x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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98-1088325
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if smaller reporting company)
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Smaller reporting company
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o
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Page
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PART I.
|
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial Statements (Unaudited).
|
|
|
Condensed Consolidated Statements of Income for the three and six months ended March 27, 2015 and March 28, 2014.
|
|
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Condensed Consolidated Statements of Comprehensive Income for the three and six months ended March 27, 2015 and March 28, 2014.
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Condensed Consolidated Balance Sheets as of March 27, 2015 and September 26, 2014.
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Condensed Consolidated Statements of Cash Flows for the six months ended March 27, 2015 and March 28, 2014.
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Condensed Consolidated Statement of Changes in Shareholders' Equity for the period September 26, 2014 to March 27, 2015.
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Notes to Condensed Consolidated Financial Statements.
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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Item 4.
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Controls and Procedures.
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PART II.
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OTHER INFORMATION
|
|
Item 1.
|
Legal Proceedings.
|
|
Item 1A.
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Risk Factors.
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
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Item 3.
|
Defaults Upon Senior Securities.
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Item 4.
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Mine Safety Disclosures.
|
|
Item 5.
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Other Information.
|
|
Item 6.
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Exhibits.
|
|
SIGNATURES
|
Item 1.
|
Financial Statements.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
Net sales
|
$
|
909.9
|
|
|
$
|
557.8
|
|
|
$
|
1,776.2
|
|
|
$
|
1,098.0
|
|
Cost of sales
|
421.4
|
|
|
295.2
|
|
|
849.0
|
|
|
579.8
|
|
||||
Gross profit
|
488.5
|
|
|
262.6
|
|
|
927.2
|
|
|
518.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
343.5
|
|
|
194.1
|
|
|
606.0
|
|
|
340.3
|
|
||||
Research and development expenses
|
47.0
|
|
|
41.4
|
|
|
89.4
|
|
|
80.4
|
|
||||
Separation costs
|
—
|
|
|
2.6
|
|
|
—
|
|
|
4.8
|
|
||||
Restructuring charges, net
|
3.7
|
|
|
21.7
|
|
|
10.9
|
|
|
29.7
|
|
||||
Gains on divestiture and license
|
(0.9
|
)
|
|
(0.9
|
)
|
|
(1.7
|
)
|
|
(13.8
|
)
|
||||
Operating income
|
95.2
|
|
|
3.7
|
|
|
222.6
|
|
|
76.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(57.4
|
)
|
|
(12.4
|
)
|
|
(106.2
|
)
|
|
(22.2
|
)
|
||||
Interest income
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
|
0.8
|
|
||||
Other income (expense), net
|
4.1
|
|
|
(0.4
|
)
|
|
8.2
|
|
|
(1.0
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
42.3
|
|
|
(8.6
|
)
|
|
125.1
|
|
|
54.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax benefit
|
(34.2
|
)
|
|
(20.3
|
)
|
|
(43.5
|
)
|
|
(3.7
|
)
|
||||
Income from continuing operations
|
76.5
|
|
|
11.7
|
|
|
168.6
|
|
|
58.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of income taxes
|
22.3
|
|
|
(0.1
|
)
|
|
22.9
|
|
|
(0.9
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
98.8
|
|
|
$
|
11.6
|
|
|
$
|
191.5
|
|
|
$
|
57.2
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share (Note 7):
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.66
|
|
|
$
|
0.20
|
|
|
$
|
1.45
|
|
|
$
|
1.00
|
|
Income (loss) from discontinued operations
|
0.19
|
|
|
—
|
|
|
0.20
|
|
|
(0.02
|
)
|
||||
Net income
|
$
|
0.85
|
|
|
$
|
0.20
|
|
|
$
|
1.65
|
|
|
$
|
0.99
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
115.6
|
|
|
58.2
|
|
|
115.2
|
|
|
58.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share (Note 7):
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.65
|
|
|
$
|
0.20
|
|
|
$
|
1.43
|
|
|
$
|
0.99
|
|
Income (loss) from discontinued operations
|
0.19
|
|
|
—
|
|
|
0.19
|
|
|
(0.02
|
)
|
||||
Net income
|
$
|
0.84
|
|
|
$
|
0.20
|
|
|
$
|
1.62
|
|
|
$
|
0.97
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted-average shares outstanding
|
117.2
|
|
|
59.1
|
|
|
116.8
|
|
|
58.7
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
Net income
|
$
|
98.8
|
|
|
$
|
11.6
|
|
|
$
|
191.5
|
|
|
$
|
57.2
|
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(36.5
|
)
|
|
(2.4
|
)
|
|
(58.9
|
)
|
|
(2.0
|
)
|
||||
Unrecognized gain on derivatives, net of $(0.1), $-, ($0.1) and ($0.1) tax
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Unrecognized gain (loss) on benefit plans, net of $0.4, $-,
($0.1)
and $0.1 tax
|
(0.1
|
)
|
|
—
|
|
|
0.9
|
|
|
(0.3
|
)
|
||||
Total other comprehensive loss, net of tax
|
(36.5
|
)
|
|
(2.3
|
)
|
|
(57.8
|
)
|
|
(2.1
|
)
|
||||
Comprehensive income
|
$
|
62.3
|
|
|
$
|
9.3
|
|
|
$
|
133.7
|
|
|
$
|
55.1
|
|
|
March 27,
2015 |
|
September 26,
2014 |
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,053.5
|
|
|
$
|
707.8
|
|
Accounts receivable, less allowance for doubtful accounts of $
8.4
and $6.6
|
556.1
|
|
|
545.6
|
|
||
Inventories
|
348.7
|
|
|
396.6
|
|
||
Deferred income taxes
|
136.2
|
|
|
165.2
|
|
||
Prepaid expenses and other current assets
|
124.5
|
|
|
255.8
|
|
||
Total current assets
|
2,219.0
|
|
|
2,071.0
|
|
||
Property, plant and equipment, net
|
940.9
|
|
|
949.2
|
|
||
Goodwill
|
2,426.1
|
|
|
2,401.9
|
|
||
Intangible assets, net
|
6,858.7
|
|
|
7,112.2
|
|
||
Other assets
|
369.6
|
|
|
330.5
|
|
||
Total Assets
|
$
|
12,814.3
|
|
|
$
|
12,864.8
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
22.4
|
|
|
$
|
21.2
|
|
Accounts payable
|
141.9
|
|
|
128.7
|
|
||
Accrued payroll and payroll-related costs
|
75.1
|
|
|
125.1
|
|
||
Accrued royalties
|
28.0
|
|
|
68.0
|
|
||
Accrued and other current liabilities
|
508.3
|
|
|
561.8
|
|
||
Total current liabilities
|
775.7
|
|
|
904.8
|
|
||
Long-term debt
|
3,966.3
|
|
|
3,951.5
|
|
||
Pension and postretirement benefits
|
116.6
|
|
|
119.1
|
|
||
Environmental liabilities
|
79.0
|
|
|
59.9
|
|
||
Deferred income taxes
|
2,297.0
|
|
|
2,398.6
|
|
||
Other income tax liabilities
|
109.7
|
|
|
122.6
|
|
||
Other liabilities
|
283.9
|
|
|
350.3
|
|
||
Total Liabilities
|
7,628.2
|
|
|
7,906.8
|
|
||
Shareholders' Equity:
|
|
|
|
||||
Preferred shares, $0.20 par value, 500,000,000 authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Ordinary A shares, €1.00 par value, 40,000 authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Ordinary shares, $0.20 par value, 500,000,000 authorized; 117,226,478 and 116,160,353 issued;
116,861,291
and 115,929,588 outstanding
|
23.4
|
|
|
23.2
|
|
||
Ordinary shares held in treasury at cost, 365,187 and 230,765
|
(29.8
|
)
|
|
(17.5
|
)
|
||
Additional paid-in capital
|
5,278.9
|
|
|
5,172.4
|
|
||
Retained earnings
|
(94.3
|
)
|
|
(285.8
|
)
|
||
Accumulated other comprehensive income
|
7.9
|
|
|
65.7
|
|
||
Total Shareholders' Equity
|
5,186.1
|
|
|
4,958.0
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
12,814.3
|
|
|
$
|
12,864.8
|
|
|
Six Months Ended
|
||||||
|
March 27,
2015 |
|
March 28,
2014 |
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
191.5
|
|
|
$
|
57.2
|
|
(Income) loss from discontinued operations, net of income taxes
|
(22.9
|
)
|
|
0.9
|
|
||
Income from continuing operations
|
168.6
|
|
|
58.1
|
|
||
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
301.2
|
|
|
76.7
|
|
||
Share-based compensation
|
65.9
|
|
|
9.4
|
|
||
Deferred income taxes
|
(124.2
|
)
|
|
(12.3
|
)
|
||
Non-cash restructuring charge
|
—
|
|
|
2.6
|
|
||
Other non-cash items
|
(36.7
|
)
|
|
4.1
|
|
||
Changes in assets and liabilities, net of the effects of acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
(29.8
|
)
|
|
79.6
|
|
||
Inventories
|
42.3
|
|
|
(39.0
|
)
|
||
Accounts payable
|
19.1
|
|
|
(34.0
|
)
|
||
Income taxes
|
82.3
|
|
|
0.3
|
|
||
Other
|
(123.2
|
)
|
|
(4.3
|
)
|
||
Net cash provided by operating activities
|
365.5
|
|
|
141.2
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(55.1
|
)
|
|
(50.7
|
)
|
||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
(1,293.2
|
)
|
||
Restricted cash
|
0.4
|
|
|
4.1
|
|
||
Other
|
1.7
|
|
|
8.0
|
|
||
Net cash used in investing activities
|
(53.0
|
)
|
|
(1,331.8
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Issuance of external debt
|
80.0
|
|
|
1,296.8
|
|
||
Repayment of external debt and capital leases
|
(63.5
|
)
|
|
(30.8
|
)
|
||
Debt financing costs
|
(0.4
|
)
|
|
(32.2
|
)
|
||
Excess tax benefit from share-based compensation
|
20.2
|
|
|
4.0
|
|
||
Proceeds from exercise of share options
|
20.6
|
|
|
16.1
|
|
||
Repurchase of shares
|
(12.3
|
)
|
|
(1.8
|
)
|
||
Other
|
(4.0
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
40.6
|
|
|
1,252.1
|
|
||
Effect of currency rate changes on cash
|
(7.4
|
)
|
|
(2.1
|
)
|
||
Net increase in cash and cash equivalents
|
345.7
|
|
|
59.4
|
|
||
Cash and cash equivalents at beginning of period
|
707.8
|
|
|
275.5
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,053.5
|
|
|
$
|
334.9
|
|
|
Ordinary Shares
|
|
Treasury Shares
|
|
Additional
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||
|
Number
|
|
Par
Value
|
|
Number
|
|
Amount
|
|
|
||||||||||||||||||||
Balance at September 26, 2014
|
116.2
|
|
|
$
|
23.2
|
|
|
0.2
|
|
|
$
|
(17.5
|
)
|
|
$
|
5,172.4
|
|
|
$
|
(285.8
|
)
|
|
$
|
65.7
|
|
|
$
|
4,958.0
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191.5
|
|
|
—
|
|
|
191.5
|
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.9
|
)
|
|
(58.9
|
)
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||||
Minimum pension liability, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||||
Share options exercised
|
0.7
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
20.5
|
|
|
—
|
|
|
—
|
|
|
20.6
|
|
||||||
Vesting of restricted shares
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
|
—
|
|
|
20.2
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.9
|
|
|
—
|
|
|
—
|
|
|
65.9
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.3
|
)
|
||||||
Balance at March 27, 2015
|
117.2
|
|
|
$
|
23.4
|
|
|
0.4
|
|
|
$
|
(29.8
|
)
|
|
$
|
5,278.9
|
|
|
$
|
(94.3
|
)
|
|
$
|
7.9
|
|
|
$
|
5,186.1
|
|
1.
