Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 30, 2024 | May 03, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 30, 2024 | |
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 | 136,320,433 | |
Entity Central Index Key | 0001585364 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | |
3.900% Notes due 2024 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 3.900% Notes due 2024 | |
Trading Symbol | PRGO24 | |
Security Exchange Name | NYSE | |
4.375% Notes due 2026 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.375% Notes due 2026 | |
Trading Symbol | PRGO26 | |
Security Exchange Name | NYSE | |
4.650% Notes due 2030 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.650% Notes due 2030 | |
Trading Symbol | PRGO30 | |
Security Exchange Name | NYSE | |
5.300% Notes due 2043 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 5.300% Notes due 2043 | |
Trading Symbol | PRGO43 | |
Security Exchange Name | NYSE | |
4.900% Notes due 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 | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 1,082.1 | $ 1,181.7 |
Cost of sales | 724.4 | 767.9 |
Gross profit | 357.7 | 413.8 |
Operating expenses | ||
Distribution | 24.9 | 28.6 |
Research and development | 29 | 31.1 |
Selling | 150.3 | 167.9 |
Administration | 130.4 | 135 |
Restructuring | 44.3 | 3.4 |
Other operating expense (income), net | 34 | (0.7) |
Total operating expenses | 412.9 | 365.3 |
Operating (loss) income | (55.2) | 48.5 |
Interest expense, net | 43 | 43.7 |
Other (income) expense, net | 0.4 | 0.5 |
Income (loss) from continuing operations before income taxes | (98.6) | 4.3 |
Income tax (benefit) expense | (102.7) | 5.4 |
Income (loss) from continuing operations | 4.1 | (1.1) |
Income (loss) from discontinued operations, net of tax | (2.1) | (1.9) |
Net income (loss) | $ 2 | $ (3) |
Basic | ||
Continuing operations (in dollars per share) | $ 0.03 | $ (0.01) |
Discontinued operations (in dollars per share) | (0.02) | (0.01) |
Basic earnings (loss) per share (in dollars per share) | 0.01 | (0.02) |
Diluted | ||
Continuing operations (in dollars per share) | 0.03 | (0.01) |
Discontinued operations (in dollars per share) | (0.02) | (0.01) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.01 | $ (0.02) |
Weighted-average shares outstanding | ||
Basic (in shares) | 136.6 | 134.9 |
Diluted (in shares) | 137.6 | 134.9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 2 | $ (3) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (58.3) | 52.7 |
Change in fair value of derivative financial instruments, net of tax | 10.9 | (31.5) |
Change in post-retirement and pension liability, net of tax | (1) | (0.5) |
Other comprehensive income (loss), net of tax | (48.4) | 20.7 |
Comprehensive income (loss) | $ (46.4) | $ 17.7 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) shares in Millions, $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Cash, cash equivalents and restricted cash | $ 658.5 | $ 751.3 |
Accounts receivable, net of allowance for credit losses of $8.1 and $7.8, respectively | 780 | 739.6 |
Inventories | 1,121.3 | 1,140.9 |
Prepaid expenses and other current assets | 246.6 | 201.1 |
Total current assets | 2,806.4 | 2,832.9 |
Property, plant and equipment, net | 911.4 | 916.4 |
Operating lease assets | 176.7 | 183.6 |
Goodwill and indefinite-lived intangible assets | 3,498.1 | 3,534.4 |
Definite-lived intangible assets, net | 2,870.3 | 2,980.8 |
Deferred income taxes | 28 | 25.8 |
Other non-current assets | 349.4 | 335.2 |
Total non-current assets | 7,833.9 | 7,976.2 |
Total assets | 10,640.3 | 10,809.1 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 453.7 | 477.7 |
Payroll and related taxes | 114.4 | 127 |
Accrued customer programs | 179.1 | 163.5 |
Other accrued liabilities | 359 | 335.4 |
Accrued income taxes | 7.7 | 42.1 |
Current indebtedness | 440.6 | 440.6 |
Total current liabilities | 1,554.5 | 1,586.3 |
Long-term debt, less current portion | 3,624.9 | 3,632.8 |
Deferred income taxes | 247.7 | 262.3 |
Other non-current liabilities | 526.2 | 559.8 |
Total non-current liabilities | 4,398.8 | 4,454.9 |
Total liabilities | 5,953.3 | 6,041.2 |
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 | 6,803 | 6,837.5 |
Accumulated other comprehensive income | (37.7) | 10.7 |
Retained earnings (accumulated deficit) | (2,078.3) | (2,080.3) |
Total shareholders’ equity | 4,687 | 4,767.9 |
Total liabilities and shareholders' equity | $ 10,640.3 | $ 10,809.1 |
Supplemental Disclosures of Balance Sheet Information | ||
Preferred shares, issued (in shares) | 0 | 0 |
Preferred shares, outstanding (in shares) | 0 | 0 |
Ordinary shares, issued (in shares) | 136.3 | 135.5 |
Ordinary shares, outstanding (in shares) | 136.3 | 135.5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Millions | Mar. 30, 2024 USD ($) $ / shares shares | Mar. 30, 2024 € / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 € / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for credit losses | $ | $ 8.1 | $ 7.8 | ||
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 - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares Issued | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) |
Beginning balance (shares) at Dec. 31, 2022 | 134.7 | |||
Beginning balance at Dec. 31, 2022 | $ 4,842.1 | $ 6,936.7 | $ (27) | $ (2,067.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (Loss) Income | (3) | (3) | ||
Other comprehensive income (loss) | 20.7 | 20.7 | ||
Restricted stock plan (shares) | 1 | |||
Compensation for restricted stock | 24.9 | $ 24.9 | ||
Cash dividends | (36.2) | $ (36.2) | ||
Shares withheld for payment of employees' withholding tax liability (shares) | (0.4) | |||
Shares withheld for payment of employees' withholding tax liability | (14.6) | $ (14.6) | ||
Ending balance (shares) at Apr. 01, 2023 | 135.3 | |||
Ending balance at Apr. 01, 2023 | 4,833.9 | $ 6,910.8 | (6.3) | (2,070.6) |
Beginning balance (shares) at Dec. 31, 2023 | 135.5 | |||
Beginning balance at Dec. 31, 2023 | 4,767.9 | $ 6,837.5 | 10.7 | (2,080.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (Loss) Income | 2 | 2 | ||
Other comprehensive income (loss) | (48.4) | (48.4) | ||
Restricted stock plan (shares) | 1.2 | |||
Compensation for restricted stock | 15.6 | $ 15.6 | ||
Cash dividends | (37.6) | $ (37.6) | ||
Shares withheld for payment of employees' withholding tax liability (shares) | (0.4) | |||
Shares withheld for payment of employees' withholding tax liability | (12.5) | $ (12.5) | ||
Ending balance (shares) at Mar. 30, 2024 | 136.3 | |||
Ending balance at Mar. 30, 2024 | $ 4,687 | $ 6,803 | $ (37.7) | $ (2,078.3) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends paid (in dollars per share) | $ 0.27 | $ 0.26 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Cash Flows From (For) Operating Activities | ||
Net income (loss) | $ 2 | $ (3) |
Adjustments to derive cash flows: | ||
Depreciation and amortization | 81.4 | 88.7 |
Restructuring charges | 44.3 | 3.4 |
Share-based compensation | 15.6 | 24.9 |
Amortization of debt discount | 0.4 | 0.7 |
Gain on sale of assets | 0 | (3.9) |
Deferred income taxes | (11) | (9.9) |
Other non-cash adjustments, net | (7.4) | 6.4 |
Subtotal | 125.3 | 107.3 |
Increase (decrease) in cash due to: | ||
Accrued income taxes | (81.6) | 2.5 |
Accounts receivable | (51.9) | (39.8) |
Payroll and related taxes | (51.6) | (34.3) |
Accounts payable | (16.7) | (29.8) |
Prepaid expenses and other current assets | (1.7) | 17.1 |
Inventories | 10.6 | (28.6) |
Accrued customer programs | 18.2 | 6.8 |
Accrued liabilities | 30.6 | 8 |
Other operating, net | 17.4 | 10.2 |
Subtotal | (126.7) | (87.9) |
Net cash (for) from operating activities | (1.4) | 19.4 |
Cash Flows From (For) Investing Activities | ||
Additions to property, plant and equipment | (25.1) | (23.2) |
Proceeds from sale of assets | 0 | 1.8 |
Proceeds from royalty rights | 1.6 | 1.8 |
Net cash for investing activities | (23.5) | (19.6) |
Cash Flows For Financing Activities | ||
Cash dividends | (37.6) | (36.2) |
Payments on long-term debt | (9.8) | (5.9) |
Other financing, net | (13) | (8.6) |
Net cash for financing activities | (60.4) | (50.7) |
Effect of exchange rate changes on cash and cash equivalents | (7.5) | 3.2 |
Net decrease in cash and cash equivalents | (92.8) | (47.7) |
Cash, cash equivalents and restricted cash of continuing operations, beginning of period | 751.3 | 600.7 |
Cash, cash equivalents and restricted cash of continuing operations, end of period | $ 658.5 | $ 553 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Information Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries. We are a leading provider of over-the-counter ("OTC") health and wellness solutions that are designed to enhance individual well-being and empower consumers to proactively prevent or treat conditions that can be self-managed. Our vision is t o provide the best self-care for everyone . We are headquartered in Ireland and sell our products primarily in North America and Europe as well as in other markets around the world. Basis of Presentation Our unaudited Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. 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 U.S. 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, 2023. In the opinion of management, all adjustments considered necessary for a fair presentation of the unaudited Condensed Consolidated Financial Statements have been included and include our accounts and accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Some amounts in this report may not add due to rounding. Segment Reporting Our reporting and operating segments are as follows: • Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business in the U.S. and Canada. • Consumer Self-Care International ("CSCI") comprises our consumer self-care business outside of the U.S. and Canada, primarily in Europe and Australia. We previously had an Rx segment which was comprised of our generic prescription pharmaceuticals business in the U.S., and other pharmaceuticals and diagnostic business in Israel, which have been divested. Following the divestiture, there were no substantial assets or operations left in this segment. The Rx segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report (refer to Note 3 ) . Our segments reflect the way in which our chief operating decision maker, who is our CEO, makes operating decisions, allocates resources and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Note 2 and Note 16 . Foreign Currency Translation and Transactions We translate our non-U.S. dollar-denominated operations’ assets and liabilities into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of Accumulated other comprehensive income (loss) ("AOCI"). Gains or losses from foreign currency transactions are included in Other (income) expense, net. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist primarily of demand deposits and other short-term investments with maturities of three months or less at the date of purchase. We have $7.0 million of restricted cash as of March 30, 2024 and December 31, 2023 in the Condensed Consolidated Balance Sheets. We entered into an agreement to extend a credit line to an existing customer in exchange for a cash security deposit. The agreement requires the cash to be held in a separate account and will be returned to the customer at the expiration of the agreement provided all credits have been paid as agreed. Allowance for Credit Losses Expected credit losses on trade receivables and contract assets are measured collectively by geographic location. Historical credit loss experience provides the primary basis for estimation of expected credit losses and is adjusted for current conditions and for reasonable and supportable forecasts. Receivables that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. The following table presents the allowance for credit losses activity (in millions): Three Months Ended March 30, 2024 April 1, 2023 Balance at beginning of period $ 7.8 $ 6.8 Provision for credit losses, net 0.3 — Receivables written-off — (0.3) Recoveries collected 0.1 — Currency translation adjustment (0.1) 0.6 Balance at end of period $ 8.1 $ 7.1 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION The following is a summary of our net sales by category (in millions): Three Months Ended March 30, 2024 April 1, 2023 CSCA (1) Upper Respiratory $ 130.3 $ 153.7 Digestive Health 122.2 124.0 Nutrition 90.6 138.5 Pain and Sleep-Aids 82.6 103.4 Healthy Lifestyle 71.3 73.4 Oral Care 64.7 83.3 Skin Care 49.6 69.8 Women's Health 27.2 12.3 Vitamins, Minerals, and Supplements ("VMS") 4.2 4.5 Other CSCA (2) 1.4 0.8 Total CSCA $ 644.1 $ 763.7 CSCI Skin Care $ 114.7 $ 83.4 Upper Respiratory 69.1 84.8 Healthy Lifestyle 64.6 66.4 Pain and Sleep-Aids 51.4 49.9 VMS 44.6 47.8 Women's Health 32.0 29.1 Oral Care 28.7 29.1 Digestive Health 9.5 8.8 Other CSCI (3) 23.3 18.8 Total CSCI 437.9 418.1 Total net sales $ 1,082.1 $ 1,181.7 (1) We updated our global reporting product categories as a result of legacy Rx sales being moved out of Other CSCA and into respective categories. These product categories have been adjusted retroactively to reflect the changes and have no impact on historical financial position, results of operations, or cash flows. (2) Consists primarily of product sales and royalty income related to supply and distribution agreements and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. (3) Consists primarily of our Rare Diseases business and other miscellaneous or otherwise uncategorized product lines and other adjustments, 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 $72.2 million for the three months ended March 30, 2024, and $90.0 million for the three months ended April 1, 2023. We also recognize a portion of the store brand OTC product revenues in the CSCA segment on an over time basis; however, the timing difference between over time and point in time revenue recognition for store brand contracts is not significant due to the short time period between the customization of the product and shipment or delivery. The following table provides information about contract assets from contracts with customers (in millions): Balance Sheet Location March 30, 2024 December 31, 2023 Short-term contract assets Prepaid expenses and other current assets $ 25.7 $ 28.5 We generated net sales in the following geographic locations (1) (in millions): Three Months Ended March 30, 2024 April 1, 2023 U.S. $ 632.3 $ 750.0 Europe (2) 419.7 407.3 All other countries (3) 30.1 24.4 Total net sales $ 1,082.1 $ 1,181.7 (1) The net sales by geography are derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $4.3 million for the three months ended March 30, 2024, and $7.3 million for the three months ended April 1, 2023. (3) Includes net sales generated primarily in Australia and Canada. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Our discontinued operations primarily consist of our former Rx segment, which held our prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “Rx business”). On July 6, 2021, we completed the sale of the Rx business to Altaris Capital Partners, LLC ("Altaris") for aggregate consideration of $1.55 billion. The consideration included a $53.3 million reimbursement related to Abbreviated New Drug Application (“ANDA") for a generic topical lotion which Altaris delivered in cash to Perrigo pursuant to the terms of the definitive agreement during the first quarter of 2022. Under the terms of a transition services agreement ("TSA"), we provided transition services which were substantially completed as of the end of the third quarter of 2022. We also entered into reciprocal supply agreements 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. In connection with the sale, Perrigo retained certain pre-closing liabilities arising out of antitrust (refer to Note 15 - 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 have not requested payments from Altaris related to the indemnity of these liabilities during the three months ended March 30, 2024. |
Inventories
Inventories | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Major components of inventory were as follows (in millions): March 30, 2024 December 31, 2023 Finished goods $ 642.7 $ 646.8 Work in process 236.0 241.9 Raw materials 242.6 252.2 Total inventories $ 1,121.3 $ 1,140.9 |
