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 25, 2016 and March 27, 2015.
|
|
|
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended March 25, 2016 and March 27, 2015.
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Condensed Consolidated Balance Sheets as of March 25, 2016 and September 25, 2015.
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Condensed Consolidated Statements of Cash Flows for the six months ended March 25, 2016 and March 27, 2015.
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Condensed Consolidated Statement of Changes in Shareholders' Equity for the period September 25, 2015 to March 25, 2016.
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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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|
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PART II.
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OTHER INFORMATION
|
|
Item 1.
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Legal Proceedings.
|
|
Item 1A.
|
Risk Factors.
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3.
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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.
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|
Item 6.
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Exhibits.
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|
SIGNATURES
|
Item 1.
|
Financial Statements.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Net sales
|
$
|
918.0
|
|
|
$
|
819.0
|
|
|
$
|
1,832.8
|
|
|
$
|
1,587.2
|
|
Cost of sales
|
438.4
|
|
|
356.1
|
|
|
861.5
|
|
|
719.5
|
|
||||
Gross profit
|
479.6
|
|
|
462.9
|
|
|
971.3
|
|
|
867.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
231.2
|
|
|
308.4
|
|
|
473.7
|
|
|
532.5
|
|
||||
Research and development expenses
|
58.6
|
|
|
58.0
|
|
|
122.2
|
|
|
110.7
|
|
||||
Restructuring charges, net
|
8.7
|
|
|
3.5
|
|
|
15.0
|
|
|
10.7
|
|
||||
Non-restructuring impairment charges
|
16.9
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
||||
Gains on divestiture and license
|
(0.2
|
)
|
|
(0.9
|
)
|
|
(0.3
|
)
|
|
(1.7
|
)
|
||||
Operating income
|
164.4
|
|
|
93.9
|
|
|
343.8
|
|
|
215.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(97.2
|
)
|
|
(57.4
|
)
|
|
(195.0
|
)
|
|
(106.2
|
)
|
||||
Interest income
|
0.2
|
|
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
||||
Other income (loss), net
|
(0.7
|
)
|
|
4.2
|
|
|
1.3
|
|
|
8.4
|
|
||||
Income from continuing operations before income taxes
|
66.7
|
|
|
41.1
|
|
|
150.5
|
|
|
118.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax benefit
|
(53.6
|
)
|
|
(34.1
|
)
|
|
(85.7
|
)
|
|
(44.4
|
)
|
||||
Income from continuing operations
|
120.3
|
|
|
75.2
|
|
|
236.2
|
|
|
162.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of income taxes
|
(2.0
|
)
|
|
23.6
|
|
|
93.2
|
|
|
28.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
118.3
|
|
|
$
|
98.8
|
|
|
$
|
329.4
|
|
|
$
|
191.5
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share (Note 7):
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
1.08
|
|
|
$
|
0.64
|
|
|
$
|
2.09
|
|
|
$
|
1.40
|
|
Income (loss) from discontinued operations
|
(0.02
|
)
|
|
0.20
|
|
|
0.82
|
|
|
0.25
|
|
||||
Net income
|
$
|
1.06
|
|
|
$
|
0.85
|
|
|
$
|
2.91
|
|
|
$
|
1.65