|
Background and Basis of Presentation
|
•
|
Specialty Brands
produces and markets branded pharmaceuticals and biopharmaceuticals;
|
•
|
Specialty Generics
produces specialty generic pharmaceuticals and active pharmaceutical ingredients ("API") consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients; and
|
•
|
Global Medical Imaging
manufactures and markets contrast media and delivery systems ("CMDS") and radiopharmaceuticals (nuclear medicine).
|
2.
|
Recently Issued Accounting Standards
|
3.
|
License of Intellectual Property
|
4.
|
Acquisitions and License Agreements
|
|
Questcor
|
|
Cadence
|
||||
Cash and cash equivalents
|
$
|
445.1
|
|
|
$
|
43.2
|
|
Inventory
|
67.9
|
|
|
21.0
|
|
||
Intangible assets
|
5,601.1
|
|
|
1,300.0
|
|
||
Goodwill
|
1,795.7
|
|
|
318.1
|
|
||
Other assets, current and non-current
(1)
|
274.3
|
|
|
18.0
|
|
||
Total assets acquired
|
8,184.1
|
|
|
1,700.3
|
|
||
Current liabilities
(2)
|
169.5
|
|
|
60.1
|
|
||
Unpaid purchase consideration (current)
|
128.8
|
|
|
—
|
|
||
Other liabilities (non-current)
(2)
|
184.8
|
|
|
18.7
|
|
||
Deferred tax liabilities, net (non-current)
|
1,914.5
|
|
|
292.3
|
|
||
Total liabilities assumed
|
2,397.6
|
|
|
371.1
|
|
||
Net assets acquired
|
$
|
5,786.5
|
|
|
$
|
1,329.2
|
|
(1)
|
This amount includes
$87.3 million
and
$14.7 million
of accounts receivable for the Questcor Acquisition and the Cadence Acquisition, respectively, which is also the gross contractual value.
|
(2)
|
These amounts include
$30.0 million
of pre-existing Cadence debt, which the Company repaid upon completion of the Cadence Acquisition.
|
|
Questcor
|
|
Cadence
|
||||
Total consideration, net of cash
|
$
|
5,470.2
|
|
|
$
|
1,286.0
|
|
Plus: cash assumed in acquisition
|
445.1
|
|
|
43.2
|
|
||
Total consideration
|
5,915.3
|
|
|
1,329.2
|
|
||
Less: unpaid purchase consideration
|
(128.8
|
)
|
|
—
|
|
||
Net assets acquired
|
$
|
5,786.5
|
|
|
$
|
1,329.2
|
|
Questcor
|
Amount
|
|
Amortization Period
|
||
Completed technology
|
$
|
5,343.3
|
|
|
18 years
|
Trademark
|
5.2
|
|
|
13 years
|
|
Customer relationships
|
34.3
|
|
|
12 years
|
|
In-process research and development
|
218.3
|
|
|
Non-Amortizable
|
|
|
$
|
5,601.1
|
|
|
|
Cadence
|
Amount
|
|
Amortization Period
|
||
Completed technology
|
$
|
1,300.0
|
|
|
8 years
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Questcor
|
$
|
259.5
|
|
|
$
|
—
|
|
|
$
|
547.3
|
|
|
$
|
—
|
|
Cadence
|
68.1
|
|
|
5.3
|
|
|
139.5
|
|
|
5.3
|
|
||||
|
$
|
327.6
|
|
|
$
|
5.3
|
|
|
$
|
686.8
|
|
|
$
|
5.3
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Questcor
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
88.5
|
|
|
$
|
—
|
|
Cadence
|
(32.3
|
)
|
|
(9.0
|
)
|
|
(41.6
|
)
|
|
(9.0
|
)
|
||||
|
$
|
(25.0
|
)
|
|
$
|
(9.0
|
)
|
|
$
|
46.9
|
|
|
$
|
(9.0
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
Intangible asset amortization
|
|
|
|
|
|
|
|
||||||||
Questcor
|
$
|
75.4
|
|
|
$
|
—
|
|
|
$
|
150.8
|
|
|
$
|
—
|
|
Cadence
|
40.7
|
|
|
4.8
|
|
|
81.3
|
|
|
4.8
|
|
||||
|
$
|
116.1
|
|
|
$
|
4.8
|
|
|
$
|
232.1
|
|
|
$
|
4.8
|
|
•
|
increased amortization expense related to the intangible assets acquired in the acquisitions;
|
•
|
increased interest expense to reflect the fixed-rate senior unsecured notes and variable-rate term loan entered into in connection with the Questcor Acquisition (utilizing the interest rate in effect at the acquisition date of
3.50%
) and the variable-rate term loan and revolving credit facility entered into in connection with the Cadence Acquisition (utilizing the interest rate in effect at the acquisition date of
3.50%
), including interest and amortization of deferred financing costs and original issue discount; and
|
•
|
the related income tax effects.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
March 28,
2014 |
|
March 28,
2014 |
||||
Net sales
|
$
|
815.3
|
|
|
$
|
1,633.7
|
|
Net income
|
10.2
|
|
|
70.5
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
0.09
|
|
|
$
|
0.62
|
|
Diluted earnings per share
|
0.09
|
|
|
0.61
|
|
5.
|
Restructuring and Related Charges
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
Specialty Brands
|
$
|
0.9
|
|
|
$
|
2.1
|
|
|
$
|
15.1
|
|
|
$
|
2.1
|
|
Specialty Generics
|
2.7
|
|
|
0.6
|
|
|
2.7
|
|
|
0.6
|
|
||||
Global Medical Imaging
|
0.2
|
|
|
18.5
|
|
|
(7.1
|
)
|
|
26.6
|
|
||||
Corporate
|
—
|
|
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
||||
Restructuring and related charges, net
|
3.8
|
|
|
21.7
|
|
|
11.1
|
|
|
29.8
|
|
||||
Less: accelerated depreciation
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Restructuring charges, net
|
$
|
3.7
|
|
|
$
|
21.7
|
|
|
$
|
10.9
|
|
|
$
|
29.7
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
2013 Mallinckrodt Program
|
$
|
2.9
|
|
|
$
|
22.6
|
|
|
$
|
(2.0
|
)
|
|
$
|
30.9
|
|
Acquisitions
|
0.9
|
|
|
(0.4
|
)
|
|
13.1
|
|
|
(0.4
|
)
|
||||
Other
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
Total
|
3.8
|
|
|
21.7
|
|
|
11.1
|
|
|
29.8
|
|
||||
Less: non-cash charges, including accelerated share-based compensation expense
|
(1.0
|
)
|
|
(2.6
|
)
|
|
(7.9
|
)
|
|
(2.7
|
)
|
||||
Total charges expected to be settled in cash
|
$
|
2.8
|
|
|
$
|
19.1
|
|
|
$
|
3.2
|
|
|
$
|
27.1
|
|
|
2013 Mallinckrodt Program
|
|
Acquisitions
|
|
Other
|
|
Total
|
||||||||
Balance at September 26, 2014
|
$
|
26.6
|
|
|
$
|
7.9
|
|
|
$
|
0.4
|
|
|
$
|
34.9
|
|
Charges
|
5.8
|
|
|
6.3
|
|
|
—
|
|
|
12.1
|
|
||||
Changes in estimate
|
(7.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(8.9
|
)
|
||||
Cash payments
|
(14.7
|
)
|
|
(11.3
|
)
|
|
(0.1
|
)
|
|
(26.1
|
)
|
||||
Reclassifications
(1)
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||
Currency translation
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||
Balance at March 27, 2015
|
$
|
7.8
|
|
|
$
|
1.9
|
|
|
$
|
0.3
|
|
|
$
|
10.0
|
|
(1)
|
Represents the reclassification of pension and other postretirement benefits from restructuring reserves to pension and postretirement obligations.
|
Specialty Brands
|
$
|
3.1
|
|
Specialty Generics
|
14.1
|
|
|
Global Medical Imaging
|
64.4
|
|
|
Corporate
|
5.7
|
|
|
|
$
|
87.3
|
|
6.
|
Income Taxes
|
7.
