PERRIGO Co plc
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
Contents
Note
NOTE 11 -FAIR VALUE MEASUREMENTS
Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable.
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
Level 3: Valuations derived from techniques in which one or more significant inputs are not observable.
Note 11
The table below summarizes the valuation of our financial instruments carried at fair value by the applicable pricing categories (in millions):
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Measured at fair value on a recurring basis: | ||||||
| Assets: | ||||||
| Foreign currency forward contracts | — | 2.4 | — | — | 5.5 | — |
| Cross-currency swaps | — | — | — | — | 14.2 | — |
| Interest rate swap agreements | — | 1.1 | — | — | 9.3 | — |
| Total assets | $— | $3.5 | $— | $— | $29.0 | $— |
| Liabilities: | ||||||
| Foreign currency forward contracts | $— | $14.5 | $— | $— | $5.6 | $— |
| Cross-currency swaps | — | 265.6 | — | — | 46.8 | — |
| Interest rate swap agreements | — | 32.8 | — | — | 22.6 | — |
| Total liabilities | $— | $312.9 | $— | $— | $75.0 | $— |
| Measured at fair value on a non-recurring basis: | ||||||
| Assets: | ||||||
| Goodwill(1) | $— | $— | $2,050.1 | $— | $— | $— |
| Contingent consideration(2) | — | — | — | — | — | 34.5 |
| Definite-lived intangible assets | — | — | 5.5 | — | — | 8.2 |
| Equity method investments | — | — | 3.5 | — | — | — |
| Total assets | $— | $— | $2,059.1 | $— | $— | $42.7 |
(1) During the three months ended December 31, 2025, we assessed the fair value of our CSCA and CSCI goodwill to be $1,168.8 million and $881.3 million, respectively.
(2) During the year ended December 31, 2024, contingent consideration was recognized as a result of the divestiture of the Rare Diseases Business (refer to Note 3).
There were no transfers within Level 3 fair value measurements during the years ended December 31, 2025 or December 31, 2024 (refer to Note 7 for information on our investment securities and Note 12 for a discussion of derivatives).
Foreign Currency Forward Contracts
We value the foreign currency forward contracts based on notional amounts, contractual rates, and observable market inputs, such as currency exchange rates and credit risk.
Cross-currency Swaps
We value the cross-currency swaps using a method which discounts the expected cash flows resulting from the derivative. We estimate the cash flows using the contractual term of the derivative, including the period to maturity, and we use observable market-based inputs, including interest rate curves, and foreign exchange rate.
Interest Rate Swap Agreements
We value the interest rate swaps using a method which discounts the expected cash flows resulting from the derivative. We estimate the cash flows using the contractual term of the derivative, including the period to maturity and we use observable market-based inputs, including interest rate curves, and swap pricing.
Non-recurring Fair Value Measurements
The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period.
Note 11
CSCA and CSCI Reporting Units
During the year ended December 31, 2025, we prepared a goodwill impairment test utilizing a combination of discounted cash flow techniques and comparable company market approach for each reporting unit. Our cash flow projections included revenue growth rates and projected margins based on the reporting unit’s growth plans (Level 3 inputs). In our discounted cash flow analysis, we used a long-term growth rate of 2.5% for CSCA and 2.5% for CSCI. We used a discount rate of 11.5% for CSCA and 11.0% for CSCI in the analysis, which correlates with the required investment return and risk that we believe market participants would apply to the projected growth rate. In our comparable company market approach, we considered observable and unobservable market information (Level 2 and 3 inputs, respectively) which resulted in selected current and forward multiples averaging 7.0 x of comparable adjusted earnings for CSCA. For CSCI, the current and forward multiples averaged 8.1 x of comparable adjusted earnings.
Kazmira LLC
During the three months ended December 31, 2025, we identified potential indicators of impairment of our equity method investment in Kazmira LLC within our CSCA segment. We utilized an income approach, specifically a liquidation value method, to estimate the fair value based on the realizable value of Kazmira’s tangible assets. We concluded the fair value of our investment in Kazmira LLC was $3.5 million and recorded an impairment charge of $33.6 million (refer to Note 7).
