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Item 2 — Management's Discussion and Analysis
Perrigo Company Plc · 10-Q · Q2 FY2026 · Period ended Jun 27, 2026
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The following Management’s Discussion and Analysis (“MD&A”) is intended to provide readers with an understanding of our financial condition, results of operations, and cash flows by focusing on changes in certain key measures from year to year. This MD&A is provided as a supplement to, and should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes found in Item 1 included in this Form 10-Q, and our Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). These historical financial statements may not be indicative of our future performance. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under “Risk Factors” in Item 1A of our 2025 Form 10-K and Part II. Item 1A of this Form 10-Q.
Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc (“Elan”). Unless the context requires otherwise, the terms Perrigo, the “Company,” “we,” “our,” “us,” and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries.
EXECUTIVE OVERVIEW
Perrigo is a leading pure-play self-care company with more than a century of providing high-quality health and wellness solutions to meet the evolving needs of consumers. As one of the originators of the over-the-counter (“OTC”) self-care market, Perrigo is led by its vision “To Provide The Best Self-Care For Everyone” and its purpose to “Make Lives Better Through Trusted Health and Wellness Solutions, Accessible To All”.
Perrigo works to fulfill its vision and purpose as a top-tier consumer self-care company with a focused portfolio based on consumer-led innovation, which meets societal needs for:
•Access: Perrigo's self-care products and solutions enhance the daily lives of millions of families, empowering them to take control of their health and wellness.
•Value: Perrigo delivers value by helping consumers proactively manage their well-being through affordable and effective self-care solutions.
•Reliability: Perrigo ensures the safety and effectiveness of its self-care solutions, best serving its consumers.
Perrigo provides access to trusted self-care solutions that can be used without the need to visit a health practitioner for a prescription. Guided by our vision and purpose, our strategic goal is to create sustainable and value accretive growth by 1) delivering consumer preferred brands and innovation, 2) driving category growth with our customers, 3) powering our business with our world-class, quality assured supply chain, including a focus on sustainability with meaningful goals to reduce greenhouse gas emissions, water, and waste, in addition to increasing the recyclability of our packaging, and 4) evolving our global organization to one cohesive operating model. Our unique competency is to deliver health and wellness solutions across multiple price and value tiers that improve access and choice for consumers.
Perrigo's broad offerings are well diversified across several major product categories as well as across geographies, primarily in North America and Europe, with no one product representing more than 5% of total revenue. In North America, Perrigo is the leading store brand private label provider of self-care products in many categories, including upper respiratory, healthy lifestyle and women's health, in addition to offering brands including Opill® and Mederma®. In Europe, our portfolio consists primarily of brands, including Compeed®, ellaOne®, Solpadeine®, and Jungle Formula®.
Perrigo’s unique portfolio of businesses complement each other, where 1) store brands generate cash for investments into the Company’s key higher margin, higher growth brands, 2) branding and innovation capabilities are leveraged for both brand and store brand demand generation designed to generate stronger customer partnerships, 3) consumer-led innovation is scaled across brands, store brands and geographies, and 4) leveraging the scale of our global supply chain with more molecules at more price points to more consumers to drive increased household penetration.
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Executive Overview
The Company’s plan to drive increased cash flow and total shareholder return is anchored in its ‘Three-S’ plan – ‘Stabilizing,’ ‘Streamlining,’ and ‘Strengthening’ our business. This process centers on restoring consistency in our core business, streamlining our cost structure and building capabilities that support scalable long-term growth.
Our fiscal year begins on January 1 and ends on December 31. We end our quarterly accounting periods on the Saturday closest to the end of the calendar quarter, with the fourth quarter ending on December 31 of each year.
Our Segments
Our reporting and operating segments reflect the way our chief operating decision maker, who is our Interim Chief Executive Officer (“CEO”), makes operating decisions, allocates resources and manages the growth and profitability of the Company. Our reporting segments are:
•Self Care includes over-the-counter health and wellness products intended for consumer self-treatment of common conditions, such as pain & sleep, upper respiratory, digestive health and healthy lifestyle products including vitamins, minerals and supplements ("VMS") and oral electrolyte beverages.
•Specialty Care includes branded and specialty consumer health products that address more targeted or complex self-care needs, including women's health and skin health offerings, such as skin healing and insect repellant.
•Infant Formula is comprised of the infant formula product category, which includes nutrition products designed to meet the dietary needs of infants.
The Company's Oral Care product category and Other product category, which includes the Dermacosmetics business (through its April 30, 2026 divestment), are together disclosed as “All Other.”
We previously operated an Rx segment consisting of our U.S. generic prescription pharmaceuticals business and other pharmaceuticals and diagnostic businesses in Israel, which have been divested. The Rx segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report. See Item 1. Note 4 for more information.
Products
We offer products in the following categories:
Reporting Segment Product Category Description
Self Care Upper Respiratory Products that relieve upper respiratory symptoms, including cough suppressants, expectorants, sinus and allergy relief.
Digestive Health Products such as antacids, anti-diarrheal, and anti-heartburn that relieve symptoms associated with digestive issues.
Healthy Lifestyle Products that help consumers live a healthy lifestyle such as smoking cessation, weight management, heart health, VMS, nutraceutical and electrolytes.
Pain and Sleep-Aids Products comprised of pain relievers, fever reducers and sleep-aids.