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
111.1
|
|
|
115.6
|
|
|
113.2
|
|
|
115.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share (Note 7):
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
1.07
|
|
|
$
|
0.64
|
|
|
$
|
2.07
|
|
|
$
|
1.38
|
|
Income (loss) from discontinued operations
|
(0.02
|
)
|
|
0.20
|
|
|
0.82
|
|
|
0.25
|
|
||||
Net income
|
$
|
1.06
|
|
|
$
|
0.84
|
|
|
$
|
2.88
|
|
|
$
|
1.62
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted-average shares outstanding
|
112.0
|
|
|
117.2
|
|
|
114.2
|
|
|
116.8
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Net income
|
$
|
118.3
|
|
|
$
|
98.8
|
|
|
$
|
329.4
|
|
|
$
|
191.5
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
8.8
|
|
|
(36.5
|
)
|
|
(59.3
|
)
|
|
(58.9
|
)
|
||||
Unrecognized gain on derivatives, net of $-, ($0.1), $- and ($0.1) tax
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
|
0.2
|
|
||||
Unrecognized gain (loss) on benefit plans, net of $5.4, $0.4, $4.4 and ($0.1) tax
|
(8.8
|
)
|
|
(0.1
|
)
|
|
(7.0
|
)
|
|
0.9
|
|
||||
Total other comprehensive income (loss), net of tax
|
0.2
|
|
|
(36.5
|
)
|
|
(66.0
|
)
|
|
(57.8
|
)
|
||||
Comprehensive income
|
$
|
118.5
|
|
|
$
|
62.3
|
|
|
$
|
263.4
|
|
|
$
|
133.7
|
|
|
March 25,
2016 |
|
September 25,
2015 |
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
341.4
|
|
|
$
|
365.9
|
|
Accounts receivable, less allowance for doubtful accounts of $6.5 and $4.7
|
503.5
|
|
|
548.5
|
|
||
Inventories
|
377.1
|
|
|
281.8
|
|
||
Deferred income taxes
|
116.3
|
|
|
142.7
|
|
||
Prepaid expenses and other current assets
|
205.6
|
|
|
207.3
|
|
||
Current assets held for sale
|
1.0
|
|
|
299.9
|
|
||
Total current assets
|
1,544.9
|
|
|
1,846.1
|
|
||
Property, plant and equipment, net
|
999.4
|
|
|
991.3
|
|
||
Goodwill
|
3,645.3
|
|
|
3,649.4
|
|
||
Intangible assets, net
|
9,425.3
|
|
|
9,666.3
|
|
||
Other assets
|
288.7
|
|
|
251.0
|
|
||
Total Assets
|
$
|
15,903.6
|
|
|
$
|
16,404.1
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
21.6
|
|
|
$
|
22.3
|
|
Accounts payable
|
118.0
|
|
|
133.0
|
|
||
Accrued payroll and payroll-related costs
|
99.6
|
|
|
103.7
|
|
||
Accrued interest
|
98.3
|
|
|
80.2
|
|
||
Accrued and other current liabilities
|
549.5
|
|
|
517.4
|
|
||
Current liabilities held for sale
|
5.1
|
|
|
72.8
|
|
||
Total current liabilities
|
892.1
|
|
|
929.4
|
|
||
Long-term debt
|
6,409.6
|
|
|
6,474.3
|
|
||
Pension and postretirement benefits
|
132.7
|
|
|
116.7
|
|
||
Environmental liabilities
|
72.5
|
|
|
73.3
|
|
||
Deferred income taxes
|
2,872.2
|
|
|
3,132.4
|
|
||
Other income tax liabilities
|
118.3
|
|
|
121.3
|
|
||
Other liabilities
|
308.3
|
|
|
245.5
|
|
||
Total Liabilities
|
10,805.7
|
|
|
11,092.9
|
|
||
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; 117,875,515 and 117,513,370 issued;
109,297,161 and 116,283,149 outstanding
|
23.6
|
|
|
23.5
|
|
||
Ordinary shares held in treasury at cost, 8,578,354 and 1,230,221
|
(611.3
|
)
|
|
(109.7
|
)
|
||
Additional paid-in capital
|
5,382.4
|
|
|
5,357.6
|
|
||
Retained earnings
|
368.3
|
|
|
38.9
|
|
||
Accumulated other comprehensive income
|
(65.1
|
)
|
|
0.9
|
|
||
Total Shareholders' Equity
|
5,097.9
|
|
|
5,311.2
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
15,903.6
|
|
|
$
|
16,404.1
|
|
|
Six Months Ended
|
||||||
|
March 25,
2016 |