Prevacid® Branded Product
During the years ended December 31, 2025 and 2024, we measured the impairment of our Prevacid® branded product, a definite-lived intangible asset. We utilized a discounted cash flow technique to estimate the fair value of the asset. Significant valuation inputs and assumptions relate to our projected future contribution margin, which include our estimated market share at planned investment levels and the expected selling price. We concluded the fair value was $5.5 million and $8.2 million as of December 31, 2025 and 2024, respectively.
Rare Diseases Business
On July 10, 2024, we completed the sale of our Rare Diseases Business to ESTEVE. The measurement of consideration received included a non-recurring valuation of the contingent earn-out milestone payments at $34.5 million utilizing a Monte Carlo simulation. The approach determined the expected value of achieving the milestone payments based on adjusted revenue projections for the Rare Diseases Business and the cash flows were discounted (refer to Note 3).
Fixed Rate Long-term Debt
Our fixed rate long-term debt consisted of the following (in millions):
| Year Ended | ||||
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| Level 1 | Level 2 | Level 1 | Level 2 | |
| Public Bonds | ||||
| Carrying value (excluding discount) | $2,270.5 | $— | $2,221.8 | $— |
| Fair value | $2,149.8 | $— | $2,083.9 | $— |
The fair values of our public bonds for all periods were based on quoted market prices.
The carrying amounts of our other financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, short-term debt, revolving credit agreements and variable rate long-term debt, approximate their fair value.
NOTE 12 -DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Cross-currency Swaps
In a cross-currency swap, interest payments and principal in one currency are exchanged for principal and interest
Note 12
payments in a different currency. Interest payments are exchanged at fixed intervals during the life of the agreement. Changes in the fair value of cross-currency swaps designated as net investment hedges are recognized as a component of OCI as a foreign currency translation adjustment and are recognized in earnings only upon the sale or substantial liquidation of the hedged net investment. In assessing the effectiveness of these hedges, we use a method based on changes in spot rates to measure the impact of the foreign currency exchange rate fluctuations on both our foreign subsidiary net investment and the related swap. Under this method, changes in the fair value of the hedging instrument, other than those due to changes in the spot rate, are initially recorded in OCI as atranslation adjustment. The excluded component is recognized on a systematic and rational basis by accruing the swap payments and receipts within Interest expense, net.
On October 25, 2022, we entered into new fixed-for-fixed cross currency interest rate swaps and designated the instruments as net investment hedges on our investment in European operations. The following are the total notional amounts and terms of the instruments:
$700.0 million notional amount effective from October 25, 2022 through December 15, 2024;
$700.0 million notional amount effective from October 25, 2022 through March 15, 2026; and
$100.0 million notional amount effective 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 total notional amounts and terms of the instruments:
$300.0 million notional amount outstanding from November 21, 2023 through April 20, 2027.
On May 7, 2024, we cash settled $547.5 million notional of the $700.0 million notional amount effective from October 25, 2022 through December 15, 2024. The settlement resulted in cash outflows of $45.8 million recognized as part of cash flows for investing activities within the Statement of Cash Flows for the year ended December 31, 2024.
On May 7, 2024, we entered into new 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 total notional amounts and terms of the instruments:
$547.5 million notional amount outstanding from May 7, 2024 through April 20, 2027.
On August 2, 2024, we restructured the $152.5 million notional amount remaining from $700.0 million notional effective from October 25, 2022 to December 15, 2024 and extended the effective date to April 20, 2027. There was no cash impact associated with the restructuring.
In September 17, 2024, we entered into new fixed-for-fixed cross currency interest rate swaps designated as net investments hedges to hedge the EUR currency exposure of our investment in European operations. The following are the total notional amounts and terms of the instruments:
$300.0 million notional amount outstanding from September 17, 2024 through September 30, 2028;
$215.0 million notional amount outstanding from September 17, 2024 through June 15, 2030; and
$200.0 million notional amount outstanding from September 17, 2024 through September 30, 2032.