Investments
Investments | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 December 31, 2023 Fair value method Prepaid expenses and other current assets $ — $ 0.1 Fair value method (1) Other non-current assets $ 1.1 $ 1.3 Equity method Other non-current assets $ 59.5 $ 60.1 (1) Measured at fair value using the Net Asset Value practical expedient. The following table summarizes the expense recognized in earnings of our equity securities (in millions): Three Months Ended Measurement Category Income Statement Location March 30, 2024 April 1, 2023 Fair value method Other operating expense (income), net $ 0.1 $ 0.1 Equity method Other operating expense (income), net $ 0.6 $ 0.7 |
Leases
Leases | 3 Months Ended |
Mar. 30, 2024 | |
Leases [Abstract] | |
Leases | LEASES The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location March 30, 2024 December 31, 2023 Operating Operating lease assets $ 176.7 $ 183.6 Finance Other non-current assets 13.4 13.7 Total $ 190.1 $ 197.3 Liabilities Balance Sheet Location March 30, 2024 December 31, 2023 Current Operating Other accrued liabilities $ 26.6 $ 27.5 Finance Current indebtedness 1.9 1.9 Non-Current Operating Other non-current liabilities 152.5 159.6 Finance Long-term debt, less current portion 13.0 13.2 Total $ 194.0 $ 202.2 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 CSCA $ 77.3 $ 79.3 $ 12.7 $ 12.8 CSCI 42.0 44.7 0.2 0.3 Unallocated 57.4 59.6 0.5 0.6 Total $ 176.7 $ 183.6 $ 13.4 $ 13.7 Liabilities Operating Financing March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 CSCA $ 79.2 $ 81.6 $ 14.1 $ 14.2 CSCI 45.5 47.8 0.2 0.3 Unallocated 54.4 57.7 0.6 0.6 Total $ 179.1 $ 187.1 $ 14.9 $ 15.1 Lease expense was as follows (in millions): Three Months Ended March 30, 2024 April 1, 2023 Operating leases (1) $ 11.6 $ 12.0 Finance leases Amortization $ 0.6 $ 1.1 Interest 0.1 0.1 Total finance leases $ 0.7 $ 1.2 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of March 30, 2024 are as follows (in millions): Operating Leases Finance Leases Total 2024 $ 24.3 $ 1.8 $ 26.1 2025 30.3 1.9 32.2 2026 24.4 1.6 26.0 2027 22.6 1.6 24.2 2028 16.5 1.6 18.1 After 2028 88.9 9.0 97.9 Total lease payments $ 207.0 $ 17.5 $ 224.5 Less: Interest 27.9 2.6 30.5 Present value of lease liabilities $ 179.1 $ 14.9 $ 194.0 Our weighted average lease terms and discount rates are as follows: March 30, 2024 April 1, 2023 Weighted-average remaining lease term (in years) Operating leases 9.72 10.85 Finance leases 9.43 9.49 Weighted-average discount rate Operating leases 3.3 % 2.5 % Finance leases 3.5 % 3.0 % Our lease cash flow classifications are as follows (in millions): Three Months Ended March 30, 2024 April 1, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8.5 $ 9.0 Operating cash flows for finance leases $ 0.1 $ 0.1 Financing cash flows for finance leases $ 0.5 $ 1.0 Leased assets obtained in exchange for new finance lease liabilities $ 0.3 $ — Leased assets obtained in exchange for new operating lease liabilities $ 1.7 $ 1.4 |
Leases | LEASES The balance sheet locations of our lease assets and liabilities were as follows (in millions): Assets Balance Sheet Location March 30, 2024 December 31, 2023 Operating Operating lease assets $ 176.7 $ 183.6 Finance Other non-current assets 13.4 13.7 Total $ 190.1 $ 197.3 Liabilities Balance Sheet Location March 30, 2024 December 31, 2023 Current Operating Other accrued liabilities $ 26.6 $ 27.5 Finance Current indebtedness 1.9 1.9 Non-Current Operating Other non-current liabilities 152.5 159.6 Finance Long-term debt, less current portion 13.0 13.2 Total $ 194.0 $ 202.2 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 CSCA $ 77.3 $ 79.3 $ 12.7 $ 12.8 CSCI 42.0 44.7 0.2 0.3 Unallocated 57.4 59.6 0.5 0.6 Total $ 176.7 $ 183.6 $ 13.4 $ 13.7 Liabilities Operating Financing March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 CSCA $ 79.2 $ 81.6 $ 14.1 $ 14.2 CSCI 45.5 47.8 0.2 0.3 Unallocated 54.4 57.7 0.6 0.6 Total $ 179.1 $ 187.1 $ 14.9 $ 15.1 Lease expense was as follows (in millions): Three Months Ended March 30, 2024 April 1, 2023 Operating leases (1) $ 11.6 $ 12.0 Finance leases Amortization $ 0.6 $ 1.1 Interest 0.1 0.1 Total finance leases $ 0.7 $ 1.2 (1) Includes short-term leases and variable lease costs, which are immaterial. The annual future maturities of our leases as of March 30, 2024 are as follows (in millions): Operating Leases Finance Leases Total 2024 $ 24.3 $ 1.8 $ 26.1 2025 30.3 1.9 32.2 2026 24.4 1.6 26.0 2027 22.6 1.6 24.2 2028 16.5 1.6 18.1 After 2028 88.9 9.0 97.9 Total lease payments $ 207.0 $ 17.5 $ 224.5 Less: Interest 27.9 2.6 30.5 Present value of lease liabilities $ 179.1 $ 14.9 $ 194.0 Our weighted average lease terms and discount rates are as follows: March 30, 2024 April 1, 2023 Weighted-average remaining lease term (in years) Operating leases 9.72 10.85 Finance leases 9.43 9.49 Weighted-average discount rate Operating leases 3.3 % 2.5 % Finance leases 3.5 % 3.0 % Our lease cash flow classifications are as follows (in millions): Three Months Ended March 30, 2024 April 1, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8.5 $ 9.0 Operating cash flows for finance leases $ 0.1 $ 0.1 Financing cash flows for finance leases $ 0.5 $ 1.0 Leased assets obtained in exchange for new finance lease liabilities $ 0.3 $ — Leased assets obtained in exchange for new operating lease liabilities $ 1.7 $ 1.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 30, 2024 | |
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, 2023 Currency translation adjustments March 30, 2024 CSCA (1) $ 2,080.9 $ (1.7) $ 2,079.2 CSCI (2) 1,448.2 (34.5) 1,413.7 Total goodwill $ 3,529.1 $ (36.2) $ 3,492.9 (1) We had accumulated goodwill impairments of $6.1 million as of March 30, 2024 and December 31, 2023. (2) We had accumulated goodwill impairments of $968.4 million as of March 30, 2024 and December 31, 2023. Intangible Assets Intangible assets and related accumulated amortization consisted of the following (in millions): March 30, 2024 December 31, 2023 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: (1) Trademarks, trade names, and brands $ 3.3 $ — $ 3.4 $ — In-process research and development 1.9 — 1.9 — Total indefinite-lived intangibles $ 5.2 $ — $ 5.3 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 88.7 $ 56.3 $ 90.8 $ 57.5 Developed product technology, formulations, and product rights 528.2 243.9 534.0 238.4 Customer relationships and distribution networks 1,840.7 1,112.8 1,868.1 1,108.9 Trademarks, trade names, and brands 2,453.3 627.6 2,502.0 609.3 Non-compete agreements 2.1 2.1 2.1 2.1 Total definite-lived intangibles $ 4,913.0 $ 2,042.7 $ 4,997.0 $ 2,016.2 Total intangible assets $ 4,918.2 $ 2,042.7 $ 5,002.3 $ 2,016.2 (1) Certain intangible assets are denominated in currencies other than U.S. dollar; therefore, their gross and net carrying values are subject to foreign currency movements. We recorded amortization expense of $58.4 million and $65.4 million for the three months ended March 30, 2024 and April 1, 2023, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 30, 2024 | |
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): March 30, 2024 December 31, 2023 Measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Investment securities $ — $ — $ — $ 0.1 $ — $ — Foreign currency forward contracts — 1.9 — — 0.6 — Interest rate swap agreements — 49.2 — — 30.5 — Total assets $ — $ 51.1 $ — $ 0.1 $ 31.1 $ — Liabilities: Cross-currency swap $ — $ 130.5 $ — $ — $ 172.0 $ — Foreign currency forward contracts — 2.6 — — 2.7 — Interest rate swap agreements — 4.7 — — 11.7 — Total liabilities $ — $ 137.8 $ — $ — $ 186.4 $ — Measured at fair value on a non-recurring basis: Assets: Goodwill (1) $ — $ — $ — $ — $ — $ 118.9 Total assets $ — $ — $ — $ — $ — $ 118.9 (1) During the year ended December 31, 2023, goodwill within our Rare Diseases reporting unit with a carrying value of $208.9 million was written down to a fair value of $118.9 million. There were no transfers within Level 3 fair value measurements during the three months ended March 30, 2024 or the year ended December 31, 2023. Non-recurring Fair Value Measurements 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): March 30, 2024 December 31, 2023 Public Bonds Level 1 Level 1 Carrying value (excluding discount) $ 2,244.4 $ 2,244.4 Fair value $ 2,083.8 $ 2,062.2 The fair values of our public bonds for all periods were based on quoted market prices. The fair values of our private placement notes for all periods were based on interest rates offered for borrowings of a similar nature and remaining maturities. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Interest Rate Swaps In April 2022, to economically hedge the interest rate risk of the Senior Secured Credit Facilities (as defined in Note 10 ), 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 Term Loan B Facility (as defined in Note 10 ). 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 interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the Term Loan A Facility (as defined in Note 10 ). The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2027, on notional balances that decline from $487.5 million to $387.5 million over the term. In December 2023, to economically hedge the interest rate risk of the Term B Loans (as defined in Note 10 ), we entered into four variable-to-fixed interest rate swap agreements. The interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the Term B Loans (as defined in Note 10 ). The interest rate swaps cover an interest period from December 15, 2023 through April 20, 2029, on notional balances that decline from $300 million to $229 million over the term. As a designated cash flow hedge, gains and losses will be deferred in AOCI and recognized within Interest expense, net when interest is paid on the Senior Secured Credit Facilities. Cross-currency Swaps In October 2022, we entered into three fixed-for-fixed cross currency interest rate swaps at market rates and designated the instruments as net investment hedges on our investment in European operations. The following are the terms and notional amounts outstanding: • $700 million notional amount outstanding from October 25, 2022 through December 15, 2024; • $700 million notional amount outstanding from October 25, 2022 through March 15, 2026; and • $100 million notional amount outstanding from October 25, 2022 through June 15, 2030. On November 21, 2023, we entered into fixed-for-fixed cross currency interest rate swaps designated as net investment hedges to hedge the EUR currency exposure of our investment in European operations. The following are the terms and notional amount outstanding: • $300 million notional amount outstanding from November 21, 2023 through April 20, 2027. Foreign Currency Forwards Notional amounts of foreign currency forward contracts were as follows (in millions): March 30, 2024 December 31, 2023 British Pound (GBP) $ 128.9 $ 72.4 Swedish Krona (SEK) 68.4 36.5 European Euro (EUR) 66.8 79.9 Danish Krone (DKK) 54.4 5.9 United States Dollar (USD) 52.4 22.1 Canadian Dollar (CAD) 38.1 7.1 Chinese Yuan (CNH) 24.2 14.1 Polish Zloty (PLZ) 18.9 3.8 Norwegian Krone (NOK) 4.2 4.4 Hungarian Forint (HUF) 3.7 3.9 Other (1) 3.2 3.5 Total $ 463.2 $ 253.6 (1) Number consists of various currencies notional amounts, none of which individually exceed $10 million in either period presented. 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): Balance Sheet Location March 30, 2024 December 31, 2023 Designated derivative assets: Foreign currency forward contracts Prepaid expenses and other current assets $ 1.5 $ — Foreign currency forward contracts Other non-current assets 0.3 0.4 Interest rate swap agreements Other non-current assets 49.2 30.5 Total designated derivative assets $ 51.0 $ 30.9 Non-designated derivative assets: Foreign currency forward contracts Prepaid expenses and other current assets $ 0.1 $ 0.2 Total non-designated derivative assets $ 0.1 $ 0.2 Designated derivative liabilities: Foreign currency forward contracts Other accrued liabilities $ 1.8 $ — Cross-currency swap Other accrued liabilities 59.0 75.1 Cross-currency swap Other non-current liabilities 71.5 96.9 Interest rate swap agreements Other non-current liabilities 4.7 11.7 Total designated derivative liabilities $ 137.0 $ 183.7 Non-designated derivative liabilities: Foreign currency forward contracts Other accrued liabilities $ 0.8 $ 2.7 The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Consolidated Statements of Operations were as follows (in millions): Three Months Ended Non-Designated Derivatives Income Statement Location March 30, 2024 April 1, 2023 Foreign currency forward contracts Other (income) expense, net $ (2.1) $ (1.2) Interest expense, net — (0.6) $ (2.1) $ (1.8) The following tables summarize the effect of derivative instruments designated as hedging instruments in AOCI (in millions): Gain/(Loss) Reclassified from AOCI into Earnings Related to Amounts Excluded from Effectiveness Testing Amount Recorded in OCI (1) Classification Amount (2) Classification Amount Recognized in Earnings on Derivatives Three Months Ended March 30, 2024 Cash flow hedges Interest rate swap agreements $ 33.5 Interest expense, net $ 7.8 Interest expense, net $ — Foreign currency forward contracts $ 0.9 Net sales $ 0.1 Net sales $ (0.3) Cost of sales $ — Cost of sales $ (0.2) Other (income) expense, net $ — Total Cash flow hedges $ 34.4 $ 7.9 $ (0.5) Net investment hedges Cross-currency swap $ 48.9 Interest expense, net $ 7.3 Three Months Ended April 1, 2023 Cash flow hedges Interest rate swap agreements $ 24.9 Interest expense, net $ 2.9 Interest expense, net $ — Foreign currency forward contracts $ (6.7) Net sales 0.4 Net sales $ — Cost of sales (0.2) Cost of sales $ — Other (income) expense, net $ 0.1 Total Cash flow hedges $ 18.2 $ 3.1 $ 0.1 Net investment hedges Cross-currency swap $ (23.7) Interest expense, net $ (6.5) (1) Net income of $23.7 million is expected to be reclassified out of AOCI into earnings during the next 12 months (2) For additional details about the effect of the amounts reclassified from AOCI refer to Note 12 . The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions): Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Three Months Ended March 30, 2024 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 $ 1,082.1 $ 724.4 $ 43.0 $ 0.4 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.1 $ — $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ (0.3) $ (0.2) $ — $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ 7.8 $ — Three Months Ended April 1, 2023 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 $ 1,181.7 $ 767.9 $ 43.7 $ 0.5 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.4 $ (0.2) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ — $ — $ 0.1 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ 2.9 $ — |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Indebtedness | INDEBTEDNESS Total borrowings are summarized as follows (in millions): March 30, 2024 December 31, 2023 Term loans Term A Loans due April 20, 2027 (1) $ 465.6 $ 471.9 Term B Loans due April 20, 2029 (1) 1,382.7 1,386.2 Total term loans $ 1,848.3 $ 1,858.1 Notes and Bonds Coupon Due 3.900% December 15, 2024 $ 400.0 $ 400.0 4.375% March 15, 2026 700.0 700.0 4.650% June 15, 2030 (2) 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 2,244.4 2,244.4 Other financing 14.6 14.8 Unamortized premium (discount), net (17.0) (17.8) Deferred financing fees (24.8) (26.1) Total borrowings outstanding 4,065.5 4,073.4 Current indebtedness (440.6) (440.6) Total long-term debt less current portion $ 3,624.9 $ 3,632.8 (1) Discussed below collectively as the "Senior Secured Credit Facilities" (2) The coupon rate noted above is as of March 30, 2024. This will increase from 4.650% to 4.900% on payments starting after June 15, 2024, following a credit rating downgrade by S&P global in the first quarter of 2024. Future interest rate adjustments are subject to a 2.0% total cap above the original 3.150% interest rate based on certain rating events as specified in the Note’s Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Credit Agreements On April 20, 2022, we and our indirect wholly owned subsidiary, Perrigo Investments, LLC, (the "Borrower") entered into the senior secured credit facilities, which consisted of (i) a $1.0 