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the 2012 tax year, for a total of $134.1 million, plus statutory overpayment interest thereon from the dates of payment. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017. A bench trial was held during the period May 25, 2021 to June 7, 2021 for the refund case in the United States District Court for the Western District of Michigan. The total amount of cumulative deferred charge that we are seeking to receive in this litigation is approximately $111.6 million, which reflects the impact of conceding that Perrigo U.S. should have received a 5.24% royalty on all omeprazole sales. That concession was previously paid and is the subject of the above refund claims. The issues outlined in the statutory notices of deficiency described above are continuing in nature, and the IRS will likely carry forward the adjustments set forth therein as long as the drug is sold, in the case of the omeprazole issue, and for all post-2012 Paragraph IV filings that trigger patent infringement suits, in the case of the ANDA issue. On April 30, 2021, we filed a Notice of New Authority in our refund case in the Western District of Michigan alerting the court to a United States Tax Court decision in Mylan v. Comm'r that ruled in favor of the taxpayer on nearly identical ANDA issues as we have before the court. Post-trial briefings were completed on September 24, 2021 and the case is now fully submitted for the court's decision. On January 28, 2022, the IRS filed a Notice of Appeal with the United States Court of Appeals of the Third Circuit to appeal the United States Tax Court's decision in Mylan v. Comm'r. On January 13, 2021, the IRS issued a 30-day letter and Revenue Agent's Report with respect to its audit of our fiscal tax years ended June 29, 2013, June 28, 2014, and June 27, 2015. The 30-day letter proposed, among other modifications, transfer pricing adjustments in connection with the distribution of omeprazole in the aggregate amount of $141.6 million and ANDA-related adjustments in the aggregate amount of $21.9 million. The 30-day letter also set forth adjustments described in the next two paragraphs. We timely filed a protest to the 30-day letter for those additional adjustments but noting that due to the pending refund litigation described above, IRS Appeals would not consider the merits of the omeprazole or ANDA matters. We believe that we should prevail on the merits on both carryforward issues and have reserved for taxes and interest payable on the 5.24% deemed royalty on omeprazole through the tax year ended December 31, 2018. Beginning with the tax year ended December 31, 2019, we began reporting income commensurate with the 5.24% deemed royalty. We have not reserved for the ANDA-related issue described above. While we believe we should prevail on the merits of this case, the outcome remains uncertain. If our litigation position on the omeprazole issue is not sustained, the outcome for the 2009–2012 tax years could range from a reduction in the refund amount to denial of any refund. In addition, we expect that the outcome of the refund litigation could effectively bind future tax years. In that event, an adverse ruling on the omeprazole issue could have a material impact on subsequent periods, with additional tax liability in the range of $24.0 million to $112.0 million, not including interest and any applicable penalties. The 30-day letter for the 2013-2015 tax years also proposed to reduce Perrigo U.S.'s deductible interest expense for the 2014 tax year and the 2015 tax year on $7.5 billion in certain intercompany debts owed by it to Perrigo Company plc. The debts were incurred in connection with the Elan merger transaction in 2013. On May 7, 2020, the IRS issued a NOPA capping the interest rate on the debts for U.S. federal tax purposes at 130.0% of the Applicable Federal Rate ("AFR") (a blended rate reduction of 4.0% per annum) on the stated ground that the loans were not negotiated on an arms-length 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's Report ("RAR"), together with the 30-day letter, requiring our filing of a written protest to request IRS Appeals consideration. The protest was timely filed with the IRS on February 26, 2021. On January 20, 2022, the IRS responded to our protest with its rebuttal in which it revised its position on this interest rate issue by reasserting that implicit parental support considerations are necessary to determine the arm's length interest rates and proposing revised interest rates that are higher than the interest rates proposed under its 130.0% of AFR assertion. The blended interest rate proposed by the IRS rebuttal is 4.36%, an increase from the blended interest rate in the RAR of 2.57% but lower than the stated blended interest rate of the loans of 6.8%.We will pursue all available administrative and judicial remedies necessary to defend the deductibility of the interest expense on this indebtedness. If the IRS were to prevail in its revised proposed adjustment, we estimate an increase in tax expense of approximately $72.9 million, excluding interest and penalties, for fiscal years ended June 28, 2014 through June 27, 2015. In addition, we expect the IRS to seek similar adjustments for the fiscal years ended December 31, 2015 through December 31, 2018 with potential section 163(j) carryover impacts beyond December 2018. If those further adjustments were sustained, based on preliminary calculations and subject to further analysis, our current best estimate is that the additional tax expense would not exceed $58.5 million, excluding interest and penalties. No further adjustments beyond this period are expected. We strongly disagree with the IRS position and we will pursue all available administrative and judicial remedies necessary. At this stage, we are unable to estimate any additional liability, if any, associated with this matter. In addition, the 30-day letter for the 2013-2015 tax years expanded on a NOPA issued on December 11, 2019 and proposed to disallow reductions to gross sales income on the sale of prescription products to wholesalers for accrued wholesale customer pipeline chargebacks where the prescription products were not re-sold by such wholesalers to covered retailers by the end of the tax year. The NOPA asserts that the reduction of gross sales income of such chargebacks is an impermissible method of accounting and proposed a change in accounting method that would defer the reduction in gross sales income until the year the prescription products were re-sold to covered retailers. The NOPA proposes an increase in sales revenue of approximately $99.5 million for the 2013-2015 tax years. We filed a protest on February 26, 2021 to request IRS Appeals consideration. On January 20, 2022, the IRS responded to our protest with its rebuttal and reiterated the NOPA's position that the accrued chargebacks are not currently deductible in the tax year accrued because all events have not occurred to establish the fact of the liability in the year deducted. If the IRS were to prevail in its proposed adjustment, we estimate a payment of approximately $18.0 million, excluding interest and penalties for the 2013-2015 tax years. In addition, we expect the IRS to seek similar adjustments for future years. If those future adjustments were to be sustained, based on preliminary calculations and subject to further analysis, we estimate this would result in a payment not to exceed $7.0 million through tax year ended December 31, 2021, excluding interest and penalties. We strongly disagree with the IRS’s proposed adjustment and will pursue all available administrative and judicial remedies necessary. On December 2, 2021, the IRS commenced an audit of our federal income tax returns for the tax years ended December 31, 2015, through December 31, 2019. 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, LLC ("Athena") for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. The NOPA carries forward the IRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property in various developmental products, including the Multiple Sclerosis drug Tysabri, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The NOPA proposes a payment of $843.0 million, which represents additional tax based on imputing royalty income to Athena using a 24.7% royalty rate derived by the IRS and a 40.0% accuracy-related penalty. This amount excludes consideration of offsetting tax attributes and any potential interest that may be imposed. We strongly disagree with the IRS position. On December 22, 2016, we also received a NOPA for these years denying the deductibility of settlement costs related to illegal marketing of Zonegran in the United States raised in a Qui Tam action under the U.S. False Claims Act. We strongly disagree with the IRS' position on this issue as well. Because we believe that any concession on these issues in Appeals would be contrary to our evaluation of the issues and to avoid double taxation of the same income in the United States and Ireland, we pursued our remedies under the Mutual Agreement Procedure of the U.S.-Ireland Income Tax Treaty to alleviate double taxation. On April 21 and 23, 2020, we filed requests for Competent Authority Assistance with the IRS and Irish Revenue on the Tysabri royalty issue, and those applications were accepted. On October 20, 2020, we amended our requests for Competent Authority Assistance to include the Zonegran issue and these supplemental requests were also accepted. On May 6, 2021, we had our opening conference with the IRS. A follow-up conference was held with the IRS on December 13, 2021 and we discussed our submission, which continues to be reviewed by the IRS. Our opening conference with Irish Revenue was held on July 23, 2021 and we discussed our submission, which continues to be reviewed by Irish Revenue. The U.S. and Irish Competent Authorities will seek to achieve a resolution that avoids double taxation on both the Tysabri royalty and Zonegran issues. No payment of the additional amounts is required until these two matters are resolved with finality under the treaty, or any additional administrative or judicial process if treaty negotiations are unsuccessful. Irish Revenue Audit of Fiscal Years Ended December 31, 2012 and December 31, 2013 On November 29, 2018, Irish Revenue issued a Notice of Amended Assessment (“NoA”) for the tax year ended December 31, 2013, related to the tax treatment of the 2013 sale of the Tysabri ® intellectual property and related assets to Biogen Idec by Elan Pharma. On September 29, 2021, Elan Pharma reached an agreement with Irish Revenue providing for full and final settlement of the NoA on the following terms: (i) on a 'without prejudice basis' and, for purposes of the settlement, an alternative basis of taxation was applied, (ii) Irish Revenue to take no further action in relation to the NoA or any Tysabri related income or transactions, (iii) no interest or penalties applied, (iv) a total tax of €297.0 million charged as full and final settlement of all liabilities arising from the sale of the Tysabri patents for the fiscal years 2013 to 2021, and (v) after Irish Revenue credited taxes already paid and certain unused research and development ("R&D") credits against the €297.0 million charged settlement amount, the total cash payment of €266.1 million, $307.5 million as of the date of payment, was made on October 5, 2021. We recorded the payment as a component of income tax expense on the Consolidated Statements of Operations in the third quarter of 2021. Israel Tax Authority Audit of Fiscal Year Ended June 27, 2015 and Calendar Years Ended December 31, 2015 through December 31, 2019 On December 29, 2020, we received a Stage A assessment from the Israel Tax Authority ("ITA") for the tax years ended December 31, 2015 through December 31, 2017 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. Through negotiations with the ITA, we resolved the audit by agreeing to add tax years ended December 31, 2018 and December 31, 2019 to the audit. Further, the agreement with the ITA required us to pay $19.0 million, after offset of 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 1 5 ). 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 April 2, 2022. However, we are not able to estimate a reasonably possible range of how these events may impact our unrecognized tax benefits in the next twelve months. |