On November 26, 2024, we cash settled the following cross currency swaps:
$300.0 million notional amount effective from November 21, 2023 through April 20, 2027;
$547.5 million notional amount effective from May 7, 2024 through April 20, 2027;
$300.0 million notional amount effective from September 17, 2024 through September 30, 2028; and
$185.5 million notional of the $700 million notional effective from October 25, 2022 through March 15, 2026.
Collectively, the transactions were settled for a net payment of $2.4 million as part of cash flows for investing activities within the Statement of Cash Flows for the year ended December 31, 2024.
Note 12
On November 26, 2024, we restructured the following cross currency swaps to extend the effective date:
$200.0 million notional amount originally effective from September 17, 2024 through September 30, 2032 now extended to March 30, 2033;
$215.0 million notional amount originally effective from September 17, 2024 through June 15, 2030 now extended to December 15, 2030; and
$100.0 million notional amount originally outstanding from October 25, 2022 through June 15, 2030 now extended to December 15, 2030.
In November 2024, we entered into new fixed-for-fixed cross currency interest rate swaps designated as net investments hedges to hedge the EUR currency exposure of our investment in European operations. The following are the terms and notional amounts outstanding:
$847.5 million notional amount effective from November 27, 2024 through April 20, 2027; and
$300.0 million notional amount effective from November 27, 2024 through September 30, 2028.
On November 19, 2025, we entered into a series of transactions to unwind and novate the $515.0 million notional amount remaining from the $700.0 million notional effective from October 25, 2022 through March 15, 2026. The hedges were de-designated on settlement. There was no cash impact associated with the transactions. Subsequently, we entered into new fixed-for-fixed cross currency interest rate swaps designated as net investment hedges to hedge the EUR currency exposure of our investments in European operations. The following are the total notional amounts and terms of the instruments:
$65.0 million notional amount effective from September 15, 2025 through December 15, 2030;
$200.0 million notional amount effective from November 20, 2025 through November 20, 2030; and
$250.0 million notional amount effective from November 24, 2025 through November 20, 2030.
As of December 31, 2025, the activity described above related to the fixed-for-fixed cross currency swaps designated as net investment hedges to manage the exposure to EUR resulted in instruments totaling $2.3 billion notional of which $1.0 billion, $300.0 million, $450.0 million, $380.0 million, and $200.0 million notional amounts are effective through April 2027, September 2028, November 2030, December 2030, and March 2033, respectively.
As designated net investment hedges, gains and losses related to the EUR spot exchange rate are deferred within the Cumulative Translation Adjustment, a component of AOCI, and recognized in the Statement of Operations when the hedged EUR net investment is substantially liquidated. Gains and losses on excluded components (e.g., interest differentials) will be recorded in Interest expense, net on a systematic and rational basis.
Interest Rate Swaps
Interest rate swap agreements are contracts to exchange floating rate for fixed rate payments (or vice versa) over the life of the agreement without the exchange of the underlying notional amounts. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.
In April 2022, to economically hedge the interest rate risk of the Senior Secured Credit Facilities (as defined in Note 13), 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 13). 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 othertwo 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 13). The interest rate swaps covered 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 November 2023, to economically hedge the interest rate risk of the $300 million Term B Loan add-on (as defined in Note 13), 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. In September 2024, we elected to fully de-designate these four interest rate swap agreements and discontinued hedge accounting as a result of the reduction in our variable rate debt (refer to Note 13), and entered intoone additional undesignated
Note 12
fixed-to-variable interest rate swap agreement to offset the de-designated interest rate swap agreements. As a result, the $14.4 million loss reported in AOCI related to the de-designated interest rate swap agreements was reclassified into earnings immediately as the forecasted transaction (i.e. interest payments) will no longer occur. These five interest rate swap agreements are carried at fair value and are not designated as hedging instruments. Changes in fair value of the derivative instruments are recognized in other income (expense), net in the Consolidated Statement of Operations, in the current period, along with offsetting foreign currency gain or loss on the underlying assets or liabilities.
