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PERRIGO Co plc

For the period ended Sep 28, 2024. Filed Nov 6, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 28, 2024 · Filed Nov 6, 2024

PRGO$15.85+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-29; filed 2024-08-02.

0001585364-24-000113

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

Current report: 10-Q

Period ended 2024-09-28; filed 2024-11-06.

0001585364-24-000141

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 196 previous paragraphs and 207 current paragraphs.

90 unchanged; 57 reworded; 59 added; 46 removed; 3 previous and 1 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (59)

Current report

•On August 19, 2024, Dr. David Ball was appointed as Executive Vice President and Chief Brand and Digital officer.

Current report

•On September 4, 2024, Charles Atkinson was appointed as Executive Vice President, General Counsel and Secretary.

Current report

•A definitive agreement to sell Orion Laboratories Hospital & Specialty Business (the "Hospital & Specialty Business") to General Pharma BidCo Pty Ltd, being an Australian incorporated entity which is ultimately owned by funds managed by Genesis Capital ("Genesis Capital") was signed on September 14, 2024. The sale of the Hospital & Specialty Business was completed on November 1, 2024. See Item 1. Note 4 for more information.

Current report

•On September 17, 2024, Perrigo Finance Unlimited Company ("Perrigo Finance"), a public unlimited company incorporated under the laws of Ireland and an indirect wholly-owned finance subsidiary of Perrigo whose primary purpose is to finance the business and operations of Perrigo and its affiliates, issued $715 million in aggregate principal amount of 6.125% Senior Notes due 2032 (the "USD Notes due 2032") and €350 million in aggregate principal amount of 5.375% Senior Notes due 2032 (the "Euro Notes due 2032" and together with the USD Notes due 2032, the "2032 Notes"). Net proceeds from the 2032 Notes were used to prepay a portion of the Term Loan B Facility (as defined below) on September 19, 2024 and the remaining proceeds were used to fund the redemption of $700.0 million of the 4.375% Notes due 2026 on October 2, 2024.

Current report

•A brand partnership between Good Start®and Dr. Browns®infant formula solutions was announced September 26, 2024. The new Good Start® and Dr. Brown's™ portfolio will offer the same trusted infant formula products as the existing Soothe Pro™ and Gentle Pro™, now with refreshed packaging to celebrate the launch of the new partnership. Good Start® and Dr. Brown's™ infant formulas offer complete nutrition specially formulated for tolerance concerns.

Current report

Net sales decreased $36.3 million, or 3.2%, due primarily to:

Current report

•$14.9 million decrease from the divestiture of the Rare Diseases Business and the sale of branded products; and

Current report

•$5.1 million increase from favorable foreign currency translation.

Current report

Operating income increased $18.3 million, or 29.5%, due primarily to:

Current report

•$6.8 million decrease in gross profit driven by the impact from lower global OTC net sales volumes of $61.5 million, including lost distribution in U.S. Store Brands, and the exited Rare Diseases Business. These factors were partially offset by savings achieved through Supply Chain Reinvention and Project Energize activities, higher gross profit flow-through of $20.6 million from strategic pricing actions, and net favorable productivity stemming from infant formula efficiencies. Gross profit as a percentage of net sales increased 60 basis points compared to the prior year due to favorable mix within global store brand and across the portfolio in addition to the same factors that drove gross profit.

Current report

•$25.1 million decrease in operating expenses due primarily to decreased selling and administration expenses of $29.9 million. Additionally, savings from Project Energize and the sale of branded products further reduced operating expenses. These were partially offset by impairment charges of $16.2 million recognized as part of the assets held for sale of the Hospital & Specialty Business, and an additional provision for litigation contingencies.

Current report

Net sales decreased $263.6 million, or 7.5%, due primarily to:

Current report

•$36.5 million decrease from the divestiture of the Rare Diseases Business and the sale of branded products;

Current report

•$8.9 million decrease from unfavorable foreign currency translation.

Current report

Operating income decreased $168.8 million, or 100.8%, due primarily to:

Current report

Net sales decreased $32.2 million, or 4.6%, due primarily to:

Current report

•$30.7 million decrease, or 4.4%, due primarily to lost distribution of lower margin products in U.S. Store Brands and lower net sales in the Oral Care and Upper Respiratory categories due to lower seasonal demand. These factors were partially offset by growth in the rest of the segment; and

Current report

•Nutrition: Net sales of $127.1 million decreased 2.0% due primarily to lower net sales of oral electrolyte solutions (OES), which were partially offset by a 3% increase in net sales of infant formula products as the Company continues to refill store brand and contract customer inventories and regain market share.

Current report

•Upper Respiratory: Net sales of $120.9 million decreased 7.9% due primarily to previously disclosed lost distribution of lower margin products in U.S. Store Brand and lower volume consumption in the cough cold category versus the prior year period. These impacts more than offset strong growth of Nasonex®and Triamcinolone Acetonidein the allergy category.

Current report

•Digestive Health: Net sales of $113.5 million decreased 3.9% due primarily to previously disclosed lost distribution of lower margin products in U.S. Store Brand and lower net sales of products in the Omeprazole family. These impacts more than offset higher net sales of Polyethylene Glycol, products within the Esomeprazole family, and Prevacid®, in addition to new business awards.

Current report

•Pain and Sleep-aids: Net sales of $87.7 million decreased 7.2% due primarily to previously disclosed lost distribution of lower margin products in U.S. Store Brand, partially offset by new business awards.

Current report

•Healthy Lifestyle: Net sales of $80.9 million increased 1.9% due primarily to higher net sales of nicotine gums which benefited from new distribution at specific retail customers and market share gains.

Current report

•Oral Care: Net sales of $66.9 million decreased 12.8% due to lower total category consumption versus the prior year period, lower distribution at specific retail customers, and lower net sales of Plackers®dental flossers.