Contingencies
Contingencies | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, 2022, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows. Price-Fixing Lawsuits Perrigo is a defendant in several cases in the generic pricing multidistrict litigation MDL No. 2724 (United States District Court for Eastern District of Pennsylvania) . This multidistrict litigation, which has many cases that do not include Perrigo, includes class action and opt-out cases for federal and state antitrust claims, as well as complaints filed by certain states alleging violations of state antitrust laws. On July 14, 2020, the court issued an order designating the following cases to proceed on a more expedited basis (as a bellwether) than the other cases in MDL No. 2724: (a) the May 2019 state case alleging an overarching conspiracy involving more than 120 products (which does not name Perrigo a defendant) and (b) class actions alleging “single drug” conspiracies involving Clomipramine, Pravastatin, and Clobetasol. Perrigo is a defendant in the Clobetasol cases but not the others. On February 9, 2021, the Court entered an order provisionally deciding to remove the May 2019 state case and the pravastatin class cases from the bellwether proceedings. On May 7, 2021, the Court ruled that the clobetasol end payer and direct purchaser class cases will remain part of the bellwether. The Court also ruled that the June 10, 2020 state complaint against Perrigo and approximately 35 other manufacturers will move forward as a bellwether case. The bellwether cases are proceeding in discovery, which must be completed by January 17, 2023 under the schedule set by the Court. No trial dates have been set for any of the bellwether cases, or any of the other cases in the MDL. Class Action Complaints (a) Single Drug Conspiracy Class Actions We have been named as a co-defendant with certain other generic pharmaceutical manufacturers in a number of class actions alleging single-product conspiracies to fix or raise the prices of certain drugs and/or allocate customers for those products starting, in some instances, as early as June 2013. The class actions were filed on behalf of putative classes of (a) direct purchasers, (b) end payors, and (c) indirect resellers. The products in 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 culminates with summary judgment motions due to be filed no later than November 16, 2023. No trial dates have been set for the Clobetasol cases, and no schedules have been set for the other “single drug” conspiracy cases. (b) “Overarching Conspiracy” Class Actions The same 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 May 17, 2021 order. In December 2019, both the end payor and indirect reseller class plaintiffs filed a second set of "overarching conspiracy” class actions against Perrigo, dozens of other manufacturers of generic prescription pharmaceuticals, and certain individuals dating back to July 2009 (end payors) or January 2010 (indirect resellers). The direct purchaser plaintiffs filed their second round overarching conspiracy complaint in February 2020 with claims dating back to July 2009. On March 11, 2020, the indirect reseller plaintiffs filed a motion to amend their second round December 2019 complaint, and that motion was granted. On September 4, 2020, and December 15, 2020, the end payor plaintiffs amended their second round complaint. On October 21, 2020, the direct purchaser plaintiffs amended their second round complaint. On December 15, 2020, the indirect reseller plaintiffs filed another complaint adding allegations for additional drugs that mirror the other class plaintiffs’ claims. This second set of overarching complaints allege conspiracies relating to the sale of various products that are not at issue in the earlier-filed overarching conspiracy class actions, the majority of which Perrigo neither makes nor sells. The amended indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Betamethasone Dipropionate lotion, Imiquimod cream, Desonide cream and ointment, and Hydrocortisone Valerate cream. The December 2020 indirect reseller complaint alleges that Perrigo conspired in connection with its sales of Adapalene, Ammonium Lactate, Bromocriptine Mesylate, Calcipotriene, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Methazolamide, Mometasone Furoate, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The amended end payor complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The amended direct purchaser complaint alleges that Perrigo conspired in connection with its sale of the following drugs: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Fluocinonide, Halobetasol Propionate, Hydrocortisone Valerate, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. Perrigo has not yet responded to the second set of overarching conspiracy complaints, and responses are currently stayed. Opt-Out Complaints 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, which it has withdrawn and refiled several times since, with the latest requested amendment filed in August 2020. The proposed amended complaint adds dozens of additional products and allegations to the original complaint. Perrigo is discussed in connection with allegations concerning an additional drug, Fenofibrate. Defendants opposed the motion for leave to file a second amended complaint and the court has yet to rule on the issue. On August 3, 2018, a large managed care organization filed a complaint alleging price-fixing and customer allocation concerning 17 different products among 27 manufacturers including Perrigo. The only allegations specific to Perrigo concern Clobetasol. Perrigo moved to dismiss this complaint on February 21, 2019. Plaintiff filed a second amended complaint in April 2019 that adds additional products and allegations. The amended allegations that concern Perrigo include: Clobetasol, Desonide, Econazole, and Nystatin. The motion to dismiss was denied on August 15, 2019. The case is proceeding in discovery. The same organization amended a different complaint that it had filed in October 2019, which did not name Perrigo, on December 15, 2020, adding Perrigo as a defendant and asserting new allegations of alleged antitrust violations involving Perrigo and dozens of other generic pharmaceutical manufacturers. The allegations relating to Perrigo concern: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Ciclopirox, Clindamycin Phosphate, Fenofibrate, Fluocinonide, Halobetasol Propionate, Hydrocortisone Valerate, Imiquimod, Permethrin, Prochlorperazine Maleate, and Triamcinolone Acetonide. The same organization filed a third complaint on December 15, 2020, naming Perrigo and dozens of other manufacturers alleging antitrust violations concerning generic pharmaceutical drugs. The allegations relating to Perrigo concern: Ammonium Lactate, Calcipotriene Betamethasone Dipropionate, Erythromycin, Fluticasone Propionate, Hydrocortisone Acetate, Methazolamide, Promethazine HCL, and Tacrolimus. On January 16, 2019, a health insurance carrier filed a complaint in the U.S. District Court for the District of Minnesota alleging a conspiracy to fix prices of 30 products among 30 defendants. The only allegations specific to Perrigo concerned Clobetasol gel, Desonide, Econazole, Nystatin cream, and Nystatin ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations that concern Perrigo relate to Fluocinonide. The same health insurance carrier filed a new complaint on December 15, 2020, naming Perrigo and dozens of other manufacturers alleging antitrust violations concerning generic pharmaceutical drugs. The allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On July 18, 2019, 87 health plans filed a Praecipe to Issue Writ of Summons in Pennsylvania state court to commence an action against 53 generic pharmaceutical manufacturers and 17 individuals, alleging antitrust violations concerning generic pharmaceutical drugs. While Perrigo was named as a defendant, no complaint has been filed and the precise allegations and products at issue have not been identified. Proceedings in the case, including the filing of a complaint, have been stayed at the request of the plaintiffs. On December 11, 2019, a health care service company filed a complaint against Perrigo and 38 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other multi-district litigation ("MDL") complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream/ointment. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On December 16, 2019, a Medicare Advantage claims recovery company filed a complaint against Perrigo and 39 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, and Econazole. The complaint was originally filed in the District of Connecticut but has been consolidated into the MDL. Perrigo has not yet had the opportunity to respond to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Desoximetasone, Erythromycin, Fenofibrate, Fluocinonide, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On December 23, 2019, several counties in New York filed an amended complaint against Perrigo and 28 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was originally filed in New York State court but was removed to federal court and has been consolidated into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On June 30, 2021, the counties filed a proposed revised second amended complaint. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 27, 2019, a healthcare management organization filed a complaint against Perrigo and 25 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed originally in the Northern District of California but has been consolidated into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On March 1, 2020, Harris County of Texas filed a complaint against Perrigo and 29 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The products at issue that plaintiffs claim Perrigo manufacturers or sells include: Adapalene, Betamethasone Dipropionate, Ciclopirox, Clindamycin, Clobetasol, Desonide, Econazole, Ethinyl Estradiol/Levonorgestrel, Fenofibrate, Fluocinolone, Fluocinonide, Gentamicin, Glimepiride, Griseofulvin, Halobetasol Propionate, Hydrocortisone Valerate, Ketoconazole, Mupirocin, Nystatin, Olopatadine, Permethrin, Prednisone, Promethazine, Scopolamine, and Triamcinolone Acetonide. The complaint was originally filed in the Southern District of Texas but has been transferred to the MDL. Harris County amended its complaint in May 2020. Perrigo has not yet responded to the complaint, and responses are currently stayed. In May 2020, 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. Proceedings in the case have been stayed. On June 9, 2020, a health insurance carrier filed a complaint against Perrigo and 25 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fluocinonide, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On July 9, 2020, a drugstore chain filed a complaint against Perrigo and 39 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. Perrigo is also listed in connection with Fenofibrate. The complaint was filed in the Eastern District of Pennsylvania and will be transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 15, 2020, the complaint was amended to add additional defendants and claims. The new allegations relating to Perrigo concern: Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. On August 27, 2020, Suffolk County of New York filed a complaint against Perrigo and 35 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin cream and ointment. The other products at issue that plaintiffs claim Perrigo manufacturers or sells include: Adapalene gel, Albuterol, Benazepril HCTZ, Clotrimazole, Diclofenac Sodium, Fenofibrate, Fluocinonide, Glimepiride, Ketoconazole, Meprobamate, Imiquimod, Triamcinolone Acetonide, Erythromycin/Ethyl Solution, Betamethasone Valerate, Ciclopirox Olamine, Terconazole, Hydrocortisone Valerate, Fluticasone Propionate, Desoximetasone, Clindamycin