In May 2024, we cash settled the remaining notional of $712.5 million variable-to-fixed interest rate swap agreements at market rates. The termination resulted in cash proceeds of $41.2 million, for which the gain remains deferred in Other Comprehensive Income ("OCI") and will be recognized within Interest expense, net as interest is paid on the Senior Secured Credit Facilities. The proceeds are recognized as cash flows from operating activities within the Statement of Cash Flows for the year ended December 31, 2024.
Additionally, to economically hedge the interest rate risk of the Term Loan B Facility, we entered into new variable-to-fixed interest rate swap agreements to replace the terminated interest rate swaps during the second quarter of 2024. 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. The interest rate swaps cover an interest period ranging from May 9, 2024, through April 1, 2029, on notional balances of $712.5 million over the term.
In September 2024, we reduced our variable debt outstanding on the Senior Secured Credit Facilities, as a result, we discontinued hedge accounting on $300.0 million notional amount of variable-to-fixed interest rate swaps. To economically offset the impact of these undesignated instruments, we entered into $300.0 million notional amount of offsetting fixed-for-variable interest rate swaps. Changes in fair value of the derivative instruments are recognized in Interest expense, net.
As of December 31, 2025, the undesignated economically offsetting interest rate swaps totaling $600.0 million are effective through April 2029.
As of December 31, 2025, the designated instruments used to hedge the exposure to variable interest on the Senior Secured Credit Facilities totaled $1.2 billion notional amount of which $487.5 million and $712.5 million notional amounts are effective through April 2027 and April 2029, respectively. As a designated cash flow hedge, changes in fair value will be deferred in AOCI and recognized within Interest expense, net when interest is paid on the Senior Secured Credit Facilities.
Other Hedging Instruments
The €350.0 million 2032 Notes (as defined in Note 13) are designated as a net investment hedge on our investment in European operations.
As a designated net investment hedge, gains and losses related to the EUR spot exchange rate will be deferred within the Cumulative Translation Adjustment, a component of AOCI, and recognized in the Consolidated Statement of Operations when the hedged EUR net investment is substantially liquidated.
Foreign Currency Forwards
In a foreign currency forward, a contract is written to exchange currencies at a fixed exchange rate at a future settlement date. We designate foreign currency forwards primarily as cash flow hedges to protect against foreign currency fluctuations of probable forecasted purchases and sales. The settlement dates of foreign currency forwards range from 1 to 60 months.
On August 1, 2025, we entered into a deal-contingent EUR/USD forward contract of €300 million to hedge foreign exchange risk related to the proceeds expected for the planned divestiture of our Dermacosmetics Business (refer to Note 4 for additional details). The contract is contingent on the successful closing of the transaction. If the divestiture does not close by January 13, 2027, the derivative will be terminated with no settlement obligation.
Note 12
Notional amounts of foreign currency forward contracts were as follows (in millions):
| Year Ended | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| European Euro (EUR) | $50.1 | $54.9 |
| British Pound (GBP) | 148.1 | 101.3 |
| Swedish Krona (SEK) | 48.6 | 66.5 |
| United States Dollar (USD) | 160.6 | 97.9 |
| Chinese Yuan (CNH) | 16.3 | 31.9 |
| Canadian Dollar (CAD) | 21.2 | 35.5 |
| Danish Krone (DKK) | 56.8 | 57.8 |
| Norwegian Krone (NOK) | 4.6 | 6.8 |
| Hungarian Forint (HUF) | 11.0 | 6.3 |
| Polish Zloty (PLZ) | 43.3 | 26.7 |
| Other(1) | 18.1 | 16.9 |
| Total | $578.7 | $502.5 |
(1) Number consists of various currencies notional amounts, none of which individually exceed $10.0 million in either year presented.