|
Earnings (Loss) per Share
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27, 2015
|
|
March 28, 2014
|
|
March 27, 2015
|
|
March 28, 2014
|
||||||||
Earnings (loss) per share numerator:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities
|
$
|
76.5
|
|
|
$
|
11.7
|
|
|
$
|
168.6
|
|
|
$
|
58.1
|
|
Less: earnings allocated to participating securities
|
0.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
||||
Income from continuing operations attributable to common shareholders, after earnings allocated to participating securities
|
75.8
|
|
|
11.7
|
|
|
166.9
|
|
|
58.1
|
|
||||
Income (loss) from discontinued operations
|
22.3
|
|
|
(0.1
|
)
|
|
22.9
|
|
|
(0.9
|
)
|
||||
Less: earnings from discontinued operations allocated to participating securities
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Income (loss) from discontinued operations attributable to common shareholders, after allocation of earnings to participating securities
|
22.1
|
|
|
(0.1
|
)
|
|
22.7
|
|
|
(0.9
|
)
|
||||
Net income attributable to common shareholders, after allocation of earnings to participating securities
|
$
|
97.9
|
|
|
$
|
11.6
|
|
|
$
|
189.6
|
|
|
$
|
57.2
|
|
Earnings (loss) per share denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic
|
115.6
|
|
|
58.2
|
|
|
115.2
|
|
|
58.0
|
|
||||
Impact of dilutive securities
|
1.6
|
|
|
0.9
|
|
|
1.6
|
|
|
0.7
|
|
||||
Weighted-average shares outstanding - diluted
|
117.2
|
|
|
59.1
|
|
|
116.8
|
|
|
58.7
|
|
||||
Basic earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.66
|
|
|
$
|
0.20
|
|
|
$
|
1.45
|
|
|
$
|
1.00
|
|
Income (loss) from discontinued operations
|
0.19
|
|
|
—
|
|
|
0.20
|
|
|
(0.02
|
)
|
||||
Net income attributable to common shareholders
|
$
|
0.85
|
|
|
$
|
0.20
|
|
|
$
|
1.65
|
|
|
$
|
0.99
|
|
Diluted earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.65
|
|
|
$
|
0.20
|
|
|
$
|
1.43
|
|
|
$
|
0.99
|
|
Income (loss) from discontinued operations
|
0.19
|
|
|
—
|
|
|
0.19
|
|
|
(0.02
|
)
|
||||
Net income attributable to common shareholders
|
$
|
0.84
|
|
|
$
|
0.20
|
|
|
$
|
1.62
|
|
|
$
|
0.97
|
|
8.
|
Inventories
|
|
March 27,
2015 |
|
September 26,
2014 |
||||
Raw materials and supplies
|
$
|
77.0
|
|
|
$
|
73.6
|
|
Work in process
|
178.4
|
|
|
212.1
|
|
||
Finished goods
|
93.3
|
|
|
110.9
|
|
||
|
$
|
348.7
|
|
|
$
|
396.6
|
|
9.
|
Property, Plant and Equipment
|
|
March 27,
2015 |
|
September 26, 2014
|
||||
Property, plant and equipment, gross
|
$
|
1,900.0
|
|
|
$
|
1,888.4
|
|
Less: accumulated depreciation
|
(959.1
|
)
|
|
(939.2
|
)
|
||
Property, plant and equipment, net
|
$
|
940.9
|
|
|
$
|
949.2
|
|
10.
|
Goodwill and Intangible Assets
|
|
March 27, 2015
|
|
September 26, 2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated Impairment
|
|
Gross
Carrying
Amount
|
|
Accumulated Impairment
|
||||||||
Specialty Brands
|
$
|
2,219.1
|
|
|
$
|
—
|
|
|
$
|
2,194.9
|
|
|
$
|
—
|
|
Specialty Generics
|
207.0
|
|
|
—
|
|
|
207.0
|
|
|
—
|
|
||||
Global Medical Imaging
|
219.7
|
|
|
(219.7
|
)
|
|
219.7
|
|
|
(219.7
|
)
|
||||
Total
|
$
|
2,645.8
|
|
|
$
|
(219.7
|
)
|
|
$
|
2,621.6
|
|
|
$
|
(219.7
|
)
|
|
March 27, 2015
|
|
September 26, 2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizable:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
7,040.1
|
|
|
$
|
578.4
|
|
|
$
|
7,040.1
|
|
|
$
|
339.7
|
|
Licenses
|
185.1
|
|
|
93.6
|
|
|
185.1
|
|
|
87.3
|
|
||||
Customer relationships
|
29.9
|
|
|
2.6
|
|
|
33.8
|
|
|
0.6
|
|
||||
Trademarks
|
12.4
|
|
|
4.4
|
|
|
13.0
|
|
|
4.1
|
|
||||
Other
|
6.7
|
|
|
6.7
|
|
|
6.7
|
|
|
5.0
|
|
||||
Total
|
$
|
7,274.2
|
|
|
$
|
685.7
|
|
|
$
|
7,278.7
|
|
|
$
|
436.7
|
|
Non-Amortizable:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
35.0
|
|
|
|
|
$
|
35.0
|
|
|
|
||||
In-process research and development
|
235.2
|
|
|
|
|
235.2
|
|
|
|
||||||
Total
|
$
|
270.2
|
|
|
|
|
$
|
270.2
|
|
|
|
|
|
||
Remainder of fiscal 2015
|
$
|
247.4
|
|
Fiscal 2016
|
494.2
|
|
|
Fiscal 2017
|
492.3
|
|
|
Fiscal 2018
|
483.3
|
|
|
Fiscal 2019
|
483.0
|
|
11.
|
Debt
|
|
March 27,
2015 |
|
September 26, 2014
|
||||
Current maturities of long-term debt:
|
|
|
|
||||
2.85% term loan due April 2016
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Term loans due March 2021
|
20.0
|
|
|
18.2
|
|
||
4.00% term loan due February 2022
|
1.1
|
|
|
1.2
|
|
||
Capital lease obligation
|
0.9
|
|
|
1.4
|
|
||
Total current debt
|
22.4
|
|
|
21.2
|
|
||
Long-term debt:
|
|
|
|
||||
Variable-rate receivable securitization
|
180.0
|
|
|
150.0
|
|
||
2.85% term loan due April 2016
|
2.2
|
|
|
2.7
|
|
||
3.50% notes due April 2018
|
300.0
|
|
|
300.0
|
|
||
Term loans due March 2021
|
1,962.7
|
|
|
1,972.1
|
|
||
4.00% term loan due February 2022
|
7.9
|
|
|
9.6
|
|
||
9.50% debentures due May 2022
|
10.4
|
|
|
10.4
|
|
||
5.75% notes due August 2022
|
900.0
|
|
|
900.0
|
|
||
8.00% debentures due March 2023
|
4.7
|
|
|
8.0
|
|
||
4.75% notes due April 2023
|
598.4
|
|
|
598.3
|
|
||
Capital lease obligation
|
—
|
|
|
0.4
|
|
||
Total long-term debt
|
3,966.3
|
|
|
3,951.5
|
|
||
Total debt
|
$
|
3,988.7
|
|
|
$
|
3,972.7
|
|
12.
|
Retirement Plans
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
Service cost
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
2.4
|
|
|
$
|
2.5
|
|
Interest cost
|
4.4
|
|
|
5.0
|
|
|
8.9
|
|
|
9.9
|
|
||||
Expected return on plan assets
|
(5.7
|
)
|
|
(6.1
|
)
|
|
(11.5
|
)
|
|
(12.2
|
)
|
||||
Amortization of net actuarial loss
|
2.4
|
|
|
2.1
|
|
|
4.7
|
|
|
4.2
|
|
||||
Amortization of prior service (credit) cost
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
||||
Plan settlements
|
1.2
|
|
|
0.3
|
|
|
1.2
|
|
|
0.3
|
|
||||
Net periodic benefit cost
|
$
|
3.3
|
|
|
$
|
2.3
|
|
|
$
|
5.3
|
|
|
$
|
4.4
|
|
13.
|
Accumulated Other Comprehensive Income
|
|
Currency Translation
|
|
Unrecognized Gain (Loss) on Derivatives
|
|
Unrecognized Gain (Loss) on Benefit Plans
|
|
Accumulated Other Comprehensive Income
|
||||||||
Balance at September 26, 2014
|
$
|
131.0
|
|
|
$
|
(6.8
|
)
|
|
$
|
(58.5
|
)
|
|
$
|
65.7
|
|
Other comprehensive income before reclassifications
|
(58.9
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(60.2
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
0.2
|
|
|
2.2
|
|
|
2.4
|
|
||||
Net current period other comprehensive income (loss)
|
(58.9
|
)
|
|
0.2
|
|
|
0.9
|
|
|
(57.8
|
)
|
||||
Balance at March 27, 2015
|
$
|
72.1
|
|
|
$
|
(6.6
|
)
|
|
$
|
(57.6
|
)
|
|
$
|
7.9
|
|
|
Amount Reclassified from
Accumulated Other Comprehensive Income
|
|
|
||||||
|
Three Months Ended March 27, 2015
|
|
Six Months Ended March 27, 2015
|
|
Line Item in the Unaudited Condensed Consolidated
Statement of Income
|
||||
Amortization of unrealized gain on derivatives
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
Interest expense
|
Income tax provision
|
(0.1
|
)
|
|
(0.1
|
)
|
|
Income tax benefit
|
||
Net of income taxes
|
0.1
|
|
|
0.2
|
|
|
|
||
|
|
|
|
|
|
||||
Amortization of pension and post-retirement benefit plans:
|
|
|
|
|
|
||||
Net actuarial loss
|
2.4
|
|
|
4.7
|
|
|
(1)
|
||
Prior service credit
|
(1.2
|
)
|
|
(2.3
|
)
|
|
(1)
|
||
Plan settlements
|
1.2
|
|
|
1.2
|
|
|
|
||
Total before tax
|
2.4
|
|
|
3.6
|
|
|
|
||
Income tax provision
|
(0.9
|
)
|
|
(1.4
|
)
|
|
Income tax benefit
|
||
Net of income taxes
|
1.5
|
|
|
2.2
|
|
|
|
||
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
1.6
|
|
|
$
|
2.4
|
|
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note
12
for additional details.