Specialty Care Skin Health Products for the face and body such as scar management, lice treatment, insect repellant and other products for various skin conditions.
Women's Health Women's health products, including feminine hygiene and contraceptives.
Infant Formula Infant Formula Infant nutrition products designed to meet dietary needs.
All Other Oral Care Products used for oral care, including toothbrushes, toothbrush replacement heads, floss, flossers, whitening products and toothbrush covers.
Other(1) Other miscellaneous self-care products, including the Dermacosmetics business.
(1) The Dermacosmetics business was historically reported in the Skin Care category and is now included within Other through its April 30, 2026 divestment.
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Executive Overview
Recent Developments
•On April 30, 2026, the sale of the Dermacosmetics Business was completed for total consideration of $362.9 million, net of cash delivered. The transaction consists of €305.6 million or $358.5 million in upfront cash, $6.2 million of proceeds received for inventory on hand, less $1.8 million of cash delivered. The transaction also stipulates up to an additional €27.0 million contingent on the achievement of net sales milestones, of which €18.0 million is remaining through 2027. The sale resulted in a pre-tax gain of $129.5 million during the quarter. Brands sold in the transaction include ACO, Biodermal, and Iwostin.
•On June 7, 2026, Patrick Lockwood-Taylor resigned, effective immediately, as President and Chief Executive Officer and as a member of the Board of Directors of the Company. Concurrently, the Board appointed Albert A. Manzone, Director and member of the Audit Committee of the Board, as the Company’s Interim President and Chief Executive Officer.
•On June 30, 2026, the Board of Directors of the Company appointed Salman Amin and Omer Gajial to serve as members of the Board effective as of June 30, 2026. In connection with the appointments, the Board increased the size of the Board from 8 to 10.
Restructuring
Supply Chain Reinvention Program
In 2022, we initiated a 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 have reduced portfolio complexity, invested in advanced planning capabilities, diversified sourcing, and optimized our manufacturing assets and distribution models. The program objectives are now realized with approximately $157 million of annualized benefits (not including related depreciation expense on capital investments) achieved by the end of fiscal year 2025. Total costs incurred over the same period including capital investments, restructuring expenses and implementation costs totaled approximately $286 million. For the remaining project wind-down activities, we anticipate less than $10 million of additional costs to be incurred through fiscal year 2026. Refer to Item 1. Note 14 for further details on restructuring charges.
Project Energize
As part of our sustainable, value accretive growth strategy, we launched Project Energize in the first quarter of 2024 - a global investment and efficiency program to drive the next evolution of capabilities and organizational agility. This three-year program was expected to produce significant benefits in our long-term business performance by enabling our One Perrigo growth strategy, increasing organizational agility and mitigating impacts from stabilizing and strengthening the infant formula business. As of December 31, 2025, Project Energize had achieved these objectives and has substantively completed.
Project Energize delivered approximately $167 million of annualized pre-tax savings as of the end of the fiscal year 2025, within the range of $140 million to $170 million expected by the end of 2026. Reinvestment savings were $35 million over the same period. Restructuring and related charges associated with these actions were approximately $138 million over the same period compared to an original estimated range of $140 million to $160 million. For the remaining project wind-down activities, we anticipate less than $10 million of additional costs to be incurred through fiscal year 2026. Refer to Item 1. Note 14 for further details on restructuring charges.
Nutrition Network Optimization; Strategic Review
In 2025, we initiated the Nutrition Network Optimization project to optimize our infant formula manufacturing footprint, upgrade packaging capabilities, harmonize quality processes, and enhance our research and development capabilities. On November 5, 2025, we announced a strategic review of our infant formula business. The review will assess a full range of alternatives and is aligned with our ‘Three‑S’ plan and reflects our commitment to disciplined capital allocation and supporting improved return on invested capital and total shareholder return. It will focus on a combination of accelerating cash flows and reassessing the previously announced investment in this business of $240 million, while optimizing portfolio impact and management focus. During the three months ended June 27, 2026, we executed a partial plant shut-down of our Vermont facility to rationalize capacity as part of this program. For further details on our restructuring charges related to the strategic review, refer to Item 1. Note 14.
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Executive Overview
Operational Enhancement Program
Building on the ‘Streamlining’ actions within our 'Three-S' Plan, in the fourth quarter of 2025 we launched a two-year, enterprise-wide operational enhancement program to create a more agile, more resilient platform positioned for growth in our core business. The program is designed to streamline operations in response to near-term industry pressures, including soft consumer consumption leading to lower volumes, while freeing up capital to further invest behind our key brands and store brands.
We expect the program to enhance organizational effectiveness by evolving our structure to improve agility, accelerate decision‑making and better leverage technology. As part of this effort, we expect to reduce approximately 7% of our workforce as of December 31, 2025. The program will also target operational cost reductions mainly in our supply chain and distribution network.
We anticipate gross pre‑tax annual run rate cost savings of $80 million to $100 million from the program, the majority of which are expected to be achieved in 2026. Cash costs to achieve these savings are expected to range between $80 million and $90 million primarily in 2026.
For further details on our restructuring charges, refer to Item 1. Note 14.
