COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Jun. 27, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES In view of the inherent difficulties of predicting the outcome of various types of legal proceedings, we cannot determine the ultimate resolution of the matters described below. We establish reserves for litigation and regulatory matters when losses associated with the claims become probable and the amounts can be reasonably estimated. The actual costs of resolving legal matters may be substantially higher or lower than the amounts reserved for those matters. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated as of June 27, 2026, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to have, individually or in the aggregate, a material adverse effect on our financial condition, results of operations, or cash flows. Price-Fixing Lawsuits Related to the Company's Former Rx Business Beginning in 2016, the Company, along with other manufacturers, was named as a defendant in lawsuits in the United States and Canada generally alleging anticompetitive conduct with respect to the sale of generic drugs by the Company’s former Rx business. The complaints have been filed by putative classes of direct purchasers, end payors, and indirect resellers, as well as individual direct and indirect purchasers that have opted out of the putative classes, including pharmacies, health insurers, hospitals, self-insured employers, retail customers and certain cities and counties. The complaints allege a conspiracy to fix, maintain, stabilize, and/or raise prices, rig bids, and allocate markets or customers for various generic drugs in violation of federal and state antitrust and consumer protection laws. There are 50 complaints naming Perrigo entities as defendants that are currently pending in the MDL court and several other state and federal courts. Five additional complaints naming Perrigo entities as defendants were filed in 2025 by certain pharmacy chains, health insurers and self-insured employers. Perrigo was dismissed with prejudice from the case in Canada in February 2026. While most of the class complaints involve alleged single-drug conspiracies, the three putative classes and many of the opt-out plaintiffs have each filed over-arching conspiracy complaints alleging that Perrigo and other manufacturers (and some individuals) entered into an “overarching conspiracy” that involved allocating customers, rigging bids, and raising, maintaining, and fixing prices for various products. The vast majority of the lawsuits described in this section have been consolidated in the In re Generic Pharmaceuticals Pricing Antitrust Litigation multidistrict litigation (“MDL”) MDL No. 2724 (United States District Court for the Eastern District of Pennsylvania). The MDL Court initially designated three sets of cases to proceed as the first phase of “bellwethers,” meaning that they will proceed on a more expedited basis than the other cases in the MDL. Those cases are (a) class actions alleging “single drug” conspiracies, one set involving Clobetasol and one set involving Clomipramine; and (b) the third Complaint filed by the State Attorneys General alleging an overarching conspiracy concerning various topical products (described below). Perrigo was initially named as a defendant in the Clobetasol class bellwether cases, but the classes voluntarily dismissed their claims against Perrigo relating to “single drug” conspiracies involving Clobetasol in May 2023. The court certified classes of direct and “end-user” customers of the products at issue in the bellwether class cases on March 7, 2025. The Third Circuit accepted an appeal of the class certification decisions in the class bellwether cases on June 17, 2025. That appeal remains pending. All district court proceedings in those cases are stayed pending resolution of that appeal. Summary judgment motions in the State bellwether case were initially filed in September 2024, and briefing on those motions is complete. The district court denied motions for summary judgment concerning claim splitting, the alleged overarching conspiracy and statutes of limitations and granted in part and denied in part a motion for summary judgment concerning the damages, civil penalties, and other remedies that the states may seek. Several additional summary judgment motions, including Perrigo's company-specific summary judgment motion, remain to be decided. The case is set for trial beginning on February 3, 2027. On October 15, 2024, the MDL Court selected the first multi-drug complaint brought by direct action plaintiff Humana, Inc., which names Perrigo as a defendant, to proceed in the second phase of bellwether cases in the MDL. In June 2026, Perrigo reached an agreement to settle the claims asserted by Humana in that bellwether case and two other cases filed by Humana. On September 26, 2025, the MDL Court selected three additional multi-drug complaints brought by direct action plaintiffs Kroger Co., Cigna Corp., and CVS Pharmacy, Inc., each of which names Perrigo as a defendant, to proceed in the third phase of bellwether cases in the MDL. The Court in February 2026 issued orders designating portions of the complaints in the Kroger and Cigna cases as bellwethers with the trials in those bellwethers set to start in August 2027 and January 2028, respectively, and setting schedules for the remaining pretrial deadlines in those cases. No trial date has been set for the CVS bellwether case. As