Effects of Derivatives on the Financial Statements
The below tables indicate the effects of all derivative instruments on the 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):
| Year Ended | |||
|---|---|---|---|
| Balance Sheet Location | December 31, 2025 | December 31, 2024 | |
| Designated derivative assets: | |||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $0.3 | $2.1 |
| Cross-currency swaps | Other non-current assets | — | 14.2 |
| Interest rate swap agreements | Other non-current assets | 1.1 | 9.3 |
| Total designated derivative assets | $1.4 | $25.6 | |
| Non-designated derivative assets: | |||
| Foreign currency forward contracts | Prepaid expenses and other current assets | $2.1 | $3.4 |
| Total non-designated derivatives | $2.1 | $3.4 | |
| Designated derivative liabilities: | |||
| Foreign currency forward contracts | Other accrued liabilities | $1.1 | $4.1 |
| Cross-currency swaps | Other non-current liabilities | 265.6 | 46.8 |
| Interest rate swap agreements | Other non-current liabilities | 22.0 | 9.0 |
| Total designated derivative liabilities | $288.7 | $59.9 | |
| Non-designated derivative liabilities: | |||
| Foreign currency forward contracts | Other accrued liabilities | $13.4 | $1.5 |
| Interest rate swap agreements | Other non-current liabilities | 10.8 | 13.6 |
| Total non-designated derivative liabilities | $24.2 | $15.1 | |
Note 12
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):
| Year Ended | ||||
|---|---|---|---|---|
| Non-Designated Derivatives | Income Statement Location | December 31, 2025 | December 31, 2024 | December 31, 2023 |
| Foreign currency forward contracts | Other (income) expense, net | $(0.1) | $(3.4) | $(4.0) |
| Interest expense, net | — | — | (1.5) | |
| $(0.1) | (3.4) | $(5.5) | ||
| Interest rate swap agreements | Interest expense, net | $0.8 | $14.5 | $— |
Note 12
The following tables summarize the effect of derivative instruments designated as hedging instruments in AOCI (in millions):
| Gain or (Loss) Reclassified from AOCI into Earnings | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Related to Amounts Included in Effectiveness Testing · Related to Amounts Excluded from Effectiveness Testing | ||||||||||
| Amount of Gain or (Loss) Recognized in OCI(1) · Location of Gain or (Loss) · Amount Reclassified(2) · Location of Gain or (Loss) · Amount Reclassified(2) | ||||||||||
| Cash flow hedges | ||||||||||
| Interest rate swap agreements | (16.5) | Interest expense, net | 15.6 | Interest expense, net | — | |||||
| Foreign currency forward contracts | 2.6 | Net sales | 0.2 | Net sales | (0.3) | |||||
| Cost of sales | (0.7) | Cost of sales | — | |||||||
| Other (income) expense, net | (0.2) | |||||||||
| Total Cash flow hedges | $(13.9) | $15.1 | $(0.5) | |||||||
| Net investment hedges | ||||||||||
| Cross-currency swaps | $(212.1) | Interest expense, net | $37.9 | |||||||
| Euro Notes Due 2032 | $(48.7) | |||||||||
| Total Net investment hedges | $(260.8) | |||||||||
| Cash flow hedges | ||||||||||
| Interest rate swap agreements | 44.1 | Interest expense, net | 31.8 | Interest expense, net | — | |||||
| Foreign currency forward contracts | (2.1) | Net sales | (0.4) | Net sales | 0.1 | |||||
| Cost of sales | 0.1 | Cost of sales | — | |||||||
| Other (income) expense, net | (0.2) | |||||||||
| Total Cash flow hedges | $42.0 | $31.5 | $(0.1) | |||||||
| Net investment hedges | ||||||||||
| Cross-currency swaps | $116.9 | Interest expense, net | $28.9 | |||||||
| Euro Notes Due 2032 | $24.6 | |||||||||
| Total Net investment hedges | $141.5 | $28.9 | ||||||||
| Cash flow hedges | ||||||||||
| Treasury locks | $— | Interest expense, net | $(0.1) | Interest expense, net | $— | |||||
| Interest rate swap agreements | (31.7) | Interest expense, net | 23.5 | Interest expense, net | — | |||||
| Foreign currency forward contracts | (0.5) | Net sales | (0.1) | Net sales | 0.6 | |||||
| Cost of sales | 0.3 | Cost of sales | 0.3 | |||||||
| Other (income) expense, net | (0.3) | |||||||||
| Total Cash flow hedges | $(32.2) | $23.6 | $0.6 | |||||||
| Net investment hedges | ||||||||||
| Cross-currency swaps | $(75.9) | Interest expense, net | $26.0 | |||||||
(1) Net income of $31.5 million is expected to be reclassified out of AOCI into earnings during 2026.