Phosphate, Halobetasol Propionate, Hydrocortisone Acetate, Promethazine HCL, Mometasone Furoate, and Amiloride HCTZ. The complaint was filed in the Eastern District of New York and has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On September 4, 2020, a drug wholesaler and distributor filed a complaint against Perrigo and 39 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin, Clobetasol, Desonide, Econazole, Erythromycin, Fenofibrate, Fluticasone, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone furoate, Nystatin, Prochlorperazine, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The complaint was filed in the Eastern District of Pennsylvania and has been transferred into the MDL. Perrigo has not yet responded to the complaint, and responses are currently stayed. On December 11, 2020, a drugstore chain filed a complaint against Perrigo and 45 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on Adapalene, Ammonium Lactate, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Erythromycin, Fenofibrate, Fluticasone Propionate, Halobetasol, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, 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 Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The complaint was originally filed in New York State court but has been removed to federal court and consolidated into the MDL. The counties filed an amended complaint on June 30, 2021. On August 30, 2021, the county of Westchester, NY filed a complaint in New York State court against Perrigo and 45 other pharmaceutical companies alleging an overarching conspiracy to fix, raise or stabilize prices of dozens products, most of which Perrigo neither makes nor sells. The allegations that concern Perrigo include: Adapalene, Betamethasone Dipropionate, Bromocriptine Mesylate, Calcipotriene Betamethasone Dipropionate, Ciclopirox, Clindamycin Phosphate, Clobetasol, Desonide, Econazole, Erythromycin, Fluticasone Propionate, Halobetasol Propionate, Hydrocortisone Acetate, Hydrocortisone Valerate, Imiquimod, Methazolamide, Mometasone Furoate, Nystatin, Permethrin, Prochlorperazine Maleate, Promethazine HCL, Tacrolimus, and Triamcinolone Acetonide. The case has been removed to federal court and consolidated into the MDL. On October 8, 2021, approximately 20 health plans filed a Praecipe to Issue Writ of Summons in Pennsylvania state court to commence an action against 46 generic pharmaceutical manufacturers and 24 individuals, alleging antitrust violations concerning generic pharmaceutical drugs. While Perrigo was named as a defendant, no complaint has been filed and the precise allegations and products at issue have not been identified. On January 3, 2022, the plaintiffs filed a second Praecipe. Proceedings in the case, including the filing of a complaint, have not yet occurred. As of February 4, 2022, the case is in deferred status. State Attorney General Complaint On June 10, 2020, the Connecticut Attorney General’s office filed a lawsuit on behalf of Connecticut and 50 other states and territories against Perrigo, 35 other generic pharmaceutical manufacturers, and certain individuals (including two former Perrigo employees), 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. On May 7, 2021, the Court ruled that this case will move forward as a bellwether case. On September 9, 2021, the States filed an amended complaint, although the substantive allegations against Perrigo did not change. Perrigo moved to dismiss the Complaint on November 12, 2021. That motion has been fully briefed and is pending. The case is included among the “bellwether cases” designated to move on a more expedited schedule than the other cases in the MDL, and, as such, it will be subject to the January 17, 2023 discovery deadline and November 16, 2023 summary judgment deadline if the Complaint survives the pending motions to dismiss. Like the other cases in the MDL, no trial date has been set for this case. Canadian Class Action Complaint In June 2020, an end payor filed a class action in Ontario, Canada against Perrigo and 29 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. In December 2020, Plaintiffs amended their complaint to add additional claims based on the State AG complaint of June 2020. At this stage, we cannot reasonably estimate the outcome of the liability if any, associated with the claims listed above. 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 Roofe |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, April 3, Beginning balance $ 6.9 $ 9.1 Additional charges 3.6 1.8 Payments (2.1) (4.4) Non-cash adjustments (0.2) (0.3) Ending balance $ 8.2 $ 6.2 The charges incurred during the three months ended April 2, 2022 and April 3, 2021 were primarily associated with actions taken on supply chain restructuring in 2022 and actions to streamline the organization in 2021. There were no other material restructuring programs for the three months ended April 2, 2022 and April 3, 2021. All charges are recorded in Restructuring expense on the Condensed Consolidated Statements of Operations. The remaining $8.2 million liability for employee severance benefits and consulting fees is expected to be paid within the next year. |
Segment Information
Segment Information | 3 Months Ended |
Apr. 02, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Our segment reporting structure is consistent with the way our management makes operating decisions, allocates resources and manages the growth and profitability of the business (refer to Note 1 ). The tables below show select financial measures by reporting segment (in millions): Total Assets April 2, December 31, CSCA $ 6,034.3 $ 5,983.8 CSCI 4,355.2 4,425.8 Held for sale — 16.1 Total $ 10,389.5 $ 10,425.7 Three Months Ended April 2, 2022 April 3, 2021 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 710.0 $ 78.5 $ 12.4 $ 640.5 $ 95.6 $ 12.9 CSCI 364.5 16.2 36.1 369.5 17.4 40.3 Unallocated — (73.0) — — (61.6) — Continuing Operations Total $ 1,074.5 $ 21.7 $ 48.5 $ 1,010.0 $ 51.4 $ 53.2 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 02, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS New Senior Secured Credit Facilities On April 20, 2022, pursuant to a new credit agreement, we entered into new senior secured credit facilities that consist of (i) a 1.0 billion five five seven We used a portion of the proceeds from the New Term Loan Facilities, together with cash on hand, to finance the previously announced acquisition of HRA Pharma and to repay our outstanding term loan facility. We expect to redeem our 4.00% Senior Notes due 2023 and Perrigo Holding N.V.’s outstanding 5.1045% Guaranteed Senior Notes due 2023 on May 20, 2022, using a portion of the proceeds from the New Term Loan Facilities. We may borrow amounts from time to time under the New Revolving Facility, which replaces our existing revolving facility, for general corporate purposes. HRA Pharma Acquisition On April 29, 2022, we completed the previously announced acquisition of 100% of the outstanding equity interest in HRA Pharma for total consideration of €1.8 billion, or approximately $1.9 billion based on exchange rates at the time of close on an enterprise value basis and using a lockbox mechanism set forth in the Purchase Agreement. We funded the transaction with cash on hand and borrowings (as defined above). Operating results are expected to be reported within both our CSCA and CSCI segments. During the three months ended April 2, 2022, we incurred $10.5 million of general transaction costs (legal, banking and other professional fees), of which $7.0 million was recorded in Administration expenses and were not allocated to an operating segment, and $3.5 million was recorded in Other income (expense), net relating to financing activities. We are in the process of gathering significant relevant information needed to complete the valuation for the assets acquired and liabilities assumed. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired and liabilities assumed and the supplemental pro-forma information will be included in our Quarterly Report on Form 10-Q for the second quarter of 2022. We anticipate allocating a significant proportion of the purchase price to definite lived intangible assets related to the Compeed, Mederma, and Women's Health brands. We also expect to allocate a portion of the purchase price, net of assumed liabilities, to working capital, other developed products, intellectual property R&D, and goodwill. Other acquired assets or assumed liabilities may be identified during the measurement period. Transaction Financing Hedge Activities To reduce the foreign exchange risk related to the €1.8 billion purchase price of HRA Pharma, prior to acquisition, we purchased undesignated currency options with a notional amount of $1.1 billion in September 2021. At the time we were obligated to pay premiums of $25.9 million in September 2022, of which $20.9 million was recognized as a loss in Other (income) expense during the year ended December 31, 2021. An additional loss of $3.6 million was recognized on the currency options during the quarter ended April 2, 2022. Subsequent to April 2, 2022, we entered into new undesignated options to economically hedge the purchase price for HRA Pharma for a total notional amount of $2.0 billion. All premiums associated with the HRA Pharma related currency options were settled in April 2022 for $37.0 million, and we will recognize $12.5 million of loss in Other (income) expense during the three months ending July 2, 2022. In connection with the New Senior Secured Credit Facilities, we entered into five variable-to-fixed interest rate swap agreements. Three of the interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the New Term Loan B Facility. The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2029, on notional balances that decline from $1.0 billion to $812.5 million over the term. The other two of the interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the New Term Loan A Facility. The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2027, on notional balances of $875 million. As designated cash flow hedges, the derivatives will be recorded at fair value with gains and losses recorded in other comprehensive income and recognized in interest expense as interest is paid on the Term Loan A and B Facilities. In connection with the New Senior Secured Credit Facilities, and to reduce the Euro exposure of our net investment in European operations, we entered into three fixed-for-fixed cross-currency interest rate swaps designated as net investment hedges using the spot-to-spot method. Over the term, we receive Euro interest payments and make USD interest payments followed by an exchange of notional currencies at the expiration of the contract. The following are the terms and notional amounts outstanding: • $300 million notional amount outstanding from April 20, 2022 through December 15, 2024; • $700 million notional amount outstanding from April 29, 2022 through March 25, 2026; and • $500 million notional amount outstanding from April 22, 2022 through June 15, 2030. As a designated net investment hedge, gains and losses related to the Euro spot exchange rate will be deferred in cumulative translation adjustment and recognized in the income statement when the hedged Euro net investment is substantially liquidated. Gains and losses on excluded components (e.g. interest differentials) will be recorded in the income statement on a systematic and rational basis. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 02, 2022 | |
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, 2021. |
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. |
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 care categories, and contract manufacturing) in the U.S., and Canada, and until it was disposed on March 9, 2022, previously included our Mexico and Brazil-based OTC businesses ("Latin America businesses"). • Consumer Self-Care International ("CSCI") comprises our consumer self-care business in Europe and Australia, which are primarily branded, and our store brand business in the United Kingdom and parts of Europe and Asia. |