billion five-year revolving credit facility (the “Revolver”), (ii) a $500.0 million five-year Term Loan A facility (the “Term Loan A Facility” and the Term A Loans thereunder, the "Term A Loans"), and (iii) a $1.1 billion seven-year Term Loan B facility (the “Term Loan B Facility” and the Term B Loans thereunder borrowed on April 20, 2022, the "2022 Term B Loans” and, together with the Revolver and Term Loan A Facility, the "Senior Secured Credit Facilities"), pursuant to a Term Loan and Revolving Credit Agreement (the "Credit Agreement"). On December 15, 2023, we and the Borrower, entered into Amendment No. 1, an Incremental Assumption Agreement (the "Amendment") to the Credit Agreement. The Amendment provides for a fungible add on to the 2022 Term B Loans in an aggregate principal amount of $300.0 million (the "Incremental Term B Loans" and together with the 2022 Term B Loans, the “Term B Loans”). The terms of the Incremental Term B Loans, including pricing and maturity, are identical to the 2022 Term B Loans. The Term B Loans will mature on April 20, 2029. The net proceeds from the Incremental Term B Loans were used to settle the cash tender offer by Perrigo Finance Unlimited Company ("Perrigo Finance") for $300.0 million in aggregate principal amount of 3.900% Senior Notes due 2024 ("2024 Notes"). The tender offer was settled on December 15, 2023, and Perrigo Finance accepted for purchase $300.0 million of the 2024 Notes and paid approximately $295.1 million in aggregate cash consideration (excluding accrued interest). The Senior Secured Credit Facilities are guaranteed, along with any hedging or cash management obligations entered into with a lender, by us, and certain of our direct and indirect wholly-owned subsidiaries organized in the United States, Ireland, Belgium and England and Wales (subject to certain exceptions) (the “Guarantor Subsidiaries”). Additionally, the Borrower and the Guarantor Subsidiaries provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.300% Notes due 2043 issued by the Company, and the Guarantor Subsidiaries, the Company and the Borrower provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 3.900% Notes due 2024, the 4.375% Notes due 2026, the 4.650% Notes due 2030 and the 4.900% Notes due 2044 issued by Perrigo Finance Unlimited Company, a wholly-owned subsidiary. We are subject to financial covenants in the Senior Secured Credit Facilities. The agreements contain financial covenants that require the Borrower and its restricted subsidiaries to (a) not exceed a maximum first lien secured net leverage ratio of 3.00 to 1.00 at the end of each fiscal quarter and (b) not fall below a minimum interest coverage ratio of 3.00 to 1.00 at the end of each fiscal quarter, provided that such covenants apply only to the Revolver and the Term Loan A Facility. If we consummate certain qualifying acquisitions during the term of the loan, the maximum first lien secured net leverage ratio covenant would increase to 3.25 to 1.00 for such quarter and the three following fiscal quarters thereafter. During the three months ended March 30, 2024, principal repayments of $6.3 million and $3.5 million were made on the Term Loan A Facility and Term Loan B Facility, respectively. There were no borrowings outstanding under the Revolver as of March 30, 2024 or December 31, 2023, respectively. We are in compliance with all the covenants under our debt agreements as of March 30, 2024. 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 overdraft facilities as of March 30, 2024 or December 31, 2023. We have financing leases that are reported in the above table under "Other financing" (refer to Note 6 ). |
Earnings Per Share and Sharehol
Earnings Per Share and Shareholders' Equity | 3 Months Ended |
Mar. 30, 2024 | |
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 our basic and diluted earnings per share ("EPS") calculation is as follows (in millions): Three Months Ended March 30, April 1, 2023 Numerator: Income (loss) from continuing operations $ 4.1 $ (1.1) Income (loss) from discontinued operations, net of tax (2.1) (1.9) Net income (loss) $ 2.0 $ (3.0) Denominator: Weighted average shares outstanding for basic EPS 136.6 134.9 Dilutive effect of share-based awards 1.0 — Weighted average shares outstanding for diluted EPS (1) 137.6 134.9 (1) In the period of a net loss from continuing operations, diluted shares equal basic shares. Shareholders' Equity |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 30, 2024 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in our AOCI balances, net of tax were as follows (in millions): Fair Value of Derivative Financial Instruments, net of tax Foreign Currency Translation Adjustments Post-Employment Plan Adjustments, net of tax Total AOCI Balance at December 31, 2023 $ 17.1 $ (4.0) $ (2.4) $ 10.7 OCI before reclassifications 18.5 (58.3) (1.0) (40.8) Amounts reclassified from AOCI (7.6) — — (7.6) Other comprehensive income (loss) $ 10.9 $ (58.3) $ (1.0) $ (48.4) Balance at March 30, 2024 $ 28.0 $ (62.3) $ (3.4) $ (37.7) For additional details about the effect of the amounts reclassified from AOCI refer to Note 9 . |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 30, 2024 | |
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, asset impairments, and related consulting fees. The following reflects our restructuring activity (in millions): Three Months Ended March 30, 2024 Supply Chain HRA Pharma Project Energize Other Initiatives Total Beginning balance $ 0.7 $ 6.8 $ 2.9 $ 1.8 $ 12.2 Additional charges 2.6 0.1 41.4 0.2 44.3 Payments (2.4) (0.3) (6.9) (1.1) (10.7) Non-cash adjustments — — (4.8) — (4.8) Ending balance $ 0.9 $ 6.6 $ 32.6 $ 0.9 $ 41.0 Three Months Ended April 1, 2023 Supply Chain Reinvention HRA Pharma Integration Other Initiatives Total Beginning balance $ 2.2 $ 13.3 $ 4.3 $ 19.8 Additional charges 2.6 0.8 — 3.4 Payments (4.4) (2.6) (1.0) (8.0) Non-cash adjustments — 0.3 0.1 0.4 Ending balance $ 0.4 $ 11.8 $ 3.4 $ 15.6 The charges incurred during the three months ended March 30, 2024 and April 1, 2023 were primarily associated with actions taken on supply chain restructuring, Project Energize and HRA Pharma integration activities. Of the amount recorded during the three months ended March 30, 2024, $15.5 million was related to our CSCI segment and $16.5 million related to our CSCA segment, and $12.3 million was related to our Unallocated segment. For all segments, amounts were due primarily to Project Energize. Of the amount recorded during the three months ended April 1, 2023, $0.9 million was related to our CSCI segment, and $1.2 million was related to our CSCA segment, and $1.3 million was related to our Unallocated segment. For all segments, amounts were due primarily to supply chain restructuring. There were no other material restructuring programs for the periods presented. All charges are recorded in Restructuring expense on the Condensed Consolidated Statements of Operations. The remaining $41.0 million liability for employee severance benefits and consulting fees is expected to be mostly paid within the next year. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The effective tax rates were as follows: Three Months Ended March 30, 2024 April 1, 2023 104.2 % 123.8 % The effective tax rate on the pre-tax loss for the three months ended March 30, 2024 was largely impacted by the year-to-date losses recognized in the various tax jurisdictions as well as the impacts of accounting for income taxes in interim reporting periods. As a result, a significant variation in the customary relationship between income tax expense and pre-tax book income may occur. Due to the net impact of planned inter-company intellectual property sales, estimated worldwide non-deductible expenses, as well as establishing a partial valuation allowance in the United.States, we are projecting an income tax expense for the full year ended December 31, 2024, which results in an unusually high annual effective tax rate when applied to the forecasted pre-tax income for the year. The Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, has recommended changes to numerous long-standing tax principles. In particular, the OECD’s Pillar Two initiative introduces a global per-country minimum tax of 15%. Pillar Two legislation has been enacted or substantively enacted in many of the jurisdictions in which we operate. The legislation is effective for our financial year beginning January 1, 2024. We are in scope of the enacted or substantively enacted legislation and have performed an assessment of our potential exposure to Pillar Two income taxes. The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for our constituent entities. Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which we operate are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbor reliefs do not apply, and the Pillar Two effective tax rate is below 15%. We do not expect a material exposure to Pillar Two income taxes in those jurisdictions. Internal Revenue Service Audits of Perrigo Company, a U.S. Subsidiary Perrigo Company, our U.S. subsidiary ("Perrigo U.S."), is engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the Internal Revenue Service ("IRS") relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a statutory notice of deficiency from the IRS for the years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from the assignment of an omeprazole distribution contract to an Israeli affiliate. In addition to the transfer pricing adjustments, which applied to all four tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments requiring the capitalization and amortization of certain legal expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to Abbreviated New Drug Applications ("ANDAs") filed with a Paragraph IV Certification. We do not agree with the audit adjustments proposed by the IRS in either of the notices of deficiency. We paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and timely filed claims for refund on June 11, 2015 for the 2009 and 2010 tax years, and on June 7, 2017, for the 2011 and 2012 tax years. On August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the 2012 tax year, for a total of $134.1 million, plus statutory overpayment interest thereon from the dates of payment. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017. A bench trial was held during the period May 25, 2021 to June 7, 2021 for the refund case in the United States District Court for the Western District of Michigan. The total amount of cumulative deferred charge that we are seeking to receive in this litigation is approximately $113.3 million, which reflects the impact of conceding that Perrigo U.S. should have received a 5.24% royalty on all omeprazole sales. That concession was previously paid and is the subject of the above refund claims. The issues outlined in the statutory notices of deficiency described above are continuing in nature, and the IRS will likely carry forward the adjustments set forth therein as long as the OTC medication is sold, in the case of the omeprazole issue, and for all post-2012 Paragraph IV filings that trigger patent infringement suits, in the case of the ANDA issue. Post-trial briefings were completed on September 24, 2021 and the case is now fully submitted for the court’s decision. 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. 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. Briefing to the appellate court was completed during 2022, oral argument was held before the Third Circuit on January 12, 2023, and on July 27, 2023, the Third Circuit Court affirmed the decision of the Tax Court. On August 1, 2023, we filed a Notice of New Authority in our refund case in the Western District of Michigan alerting the court to the Third Circuit Court decision in Mylan v. Comm’r that ruled in favor of the taxpayer on nearly identical ANDA issues that we have before the court. On August 22, 2022, the parties filed a Notice of New Authority in the refund case alerting the court to a United States Court of Federal Claims decision in Actavis Laboratories v. United States that also ruled in favor of the taxpayer on the ANDA issues. The government appealed the Actavis Laboratories decision to the United States court of Appeals for the Federal Circuit in December of 2022; briefing to the appellate court has been completed and the case is awaiting oral argument. On January 13, 2021, the IRS issued a 30-day letter and Revenue Agent's Report ("RAR") with respect to its audit of our fiscal tax years ended June 29, 2013, June 28, 2014, and June 27, 2015. The 30-day letter proposed, among other modifications, transfer pricing adjustments in connection with the distribution of omeprazole 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 $25.0 million to $124.0 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 2013 Elan merger transaction in 2013. On May 7, 2020, the IRS issued a Notice of Proposed Adjustment ("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 May 7, 2020 NOPA proposed a reduction in gross interest expense of approximately $414.7 million for tax years 2014 and 2015. On January 13, 2021, we received a 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 proposed 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 was 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%. An IRS Appeals conference for the interest rate issue was held during March 7, 2023 through March 9, 2023. On May 5, 2023, we finalized an agreement with IRS Appeals resulting in settlement of the May 7, 2020 NOPA of $153.4 million of gross interest expense reduction for the 2014-2015 tax years. This implies a blended interest rate of 5.44%. In addition, based on the above agreement with IRS Appeals, we will apply similar adjustments for all remaining tax years through 2018. On December 20, 2023, the IRS Examination Team confirmed that the interest rates agreed with IRS Appeals for the 2014-2015 tax years will be applied to the future tax years through 2018. In the second and fourth quarters of fiscal year 2023 we adjusted our previously established reserves related to this matter to account for the agreed reduction of the interest rates. On March 28, 2024, we received a Notice of Assessment and on April 10, 2024, subsequent to the quarter end, we made the settlement payment. 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 December 22, 2016, we received a NOPA for the year ended December 31, 2011, denying the deductibility of settlement costs incurred in 2011 by Athena's parent company Elan Pharmaceuticals, Inc. ("EPI") related to illegal marketing of Zonegran by EPI's employees in the United States raised in a Qui Tam action under the U.S. False Claims Act. We strongly disagreed with the IRS' position on this issue. Because we believed that any concession on this issue in Appeals would be contrary to our evaluation of the issue and to avoid double taxation of the same income in the United States and Ireland, we pursued our remedies under the Mutual Agreement Procedure ("MAP") of the U.S.-Ireland Income Tax Treaty to alleviate double taxation. On October 20, 2020, we requested Competent Authority assistance and the request was accepted. This issue remains pending in the MAP and is being considered by the U.S. and Irish Competent Authorities. Summary 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 March 30, 2024. 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 |
Mar. 30, 2024 | |