|
March 27,
2015 |
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
329.4
|
|
|
$
|
191.5
|
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
417.5
|
|
|
301.2
|
|
||
Share-based compensation
|
19.8
|
|
|
65.9
|
|
||
Deferred income taxes
|
(224.0
|
)
|
|
(124.2
|
)
|
||
Non-cash impairment charges
|
16.9
|
|
|
—
|
|
||
Gain on disposal of discontinued operations
|
(97.4
|
)
|
|
—
|
|
||
Other non-cash items
|
9.2
|
|
|
(59.6
|
)
|
||
Changes in assets and liabilities, net of the effects of acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
50.6
|
|
|
(29.8
|
)
|
||
Inventories
|
1.3
|
|
|
42.3
|
|
||
Accounts payable
|
(16.2
|
)
|
|
19.1
|
|
||
Income taxes
|
71.9
|
|
|
82.3
|
|
||
Other
|
(38.9
|
)
|
|
(123.2
|
)
|
||
Net cash provided by operating activities
|
540.1
|
|
|
365.5
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(91.4
|
)
|
|
(55.1
|
)
|
||
Acquisitions and intangibles, net of cash acquired
|
(170.1
|
)
|
|
—
|
|
||
Proceeds from disposal of discontinued operations, net of cash
|
269.8
|
|
|
—
|
|
||
Restricted cash
|
21.1
|
|
|
0.4
|
|
||
Other
|
4.6
|
|
|
1.7
|
|
||
Net cash provided by (used in) investing activities
|
34.0
|
|
|
(53.0
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Issuance of external debt
|
78.4
|
|
|
80.0
|
|
||
Repayment of external debt and capital leases
|
(151.5
|
)
|
|
(63.5
|
)
|
||
Excess tax benefit from share-based compensation
|
—
|
|
|
20.2
|
|
||
Debt financing costs
|
(0.1
|
)
|
|
(0.4
|
)
|
||
Proceeds from exercise of share options
|
6.3
|
|
|
20.6
|
|
||
Repurchase of shares
|
(501.6
|
)
|
|
(12.3
|
)
|
||
Other
|
(30.0
|
)
|
|
(4.0
|
)
|
||
Net cash (used in) provided by financing activities
|
(598.5
|
)
|
|
40.6
|
|
||
Effect of currency rate changes on cash
|
(0.1
|
)
|
|
(7.4
|
)
|
||
Net increase in cash and cash equivalents
|
(24.5
|
)
|
|
345.7
|
|
||
Cash and cash equivalents at beginning of period
|
365.9
|
|
|
707.8
|
|
||
Cash and cash equivalents at end of period
|
$
|
341.4
|
|
|
$
|
1,053.5
|
|
|
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 25, 2015
|
117.5
|
|
|
$
|
23.5
|
|
|
1.2
|
|
|
$
|
(109.7
|
)
|
|
$
|
5,357.6
|
|
|
$
|
38.9
|
|
|
$
|
0.9
|
|
|
$
|
5,311.2
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
329.4
|
|
|
—
|
|
|
329.4
|
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59.3
|
)
|
|
(59.3
|
)
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Minimum pension liability, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
(7.0
|
)
|
||||||
Share options exercised
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||||
Vesting of restricted shares
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.8
|
|
|
—
|
|
|
—
|
|
|
19.8
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
7.4
|
|
|
(501.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501.6
|
)
|
||||||
Balance at March 25, 2016
|
117.9
|
|
|
$
|
23.6
|
|
|
8.6
|
|
|
$
|
(611.3
|
)
|
|
$
|
5,382.4
|
|
|
$
|
368.3
|
|
|
$
|
(65.1
|
)
|
|
$
|
5,097.9
|
|
1.
|
Background and Basis of Presentation
|
•
|
Specialty Brands
produces and markets branded pharmaceutical and biopharmaceutical products and therapies;
|
•
|
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
|
•
|
Nuclear Imaging
manufactures and markets radiopharmaceuticals (nuclear medicine).
|
2.
|
Recently Issued Accounting Standards
|
3.