|
|
Currency Translation
|
|
Unrecognized Gain (Loss) on Derivatives
|
|
Unrecognized Gain (Loss) on Benefit Plans
|
|
Accumulated Other Comprehensive Income
|
||||||||
Balance at September 27, 2013
|
$
|
158.6
|
|
|
$
|
(7.3
|
)
|
|
$
|
(42.8
|
)
|
|
$
|
108.5
|
|
Other comprehensive income before reclassifications
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
0.2
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||
Net current period other comprehensive income (loss)
|
(2.0
|
)
|
|
0.2
|
|
|
(0.3
|
)
|
|
(2.1
|
)
|
||||
Balance at March 28, 2014
|
$
|
156.6
|
|
|
$
|
(7.1
|
)
|
|
$
|
(43.1
|
)
|
|
$
|
106.4
|
|
|
Amount Reclassified from
Accumulated Other Comprehensive Income
|
|
|
||||||
|
Three Months Ended March 28, 2014
|
|
Six Months Ended March 28, 2014
|
|
Line Item in the Unaudited Condensed Consolidated
Statement of Income
|
||||
Amortization of unrealized gain on derivatives
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
Interest expense
|
Income tax provision
|
—
|
|
|
(0.1
|
)
|
|
Income tax benefit
|
||
Net of income taxes
|
0.1
|
|
|
0.2
|
|
|
|
||
|
|
|
|
|
|
||||
Amortization of pension and post-retirement benefit plans:
|
|
|
|
|
|
||||
Net actuarial loss
|
2.1
|
|
|
4.2
|
|
|
(1)
|
||
Prior service credit
|
(2.4
|
)
|
|
(4.9
|
)
|
|
(1)
|
||
Plan settlements
|
0.3
|
|
|
0.3
|
|
|
|
||
Total before tax
|
—
|
|
|
(0.4
|
)
|
|
|
||
Income tax provision
|
—
|
|
|
0.1
|
|
|
Income tax benefit
|
||
Net of income taxes
|
—
|
|
|
(0.3
|
)
|
|
|
||
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note
12
for additional details.
|
14.
|
Transactions with Former Parent Company
|
15.
|
Guarantees
|
16.
|
Commitments and Contingencies
|
Balance at September 26, 2014
|
$
|
40.8
|
|
Accretion expense
|
0.9
|
|
|
Currency translation
|
(3.7
|
)
|
|
Balance at March 27, 2015
|
$
|
38.0
|
|
17.
|
Financial Instruments and Fair Value Measurements
|
|
March 27,
2015 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||
Debt and equity securities held in rabbi trusts
|
$
|
36.8
|
|
|
$
|
25.0
|
|
|
$
|
11.8
|
|
|
$
|
—
|
|
Foreign exchange forward and option contracts
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
37.1
|
|
|
$
|
25.3
|
|
|
$
|
11.8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
|
$
|
—
|
|
Contingent consideration and acquired contingent liabilities
|
198.2
|
|
|
—
|
|
|
—
|
|
|
198.2
|
|
||||
Foreign exchange forward and option contracts
|
5.4
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
222.7
|
|
|
$
|
5.4
|
|
|
$
|
19.1
|
|
|
$
|
198.2
|
|
|
September 26,
2014 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Debt and equity securities held in rabbi trusts
|
$
|
35.7
|
|
|
$
|
22.9
|
|
|
$
|
12.8
|
|
|
$
|
—
|
|
|
$
|
35.7
|
|
|
$
|
22.9
|
|
|
$
|
12.8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
15.0
|
|
|
$
|
—
|
|
|
$
|
15.0
|
|
|
$
|
—
|
|
Contingent consideration and acquired contingent liabilities
|
202.8
|
|
|
—
|
|
|
—
|
|
|
202.8
|
|
||||
Foreign exchange forward and option contracts
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
218.0
|
|
|
$
|
0.2
|
|
|
$
|
15.0
|
|
|
$
|
202.8
|
|
Balance at September 26, 2014
|
$
|
202.8
|
|
Payments
|
(4.0
|
)
|
|
Accretion expense
|
4.1
|
|
|
Effect of currency rate change
|
(4.7
|
)
|
|
Balance at March 27, 2015
|
$
|
198.2
|
|
|
March 27, 2015
|
|
September 26, 2014
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Variable-rate receivable securitization
|
$
|
180.0
|
|
|
$
|
180.0
|
|
|
$
|
150.0
|
|
|
$
|
150.0
|
|
2.85% term loan due April 2016
|
2.6
|
|
|
2.6
|
|
|
3.1
|
|
|
3.1
|
|
||||
3.50% notes due April 2018
|
300.0
|
|
|
296.2
|
|
|
300.0
|
|
|
290.2
|
|
||||
Term loans due March 2021
|
1,982.7
|
|
|
1,985.2
|
|
|
1,990.3
|
|
|
1,970.4
|
|
||||
4.00% term loan due February 2022
|
9.0
|
|
|
9.0
|
|
|
10.8
|
|
|
10.8
|
|
||||
9.50% debentures due May 2022
|
10.4
|
|
|
13.2
|
|
|
10.4
|
|
|
14.2
|
|
||||
5.75% notes due August 2022
|
900.0
|
|
|
927.3
|
|
|
900.0
|
|
|
907.3
|
|
||||
8.00% debentures due March 2023
|
4.7
|
|
|
5.5
|
|
|
8.0
|
|
|
10.2
|
|
||||
4.75% notes due April 2023
|
598.4
|
|
|
572.3
|
|
|
598.3
|
|
|
563.8
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||
CuraScript, Inc.
|
25
|
%
|
|
—
|
%
|
|
28
|
%
|
|
—
|
%
|
McKesson Corporation
|
19
|
%
|
|
15
|
%
|
|
17
|
%
|
|
15
|
%
|
Cardinal Health, Inc.
|
14
|
%
|
|
15
|
%
|
|
14
|
%
|
|
18
|
%
|
Amerisource Bergen Corporation
|
8
|
%
|
|
10
|
%
|
|
8
|
%
|
|
11
|
%
|
|
March 27,
2015 |
|
September 26,
2014 |
||
McKesson Corporation
|
32
|
%
|
|
24
|
%
|
Cardinal Health, Inc.
|
18
|
%
|
|
17
|
%
|
CuraScript, Inc.
|
12
|
%
|
|
13
|
%
|
Amerisource Bergen Corporation
|
10
|
%
|
|
13
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||
Acthar (Specialty Brands)
|
25
|
%
|
|
—
|
%
|
|
28
|
%
|
|
—
|
%
|
Optiray™ (CMDS)
|
6
|
%
|
|
13
|
%
|
|
7
|
%
|
|
13
|
%
|
18.
|
Segment Data
|
•
|
Specialty Brands
produces and markets branded pharmaceuticals and biopharmaceuticals;
|
•
|
Specialty Generics
produces specialty generic pharmaceuticals and API consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients; and
|
•
|
Global Medical Imaging
manufactures and markets CMDS and radiopharmaceuticals (nuclear medicine).
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
March 27,
2015 |
|
March 28,
2014 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Specialty Brands
|
$
|
334.3
|
|
|
$
|
55.1
|
|
|
$
|
707.9
|
|
|
$
|
114.7
|
|
Specialty Generics
|
362.8
|
|
|
269.2
|
|
|
647.0
|
|
|
519.1
|
|
||||
Global Medical Imaging
|
202.6
|
|
|
222.4
|
|
|
401.9
|
|
|
441.0
|
|
||||
Net sales of operating segments
(1)
|
899.7
|
|
|
546.7
|
|
|
1,756.8
|
|
|
1,074.8
|
|
||||
Other
(2)
|
10.2
|
|
|
11.1
|
|
|
19.4
|
|
|
23.2
|
|
||||
Net sales
|
$
|
909.9
|
|
|
$
|
557.8
|
|
|
$
|
1,776.2
|
|
|
$
|
1,098.0
|
|
Operating income:
|
|
|
|
|
|
|
|
||||||||
Specialty Brands
|
$
|
97.4
|
|
|
$
|
(26.1
|
)
|
|
$
|
245.6
|
|
|
$
|
(34.3
|
)
|
Specialty Generics
|
203.7
|
|
|
132.0
|
|
|
344.2
|
|
|
253.2
|
|
||||
Global Medical Imaging
|
25.2
|
|
|
10.3
|
|
|
42.5
|
|
|
14.7
|
|
||||
Segment operating income
|
326.3
|
|
|
116.2
|
|
|
632.3
|
|
|
233.6
|
|
||||
Unallocated amounts:
|
|
|
|
|
|
|
|
|
|
||||||
Corporate and allocated expenses
(3)
|
(103.7
|
)
|
|
(72.7
|
)
|
|
(149.5
|
)
|
|
(97.9
|
)
|
||||
Intangible asset amortization
|
(123.6
|
)
|
|
(15.5
|
)
|
|
(249.1
|
)
|
|
(24.3
|
)
|
||||
Restructuring and related charges, net
(4)
|
(3.8
|
)
|
|
(21.7
|
)
|
|
(11.1
|
)
|
|
(29.8
|
)
|
||||
Separation costs
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(4.8
|
)
|
||||
Operating income
|
$
|
95.2
|
|
|
$
|
3.7
|
|
|
$
|
222.6
|
|
|
$
|
76.8
|
|
(1)
|
Amounts represent sales to external customers.
|
(2)
|
Represents products that were sold to the Company's former parent company, which is discussed in Note 14.
|
(3)
|
Includes administration expenses and certain compensation, environmental and other costs not charged to the Company's operating segments.
|
(4)
|
Includes restructuring-related accelerated depreciation of
$0.1 million
for the three months ended
March 27, 2015
, and
$0.2 million
and
$0.1 million
for the
six
months ended
March 27, 2015
and
March 28, 2014
, respectively. Restructuring-related accelerated depreciation was immaterial for the three months ended
March 28, 2014
.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27, 2015
|
|
March 28, 2014
|
|
March 27, 2015
|
|
March 28, 2014
|
||||||||
Acthar
|
$
|
228.0
|
|
|
$
|
—
|
|
|
$
|
494.4
|
|
|
$
|
—
|
|
Ofirmev
|
68.1
|
|
|
5.3
|
|
|
139.5
|
|
|
5.3
|
|
||||
EXALGO®
|
12.0
|
|
|
28.9
|
|
|
24.1
|
|
|
65.1
|
|
||||
Other
|
26.2
|
|
|
20.9
|
|
|
49.9
|
|
|
44.3
|
|
||||
Specialty Brands
|
$
|
334.3
|
|
|
$
|
55.1
|
|
|
$
|
707.9
|
|
|
$
|
114.7
|
|
|
|
|
|
|
|
|
|
||||||||
Oxycodone (API) and oxycodone-containing tablets
|
$
|
48.6
|
|
|
$
|
36.3
|
|
|
$
|
95.6
|
|
|
$
|
47.9
|
|
Hydrocodone (API) and hydrocodone-containing tablets
|
66.6
|
|
|
19.7
|
|
|
100.6
|
|
|
49.8
|
|
||||
Methylphenidate ER
|
34.0
|
|
|
43.3
|
|
|
82.6
|
|
|
99.6
|
|
||||
Other controlled substances
|
145.4
|
|
|
134.0
|
|
|
257.3
|
|
|
254.2
|
|
||||
Other
|
68.2
|
|
|
35.9
|
|
|
110.9
|
|
|
67.6
|
|
||||
Specialty Generics
|
$
|
362.8
|
|
|
$
|
269.2
|
|
|
$
|
647.0
|
|
|
$
|
519.1
|
|
|
|
|
|
|
|
|
|
||||||||
Optiray™
|
$
|
57.5
|
|
|
$
|
71.3
|
|
|
$
|
119.0
|
|
|
$
|
143.4
|
|
Other
|
35.6
|
|
|
41.3
|
|
|
71.5
|
|
|
80.8
|
|
||||
Contrast Media and Delivery Systems
|
93.1
|
|
|
112.6
|
|
|
190.5
|
|
|
224.2
|
|
||||
Nuclear Imaging
|
109.5
|
|
|
109.8
|
|
|
211.4
|
|
|
216.8
|
|
||||
Global Medical Imaging
|
$
|
202.6
|
|
|
$
|
222.4
|
|
|
$
|
401.9
|
|
|
$
|
441.0
|
|
19.