Market Factors and Trends
Macroeconomic Uncertainty
Current macroeconomic conditions remain dynamic, including impacts from inflation and interest rates, volatile changes in foreign currency exchange rates, tariffs and other trade restrictions, political unrest and uncertainty 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. As a result of these dynamic conditions and uncertainties, we have modified, and may further modify, our operations and strategic initiatives, including by adjusting our investment priorities, reallocating resources, or delaying specific initiatives, such as deferring capital expenditures on Nutrition Network Optimization, initiating an enterprise-wide operational enhancement program, and seeking further working capital improvements.
Current uncertainties arising from increased tariffs on imported products could have an adverse effect on our Company. In 2025, the U.S. government announced new or additional tariffs on products imported from many countries and individualized “reciprocal” tariffs on countries with which the U.S. has the largest trade deficits. While some tariffs have become effective, others have been temporarily suspended, increased then reduced or permanently repealed. The U.S. government has announced trade agreements with various governments and additional tariffs on countries due to geo-political issues. As a result, there continues to be significant volatility and uncertainty regarding the scope, timing, implementation and effective rates of tariffs.
During the first quarter of 2026, following the U.S. Supreme Court’s determination that tariffs imposed under the International Emergency Economic Powers Act were unlawful and subsequent orders of the U.S. Court of International Trade directing U.S. Customs and Border Protection to refund such duties, the Company concluded that recovery of a portion of previously paid tariffs is probable. Accordingly, the Company recorded a net receivable of approximately $21 million that benefited gross profit during the three months ended March 28, 2026, representing refunds expected to be received related to eligible import entries, based on information currently available, including shipment‑level data and applicable court guidance. During the three months ended June 27, 2026, we recorded a $9.6 million adjustment benefiting gross profit based on updated information, resulting in a net receivable of approximately $31 million. The timing of receipt of these refunds is subject to U.S. Customs and Border Protection’s administrative processes, and actual amounts received may differ from estimates as refund claims are validated.
In addition, our interest expense is impacted by the overall global economic and interest rate environment. We manage interest rate risk through our capital structure and the use of interest rate swaps to fix the interest rate on greater than 90% of our outstanding debt.
Inflationary Costs and Supply Chain
Supply chain disruptions continue in multiple commodity categories such as agricultural commodities due to climate impacts and impacts across the overall supply chain due to the conflicts between Russia and Ukraine, the Middle
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Executive Overview
East Conflict and overall geopolitical tensions. Inflationary pressures are still a significant cost factor in major economies globally across food, energy and labor and general materials. The ongoing conflict involving Iran has contributed to volatility in global oil markets, resulting in rising oil prices. This escalation in oil prices presents an inflation risk for the broader economy. We previously experienced employment vacancies and attrition in the labor market which negatively impacted productivity and drove 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 substantially offset the impacts of inflation to date. However, future supply chain disruptions and inflationary pressures from the continuation of the conflicts between Russia and Ukraine, escalating conflicts in the Middle East, the duration and extent of oil price increases and persistent geopolitical tensions along with the impact of tariff and trade policy continue to foster uncertainty.
Infant Formula
As part of its efforts to prevent supply interruptions and risk of Cronobacter spp. illnesses associated with powdered infant formula, in March 2023, the Food and Drug Administration ("FDA") released an “Immediate National Strategy to Increase the Resiliency of the U.S. Infant Formula Market” and issued a letter to the powdered infant formula industry to share information to assist the industry in improving the microbiologic safety of powdered infant formula. In response to those changes, we made considerable investments in all our infant formula manufacturing sites. These investments included, among other things, enhancing our cleaning and sanitation protocols, our environmental monitoring programs, and quality oversight, as well as additional quality and operations personnel. These changes have resulted in higher costs and lower manufacturing output and production yields across our infant formula network. In March 2025, the U.S. Department of Health and Human Services (HHS) launched
Operation Stork Speed, a regulatory initiative aimed at strengthening the safety, quality, transparency, and resilience
of the U.S. infant formula supply. This initiative intends to review the nutrients used in infant nutrition, expand testing
for contaminants, and enhance labelling expectations, and will evaluate potential future regulatory updates. In addition, Operation Stork Speed extends the FDA’s personal importation policy, which allows individuals to import certain infant formula products for personal use, thereby potentially increasing competitive pressures in the U.S. infant formula market. Together, these measures may introduce new compliance and regulatory obligations and may affect competitive dynamics in the U.S. market.
As previously disclosed, we received a warning letter from the FDA on August 30, 2023 relating to the Perrigo Wisconsin infant formula facility, which we acquired in November 2022. While we worked to resolve the issues raised in the August 30 letter, on November 29, 2023, we received notice from the FDA of additional inspection observations relating to Perrigo Wisconsin. Consistent with our commitment to quality, we temporarily paused all production at that facility and conducted an extended site-wide assessment and cleaning.
We also bolstered our 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 been completed, we have implemented quality enhancements, including further protocol, process and procedural improvements at the site level, and all sites are producing reliable, quality-assured product.
In October and November 2024, the FDA conducted its first inspection of the Perrigo Wisconsin infant formula facility since the November 2023 inspection. Following this 2024 inspection, the FDA did not issue written observations via Form FDA 483. In February 2026, the FDA conducted an additional inspection of the Perrigo Wisconsin infant formula facility and issued a Form 483. The matters raised in the February 2026 Form 483 do not relate to a production batch or an actual or potential recall of past production. We have initiated corrective actions and will continue to work collaboratively with the FDA.