|
Discontinued Operations
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Major line items constituting income (loss) from discontinued operations
|
March 25, 2016
|
|
March 27, 2015
|
|
March 25, 2016
|
|
March 27, 2015
|
||||||||
Net sales
|
$
|
1.1
|
|
|
$
|
103.3
|
|
|
$
|
60.3
|
|
|
$
|
209.9
|
|
Cost of sales
|
1.4
|
|
|
77.7
|
|
|
46.2
|
|
|
150.4
|
|
||||
Selling, general and administrative expenses
|
1.9
|
|
|
22.8
|
|
|
20.1
|
|
|
50.0
|
|
||||
Other
|
—
|
|
|
1.6
|
|
|
1.1
|
|
|
2.6
|
|
||||
(Loss) income from discontinued operations
|
(2.2
|
)
|
|
1.2
|
|
|
(7.1
|
)
|
|
6.9
|
|
||||
Gain on disposal of discontinued operations
|
0.3
|
|
|
—
|
|
|
97.3
|
|
|
—
|
|
||||
(Loss) Income from discontinued operations, before income taxes
|
(1.9
|
)
|
|
1.2
|
|
|
90.2
|
|
|
6.9
|
|
||||
Income tax (benefit) expense
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(2.9
|
)
|
|
0.9
|
|
||||
(Loss) income from discontinued operations net of tax
|
$
|
(1.7
|
)
|
|
$
|
1.3
|
|
|
$
|
93.1
|
|
|
$
|
6.0
|
|
|
March 25, 2016
|
|
September 25, 2015
|
||||
Carrying amounts of major classes of assets included as part of discontinued operations
|
|
|
|
||||
Accounts receivable
|
$
|
0.9
|
|
|
$
|
68.5
|
|
Inventories
|
0.1
|
|
|
86.3
|
|
||
Property, plant and equipment, net
|
—
|
|
|
60.3
|
|
||
Intangible assets, net
|
—
|
|
|
27.7
|
|
||
Other current and non-current assets
|
—
|
|
|
57.1
|
|
||
Total assets classified as held for sale in the balance sheet
|
$
|
1.0
|
|
|
$
|
299.9
|
|
|
|
|
|
||||
Carrying amounts of major classes of liabilities included as part of discontinued operations
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
22.0
|
|
Other current and non-current liabilities
|
5.1
|
|
|
50.8
|
|
||
Total liabilities classified as held for sale in the balance sheet
|
$
|
5.1
|
|
|
$
|
72.8
|
|
|
Six Months Ended
|
||||||
|
March 25, 2016
|
|
March 27, 2015
|
||||
Depreciation
|
$
|
—
|
|
|
$
|
5.9
|
|
Amortization
|
—
|
|
|
1.4
|
|
||
Capital expenditures
|
1.6
|
|
|
3.4
|
|
4.
|
Acquisitions and License Agreements
|
|
Hemostasis Products
|
|
Therakos
|
|
Ikaria
|
||||||
Cash and cash equivalents
|
$
|
3.3
|
|
|
$
|
41.3
|
|
|
$
|
77.3
|
|
Inventory
|
108.3
|
|
|
23.5
|
|
|
26.3
|
|
|||
Intangible assets
|
124.0
|
|
|
1,170.0
|
|
|
1,971.0
|
|
|||
Goodwill
|
0.1
|
|
|
430.4
|
|
|
795.0
|
|
|||
Other assets, current and non-current
(1)
|
3.4
|
|
|
42.1
|
|
|
174.3
|
|
|||
Total assets acquired
|
239.1
|
|
|
1,707.3
|
|
|
3,043.9
|
|
|||
Current liabilities
|
5.7
|
|
|
24.7
|
|
|
33.0
|
|
|||
Other liabilities (non-current)
|
10.6
|
|
|
0.6
|
|
|
15.8
|
|
|||
Deferred tax liabilities, net (non-current)
|
(3.3
|
)
|
|
318.1
|
|
|
620.5
|
|
|||
Contingent consideration
|
52.0
|
|
|
—
|
|
|
—
|
|
|||
Total debt
|
—
|
|
|
344.8
|
|
|
1,121.0
|
|
|||
Total liabilities assumed
|
65.0
|
|
|
688.2
|
|
|
1,790.3
|
|
|||
Net assets acquired
|
$
|
174.1
|
|
|
$
|
1,019.1
|
|
|
$
|
1,253.6
|
|
(1)
|
This amount includes
$0.0 million
,
$22.0 million
and
$73.8 million
, of accounts receivable for the Hemostasis Acquisition, Therakos Acquisition and the Ikaria Acquisition, respectively, which is also the gross contractual value.