|
Condensed Consolidating Financial Statements
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2.0
|
|
|
$
|
270.0
|
|
|
$
|
781.5
|
|
|
$
|
—
|
|
|
$
|
1,053.5
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
556.1
|
|
|
—
|
|
|
556.1
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
348.7
|
|
|
—
|
|
|
348.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
136.2
|
|
|
—
|
|
|
136.2
|
|
|||||
Prepaid expenses and other current assets
|
0.9
|
|
|
—
|
|
|
123.6
|
|
|
—
|
|
|
124.5
|
|
|||||
Intercompany receivable
|
17.2
|
|
|
—
|
|
|
11.7
|
|
|
(28.9
|
)
|
|
—
|
|
|||||
Total current assets
|
20.1
|
|
|
270.0
|
|
|
1,957.8
|
|
|
(28.9
|
)
|
|
2,219.0
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
940.9
|
|
|
—
|
|
|
940.9
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
2,426.1
|
|
|
—
|
|
|
2,426.1
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
6,858.7
|
|
|
—
|
|
|
6,858.7
|
|
|||||
Investment in subsidiaries
|
673.7
|
|
|
10,937.4
|
|
|
5,031.9
|
|
|
(16,643.0
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
4,512.3
|
|
|
—
|
|
|
2,269.6
|
|
|
(6,781.9
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
70.5
|
|
|
299.1
|
|
|
—
|
|
|
369.6
|
|
|||||
Total Assets
|
$
|
5,206.1
|
|
|
$
|
11,277.9
|
|
|
$
|
19,784.1
|
|
|
$
|
(23,453.8
|
)
|
|
$
|
12,814.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
20.0
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
22.4
|
|
Accounts payable
|
4.9
|
|
|
0.2
|
|
|
136.8
|
|
|
—
|
|
|
141.9
|
|
|||||
Accrued payroll and payroll-related costs
|
0.1
|
|
|
—
|
|
|
75.0
|
|
|
—
|
|
|
75.1
|
|
|||||
Accrued royalties
|
—
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|
28.0
|
|
|||||
Accrued and other current liabilities
|
3.3
|
|
|
42.9
|
|
|
462.1
|
|
|
—
|
|
|
508.3
|
|
|||||
Intercompany payable
|
11.7
|
|
|
—
|
|
|
17.2
|
|
|
(28.9
|
)
|
|
—
|
|
|||||
Total current liabilities
|
20.0
|
|
|
63.1
|
|
|
721.5
|
|
|
(28.9
|
)
|
|
775.7
|
|
|||||
Long-term debt
|
—
|
|
|
3,761.0
|
|
|
205.3
|
|
|
—
|
|
|
3,966.3
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
116.6
|
|
|
—
|
|
|
116.6
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
79.0
|
|
|
—
|
|
|
79.0
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,297.0
|
|
|
—
|
|
|
2,297.0
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
109.7
|
|
|
—
|
|
|
109.7
|
|
|||||
Intercompany loans payable
|
—
|
|
|
2,421.9
|
|
|
4,360.0
|
|
|
(6,781.9
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
—
|
|
|
283.9
|
|
|
—
|
|
|
283.9
|
|
|||||
Total liabilities
|
20.0
|
|
|
6,246.0
|
|
|
8,173.0
|
|
|
(6,810.8
|
)
|
|
7,628.2
|
|
|||||
Shareholders' Equity
|
5,186.1
|
|
|
5,031.9
|
|
|
11,611.1
|
|
|
(16,643.0
|
)
|
|
5,186.1
|
|
|||||
Total Liabilities and Shareholders' Equity
|
$
|
5,206.1
|
|
|
$
|
11,277.9
|
|
|
$
|
19,784.1
|
|
|
$
|
(23,453.8
|
)
|
|
$
|
12,814.3
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
0.3
|
|
|
$
|
18.5
|
|
|
$
|
689.0
|
|
|
$
|
—
|
|
|
$
|
707.8
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
545.6
|
|
|
—
|
|
|
545.6
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
396.6
|
|
|
—
|
|
|
396.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
165.2
|
|
|
—
|
|
|
165.2
|
|
|||||
Prepaid expenses and other current assets
|
0.5
|
|
|
10.8
|
|
|
244.5
|
|
|
—
|
|
|
255.8
|
|
|||||
Intercompany receivable
|
13.5
|
|
|
—
|
|
|
25.7
|
|
|
(39.2
|
)
|
|
—
|
|
|||||
Total current assets
|
14.3
|
|
|
29.3
|
|
|
2,066.6
|
|
|
(39.2
|
)
|
|
2,071.0
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
949.2
|
|
|
—
|
|
|
949.2
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
2,401.9
|
|
|
—
|
|
|
2,401.9
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
7,112.2
|
|
|
—
|
|
|
7,112.2
|
|
|||||
Investment in subsidiaries
|
586.8
|
|
|
10,645.7
|
|
|
4,945.1
|
|
|
(16,177.6
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
4,385.0
|
|
|
—
|
|
|
1,941.6
|
|
|
(6,326.6
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
76.5
|
|
|
254.0
|
|
|
—
|
|
|
330.5
|
|
|||||
Total Assets
|
$
|
4,986.1
|
|
|
$
|
10,751.5
|
|
|
$
|
19,670.6
|
|
|
$
|
(22,543.4
|
)
|
|
$
|
12,864.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
21.2
|
|
Accounts payable
|
1.2
|
|
|
0.2
|
|
|
127.3
|
|
|
—
|
|
|
128.7
|
|
|||||
Accrued payroll and payroll-related costs
|
0.1
|
|
|
—
|
|
|
125.0
|
|
|
—
|
|
|
125.1
|
|
|||||
Accrued royalties
|
—
|
|
|
—
|
|
|
68.0
|
|
|
—
|
|
|
68.0
|
|
|||||
Accrued and other current liabilities
|
1.1
|
|
|
50.9
|
|
|
509.8
|
|
|
—
|
|
|
561.8
|
|
|||||
Intercompany payable
|
25.7
|
|
|
—
|
|
|
13.5
|
|
|
(39.2
|
)
|
|
—
|
|
|||||
Total current liabilities
|
28.1
|
|
|
69.3
|
|
|
846.6
|
|
|
(39.2
|
)
|
|
904.8
|
|
|||||
Long-term debt
|
—
|
|
|
3,770.4
|
|
|
181.1
|
|
|
—
|
|
|
3,951.5
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
119.1
|
|
|
—
|
|
|
119.1
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
59.9
|
|
|
—
|
|
|
59.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,398.6
|
|
|
—
|
|
|
2,398.6
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
122.6
|
|
|
—
|
|
|
122.6
|
|
|||||
Intercompany loans payable
|
—
|
|
|
1,966.6
|
|
|
4,360.0
|
|
|
(6,326.6
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
—
|
|
|
350.3
|
|
|
—
|
|
|
350.3
|
|
|||||
Total liabilities
|
28.1
|
|
|
5,806.3
|
|
|
8,438.2
|
|
|
(6,365.8
|
)
|
|
7,906.8
|
|
|||||
Shareholders' Equity
|
4,958.0
|
|
|
4,945.2
|
|
|
11,232.4
|
|
|
(16,177.6
|
)
|
|
4,958.0
|
|
|||||
Total Liabilities and Shareholders' Equity
|
$
|
4,986.1
|
|
|
$
|
10,751.5
|
|
|
$
|
19,670.6
|
|
|
$
|
(22,543.4
|
)
|
|
$
|
12,864.8
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
909.9
|
|
|
$
|
—
|
|
|
$
|
909.9
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
421.4
|
|
|
—
|
|
|
421.4
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
488.5
|
|
|
—
|
|
|
488.5
|
|
|||||
Selling, general and administrative expenses
|
31.7
|
|
|
0.1
|
|
|
311.7
|
|
|
—
|
|
|
343.5
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
47.0
|
|
|
—
|
|
|
47.0
|
|
|||||
Restructuring charges, net
|
0.9
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
3.7
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Operating (loss) income
|
(32.6
|
)
|
|
(0.1
|
)
|
|
127.9
|
|
|
—
|
|
|
95.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
(49.0
|
)
|
|
(8.4
|
)
|
|
—
|
|
|
(57.4
|
)
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Other income (expense), net
|
138.9
|
|
|
—
|
|
|
(134.8
|
)
|
|
—
|
|
|
4.1
|
|
|||||
Intercompany interest and fees
|
(3.1
|
)
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
(4.4
|
)
|
|
44.7
|
|
|
(4.4
|
)
|
|
(35.9
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
98.8
|
|
|
(4.4
|
)
|
|
(16.2
|
)
|
|
(35.9
|
)
|
|
42.3
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(34.2
|
)
|
|
—
|
|
|
(34.2
|
)
|
|||||
Income from continuing operations
|
98.8
|
|
|
(4.4
|
)
|
|
18.0
|
|
|
(35.9
|
)
|
|
76.5
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
22.3
|
|
|
—
|
|
|
22.3
|
|
|||||
Net income
|
98.8
|
|
|
(4.4
|
)
|
|
40.3
|
|
|
(35.9
|
)
|
|
98.8
|
|
|||||
Other comprehensive loss, net of tax
|
(36.5
|
)
|
|
(36.5
|
)
|
|
(73.1
|
)
|
|
109.6
|
|
|
(36.5
|
)
|
|||||
Comprehensive income
|
$
|
62.3
|
|
|
$
|
(40.9
|
)
|
|
$
|
(32.8
|
)
|
|
$
|
73.7
|
|
|
$
|
62.3
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
557.8
|
|
|
$
|
—
|
|
|
$
|
557.8
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
295.2
|
|
|
—
|
|
|
295.2
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
262.6
|
|
|
—
|
|
|
262.6
|
|
|||||
Selling, general and administrative expenses
|
7.9
|
|
|
0.1
|
|
|
186.1
|
|
|
—
|
|
|
194.1
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
41.4
|
|
|
—
|
|
|
41.4
|
|
|||||
Separation costs
|
0.6
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.6
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
21.7
|
|
|
—
|
|
|
21.7
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Operating (loss) income
|
(8.5
|
)
|
|
(0.1
|
)
|
|
12.3
|
|
|
—
|
|
|
3.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