We incurred 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 our 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 to achieve this remediation plan were approximately $22.6 million with approximately 95% of such costs incurred during the year ended December 31, 2024.
We have been focusing on rebuilding market share, while managing the additional cost and production processes. Although we have gained market share in non-WIC infant formula powder, heightened competition from existing and
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Executive Overview
new entrants, particularly as a result of continued regulatory forbearance allowing imported infant formulas has led to increased supply of infant formula in the United States, and the previously disclosed lost distribution of the Good Start® brand have hindered our efforts to recover our previous market share. On November 5, 2025, we announced a strategic review of our infant formula business focused on a combination of accelerating cash flows and reassessing the previously announced investment in this business, while optimizing portfolio impact and management focus. See Nutrition Network Optimization; Strategic Review above.
War in Ukraine
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. 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.
Middle East Conflicts
We continue to closely monitor the ongoing conflict and the social, political and economic environment in Israel and in the broader Middle East to evaluate the impacts on our operations and supply chain. Israel is a global technology research and development center that plays a critical role in the global Active Pharmaceutical Ingredients ("API") market, as a number of our 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. For example, an escalation in military activity in the Strait of Hormuz and Red Sea region has the potential to disrupt supply chains and has lead to further inflationary pressures which we are also continuing to monitor.
Foreign Exchange
We have both translation and transaction exposure to the fluctuation of exchange rates. Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency. Transaction exposures relate to 1) the impact from input costs that are denominated in a currency other than the local reporting currency and 2) the revaluation of transaction-related working capital balances denominated in currencies other than the functional currency. Significant exchange rate fluctuations, especially in the Euro or the British Pound Sterling, have had, and could continue to have, a significant impact on our net sales, net earnings and cash flows.
For additional information, refer to Part II. Item 1A - Risk Factors.
RESULTS OF OPERATIONS
Currency Translation
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 27, 2026 at the average exchange rates for the reporting period and average exchange rates for the three and six months ended June 28, 2025.
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Consolidated
CONSOLIDATED FINANCIAL RESULTS
Three Month Comparison
Three Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 1,022.8 $ 1,056.3
Gross profit $ 313.9 $ 362.9
Gross profit % 30.7 % 34.4 %
Operating income $ 23.5 $ 45.4
Operating income % 2.3 % 4.3 %
Net sales decreased $33.5 million, or 3.2%, due primarily to:
•$13.7 million decrease, or 1.3%, due primarily to lower retailer inventory levels and soft consumption within the Self Care reporting segment. These factors were partially offset by continued market share gains in the Self Care and Infant Formula reporting segments, supported by innovation launches;
•$23.6 million decrease due primarily to the sale of the Dermacosmetics Business that completed in April 2026; partially offset by
•$3.7 million increase from favorable foreign currency translation.
Operating income decreased $22.0 million, or 48.4%, due primarily to:
•$49.0 million decrease in gross profit due to the impact of lower net sales volumes, primarily within our Self Care reporting segment, the carry over impacts of planned under-absorption stemming from lower prior-year sales volumes, and unfavorable mix, partially offset by the net recognition of a recovery of a portion of previously paid tariffs of approximately $9.6 million. Gross profit as a percentage of net sales decreased 370 basis points compared to the prior year due primarily to the same factors that drove gross profit. This was partially offset by
•$27.0 million decrease in operating expenses driven by reduced administration costs associated primarily with the Operational Enhancement Program, as well as decreased expenses for litigation compared to the prior year period.
Six Month Comparison
Six Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 1,992.0 $ 2,100.2
Gross profit $ 639.4 $ 755.2
Gross profit % 32.1 % 36.0 %
Operating income $ (348.9) $ 92.3
Operating income % (17.5) % 4.4 %
Net sales decreased $108.2 million, or 5.2%, due primarily to:
•$116.4 million decrease, or 5.6%, due primarily to soft consumption and lower retailer inventory levels within the Self Care segment. These were partially offset by continued market share gains in the Self Care reporting segment, supported by innovation launches;
•$25.5 million decrease due primarily to the sale of the Dermacosmetics Business that completed in April 2026; partially offset by
•$33.8 million increase from favorable foreign currency translation.
Operating income decreased $441.2 million, or 478.0%, due primarily to:
•$115.8 million decrease in gross profit due to the carry over impacts of planned under-absorption stemming from lower prior-year sales volumes, and the impact of lower net sales volumes, primarily within our Self Care reporting segment, partially offset by the net recognition of a recovery of a portion of previously paid tariffs of approximately $30.6 million. Gross profit as a percentage of net sales decreased 390 basis points compared to the prior year due primarily to the same factors that drove gross profit.
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Consolidated
•$325.4 million increase in operating expenses driven by the $331.8 million goodwill impairment charge.
SELF CARE FINANCIAL RESULTS
Three Month Comparison
Three Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 576.6 $ 598.6
Segment operating income $ 78.7 $ 93.9
Segment operating margin 13.6 % 15.7 %
Net sales decreased $22.0 million, or 3.7%, due primarily to:
•$23.1 million decrease, or 3.9%, due primarily to unfavorable net pricing impacts and lower consumption across both the U.S. and Europe, driven in part by lower seasonal incidence of cough and cold versus the prior year, which also led to lower retailer inventory levels;
•$2.1 million decrease due primarily to previously announced divestitures; partially offset by
•$3.2 million increase from favorable foreign currency translation.