(2) For additional details about the effect of the amounts reclassified from AOCI refer to Note 17.
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 | |
|---|---|---|---|---|
| Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $4,253.1 | $2,758.6 | $162.5 | $13.2 |
| Gain (loss) on cash flow hedging relationships | ||||
| Foreign currency forward contracts | ||||
| Amount of gain or (loss) reclassified from AOCI into earnings | $0.2 | $(0.7) | $— | $— |
| 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 | $— | $— | $15.6 | $— |
| Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $4,373.4 | $2,830.7 | $187.8 | $(0.9) |
| Gain (loss) on cash flow hedging relationships | ||||
| Foreign currency forward contracts | ||||
| Amount of gain or (loss) reclassified from AOCI into earnings | $(0.4) | $0.1 | $— | $— |
| Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $0.1 | $— | $— | $(0.2) |
| Interest rate swap agreements | ||||
| Amount of gain or (loss) reclassified from AOCI into earnings | $— | $— | $31.8 | $— |
| Total amounts of income and expense line items presented on the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $4,655.6 | $2,975.2 | $173.8 | $(10.4) |
| The effects of cash flow hedging: | ||||
| Gain (loss) on cash flow hedging relationships | ||||
| Foreign currency forward contracts | ||||
| Amount of gain or (loss) reclassified from AOCI into earnings | $(0.1) | $0.3 | $— | $— |
| Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach | $0.6 | $0.3 | $— | $(0.3) |
| Treasury locks | ||||
| Amount of gain or (loss) reclassified from AOCI into earnings | $— | $— | $(0.1) | $— |
| Interest rate swap agreements | ||||
| Amount of gain or (loss) reclassified from AOCI into earnings | $— | $— | $23.5 | $— |
Net foreign exchange losses totaled $14.3 million, $6.5 million, and $1.0 million for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.
Note 13
NOTE 13 -INDEBTEDNESS
Total borrowings are summarized as follows (in millions):
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2025 · December 31, 2024 | ||||||
| Term loans | ||||||
| Term A Loans due April 20, 2027 (1) | $421.9 | $446.9 | ||||
| Term B Loans due April 20, 2029 (1) | 972.4 | 982.2 | ||||
| Total term loans | $1,394.3 | $1,429.1 | ||||
| Notes and bonds | ||||||
| Coupon · Due | ||||||
| 4.900% | June 15, 2030(2) | 750.0 | 750.0 | |||
| * | 5.375% | September 30, 2032(3) | 411.1 | 362.4 | ||
| 6.125% | September 30, 2032(3) | 715.0 | 715.0 | |||
| 5.300% | November 15, 2043 | 90.5 | 90.5 | |||
| 4.900% | December 15, 2044 | 303.9 | 303.9 | |||
| Total notes and bonds | 2,270.5 | 2,221.8 | ||||
| Other financing | 12.9 | 13.2 | ||||
| Unamortized premium (discount), net | (19.7) | (23.1) | ||||
| Deferred financing fees | (17.8) | (22.9) | ||||
| Total borrowings outstanding | 3,640.2 | 3,618.1 | ||||
| Current indebtedness | (36.6) | (36.4) | ||||
| Total long-term debt less current portion | $3,603.6 | $3,581.7 | ||||
(1) Discussed collectively herein as the "Senior Secured Credit Facilities"
(2) The coupon rate noted above is as of December 31, 2025. This will increase from 4.900% to 5.150% on payments starting after June 15, 2026, following a credit rating downgrade by Moody's Investor Services in the last quarter of 2025. Interest rate adjustments are subject to a 2.0% total cap above the original 3.150% interest rate which would result in an interest rate not to exceed 5.150% 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. With the 5.150% interest rate, we have reached the maximum interest rate permitted under the Supplemental Indenture No. 3 for the Notes due 2030.