Non U.S. Operations | Non-U.S. Operations We translate our non-U.S. dollar-denominated operations’ assets and liabilities into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of Accumulated other comprehensive income (loss) ("AOCI"). Gains or losses from foreign currency transactions are included in Other (income) expense, net. |
Allowance for Credit Losses | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Accounting Policies [Abstract] | |
Allowance for Credit Losses | The following table presents the allowance for credit losses activity (in millions): Three Months Ended April 2, April 3, Balance at beginning of period $ 7.2 $ 6.5 Provision for credit losses, net 0.3 2.9 Receivables written-off (0.8) (0.2) Recoveries collected — — Currency translation adjustment 0.4 (0.1) Balance at end of period $ 7.1 $ 9.1 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | We generated net sales in the following geographic locations (1) (in millions): Three Months Ended April 2, April 3, U.S. $ 683.1 $ 611.3 Europe (2) 351.7 355.3 All other countries (3) 39.7 43.4 Total net sales $ 1,074.5 $ 1,010.0 (1) The net sales by geographic locations is derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $6.6 million for the three months ended April 2, 2022, and $4.5 million for the three months ended April 3, 2021. (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 April 2, April 3, CSCA (1) Upper respiratory $ 152.8 $ 118.6 Nutrition 127.2 92.2 Digestive health 118.6 118.4 Pain and sleep-aids 102.9 95.1 Oral care 70.4 75.0 Healthy lifestyle 68.2 76.7 Skincare and personal hygiene 48.5 55.3 Vitamins, minerals, and supplements 7.7 7.8 Other CSCA (2) 13.7 1.4 Total CSCA 710.0 640.5 CSCI Skincare and personal hygiene 101.9 107.0 Upper respiratory 61.4 42.9 Pain and sleep-aids 51.7 49.0 Vitamins, minerals, and supplements 47.9 59.0 Healthy lifestyle 42.7 50.3 Oral care 24.4 25.5 Digestive health 9.2 8.5 Other CSCI (3) 25.3 27.3 Total CSCI 364.5 369.5 Total net sales $ 1,074.5 $ 1,010.0 (1) Includes net sales from our OTC contract manufacturing business. (2) Consists primarily of product sales and royalty income related to supply and distribution agreements, diagnostic products 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 liquid licensed products, our distribution business and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. |
Contract with Customer Balances | The following table provides information about contract assets from contracts with customers (in millions): Balance Sheet Location April 2, December 31, Short-term contract assets Prepaid expenses and other current assets $ 32.5 $ 40.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, CSCA (1) $ 1,902.4 $ — $ — $ (0.4) $ 1,902.0 CSCI (2) 1,097.0 — — (28.3) 1,068.7 Total goodwill $ 2,999.4 $ — $ — $ (28.7) $ 2,970.7 (1) We had no accumulated goodwill impairments as of April 2, 2022 and $6.1 million as of December 31, 2021. (2) We had accumulated goodwill impairments of $878.4 million as of April 2, 2022 and as of December 31, 2021. |
Schedule of Finite and Indefinite-lived Intangible Assets | Intangible assets and related accumulated amortization consisted of the following (in millions): April 2, 2022 December 31, 2021 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: Trademarks, trade names, and brands $ 3.5 $ — $ 3.5 $ — In-process research and development 1.7 — 1.8 — Total indefinite-lived intangibles $ 5.2 $ — $ 5.3 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 82.3 $ 56.6 $ 73.2 $ 56.9 Developed product technology, formulations, and product rights 298.7 194.4 300.2 191.4 Customer relationships and distribution networks 1,777.0 891.2 1,820.7 887.8 Trademarks, trade names, and brands 1,438.3 400.4 1,482.3 394.2 Non-compete agreements 2.1 2.1 2.1 2.1 Total definite-lived intangibles $ 3,598.4 $ 1,544.7 $ 3,678.5 $ 1,532.4 Total intangible assets $ 3,603.6 $ 1,544.7 $ 3,683.8 $ 1,532.4 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Major Components of Inventory | Major components of inventory were as follows (in millions): April 2, December 31, Finished goods $ 540.9 $ 549.2 Work in process 263.1 251.9 Raw materials 218.4 219.1 Total inventories $ 1,022.4 $ 1,020.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
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): April 2, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Measured at fair value on a recurring basis: Assets: Investment securities $ 0.2 $ — $ — $ 0.4 $ — $ — Foreign currency forward contracts — 4.3 — — 5.7 — Foreign currency option contracts — 1.5 — — 5.0 — Total assets $ 0.2 $ 5.8 $ — $ 0.4 $ 10.7 $ — Liabilities: Cross-currency swap $ — $ — $ — $ — $ 13.8 $ — Foreign currency forward contracts — 3.4 — — 2.4 — Total liabilities $ — $ 3.4 $ — $ — $ 16.2 $ — Measured at fair value on a non-recurring basis: Assets: Goodwill (1) $ — $ — $ — $ — $ — $ 71.7 Total assets $ — $ — $ — $ — $ — $ 71.7 Liabilities Liabilities held for sale, net (2) $ — $ — $ — $ — $ — $ 16.8 Total liabilities $ — $ — $ — $ — $ — $ 16.8 (1) During the year ended December 31, 2021, goodwill with a carrying value of $81.7 million was written down to a fair value of $71.7 million |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | Our fixed rate long-term debt consisted of the following (in millions): April 2, December 31, Level 1 Level 2 Level 1 Level 2 Public Bonds Carrying Value (excluding discount) $ 2,760.0 $ — $ 2,760.0 $ — Fair value $ 2,657.0 $ — $ 2,847.2 $ — Private placement note Carrying value (excluding premium) $ — $ 149.3 $ — $ 153.5 Fair value $ — $ 157.4 $ — $ 162.6 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, December 31, Fair value method Prepaid expenses and other current assets $ 0.2 $ 0.4 Fair value method (1) Other non-current assets $ 1.8 $ 1.8 Equity method Other non-current assets $ 65.7 $ 66.4 (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 Measurement Category Income Statement Location April 2, April 3, Fair value method Other (income) expense, net $ 0.2 $ — Equity method Other (income) expense, net $ 0.7 $ 0.7 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Discontinued Operations, Disposed of by Sale | Discontinued Operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued Operations - Financial Statement Information | Prior year income from discontinued operations, net of tax was as follows (in millions): Three months ended April 3, 2021 Net sales $ 200.1 Cost of sales 138.3 Gross profit 61.8 Operating expenses Distribution 3.3 Research and development 13.4 Selling 7.4 Administration 18.2 Other operating expense (income) (0.9) Total operating expenses 41.4 Operating income 20.4 Interest expense, net 0.6 Other (income) expense, net (1.5) Income from discontinued operations before tax 21.3 Income tax benefit (14.0) Income from discontinued operations, net of tax $ 35.3 During the three months ended April 3, 2021, we incurred $9.3 million 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): Three months ended April 3, 2021 Cash flows from discontinued operations operating activities: Depreciation and amortization $ 15.3 Cash flows from discontinued operations investing activities: Asset acquisitions $ (69.7) Additions to property, plant and equipment (3.2) |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Currency Forward Contracts | Foreign currency forward contracts were as follows (in millions): Notional Amount April 2, December 31, European Euro (EUR) $ 192.4 $ 232.6 British Pound (GBP) 161.2 135.8 Danish Krone (DKK) 53.2 37.5 Swedish Krona (SEK) 50.1 47.8 Chinese Yuan (CNH) 44.5 37.7 Canadian Dollar (CAD) 27.3 29.0 Mexican Peso (MXN) 18.8 1.0 United States Dollar (USD) 18.3 22.9 Polish Zloty (PLZ) 14.1 21.0 Norwegian Krone (NOK) 9.3 11.0 Brazilian Real (BRL) 6.8 — Turkish Lira (TRY) 3.4 3.1 Romanian New Leu (RON) 2.7 1.6 Australian Dollar (AUD) 2.2 1.6 Switzerland Franc (CHF) 2.0 1.9 Other 6.7 3.6 Total $ 613.0 $ 588.1 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The balance sheet location and gross fair value of our derivative instruments were as follows (in millions): Asset Derivatives Fair Value Balance Sheet Location April 2, December 31, Designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 2.1 $ 3.5 Foreign currency forward contracts Other non-current assets 0.8 1.3 Total designated derivatives $ 2.9 $ 4.8 Non-designated derivatives: Foreign currency forward contracts Prepaid expenses and other current assets $ 1.4 $ 0.9 Foreign currency options Prepaid expenses and other current assets 1.5 5.0 Total non-designated derivatives $ 2.9 $ 5.9 Liability Derivatives Fair Value Balance Sheet Location April 2, December 31, Designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 2.0 $ 1.2 Cross-currency swap Other accrued liabilities — 13.8 Total designated derivatives $ 2.0 $ 15.0 Non-designated derivatives: Foreign currency forward contracts Other accrued liabilities $ 1.4 $ 1.2 |
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 April 2, 2022 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 (7.2) Net sales 0.3 Net sales — Cost of sales (0.4) Cost of sales 0.1 Other (income) expense, net 0.1 $ (7.2) $ (0.6) $ 0.2 Net investment hedges: Cross-currency swap $ (4.6) Interest expense, net $ (0.5) (1) Net loss of $6.3 million is expected to be reclassified out of AOCI into earnings during the next 12 months. Three Months Ended April 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 $ (0.5) Interest expense, net $ — Foreign currency forward contracts 1.7 Net sales (0.9) Net sales — Cost of sales (1.4) Cost of sales 0.1 Other (income) expense, net (0.1) $ 1.7 $ (2.8) $ — Net investment hedges: Cross-currency swap $ (0.5) Interest expense, net $ 1.0 |
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 Non-Designated Derivatives Income Statement April 2, April 3, Foreign currency forward contracts Other (income) expense, net $ 0.5 $ (4.8) Interest expense, net (0.4) 1.2 $ 0.1 $ (3.6) Foreign currency options Other (income) expense, net $ 3.5 $ — |
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 April 2, 2022 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 $ 1,074.5 $ 736.7 $ 35.8 $ (1.1) 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 $ (0.4) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.1 $ — $ 0.1 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.5) $ — Three Months Ended April 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 $ 1,010.0 $ 641.6 $ 32.0 $ 2.4 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 $ (0.9) $ (1.4) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.1 $ — $ (0.1) Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.5) $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, December 31, Operating Operating lease assets $ 195.7 $ 166.9 Finance Other non-current assets 26.2 27.9 Total $ 221.9 $ 194.8 Liabilities Balance Sheet Location April 2, December 31, Current Operating Other accrued liabilities $ 24.4 $ 26.0 Finance Current indebtedness 4.6 4.9 Non-Current Operating Other non-current liabilities 171.3 147.3 Finance Long-term debt, less current portion 19.8 20.9 Total $ 220.1 $ 199.1 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing April 2, December 31, April 2, December 31, CSCA $ 95.5 $ 98.2 $ 14.9 $ 15.3 CSCI 27.9 30.7 7.5 7.9 Unallocated 72.3 38.0 3.8 4.7 Total $ 195.7 $ 166.9 $ 26.2 $ 27.9 Liabilities Operating Financing April 2, December 31, April 2, December 31, CSCA $ 96.3 $ 99.7 $ 15.7 $ 16.0 CSCI 29.1 31.8 4.8 5.0 Unallocated 70.3 41.8 3.9 4.8 Total $ 195.7 $ 173.3 $ 24.4 $ 25.8 |
Lease Expense | Lease expense was as follows (in millions): Three Months Ended April 2, April 3, Operating leases (1) $ 9.7 $ 9.8 Finance leases Amortization $ 1.5 $ 1.5 Interest 0.2 0.2 Total finance leases $ 1.7 $ 1.7 (1) Includes short-term leases and variable lease costs, which are immaterial. |
Finance Lease Maturity | The annual future maturities of our leases as of April 2, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2022 $ 22.2 $ 4.1 $ 26.3 2023 24.8 3.9 28.7 2024 21.7 2.4 24.1 2025 19.2 2.2 21.4 2026 17.6 2.1 19.7 After 2026 122.4 13.6 136.0 Total lease payments 227.9 28.3 256.2 Less: Interest 32.2 3.9 36.1 Present value of lease liabilities $ 195.7 $ 24.4 $ 220.1 |