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 March 30, 2024, 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 Related to the Company's Former Rx Business Beginning in 2016, the Company, along with other manufacturers, was named as a defendant in lawsuits in the United States and Canada generally alleging anticompetitive conduct with respect to the sale of generic drugs by the Company’s former Rx business. The complaints – which have been filed by putative classes of direct purchasers, end payors, and indirect resellers, as well as individual direct and indirect purchasers and certain cities and counties – allege a conspiracy to fix, maintain, stabilize, and/or raise prices, rig bids, and allocate markets or customers for various generic drugs in violation of federal and state antitrust and consumer protection laws. While most of the class complaints involve alleged single-drug conspiracies, the three putative classes and many of the opt out plaintiffs have each filed an over-arching conspiracy complaint alleging that Perrigo and other manufacturers (and some individuals) entered into an “overarching conspiracy” that involved allocating customers, rigging bids, and raising, maintaining, and fixing prices for various products. The vast majority of the lawsuits described in this paragraph have been consolidated in the In re Generic Pharmaceuticals Pricing Antitrust Litigation multidistrict litigation ("MDL") MDL No. 2724 (United States District Court for Eastern District of Pennsylvania). The Court has designated three sets of cases to proceed as "bellwethers," meaning that they will proceed on a more expedited basis than the other cases in the MDL. Those cases are (a) class actions alleging "single drug" conspiracies involving Clobetasol and Clomipramine; and (b) the third Complaint filed by the State Attorneys General alleging an overarching conspiracy concerning various topical products (described below). Perrigo was initially named as a defendant in the Clobetasol class bellwether cases, but the classes voluntarily dismissed their claims against Perrigo relating to “single drug” conspiracies involving Clobetasol in May 2023. Discovery closed in the bellwether cases on October 2, 2023. Summary judgment motions in the State bellwether case are due September 23, 2024. No trial dates have been set for any of the bellwether cases, or any of the other cases in the MDL. 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 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. This case is included among the “bellwether cases” designated to follow the expedited schedule described above. On April 19, 2024, this case was remanded from the MDL and transferred to the District of Connecticut. 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 manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise or stabilize prices of dozens of products, most of which were neither made nor sold by Perrigo's former Rx business. 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 Attorney General Complaint of June 2020. Hospitals Complaint On June 30, 2023, a group of 150 hospitals filed a complaint against Perrigo and 35 other generic drug manufacturers alleging a conspiracy to fix, raise, or stabilize prices of 228 products. Perrigo's former Rx business made and sold 33 of these products. Most of the product conspiracies allegedly involving Perrigo focus on products that are the same as the products involved in other MDL complaints naming Perrigo. This case was transferred to the MDL on September 15, 2023 for all pre-trial proceedings. At this stage, we cannot reasonably estimate the outcome of the liability if any, associated with the claims listed above. We intend to defend each of these lawsuits vigorously. Self-Insured Employer Complaint On April 4, 2024, nine corporate employers with self-insured health and benefit plans filed a complaint against Perrigo and 35 other generic drug manufacturers alleging a conspiracy to fix, raise, or stabilize prices of scores of generic drug products, most of which were neither made nor sold by Perrigo. The allegations in this complaint, and the products at issue, parallel the allegations in other complaints in the MDL. This case is in the process of being transferred into the MDL for pretrial proceedings. At this stage, we cannot reasonably estimate the outcome of the liability if any, associated with the claims listed above. We intend to defend each of these lawsuits vigorously. Securities Litigation In the United States (cases related to events in 2015-2017) Beginning in May 2016, purported class action complaints were filed against the Company 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. ) purporting to represent a class of shareholders for the period from April 21, 2015 through May 11, 2016, inclusive. The original complaint alleged violations of federal securities laws in connection with 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 business developments during the alleged class period including integration problems related to the Omega acquisition. The operative complaint is the first amended complaint filed on June 21, 2017, and named as defendants us and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The amended complaint alleges violations of federal securities laws arising out of the actions taken by us and the former directors and executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure throughout the entire class period related to the business developments during that longer period (April 2015 to May 2017) including purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company and at Omega, alleges price fixing activities with respect to six generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri ® royalty stream. During 2017, the defendants filed motions to dismiss, which the plaintiffs opposed. On July 27, 2018, the court issued an opinion and order granting the defendants’ motions to dismiss in part and denying the motions to dismiss in part. The court dismissed without prejudice defendants Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, Donal O’Connor, and Marc Coucke. The court also dismissed without prejudice claims arising from the Tysabri ® accounting issue described above and claims alleging incorrect disclosure of organic growth described above. The defendants who were not dismissed are the Company, Joe Papa, and Judy Brown. The claims (described above) that were not dismissed relate to the integration issue regarding the Omega acquisition, the defense against the Mylan tender offer, and the alleged price fixing activities with respect to six generic prescription pharmaceuticals. The defendants who remain in the case (us, Mr. Papa, and Ms. Brown) have filed answers denying liability. On November 14, 2019, the court granted the lead plaintiffs’ motion and certified three classes for the case: (i) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on a U.S. exchange and were damaged thereby; (ii) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on the Tel Aviv exchange and were damaged thereby; and (iii) all those who owned shares as of November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (whether or not a person tendered shares in response to the Mylan tender offer) (the "tender offer class"). Plaintiffs' counsels sent notices during 2020 to the alleged classes. The parties took discovery from 2018 through 2020. After discovery ended, defendants filed motions for summary judgement and to exclude plaintiffs' experts, which were fully briefed. On August 17, 2023, the court granted summary judgment to Ms. Brown on all claims and dismissed her from the case; the court granted summary judgment in part to Mr. Papa terminating the claim against him that he made false statements with respect to alleged collusive pricing at the Generic Rx business. The court did not grant summary judgment on statements made about the integration of Omega during 2015. Thereafter, parties engaged in court-ordered settlement conferences. On April 5, 2024, the class plaintiffs filed papers seeking Court approval of a settlement between the alleged classes and the defendants for $97 million. Perrigo and the remaining individual defendant agreed to the proposed settlement without any concession of liability or wrongdoing. Because this is a settlement of a class action lawsuit, Court oversight and approval is required. On April 23, 2024, the Court issued an Order of Preliminary Approval of the proposed settlement. A hearing on final approval of the proposed settlement is set for September 5, 2024. If the Court issues a Final Approval Judgment and Order after the final approval hearing, the case will be settled and terminated as to Perrigo, its co-defendant, and other individuals who previously had been named as defendants. We recorded an additional loss provision of $34 million during the quarter as a result of the pending settlement. The expense is presented within Other operating expense (income), net on the Condensed Consolidated Statements of Operations for the three months ended March 30, 2024. In addition to the class action, the following opt-out cases have been filed against us, and in some cases, Mr. Papa and Ms. Brown. We intend to defend these lawsuits vigorously. These cases in the New Jersey federal court currently are stayed pending further developments in the Roofers' case (discussed above). We anticipate that one or more of the opt-out plaintiffs will take a position that the settlement of the Roofer ’s case does not have any direct effect on the opt out cases discussed below. The following lawsuits contain factual allegations and claims that are similar to some or all of the factual allegations and claims in the class actions, but involve different evidence, expert witnesses, and theories of liability: Case Date Filed Carmignac Gestion, S.A. v. Perrigo Company plc, et al. 11/1/2017 First Manhattan Co. v. Perrigo Company plc, et al. 2/16/2018; amended 4/20/2018 Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al. 10/29/2018 Schwab Capital Trust, et al. v. Perrigo Company plc, et al. 1/31/2019 Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al. 2/22/2019 Principal Funds, Inc., et al. v. Perrigo Company plc, et al. 3/5/2020 Kuwait Investment Authority, et al. v. Perrigo Company plc, et al. 3/31/2020 Mason Capital L.P., et al. v. Perrigo Company plc, et al. 1/26/2018 Pentwater Equity Opportunities Master Fund Ltd., et al. v. Perrigo Company plc, et al. 1/26/2018 WCM Alternatives: Event-Drive Fund, et al. v. Perrigo Co., plc, et al. 11/15/2018 Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al. 11/15/2018 Discovery Global Citizens Master Fund, Ltd., et al. v. Perrigo Co. plc, et al. 12/18/2019 York Capital Management, L.P., et al. v. Perrigo Co. plc, et al. 12/20/2019 Burlington Loan Management DAC v. Perrigo Co. plc, et al. 2/12/2020 Universities Superannuation Scheme Limited v. Perrigo Co. plc, et al. 3/2/2020 Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al. 2/13/2018 TIAA-CREF Investment Management, LLC., et al. v. Perrigo Company plc, et al. 4/20/2018 Sculptor Master Fund (f/k/a OZ Master Fund, Ltd.), et al. v. Perrigo Company plc, et al. 2/6/2019 BlackRock Global Allocation Fund, Inc., et al. v. Perrigo Co. plc, et al. 4/21/2020 Starboard Value and Opportunity C LP, et al. v. Perrigo Company plc, et al. 2/25/2021 In June 2020, three Highfields Capital entities filed a lawsuit in Massachusetts State Court with factual allegations that generally were similar to the factual allegations in the Amended Complaint in the Roofers' Pension Fund case described above, except that the Highfields plaintiffs did not include allegations about alleged collusive pricing of generic prescription drugs, and alleged Massachusetts state law claims under the Massachusetts Unfair Business Methods Law (chapter 93A) and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. In December 2021, the Massachusetts State Court granted Defendants’ motion to dismiss in part and denied it in part. Defendants filed their answers in January 2022 denying liability. This is the only opt out case that has not been stayed during the summary judgment proceedings in the New Jersey federal court. The fact discovery phase in this case ended in March 2024 and expert discovery is underway (including discovery related to some factual allegations that were not part of the discovery in the actions in New Jersey federal court). The Court's current scheduling order provides for the end of expert discovery in August 2024, and a post-discovery court conference in September 2024. We intend to defend the lawsuit vigorously. In Israel (cases related to events in 2015-2017) On June 28, 2017, a plaintiff filed a complaint in Tel Aviv District Court styled Israel Elec. Corp. Employees’ Educ. Fund v. Perrigo Company plc, et al. The lead plaintiff seeks to represent a class of shareholders who purchased Perrigo stock on the Tel Aviv exchange during the period from April 24, 2015 through May 3, 2017 and also a claim for those that owned shares on the final day of the Mylan tender offer (November 13, 2015). The complaint names as defendants the Company, Ernst & Young LLP (the Company’s auditor), and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The complaint alleges violations under Israeli securities laws that are similar to U.S. Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals or, in the alternative, under other Israeli securities laws. In general, the allegations in Israel are similar to the factual allegations in the Roofers' Pension Fund case in the U.S. as described above. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = 0.28 cents). After the other two cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fund case in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously. In Israel (case related to Irish Tax events) On December 31, 2018, a shareholder filed an action against the Company, our former CEO Murray Kessler, and our former CFO Ronald Winowiecki in Tel Aviv District Court ( Baton v. Perrigo Company plc, et. al. ). The case is a securities class action brought in Israel making similar factual allegations for the same period as those asserted in a securities class action case (for those who purchased on a U.S. exchange) in New York federal court in which the settlement received final approval in February 2022. The Baton case alleges that persons who purchased securities through the Tel Aviv stock exchange and suffered damages can assert claims under Israeli securities law that will follow the liability principles of Sections 10(b) and 20(a) of the U.S. Securities Exchange Act. The plaintiff does not provide an estimate of class damages. Since 2019, the court granted several requests by Perrigo to stay the proceedings pending the resolution of proceedings in the New York federal court. During 2022, the case was reassigned to a newly-appointed judge. After the settlement of the U.S. case in New York federal court, Perrigo's counsel informed the Israeli Court of the final approval of the settlement of the U.S. case. The parties then sought further stays of the case while they attempted mediation, which the Court granted. In April 2023, the parties reported to the Court that the mediation had led to a preliminary agreement on settlement. The parties submitted settlement papers to the Court on November 17, 2023. The Court set a deadline of early January 2024 for objections to the proposed class settlement, and a hearing on the motion to certify the settlement is scheduled for May 15, 2024. Other Matters Talcum Powder The Company has been named, together with other manufacturers, in product liability lawsuits in a variety of state courts alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to the presence of asbestos. All but one of these cases involve legacy talcum powder products that have not been manufactured by the Company since 1999. One of the pending actions involves a current prescription product that contains talc as an excipient. As of March 30, 2024, the Company has been named in approximately 110 individual lawsuits seeking compensatory and punitive damages. The Company has several defenses and intends to aggressively defend these lawsuits. Trials for these lawsuits are currently scheduled throughout 2024 and 2025. Ranitidine After regulatory bodies announced worldwide that ranitidine may potentially contain N-nitrosodimethylamine ("NDMA"), the Company promptly began testing its externally-sourced ranitidine API and ranitidine-based products. On October 8, 2019, the Company halted shipments of the product based upon preliminary results and on October 23, 2019, the Company made the decision to conduct a voluntary retail market withdrawal. In February 2020, the resulting actions involving Zantac ® and other ranitidine products were transferred for coordinated pretrial proceedings to a Multi-District Litigation ("MDL") (In re Zantac ® /Ranitidine Products Liability Litigation, MDL No. 2924) in the U.S. District Court for the Southern District of Florida. The Company successfully moved to dismiss the first set of Master Complaints in the MDL, which the Court granted without prejudice. After the