Segment operating income decreased $15.2 million, or 16.2%, due primarily to unfavorable gross profit flow through partially offset by a $12.0 million decrease in operating expenses driven by benefits from the Operational Enhancement Program.
Six Month Comparison
Six Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 1,119.9 $ 1,212.8
Segment operating income $ 147.3 $ 206.7
Segment operating margin 13.1 % 17.0 %
Net sales decreased $92.9 million, or 7.7%, due primarily to:
•$108.9 million decrease, or 9.0%, due primarily to lower retailer inventory levels and continued soft consumption across both the U.S. and Europe, driven in part by lower seasonal incidence of cough and cold versus the prior year;
•$4.1 million decrease due primarily to previously announced divestitures; partially offset by
•$20.1 million increase from favorable foreign currency translation.
Segment operating income decreased $59.4 million, or 28.8%, due primarily to unfavorable gross profit flow through partially offset by a $11.6 million decrease in operating expenses driven by benefits from the Operational Enhancement Program.
SPECIALTY CARE FINANCIAL RESULTS
Three Month Comparison
Three Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 226.6 $ 233.1
Segment operating income $ 47.8 $ 66.3
Segment operating margin 21.1 % 28.5 %
Net sales decreased $6.4 million, or 2.8%, due primarily to:
•$6.7 million decrease, or 2.9%, due primarily to lower net sales in Skin Health driven by lower store brand sales of Minoxidil and lower net sales of Mederma® due to prior year inventory restocking. The decline in
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Specialty Care
Skin Health was partially offset by the Women’s Health category, led by continued momentum from Opill® and ellaOne®.
Segment operating income decreased $18.5 million, or 27.9%, due primarily to unfavorable gross profit flow through as a result of the carry over impacts of prior year manufacturing volume headwinds and unfavorable mix, as well as a $4.0 million increase in operating expenses as higher advertising and promotional investments were made to support second half growth initiatives.
Six Month Comparison
Six Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 433.6 $ 432.2
Segment operating income $ 103.2 $ 108.4
Segment operating margin 23.8 % 25.1 %
Net sales increased $1.4 million, or 0.3%, due primarily to:
•$9.8 million increase from favorable foreign currency translation; partially offset by
•$8.3 million decrease, or 1.9%, due primarily to lower net sales in Skin Health as lower store brand sales of Minoxidil and lower net sales of Mederma® were partially offset by share gains in Compeed® and Jungle Formula®. The net decline in Skin Health was partially offset by the Women’s Health category, led by continued momentum from Opill® and ellaOne®.
Segment operating income decreased $5.2 million, or 4.8%, due primarily to unfavorable gross profit flow through as a result of the carry over impacts of prior year manufacturing volume headwinds and unfavorable mix, partially offset by a $12.0 million decrease in operating expenses driven by lower advertising and promotional spend, including planned lower Opill® investment levels.
INFANT FORMULA FINANCIAL RESULTS
Three Month Comparison
Three Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 100.9 $ 82.0
Segment operating income $ 4.0 $ (12.2)
Segment operating margin 3.9 % (14.9) %
Net sales increased $18.9 million, or 23.1%, due primarily to:
•$18.9 million increase, or 23.1%, due primarily to timing of contract infant formula shipments, in addition to increased net sales of store brand formula.
Segment operating income increased $16.2 million, due primarily to favorable gross profit flow through from the lapping of isolated production variability in the prior-year period that resulted in higher product scrap, and higher net sales, as well as a $6.2 million decrease in operating expenses driven by lower selling costs as a result of actions taken as part of Nutrition Network Optimization.
Six Month Comparison
Six Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 190.6 $ 169.8
Segment operating income $ (3.5) $ (1.6)
Segment operating margin (1.8) % (0.9) %
Net sales increased $20.8 million, or 12.3%, due primarily to:
•$20.6 million increase, or 12.1%, due primarily to growth in contract infant formula, partially offset by lower net sales in store brand and branded infant formula as the prior year period was elevated due to customer inventory replenishment.
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Infant Formula
Segment operating income decreased $1.9 million, due primarily to unfavorable gross profit flow through driven by the carry over impacts of prior year manufacturing volume headwinds, partially offset by a $10.2 million decrease in operating expenses driven by lower selling costs as a result of actions taken as part of Nutrition Network Optimization.
ALL OTHER FINANCIAL RESULTS
Three Month Comparison
Three Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 118.6 $ 142.7
Segment operating income $ 25.8 $ 25.7
Segment operating margin 21.7 % 18.0 %
Net sales decreased $24.1 million, or 16.9%, due primarily to:
•$21.5 million decrease due to the sale of the Dermacosmetics Business that completed in April 2026; as well as
•$2.9 million decrease, or 2.4%, due primarily to lower net sales of Oral Care products.
Segment operating income was comparable to the prior year period.
Six Month Comparison
Six Months Ended
(in millions, except percentages) June 27, 2026 June 28, 2025
Net sales $ 247.8 $ 285.4
Segment operating income $ 57.6 $ 46.6
Segment operating margin 23.2 % 16.3 %
Net sales decreased $37.6 million, or 13.2%, due primarily to:
•$21.5 million decrease due to the sale of the Dermacosmetics Business that completed in April 2026;
•$19.8 million decrease, or 7.5%, due primarily to lower net sales of Oral Care products; partially offset by
•$3.6 million increase from favorable foreign currency translation.