Operating Lease Liability Maturity | The annual future maturities of our leases as of April 2, 2022 are as follows (in millions): Operating Leases Finance Leases Total 2022 $ 22.2 $ 4.1 $ 26.3 2023 24.8 3.9 28.7 2024 21.7 2.4 24.1 2025 19.2 2.2 21.4 2026 17.6 2.1 19.7 After 2026 122.4 13.6 136.0 Total lease payments 227.9 28.3 256.2 Less: Interest 32.2 3.9 36.1 Present value of lease liabilities $ 195.7 $ 24.4 $ 220.1 |
Weighted Average Lease Terms and Discount Rates | Our weighted average lease terms and discount rates are as follows: April 2, April 3, Weighted-average remaining lease term (in years) Operating leases 12.09 10.52 Finance leases 9.28 9.31 Weighted-average discount rate Operating leases 2.61 % 2.97 % Finance leases 2.82 % 2.76 % |
Lease Cash Flow Classifications | Our lease cash flow classifications are as follows (in millions): Three Months Ended April 2, April 3, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8.5 $ 10.0 Operating cash flows for finance leases $ 0.2 $ 0.2 Financing cash flows for finance leases $ 1.3 $ 1.3 Leased assets obtained in exchange for new finance lease liabilities $ — $ 4.2 Leased assets obtained in exchange for new operating lease liabilities $ 31.6 $ 3.9 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total borrowings are summarized as follows (in millions): April 2, December 31, Term loan 2019 Term loan due August 15, 2022 (1) $ 600.0 $ 600.0 Notes and Bonds Coupon Due 5.105% July 28, 2023 (2) $ 149.3 $ 153.5 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 3.900% June 15, 2030 (3) 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 2,909.3 2,913.5 Other financing 24.3 25.8 Unamortized premium (discount), net (5.2) (4.8) Deferred financing fees (13.2) (14.0) Total borrowings outstanding 3,515.2 3,520.5 Current indebtedness (4.6) (603.8) Total long-term debt less current portion $ 3,510.6 $ 2,916.7 (1) Reported as long-term associated with refinancing after April 2, 2022. Refer to Note 18 . (2) Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate. (3) The coupon rate noted above is that as of December 31, 2021, following a step up in rate from 3.150% to 3.900%, effective December 16, 2021. Due to a credit ratings downgrade by S&P and Moody's in the first quarter of 2022, the interest rate has stepped up from 3.900% to 4.400% starting after June 15, 2022. |
Earnings Per Share and Shareh_2
Earnings Per Share and Shareholders' Equity (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
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 April 2, April 3, Numerator: Income (loss) from continuing operations $ (1.3) $ 2.8 Income (loss) from discontinued operations, net of tax (1.1) 35.3 Net income (loss) $ (2.4) $ 38.1 Denominator: Weighted average shares outstanding for basic EPS 134.0 133.2 Dilutive effect of share-based awards* — 1.4 Weighted average shares outstanding for diluted EPS 134.0 134.6 Anti-dilutive share-based awards excluded from computation of diluted EPS* — 1.8 * In the period of a net loss, diluted shares equal basic shares. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
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 (1) Post-Retirement and Pension Liability Adjustments, net of tax (1) Total AOCI Balance at December 31, 2021 $ (22.0) $ 67.4 $ (9.9) $ 35.5 OCI before reclassifications 9.8 19.0 (7.7) 21.1 Amounts reclassified from AOCI 0.6 (43.6) 1.4 (41.6) Other comprehensive income (loss) $ 10.4 $ (24.6) $ (6.3) $ (20.5) Balance at April 2, 2022 $ (11.6) $ 42.8 $ (16.2) $ 15.0 (1) Amounts reclassified from AOCI relate to the divestiture of the Latin America businesses |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | The effective tax rates were as follows: Three Months Ended April 2, April 3, 90.2 % 84.0 % |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Restructuring Charges [Abstract] | |
Restructuring and Related Costs | The following reflects our restructuring activity (in millions): Three Months Ended April 2, April 3, Beginning balance $ 6.9 $ 9.1 Additional charges 3.6 1.8 Payments (2.1) (4.4) Non-cash adjustments (0.2) (0.3) Ending balance $ 8.2 $ 6.2 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below show select financial measures by reporting segment (in millions): Total Assets April 2, December 31, CSCA $ 6,034.3 $ 5,983.8 CSCI 4,355.2 4,425.8 Held for sale — 16.1 Total $ 10,389.5 $ 10,425.7 Three Months Ended April 2, 2022 April 3, 2021 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 710.0 $ 78.5 $ 12.4 $ 640.5 $ 95.6 $ 12.9 CSCI 364.5 16.2 36.1 369.5 17.4 40.3 Unallocated — (73.0) — — (61.6) — Continuing Operations Total $ 1,074.5 $ 21.7 $ 48.5 $ 1,010.0 $ 51.4 $ 53.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 7.2 | $ 6.5 |
Provision for credit losses, net | 0.3 | 2.9 |
Receivables written-off | (0.8) | (0.2) |
Recoveries collected | 0 | 0 |
Currency translation adjustment | 0.4 | (0.1) |
Balance at end of period | $ 7.1 | $ 9.1 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Geographic Location (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,074.5 | $ 1,010 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 683.1 | 611.3 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 351.7 | 355.3 |
All other countries | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 39.7 | 43.4 |
Ireland | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 6.6 | $ 4.5 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,074.5 | $ 1,010 |
CSCA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 710 | 640.5 |
CSCA | Upper respiratory | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 152.8 | 118.6 |
CSCA | Nutrition | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 127.2 | 92.2 |
CSCA | Digestive health | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 118.6 | 118.4 |
CSCA | Pain and sleep-aids | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 102.9 | 95.1 |
CSCA | Oral care | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 70.4 | 75 |
CSCA | Healthy lifestyle | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 68.2 | 76.7 |
CSCA | Skincare and personal hygiene | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 48.5 | 55.3 |
CSCA | Vitamins, minerals, and supplements | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7.7 | 7.8 |
CSCA | Other CSCA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 13.7 | 1.4 |
CSCI | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 364.5 | 369.5 |
CSCI | Upper respiratory | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 61.4 | 42.9 |
CSCI | Digestive health | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 9.2 | 8.5 |
CSCI | Pain and sleep-aids | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 51.7 | 49 |
CSCI | Oral care | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 24.4 | 25.5 |
CSCI | Healthy lifestyle | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 42.7 | 50.3 |
CSCI | Skincare and personal hygiene | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 101.9 | 107 |
CSCI | Vitamins, minerals, and supplements | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 47.9 | 59 |
CSCI | Other CSCI | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 25.3 | $ 27.3 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,074.5 | $ 1,010 |
Contract manufacturing | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 70.8 | $ 63.1 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Apr. 02, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Short-term contract assets | $ 32.5 | $ 40.2 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Divestiture (Details) - USD ($) $ in Millions | Apr. 29, 2022 | Mar. 24, 2022 | Mar. 09, 2022 | Mar. 08, 2022 | Apr. 02, 2022 | Apr. 03, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net proceeds from sale of businesses | $ 58.7 | $ 0 | ||||
Loss on sale of business | $ 1.4 | $ 0 | ||||
Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Installment receivable, period one | 12 months | |||||
Installment receivable, period two | 18 months | |||||
Consideration, installment receivables | $ 11.3 | |||||
Contingent consideration | 7.2 | |||||
Forecast | HRA Pharma | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Binding offer for acquisition | $ 1,900 | |||||
Advent International | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total consideration | 23.9 | |||||
Net proceeds from sale of businesses | $ 5.4 | |||||
Latin America Business | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on sale of business | $ 1.4 | |||||
ScarAway Member | CSCI | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net proceeds from sale of businesses | $ 20.7 | |||||
Loss on sale of business | $ (3.6) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 02, 2022 | Dec. 31, 2021 | Jul. 03, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 2,999.4 | ||
Purchase accounting adjustments | 0 | ||
Impairments | 0 | ||
Currency translation adjustments | (28.7) | ||
Goodwill, Ending Balance | 2,970.7 | ||
CSCA | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 1,902.4 | ||
Purchase accounting adjustments | 0 | ||
Impairments | 0 | ||
Currency translation adjustments | (0.4) | ||
Goodwill, Ending Balance | 1,902 | ||
Accumulated impairments | 0 | $ 6.1 | $ 6.1 |
CSCI | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 1,097 | ||
Purchase accounting adjustments | 0 | ||
Impairments | 0 | ||
Currency translation adjustments | (28.3) | ||
Goodwill, Ending Balance | 1,068.7 | ||
Accumulated impairments | $ 878.4 | $ 878.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible categories (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Apr. 02, 2022 | Apr. 03, 2021 | Mar. 17, 2022 | Dec. 31, 2021 | |
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Indefinite-lived intangibles: | $ 5.2 | $ 5.3 | ||
Gross | 3,598.4 | 3,678.5 | ||
Accumulated Amortization | 1,544.7 | 1,532.4 | ||
Total other intangible assets | 3,603.6 | 3,683.8 | ||
Intangible assets amortization expense | 48.5 | $ 53.2 | ||
Distribution and license agreements and supply agreements | ||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Gross | 82.3 | 73.2 | ||
Accumulated Amortization | 56.6 | 56.9 | ||
Developed product technology, formulations, and product rights | ||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Gross | 298.7 | $ 10 | 300.2 | |
Accumulated Amortization | 194.4 | 191.4 | ||
Customer relationships and distribution networks | ||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Gross | 1,777 | 1,820.7 | ||
Accumulated Amortization | 891.2 | 887.8 | ||
Trademarks, trade names, and brands | ||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Gross | 1,438.3 | 1,482.3 | ||
Accumulated Amortization | 400.4 | 394.2 | ||
Non-compete agreements | ||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Gross | 2.1 | 2.1 | ||
Accumulated Amortization | 2.1 | 2.1 | ||
Trademarks, trade names, and brands | ||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Indefinite-lived intangibles: | 3.5 | 3.5 | ||
In-process research and development | ||||
Finite And Indefinite Lived Assets By Major Class [Line Items] | ||||
Indefinite-lived intangibles: | $ 1.7 | $ 1.8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Apr. 02, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 540.9 | $ 549.2 |
Work in process | 263.1 | 251.9 |
Raw materials | 218.4 | 219.1 |
Total inventories | $ 1,022.4 | $ 1,020.2 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments at Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Apr. 02, 2022 | |
Liabilities: | ||
Goodwill carrying amount | $ 2,999.4 | $ 2,970.7 |
CSCA | ||
Liabilities: | ||
Goodwill carrying amount | 1,902.4 | 1,902 |
Liabilities Held for Sale | Latin America Business | ||
Liabilities: | ||
Total impairment charge | 162.2 | |
Measured at fair value on a recurring basis | Level 1 | ||
Assets: | ||
Investment securities | 0.4 | 0.2 |
Foreign currency forward contracts | 0 | 0 |
Foreign currency option contracts | 0 | 0 |
Total assets | 0.4 | 0.2 |
Liabilities: | ||
Cross-currency swap | 0 | 0 |
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 | 4.3 |
Foreign currency option contracts | 5 | 1.5 |