of June 27, 2026, we reported a liability for the claims listed in the “Price-Fixing Lawsuits Related to the Company's Former Rx Business” section above for the reasonable estimates of probable loss (refer to Note 4). We intend to defend each of these lawsuits vigorously. Securities Litigation In the United States (cases related to events in 2023-2025) On November 17, 2025, a purported securities class action complaint was filed against the Company and our current CFO, Eduardo Bezerra, former CEO, Patrick Lockwood-Taylor, and former CEO, Murray Kessler, in the U.S. District Court for the Southern District of New York (Tanner French v. Perrigo Company plc, et al., filed 11/17/2025). The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 based on statements made by the Company and its current and former executives related to our infant formula business and the strategic review of the business announced in November 2025 on behalf of a purported class of shareholders for the period from November 1, 2022 through November 5, 2025, inclusive. Pursuant to the Private Securities Litigation Reform Act of 1995, on February 13, 2026, the Court appointed the International Brotherhood of Teamsters Local No. 710 Pension Fund as Lead Plaintiff and approved Cohen Milstein to serve as lead counsel for the proposed class. On May 1, 2026, Lead Plaintiff filed an Amended Complaint. We intend to defend the lawsuit vigorously. Other Matters Talcum Powder The Company has been named, together with other manufacturers, in product liability lawsuits in a variety of state courts alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to alleged asbestos contamination of the raw material talc. The majority of these cases involve legacy talcum powder products that have not been manufactured by the Company since 1999. As of the date of these financial statements, the Company is currently named in approximately 220 pending lawsuits seeking compensatory and punitive damages. This number reflects recent group resolutions. Nationwide the number of new cases against manufacturers and retailers of talc-containing products alleging injury related to asbestos-contaminated talc continues to grow. The rate of filings against the Company is consistent with this trend and has increased as well; approximately 115 new complaints were filed against the Company in the first half of 2026. The Company has several defenses and continues to both vigorously defend these lawsuits and explore various means of expeditiously resolving these claims before trial, including through dismissals and settlements of certain plaintiffs' claims. Trials for these lawsuits are currently scheduled throughout 2026 and 2027. There are currently over 30 trials set for these cases through the end of 2026. The Company continues to evaluate these cases and vigorously defend itself against such claims while pursuing resolution of certain of the claims, including through dismissals and settlement. The Company’s retailer customers that are also named in the litigation are seeking indemnity from the Company, including for their defense costs and liability relating to these cases. Ranitidine After regulatory bodies announced worldwide that ranitidine may potentially contain N-nitrosodimethylamine (“NDMA”), the Company promptly began testing its externally-sourced ranitidine Active Pharmaceutical Ingredients (“API”) and ranitidine-based products. On October 8, 2019, the Company halted shipments of those products based upon preliminary results and on October 23, 2019, the Company made the decision to conduct a voluntary retail market withdrawal. In February 2020, the resulting actions involving Zantac® and other ranitidine products were transferred for coordinated pretrial proceedings to an MDL (In re Zantac®/Ranitidine Products Liability Litigation, MDL No. 2924) in the U.S. District Court for the Southern District of Florida. The Company successfully moved to dismiss the first set of Master Complaints in the MDL based on federal preemption, which the Court granted without prejudice. After the filing of Amended Complaints, on June 30, 2021, the Court again dismissed all claims against the retail and distributor defendants with prejudice and on July 8, 2021, the Court again dismissed all claims against the Company, this time with prejudice. Appeals of these dismissal orders to the U.S. Court of Appeals for the 11th Circuit have been filed. In December 2022, the Court granted in full the brand defendants' Daubert motions, finding that Plaintiffs' causation experts' opinions were unreliable and thus inadmissible. The Court later ruled that it was appropriate to apply the same expert causation standards to the retail and distributor defendants as well as the generic defendants, and the Court thereby ruled that its Daubert decision barring Plaintiffs' expert opinions applied equally to these defendants as well. Thus, the Court's rulings on both federal preemption and scientific causation grounds dismissed all claims against the Company on two independent grounds and are also binding on all claims remaining in the MDL Census Registry. Appeals of these orders have been filed to the 11th Circuit and oral arguments were held on October 10, 2025. The Company continues to vigorously defend itself against such claims at the appellate level. As noted above, the Company has won multiple motions to dismiss in the MDL. The Company has also won motions to dismiss at the state-court level, most