filing of Amended Complaints, on June 30, 2021, the Court then dismissed all claims against the retail and distributor defendants with prejudice and on July 8, 2021, the Court dismissed all claims against the Company with prejudice. Appeals of these dismissal orders to the U.S. Court of Appeals for the 11th Circuit have been filed, as well as several state level claims related to the theories advanced in the MDL litigation. The Company will continue to vigorously defend each of these lawsuits. In December 2022 the Court granted in full the brand defendants' Daubert motions, finding no scientific causation, and in turn granted summary judgment dismissing the actions with prejudice. The Court later ruled that it was appropriate to apply the same standards to the retail and distributor defendants as well as the generic defendants, and the Court thereby ruled that its Daubert decision applied equally to these defendants as well. Appeals of these orders have been filed to the 11th Circuit. Excepting the MDL due to the nature of the multiple dismissals as described above, as of March 30, 2024, the Company has been named in approximately 190 personal injury lawsuits, primarily in the state courts of California and Pennsylvania. The Company is named in these lawsuits with manufacturers of the national brand Zantac ® and other manufacturers of ranitidine products, as well as distributors, repackagers, and/or retailers. The Company believes that it has strong defenses to such claims based on a significant body of scientific evidence, and pursuant to the doctrine of federal preemption. As noted above, the Company has won multiple motions to dismiss in the MDL, most recently in Illinois where the Circuit Court granted in full the Company's motions to dismiss based on federal preemption, as well as additional state court actions in California and Maryland. The Company has also been dismissed from additional state court actions in Ohio, New York and New Jersey. The Company, along with other manufacturers has also been named in a Complaint brought by the New Mexico Attorney General based on nuisance and negligence theories. The Company's motions to dismiss the action were denied. The Company will continue to vigorously defend this lawsuit. Some of the Company’s retailer customers are seeking indemnity from the Company for a portion of their defense costs and liability relating to these cases. Acetaminophen In October 2022, the Judicial Panel on Multidistrict Litigation consolidated a number of pending actions filed in various federal courts alleging that prenatal exposure to acetaminophen is purportedly associated with the development of autism spectrum disorder (“ASD”) and attention-deficit/hyperactivity disorder (“ADHD”). The acetaminophen MDL is styled In re: Acetaminophen – ASD/ADHD Products Liability Litigation (MDL No. 3043) and is pending before the U.S. District Court for the Southern District of New York. Plaintiffs in the MDL have asserted claims against Johnson & Johnson Consumer, Inc. (“JJCI”) and various retailer chains alleging that plaintiff-mothers took acetaminophen products while pregnant and that plaintiff-children developed ASD and/or ADHD as a result of prenatal exposure to these acetaminophen products. As of March 30, 2024, the Company has not been named as a defendant in any Complaints filed in the MDL. Certain of the Company’s customers have made requests regarding indemnity from the Company for a portion of their defense costs and potential liability. On December 18, 2023, the Court granted in full defendants' motions to exclude testimony of Plaintiffs' general causation expert witnesses, finding Plaintiffs presented no credible evidence of scientific causation between prenatal ingestion of acetaminophen and ASD or ADHD in children. Final judgment has been entered as to the majority of pending cases with an appeal to proceed in the Second Circuit. A small minority of cases have been exempted from the Court’s dismissal, and will be evaluated through a similar process as the larger majority later this year to determine if they can withstand scientific causation through a new expert. Currently, it is not possible to assess reliably the outcome of these cases or any potential future financial impact on the Company. Phenylephrine In September 2023, the FDA’s Advisory Committee on Nonprescription Drugs issued an advisory opinion calling into question the efficacy of orally administered phenylephrine (PE) containing products as a nasal decongestant. While the FDA itself has thus far taken no action in response to the Advisory Committee opinion, several putative class action lawsuits have been filed asserting various economic injury claims to consumers. On December 6, 2023, a number of the pending PE actions filed in various federal courts were consolidated into a multi-district litigation ("MDL") ( In re: Oral Phenylephrine Marketing and Sales Practices Litigation , MDL No. 3089), pending before the U.S. District Court for the Eastern District of New York. A smaller group of putative class-action lawsuits alleging various PE products also were mislabeled as "Maximum Strength" were initially excluded from the consolidation, but have recently been joined to the MDL. Several individual arbitrations have also been threatened or filed with the American Arbitration Association with similar efficacy allegations. At this time, the MDL proceedings are in the early stages. Currently, it is not possible to assess reliably the outcome of these cases or any potential future financial impact on the Company. Certain of the Company’s customers have made requests regarding indemnity from the Company for a portion of their defense costs and potential liability. Contingencies Accruals As a result of the matters discussed in this Note, the Company has established a loss accrual for litigation contingencies where we believe a loss to be probable and for which an amount of loss can be reasonably estimated. However, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to inherent uncertainties of litigation. At March 30, 2024, the loss accrual for litigation contingencies reflected on the balance sheet in Other accrued liabilities was $100.9 million. The Company also recorded an insurance recovery receivable reflected on the balance sheet in Prepaid expenses and other current assets of $25.5 million related to these litigation contingencies because it believes such amount is recoverable based on communications with its insurers to date; however, the Company may erode this insurance receivable as it incurs defense costs associated with defending the matters. The Company’s management believes these accruals for contingencies are reasonable and sufficient based upon information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates or that all of the final costs related to these contingencies will be covered by insurance. (See " Insurance Coverage Litigation ," below.) In addition, we have other litigation matters pending for which we have not recorded any accruals because our potential liability for those matters is not probable or cannot be reasonably estimated based on currently available information. For those matters where we have not recorded an accrual but a loss is reasonably possible, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to the inherent uncertainties of litigation. Insurance Coverage Litigation In May 2021, insurers on multiple policies of D&O insurance filed an action in the High Court in Dublin against the Company and multiple current and former directors and officers of the Company seeking declaratory judgments on certain coverage issues. Those coverage issues include claims that policies for periods beginning in December 2015 (the "2015 Policy" and December 2016 (the "2016 Policy"), respectively, do not have to provide coverage for the securities actions described above pending in the District of New Jersey or in Massachusetts state court concerning the events of 2015-2017. The policy for the period beginning December 2014 (the "2014 Policy") is currently providing coverage for those matters. However, if the insurers were successful, the total amount of insurance coverage available to defend such lawsuits and to satisfy any judgment or settlement costs thereunder would be limited to one policy period. The insurers’ lawsuit also challenges aspects of coverage for Krueger derivatively on behalf of nominal defendant Perrigo Company plc v. Alford et al., a prior derivative action filed in the District of New Jersey that was dismissed in August 2020, and for the counterclaims brought in the Omega arbitration proceedings. Perrigo responded on November 1, 2021; Perrigo’s defense and counterclaim included its position that the 2015 Policy and 2016 Policy also provide coverage for the underlying securities litigation matters and sought a ruling to that effect. The discovery stage of the case occurred in 2022, and a bench trial was held in mid-November 2023. In January 2024, the Court issued an opinion rejecting the insurers' position that Perrigo's insurance coverage is limited to the 2014 Policy. The Court held an additional hearing in April 2024 to hear the parties' submissions concerning under which of the 2014, 2015, and 2016 Policies Perrigo is entitled to coverage. Insurers now claim the cover is limited to the 2015 Policy year. The insurers have 28 days after the order is finalized to seek an appeal of the Court's January 2024 decision. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The tables below show select financial measures by reporting segment (in millions): Total Assets March 30, 2024 December 31, 2023 CSCA $ 4,902.7 $ 4,952.9 CSCI 5,737.6 5,856.2 Total $ 10,640.3 $ 10,809.1 Three Months Ended March 30, 2024 April 1, 2023 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 644.1 $ 15.7 $ 14.6 $ 763.7 $ 83.2 $ 13.9 CSCI 437.9 26.5 43.8 418.1 21.3 51.5 Unallocated — (97.4) — — (56.0) — Continuing Operations Total $ 1,082.1 $ (55.2) $ 58.4 $ 1,181.7 $ 48.5 $ 65.4 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Divestitures On A pril 25, 2 024, we announced a binding offer to sell our HRA Pharma Rare Diseases business ("Rare Disease") to Esteve Healthcare, S.L. ("ESTEVE") for total consideration of up to €275 million, consisting of an upfront cash payment of €190 million and up to €85 million in potential earnout payments based on the Rare Diseases business achieving certain sales milestones. Following an information and consultation process with HRA Pharma Works Council in France, Perrigo would be able to exercise the put option granted by ESTEVE and enter into a definitive agreement with ESTEVE for the sale of the Rare Diseases business. The transaction is expected to close during the third quarter of 2024. The criteria for reporting our Rare Disease disposal group as held for sale were met after the balance sheet date, and therefore we classified the business as held and used as of March 30, 2024. The total carrying amounts of our Rare Disease Business assets and liabilities that will be disposed, excluding cash, were approximately $325.6 million and $57.2 million, respectively, as of March 30, 2024. After considering estimates for the fair value of the contingent milestones and the remaining costs to sell, we expect to recognize an impairment loss between $20 and $30 million resulting from the measurement as held for sale during the second quarter of 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 2 | $ (3) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of consolidation | In the opinion of management, all adjustments considered necessary for a fair presentation of the unaudited Condensed Consolidated Financial Statements have been included and include our accounts and accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Some amounts in this report may not add due to rounding. |
Segment Reporting | Segment Reporting Our reporting and operating segments are as follows: • Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business in the U.S. and Canada. • Consumer Self-Care International ("CSCI") comprises our consumer self-care business outside of the U.S. and Canada, primarily in Europe and Australia. We previously had an Rx segment which was comprised of our generic prescription pharmaceuticals business in the U.S., and other pharmaceuticals and diagnostic business in Israel, which have been divested. Following the divestiture, there were no substantial assets or operations left in this segment. The Rx segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report (refer to Note 3 ) . |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions We translate our non-U.S. dollar-denominated operations’ assets and liabilities into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of Accumulated other comprehensive income (loss) ("AOCI"). Gains or losses from foreign currency transactions are included in Other (income) expense, net. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist primarily of demand deposits and other short-term investments with maturities of three months or less at the date of purchase. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | The following table presents the allowance for credit losses activity (in millions): Three Months Ended March 30, 2024 April 1, 2023 Balance at beginning of period $ 7.8 $ 6.8 Provision for credit losses, net 0.3 — Receivables written-off — (0.3) Recoveries collected 0.1 — Currency translation adjustment (0.1) 0.6 Balance at end of period $ 8.1 $ 7.1 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following is a summary of our net sales by category (in millions): Three Months Ended March 30, 2024 April 1, 2023 CSCA (1) Upper Respiratory $ 130.3 $ 153.7 Digestive Health 122.2 124.0 Nutrition 90.6 138.5 Pain and Sleep-Aids 82.6 103.4 Healthy Lifestyle 71.3 73.4 Oral Care 64.7 83.3 Skin Care 49.6 69.8 Women's Health 27.2 12.3 Vitamins, Minerals, and Supplements ("VMS") 4.2 4.5 Other CSCA (2) 1.4 0.8 Total CSCA $ 644.1 $ 763.7 CSCI Skin Care $ 114.7 $ 83.4 Upper Respiratory 69.1 84.8 Healthy Lifestyle 64.6 66.4 Pain and Sleep-Aids 51.4 49.9 VMS 44.6 47.8 Women's Health 32.0 29.1 Oral Care 28.7 29.1 Digestive Health 9.5 8.8 Other CSCI (3) 23.3 18.8 Total CSCI 437.9 418.1 Total net sales $ 1,082.1 $ 1,181.7 (1) We updated our global reporting product categories as a result of legacy Rx sales being moved out of Other CSCA and into respective categories. These product categories have been adjusted retroactively to reflect the changes and have no impact on historical financial position, results of operations, or cash flows. (2) Consists primarily of product sales and royalty income related to supply and distribution agreements and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales. (3) Consists primarily of our Rare Diseases business and other miscellaneous or otherwise uncategorized product lines and other adjustments, none of which is greater than 10% of the segment net sales. We generated net sales in the following geographic locations (1) (in millions): Three Months Ended March 30, 2024 April 1, 2023 U.S. $ 632.3 $ 750.0 Europe (2) 419.7 407.3 All other countries (3) 30.1 24.4 Total net sales $ 1,082.1 $ 1,181.7 (1) The net sales by geography are derived from the location of the entity that sells to a third party. (2) Includes Ireland net sales of $4.3 million for the three months ended March 30, 2024, and $7.3 million for the three months ended April 1, 2023. (3) Includes net sales generated primarily in Australia and Canada. |
Schedule of Contract with Customer Balances | The following table provides information about contract assets from contracts with customers (in millions): Balance Sheet Location March 30, 2024 December 31, 2023 Short-term contract assets Prepaid expenses and other current assets $ 25.7 $ 28.5 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Major Components of Inventory | Major components of inventory were as follows (in millions): March 30, 2024 December 31, 2023 Finished goods $ 642.7 $ 646.8 Work in process 236.0 241.9 Raw materials 242.6 252.2 Total inventories $ 1,121.3 $ 1,140.9 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Investments [Abstract] | |