|
|
Hemostasis Products
|
|
Therakos
|
|
Ikaria
|
||||||
Total consideration, net of cash
|
$
|
222.8
|
|
|
$
|
977.8
|
|
|
$
|
1,176.3
|
|
Plus: cash assumed in acquisition
|
3.3
|
|
|
41.3
|
|
|
77.3
|
|
|||
Total consideration
|
226.1
|
|
|
1,019.1
|
|
|
1,253.6
|
|
|||
Less: contingent consideration
|
(52.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net assets acquired
|
$
|
174.1
|
|
|
$
|
1,019.1
|
|
|
$
|
1,253.6
|
|
Hemostasis Products
|
Amount
|
|
Amortization Period
|
||
Raplixa - Completed technology
|
$
|
66.0
|
|
|
15 years
|
Recothrom - Completed technology
|
42.0
|
|
|
13 years
|
|
PreveLeak - Completed technology
|
16.0
|
|
|
13 years
|
|
|
$
|
124.0
|
|
|
|
Therakos
|
Amount
|
|
Amortization Period
|
||
Completed technology
|
$
|
1,170.0
|
|
|
15 years
|
Ikaria
|
Amount
|
|
Amortization Period
|
||
Completed technology
|
$
|
1,820.0
|
|
|
15 years
|
Trademark
|
70.0
|
|
|
22 years
|
|
In-process research and development - terlipressin
|
81.0
|
|
|
Non-Amortizable
|
|
|
$
|
1,971.0
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Therakos
|
$
|
50.2
|
|
|
$
|
—
|
|
|
$
|
100.6
|
|
|
$
|
—
|
|
Ikaria
|
119.7
|
|
|
—
|
|
|
234.3
|
|
|
—
|
|
||||
|
$
|
169.9
|
|
|
$
|
—
|
|
|
$
|
334.9
|
|
|
$
|
—
|
|
Operating income
|
|
|
|
|
|
|
|
||||||||
Therakos
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
(6.9
|
)
|
|
$
|
—
|
|
Ikaria
|
49.2
|
|
|
—
|
|
|
91.4
|
|
|
—
|
|
||||
|
$
|
53.4
|
|
|
$
|
—
|
|
|
$
|
84.5
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Intangible asset amortization
|
|
|
|
|
|
|
|
||||||||
Therakos
|
$
|
19.5
|
|
|
$
|
—
|
|
|
$
|
39.0
|
|
|
$
|
—
|
|
Ikaria
|
31.2
|
|
|
—
|
|
|
62.3
|
|
|
—
|
|
||||
|
$
|
50.7
|
|
|
$
|
—
|
|
|
$
|
101.3
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Acquisition-related costs
|
|
|
|
|
|
|
|
||||||||
Hemostasis products
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
Therakos
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Ikaria
|
—
|
|
|
7.1
|
|
|
0.2
|
|
|
7.1
|
|
||||
|
$
|
1.9
|
|
|
$
|
7.1
|
|
|
$
|
3.0
|
|
|
$
|
7.1
|
|
•
|
non-recurring costs related to the step-up in fair value of acquired inventory and transaction costs related to the acquisitions;
|
•
|
increased amortization expense related to the intangible assets acquired in the acquisitions;
|
•
|
increased interest expense to reflect the fixed-rate notes entered into in connection with the Therakos Acquisition (utilizing the interest rate of
5.625%
), the fixed-rate notes entered into in connection with the Ikaria Acquisition (utilizing the interest rates of
4.875%
and
5.50%
) and the borrowings under the variable-rate revolving credit facility (utilizing the interest in effect at the acquisition date of
2.58%
), 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 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Net sales
|
$
|
918.0
|
|
|
$
|
969.2
|
|
|
$
|
1,832.8
|
|
|
$
|
1,886.9
|
|
Income from continuing operations
|
120.5
|
|
|
84.6
|
|
|
246.5
|
|
|
179.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
|
$
|
1.08
|
|
|
$
|
0.73
|
|
|
$
|
2.18
|
|
|
$
|
1.56
|
|
Diluted earnings per share from continuing operations
|
1.08
|
|
|
0.72
|
|
|
2.16
|
|
|
1.54
|
|
5.