Total assets | 10.7 | 5.8 |
Liabilities: | ||
Cross-currency swap | 13.8 | 0 |
Foreign currency forward contracts | 2.4 | 3.4 |
Total liabilities | 16.2 | 3.4 |
Measured at fair value on a recurring basis | Level 3 | ||
Assets: | ||
Investment securities | 0 | 0 |
Foreign currency forward contracts | 0 | 0 |
Foreign currency option contracts | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Cross-currency swap | 0 | 0 |
Foreign currency forward contracts | 0 | 0 |
Total liabilities | 0 | 0 |
Measured at fair value on a non-recurring basis | CSCA | ||
Liabilities: | ||
Goodwill carrying amount | 81.7 | |
Measured at fair value on a non-recurring basis | Level 1 | ||
Assets: | ||
Goodwill | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Liabilities held for sale, net | 0 | |
Total liabilities | 0 | |
Measured at fair value on a non-recurring basis | Level 2 | ||
Assets: | ||
Goodwill | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Liabilities held for sale, net | 0 | |
Total liabilities | 0 | |
Measured at fair value on a non-recurring basis | Level 3 | ||
Assets: | ||
Goodwill | 71.7 | 0 |
Total assets | 71.7 | 0 |
Liabilities: | ||
Liabilities held for sale, net | 16.8 | 0 |
Total liabilities | $ 16.8 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fixed Rate Long-term Debt (Details) - USD ($) $ in Millions | Apr. 02, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public Bonds | $ 2,909.3 | $ 2,913.5 |
Public Bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public Bonds | 2,657 | 2,847.2 |
Public Bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public Bonds | 0 | 0 |
Private placement note | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private placement note | 0 | 0 |
Private placement note | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private placement note | 157.4 | 162.6 |
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 | Public Bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public Bonds | 0 | 0 |
Reported Value Measurement | Private placement note | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private placement note | 0 | 0 |
Reported Value Measurement | Private placement note | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private placement note | $ 149.3 | $ 153.5 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 02, 2022 | Apr. 03, 2021 | Dec. 31, 2021 | |
Other (income) expense, net | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method, other expense (income) | $ 0.2 | $ 0 | |
Equity securities, equity method, other expense (income) | 0.7 | $ 0.7 | |
Prepaid expenses and other current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method | 0.2 | $ 0.4 | |
Other non-current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method | 1.8 | 1.8 | |
Equity securities, equity method, other non-current assets | $ 65.7 | $ 66.4 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Millions | Jul. 06, 2021USD ($) | Mar. 08, 2021USD ($) | Dec. 31, 2020USD ($) | May 15, 2015brand | Apr. 02, 2022USD ($) | Apr. 03, 2021USD ($) |
Discontinued Operations | ||||||
Gain on sale of business | $ (1.4) | $ 0 | ||||
Foreign currency translation gain | $ 159.3 | |||||
Purchase of inventory | 10.5 | 83.2 | ||||
Number of ANDAs acquired | brand | 2 | |||||
Prepaid expenses and other current assets | ||||||
Discontinued Operations | ||||||
Receivable from transition services agreement | 14.8 | |||||
Discontinued Operations | Discontinued Operations, Disposed of by Sale | ||||||
Discontinued Operations | ||||||
Total consideration | 1,550 | |||||
Potential R&D milestone payments and contingent purchase obligations assumed by purchaser | 53.3 | |||||
Gain on sale of business | $ 47.5 | |||||
Transition service period | 24 months | |||||
Supply agreement term | 4 years | |||||
Supply agreement, extension period | 7 years | |||||
Proceeds from transition services agreement | 3.4 | |||||
Proceeds from supply and distribution agreements | 30.7 | |||||
Payments for supply arrangements | 14.3 | |||||
Aggregate cap on buyer's obligation for certain pre-closing liabilities (percent) | 5000.00% | |||||
Aggregate cap on buyer's obligation for certain pre-closing liabilities | $ 50 | |||||
Income (loss) from discontinued operations, net of tax | (1.1) | 35.3 | ||||
Separation costs | 9.3 | |||||
Asset acquisitions | $ 53.3 | $ 16.4 | $ 69.7 | |||
Discontinued Operations | Discontinued Operations, Disposed of by Sale | Other Operating Expense (Income) | ||||||
Discontinued Operations | ||||||
Income from transition services agreement | 3.4 | |||||
Discontinued Operations | Discontinued Operations, Disposed of by Sale | Net Sales | ||||||
Discontinued Operations | ||||||
Product sales and royalty income from transition services agreement | 32.8 | |||||
RX Business | Discontinued Operations, Disposed of by Sale | Discontinued Operations | ||||||
Discontinued Operations | ||||||
Purchase of inventory | $ 8.7 |
Discontinued Operations - Resul
Discontinued Operations - Results of Discontinued Operations (Details) - Discontinued Operations, Disposed of by Sale - Discontinued Operations - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | $ 200.1 | |
Cost of sales | 138.3 | |
Gross profit | 61.8 | |
Distribution | 3.3 | |
Research and development | 13.4 | |
Selling | 7.4 | |
Administration | 18.2 | |
Other operating expense, net | (0.9) | |
Total operating expenses | 41.4 | |
Operating income | 20.4 | |
Interest expense, net | 0.6 | |
Other (income) expense, net | (1.5) | |
Income from discontinued operations before tax | 21.3 | |
Income tax expense (benefit) | (14) | |
Income (loss) from discontinued operations, net of tax | $ (1.1) | $ 35.3 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flow Information (Details) - Discontinued Operations, Disposed of by Sale - Discontinued Operations - USD ($) $ in Millions | Mar. 08, 2021 | Dec. 31, 2020 | Apr. 03, 2021 |
Cash flows from discontinued operations operating activities: | |||
Depreciation and amortization | $ 15.3 | ||
Cash flows from discontinued operations investing activities: | |||
Asset acquisitions | $ (53.3) | $ (16.4) | (69.7) |
Additions to property, plant and equipment | $ (3.2) |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) $ in Millions | 3 Months Ended | |||
Apr. 02, 2022USD ($) | Apr. 03, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($)derivative | |
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Number of non-designated currency option contracts | derivative | 2 | |||
Foreign currency options | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | $ 1,100 | |||
Foreign currency forward contracts | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | $ 613 | $ 588.1 | ||
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 | $ 192.4 | 232.6 | ||
Foreign currency forward contracts | British Pound (GBP) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 161.2 | 135.8 | ||
Foreign currency forward contracts | Brazilian Real (BRL) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 6.8 | 0 | ||
Foreign currency forward contracts | Danish Krone (DKK) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 53.2 | 37.5 | ||
Foreign currency forward contracts | Swedish Krona (SEK) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 50.1 | 47.8 | ||
Foreign currency forward contracts | Chinese Yuan (CNH) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 44.5 | 37.7 | ||
Foreign currency forward contracts | United States Dollar (USD) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 18.3 | 22.9 | ||
Foreign currency forward contracts | Polish Zloty (PLZ) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 14.1 | 21 | ||
Foreign currency forward contracts | Canadian Dollar (CAD) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 27.3 | 29 | ||
Foreign currency forward contracts | Norwegian Krone (NOK) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 9.3 | 11 | ||
Foreign currency forward contracts | Switzerland Franc (CHF) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 2 | 1.9 | ||
Foreign currency forward contracts | Turkish Lira (TRY) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 3.4 | 3.1 | ||
Foreign currency forward contracts | Australian Dollar (AUD) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 2.2 | 1.6 | ||
Foreign currency forward contracts | Romanian New Leu (RON) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 2.7 | 1.6 | ||
Foreign currency forward contracts | Mexican Peso (MXN) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 18.8 | 1 | ||
Foreign currency forward contracts | Other | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | 6.7 | $ 3.6 | ||
Non-designated derivatives: | Foreign currency options | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Notional amount of derivatives | $ 1,100 | |||
Non-designated derivatives: | Foreign currency forward contracts | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Loss on change in fair value of option contract | $ (0.1) | $ 3.6 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Apr. 02, 2022 | Dec. 31, 2021 |
Designated derivatives: | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 2.9 | $ 4.8 |
Liability Derivatives | 2 | 15 |
Designated derivatives: | Prepaid expenses and other current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.1 | 3.5 |
Designated derivatives: | Other non-current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.8 | 1.3 |
Designated derivatives: | Other accrued liabilities | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2 | 1.2 |
Designated derivatives: | Other accrued liabilities | Cross-currency swap | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0 | 13.8 |
Non-designated derivatives: | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.9 | 5.9 |
Non-designated derivatives: | Prepaid expenses and other current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1.4 | 0.9 |
Non-designated derivatives: | Prepaid expenses and other current assets | Foreign currency options | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1.5 | 5 |
Non-designated derivatives: | Other accrued liabilities | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 1.4 | $ 1.2 |
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 | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | $ (7.2) | $ 1.7 |
Amount of Gain/(Loss) Reclassified from AOCI into Earnings | (0.6) | (2.8) |
Gain (Loss) from Components Excluded from Assessment of Cash Flow Hedge Effectiveness, Net | 0.2 | 0 |
Foreign currency cash flow hedge loss to be reclassified during next 12 months | 6.3 | |
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 |
Gain (loss) recognized in earnings on derivatives related to amounts excluded from effectiveness testing | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 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 | 0.3 | (0.9) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 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 | (0.4) | (1.4) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0.1 | 0.1 |
Other (income) 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 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0.1 | (0.1) |
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 |
Amount of gain or (loss) reclassified from AOCI into earnings - Interest rate swap agreements | (0.5) | (0.5) |
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 |
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 |
Interest Rate Swap | Other (income) expense, net | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of gain or (loss) reclassified from AOCI into earnings - Interest rate swap agreements | 0 | 0 |
Foreign currency forward contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | (7.2) | 1.7 |
Cross-currency swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain/(Loss) Recorded in OCI, Net investment hedges | (4.6) | (0.5) |
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 | $ (0.5) | $ 1 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Non-designated Derivatives (Details) - Non-designated derivatives: - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Foreign currency forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of option contract | $ 0.1 | $ (3.6) |