(12.8
|
)
|
|
0.4
|
|
|
—
|
|
|
(12.4
|
)
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Other income (expense), net
|
22.3
|
|
|
—
|
|
|
(22.7
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Intercompany interest and fees
|
(0.9
|
)
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
(1.1
|
)
|
|
11.7
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
11.8
|
|
|
(1.2
|
)
|
|
(8.6
|
)
|
|
(10.6
|
)
|
|
(8.6
|
)
|
|||||
Income tax expense (benefit)
|
0.2
|
|
|
(0.1
|
)
|
|
(20.4
|
)
|
|
—
|
|
|
(20.3
|
)
|
|||||
Income (loss) from continuing operations
|
11.6
|
|
|
(1.1
|
)
|
|
11.8
|
|
|
(10.6
|
)
|
|
11.7
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net income (loss)
|
11.6
|
|
|
(1.1
|
)
|
|
11.7
|
|
|
(10.6
|
)
|
|
11.6
|
|
|||||
Other comprehensive loss, net of tax
|
(2.3
|
)
|
|
(2.3
|
)
|
|
(2.4
|
)
|
|
4.7
|
|
|
(2.3
|
)
|
|||||
Comprehensive income (loss)
|
$
|
9.3
|
|
|
$
|
(3.4
|
)
|
|
$
|
9.3
|
|
|
$
|
(5.9
|
)
|
|
$
|
9.3
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,776.2
|
|
|
$
|
—
|
|
|
$
|
1,776.2
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
849.0
|
|
|
—
|
|
|
849.0
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
927.2
|
|
|
—
|
|
|
927.2
|
|
|||||
Selling, general and administrative expenses
|
62.4
|
|
|
0.2
|
|
|
543.4
|
|
|
—
|
|
|
606.0
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
89.4
|
|
|
—
|
|
|
89.4
|
|
|||||
Restructuring charges, net
|
7.7
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
10.9
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||
Operating (loss) income
|
(70.1
|
)
|
|
(0.2
|
)
|
|
292.9
|
|
|
—
|
|
|
222.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
(97.7
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
(106.2
|
)
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Other income (expense), net
|
142.4
|
|
|
—
|
|
|
(134.2
|
)
|
|
—
|
|
|
8.2
|
|
|||||
Intercompany interest and fees
|
(5.0
|
)
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
124.2
|
|
|
222.1
|
|
|
124.2
|
|
|
(470.5
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
191.5
|
|
|
124.2
|
|
|
279.9
|
|
|
(470.5
|
)
|
|
125.1
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(43.5
|
)
|
|
—
|
|
|
(43.5
|
)
|
|||||
Income from continuing operations
|
191.5
|
|
|
124.2
|
|
|
323.4
|
|
|
(470.5
|
)
|
|
168.6
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
22.9
|
|
|
—
|
|
|
22.9
|
|
|||||
Net income
|
191.5
|
|
|
124.2
|
|
|
346.3
|
|
|
(470.5
|
)
|
|
191.5
|
|
|||||
Other comprehensive loss, net of tax
|
(57.8
|
)
|
|
(57.8
|
)
|
|
(115.8
|
)
|
|
173.6
|
|
|
(57.8
|
)
|
|||||
Comprehensive income
|
$
|
133.7
|
|
|
$
|
66.4
|
|
|
$
|
230.5
|
|
|
$
|
(296.9
|
)
|
|
$
|
133.7
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,098.0
|
|
|
$
|
—
|
|
|
$
|
1,098.0
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
579.8
|
|
|
—
|
|
|
579.8
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
518.2
|
|
|
—
|
|
|
518.2
|
|
|||||
Selling, general and administrative expenses
|
11.9
|
|
|
0.2
|
|
|
328.2
|
|
|
—
|
|
|
340.3
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
80.4
|
|
|
—
|
|
|
80.4
|
|
|||||
Separation costs
|
1.4
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
4.8
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
29.7
|
|
|
—
|
|
|
29.7
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(13.8
|
)
|
|
—
|
|
|
(13.8
|
)
|
|||||
Operating (loss) income
|
(13.3
|
)
|
|
(0.2
|
)
|
|
90.3
|
|
|
—
|
|
|
76.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
(23.3
|
)
|
|
1.1
|
|
|
—
|
|
|
(22.2
|
)
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Other income (expense), net
|
23.0
|
|
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||
Intercompany interest and fees
|
(4.0
|
)
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
51.5
|
|
|
74.9
|
|
|
—
|
|
|
(126.4
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
57.2
|
|
|
51.4
|
|
|
72.2
|
|
|
(126.4
|
)
|
|
54.4
|
|
|||||
Income tax benefit
|
—
|
|
|
(0.1
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(3.7
|
)
|
|||||
Income from continuing operations
|
57.2
|
|
|
51.5
|
|
|
75.8
|
|
|
(126.4
|
)
|
|
58.1
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net income
|
57.2
|
|
|
51.5
|
|
|
74.9
|
|
|
(126.4
|
)
|
|
57.2
|
|
|||||
Other comprehensive income, net of tax
|
(2.1
|
)
|
|
(2.1
|
)
|
|
(2.3
|
)
|
|
4.4
|
|
|
(2.1
|
)
|
|||||
Comprehensive income
|
$
|
55.1
|
|
|
$
|
49.4
|
|
|
$
|
72.6
|
|
|
$
|
(122.0
|
)
|
|
$
|
55.1
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
120.7
|
|
|
$
|
(78.3
|
)
|
|
$
|
323.1
|
|
|
$
|
—
|
|
|
$
|
365.5
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(55.1
|
)
|
|
—
|
|
|
(55.1
|
)
|
|||||
Intercompany loan investment
|
(127.3
|
)
|
|
—
|
|
|
(335.6
|
)
|
|
462.9
|
|
|
—
|
|
|||||
Investment in subsidiary
|
—
|
|
|
(124.9
|
)
|
|
—
|
|
|
124.9
|
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Net cash (used in) provided by investing activities
|
(127.3
|
)
|
|
(124.9
|
)
|
|
(388.6
|
)
|
|
587.8
|
|
|
(53.0
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of external debt
|
—
|
|
|
—
|
|
|
80.0
|
|
|
—
|
|
|
80.0
|
|
|||||
Repayment of external debt and capital leases
|
—
|
|
|
(8.2
|
)
|
|
(55.3
|
)
|
|
—
|
|
|
(63.5
|
)
|
|||||
Debt financing costs
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
|
20.2
|
|
|||||
Proceeds from exercise of share options
|
20.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.6
|
|
|||||
Repurchase of shares
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.3
|
)
|
|||||
Intercompany loan borrowings, net
|
—
|
|
|
462.9
|
|
|
—
|
|
|
(462.9
|
)
|
|
—
|
|
|||||
Capital contribution
|
—
|
|
|
—
|
|
|
124.9
|
|
|
(124.9
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Net cash provided (used in) by financing activities
|
8.3
|
|
|
454.7
|
|
|
165.4
|
|
|
(587.8
|
)
|
|
40.6
|
|
|||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|
(7.4
|
)
|
|||||
Net increase in cash and cash equivalents
|
1.7
|
|
|
251.5
|
|
|
92.5
|
|
|
—
|
|
|
345.7
|
|
|||||
Cash and cash equivalents at beginning of period
|
0.3
|
|
|
18.5
|
|
|
689.0
|
|
|
—
|
|
|
707.8
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
2.0
|
|
|
$
|
270.0
|
|
|
$
|
781.5
|
|
|
$
|
—
|
|
|
$
|
1,053.5
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
8.6
|
|
|
$
|
(17.1
|
)
|
|
$
|
149.7
|
|
|
$
|
—
|
|
|
$
|
141.2
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
|
—
|
|
|
(50.7
|
)
|
|||||
Intercompany loan investment
|
(21.5
|
)
|
|
2.4
|
|
|
(58.8
|
)
|
|
77.9
|
|
|
—
|
|
|||||
Investment in subsidiary
|
—
|
|
|
(1,300.0
|
)
|
|
—
|
|
|
1,300.0
|
|
|
—
|
|
|||||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
—
|
|
|
(1,293.2
|
)
|
|
—
|
|
|
(1,293.2
|
)
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
|||||
Net cash used in investing activities
|
(21.5
|
)
|
|
(1,297.6
|
)
|
|
(1,390.6
|
)
|
|
1,377.9
|
|
|
(1,331.8
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of external debt
|
—
|
|
|
1,296.8
|
|
|
—
|
|
|
—
|
|
|
1,296.8
|
|
|||||
Repayment of external debt and capital leases
|
—
|
|
|
—
|
|
|
(30.8
|
)
|
|
—
|
|
|
(30.8
|
)
|
|||||
Debt financing costs
|
—
|
|
|
(32.2
|
)
|
|
—
|
|
|
—
|
|
|
(32.2
|
)
|
|||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Proceeds from exercise of share options
|
16.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|||||
Repurchase of shares
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|||||
Intercompany loan borrowings, net
|
(2.4
|
)
|
|
80.3
|
|
|
—
|
|
|
(77.9
|
)
|
|
—
|
|
|||||
Capital contribution
|
—
|
|
|
—
|
|
|
1,300.0
|
|
|
(1,300.0
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
11.9
|
|
|
1,344.9
|
|
|
1,273.2
|
|
|
(1,377.9
|
)
|
|
1,252.1
|
|
|||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(1.0
|
)
|
|
30.2
|
|
|
30.2
|
|
|
—
|
|
|
59.4
|
|
|||||
Cash and cash equivalents at beginning of period
|
1.2
|
|
|
56.5
|
|
|
217.8
|
|
|
—
|
|
|
275.5
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
0.2
|
|
|
$
|
86.7
|
|
|
$
|
248.0
|
|
|
$
|
—
|
|
|
$
|
334.9
|
|
20.