(3) Discussed collectively herein as the "2032 Notes".
- Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate.
Revolving Credit Agreements
There wereno borrowings outstanding under the $1.0 billion revolving credit agreement (the “Revolver”) as of December 31, 2025 or December 31, 2024.
Term Loans
Term Loan A Facility and Term Loan B Facility
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 Credit Agreement (the "Credit Agreement").
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On December 15, 2023, we and the Borrower, entered into Amendment No. 1 and Incremental Assumption Agreement (the "Amendment") to the Credit Agreement. The Amendment provided for a fungible add on to the 2022 Term B Loans in an aggregate principal amount of $300.0 million (the "2023 Incremental Term B Loans"). The terms of the 2023 Incremental Term B Loans, including pricing and maturity, are identical to the 2022 Term B Loans. The net proceeds from the 2023 Incremental Term B Loans were used to settle the cash tender offer by 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). On December 15, 2024, we and the Borrower entered into Amendment No. 2 to the Credit Agreement, which established a new tranche of loans under the Term B Facility (the "Term B Loans") and which refinanced all of the 2023 Incremental Term B Loans and the 2022 Term B Loans outstanding under the Credit Agreement in the aggregate amount of $984.7 million, which resulted in a repricing to lower the interest rate and increased the discount by $1.5 million. The Term B Loans will mature on April 20, 2029.
In April 2022, in relation to the Senior Secured Credit Facilities, we deferred $32.5 million of financing fees and discount, which will be amortized to interest expense over the term of the facilities. During the year ended December 31, 2024, scheduled principal repayments of $13.0 million and $25.2 million were made on the Term Loan B Facility and Term Loan A Facility, respectively. On September 19, 2024 a principal prepayment of $391.0 million was made on the Term Loan B facility. The funds received as part of the 2032 Notes as discussed below were used for the principal prepayment. As a result of the redemption, we recognized an extinguishment loss of $5.1 million during the third quarter of 2024.
Guarantees and Debt Covenants
The Senior Secured Credit Facilities are guaranteed, along with any hedging or cash management obligations entered into with a lender, by us, 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 4.900% Notes due 2030, the 6.125% USD Notes due 2032, the 5.375% Euro Notes due 2032 and the 4.900% Notes due 2044 issued by Perrigo Finance.
The guarantees of the Guarantor Subsidiaries, the Company and the Borrower are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The guarantees of the Guarantor Subsidiaries, the Company and the Borrower rank senior in right of payment to any future subordinated indebtedness of the Company, equal in right of payment with all of the Company’s existing and future senior indebtedness and effectively subordinated to any of the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness.
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, we can elect to increase the maximum first lien secured net leverage ratio to 3.25 to 1.00 for the quarter in which the acquisition occurs and the three following fiscal quarters thereafter.
We are in compliance with all the covenants under our debt agreements as of December 31, 2025.
Notes and Bonds
2014 Notes due December 15, 2024 & December 15, 2044
On December 2, 2014, Perrigo Finance issued $700.0 million in aggregate principal amount of 3.900% senior notes due 2024 (the “2024 Notes”), and $400.0 million in aggregate principal amount of 4.900% senior notes due 2044 (the “2044 Notes” and, together with the 2024 Notes, the “2014 Notes”) and received net proceeds of $1.1 billion after fees and market discount. Interest on the 2014 Notes is payable semi-annually in arrears in June and December of each year, beginning in June 2015. The 2014 Notes are governed by a base indenture and a first supplemental indenture (collectively, the "2014 Indenture"). There are no restrictions under the 2014 Notes on our
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ability to obtain funds from our subsidiaries. Perrigo Finance may redeem the 2014 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2014 Indenture. During the year ended December 31, 2017, we repaid $96.1 million of the 4.900% senior notes due 2044. On December 15, 2023 Perrigo Finance accepted for purchase $300.0 million of 2024 Notes and paid approximately $295.2 million in aggregate cash consideration (excluding accrued interest) for a portion of the 2024 Notes. We recorded a total gain of $3.2 million on the extinguishment of debt on the Consolidated Statements of Operations during the year ended December 31, 2023. On December 12, 2024 Perrigo Finance repaid the remaining $400.0 million due of the 2024 Notes.