Current report

•Skin Care: Net sales of $51.9 million decreased 10.8% due primarily to lower contract manufacturing sales from one customer that is insourcing production, as expected. This dynamic more than offset growth within the Minoxidil franchise.

Current report

•Women's Health: Net sales of $18.0 million increased 71.4% due primarily to Opill®and higher net sales of feminine hygiene products; and,

Current report

Operating income increased $12.5 million, or 13.7%, due primarily to:

Current report

•$3.2 million decrease in gross profit driven by the impact from lower OTC net sales volumes of $36.0 million, partially due to lost distribution of lower margin products in U.S. Store Brands; partially offset by greater manufacturing efficiencies in infant formula of $17.0 million, benefits from the Company's Supply Chain Reinvention program, and higher profit new products. Gross profit as a percentage of net sales increased 110 basis points compared to the prior year due to favorable mix within store brand and across the segment, in addition to the same factors that impacted gross profit.

Current report

•$15.7 million decrease in operating expenses due primarily to benefits from Project Energize, partially offset by higher brand advertising and promotional investments.

Current report

Net sales decreased $268.4 million, or 12.1%, due primarily to:

Current report

category was also impacted by a 3.9 percentage points reduction from exited product lines and portfolio optimization actions. These impacts more than offset strong growth of Nasonex®and Triamcinolone Acetonide in the allergy category;

Current report

•Women's Health: Net sales of $62.0 million increased 74.2% due primarily to the new product launch of Opill®and higher net sales of feminine hygiene products, partially offset by a 5.6 percentage point reduction from exited product lines; and

Current report

Operating income decreased $83.4 million, or 30.7%, due primarily to:

Current report

•$11.8 million decrease in operating expenses due primarily to savings from Project Energize, partially offset by higher restructuring costs, and brand advertising and promotional investments.

Current report

•$14.9 million decrease from the divestiture of the Rare Diseases Business and the sale of branded products; partially offset by

Current report

•$5.3 million increase from favorable foreign currency translation; and

Current report

•Upper Respiratory: Net sales of $86.1 million increased 10.1%, inclusive of a 2.2% favorable effect of currency translation, due primarily higher net sales of Bronchenolo®, Bronchostop® and Coldrex®, which benefited from category growth and market share gains.

Current report

•VMS: Net sales of $43.0 million decreased 6.7%, inclusive of a 1.1% favorable effect of currency translation, due primarily to promotional phasing of Davitamon® and Abtei®and overall lower category consumption..

Showing the first 40 of 59 passages. Open the source sections for the rest.

Removed paragraphs (46)

Previous report

•Effective July 31, 2024, Svend Andersen will no longer serve as Executive Vice President and President, CSCI of the Company and all relevant subsidiaries and affiliates. Roberto Khoury, a strong leader with more than 20 years of experience cultivating successful branded consumer products and pan-European brands, has been appointed to lead the business effective August 1, 2024.

Previous report

•Effective May 30, 2024, Kyle Hanson stepped down from her position as EVP, General Counsel and Corporate Secretary of the Company. The Company announced the appointment of Todd Kingma as Interim EVP, General Counsel and Corporate Secretary, effective May 30, 2024 to serve in the Interim role while the Company seeks a successor to Ms. Hanson.

Previous report

•On June 7, 2024, Dr. Grainne Quinn, Executive Vice President & Chief Medical Officer, announced her intent to leave the Company effective July 31, 2024.

Previous report

Net sales decreased $127.6 million, or 10.7%, due primarily to:

Previous report

•$10.9 million decrease from unfavorable foreign currency translation; and

Previous report

Operating income decreased $83.3 million, or 146.7%, due primarily to:

Previous report

•$33.3 million decrease in gross profit driven by lower manufacturing productivity within U.S. Nutrition driven by actions to augment and strengthen the infant formula network, and lower net sales volumes and unfavorable manufacturing absorption. These factors were partially offset by higher gross profit flow-through from strategic pricing actions and savings achieved through Supply Chain Reinvention and Project Energize activities. Gross profit as a percentage of net sales increased 120 basis points compared to the prior year due to benefits from purposeful SKU prioritization actions in addition to the same factors that drove gross profit.

Previous report

Net sales decreased $227.3 million, or 9.6%, due primarily to:

Previous report

•$14.0 million decrease from unfavorable foreign currency translation.

Previous report

Operating income decreased $187.1 million, or 177.5%, due primarily to:

Previous report

•$89.5 million decrease in gross profit driven by lower manufacturing productivity within U.S. Nutrition driven by actions to augment and strengthen the infant formula network, lower sales volume/mix, lower manufacturing volumes within OTC, and increased expenses associated with Project Energize and Supply Chain Reinvention, partially offset by higher gross profit flow-through from strategic pricing actions, new products and savings achieved through Supply Chain Reinvention and Project Energize. Gross profit as a percentage of net sales decreased 40 basis points compared to the prior year due to the same factors that drove gross profit; and

Previous report

•$97.6 million increase in operating expense due primarily to increased expenses associated with Supply Chain Reinvention and Project Energize and impairment charges recognized as part of the assets held for sale of the Rare Diseases Business; which were partially offset by decreased selling expenses and savings from Project Energize.

Previous report

Net sales decreased $116.7 million, or 15.5%, due primarily to:

Previous report

•$112.9 million decrease, or 15.1%, due primarily to lower net sales in U.S. Nutrition driven by actions to augment and strengthen the infant formula network, and lower net sales in the Upper Respiratory and Pain & Sleep Aids categories due to lower seasonal demand and SKU prioritization actions to enhance margins. These factors were partially offset by growth in e-commerce and new products, including Opill®, and the Healthy Lifestyle category; and

Previous report

•Digestive Health: Net sales of $126.0 million decreased 0.1% as higher volumes of antacid products, including Famotidine and Esomeprazole, and laxative products, including Polyethylene Glycol, were more than offset by lower volume of Omeprazoleand 0.8 percentage points reduction from exited product lines and portfolio optimization actions.