|
Subsequent Events
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Specialty Brands
produces and markets branded pharmaceuticals and biopharmaceuticals;
|
•
|
Specialty Generics
produces specialty generic pharmaceuticals and active pharmaceutical ingredients ("API") consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients; and
|
•
|
Global Medical Imaging
manufactures and markets contrast media and delivery systems ("CMDS") and radiopharmaceuticals (nuclear medicine).
|
|
Three Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change |
|||||
U.S.
|
$
|
738.0
|
|
|
$
|
403.1
|
|
|
83.1
|
%
|
Europe, Middle East and Africa
|
90.4
|
|
|
99.8
|
|
|
(9.4
|
)
|
||
Other
|
81.5
|
|
|
54.9
|
|
|
48.5
|
|
||
Net sales
|
$
|
909.9
|
|
|
$
|
557.8
|
|
|
63.1
|
|
|
Six Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change |
|||||
U.S.
|
$
|
1,442.3
|
|
|
$
|
786.1
|
|
|
83.5
|
%
|
Europe, Middle East and Africa
|
179.2
|
|
|
194.0
|
|
|
(7.6
|
)
|
||
Other
|
154.7
|
|
|
117.9
|
|
|
31.2
|
|
||
Net sales
|
$
|
1,776.2
|
|
|
$
|
1,098.0
|
|
|
61.8
|
|
•
|
includes branded pharmaceuticals drugs, primarily for pain management, and biopharmaceutical drugs for autoimmune and rare diseases.
|
•
|
produces specialty generic pharmaceuticals and API consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients.
|
•
|
Contrast Media and Delivery Systems
manufactures and markets contrast media for diagnostic imaging applications, and power injectors to allow delivery of contrast media.
|
•
|
Nuclear Imaging
manufactures and markets radioactive isotopes and associated pharmaceuticals used for the diagnosis and treatment of disease.
|
|
Three Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
334.3
|
|
|
$
|
55.1
|
|
|
506.7
|
%
|
Specialty Generics
|
362.8
|
|
|
269.2
|
|
|
34.8
|
|
||
Global Medical Imaging
|
202.6
|
|
|
222.4
|
|
|
(8.9
|
)
|
||
Net sales of operating segments
|
899.7
|
|
|
546.7
|
|
|
64.6
|
|
||
Other
(1)
|
10.2
|
|
|
11.1
|
|
|
(8.1
|
)
|
||
Net sales
|
$
|
909.9
|
|
|
$
|
557.8
|
|
|
63.1
|
|
(1)
|
Represents products that were sold to Covidien.
|
|
Three Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change |
|||||
U.S.
|
$
|
330.4
|
|
|
$
|
55.1
|
|
|
499.6
|
%
|
Europe, Middle East and Africa
|
3.9
|
|
|
—
|
|
|
—
|
|
||
Net sales
|
$
|
334.3
|
|
|
$
|
55.1
|
|
|
506.7
|
|
|
Three Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change |
|||||
U.S.
|
$
|
302.7
|
|
|
$
|
243.3
|
|
|
24.4
|
%
|
Europe, Middle East and Africa
|
25.9
|
|
|
22.6
|
|
|
14.6
|
|
||
Other
|
34.2
|
|
|
3.3
|
|
|
936.4
|
|
||
Net sales
|
$
|
362.8
|
|
|
$
|
269.2
|
|
|
34.8
|
|
|
Three Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage Change
|
|||||
Oxycodone (API) and oxycodone-containing tablets
|
$
|
48.6
|
|
|
$
|
36.3
|
|
|
33.9
|
%
|
Hydrocodone (API) and hydrocodone-containing tablets
|
66.6
|
|
|
19.7
|
|
|
238.1
|
|
||
Methylphenidate ER
|
34.0
|
|
|
43.3
|
|
|
(21.5
|
)
|
||
Other controlled substances
|
145.4
|
|
|
134.0
|
|
|
8.5
|
|
||
Other
|
68.2
|
|
|
35.9
|
|
|
90.0
|
|
||
Specialty Generics
|
$
|
362.8
|
|
|
$
|
269.2
|
|
|
34.8
|
|
|
Three Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change
|
|||||
U.S.
|
$
|
104.9
|
|
|
$
|
104.7
|
|
|
0.2
|
%
|
Europe, Middle East and Africa
|
60.6
|
|
|
77.2
|
|
|
(21.5
|
)
|
||
Other
|
37.1
|
|
|
40.5
|
|
|
(8.4
|
)
|
||
Net sales
|
$
|
202.6
|
|
|
$
|
222.4
|
|
|
(8.9
|
)
|
|
Three Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage Change
|
|||||
Optiray™
|
$
|
57.5
|
|
|
$
|
71.3
|
|
|
(19.4
|
)%
|
Other
|
35.6
|
|
|
41.3
|
|
|
(13.8
|
)
|
||
Contrast Media and Delivery Systems
|
93.1
|
|
|
112.6
|
|
|
(17.3
|
)
|
||
Nuclear Imaging
|
109.5
|
|
|
109.8
|
|
|
(0.3
|
)
|
||
Global Medical Imaging
|
$
|
202.6
|
|
|
$
|
222.4
|
|
|
(8.9
|
)
|
|
Three Months Ended
|
||||||||||||
|
March 27, 2015
|
|
March 28, 2014
|
||||||||||
Specialty Brands
|
$
|
97.4
|
|
|
29.1
|
%
|
|
$
|
(26.1
|
)
|
|
(47.4
|
)%
|
Specialty Generics
|
203.7
|
|
|
56.1
|
|
|
132.0
|
|
|
49.0
|
|
||
Global Medical Imaging
|
25.2
|
|
|
12.4
|
|
|
10.3
|
|
|
4.6
|
|
||
Segment operating income
|
326.3
|
|
|
36.3
|
|
|
116.2
|
|
|
21.3
|
|
||
Unallocated amounts:
|
|
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(103.7
|
)
|
|
|
|
(72.7
|
)
|
|
|
||||
Intangible asset amortization
|
(123.6
|
)
|
|
|
|
(15.5
|
)
|
|
|
||||
Restructuring and related charges, net
(1)
|
(3.8
|
)
|
|
|
|
(21.7
|
)
|
|
|
||||
Separation costs
|
—
|
|
|
|
|
(2.6
|
)
|
|
|
||||
Total operating income
|
$
|
95.2
|
|
|
|
|
$
|
3.7
|
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation of
$0.1 million
for the three months ended
March 27, 2015
. Restructuring-related accelerated depreciation was immaterial for the three months ended
March 28, 2014
.
|
|
Six Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
707.9
|
|
|
$
|
114.7
|
|
|
517.2
|
%
|
Specialty Generics
|
647.0
|
|
|
519.1
|
|
|
24.6
|
|
||
Global Medical Imaging
|
401.9
|
|
|
441.0
|
|
|
(8.9
|
)
|
||
Net sales of operating segments
|
1,756.8
|
|
|
1,074.8
|
|
|
63.5
|
|
||
Other
(1)
|
19.4
|
|
|
23.2
|
|
|
(16.4
|
)
|
||
Net sales
|
$
|
1,776.2
|
|
|
$
|
1,098.0
|
|
|
61.8
|
|
(1)
|
Represents products that were sold to Covidien.
|
|
Six Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change |
|||||
U.S.
|
$
|
702.5
|
|
|
$
|
114.7
|
|
|
512.5
|
%
|
Europe, Middle East and Africa
|
5.4
|
|
|
—
|
|
|
—
|
|
||
Other
|
—
|
|
|
—
|
|
|
—
|
|
||
Net sales
|
$
|
707.9
|
|
|
$
|
114.7
|
|
|
517.2
|
|
|
Six Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change |
|||||
U.S.
|
$
|
536.5
|
|
|
$
|
465.6
|
|
|
15.2
|
%
|
Europe, Middle East and Africa
|
49.6
|
|
|
47.4
|
|
|
4.6
|
|
||
Other
|
60.9
|
|
|
6.1
|
|
|
898.4
|
|
||
Net sales
|
$
|
647.0
|
|
|
$
|
519.1
|
|
|
24.6
|
|
|
Six Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage Change
|
|||||
Oxycodone (API) and oxycodone-containing tablets
|
$
|
95.6
|
|
|
$
|
47.9
|
|
|
99.6
|
%
|
Hydrocodone (API) and hydrocodone-containing tablets
|
100.6
|
|
|
49.8
|
|
|
102.0
|
|
||
Methylphenidate ER
|
82.6
|
|
|
99.6
|
|
|
(17.1
|
)
|
||
Other controlled substances
|
257.3
|
|
|
254.2
|
|
|
1.2
|
|
||
Other
|
110.9
|
|
|
67.6
|
|
|
64.1
|
|
||
Specialty Generics
|
$
|
647.0
|
|
|
$
|
519.1
|
|
|
24.6
|
|
|
Six Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage
Change
|
|||||
U.S.