2016 Notes due March 15, 2026
On March 7, 2016, Perrigo Finance issued $700.0 million in aggregate principal amount of 4.375% senior notes due 2026 (the "2016 Notes") and received net proceeds of $700.0 million after fees and market discount. Interest on the 2016 Notes is payable semi-annually in arrears in March and September of each year, beginning in September 2016. The 2016 Notes are governed by a base indenture and a second supplemental indenture (collectively, the "2016 Indenture"). On October 2, 2024, the 2016 Notes were redeemed in full. As a result of the redemption, we recognized an extinguishment loss of $1.5 million during the fourth quarter of 2024.
2020 Notes due June 15, 2030
On June 19, 2020, Perrigo Finance issued $750.0 million in aggregate principal amount of 3.150% Senior Notes due 2030 the ("2020 Notes") and received net proceeds of $737.1 million after the underwriting discount and offering expenses. Interest on the 2020 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. Due to credit ratings downgrades by S&P Global Ratings and Moody's Investor Services in the third quarter of 2021, the first quarter of 2022, the second quarter of 2023 and the second quarter of 2024 respectively, the interest of the 2020 Notes stepped up from 3.150% to 3.900%, starting after December 15, 2021, from 3.900% to 4.400% starting after June 15, 2022, from 4.400% to 4.650% starting after June 15, 2023, from 4.650% to 4.900% starting after June 15, 2024 and from 4.900% to 5.150% starting after June 15, 2026. Interest rate adjustments for the 3.150% Senior Notes due 2030 are subject to a 2.0% cap above the original 3.150% interest rate, ensuring the interest rate does not exceed 5.150%. The 2020 Notes will mature on June 15, 2030 and are governed by a base indenture and a third supplemental indenture (collectively, the "2020 Indenture"). Perrigo Finance may redeem the 2020 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2020 Indenture.
2024 Notes due September 30, 2032
On September 17, 2024, Perrigo Finance issued $715.0 million in aggregate principal amount of 6.125% Senior Notes due 2032 (the "USD Notes due 2032") and €350.0 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"). The 2032 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo and its subsidiaries that provide guarantees under Perrigo's Senior Secured Credit Facilities (as defined above). In relation to the 2032 Notes, we deferred $4.8 million of financing fees, which will be amortized to interest expense over the term of the facilities. Net proceeds from the 2032 Notes were used to prepay a portion of the Term Loan B Facility (as defined above) 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.
2013 Notes due November 15, 2043
On November 8, 2013, Perrigo Company issued $400.0 million aggregate principal amount of its 5.300% senior notes due 2043 (the "2013 Notes"). During the year ended December 31, 2017, we repaid $309.5 million of the 2013 Notes. Interest on the 2013 Notes is payable semi-annually in arrears in May and November of each year, beginning in May 2014. The 2013 Notes are governed by a base indenture and a first supplemental indenture (collectively, the "2013 Indenture"). The 2013 Notes are our unsecured and unsubordinated obligations, ranking equally in right of payment to all of our existing and future unsecured and unsubordinated indebtedness. The 2013 Notes are not entitled to mandatory redemption or sinking fund payments. We may redeem the 2013 Notes in whole or in part at any time for cash at the make-whole redemption prices described in the 2013 Indenture.
Other Financing
We have overdraft facilities available that we use to support our cash management operations. We report any
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balances outstanding in the above table under "Other financing". There wereno material borrowings outstanding under the overdraft facilities as of December 31, 2025 and December 31, 2024.
We have financing leases that are reported in the above table under "Other financing" (refer to Note 9).
Future Maturities
The annual future maturities of our short-term and long-term debt, including capitalized leases and excluding deferred financing fees, are as follows (in millions):
| Payment Due | Amount |
|---|---|
| 2026 | $36.6 |
| 2027 | 409.0 |
| 2028 | 12.1 |
| 2029 | 945.1 |
| 2030 | 752.2 |
| Thereafter | 1,522.7 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.