Segment operating income increased $11.0 million, or 23.6%, due primarily to a $12.5 million decrease in operating expenses driven by lower costs as a result of the Operational Enhancement Program, partially offset by lower net sales flow through.
Interest expense, net, Other (income) expense, net and Loss on extinguishment of debt
Three Months Ended Six Months Ended
(in millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Interest expense, net $ 38.4 $ 39.6 $ 79.3 $ 78.6
Other (income) expense, net $ (120.5) $ 2.6 $ (126.5) $ 2.2
Loss on extinguishment of debt $ 0.1 $ — $ 1.4 $ —
Interest expense, net
Interest expense, net during the three and six months ended June 27, 2026 was comparable to the prior year periods.
Other (income) expense, net
The $123.0 million and $128.7 million increase in Other (income) expense, net during the three and six months ended June 27, 2026, respectively, compared to the prior year periods was due primarily to the gain on sale related to the divestiture of the Dermacosmetics Business (refer to Item 1. Note 3).
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Interest expense, net Other and Change in financial assets
Loss on extinguishment of debt
The loss on extinguishment of debt recognized during the six months ended June 27, 2026 is a result of the Amended and Restated Credit Agreement (refer to Item 1. Note 11).
Income Taxes (Consolidated)
The effective tax rates were as follows:
Three Months Ended Six Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
16.0 % 115.7 % 0.6 % 103.6 %
The effective tax rate on pre-tax income for the three months ended June 27, 2026, decreased when compared to the effective tax rate on pre-tax income for the three months ended June 28, 2025, primarily due to increases in our reserves for uncertain tax positions in 2025 and changes in jurisdictional mix of earnings, offset by impacts related to the Dermacosmetics Business divestiture in 2026.
The effective tax rate on pre-tax loss for the six months ended June 27, 2026, decreased when compared to the effective tax rate on pre-tax income for the six months ended June 28, 2025, primarily due to a reduction in our reserves for uncertain tax positions in 2026, the impact of goodwill impairments in 2026, offset by impacts related to the Dermacosmetics Business divestiture in 2026 and increases in our reserves for uncertain tax positions in 2025.
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES
Overview
We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate other available financing sources including term and revolving bank credit and securities offerings. In determining our future capital requirements, we regularly consider, among other factors, known trends and uncertainties, such as the geopolitical environment, inflation and interest rates, the status of material contingent liabilities, recent financial market volatility, tariffs and potential tariff and trade policies and other uncertainties. Subject to relevant restrictions under our debt agreements, our cash requirements for other purposes and other factors management deems relevant, we may from time to time use available funds to redeem, repurchase or refinance our debt in privately negotiated or open market transactions, by tender offer or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms we deem appropriate (which may be below par).
Based on the foregoing, management believes that our operations and borrowing resources are sufficient to provide for our short-term and long-term capital requirements, as described below. However, an adverse result with respect to our appeal of any material outstanding tax assessments or litigation, including securities or drug pricing matters and product liability cases, damages resulting from third-party claims, and related interest and/or penalties, could ultimately require the use of corporate assets to pay such assessments and any such use of corporate assets would limit the assets available for other corporate purposes. As such, we continue to evaluate the impact of the above factors on liquidity and may determine that modifications to our capital structure are appropriate if market conditions deteriorate, favorable capital market opportunities become available, or any change in conditions relating to the war in Ukraine and conflicts in the Middle East, a government shutdown in the United States or elsewhere, inflation and interest rates, the status of material contingent liabilities, financial market volatility, tariffs, potential tariff and trade policies or other uncertainties have a material impact on our capital requirements.
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Financial Condition, Liquidity and Capital Resources
Cash and Cash Equivalents
(in millions) June 27, 2026 December 31, 2025
Cash and cash equivalents $ 399.7 $ 531.6
Working capital(1) $ 1,008.7 $ 1,043.7
(1) Working capital represents current assets less current liabilities, excluding cash and cash equivalents, assets and liabilities held for sale and current indebtedness.
Cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities are expected to be sufficient to finance our liquidity and capital expenditures in both the short and long term. Although our lenders have made commitments to make funds available to us in a timely fashion under our revolving credit agreements and overdraft facilities, if economic conditions worsen or new information becomes publicly available impacting the institutions’ credit rating or capital ratios, these lenders may be unable or unwilling to lend money pursuant to our existing credit facilities. Should our outlook on liquidity requirements change substantially from current projections, we may seek additional sources of liquidity in the future.
Cash Flows
The following table includes summarized cash flow activities:
Six Months Ended
(in millions) June 27, 2026 June 28, 2025 $ Change
Net cash (for) from operating activities $ (31.0) $ 11.4 $ (42.4)
Net cash from (for) investing activities 337.0 (29.5) 366.5
Net cash for financing activities (434.2) (115.8) (318.4)
Effect of exchange rate changes on cash and cash equivalents (6.1) 29.3 (35.4)
Net decrease in cash and cash equivalents $ (134.2) $ (104.6) $ (29.6)
Net cash (for) from Operating Activities
The $42.4 million decrease in operating cash flow was primarily driven by a decrease in cash flow from the change in net earnings after adjustments for items including impairment, depreciation and amortization, gain (loss) on sale of business and restructuring, partially offset by a decrease in working capital.