Foreign currency forward contracts | Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of option contract | 0.5 | (4.8) |
Foreign currency forward contracts | Interest Expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of option contract | (0.4) | 1.2 |
Foreign currency options | Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of option contract | $ 3.5 | $ 0 |
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 | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net sales | $ 1,074.5 | $ 1,010 |
Cost of sales | 736.7 | 641.6 |
Interest expense, net | 35.8 | 32 |
Other (income) expense, net | (1.1) | 2.4 |
Net Sales | ||
Foreign currency forward contracts | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0.3 | (0.9) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 |
Cost of Sales | ||
Foreign currency forward contracts | ||
Amount of gain or (loss) reclassified from AOCI into earnings | (0.4) | (1.4) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0.1 | 0.1 |
Interest Expense, net | ||
Foreign currency forward contracts | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0 | 0 |
Other (income) expense, net | ||
Foreign currency forward contracts | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | 0.1 | (0.1) |
Interest Rate Swap | Net Sales | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 |
Interest Rate Swap | Cost of Sales | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 |
Interest Rate Swap | Interest Expense, net | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | (0.5) | (0.5) |
Interest Rate Swap | Other (income) expense, net | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | $ 0 | $ 0 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Apr. 02, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 195.7 | $ 166.9 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other non-current assets | Other non-current assets |
Finance leases | $ 26.2 | $ 27.9 |
Right-of-use asset | $ 221.9 | $ 194.8 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Operating lease liability, current | $ 24.4 | $ 26 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current indebtedness | Current indebtedness |
Finance lease liability, current | $ 4.6 | $ 4.9 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Operating lease liability, noncurrent | $ 171.3 | $ 147.3 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, less current portion | Long-term debt, less current portion |
Finance lease liability, noncurrent | $ 19.8 | $ 20.9 |
Present value of lease liabilities | 220.1 | 199.1 |
Total operating lease liabilities | 195.7 | 173.3 |
Total finance lease liabilities | 24.4 | 25.8 |
Unallocated | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 72.3 | 38 |
Finance leases | 3.8 | 4.7 |
Total operating lease liabilities | 70.3 | 41.8 |
Total finance lease liabilities | 3.9 | 4.8 |
CSCA | Operating Segments | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 95.5 | 98.2 |
Finance leases | 14.9 | 15.3 |
Total operating lease liabilities | 96.3 | 99.7 |
Total finance lease liabilities | 15.7 | 16 |
CSCI | Operating Segments | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 27.9 | 30.7 |
Finance leases | 7.5 | 7.9 |
Total operating lease liabilities | 29.1 | 31.8 |
Total finance lease liabilities | $ 4.8 | $ 5 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Leases [Abstract] | ||
Operating leases | $ 9.7 | $ 9.8 |
Finance leases | ||
Amortization | 1.5 | 1.5 |
Interest | 0.2 | 0.2 |
Total finance leases | $ 1.7 | $ 1.7 |
Leases - Annual Future Maturiti
Leases - Annual Future Maturities of Leases (Details) - USD ($) $ in Millions | Apr. 02, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 | $ 22.2 | |
2023 | 24.8 | |
2024 | 21.7 | |
2025 | 19.2 | |
2026 | 17.6 | |
After 2026 | 122.4 | |
Total lease payments | 227.9 | |
Less: Interest | 32.2 | |
Present value of lease liabilities | 195.7 | $ 173.3 |
Finance Leases | ||
2022 | 4.1 | |
2023 | 3.9 | |
2024 | 2.4 | |
2025 | 2.2 | |
2026 | 2.1 | |
After 2026 | 13.6 | |
Total lease payments | 28.3 | |
Less: Interest | 3.9 | |
Present value of lease liabilities | 24.4 | 25.8 |
Total | ||
2022 | 26.3 | |
2023 | 28.7 | |
2024 | 24.1 | |
2025 | 21.4 | |
2026 | 19.7 | |
After 2026 | 136 | |
Total lease payments | 256.2 | |
Less: Interest | 36.1 | |
Present value of lease liabilities | $ 220.1 | $ 199.1 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Terms and Discount Rates (Details) | Apr. 02, 2022 | Apr. 03, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term - Operating leases | 12 years 1 month 2 days | 10 years 6 months 7 days |
Weighted-average lease term - Finance leases | 9 years 3 months 10 days | 9 years 3 months 21 days |
Weighted-average discount rate - Operating lease (percent) | 2.61% | 2.97% |
Weighted-average discount rate - Finance lease (percent) | 2.82% | 2.76% |
Leases - Lease Cash Flow Classi
Leases - Lease Cash Flow Classifications (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 8.5 | $ 10 |
Operating cash flows for finance leases | 0.2 | 0.2 |
Financing cash flows for finance leases | 1.3 | 1.3 |
Leased assets obtained in exchange for new finance lease liabilities | 0 | 4.2 |
Leased assets obtained in exchange for new operating lease liabilities | $ 31.6 | $ 3.9 |
Indebtedness - Schedule of Borr
Indebtedness - Schedule of Borrowings Outstanding (Details) - USD ($) $ in Millions | Jun. 15, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Dec. 16, 2021 | Dec. 15, 2021 |
Debt Instrument [Line Items] | |||||
Senior notes | $ 2,909.3 | $ 2,913.5 | |||
Other financing | 24.3 | 25.8 | |||
Unamortized premium (discount), net | (5.2) | (4.8) | |||
Deferred financing fees | (13.2) | (14) | |||
Total borrowings outstanding | 3,515.2 | 3,520.5 | |||
Current indebtedness | (4.6) | (603.8) | |||
Long-term debt, less current portion | 3,510.6 | 2,916.7 | |||
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 | 5.1045% | ||||
Senior notes | $ 149.3 | 153.5 | |||
4.00% unsecured senior notes due November 15, 2023 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 4.00% | ||||
Senior notes | $ 215.6 | 215.6 | |||
3.9% senior note due December 15, 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 3.90% | ||||
Senior notes | $ 700 | 700 | |||
4.375% senior note due March 15, 2026 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 4.375% | ||||
Senior notes | $ 700 | 700 | |||
3.9% Senior Notes due June 15, 2030 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 3.90% | 3.90% | 315.00% | ||
Senior notes | $ 750 | 750 | |||
3.9% Senior Notes due June 15, 2030 | Forecast | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 4.40% | ||||
5.30% unsecured senior notes due November 15, 2043 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 5.30% | ||||
Senior notes | $ 90.5 | 90.5 | |||
4.9% senior notes due December 15, 2044 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 4.90% | ||||
Senior notes | $ 303.9 | $ 303.9 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Aug. 15, 2019 | Mar. 08, 2018 | |
Debt Instrument [Line Items] | |||||
Outstanding balance | $ 0 | $ 0 | |||
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 | ||||
Term loans | $ 600,000,000 | $ 600,000,000 | |||
Maximum leverage ratio | 375.00% | 575.00% | |||
2019 Term loan due August 15, 2022 | Forecast | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 375.00% | ||||
Maximum leverage ratio, subject to consummation of qualifying acquisitions | 4 |
Earnings Per Share and Shareh_3
Earnings Per Share and Shareholders' Equity (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 02, 2022 | Apr. 03, 2021 | Oct. 31, 2018 | |
Numerator: | |||
Income (loss) from continuing operations | $ (1.3) | $ 2.8 | |
Income (loss) from discontinued operations, net of tax | (1.1) | 35.3 | |
Net income (loss) | $ (2.4) | $ 38.1 | |
Denominator: | |||
Weighted average shares outstanding for basic EPS (in shares) | 134,000,000 | 133,200,000 | |
Dilutive effect of share-based awards (in shares) | 0 | 1,400,000 | |
Weighted average shares outstanding for diluted EPS (in shares) | 134,000,000 | 134,600,000 | |
Anti-dilutive share-based awards excluded from computation of diluted EPS (shares) | 0 | 1,800,000 | |
Stock repurchase program, authorized amount | $ 1,000 | ||
Repurchases of ordinary shares (shares) | 0 | 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | $ 5,151.7 | $ 5,655.1 |
OCI before reclassifications | 21.1 | |
Amounts reclassified from AOCI | (41.6) | |
Other comprehensive income (loss), net of tax | (20.5) | (118.3) |
Balance, ending | 5,104.5 | 5,558 |
Total AOCI | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | 35.5 | 395 |
Other comprehensive income (loss), net of tax | (20.5) | (118.3) |
Balance, ending | 15 | $ 276.7 |
Fair Value of Derivative Financial Instruments, net of tax | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | (22) | |
OCI before reclassifications | 9.8 | |
Amounts reclassified from AOCI | 0.6 | |
Other comprehensive income (loss), net of tax | 10.4 | |
Balance, ending | (11.6) | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | 67.4 | |
OCI before reclassifications | 19 | |
Amounts reclassified from AOCI | (43.6) | |
Other comprehensive income (loss), net of tax | (24.6) | |
Balance, ending | 42.8 | |
Posey-Retirement and Pension Liability Adjustments, net of tax | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | (9.9) | |
OCI before reclassifications | (7.7) | |
Amounts reclassified from AOCI | 1.4 | |
Other comprehensive income (loss), net of tax | (6.3) | |
Balance, ending | $ (16.2) |
Income Taxes (Details)
Income Taxes (Details) € in Millions, $ in Millions | Jan. 20, 2022USD ($) | Oct. 05, 2021USD ($) | Oct. 05, 2021EUR (€) | Sep. 29, 2021EUR (€) | Feb. 26, 2021USD ($) | Jan. 13, 2021USD ($) | Dec. 19, 2020USD ($) | May 07, 2020USD ($) | Aug. 15, 2017USD ($) | Apr. 02, 2022USD ($)year | Apr. 03, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Apr. 26, 2019USD ($) |
Income Tax Contingency [Line Items] | ||||||||||||||||||
Effective income tax rate reconciliation, percent | 90.20% | 84.00% | ||||||||||||||||
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 | |||||||||||||||||
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, estimate of additional tax expense, excluding interest and penalties | $ 58.5 | |||||||||||||||||
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 | |||||||||||||||||
Blended interest rate proposed on debts | 4.36% | |||||||||||||||||
Blended interest rate in revenue agent report | 2.57% | |||||||||||||||||
Stated blended interest rate | 6.80% | |||||||||||||||||
Estimated increase to tax expense from audit adjustment, excluding interest and penalties | $ 72.9 | |||||||||||||||||
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] | ||||||||||||||||||
Income tax examination, full and final settlement amount | € | € 297 | |||||||||||||||||
Income tax examination, taxes paid | $ 307.5 | € 266.1 | ||||||||||||||||
Israel Tax Authority | ||||||||||||||||||
Income Tax Contingency [Line Items] | ||||||||||||||||||
Income tax examination, number of taxable years | year | 5 | |||||||||||||||||
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 | |||||||||||||||||
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 - Price Fixing La
Contingencies - Price Fixing Lawsuits (Details) | Jan. 16, 2019defendantgenericPrescriptionPharmaceutical | Apr. 02, 2022classcomplaint | Oct. 08, 2021manufacturerhealthPlanindividual | Aug. 30, 2021pharmaceuticalCompany | Jul. 03, 2021manufacturer | Dec. 15, 2020brandmanufacturerpharmaceuticalCompany | Dec. 14, 2020manufacturer | Dec. 11, 2020manufacturer | Sep. 04, 2020manufacturer | Aug. 27, 2020manufacturer | Jul. 14, 2020brandcasemanufacturer | Jul. 09, 2020pharmaceuticalCompany | Jun. 10, 2020plaintiffGroupretailermanufacturerpharmaceuticalProduct | Jun. 09, 2020manufacturer | May 31, 2020manufacturerhealthPlanindividual | Mar. 01, 2020defendant | Dec. 27, 2019defendant | Dec. 23, 2019defendant | Dec. 16, 2019defendant | Dec. 11, 2019defendant | Nov. 14, 2019class | Jul. 18, 2019individualmanufacturerhealthPlan | Apr. 30, 2019manufacturergenericPrescriptionPharmaceuticalpharmaceuticalProduct | Dec. 21, 2018manufacturer | Aug. 03, 2018genericPrescriptionPharmaceuticalmanufacturer | Jan. 22, 2018manufacturergenericPrescriptionPharmaceuticalsupermarket | Jun. 21, 2017genericPrescriptionPharmaceuticalindividualclass |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of classes | class | 3 | 3 | 3 | ||||||||||||||||||||||||