Previous report

•Pain and Sleep-aids: Net sales of $81.6 million decreased 15.6% due primarily to net lost distribution of lower margin products, in addition to a 1.1 percentage point reduction from exited product lines and purposeful SKU prioritization actions.

Previous report

•Oral Care: Net sales of $73.2 million decreased 3.0% due primarily to lower distribution at specific retail customers partially offset by higher net sales of Reach® and Firefly® toothbrushes.

Previous report

•Skin Care: Net sales of $57.1 million decreased 7.6% due primarily to lower contract manufacturing sales and a 2.2 percentage point reduction from exited product lines and portfolio optimization actions. These dynamics more than offset strong double-digit growth of Mederma®.

Previous report

•Women's Health: Net sales of $16.8 million increased 31.3% due primarily to the recent launch of Opill®, which was partially offset by a 5.2 percentage point reduction from exited product lines; and,

Previous report

Operating income decreased $28.4 million, or 29.1%, due primarily to:

Previous report

•$6.4 million decrease in operating expenses due primarily to lower administrative and employee expenses.

Previous report

Net sales decreased $236.1 million, or 15.6%, due primarily to:

Previous report

•Upper Respiratory: Net sales of $249.1 million decreased 14.4% due primarily to lower consumer demand for cough cold and allergy products, resulting in lower net sales in addition to net lost distribution of lower margin products. The category was also impacted by a 5.4 percentage points reduction from exited product lines and portfolio optimization actions. These headwinds more than offset strong growth of Nasonex®;

Previous report

•Women's Health: Net sales of $44.0 million increased 75.3% due primarily to the new product launch of Opill®, which was partially offset by an 8.2 percentage point reduction from exited product lines; and

Previous report

Operating income decreased $96.0 million, or 53.0%, due primarily to:

Previous report

•$4.0 million increase in operating expenses due primarily to Supply Chain Reinvention and Project Energize activities; which were partially offset by decreased distribution expenses and research and development expenses.

Previous report

Net sales decreased $11.1 million, or 2.5%, due primarily to:

Previous report

•$10.8 million decrease from unfavorable foreign currency translation; and

Previous report

•Upper Respiratory: Net sales of $50.7 million decreased 21.9%, inclusive of a 0.4% unfavorable effect of currency translation, due primarily to lower seasonal demand for cough cold and allergy products throughout Europe and supply constraints on several products;

Previous report

•VMS: Net sales of $39.9 million decreased 3.9%, inclusive of a 1.0% unfavorable effect of currency translation, due primarily to lower net sales of nutraceutical products, including Arterin and Granufink, stemming from lower consumption. These dynamics were partially offset by higher net sales of Abteiand promotional phasing of Davitamon;

Previous report

•Oral Care: Net sales of $23.0 million increased 6.5%, inclusive of a 0.2% unfavorable effect of currency translation, due primarily to higher net sales of Plackers and store brand offerings; and,

Previous report

•Digestive Health and Other: Net sales of $45.3 million decreased 1.7%, inclusive of a 1.3% unfavorable effect of currency translation, as higher net sales of Clément – Thékanand Omron were more than offset by lower net sales of Kijimea.

Previous report

Operating income decreased $19.1 million, or 217.0%, due primarily to:

Previous report

•$20.5 million increase in operating expenses due primarily to impairment charges recognized as part of the assets held for sale of the Rare Diseases Business, and increased expenses associated with Supply Chain Reinvention and Project Energize activities; which were partially offset by savings from Project Energize.

Previous report

•$13.8 million decrease from unfavorable foreign currency translation; and

Showing the first 40 of 46 passages. Open the source sections for the rest.

Reworded paragraphs (57)

Previous wording

Several initiatives are advancing our self-care strategy, including the implementation of our Supply Chain Reinvention Program and Project Energize, a global investment and efficiency program. In addition, we continue to invest in other initiatives, including innovation, information systems and tools, and our people to drive consistent and sustainable results.

Current wording

Two key initiatives are fundamental to advancing our self-care strategy — the implementation of our Supply Chain Reinvention Program and Project Energize, a global investment and efficiency program. In addition, we continue to invest in other initiatives, including innovation, information systems and tools, and our people to drive consistent and sustainable results.

Previous wording

•On April 25, 2024, we announced a binding offer to sell the HRA Pharma Rare Diseases business (the "Rare Diseases Business") 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. The sale of the Rare Diseases Business was completed on July 10, 2024. See Item 1. Note 3 for more information.

Current wording

•The sale of the HRA Pharma Rare Diseases Business (the "Rare Diseases Business") to Esteve Healthcare, S.L. ("ESTEVE") was completed on July 10, 2024. See Item 1. Note 3 for more information.

Previous wording

In 2022, we initiated our Supply Chain Reinvention Program to reduce structural costs, improve profitability and our service levels to our retail partners, and strengthen our resiliency by streamlining and simplifying our global supply chain. Through this initiative, we are reducing portfolio complexity, investing in advanced planning capabilities, diversifying sourcing, and optimizing our manufacturing assets and distribution models. We have identified a total annual run-rate potential savings opportunity by the end of fiscal year 2028 of between an estimated $200 million to $300 million per year (not taking into account depreciation expense on capital investments related to the program) if all facets of the Program are successfully implemented and executed. To obtain these potential benefits, we anticipate incurring aggregate costs of between $350 million to $570 million by the end of fiscal year 2028 to complete the program implementation, including capital investments, restructuring expenses, and implementation costs. A significant portion of the annual run-rate potential savings of the Program, between $150 million to $200 million per year (not taking into account depreciation expense on capital investments related to the program), are anticipated by the end of fiscal year 2025, along with associated potential spend of between $300 million and $450 million. Year to date, Supply Chain Reinvention Program has achieved gross savings of $23 million. Refer to Item 1. Note 14 for further details on restructuring charges.