Net cash from (for) Investing Activities
The $366.5 million increase in investing cash flow was due primarily to proceeds received associated with the sale of the Dermacosmetics Business (refer to Item 1. Note 3).
Net cash for Financing Activities
The $318.4 million decrease in financing cash flow was primarily driven by additional one-time payments made on our outstanding debt (refer to Item 1. Note 11).
Borrowings and Capital Resources
Credit Agreements
On April 20, 2022, we and our indirect wholly owned subsidiary, Perrigo Investments, LLC (the “Borrower”) entered into the senior secured credit facilities, which consisted of (i) a $1.0 billion five-year revolving credit facility (the “Revolver”), (ii) a $500.0 million five-year Term Loan A facility (the “Term Loan A Facility” and the Term A Loans thereunder, the “Term A Loans”), and (iii) a $1.1 billion seven-year Term Loan B facility (the “Term Loan B Facility” and the Term B Loans thereunder borrowed on April 20, 2022, the “2022 Term B Loans”, pursuant to a Credit Agreement (the “Credit Agreement”).
On December 15, 2023, we and the Borrower entered into Amendment No. 1 and Incremental Assumption
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Financial Condition, Liquidity and Capital Resources
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 Unlimited Company (“Perrigo Finance”), a public unlimited company incorporated under the laws of Ireland and an indirect wholly-owned finance subsidiary of Perrigo 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 interest rate and increased the discount by $1.5 million. The Term B Loans will mature on April 20, 2029.
On March 20, 2026, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Perrigo Investments, the other subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A. and J. P. Morgan SE, as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent and the other lenders party thereto. The Amended and Restated Credit Agreement amends and restates the Credit Agreement to, among other things, (i) extend the maturity of the Revolving Facility (defined below), (ii) eliminate the credit spread adjustment applicable to loans under the Revolving Facility and (iii) amend such other provisions of the Credit Agreement for the benefit of the Company. The Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility maturing on March 20, 2031 (the “Revolving Facility”) and a $972.4 million term loan B facility maturing on April 20, 2029 (the “Term Loan B Facility” and together with the Revolving Facility, the “Senior Secured Credit Facilities”). The outstanding balance and maturity date of the Term Loan B Facility remain unchanged under the Amended and Restated Credit Agreement. The Company used the proceeds from a drawdown on the Revolving Facility to prepay the Term A Loans (as defined in the Credit Agreement) in their entirety, together with any accrued and unpaid interest and fees thereon and pay any associated transaction costs. Refer to Item 1. Note 11.
As of June 27, 2026, we had $970.0 million outstanding under our Term Loan B Facility. As of December 31, 2025, we had $1,394.3 million outstanding under our Term Loan A Facility and Term Loan B Facility. Our short-term debt as of June 27, 2026 of $11.4 million is comprised of (i) amortization payments for the Term B Loans and (ii) lease payments.
Using proceeds received as a result of the Dermacosmetics Business sale, a payment was made in the amount of $335.0 million on the Revolving Facility during the three months ended June 27, 2026. As of June 27, 2026, borrowings outstanding under the Revolving Facility totaled $92.6 million. There were no borrowings outstanding under the Revolver as of December 31, 2025.
The interest rate net of derivatives results in a fixed rate on a substantial portion of our long-term debt, the earliest of which matures in April 2029.
We are in compliance with all the covenants under our debt agreements as of June 27, 2026.
Other Financing
We have overdraft facilities available that we may use to support our cash management operations. There were no material borrowings outstanding under the overdraft facilities as of June 27, 2026 or December 31, 2025.
Leases
We had $176.0 million and $190.5 million of lease liabilities and $166.2 million and $179.3 million of lease assets as of June 27, 2026 and December 31, 2025, respectively. For information on our operating and finance lease obligations and the amount and timing of future payments refer to Item 1. Note 7.
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Financial Condition, Liquidity and Capital Resources
Credit Ratings
Our credit ratings on June 27, 2026 were Ba3 (negative), B+ (stable), and BB (negative) by Moody's Investors Service ("Moody's"), S&P Global Ratings ("S&P"), and Fitch Ratings Inc. ("Fitch"), respectively.
The interest rate on the 3.150% Senior Notes due 2030 increased from 4.900% to 5.150% for payments made after December 15, 2025 as a result of previous credit rating adjustments. 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 that the interest rate does not exceed 5.150%. This adjustment is contingent upon certain rating events, as outlined in the Note’s Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc and Wells Fargo Bank, National Association, serving as trustee.
Credit rating agencies review their ratings periodically, and therefore, the credit rating assigned to us by each agency may be subject to revision at any time. Accordingly, there can be no assurance that our credit ratings will remain as disclosed above. Factors that can affect our credit ratings include, but are not limited to, changes in operating performance, the economic environment, our financial position, and changes in business strategy. If changes in our credit ratings were to occur, they could impact, among other things, future borrowing costs, access to capital markets, and vendor financing terms. A credit rating is not a recommendation to buy, sell or hold securities.