Number of complaints | complaint | 2 | ||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | ||||||||||||||||||||||||||
Number of individuals | individual | 11 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Price-Fixing Lawsuit, Supermarket Chains, Amended Complaint | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of manufacturers | 39 | ||||||||||||||||||||||||||
Number of products | 33 | ||||||||||||||||||||||||||
Price-fixing Lawsuit, Westchester County, NY | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of Other pharmaceutical companies | pharmaceuticalCompany | 45 | ||||||||||||||||||||||||||
Price-fixing Lawsuit, Pennsylvania State Court | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of manufacturers | 46 | ||||||||||||||||||||||||||
Number of health plans | healthPlan | 20 | ||||||||||||||||||||||||||
Number of individuals | individual | 24 | ||||||||||||||||||||||||||
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 | retailer | 2 | ||||||||||||||||||||||||||
Canadian Class Action Complaint | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of manufacturers | 29 | ||||||||||||||||||||||||||
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 drugs | pharmaceuticalProduct | 1 | ||||||||||||||||||||||||||
Number of cases included in expedited schedule | case | 0 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
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, Drugstore Chain | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of manufacturers | 45 | 45 | |||||||||||||||||||||||||
Number of drugs | brand | 63 | ||||||||||||||||||||||||||
Number of Other pharmaceutical companies | pharmaceuticalCompany | 39 | ||||||||||||||||||||||||||
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, 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, Several Counties in New York | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of co-defendants | defendant | 28 | ||||||||||||||||||||||||||
Number of Other pharmaceutical companies | pharmaceuticalCompany | 45 | ||||||||||||||||||||||||||
Price-fixing Lawsuit, Managed Care Organization | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of manufacturers | 27 | ||||||||||||||||||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 17 | ||||||||||||||||||||||||||
Price-fixing Lawsuit, Healthcare Service Company | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of co-defendants | defendant | 38 | ||||||||||||||||||||||||||
Price-fixing Lawsuit, Medicare Advantage Claims Recovery Company | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of co-defendants | defendant | 39 | ||||||||||||||||||||||||||
Price-fixing Lawsuit, Healthcare Management Organization | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of co-defendants | defendant | 25 | ||||||||||||||||||||||||||
Price-fixing Lawsuit, Harris County of Texas | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of co-defendants | defendant | 29 |
Contingencies - Securities Liti
Contingencies - Securities Litigation (Details) $ in Millions, ₪ in Billions | Jun. 28, 2017ILS (₪)casegenericPrescriptionPharmaceuticalindividual$ / ₪ | Jun. 28, 2017USD ($)casegenericPrescriptionPharmaceuticalindividual$ / ₪ | Apr. 02, 2022caselawsuitgenericPrescriptionPharmaceuticaldefendantindividualclass | Dec. 31, 2019case | Dec. 31, 2018brandcase | Dec. 31, 2017case | Nov. 14, 2019class | Jul. 31, 2018individual | Jun. 30, 2017case | Jun. 21, 2017genericPrescriptionPharmaceuticalindividualclass |
Loss Contingencies [Line Items] | ||||||||||
Number of classes | class | 3 | 3 | 3 | |||||||
Number of current or former directors and officers | individual | 11 | |||||||||
Number of individuals | individual | 11 | |||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | |||||||||
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 | |||||||||
Mason Capital, Pentwater and Similar Cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of current or former directors and officers | 11 | |||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | |||||||||
Number of cases with similar factual allegations | 8 | |||||||||
Harel Insurance and TIAA-CREFF Cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of current or former directors and officers | individual | 13 | |||||||||
Number of individuals | individual | 11 | |||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | |||||||||
Number of cases with similar factual allegations | 2 | |||||||||
Number of defendants added | defendant | 2 | |||||||||
Number of defendants dismissed without prejudice | individual | 8 | |||||||||
Other Cases Related to Events in 2015-2017 | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of cases with similar factual allegations | 1 | |||||||||
Number of overlapped cases | 3 | |||||||||
Blackrock Global Complaint | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | |||||||||
First Manhattan and Similar Cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of generic prescription pharmaceuticals | 6 | |||||||||
Israel Elec. Corp. Employees' Educ. Fund v. Perrigo Company plc, et al. | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of current or former directors and officers | individual | 11 | 11 | ||||||||
Number of generic prescription pharmaceuticals | genericPrescriptionPharmaceutical | 6 | 6 | ||||||||
Number of cases dismissed | 2 | 2 | ||||||||
Preliminary class damages | ₪ 2.7 | $ 760 | ||||||||
Foreign currency exchange rate, remeasurement | $ / ₪ | 0.28 | 0.28 | ||||||||
Carmignac, First Manhattan and Similar Cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of cases alleging only state law claims | lawsuit | 7 | |||||||||
In Israel (Cases Related to Events in 2015-2017) | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of cases | 3 | |||||||||
Number of cases dismissed | 1 | 1 | ||||||||
Number of cases stayed | brand | 1 | |||||||||
In Israel (Cases Related to Irish Tax Events) | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of cases stayed | 2 |
Contingencies - Other Matters (
Contingencies - Other Matters (Details) $ in Millions | Sep. 30, 2021complaintclaim | Apr. 02, 2022USD ($)tenderlawsuit | May 31, 2021policyPeriod |
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ | $ 65 | ||
Loss contingency, receivable, additions | $ | $ 45.9 | ||
Number of policy periods | policyPeriod | 1 | ||
Ranitidine Litigation | |||
Loss Contingencies [Line Items] | |||
Number of master complaints | 3 | ||
Number of master complaints naming company | 3 | ||
Number of appeals of master complaints | 1 | ||
Number of appeals of personal injury claims | claim | 2 | ||
Number of personal injury lawsuits | lawsuit | 309 | ||
Talcum Powder Litigation | |||
Loss Contingencies [Line Items] | |||
Pending claims, number | lawsuit | 64 | ||
Number of tenders accepted | tender | 1 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Apr. 03, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 6.9 | $ 9.1 |
Additional charges | 3.6 | 1.8 |
Payments | (2.1) | (4.4) |
Non-cash adjustments | (0.2) | (0.3) |
Ending balance | $ 8.2 | $ 6.2 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 02, 2022 | Apr. 03, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 10,389.5 | $ 10,425.7 | |
Net sales | 1,074.5 | $ 1,010 | |
Operating Income (Loss) | 21.7 | 51.4 | |
Intangible Asset Amortization | 48.5 | 53.2 | |
Unallocated | |||
Segment Reporting Information [Line Items] | |||
Net sales | 0 | 0 | |
Operating Income (Loss) | (73) | (61.6) | |
Intangible Asset Amortization | 0 | 0 | |
Held for sale | |||
Segment Reporting Information [Line Items] | |||
Assets | 0 | 16.1 | |
CSCA | |||
Segment Reporting Information [Line Items] | |||
Assets | 6,034.3 | 5,983.8 | |
Net sales | 710 | 640.5 | |
CSCA | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 710 | 640.5 | |
Operating Income (Loss) | 78.5 | 95.6 | |
Intangible Asset Amortization | 12.4 | 12.9 | |
CSCI | |||
Segment Reporting Information [Line Items] | |||
Assets | 4,355.2 | $ 4,425.8 | |
Net sales | 364.5 | 369.5 | |
CSCI | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 364.5 | 369.5 | |
Operating Income (Loss) | 16.2 | 17.4 | |
Intangible Asset Amortization | $ 36.1 | $ 40.3 |
Subsequent Events (Details)
Subsequent Events (Details) € in Billions | Apr. 29, 2022USD ($) | Apr. 29, 2022EUR (€) | Apr. 20, 2022USD ($) | Apr. 30, 2022USD ($) | Sep. 30, 2021USD ($) | Jul. 02, 2022USD ($) | Apr. 02, 2022USD ($)brandderivative | Dec. 31, 2021USD ($) | Apr. 03, 2022USD ($) |
Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of instruments held | derivative | 5 | ||||||||
Foreign currency options | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | $ 1,100,000,000 | ||||||||
Loss on derivatives | $ 3,600,000 | $ 20,900,000 | |||||||
Obligation to pay premiums | $ 25,900,000 | ||||||||
Net Investment Hedging | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of instruments held | derivative | 3 | ||||||||
Forecast | Foreign currency options | |||||||||
Subsequent Event [Line Items] | |||||||||
Loss on derivatives | $ 12,500,000 | ||||||||
Forecast | Cash Flow Hedging | June 1, 2022 Through April 1, 2027 | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | $ 875,000,000 | ||||||||
Forecast | Cash Flow Hedging | Maximum | June 1, 2022 Through April 1, 2029 | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | 1,000,000,000 | ||||||||
Forecast | Cash Flow Hedging | Minimum | June 1, 2022 Through April 1, 2029 | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | 812,500,000 | ||||||||
Forecast | April 20, 2022 Through December 15, 2024 | Net Investment Hedging | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | 300,000,000 | ||||||||
Forecast | April 29, 2022 through March 25, 2026 | Net Investment Hedging | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | 700,000,000 | ||||||||
Forecast | April 22, 2022 through June 15, 2030 | Net Investment Hedging | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | 500,000,000 | ||||||||
Forecast | HRA Pharma | |||||||||
Subsequent Event [Line Items] | |||||||||
Binding offer for acquisition | $ 1,900,000,000 | ||||||||
New Term Loan B Facility | Cash Flow Hedging | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of instruments held | derivative | 3 | ||||||||
4.00% unsecured senior notes due November 15, 2023 | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate, stated percentage | 4.00% | ||||||||
New Term Loan A Facility | Cash Flow Hedging | Interest Rate Swap | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of instruments held | brand | 2 | ||||||||
Subsequent Event | Foreign currency options | |||||||||
Subsequent Event [Line Items] | |||||||||
Notional amount of derivatives | $ 2,000,000,000 | ||||||||
Payments for premiums | $ 37,000,000 | ||||||||
Subsequent Event | HRA Pharma | |||||||||
Subsequent Event [Line Items] | |||||||||
Outstanding equity interest acquired (percent) | 100.00% | ||||||||
Binding offer for acquisition | € | € 1.8 | ||||||||
Transaction costs | $ 10,500,000 | ||||||||
Subsequent Event | HRA Pharma | General and Administrative Expense | |||||||||
Subsequent Event [Line Items] | |||||||||
Transaction costs | 7,000,000 | ||||||||
Subsequent Event | HRA Pharma | Other Nonoperating Income | |||||||||
Subsequent Event [Line Items] | |||||||||
Transaction costs | $ 3,500,000 | ||||||||
Subsequent Event | Revolving Credit Facility | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||||||
Term of debt | 5 years | ||||||||
Subsequent Event | Secured Debt | Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||
Term of debt | 5 years | ||||||||
Subsequent Event | Secured Debt | Line of Credit | New Term Loan B Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,100,000,000 | ||||||||
Term of debt | 7 years |