recently in Illinois where the Circuit Court granted in full the Company's motions to dismiss based on federal preemption. The Company has also been dismissed from additional state court actions in California, Pennsylvania, Illinois, Ohio, New York, New Jersey, North Carolina, and Maryland. Plaintiffs elected not to appeal any of those state-court dismissals, with the exception of Illinois (where the Company prevailed on appeal). In April 2025, the Company reached a settlement in principle in the Illinois state court lawsuits, including in the sole case on appeal. The pending settlement is for an immaterial amount and is expected to be fully funded by insurance. Other than the MDL and state court matters that have been dismissed at the trial court level, as of the date of these financial statements, the Company was also named in approximately 190 personal injury lawsuits in the state of California. In November 2024, the Company reached a settlement in principle in each of the remaining Ranitidine California state court lawsuits. The pending settlement is for an immaterial amount and is expected to be fully funded by insurance. In March 2025, a New Mexico state court granted in full Perrigo’s Motion to Dismiss a ranitidine action against the Company by the New Mexico Attorney General based on nuisance and negligence theories for lack of personal jurisdiction. The New Mexico Attorney General did not appeal that decision, which ended the case against the Company. With the dismissal of the New Mexico action, there are no active lawsuits against the Company with respect to ranitidine at the trial court level, in state or federal court. Some of the Company’s retailer customers are seeking indemnity from the Company for a portion of their defense costs and liability relating to these cases. Acetaminophen In October 2022, the Judicial Panel on Multidistrict Litigation consolidated a number of pending actions filed in various federal courts alleging that prenatal exposure to acetaminophen is purportedly associated with the development of autism spectrum disorder (“ASD”) and attention-deficit/hyperactivity disorder (“ADHD”). The acetaminophen MDL is styled In re: Acetaminophen – ASD/ADHD Products Liability Litigation (MDL No. 3043) and is pending before the U.S. District Court for the Southern District of New York. Plaintiffs in the MDL asserted claims against Johnson & Johnson Consumer, Inc. (“JJCI”) (now known as Kenvue Brands LLC) and various retailer chains alleging that plaintiff-mothers took acetaminophen products while pregnant and that plaintiff-children developed ASD and/or ADHD as a result of prenatal exposure to these acetaminophen products. As of the date of these financial statements, the Company has not been named as a defendant in any Complaints filed in the MDL. Certain of the Company’s customers have made requests regarding indemnity from the Company for a portion of their defense costs and potential liability. The Company has agreed to defense cost-sharing arrangements with certain retailer customers. On December 18, 2023, the MDL court granted in full defendants' motions to exclude testimony of Plaintiffs' general causation expert witnesses, finding Plaintiffs presented no reliable evidence of scientific causation between prenatal ingestion of acetaminophen and ASD or ADHD in children. Final judgment has been entered as to the majority of pending cases with an appeal proceeding in the Second Circuit. A small minority of cases were exempted from the Court’s dismissal to enable Plaintiffs to present an additional expert to be evaluated through a similar process as the larger majority to determine if they can withstand scientific causation through this new expert. However, on July 10, 2024, the Court granted in full defendants' motion to exclude testimony of Plaintiffs' new general causation expert witness in this subset of carve out cases for similar reasons as the Court's December 2023 Order. Final judgment was entered against the Plaintiffs in those carve out cases, which have now been appealed to the Second Circuit. The appeals before the Second Circuit were fully briefed and argument was held on November 17, 2025. On July 13, 2026, the Second Circuit issued an Order vacating the MDL Court’s Orders excluding each of Plaintiffs’ general causation expert witnesses pursuant to Rule 702. The Second Circuit held that the MDL Court exceeded its discretion as gatekeeper in excluding three of Plaintiffs’ original five experts including their primary epidemiology expert, but found that the MDL Court was within its discretion in excluding the remaining two experts in pharmacology and teratology. The Second Circuit also concluded that the MDL Court correctly declined to dismiss the cases on the grounds that the Plaintiffs’ failure to warn claims were preempted, based on warnings requirements. If no appellate relief is sought by a party or is denied, the cases will be remanded to the MDL Court for further proceedings consistent with the Second Circuit opinion. Currently, it is not possible to assess reliably the outcome of these cases or reasonably estimate any potential future financial impact on the Company. There are state court actions pending in California, Illinois and Florida against the manufacturers of Tylenol, and against certain retailer defendants for the sale of store brand acetaminophen. At this time, the Company is not named in any state court action, and no state court case has proceeded