Current wording

In 2022, we initiated our Supply Chain Reinvention Program to reduce structural costs, improve profitability and our service levels to our retail partners, and strengthen our resiliency by streamlining and simplifying our global supply chain. Through this initiative, we are reducing portfolio complexity, investing in advanced planning capabilities, diversifying sourcing, and optimizing our manufacturing assets and distribution models. From 2022 through 2025, we expect to achieve $100 million to $120 million in gross pre-tax annualized savings, not including any benefits or impacts from the acquired Perrigo Wisconsin (Gateway) facility. To achieve these run rate savings per year by 2025 (not taking into account depreciation expense on capital investments related to the program), we previously anticipated incurring an estimated $160 million in costs by the end of 2025, which included investments to adjust our global manufacturing footprint. As we continue to assess the best alignment of operations to our new ways of working, we have decided to not proceed with manufacturing footprint actions related to this Program at this time. Therefore, we expect to incur costs of $100 million, or $60 million lower than originally projected by the end of 2025, to achieve the same savings opportunity of $100 million to $120 million in gross pre-tax annualized savings by the end of 2025, not including any benefits or impacts from the acquired Perrigo Wisconsin (Gateway) facility. Refer to Item 1. Note 15 for further details on restructuring charges.

Previous wording

Project Energize was initiated in the first quarter of 2024, subject to local law and consultation requirements, and is expected to deliver an annualized pre-tax savings in the range of $140 million to $170 million by 2026. The Company expects to reinvest approximately $40 million to $60 million of these savings to drive its blended-branded business model. Restructuring and related charges associated with these actions are estimated to be in the range of $140 million to $160 million, including $20 million to $40 million in investments to enhance capabilities, and are expected to be substantially incurred by the end of 2026. Restructuring activities as part of Project Energize are expected to result in the net reduction of approximately 6% of total Perrigo roles. Year to date, Project Energize has achieved gross savings of approximately $53 million.

Current wording

Project Energize was initiated in the first quarter of 2024, subject to local law and consultation requirements, and is expected to deliver an annualized pre-tax savings in the range of $140 million to $170 million by 2026. The Company expects to reinvest approximately $40 million to $60 million of these savings to drive its blended-branded business model. Restructuring and related charges associated with these actions are estimated to be in the range of $140 million to $160 million, including $20 million to $40 million in investments to enhance capabilities, and are expected to be substantially incurred by the end of 2026. Restructuring activities as part of Project Energize are expected to result in the net reduction of approximately 6% of total Perrigo roles. Refer to Item 1. Note 15 for further details on restructuring charges.

Previous wording

Current macroeconomic conditions remain very dynamic, including impacts from rising inflation and interest rates, volatile changes in foreign currency exchange rates, political unrest and uncertainty magnified by the 2024 U.S. presidential election and legislative and regulatory changes. Any causes of market size contraction could reduce our sales or erode our operating margin and consequently reduce our net earnings and cash flows.

Current wording

Current macroeconomic conditions remain very dynamic, including impacts from inflation and interest rates, volatile changes in foreign currency exchange rates, political unrest and uncertainty magnified by the 2024 U.S. presidential election and legislative and regulatory changes. Any causes of market size contraction could reduce our sales or erode our operating margin and consequently reduce our net earnings and cash flows.

Previous wording

As the war in Ukraine continues, supply chain disruptions in specific categories such as oil, agricultural and paper based commodities continue to lead to inflationary pressures in those areas. Additionally, we experienced employment vacancies and attrition as the labor market negatively impacted productivity and drove the need for wage rate increases and other retention benefits. We implemented a series of actions to substantially mitigate these and other inflationary cost pressures such as strategic pricing and our Supply Chain Reinvention Program. Benefits from our actions have begun to substantially offset the impacts of inflation, and the global freight constraints in availability of freight containers and truck drivers has normalized. However, future supply chain disruptions and inflationary pressures from the continuation of the conflicts between Russia and Ukraine, Israel and Hamas and in the Red Sea are uncertain.

Current wording

As the war in Ukraine continues, supply chain disruptions in specific categories such as oil, agricultural and paper based commodities continue to lead to inflationary pressures in those areas. Additionally, we experienced employment vacancies and attrition as the labor market negatively impacted productivity and drove the need for wage rate increases and other retention benefits. We implemented a series of actions to substantially mitigate these and other inflationary cost pressures such as strategic pricing and our Supply Chain Reinvention Program. Benefits from our actions have begun to substantially offset the impacts of inflation, and the global freight constraints in availability of freight containers and truck drivers has normalized. However, future supply chain disruptions and inflationary pressures from the continuation of the conflicts between Russia and Ukraine, and escalating conflicts in the Middle East and neighboring regions are uncertain.

Previous wording

The Company also bolstered its internal resources and brought in additional outside expertise to help revise, enhance and strengthen comprehensive standards and processes across our infant formula network, including in some instances, pausing production for comprehensive cleaning and infrastructure improvements. Any planned large-scale manufacturing plant resets have now been completed, and the Company is implementing the next phase of our quality enhancements, including further protocol, process and procedural improvements at the site level, and additional investments to upgrade infrastructure. We do not expect these continuing improvements to result in extended shutdowns beyond typical planned maintenance activities.

Current wording

The Company also bolstered its internal resources and brought in additional outside expertise to help revise, enhance and strengthen comprehensive standards and processes across our infant formula network, including in some instances, pausing production for comprehensive cleaning and infrastructure improvements. All planned large-scale manufacturing plant resets have now been completed, and the Company is implementing the next phase of our quality enhancements, including further protocol, process and procedural improvements at the site level, and additional investments to upgrade infrastructure. We do not expect these continuing improvements to result in extended shutdowns beyond typical planned maintenance activities.