Schedule of 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 March 30, 2024 December 31, 2023 Fair value method Prepaid expenses and other current assets $ — $ 0.1 Fair value method (1) Other non-current assets $ 1.1 $ 1.3 Equity method Other non-current assets $ 59.5 $ 60.1 (1) Measured at fair value using the Net Asset Value practical expedient. |
Schedule of Equity Security Expense (Income) | The following table summarizes the expense recognized in earnings of our equity securities (in millions): Three Months Ended Measurement Category Income Statement Location March 30, 2024 April 1, 2023 Fair value method Other operating expense (income), net $ 0.1 $ 0.1 Equity method Other operating expense (income), net $ 0.6 $ 0.7 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Leases [Abstract] | |
Schedule of 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 March 30, 2024 December 31, 2023 Operating Operating lease assets $ 176.7 $ 183.6 Finance Other non-current assets 13.4 13.7 Total $ 190.1 $ 197.3 Liabilities Balance Sheet Location March 30, 2024 December 31, 2023 Current Operating Other accrued liabilities $ 26.6 $ 27.5 Finance Current indebtedness 1.9 1.9 Non-Current Operating Other non-current liabilities 152.5 159.6 Finance Long-term debt, less current portion 13.0 13.2 Total $ 194.0 $ 202.2 The below tables show our lease assets and liabilities by reporting segment (in millions): Assets Operating Financing March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 CSCA $ 77.3 $ 79.3 $ 12.7 $ 12.8 CSCI 42.0 44.7 0.2 0.3 Unallocated 57.4 59.6 0.5 0.6 Total $ 176.7 $ 183.6 $ 13.4 $ 13.7 Liabilities Operating Financing March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 CSCA $ 79.2 $ 81.6 $ 14.1 $ 14.2 CSCI 45.5 47.8 0.2 0.3 Unallocated 54.4 57.7 0.6 0.6 Total $ 179.1 $ 187.1 $ 14.9 $ 15.1 |
Schedule of Lease Expense | Lease expense was as follows (in millions): Three Months Ended March 30, 2024 April 1, 2023 Operating leases (1) $ 11.6 $ 12.0 Finance leases Amortization $ 0.6 $ 1.1 Interest 0.1 0.1 Total finance leases $ 0.7 $ 1.2 (1) Includes short-term leases and variable lease costs, which are immaterial. |
Schedule of Finance Lease Maturity | The annual future maturities of our leases as of March 30, 2024 are as follows (in millions): Operating Leases Finance Leases Total 2024 $ 24.3 $ 1.8 $ 26.1 2025 30.3 1.9 32.2 2026 24.4 1.6 26.0 2027 22.6 1.6 24.2 2028 16.5 1.6 18.1 After 2028 88.9 9.0 97.9 Total lease payments $ 207.0 $ 17.5 $ 224.5 Less: Interest 27.9 2.6 30.5 Present value of lease liabilities $ 179.1 $ 14.9 $ 194.0 |
Schedule of Operating Lease Liability Maturity | The annual future maturities of our leases as of March 30, 2024 are as follows (in millions): Operating Leases Finance Leases Total 2024 $ 24.3 $ 1.8 $ 26.1 2025 30.3 1.9 32.2 2026 24.4 1.6 26.0 2027 22.6 1.6 24.2 2028 16.5 1.6 18.1 After 2028 88.9 9.0 97.9 Total lease payments $ 207.0 $ 17.5 $ 224.5 Less: Interest 27.9 2.6 30.5 Present value of lease liabilities $ 179.1 $ 14.9 $ 194.0 |
Schedule of Weighted Average Lease Terms and Discount Rates | Our weighted average lease terms and discount rates are as follows: March 30, 2024 April 1, 2023 Weighted-average remaining lease term (in years) Operating leases 9.72 10.85 Finance leases 9.43 9.49 Weighted-average discount rate Operating leases 3.3 % 2.5 % Finance leases 3.5 % 3.0 % |
Schedule of Lease Cash Flow Classifications | Our lease cash flow classifications are as follows (in millions): Three Months Ended March 30, 2024 April 1, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8.5 $ 9.0 Operating cash flows for finance leases $ 0.1 $ 0.1 Financing cash flows for finance leases $ 0.5 $ 1.0 Leased assets obtained in exchange for new finance lease liabilities $ 0.3 $ — Leased assets obtained in exchange for new operating lease liabilities $ 1.7 $ 1.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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, 2023 Currency translation adjustments March 30, 2024 CSCA (1) $ 2,080.9 $ (1.7) $ 2,079.2 CSCI (2) 1,448.2 (34.5) 1,413.7 Total goodwill $ 3,529.1 $ (36.2) $ 3,492.9 (1) We had accumulated goodwill impairments of $6.1 million as of March 30, 2024 and December 31, 2023. (2) We had accumulated goodwill impairments of $968.4 million as of March 30, 2024 and December 31, 2023. |
Schedule of Finite and Indefinite-lived Intangible Assets | Intangible assets and related accumulated amortization consisted of the following (in millions): March 30, 2024 December 31, 2023 Gross Accumulated Gross Accumulated Indefinite-lived intangibles: (1) Trademarks, trade names, and brands $ 3.3 $ — $ 3.4 $ — In-process research and development 1.9 — 1.9 — Total indefinite-lived intangibles $ 5.2 $ — $ 5.3 $ — Definite-lived intangibles: Distribution and license agreements and supply agreements $ 88.7 $ 56.3 $ 90.8 $ 57.5 Developed product technology, formulations, and product rights 528.2 243.9 534.0 238.4 Customer relationships and distribution networks 1,840.7 1,112.8 1,868.1 1,108.9 Trademarks, trade names, and brands 2,453.3 627.6 2,502.0 609.3 Non-compete agreements 2.1 2.1 2.1 2.1 Total definite-lived intangibles $ 4,913.0 $ 2,042.7 $ 4,997.0 $ 2,016.2 Total intangible assets $ 4,918.2 $ 2,042.7 $ 5,002.3 $ 2,016.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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): March 30, 2024 December 31, 2023 Measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Investment securities $ — $ — $ — $ 0.1 $ — $ — Foreign currency forward contracts — 1.9 — — 0.6 — Interest rate swap agreements — 49.2 — — 30.5 — Total assets $ — $ 51.1 $ — $ 0.1 $ 31.1 $ — Liabilities: Cross-currency swap $ — $ 130.5 $ — $ — $ 172.0 $ — Foreign currency forward contracts — 2.6 — — 2.7 — Interest rate swap agreements — 4.7 — — 11.7 — Total liabilities $ — $ 137.8 $ — $ — $ 186.4 $ — Measured at fair value on a non-recurring basis: Assets: Goodwill (1) $ — $ — $ — $ — $ — $ 118.9 Total assets $ — $ — $ — $ — $ — $ 118.9 (1) During the year ended December 31, 2023, goodwill within our Rare Diseases reporting unit with a carrying value of $208.9 million was written down to a fair value of $118.9 million. |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | Our fixed rate long-term debt consisted of the following (in millions): March 30, 2024 December 31, 2023 Public Bonds Level 1 Level 1 Carrying value (excluding discount) $ 2,244.4 $ 2,244.4 Fair value $ 2,083.8 $ 2,062.2 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Currency Forward Contracts | Notional amounts of foreign currency forward contracts were as follows (in millions): March 30, 2024 December 31, 2023 British Pound (GBP) $ 128.9 $ 72.4 Swedish Krona (SEK) 68.4 36.5 European Euro (EUR) 66.8 79.9 Danish Krone (DKK) 54.4 5.9 United States Dollar (USD) 52.4 22.1 Canadian Dollar (CAD) 38.1 7.1 Chinese Yuan (CNH) 24.2 14.1 Polish Zloty (PLZ) 18.9 3.8 Norwegian Krone (NOK) 4.2 4.4 Hungarian Forint (HUF) 3.7 3.9 Other (1) 3.2 3.5 Total $ 463.2 $ 253.6 (1) Number consists of various currencies notional amounts, none of which individually exceed $10 million in either period presented. |
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): Balance Sheet Location March 30, 2024 December 31, 2023 Designated derivative assets: Foreign currency forward contracts Prepaid expenses and other current assets $ 1.5 $ — Foreign currency forward contracts Other non-current assets 0.3 0.4 Interest rate swap agreements Other non-current assets 49.2 30.5 Total designated derivative assets $ 51.0 $ 30.9 Non-designated derivative assets: Foreign currency forward contracts Prepaid expenses and other current assets $ 0.1 $ 0.2 Total non-designated derivative assets $ 0.1 $ 0.2 Designated derivative liabilities: Foreign currency forward contracts Other accrued liabilities $ 1.8 $ — Cross-currency swap Other accrued liabilities 59.0 75.1 Cross-currency swap Other non-current liabilities 71.5 96.9 Interest rate swap agreements Other non-current liabilities 4.7 11.7 Total designated derivative liabilities $ 137.0 $ 183.7 Non-designated derivative liabilities: Foreign currency forward contracts Other accrued liabilities $ 0.8 $ 2.7 |
Amount of Gain/(Loss) Recognized against Earnings | The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Consolidated Statements of Operations were as follows (in millions): Three Months Ended Non-Designated Derivatives Income Statement Location March 30, 2024 April 1, 2023 Foreign currency forward contracts Other (income) expense, net $ (2.1) $ (1.2) Interest expense, net — (0.6) $ (2.1) $ (1.8) |
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 AOCI (in millions): Gain/(Loss) Reclassified from AOCI into Earnings Related to Amounts Excluded from Effectiveness Testing Amount Recorded in OCI (1) Classification Amount (2) Classification Amount Recognized in Earnings on Derivatives Three Months Ended March 30, 2024 Cash flow hedges Interest rate swap agreements $ 33.5 Interest expense, net $ 7.8 Interest expense, net $ — Foreign currency forward contracts $ 0.9 Net sales $ 0.1 Net sales $ (0.3) Cost of sales $ — Cost of sales $ (0.2) Other (income) expense, net $ — Total Cash flow hedges $ 34.4 $ 7.9 $ (0.5) Net investment hedges Cross-currency swap $ 48.9 Interest expense, net $ 7.3 Three Months Ended April 1, 2023 Cash flow hedges Interest rate swap agreements $ 24.9 Interest expense, net $ 2.9 Interest expense, net $ — Foreign currency forward contracts $ (6.7) Net sales 0.4 Net sales $ — Cost of sales (0.2) Cost of sales $ — Other (income) expense, net $ 0.1 Total Cash flow hedges $ 18.2 $ 3.1 $ 0.1 Net investment hedges Cross-currency swap $ (23.7) Interest expense, net $ (6.5) (1) Net income of $23.7 million is expected to be reclassified out of AOCI into earnings during the next 12 months (2) For additional details about the effect of the amounts reclassified from AOCI refer to Note 12 . |
Schedule of 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): Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net Three Months Ended March 30, 2024 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 $ 1,082.1 $ 724.4 $ 43.0 $ 0.4 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.1 $ — $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ (0.3) $ (0.2) $ — $ — Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ 7.8 $ — Three Months Ended April 1, 2023 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 $ 1,181.7 $ 767.9 $ 43.7 $ 0.5 Gain (loss) on cash flow hedging relationships Foreign currency forward contracts Amount of gain or (loss) reclassified from AOCI into earnings $ 0.4 $ (0.2) $ — $ — Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ — $ — $ 0.1 Interest rate swap agreements Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ 2.9 $ — |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total borrowings are summarized as follows (in millions): March 30, 2024 December 31, 2023 Term loans Term A Loans due April 20, 2027 (1) $ 465.6 $ 471.9 Term B Loans due April 20, 2029 (1) 1,382.7 1,386.2 Total term loans $ 1,848.3 $ 1,858.1 Notes and Bonds Coupon Due 3.900% December 15, 2024 $ 400.0 $ 400.0 4.375% March 15, 2026 700.0 700.0 4.650% June 15, 2030 (2) 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 2,244.4 2,244.4 Other financing 14.6 14.8 Unamortized premium (discount), net (17.0) (17.8) Deferred financing fees (24.8) (26.1) Total borrowings outstanding 4,065.5 4,073.4 Current indebtedness (440.6) (440.6) Total long-term debt less current portion $ 3,624.9 $ 3,632.8 (1) Discussed below collectively as the "Senior Secured Credit Facilities" (2) The coupon rate noted above is as of March 30, 2024. This will increase from 4.650% to 4.900% on payments starting after June 15, 2024, following a credit rating downgrade by S&P global in the first quarter of 2024. Future interest rate adjustments are subject to a 2.0% total cap above the original 3.150% interest rate based on certain rating events as specified in the Note’s Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. |
Earnings Per Share and Shareh_2
Earnings Per Share and Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share, Basic and Diluted | A reconciliation of the numerators and denominators used in our basic and diluted earnings per share ("EPS") calculation is as follows (in millions): Three Months Ended March 30, April 1, 2023 Numerator: Income (loss) from continuing operations $ 4.1 $ (1.1) Income (loss) from discontinued operations, net of tax (2.1) (1.9) Net income (loss) $ 2.0 $ (3.0) Denominator: Weighted average shares outstanding for basic EPS 136.6 134.9 Dilutive effect of share-based awards 1.0 — Weighted average shares outstanding for diluted EPS (1) 137.6 134.9 (1) In the period of a net loss from continuing operations, diluted shares equal basic shares. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in our AOCI balances, net of tax were as follows (in millions): Fair Value of Derivative Financial Instruments, net of tax Foreign Currency Translation Adjustments Post-Employment Plan Adjustments, net of tax Total AOCI Balance at December 31, 2023 $ 17.1 $ (4.0) $ (2.4) $ 10.7 OCI before reclassifications 18.5 (58.3) (1.0) (40.8) Amounts reclassified from AOCI (7.6) — — (7.6) Other comprehensive income (loss) $ 10.9 $ (58.3) $ (1.0) $ (48.4) Balance at March 30, 2024 $ 28.0 $ (62.3) $ (3.4) $ (37.7) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Restructuring Charges [Abstract] | |
Schedule of Restructuring and Related Costs | The following reflects our restructuring activity (in millions): Three Months Ended March 30, 2024 Supply Chain HRA Pharma Project Energize Other Initiatives Total Beginning balance $ 0.7 $ 6.8 $ 2.9 $ 1.8 $ 12.2 Additional charges 2.6 0.1 41.4 0.2 44.3 Payments (2.4) (0.3) (6.9) (1.1) (10.7) Non-cash adjustments — — (4.8) — (4.8) Ending balance $ 0.9 $ 6.6 $ 32.6 $ 0.9 $ 41.0 Three Months Ended April 1, 2023 Supply Chain Reinvention HRA Pharma Integration Other Initiatives Total Beginning balance $ 2.2 $ 13.3 $ 4.3 $ 19.8 Additional charges 2.6 0.8 — 3.4 Payments (4.4) (2.6) (1.0) (8.0) Non-cash adjustments — 0.3 0.1 0.4 Ending balance $ 0.4 $ 11.8 $ 3.4 $ 15.6 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rates were as follows: Three Months Ended March 30, 2024 April 1, 2023 104.2 % 123.8 % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below show select financial measures by reporting segment (in millions): Total Assets March 30, 2024 December 31, 2023 CSCA $ 4,902.7 $ 4,952.9 CSCI 5,737.6 5,856.2 Total $ 10,640.3 $ 10,809.1 Three Months Ended March 30, 2024 April 1, 2023 Net Operating Income (Loss) Intangible Asset Amortization Net Operating Income (Loss) Intangible Asset Amortization CSCA $ 644.1 $ 15.7 $ 14.6 $ 763.7 $ 83.2 $ 13.9 CSCI 437.9 26.5 43.8 418.1 21.3 51.5 Unallocated — (97.4) — — (56.0) — Continuing Operations Total $ 1,082.1 $ (55.2) $ 58.4 $ 1,181.7 $ 48.5 $ 65.4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 7.8 | $ 6.8 |
Provision for credit losses, net | 0.3 | 0 |
Receivables written-off | 0 | (0.3) |
Recoveries collected | 0.1 | 0 |
Currency translation adjustment | (0.1) | 0.6 |
Balance at end of period | $ 8.1 | $ 7.1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 7 | $ 7 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,082.1 | $ 1,181.7 |
CSCA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 644.1 | 763.7 |
CSCA | Upper Respiratory | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 130.3 | 153.7 |
CSCA | Digestive Health | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 122.2 | 124 |
CSCA | Nutrition | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 90.6 | 138.5 |
CSCA | Pain and Sleep-Aids | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 82.6 | 103.4 |
CSCA | Healthy Lifestyle | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 71.3 | 73.4 |
CSCA | Oral Care | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 64.7 | 83.3 |
CSCA | Skin Care | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 49.6 | 69.8 |
CSCA | Women's Health | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 27.2 | 12.3 |
CSCA | Vitamins, Minerals, and Supplements ("VMS") | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 4.2 | 4.5 |
CSCA | Other CSCA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1.4 | 0.8 |
CSCI | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 437.9 | 418.1 |
CSCI | Upper Respiratory | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 69.1 | 84.8 |