to trial. Phenylephrine In September 2023, the Food and Drug Administration’s (“FDA”) Advisory Committee on Nonprescription Drugs issued an advisory opinion calling into question the efficacy of orally administered phenylephrine (“PE”) containing products as a nasal decongestant. While the FDA itself has thus far taken no action in response to the Advisory Committee opinion, several putative class action lawsuits were filed asserting various economic injury claims to consumers. These actions were consolidated into an MDL (In re: Oral Phenylephrine Marketing and Sales Practices Litigation, MDL No. 3089), pending in the U.S. District Court for the Eastern District of New York. The Court permitted Plaintiffs to file a streamlined and consolidated bellwether complaint for purposes of testing the Plaintiffs’ case and enabling briefing on threshold issues. Defendants filed a consolidated motion to dismiss, and the Court heard oral argument in September 2024. In October 2024, the Court dismissed in its entirety Plaintiffs’ Streamlined and Consolidated Bellwether Complaint, finding that all of Plaintiffs’ claims regarding PE were preempted by federal law, and separately dismissing Plaintiffs’ RICO claims for lack of standing. Final judgment was entered and Plaintiff filed a Notice of Appeal to the Second Circuit. Appellate briefing is complete, and oral argument was held on March 4, 2026. The Second Circuit issued its decision on July 30, 2026. The Court affirmed dismissal of the majority of Plaintiffs’ state law claims on preemption grounds and dismissed the RICO claims entirely. The Court vacated dismissal of the “Maximum Strength” labeling claims and any claims relating to NDA-approved PE products, remanding both for further proceedings. Individual arbitrations involving similar efficacy allegations have also been threatened or initiated against certain retailers in various arbitral forums. Some of the Company's retail customers sought indemnity and defense costs from the Company relating to these cases. Agreements are in place to resolve these matters. PLD & Conry Litigation Perrigo Company plc, L. Perrigo Company, and PBM Nutritionals, LLC (collectively, the “Perrigo Defendants”) are defendants in two pending litigations, P&L Development, LLC v. Gerber Products Company, et al. (the “PLD Action”), and Conry, et al. v. Gerber Products Company, et al. (the “Conry Action” and together with the PLD Action, the “Actions”), both of which are pending in the U.S. District Court for the Eastern District of New York. The PLD Action was brought by P&L Development, LLC (“PLD”), and the Conry Action was brought by a proposed class of Store Brand infant formula purchasers (the “Conry Plaintiffs”). Gerber Products Company (“Gerber”) is a co-defendant in both Actions. The Actions involve allegations that PLD entered into a memorandum of understanding with Gerber for Gerber to supply PLD with infant formula with which to compete with Perrigo, and that Gerber allegedly repudiated that commitment because of an agreement with the Perrigo Defendants, which unreasonably restrained trade in violation of Section 1 of the Sherman Act. The Actions also involve allegations that the Perrigo Defendants’ acquisition of the Gateway infant formula manufacturing facility from Gerber was anticompetitive. Perrigo has reached an agreement in principle with both PLD and the Conry Plaintiffs to settle all claims against Perrigo in both the PLD Action and the Conry Action. Perrigo, PLD, and the Conry Plaintiffs are preparing final settlement agreements and the court has stayed the PLD Action and the Conry Action against Perrigo in the interim. The PLD Action and the Conry Action are proceeding with respect to Gerber. Fact discovery is closed, expert discovery is ongoing, and class certification and summary judgment have yet to be briefed. Contingencies Accruals As a result of the matters discussed in this Note, the Company has established a loss accrual for litigation contingencies where we believe a loss to be probable and for which an amount of loss can be reasonably estimated. Except as otherwise discussed for specific matters above, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to inherent uncertainties of litigation. As of June 27, 2026, the loss accrual for litigation contingencies reflected on the Condensed Consolidated Balance Sheet in Other accrued liabilities was $91.9 million, inclusive of the accrual related to Discontinued Operations. The Company also recorded a recovery receivable reflected on the Condensed Consolidated Balance Sheets in Prepaid expenses and other current assets of $48.4 million, inclusive of the recovery receivable related to Discontinued Operations, as of June 27, 2026. The Company’s management believes these accruals for contingencies are reasonable and sufficient based upon information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates, nor any assurance as to the amount of such final costs that may be covered by insurance. In addition, we have other litigation matters pending for which we have not recorded any accruals because our potential liability for those matters is not probable or cannot be reasonably estimated based on currently available information. For those matters where we have not recorded an accrual but a loss is reasonably possible, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to the inherent uncertainties of litigation.
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