Previous wording

We have incurred and expect to incur certain extraordinary non-recurring costs associated with the evolving U.S. infant formula regulatory landscape, including consulting and legal fees relating to the Company’s responses to the FDA and the development and institution of new protocols across our infant formula manufacturing sites, as well as other costs relating to the extended cleaning and sanitization and the pausing and restarting of production. Cash costs in 2024 to achieve this remediation plan are estimated at $15 to $20 million, of which approximately $10.5 million were incurred during the first two quarters. We also expect higher ongoing operating costs at our infant formula manufacturing sites moving forward as we continue to implement our enhanced program with additional internal capabilities. Due to these costs and the unabsorbed overhead and depressed sales volumes resulting from these actions, infant formula results in 2024 are expected to be below 2023 levels.

Current wording

We have incurred and expect to incur certain extraordinary non-recurring costs associated with the remediation and enhancement actions described above and the evolving U.S. infant formula regulatory landscape, including consulting and legal fees relating to the Company’s responses to the FDA and the development and institution of new protocols across our infant formula manufacturing sites, as well as other costs relating to the extended cleaning and sanitization and the pausing and restarting of production. Cash costs in 2024 to achieve this remediation plan are estimated at $15 to $20 million, of which approximately $17.9 million were incurred during the first three quarters. We also expect higher ongoing operating costs at our infant formula manufacturing sites moving forward as we continue to implement our enhanced program with additional internal capabilities. Due to these costs and the unabsorbed overhead and depressed sales volumes resulting from these actions, infant formula results in 2024 are expected to be below 2023 levels.

Previous wording

The invasion of Ukraine by Russia and resulting economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries on Russia, Belarus, and occupied regions in Ukraine have negatively impacted our results from operations in the region. We currently have 67 employees working in our Ukraine subsidiary. We do not have a subsidiary or employees in Russia. We have no manufacturing facilities in either Russia or Ukraine and we previously sold products into Russia entirely through distributors. In March 2022, we halted all sales to distributors in Russia and sales in Ukraine were severely depressed. Future impacts are difficult to predict due to the high level of uncertainty related to the war's duration, evolution and resolution. If the conflict spreads or materially escalates, or economic conditions deteriorate, the impact on our business and results of operations could be material.

Current wording

The invasion of Ukraine by Russia and resulting economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries on Russia, Belarus, and occupied regions in Ukraine have negatively impacted our results from operations in the region. We currently have 64 employees working in our Ukraine subsidiary. We do not have a subsidiary or employees in Russia. We have no manufacturing facilities in either Russia or Ukraine and we previously sold products into Russia entirely through distributors. In March 2022, we halted all sales to distributors in Russia and sales in Ukraine were severely depressed. Future impacts are difficult to predict due to the high level of uncertainty related to the war's duration, evolution and resolution. If the conflict spreads or materially escalates, or economic conditions deteriorate, the impact on our business and results of operations could be material.

Previous wording

We continue to closely monitor the ongoing Israel/Hamas conflict and the social, political and economic environment in Israel and in the surrounding region to evaluate the impacts on our operations and supply chain. Israel is a global technology research and development center that plays a critical role to the global API market, as a number of key suppliers are located within Israel. The Company sources some raw materials and finished goods from suppliers in Israel for certain self-care products, including Omeprazole. Despite this situation, to date, Perrigo has confirmed that our suppliers in the region have active operations and continue to manufacture materials for us, and we have not received any reports of restrictions on imports or exports in Israel. However, there is potential for some disruption as it relates to in-country logistics, including freight. As a precaution, Perrigo has engaged alternate suppliers to help minimize a potential supply disruption. If the conflict spreads or materially escalates, or if the conflict leads to further volatility and uncertainty in financial markets or economic conditions, the impact on our business and results of operations could be material. This includes the related events developing in the Red Sea and their potential to disrupt supply chains and lead to further inflationary pressures which we are also continuing to monitor closely.

Current wording

We continue to closely monitor the ongoing Israel/Hamas conflict and the social, political and economic environment in Israel and in the surrounding region to evaluate the impacts on our operations and supply chain. Israel is a global technology research and development center that plays a critical role to the global API market, as a number of key suppliers are located within Israel. The Company sources some raw materials and finished goods from suppliers in Israel for certain self-care products, including Omeprazole. To date, Perrigo has confirmed that our suppliers in the region have active operations and continue to manufacture materials for us, and we have not received any reports of restrictions on imports or exports in Israel. However, there is potential for some disruption as it relates to in-country logistics, including freight. As a precaution, Perrigo has engaged alternate suppliers to help minimize a potential supply disruption. If the conflict spreads or materially escalates, or if the conflict leads to further volatility and uncertainty in financial markets or economic conditions, the impact on our business and results of operations could be material. This includes the related events developing in the Red Sea and their potential to disrupt supply chains and lead to further inflationary pressures which we are also continuing to monitor closely.

Previous wording

Any currency translation effects described below represent estimates of the net differences between translation of foreign currency transactions into U.S. dollars for the three and six months ended June 29, 2024 at the average exchange rates for the reporting period and average exchange rates for the three and six months ended July 1, 2023.

Current wording

Any currency translation effects described below represent estimates of the net differences between translation of foreign currency transactions into U.S. dollars for the three and nine months ended September 28, 2024 at the average exchange rates for the reporting period and average exchange rates for the three and nine months ended September 30, 2023.