CSCI | Digestive Health | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 9.5 | 8.8 |
CSCI | Pain and Sleep-Aids | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 51.4 | 49.9 |
CSCI | Healthy Lifestyle | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 64.6 | 66.4 |
CSCI | Oral Care | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 28.7 | 29.1 |
CSCI | Skin Care | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 114.7 | 83.4 |
CSCI | Women's Health | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 32 | 29.1 |
CSCI | Vitamins, Minerals, and Supplements ("VMS") | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 44.6 | 47.8 |
CSCI | Other CSCI | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 23.3 | $ 18.8 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,082.1 | $ 1,181.7 |
Contract manufacturing | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 72.2 | $ 90 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Short-term contract assets | $ 25.7 | $ 28.5 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Revenue by Geographic Location (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,082.1 | $ 1,181.7 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 632.3 | 750 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 419.7 | 407.3 |
Ireland | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 4.3 | 7.3 |
All other countries | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 30.1 | $ 24.4 |
Discontinued Operations (Detail
Discontinued Operations (Details) - RX Pharmaceuticals - Discontinued Operations, Disposed of by Sale $ in Millions | Jul. 06, 2021 USD ($) |
Discontinued Operations | |
Total consideration | $ 1,550 |
Potential R&D milestone payments and contingent purchase obligations assumed by purchaser | $ 53.3 |
Supply agreement term | 4 years |
Supply agreement, extension period | 7 years |
Aggregate cap on buyer's obligation for certain pre-closing liabilities (percent) | 50% |
Aggregate cap on buyer's obligation for certain pre-closing liabilities | $ 50 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 642.7 | $ 646.8 |
Work in process | 236 | 241.9 |
Raw materials | 242.6 | 252.2 |
Total inventories | $ 1,121.3 | $ 1,140.9 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method, other expense (income) | $ 0.1 | $ 0.1 | |
Equity securities, equity method, other expense (income) | 0.6 | $ 0.7 | |
Prepaid expenses and other current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method | 0 | $ 0.1 | |
Other non-current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, fair value method | 1.1 | 1.3 | |
Equity securities, equity method, other non-current assets | $ 59.5 | $ 60.1 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location of Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 176.7 | $ 183.6 |
Finance leases | $ 13.4 | $ 13.7 |
Finance lease assets, location | Other non-current assets | Other non-current assets |
Right-of-use asset | $ 190.1 | $ 197.3 |
Operating lease liability, current | $ 26.6 | $ 27.5 |
Operating lease liability, current, location | Other accrued liabilities | Other accrued liabilities |
Finance lease liability, current | $ 1.9 | $ 1.9 |
Finance lease liability, current, location | Current indebtedness | Current indebtedness |
Operating lease liability, noncurrent | $ 152.5 | $ 159.6 |
Operating lease liability, noncurrent, location | Other non-current liabilities | Other non-current liabilities |
Finance lease liability, noncurrent | $ 13 | $ 13.2 |
Finance lease liability, noncurrent, location | Long-term debt, less current portion | Long-term debt, less current portion |
Present value of lease liabilities | $ 194 | $ 202.2 |
Operating lease liabilities | 179.1 | 187.1 |
Finance lease liabilities | 14.9 | 15.1 |
Segment Reconciling Items | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 57.4 | 59.6 |
Finance leases | 0.5 | 0.6 |
Operating lease liabilities | 54.4 | 57.7 |
Finance lease liabilities | 0.6 | 0.6 |
CSCA | Operating Segments | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 77.3 | 79.3 |
Finance leases | 12.7 | 12.8 |
Operating lease liabilities | 79.2 | 81.6 |
Finance lease liabilities | 14.1 | 14.2 |
CSCI | Operating Segments | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | 42 | 44.7 |
Finance leases | 0.2 | 0.3 |
Operating lease liabilities | 45.5 | 47.8 |
Finance lease liabilities | $ 0.2 | $ 0.3 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Leases [Abstract] | ||
Operating leases | $ 11.6 | $ 12 |
Finance leases | ||
Amortization | 0.6 | 1.1 |
Interest | 0.1 | 0.1 |
Total finance leases | $ 0.7 | $ 1.2 |
Leases - Annual Future Maturiti
Leases - Annual Future Maturities of Leases (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024 | $ 24.3 | |
2025 | 30.3 | |
2026 | 24.4 | |
2027 | 22.6 | |
2028 | 16.5 | |
After 2028 | 88.9 | |
Total lease payments | 207 | |
Less: Interest | 27.9 | |
Present value of lease liabilities | 179.1 | $ 187.1 |
Finance Leases | ||
2024 | 1.8 | |
2025 | 1.9 | |
2026 | 1.6 | |
2027 | 1.6 | |
2028 | 1.6 | |
After 2028 | 9 | |
Total lease payments | 17.5 | |
Less: Interest | 2.6 | |
Present value of lease liabilities | 14.9 | 15.1 |
Total | ||
2024 | 26.1 | |
2025 | 32.2 | |
2026 | 26 | |
2027 | 24.2 | |
2028 | 18.1 | |
After 2028 | 97.9 | |
Total lease payments | 224.5 | |
Less: Interest | 30.5 | |
Present value of lease liabilities | $ 194 | $ 202.2 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Terms and Discount Rates (Details) | Mar. 30, 2024 | Apr. 01, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term - Operating leases | 9 years 8 months 19 days | 10 years 10 months 6 days |
Weighted-average lease term - Finance leases | 9 years 5 months 4 days | 9 years 5 months 26 days |
Weighted-average discount rate - Operating lease (percent) | 3.30% | 2.50% |
Weighted-average discount rate - Finance lease (percent) | 3.50% | 3% |
Leases - Lease Cash Flow Classi
Leases - Lease Cash Flow Classifications (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 8.5 | $ 9 |
Operating cash flows for finance leases | 0.1 | 0.1 |
Financing cash flows for finance leases | 0.5 | 1 |
Leased assets obtained in exchange for new finance lease liabilities | 0.3 | 0 |
Leased assets obtained in exchange for new operating lease liabilities | $ 1.7 | $ 1.4 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Dec. 31, 2023 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 3,529.1 | |
Currency translation adjustments | (36.2) | |
Goodwill, end of period | 3,492.9 | |
CSCA | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 2,080.9 | |
Currency translation adjustments | (1.7) | |
Goodwill, end of period | 2,079.2 | |
Accumulated impairments | 6.1 | $ 6.1 |
CSCI | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 1,448.2 | |
Currency translation adjustments | (34.5) | |
Goodwill, end of period | 1,413.7 | |
Accumulated impairments | $ 968.4 | $ 968.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible categories (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 5.2 | $ 5.3 | |
Definite-lived intangible assets | 4,913 | 4,997 | |
Accumulated Amortization | 2,042.7 | 2,016.2 | |
Total intangible assets | 4,918.2 | 5,002.3 | |
Intangible assets amortization expense | 58.4 | $ 65.4 | |
Distribution and license agreements and supply agreements | |||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||
Definite-lived intangible assets | 88.7 | 90.8 | |
Accumulated Amortization | 56.3 | 57.5 | |
Developed product technology, formulations, and product rights | |||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||
Definite-lived intangible assets | 528.2 | 534 | |
Accumulated Amortization | 243.9 | 238.4 | |
Customer relationships and distribution networks | |||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||
Definite-lived intangible assets | 1,840.7 | 1,868.1 | |
Accumulated Amortization | 1,112.8 | 1,108.9 | |
Trademarks, trade names, and brands | |||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||
Definite-lived intangible assets | 2,453.3 | 2,502 | |
Accumulated Amortization | 627.6 | 609.3 | |
Non-compete agreements | |||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||
Definite-lived intangible assets | 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 intangible assets | 3.3 | 3.4 | |
In-process research and development | |||
Finite And Indefinite Lived Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 1.9 | $ 1.9 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments at Fair Value (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Goodwill carrying value | $ 3,492.9 | $ 3,529.1 |
Rare Diseases reporting unit | ||
Liabilities: | ||
Goodwill carrying value | 208.9 | |
Measured at fair value on a recurring basis | Level 1 | ||
Assets: | ||
Investment securities | 0 | 0.1 |
Total assets | 0 | 0.1 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 1 | Cross-currency swap | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 1 | Foreign currency forward contracts | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 1 | Interest rate swap agreements | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 2 | ||
Assets: | ||
Investment securities | 0 | 0 |
Total assets | 51.1 | 31.1 |
Liabilities: | ||
Total liabilities | 137.8 | 186.4 |
Measured at fair value on a recurring basis | Level 2 | Cross-currency swap | ||
Liabilities: | ||
Derivative liabilities | 130.5 | 172 |
Measured at fair value on a recurring basis | Level 2 | Foreign currency forward contracts | ||
Assets: | ||
Derivative assets | 1.9 | 0.6 |
Liabilities: | ||
Derivative liabilities | 2.6 | 2.7 |
Measured at fair value on a recurring basis | Level 2 | Interest rate swap agreements | ||
Assets: | ||
Derivative assets | 49.2 | 30.5 |
Liabilities: | ||
Derivative liabilities | 4.7 | 11.7 |
Measured at fair value on a recurring basis | Level 3 | ||
Assets: | ||
Investment securities | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 3 | Cross-currency swap | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 3 | Foreign currency forward contracts | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Measured at fair value on a recurring basis | Level 3 | Interest rate swap agreements | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Measured at fair value on a non-recurring basis | Level 1 | ||
Assets: | ||
Total assets | 0 | 0 |
Goodwill | 0 | 0 |
Measured at fair value on a non-recurring basis | Level 2 | ||
Assets: | ||
Total assets | 0 | 0 |
Goodwill | 0 | 0 |
Measured at fair value on a non-recurring basis | Level 3 | ||
Assets: | ||
Total assets | 0 | 118.9 |
Goodwill | $ 0 | 118.9 |
Measured at fair value on a non-recurring basis | Level 3 | Rare Diseases reporting unit | ||
Assets: | ||
Goodwill | $ 118.9 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fixed Rate Long-term Debt (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public Bonds | $ 2,244.4 | $ 2,244.4 |
Public Bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public Bonds | 2,083.8 | 2,062.2 |
Reported Value Measurement | Public Bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Public Bonds | $ 2,244.4 | $ 2,244.4 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - Interest rate swap agreements $ in Millions | Dec. 31, 2023 USD ($) derivative | Nov. 21, 2023 USD ($) | Oct. 31, 2022 USD ($) derivative | Jun. 01, 2022 USD ($) | Apr. 30, 2022 USD ($) derivative |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of instruments held | derivative | 4 | 5 | |||
Cash Flow Hedging | New Term Loan B Facility | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of instruments held | derivative | 3 | ||||
Cash Flow Hedging | New Term Loan A Facility | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of instruments held | derivative | 2 | ||||
Net Investment Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of instruments held | derivative | 3 | ||||
Net Investment Hedging | October 25, 2022 Through December 15, 2024 | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 700 | ||||
Net Investment Hedging | October 25, 2022 through March 25, 2026 | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | 700 | ||||
Net Investment Hedging | October 25, 2022 through June 15, 2030 | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 100 | ||||
Net Investment Hedging | November 21, 2023 through April 20, 2027 | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 300 | ||||
June 1, 2022 Through April 1, 2029 | Maximum | Cash Flow Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 1,000 | ||||
June 1, 2022 Through April 1, 2029 | Minimum | Cash Flow Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 812.5 | ||||
June 1, 2022 Through April 1, 2027 | Maximum | Cash Flow Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 487.5 | ||||
June 1, 2022 Through April 1, 2027 | Minimum | Cash Flow Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 387.5 | ||||
December 15, 2023, through April 20, 2029 | Maximum | Cash Flow Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 300 | ||||
December 15, 2023, through April 20, 2029 | Minimum | Cash Flow Hedging | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of derivatives | $ 229 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) - Foreign currency forward contracts - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Dec. 31, 2023 | |
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | $ 463.2 | $ 253.6 |
Maximum remaining maturity of foreign currency derivatives | 60 months | |
British Pound (GBP) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | $ 128.9 | 72.4 |
Swedish Krona (SEK) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 68.4 | 36.5 |
European Euro (EUR) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 66.8 | 79.9 |
Danish Krone (DKK) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 54.4 | 5.9 |
United States Dollar (USD) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 52.4 | 22.1 |
Canadian Dollar (CAD) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 38.1 | 7.1 |
Chinese Yuan (CNH) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 24.2 | 14.1 |
Polish Zloty (PLZ) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 18.9 | 3.8 |
Norwegian Krone (NOK) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 4.2 | 4.4 |
Hungarian Forint (HUF) | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 3.7 | 3.9 |
Other | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional amount of derivatives | 3.2 | 3.5 |
Maximum individual amount | $ 10 | $ 10 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative assets | $ 51 | $ 30.9 |
Total non-designated derivative liabilities | 137 | 183.7 |
Designated as Hedging Instrument | Prepaid expenses and other current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative assets | 1.5 | 0 |
Designated as Hedging Instrument | Other non-current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative assets | 0.3 | 0.4 |
Designated as Hedging Instrument | Other non-current assets | Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative assets | 49.2 | 30.5 |
Designated as Hedging Instrument | Other accrued liabilities | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative liabilities | 1.8 | 0 |
Designated as Hedging Instrument | Other accrued liabilities | Cross-currency swap | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative liabilities | 59 | 75.1 |
Designated as Hedging Instrument | Other non-current liabilities | Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative liabilities | 4.7 | 11.7 |
Designated as Hedging Instrument | Other non-current liabilities | Cross-currency swap | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative liabilities | 71.5 | 96.9 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative assets | 0.1 | 0.2 |
Not Designated as Hedging Instrument | Prepaid expenses and other current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative assets | 0.1 | 0.2 |
Not Designated as Hedging Instrument | Other accrued liabilities | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total non-designated derivative liabilities | $ 0.8 | $ 2.7 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Non-designated Derivatives (Details) - Foreign currency forward contracts - Not Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of option contract | $ (2.1) | $ (1.8) |
Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of option contract | (2.1) | (1.2) |
Interest Expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of option contract | $ 0 | $ (0.6) |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Effect of Cash Flow Hedges Included in AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | $ 34.4 | $ 18.2 |
Cash flow hedge gain (loss) reclassified to earnings, net | 7.9 | 3.1 |
Gain (loss) from components excluded from assessment of cash flow hedge effectiveness, net, total | (0.5) | 0.1 |
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | 23.7 | |
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, Interest rate swap agreements | 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 | 0.1 | 0.4 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.3) | 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 | (0.2) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.2) | 0 |
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 | 0.1 |
Interest rate swap agreements | Interest Expense, net | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain/(Loss) Recorded in OCI, Cash flow hedges | 33.5 | 24.9 |
Amount of gain or (loss) reclassified from AOCI into earnings, Interest rate swap agreements | 7.8 | 2.9 |
Interest rate swap agreements | 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 agreements | 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 agreements | 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 | 0.9 | (6.7) |
Cross-currency swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain/(Loss) Recorded in OCI, Net investment hedges | 48.9 | (23.7) |
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 | $ 7.3 | $ (6.5) |
Derivative Instruments and He_8
Derivative Instruments and Hedging Activities - Classification of Gain (Loss) of Cash Flow And Fair Value Hedging Relationships (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net sales | $ 1,082.1 | $ 1,181.7 |
Cost of sales | 724.4 | 767.9 |
Interest expense, net | 43 | 43.7 |
Other (income) expense, net | 0.4 | 0.5 |
Net Sales | ||
Foreign currency forward contracts | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0.1 | 0.4 |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.3) | 0 |
Cost of Sales | ||
Foreign currency forward contracts | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | (0.2) |
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | (0.2) | 0 |
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 | 0.1 |
Interest rate swap agreements | Net Sales | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 |
Interest rate swap agreements | Cost of Sales | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 0 | 0 |
Interest rate swap agreements | Interest Expense, net | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | 7.8 | 2.9 |
Interest rate swap agreements | Other (Income) Expense, net | ||
Interest rate swap agreements | ||
Amount of gain or (loss) reclassified from AOCI into earnings | $ 0 | $ 0 |
Indebtedness - Schedule of Borr
Indebtedness - Schedule of Borrowings Outstanding (Details) - USD ($) $ in Millions | Jun. 15, 2024 | Mar. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Term loans | $ 1,848.3 | $ 1,858.1 | |
Senior notes | 2,244.4 | 2,244.4 | |
Other financing | 14.6 | 14.8 | |
Unamortized premium (discount), net | (17) | (17.8) | |
Deferred financing fees | (24.8) | (26.1) | |
Total borrowings outstanding | 4,065.5 | 4,073.4 | |
Current indebtedness | (440.6) | (440.6) | |
Long-term debt, less current portion | 3,624.9 | 3,632.8 | |
Term A Loans due April 20, 2027 | |||
Debt Instrument [Line Items] | |||
Term loans | 465.6 | 471.9 | |
Term B Loans due April 20, 2029 | |||
Debt Instrument [Line Items] | |||
Term loans | 1,382.7 | 1,386.2 | |
3.900% Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 400 | 400 | |
Interest rate, stated percentage | 3.90% | ||
4.375% Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 700 | 700 | |
Interest rate, stated percentage | 4.375% | ||
4.650% Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 750 | 750 | |
Interest rate, stated percentage | 4.65% | ||
Interest rate cap | 0.020 | ||
Interest rate basis | 3.15% | ||
4.650% Notes due 2030 | Forecast | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 4.90% | ||
5.300% Notes due 2043 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 90.5 | 90.5 | |
Interest rate, stated percentage | 5.30% | ||
4.900% Notes due 2044 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 303.9 | $ 303.9 | |
Interest rate, stated percentage | 4.90% |
Indebtedness - Narrative (Detai
Indebtedness - Narrative (Details) | 3 Months Ended | ||||
Dec. 15, 2023 USD ($) | Apr. 20, 2022 USD ($) | Mar. 30, 2024 USD ($) | Apr. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Payments on long-term debt | $ 9,800,000 | $ 5,900,000 | |||
Outstanding balance | $ 0 | $ 0 | |||
Domestic Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Secured net leverage ratio, maximum | 3 | ||||
Maximum leverage ratio, subject to consummation of qualifying acquisitions | 3.25 | ||||
2022 Revolver | |||||
Debt Instrument [Line Items] | |||||
Borrowings on line of credit | $ 0 | $ 0 | |||
2022 Revolver | Secured Debt | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||
Term of debt | 5 years | ||||
New Term Loan A Facility | |||||
Debt Instrument [Line Items] | |||||
Principal repayments | 6,300,000 | ||||
New Term Loan A Facility | Secured Debt | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 500,000,000 | ||||
Term of debt | 5 years | ||||
New Term Loan B Facility | |||||
Debt Instrument [Line Items] | |||||
Principal repayments | $ 3,500,000 | ||||
New Term Loan B Facility | Secured Debt | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,100,000,000 | ||||
Term of debt | 7 years | ||||
5.300% Notes due 2043 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 5.30% | ||||
3.900% Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 3.90% | ||||
4.375% Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 4.375% | ||||
4.650% Notes due 2030 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 4.65% | ||||
4.900% Notes due 2044 | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 4.90% | ||||
Incremental Term B Loans | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt | $ 300,000,000 | ||||
Senior Notes Due 2024 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt | $ 300,000,000 | ||||
Interest rate, stated percentage | 3.90% | ||||
Payments on long-term debt | $ 295,100,000 |
Earnings Per Share and Shareh_3
Earnings Per Share and Shareholders' Equity (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Oct. 31, 2018 | |
Numerator: | |||
Income (loss) from continuing operations | $ 4.1 | $ (1.1) | |
Income (loss) from discontinued operations, net of tax | (2.1) | (1.9) | |
Net income (loss) | $ 2 | $ (3) | |
Denominator: | |||
Weighted average shares outstanding for basic EPS (in shares) | 136,600,000 | 134,900,000 | |
Dilutive effect of share-based awards (in shares) | 1,000,000 | 0 | |
Weighted average shares outstanding for diluted EPS (in shares) | 137,600,000 | 134,900,000 | |
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 | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning balance | $ 4,767.9 | $ 4,842.1 |
OCI before reclassifications | (40.8) | |
Amounts reclassified from AOCI | (7.6) | |
Other comprehensive income (loss), net of tax | (48.4) | 20.7 |
Ending balance | 4,687 | 4,833.9 |
Total AOCI | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning balance | 10.7 | (27) |
Other comprehensive income (loss), net of tax | (48.4) | 20.7 |
Ending balance | (37.7) | $ (6.3) |
Fair Value of Derivative Financial Instruments, net of tax | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning balance | 17.1 | |
OCI before reclassifications | 18.5 | |
Amounts reclassified from AOCI | (7.6) | |
Other comprehensive income (loss), net of tax | 10.9 | |
Ending balance | 28 | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning balance | (4) | |
OCI before reclassifications | (58.3) | |
Amounts reclassified from AOCI | 0 | |
Other comprehensive income (loss), net of tax | (58.3) | |
Ending balance | (62.3) | |
Post-Employment Plan Adjustments, net of tax | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning balance | (2.4) | |
OCI before reclassifications | (1) | |
Amounts reclassified from AOCI | 0 | |
Other comprehensive income (loss), net of tax | (1) | |
Ending balance | $ (3.4) |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 12.2 | $ 19.8 |
Additional charges | 44.3 | 3.4 |
Payments | (10.7) | (8) |
Non-cash adjustments | (4.8) | 0.4 |
Ending balance | 41 | 15.6 |
Supply Chain Reinvention | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0.7 | 2.2 |
Additional charges | 2.6 | 2.6 |
Payments | (2.4) | (4.4) |
Non-cash adjustments | 0 | 0 |
Ending balance | 0.9 | 0.4 |
HRA Pharma Integration | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 6.8 | 13.3 |
Additional charges | 0.1 | 0.8 |
Payments | (0.3) | (2.6) |
Non-cash adjustments | 0 | 0.3 |
Ending balance | 6.6 | 11.8 |
Project Energize | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2.9 | |
Additional charges | 41.4 | |
Payments | (6.9) | |
Non-cash adjustments | (4.8) | |
Ending balance | 32.6 | |
Other Initiatives | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1.8 | 4.3 |
Additional charges | 0.2 | 0 |
Payments | (1.1) | (1) |
Non-cash adjustments | 0 | 0.1 |
Ending balance | $ 0.9 | $ 3.4 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Additional charges | $ 44.3 | $ 3.4 | ||
Restructuring reserve | 41 | 15.6 | $ 12.2 | $ 19.8 |
CSCI | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional charges | 15.5 | 0.9 | ||
CSCA | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional charges | 16.5 | 1.2 | ||
Unallocated | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional charges | $ 12.3 | $ 1.3 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation, percent | 104.20% | 123.80% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||
May 05, 2023 USD ($) | Jan. 20, 2022 | Jan. 13, 2021 USD ($) | May 07, 2020 USD ($) | Aug. 15, 2017 USD ($) | Mar. 30, 2024 USD ($) year | Dec. 31, 2012 USD ($) | Dec. 31, 2011 USD ($) | Dec. 31, 2010 USD ($) | Dec. 31, 2009 USD ($) | |
Income Tax Contingency [Line Items] | ||||||||||
Income tax examination, penalties and interest expense | $ 134.1 | $ 24.7 | $ 40.1 | $ 41.8 | $ 27.5 | |||||
Cumulative deferred charge related to tax litigation | $ 113.3 | |||||||||
Royalty conceded on all omeprazole sales as a percent of refund claims (percent) | 5.24% | |||||||||
IRS Notice of Proposed Audit Adjustment from 2013, 2014 and 2015 | $ 141.6 | |||||||||
IRS Notice of Proposed Audit Adjustment for ANDA from 2013, 2014 and 2015 | 21.9 | |||||||||
Income tax examination, debts subject to limit of deductibility of interest expense | 7,500 | |||||||||
Interest rate cap on debts for U.S. Federal tax purposes, as percent of Applicable Federal Rate | 130% | |||||||||
Income tax examination, reduction in blended interest rate due to cap for U.S. Federal tax purposes | 4% | |||||||||
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 | 5.44% | 4.36% | ||||||||
Blended interest rate in revenue agent report | 2.57% | |||||||||
Stated blended interest rate | 6.80% | |||||||||
Income tax examination, interest expense | $ 153.4 | |||||||||
Minimum | ||||||||||
Income Tax Contingency [Line Items] | ||||||||||
Income tax examination, estimate of additional tax expense, excluding interest and penalties | 25 | |||||||||
Maximum | ||||||||||
Income Tax Contingency [Line Items] | ||||||||||
Income tax examination, estimate of additional tax expense, excluding interest and penalties | $ 124 | |||||||||
Internal Revenue Service (IRS) | ||||||||||
Income Tax Contingency [Line Items] | ||||||||||
Income tax examination, number of taxable years | year | 4 |
Contingencies - Price Fixing La
Contingencies - Price Fixing Lawsuits (Details) | Apr. 04, 2024 plaintiff manufacturer | Jun. 30, 2023 manufacturer hospital product | Jun. 30, 2020 manufacturer | Jun. 10, 2020 pharmaceuticalProduct state manufacturer employee |
State Attorney General Complaint | ||||
Loss Contingencies [Line Items] | ||||
Number of additional states and territories | state | 50 | |||
Number of manufacturers | 35 | |||
Number of former employees | employee | 2 | |||
Number of generic prescription pharmaceuticals | pharmaceuticalProduct | 80 | |||
Canadian Class Action Complaint | ||||
Loss Contingencies [Line Items] | ||||
Number of manufacturers | 29 | |||
Self-Insured Employer Complaint | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Number of manufacturers | 35 | |||
Number of plaintiffs | plaintiff | 9 | |||
Hospital Complaint | ||||
Loss Contingencies [Line Items] | ||||
Number of manufacturers | 35 | |||
Number of hospitals filing complaint | hospital | 150 | |||
Products allegedly part of conspiracy | product | 228 |
Contingencies - Securities Liti
Contingencies - Securities Litigation (Details) $ in Millions, ₪ in Billions | 1 Months Ended | 3 Months Ended | |||||
Apr. 05, 2024 USD ($) | Jun. 28, 2017 USD ($) claim individual $ / ₪ | Jun. 28, 2017 ILS (₪) claim individual $ / ₪ | Jun. 30, 2020 plaintiff | Mar. 30, 2024 USD ($) | Nov. 14, 2019 class | Jun. 21, 2017 pharmaceuticalProduct individual | |
Loss Contingencies [Line Items] | |||||||
Number of current or former directors and officers | individual | 11 | ||||||
Securities Litigation in the United States | |||||||
Loss Contingencies [Line Items] | |||||||
Number of generic prescription pharmaceuticals | pharmaceuticalProduct | 6 | ||||||
Number of classes | class | 3 | ||||||
Loss contingency, loss in period | $ | $ 34 | ||||||
Number of plaintiffs | plaintiff | 3 | ||||||
Securities Litigation in the United States | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement amount sought | $ | $ 97 | ||||||
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 | |||||
Settlement amount sought | $ 760 | ₪ 2.7 | |||||
Foreign currency exchange rate, remeasurement | $ / ₪ | 0.28 | 0.28 | |||||
Number of cases dismissed | claim | 2 | 2 |
Contingencies - Other Matters (
Contingencies - Other Matters (Details) $ in Millions | Mar. 30, 2024 USD ($) claim | May 31, 2021 policyPeriod |
Loss Contingencies [Line Items] | ||
Estimated litigation liability | $ | $ 100.9 | |
Loss contingency receivable | $ | $ 25.5 | |
Number of policy periods | policyPeriod | 1 | |
Talcum Powder Litigation | ||
Loss Contingencies [Line Items] | ||
Pending claims, number | claim | 110 | |
Ranitidine Litigation | ||
Loss Contingencies [Line Items] | ||
Number of personal injury lawsuits | claim | 190 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 10,640.3 | $ 10,809.1 | |
Net sales | 1,082.1 | $ 1,181.7 | |
Operating Income (Loss) | (55.2) | 48.5 | |
Intangible Asset Amortization | 58.4 | 65.4 | |
CSCA | |||
Segment Reporting Information [Line Items] | |||
Assets | 4,902.7 | 4,952.9 | |
Net sales | 644.1 | 763.7 | |
CSCA | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 644.1 | 763.7 | |
Operating Income (Loss) | 15.7 | 83.2 | |
Intangible Asset Amortization | 14.6 | 13.9 | |
CSCI | |||
Segment Reporting Information [Line Items] | |||
Assets | 5,737.6 | $ 5,856.2 | |
Net sales | 437.9 | 418.1 | |
CSCI | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 437.9 | 418.1 | |
Operating Income (Loss) | 26.5 | 21.3 | |
Intangible Asset Amortization | 43.8 | 51.5 | |
Unallocated | Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Net sales | 0 | 0 | |
Operating Income (Loss) | (97.4) | (56) | |
Intangible Asset Amortization | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - HRA Pharma Rare Diseases Business € in Millions, $ in Millions | 3 Months Ended | ||
Jun. 30, 2024 USD ($) | Sep. 30, 2024 EUR (€) | Mar. 30, 2024 USD ($) | |
Subsequent Event [Line Items] | |||
Assets to be disposed of, excluding cash | $ 325.6 | ||
Liabilities to be disposed of | $ 57.2 | ||
Forecast | |||
Subsequent Event [Line Items] | |||
Total consideration | € | € 275 | ||
Upfront cash payment | € | 190 | ||
Potential earnout payments | € | € 85 | ||
Forecast | Minimum | |||
Subsequent Event [Line Items] | |||
Impairment loss | $ 20 | ||
Forecast | Maximum | |||
Subsequent Event [Line Items] | |||
Impairment loss | $ 30 |