|
Restructuring and Related Charges
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Specialty Brands
|
$
|
8.0
|
|
|
$
|
0.9
|
|
|
$
|
9.6
|
|
|
$
|
15.1
|
|
Specialty Generics
|
0.6
|
|
|
2.7
|
|
|
1.7
|
|
|
2.7
|
|
||||
Nuclear Imaging
|
0.3
|
|
|
—
|
|
|
2.5
|
|
|
(7.3
|
)
|
||||
Corporate
|
1.5
|
|
|
—
|
|
|
3.0
|
|
|
0.4
|
|
||||
Restructuring and related charges, net
|
10.4
|
|
|
3.6
|
|
|
16.8
|
|
|
10.9
|
|
||||
Less: accelerated depreciation
|
(1.7
|
)
|
|
(0.1
|
)
|
|
(1.8
|
)
|
|
(0.2
|
)
|
||||
Restructuring charges, net
|
$
|
8.7
|
|
|
$
|
3.5
|
|
|
$
|
15.0
|
|
|
$
|
10.7
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
2013 Mallinckrodt Program
|
$
|
8.4
|
|
|
$
|
2.7
|
|
|
$
|
14.1
|
|
|
$
|
(2.2
|
)
|
Acquisitions
|
2.0
|
|
|
0.9
|
|
|
2.7
|
|
|
13.1
|
|
||||
Total
|
10.4
|
|
|
3.6
|
|
|
16.8
|
|
|
10.9
|
|
||||
Less: non-cash charges, including accelerated share-based compensation expense
|
(1.7
|
)
|
|
(1.0
|
)
|
|
(1.8
|
)
|
|
(7.9
|
)
|
||||
Total charges expected to be settled in cash
|
$
|
8.7
|
|
|
$
|
2.6
|
|
|
$
|
15.0
|
|
|
$
|
3.0
|
|
|
2013 Mallinckrodt Program
|
|
Acquisitions
|
|
Total
|
||||||
Balance at September 25, 2015
|
$
|
8.0
|
|
|
$
|
10.0
|
|
|
$
|
18.0
|
|
Charges
|
12.5
|
|
|
3.5
|
|
|
16.0
|
|
|||
Changes in estimate
|
(0.2
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|||
Cash payments
|
(7.9
|
)
|
|
(8.7
|
)
|
|
(16.6
|
)
|
|||
Reclassifications
(1)
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||
Balance at March 25, 2016
|
$
|
11.0
|
|
|
$
|
4.0
|
|
|
$
|
15.0
|
|
Specialty Brands
|
$
|
10.9
|
|
Specialty Generics
|
17.3
|
|
|
Nuclear Imaging (including CMDS)
|
69.9
|
|
|
Corporate
|
13.0
|
|
|
|
$
|
111.1
|
|
6.
|
Income Taxes
|
7.
|
Earnings per Share
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25, 2016
|
|
March 27, 2015
|
|
March 25, 2016
|
|
March 27, 2015
|
||||||||
Earnings (loss) per share numerator:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities
|
$
|
120.3
|
|
|
$
|
75.2
|
|
|
$
|
236.2
|
|
|
$
|
162.6
|
|
Less: earnings allocated to participating securities
|
—
|
|
|
0.7
|
|
|
—
|
|
|
1.6
|
|
||||
Income from continuing operations attributable to common shareholders, after earnings allocated to participating securities
|
120.3
|
|
|
74.5
|
|
|
236.2
|
|
|
161.0
|
|
||||
Income (loss) from discontinued operations
|
(2.0
|
)
|
|
23.6
|
|
|
93.2
|
|
|
28.9
|
|
||||
Less: earnings from discontinued operations allocated to participating securities
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
||||
Income (loss) from discontinued operations attributable to common shareholders, after allocation of earnings to participating securities
|
(2.0
|
)
|
|
23.4
|
|
|
93.2
|
|
|
28.6
|
|
||||
Net income attributable to common shareholders, after allocation of earnings to participating securities
|
$
|
118.3
|
|
|
$
|
97.9
|
|
|
$
|
329.4
|
|
|
$
|
189.6
|
|
Earnings (loss) per share denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic
|
111.1
|
|
|
115.6
|
|
|
113.2
|
|
|
115.2
|
|
||||
Impact of dilutive securities
|
0.9
|
|
|
1.6
|
|
|
1.0
|
|
|
1.6
|
|
||||
Weighted-average shares outstanding - diluted
|
112.0
|
|
|
117.2
|
|
|
114.2
|
|
|
116.8
|
|
||||
Basic earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
1.08
|
|
|
$
|
0.64
|
|
|
$
|
2.09
|
|
|
$
|
1.40
|
|
Income (loss) from discontinued operations
|
(0.02
|
)
|
|
0.20
|
|
|
0.82
|
|
|
0.25
|
|
||||
Net income attributable to common shareholders
|
$
|
1.06
|
|
|
$
|
0.85
|
|
|
$
|
2.91
|
|
|
$
|
1.65
|
|
Diluted earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
1.07
|
|
|
$
|
0.64
|
|
|
$
|
2.07
|
|
|
$
|
1.38
|
|
Income (loss) from discontinued operations
|
(0.02
|
)
|
|
0.20
|
|
|
0.82
|
|
|
0.25
|
|
||||
Net income attributable to common shareholders
|
$
|
1.06
|
|
|
$
|
0.84
|
|
|
$
|
2.88
|
|
|
$
|
1.62
|
|
8.