Previous wording

•$108.4 million decrease, or 9.1%, due primarily to lower net sales in U.S. Nutrition driven by actions to augment and strengthen the infant formula network and lower net sales in Upper Respiratory and Pain & Sleep Aids categories. These factors were partially offset by strategic pricing actions and new products; and

Current wording

•$26.8 million decrease, or 2.4%, due primarily to lost distribution of lower margin products in U.S. Store Brands and lower net sales in Oral Care and Pain & Sleep Aids categories. These factors were partially offset by strategic pricing actions, new products and growth in branded OTC product offerings;

Previous wording

•$4.8 million decrease from exited product lines; partially offset by

Current wording

•$1.4 million decrease from exited product lines; partially offset by

Previous wording

•$189.8 million decrease, or 8.1%, due primarily to lower net sales in U.S. Nutrition driven by actions to augment and strengthen the infant formula network, lower net sales in Upper Respiratory and Pain & Sleep Aids categories and purposeful SKU prioritization actions to enhance margins as part of the Company's Supply Chain Reinvention Program across most product categories. These factors were partially offset by strategic pricing actions and new products.

Current wording

•$216.7 million decrease, or 6.3%, due primarily to lower net sales in U.S. Nutrition driven by actions to augment and strengthen the infant formula network, lower net sales in Upper Respiratory and Pain & Sleep Aids categories and purposeful SKU prioritization actions to enhance margins as part of the Company's Supply Chain Reinvention Program across most product categories. These factors were partially offset by strategic pricing actions and new products;

Previous wording

•$34.8 million decrease in gross profit due primarily to lower net sales volumes in U.S. Nutrition driven by actions to augment and strengthen the infant formula network and unfavorable manufacturing absorption in OTC; partially offset by higher gross profit flow-through from strategic pricing actions and savings from Supply Chain Reinvention and Project Energize activities. Gross profit as a percentage of net sales remained flat compared to the prior year due to the same factors that impacted gross profit.

Current wording

•$96.3 million decrease in gross profit driven by the impact of lower global OTC net sales volumes of $150.9 million, including lost distribution in U.S. Store Brands, lower manufacturing productivity within U.S. Nutrition driven by actions to augment and strengthen the infant formula network, exited products and the exited Rare Diseases Business, partially offset by higher gross profit flow-through of $84.6 million from strategic pricing actions, savings achieved through Supply Chain Reinvention and Project Energize, and new products. Gross profit as a percentage of net sales remained flat compared to the prior year due to the same factors that impacted gross profit; and

Previous wording

•$50.0 million increase in operating expenses due primarily to the impairment charges recognized as part of the assets held for sale of the Rare Diseases Business, increased expenses associated with Project Energize and Supply Chain Reinvention activities and an additional provision for litigation contingencies; partially offset by savings from Project Energize and Supply Chain Reinvention activities.

Current wording

•$72.5 million increase in operating expense due primarily to an additional provision for litigation contingencies, increased restructuring expenses associated with Supply Chain Reinvention and Project Energize of $72.4 million, and impairment charges recognized as part of the assets held for sale of the Hospital & Specialty Business and the Rare Diseases Business. These increases were partially offset by gains recognized on the sale of branded products, decreased selling expenses of $59.4 million, and savings from Project Energize.

Previous wording

•VMS and Other: Net sales of $5.4 million decreased 10.0% due primarily to volume decline in the Other category.

Current wording

•VMS and Other: Net sales of $4.4 million decreased 15.4% due primarily to volume decline in the VMS category.

Previous wording

•$223.1 million decrease, or 14.9%, due primarily to lower net sales in U.S. Nutrition driven by actions to augment and strengthen the infant formula network, SKU prioritization actions to enhance margins and lower net sales in the Upper Respiratory and Pain & Sleep Aids categories due to lower seasonal demand. These factors were partially offset by growth in e-commerce and new products, including Opill®; and

Current wording

•$253.6 million decrease, or 11.5%, due primarily to lower net sales in U.S. Nutrition driven by actions to augment and strengthen the infant formula network, SKU prioritization actions to enhance margins and lower net sales in the Upper Respiratory and Pain & Sleep Aids categories due to lower seasonal demand. These factors were partially offset by growth in the Women's Health and Healthy Lifestyle categories; and

Previous wording

•Upper Respiratory: Net sales of $118.8 million decreased 13.5% due primarily to lower consumer demand for cough cold and allergy products. The category was also impacted by 8.4 percentage points reduction from exited product lines and portfolio optimization actions in addition to net lost distribution of lower margin products. These dynamics more than offset strong double-digit growth of Nasonex®.

Current wording

•Upper Respiratory: Net sales of $370.0 million decreased 12.4% due primarily to lower consumer demand for cough cold and allergy products, in addition to net lost distribution of lower margin products. The

Previous wording

•Digestive Health: Net sales of $248.2 million decreased 0.8% as higher volumes of antacid and laxative products, including Polyethylene Glycol, were more than offset by a 3.1 percentage points reduction from exited product lines and portfolio optimization actions and lower volume of Omeprazole;

Current wording

•Digestive Health: Net sales of $361.7 million decreased 1.7% as higher volumes of antacid and laxative products, including Polyethylene Glycol, and products within the Esomeprazole family were more than offset by a 2.1 percentage points reduction from exited product lines and portfolio optimization actions, lost distribution of lower margin products in U.S. Store Brand and lower volume of Omeprazole;

Previous wording

•Nutrition: Net sales of $176.7 million decreased 42.4% due primarily to lower shipments to customers as the company works through its infant formula plant remediation plans in addition to a 1.0 percentage points decline from exited product lines in the category;

Current wording

•Nutrition: Net sales of $303.8 million decreased 30.4% as increases in net sales of infant formula products as the Company continues to refill store brand and contract customer inventories, and regain market share was more than offset by lower shipments to customers in the first half of the year as the company worked through its infant formula plant remediation plans in addition to a 0.8 percentage points decline from exited product lines in the category;