|
$
|
203.3
|
|
|
$
|
205.8
|
|
|
(1.2
|
)%
|
Europe, Middle East and Africa
|
124.2
|
|
|
146.6
|
|
|
(15.3
|
)
|
||
Other
|
74.4
|
|
|
88.6
|
|
|
(16.0
|
)
|
||
Net sales
|
$
|
401.9
|
|
|
$
|
441.0
|
|
|
(8.9
|
)
|
|
Six Months Ended
|
|
|
|||||||
|
March 27,
2015 |
|
March 28,
2014 |
|
Percentage Change
|
|||||
Optiray™
|
$
|
119.0
|
|
|
$
|
143.4
|
|
|
(17.0
|
)%
|
Other
|
71.5
|
|
|
80.8
|
|
|
(11.5
|
)
|
||
Contrast Media and Delivery Systems
|
190.5
|
|
|
224.2
|
|
|
(15.0
|
)
|
||
Nuclear Imaging
|
211.4
|
|
|
216.8
|
|
|
(2.5
|
)
|
||
Global Medical Imaging
|
$
|
401.9
|
|
|
$
|
441.0
|
|
|
(8.9
|
)
|
|
Six Months Ended
|
||||||||||||
|
March 27, 2015
|
|
March 28, 2014
|
||||||||||
Specialty Brands
|
$
|
245.6
|
|
|
34.7
|
%
|
|
$
|
(34.3
|
)
|
|
(29.9
|
)%
|
Specialty Generics
|
344.2
|
|
|
53.2
|
|
|
253.2
|
|
|
48.8
|
|
||
Global Medical Imaging
|
42.5
|
|
|
10.6
|
|
|
14.7
|
|
|
3.3
|
|
||
Segment operating income
|
632.3
|
|
|
36.0
|
|
|
233.6
|
|
|
21.7
|
|
||
Unallocated amounts:
|
|
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(149.5
|
)
|
|
|
|
(97.9
|
)
|
|
|
||||
Intangible asset amortization
|
(249.1
|
)
|
|
|
|
(24.3
|
)
|
|
|
||||
Restructuring and related charges, net
(1)
|
(11.1
|
)
|
|
|
|
(29.8
|
)
|
|
|
||||
Separation costs
|
—
|
|
|
|
|
(4.8
|
)
|
|
|
||||
Total operating income
|
$
|
222.6
|
|
|
|
|
$
|
76.8
|
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation of
$0.2 million
and
$0.1 million
for the
six
months ended
March 27, 2015
and
March 28, 2014
, respectively.
|
|
Six Months Ended
|
||||||
|
March 27, 2015
|
|
March 28, 2014
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
365.5
|
|
|
$
|
141.2
|
|
Investing activities
|
(53.0
|
)
|
|
(1,331.8
|
)
|
||
Financing activities
|
40.6
|
|
|
1,252.1
|
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
(7.4
|
)
|
|
(2.1
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
345.7
|
|
|
$
|
59.4
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
Total Number of
Shares Purchased |
|
Average Price
Paid
per Share
(1)
|
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under Plans or Programs |
||||||
December 27, 2014 to January 23, 2015
|
5,443
|
|
|
$
|
99.44
|
|
|
—
|
|
|
$
|
300,000,000
|
|
January 26, 2015 to February 27, 2015
|
4,506
|
|
|
106.20
|
|
|
—
|
|
|
300,000,000
|
|
||
February 28, 2015 to March 27, 2015
|
6,434
|
|
|
126.07
|
|
|
—
|
|
|
300,000,000
|
|
||
|
|
|
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
Stock Purchase Agreement, dated March 5, 2015, by and among Compound Holdings I, LLC, Compound Holdings II, Inc., Mallinckrodt Enterprises LLC and Mallinckrodt plc (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 5, 2015).
|
3.1
|
|
Certificate of Incorporation of Mallinckrodt plc (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
3.2
|
|
Amended and Restated Memorandum and Articles of Association of Mallinckrodt plc (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
10.1
|
|
First Amendment to the Note Purchase Agreement, dated as of January 20, 2015, among Mallinckrodt Securitization S.À R.L., the persons from time to time party thereto as purchasers, PNC Bank, National Association, as administrative agent, and Mallinckrodt LLC, as servicer.
|
10.2
|
|
First Amendment to the Purchase and Sale Agreement, dated as of January 20, 2015, among the various entities party thereto from time to time as originators, Mallinckrodt LLC, as servicer, and Mallinckrodt Securitization S.À R.L., as buyer.
|
10.3
|
|
Amended and Restated Performance Guaranty, dated as of January 20, 2015, by Mallinckrodt International Finance S.A. in favor of PNC Bank, National Association, as administrative agent.
|
10.4
|
|
Mallinckrodt Pharmaceuticals Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on January 23, 2015).
|
10.5
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award to Non-Employee Directors.
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
Interactive Data File (Form 10-Q for the quarterly period ended March 27, 2015 filed in XBRL). The financial information contained in the XBRL-related documents is "unaudited" and "unreviewed."
|
|
MALLINCKRODT PUBLIC LIMITED COMPANY
|
|
|
|
|
|
By:
|
/s/ Matthew K. Harbaugh
|
|
|
Matthew K. Harbaugh
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
(i)
|
MALLINCKRODT SECURITIZATION S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg with its registered office at 42-44, avenue de la Gare, L-1610 Luxembourg, with a share capital of USD20,200 and registered with the Luxembourg trade and companies register under number B 188808, as Issuer;
|
(i)
|
MALLINCKRODT LLC, as Servicer;
|
(ii)
|
SUNTRUST BANK, as a Purchaser; and
|
(iii)
|
PNC BANK, NATIONAL ASSOCIATION, as a Purchaser and as Administrative Agent.
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
MALLINCKRODT SECURITIZATION S.À R.L.
|
|
|
By:
|
/s/ Marie Dhersin Luporsi
|
|
Name:
|
Marie Dhersin Luporsi
|
|
Title:
|
Manager
|
|
|
|
|
MALLINCKRODT LLC,
as the Servicer
|
|
|
By:
|
/s/ John E. Einwalter
|
|
Name:
|
John E. Einwalter
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent |
|
|
By:
|
/s/ Mark S. Falcione
|
|
Name:
|
Mark S. Falcione
|
|
Title:
|
Executive Vice President
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Purchaser By: Name: Mark S. Falcione Title: Executive Vice President |
|
|
By:
|
/s/ Mark S. Falcione
|
|
Name:
|
Mark S. Falcione
|
|
Title:
|
Executive Vice President
|
|
|
|
|
SUNTRUST BANK,
as a Purchaser |
|
|
By:
|
/s/ Michael Peden
|
|
Name:
|
Michael Peden
|
|
Title:
|
Vice President
|
|
|
|
PNC Group
|
||
Party
|
Capacity
|
Maximum Commitment
|
PNC
|
Purchaser
|
$160,000,000
|
SunTrust Bank Group
|
||
Party
|
Capacity
|
Maximum Commitment
|
SunTrust Bank
|
Purchaser
|
$90,000,000
|
(i)
|
MALLINCKRODT SECURITIZATION S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg with its registered office at 42-44, avenue de la Gare, L-1610 Luxembourg, with a share capital of USD20,200 and registered with the Luxembourg trade and companies register under number B 188808, as Buyer;
|
(i)
|
MALLINCKRODT LLC, as Servicer and as an Originator;
|
(ii)
|
CADENCE PHARMACEUTICALS, INC., as an Originator; and
|
(iii)
|
QUESTCOR PHARMACEUTICALS, INC., as an Originator.
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
MALLINCKRODT SECURITIZATION S.À R.L.,
as Buyer
|
|
|
By:
|
/s/ Marie Dhersin Luporsi
|
|
Name:
|
Marie Dhersin Luporsi
|
|
Title:
|
Manager
|
|
|
|
|
MALLINCKRODT LLC,
as the Servicer and as an Originator
|
|
|
By:
|
/s/ John E. Einwalter
|
|
Name:
|
John E. Einwalter
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
CADENCE PHARMACEUTICALS, INC.,
as an Originator
|
|
|
By:
|
/s/ John E. Einwalter
|
|
Name:
|
John E. Einwalter
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
QUESTCOR PHARMACEUTICALS, INC.,
as an Originator
|
|
|
By:
|
/s/ John E. Einwalter
|
|
Name:
|
John E. Einwalter
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
Consented and Agreed:
SUNTRUST BANK , as a Purchaser |
|
By:
|
/s/ Michael Peden
|
Name:
|
Michael Peden
|
Title:
|
Vice President
|
|
|
PNC BANK, NATIONAL ASSOCIATION
,
as Administrative Agent and as a Purchaser |
|
By:
|
/s/ Robyn Reeher
|
Name:
|
Robyn Reeher
|
Title
|
Vice President
|
714478069 14453709
|
|
|
714478069 14453709
|
2
|
|
714478069 14453709
|
3
|
|
714478069 14453709
|
4
|
|
714478069 14453709
|
5
|
|
714478069 14453709
|
6
|
|
714478069 14453709
|
7
|
|
714478069 14453709
|
8
|
|
714478069 14453709
|
9
|
|
714478069 14453709
|
10
|
|
714478069 14453709
|
11
|
|
714478069 14453709
|
12
|
|
|
MALLINCKRODT INTERNATIONAL FINANCE S.A.,
as a Performance Guarantor
|
|
|
By:
|
/s/ Marie Dhersin Luporsi
|
|
Name:
|
Marie Dhersin Luporsi
|
|
Title:
|
Director
|
|
|
|
714478069 14453709
|
S-
1
|
A&R Performance Guaranty
|
Accepted as of the date hereof:
|
|
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
|
|
By:
|
/s/ Robyn Reeher
|
Name:
|
Robyn Reeher
|
Title:
|
Vice President
|
|
|
714478069 14453709
|
S-
2
|
Performance Guaranty
|
a.
|
The Shares covered by this Award will be duly listed, upon official notice of issuance, on the NYSE; and
|
b.
|
A Registration Statement under the United States Securities Act of 1933 with respect to the Shares will be effective or an exemption from registration will apply.
|
|
|
||||
1.
|
I have reviewed this quarterly report on Form 10-Q of Mallinckrodt plc;
|
||||
|
|
||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||
|
|
||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||
|
|
||||
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
||||
|
|
||||
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||
|
|
|
|||
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|||
|
|
||||
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||
|
|
||||
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||
|
|
||||
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||||
|
|
||||
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||
|
|
||||
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
May 5,
2015
|
|
By:
|
/s/ Mark C. Trudeau
|
|
|
Mark C. Trudeau
|
|
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
|
||||
1.
|
I have reviewed this quarterly report on Form 10-Q of Mallinckrodt plc;
|
||||
|
|
||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||
|
|
||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||
|
|
||||
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
||||
|
|
||||
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||
|
|
|
|||
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|||
|
|
||||
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||
|
|
||||
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||
|
|
||||
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||||
|
|
||||
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||
|
|
||||
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
May 5,
2015
|
|
By:
|
/s/ Matthew K. Harbaugh
|
|
|
Matthew K. Harbaugh
|
|
|
|
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
By:
|
/s/ Mark C. Trudeau
|
Mark C. Trudeau
|
|
President and Chief Executive Officer
|
By:
|
/s/ Matthew K. Harbaugh
|
Matthew K. Harbaugh
|
|
Senior Vice President and Chief Financial Officer
|