Guarantor Financial Information
As detailed in Item 1. Note 11, the Guarantor Subsidiaries and the Borrower 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 Borrower and the Company provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.150% Notes due 2030, the 5.375% Euro Notes due 2032, the 6.125% USD 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.
Basis of Presentation
The following tables include summarized financial information of the obligor groups of debt issued by Perrigo Finance and the Company. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with U.S. GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.
The summarized balance sheet information for the consolidated obligor group of debt issued by Perrigo Finance and the Company is presented in the table below:
June 27, 2026 December 31, 2025
Current assets $ 1,754.1 $ 1,919.1
Non-current assets $ 2,693.8 $ 3,959.8
Current liabilities $ 807.4 $ 720.6
Non-current liabilities $ 9,911.3 $ 10,216.1
Due to non-guarantors $ 6,257.9 $ 6,020.6
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Financial Condition, Liquidity and Capital Resources
The summarized results of operations information for the consolidated obligor group of debt issued by Perrigo Finance and the Company is presented in the table below:
Six Months Ended
June 27, 2026
Total revenues $ 1,430.1
Gross profit $ 393.3
Operating income (loss) $ (356.2)
Net income (loss) $ (373.4)
Revenue from non-guarantors $ 183.2
Operating expenses to non-guarantors $ 0.2
Other (income) expense to non-guarantors $ (55.6)
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Contractual Obligations
There were no material changes in contractual obligations as of June 27, 2026 from those provided in our 2025 Form 10-K.
Significant Accounting Policies
There have been no material changes to the significant accounting policies as disclosed in our 2025 Form 10-K.
Critical Accounting Estimates
The determination of certain amounts in our financial statements requires the use of estimates. These estimates are based upon our historical experiences combined with management’s understanding of current facts and circumstances. Although the estimates are considered reasonable based on the currently available information, actual results could differ from the estimates we have used. There have been no material changes to the critical accounting estimates as disclosed in our 2025 Form 10-K other than those discussed below.
Goodwill
During the first quarter of 2026, we changed our reporting segments to align with changes in the organization structure. As we transitioned from a geographic segment reporting structure to one that is product category based, our reporting units changed from Consumer Self Care Americas and Consumer Self Care International to Self Care, Skin Health, Women’s Health, Infant Formula, Oral Care, and Other. In connection with the segment reorganization, we prepared a quantitative goodwill impairment test based on the new reporting units as of January 1, 2026. We determined that the carrying value of the Women’s Health, Infant Formula, and Oral Care reporting units exceeded their estimated fair values. As a result, we recognized a goodwill impairment charge of $77.4 million for the Women’s Health reporting unit, resulting in a remaining goodwill balance of $107.1 million as of March 28, 2026. We also fully impaired the Infant Formula and Oral Care reporting units, recording goodwill impairment charges of $66.3 million and $187.2 million, respectively. We continue to monitor the Self Care, Skin Health, and Women’s Health reporting units for indicators of impairment and will perform impairment assessments as required, including our annual impairment testing during the fourth quarter.
The cash flow forecasts used for our reporting units include assumptions about future activity levels in the near term and longer-term. If growth in our reporting units is lower than expected, we may experience deterioration in our cash flow forecasts that may indicate goodwill in one or more reporting units is impaired in future impairment tests. Certain macroeconomic factors which are not controlled by the reporting units, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. An increase in the discount rate could negatively impact
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Critical Accounting Estimates
the estimated fair value of the reporting units and lead to future impairment. Furthermore, our estimates of fair value give consideration to the level of implied control premium, which is the amount a buyer is willing to pay over the current market price of a company (i.e. market capitalization) to acquire a controlling interest. We have experienced significant decreases in our market capitalization. We may experience further sustained decreases in our market capitalization which could imply an impairment of one or more of our reporting units. Each of the reporting unit fair value includes material benefits from our Corporate-led initiatives and, as a result, is sensitive to changes in estimates related to these initiatives. Reductions in the net projected benefits could represent a potential indicator of impairment requiring further impairment analysis.
We performed sensitivity analyses on the discounted cash flow valuations that were prepared to estimate the fair value of each reporting unit with goodwill remaining. The Self Care reporting unit continued to have passing margin with a 100 basis point increase in discount rate or a 100 basis point decrease in perpetual revenue growth rates. The Skin Health reporting unit’s fair value indicated impairment with a 25 basis point increase in discount rate and a 75 basis point decrease in perpetual revenue growth rates. The Women’s Health fair value equals its carrying value and therefore is sensitive to any negative change in discount rates and perpetual revenue growth rates.
The Women’s Health and the Skin Health reporting units have passing margins of less than 10%. An increase in the discount rate over the next twelve months could negatively impact the estimated fair values of the reporting units and lead to a future impairment. Certain macroeconomic factors which are not controlled by the reporting units, such as rising inflation or interest rates, could cause an increase in the discount rate to occur. Deterioration in performance of our reporting units over the next twelve months, such as lower than expected revenue or profitability that has a sustained impact on future periods, could also represent potential indicators of impairment requiring further impairment analysis. We have experienced significant decreases in our market capitalization. Given the sensitivity of assumptions on control premium, further decreases in our market capitalization in the next twelve months, could represent a potential impairment indicator requiring further impairment analysis.
See Item 1. Note 8 and Note 9 for further information.