Previous wording

•Pain and Sleep-aids: Net sales of $164.2 million decreased 17.9% due primarily to net lost distribution of lower margin products, purposeful SKU prioritization actions and exited product lines, which had an aggregate negative impact of 7.2 percentage points. In addition, inventory reductions by U.S. retail customers resulted in lower net sales of pain and sleep-aid products;

Current wording

•Pain and Sleep-aids: Net sales of $251.9 million decreased 14.5% due primarily to net lost distribution of lower margin products, purposeful SKU prioritization actions and exited product lines, which had an aggregate negative impact of 5.0 percentage points. In addition, inventory reductions by U.S. retail customers resulted in lower net sales of pain and sleep-aid products;

Previous wording

•Healthy Lifestyle: Net sales of $140.4 million increased 0.4% due primarily to higher net sales of nicotine lozenges, including the new product launch of the Nicotine Ice Mint Lozenge, partially offset by inventory de-stocking at U.S. retail customers and lower category consumption compared to the prior year period;

Current wording

•Healthy Lifestyle: Net sales of $221.3 million increased 0.9% due primarily to higher net sales of nicotine lozenges, including the new product launch of the Nicotine Ice Mint Lozenge, higher net sales of nicotine gums and market share gains partially offset by inventory de-stocking at U.S. retail customers and lower category consumption compared to the prior year period;

Previous wording

•Oral Care: Net sales of $137.9 million decreased 13.2% due primarily to lower distribution at specific retail customers and the comparison to strong sales in the prior year as customers normalized inventories, partially offset by higher net sales of Reach® and Firefly® toothbrushes;

Current wording

•Oral Care: Net sales of $204.8 million decreased 13.0% due primarily to lower distribution at specific retail customers and the comparison to strong sales in the prior year as customers normalized inventories, partially offset by higher net sales of Reach® toothbrushes;

Previous wording

•Skin Care: Net sales of $106.7 million decreased 18.9% due primarily to portfolio optimization actions and exited product lines, which had an aggregate negative impact of 17.4 percentage points. These headwinds more than offset strong, double digit, growth of Mederma®;

Current wording

•Skin Care: Net sales of $158.6 million decreased 16.4% due primarily to portfolio optimization actions and exited product lines, which had an aggregate negative impact of 12.1 percentage points, and lower contract manufacturing sales from one customer that is insourcing production, as previously disclosed. These impacts more than offset strong, double digit, growth of Mederma®and growth within the Minoxidil franchise;

Previous wording

•VMS and Other: Net sales of $11.1 million decreased 0.9% due primarily to volume decline in the Other category.

Current wording

•VMS and Other: Net sales of $15.4 million decreased 6.1% due primarily to volume decline in the VMS category.

Previous wording

•$92.0 million decrease in gross profit due primarily to lower net sales and manufacturing productivity in U.S. Nutrition driven by actions to augment and strengthen the infant formula network and lower manufacturing volumes in OTC; partially offset by new products and savings achieved through Supply Chain Reinvention and Project Energize activities. Gross profit as a percentage of net sales decreased 180 basis points compared to the prior year due to the same factors that impacted gross profit, partially offset by favorable product mix, including higher margin new products.

Current wording

•$95.2 million decrease in gross profit driven by the impact from lower net sales volumes throughout the segment of $64.7 million and cost of actions to augment and strengthen the infant formula network; partially offset by savings achieved through Supply Chain Reinvention and Project Energize activities, strategic pricing actions and new products. Gross profit as a percentage of net sales decreased 80 basis points compared to the prior year due to the same factors that impacted gross profit, partially offset by favorable product mix, including higher margin new products, lost distribution of lower margin products, and SKU prioritization activities.

Previous wording

Net sales increased $8.9 million, or 1.0%, due primarily to:

Current wording

Net sales decreased $4.0 million, or 1.0%, due primarily to:

Previous wording

•$4.6 million increase, or 1.0%, due primarily to growth in the Skin Care and Women's Health categories stemming from market share gains in key brands, strategic pricing actions and new products, partially offset

Current wording

•$3.9 million increase, or 1.0%, due primarily to growth in the Upper Respiratory, Skin Careand Women's Health categories stemming from market share gains in key brands, strategic pricing actions and new products, partially offset by lower net sales in the Pain & Sleep Aids and VMS categories.

Previous wording

•Skin Care: Net sales of $127.7 million increased 3.8%, inclusive of a 4.8% unfavorable effect of currency translation, due to strong growth in store brands and Compeed driven by market share gains, higher net sales within the Sebamed brand portfolio, and the absence of prior year distribution transitions;

Current wording

•Skin Care: Net sales of $91.0 million increased 5.0%, inclusive of a 0.4% favorable effect of currency translation, due to strong growth in Compeed®, driven by market share gains, in addition to higher net sales within the ACO® and Sebamed® brand portfolios. The category also benefited from the absence of prior year distribution transitions.

Previous wording

•Pain & Sleep-Aids: Net sales of $50.3 million decreased 4.7%, inclusive of a 0.1% unfavorable effect of currency translation, due primarily to lower net sales of Solpadeine, due primarily to supply constraints, and lower net sales of store brand products due primarily to lower seasonal demand for pain products, partially offset by higher net sales of Tiger Balm for muscle relief;

Current wording

•Pain & Sleep-Aids: Net sales of $56.9 million decreased 6.9%, inclusive of a 2.6% favorable effect of currency translation, due primarily to lower net sales of Solpadeine®, due primarily to supply constraints, and lower net sales of store brand products.

Previous wording

•Healthy Lifestyle: Net sales of $57.5 million decreased 5.1%, inclusive of a 5.0% unfavorable effect of currency translation, as higher consumption for anti-parasite products including Paranix, were more than offset by lower category consumption in weight loss, impacting XLS Medical;

Current wording

•Healthy Lifestyle: Net sales of $53.2 million increased 1.5%, inclusive of a 1.5% favorable effect of currency translation, as higher consumption for anti-parasite products including Paranix®, were more than offset by lower category consumption in weight loss, impacting XLS Medical®.

Previous wording

•Women's Health: Net sales of $36.9 million increased 15.7%, inclusive of a 1.3% unfavorable effect of currency translation, due primarily to higher net sales of contraceptive products including EllaOne, driven by market share gains and the absence of prior year distribution transitions;

Current wording

•Women's Health: Net sales of $32.2 million increased 13.0%, inclusive of a 1.3% favorable effect of currency translation, due primarily to higher net sales of contraceptive products including EllaOne®, driven by market share gains and the absence of prior year distribution transitions.

Previous wording

•$1.4 million increase in gross profit due primarily to higher gross profit flow-through from strategic pricing actions, new products, and Supply Chain Reinvention savings, partially offset by lower volume/mix and cost of goods sold inflation. Gross profit as a percentage of net sales increased 150 basis points compared to the prior year due to the same factors impacting gross profit; more than offset by

Current wording

•$2.2 million decrease in gross profit due primarily to the impact of lower net sales volumes of $25.5 million and the exited Rare Diseases Business, partially offset by higher gross profit flow-through from strategic pricing actions of $24.0 million and new products. Gross profit as a percentage of net sales decreased 10 basis points compared to the prior year due to the same factors impacting gross profit; more than offset by

Previous wording

•$33.3 million increase, or 3.9%, due primarily to growth in the Skin Care and Women's Health categories stemming from strategic pricing actions and new products, partially offset by lower net sales in the Upper Respiratory category due to lower seasonal demand and supply constraints; partially offset by

Current wording

•$37.2 million increase, or 3.0%, due primarily to growth in the Skin Care and Women's Health categories stemming from strategic pricing actions and new products, partially offset by lower net sales in the Upper Respiratory category due to lower seasonal demand and supply constraints; partially offset by

Previous wording

•Skin Care: Net sales of $242.4 million increased 17.4%, inclusive of a 4.3% unfavorable effect of currency translation, due to strong growth in Compeed® driven by the new product launch of Compeed Spots, and the absence of prior year distribution transitions. Category growth was also driven by improved performance within the Sebamed®brand portfolio;

Current wording

•Skin Care: Net sales of $333.5 million increased 13.8%, inclusive of a 2.9% unfavorable effect of currency translation, due to strong growth in Compeed® driven by the new product launch of Compeed Spots, and the absence of prior year distribution transitions. Category growth was also driven by improved performance within the ACO® and Sebamed®brand portfolios;

Previous wording

•Upper Respiratory: Net sales of $119.8 million decreased 20.0%, inclusive of an 0.8% favorable effect of currency translation, due primarily to lower net sales of cough cold products stemming from lower incidence of cough cold throughout the E.U. compared to the prior year and supply constraints on several products in the category;

Current wording

•Upper Respiratory: Net sales of $206.0 million decreased 9.6%, inclusive of a 1.3% favorable effect of currency translation, due primarily to lower net sales of cough cold products stemming from lower incidence of cough cold throughout the E.U. compared to the prior year and supply constraints on several products in the category, partially offset by higher net sales of Bronchenolo®, Bronchostop® and Coldrex® which benefited from category growth and market share gains;

Previous wording

•Healthy Lifestyle: Net sales of $122.1 million decreased 3.8%, inclusive of a 6.3% unfavorable effect of currency translation, due primarily to higher consumption of anti-parasite products including, Jungle Formula and Paranix, partially offset by lower category consumption in weight loss, impacting XLS Medical;

Current wording

•Healthy Lifestyle: Net sales of $175.2 million decreased 2.3%, inclusive of a 4.0% unfavorable effect of currency translation, as higher consumption of anti-parasite products including, Jungle Formula, Paranix and Lyclear®, were more than offset by lower category consumption in weight loss, impacting XLS Medicaland timing of sales for smoking cessation brand NiQuitin®;

Previous wording

•Pain & Sleep-Aids: Net sales of $101.7 million decreased 1.0%, inclusive of a 1.8% favorable effect of currency translation, due primarily to lower net sales of Solpadeine and lower net sales of store brand products, partially offset by higher net sales of Tiger Balm for muscle relief;

Current wording

•Pain & Sleep-Aids: Net sales of $158.6 million decreased 3.2%, inclusive of a 2.1% favorable effect of currency translation, due primarily to lower net sales of Solpadeine, related to supply constraints, and lower net sales of store brand products, partially offset by higher net sales of Tiger Balm for muscle relief;

Previous wording

•VMS: Net sales of $84.5 million decreased 5.4%, inclusive of a 0.1% favorable effect of currency translation, due primarily to lower net sales of Granufinkand Arterin, stemming from lower consumption. These dynamics were partially offset by higher net sales of Abteiand promotional phasing of Davitamon;

Current wording

•VMS: Net sales of $127.4 million decreased 5.9%, inclusive of a 0.4% favorable effect of currency translation, due primarily to lower net sales of Granufinkand Arterin, stemming from lower consumption. These dynamics were partially offset by higher net sales of Abteiand promotional phasing of Davitamon;

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Revolver and Term Loan A Facility, the "Senior Secured Credit Facilities"), pursuant to a Term Loan and Revolving Credit Agreement (the "Credit Agreement").
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

•Nutrition: Net sales of $86.1 million decreased 48.8% due primarily to lower shipments to customers as the company works through its infant formula plant remediation plans, in addition to a 0.4 percentage points reduction from exited product lines.

Previous report — wording carried elsewhere

•Healthy Lifestyle: Net sales of $69.1 million increased 3.9% due primarily to higher net sales of nicotine lozenges, including the new product launch of the Nicotine Ice Mint Lozenge.

Previous report — wording carried elsewhere

by lower net sales in the Upper Respiratory and Pain & Sleep Aids categories due to lower seasonal demand and supply constraints.