|
Inventories
|
|
March 25,
2016 |
|
September 25,
2015 |
||||
Raw materials and supplies
|
$
|
73.8
|
|
|
$
|
66.3
|
|
Work in process
|
208.2
|
|
|
124.2
|
|
||
Finished goods
|
95.1
|
|
|
91.3
|
|
||
|
$
|
377.1
|
|
|
$
|
281.8
|
|
9.
|
Property, Plant and Equipment
|
|
March 25,
2016 |
|
September 25, 2015
|
||||
Property, plant and equipment, gross
|
$
|
1,938.3
|
|
|
$
|
1,870.6
|
|
Less: accumulated depreciation
|
(938.9
|
)
|
|
(879.3
|
)
|
||
Property, plant and equipment, net
|
$
|
999.4
|
|
|
$
|
991.3
|
|
10.
|
Goodwill and Intangible Assets
|
|
March 25, 2016
|
|
September 25, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated Impairment
|
|
Gross
Carrying
Amount
|
|
Accumulated Impairment
|
||||||||
Specialty Brands
|
$
|
3,438.3
|
|
|
$
|
—
|
|
|
$
|
3,442.4
|
|
|
$
|
—
|
|
Specialty Generics
|
207.0
|
|
|
—
|
|
|
207.0
|
|
|
—
|
|
||||
Nuclear Imaging
|
119.5
|
|
|
(119.5
|
)
|
|
119.5
|
|
|
(119.5
|
)
|
||||
Total
|
$
|
3,764.8
|
|
|
$
|
(119.5
|
)
|
|
$
|
3,768.9
|
|
|
$
|
(119.5
|
)
|
|
March 25, 2016
|
|
September 25, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizable:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
10,020.1
|
|
|
$
|
1,104.4
|
|
|
$
|
9,896.0
|
|
|
$
|
765.8
|
|
Licenses
|
185.1
|
|
|
106.1
|
|
|
185.1
|
|
|
99.8
|
|
||||
Customer relationships
|
28.3
|
|
|
6.1
|
|
|
28.1
|
|
|
4.4
|
|
||||
Trademarks
|
82.2
|
|
|
8.1
|
|
|
82.1
|
|
|
6.2
|
|
||||
Other
|
6.7
|
|
|
6.7
|
|
|
6.7
|
|
|
6.7
|
|
||||
Total
|
$
|
10,322.4
|
|
|
$
|
1,231.4
|
|
|
$
|
10,198.0
|
|
|
$
|
882.9
|
|
Non-Amortizable:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
35.0
|
|
|
|
|
$
|
35.0
|
|
|
|
||||
In-process research and development
|
299.3
|
|
|
|
|
316.2
|
|
|
|
||||||
Total
|
$
|
334.3
|
|
|
|
|
$
|
351.2
|
|
|
|
|
|
||
Remainder of fiscal 2016
|
$
|
353.0
|
|
Fiscal 2017
|
700.8
|
|
|
Fiscal 2018
|
691.8
|
|
|
Fiscal 2019
|
691.5
|
|
|
Fiscal 2020
|
691.3
|
|
11.
|
Debt
|
|
March 25, 2016
|
|
September 25, 2015
|
||||||||||||
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
||||||||
Current maturities of long-term debt:
|
|
|
|
|
|
|
|
||||||||
Term loan due March 2021
|
$
|
20.0
|
|
|
$
|
0.4
|
|
|
$
|
20.0
|
|
|
$
|
—
|
|
4.00% term loan due February 2022
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Capital lease obligation and vendor financing agreements
|
1.0
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Total current debt
|
22.0
|
|
|
0.4
|
|
|
22.3
|
|
|
—
|
|
||||
Long-term debt:
|
|
|
|
|
|
|
|
||||||||
Variable-rate receivable securitization
|
215.0
|
|
|
0.7
|
|
|
153.0
|
|
|
0.8
|
|
||||
3.50% notes due April 2018
|
300.0
|
|
|
1.4
|
|
|
300.0
|
|
|
1.7
|
|
||||
4.875% notes due April 2020
|
700.0
|
|
|
10.0
|
|
|
700.0
|
|
|
11.3
|
|
||||
Term loan due March 2021
|
1,948.5
|
|
|
39.6
|
|
|
1,958.5
|
|
|
44.1
|
|
||||
4.00% term loan due February 2022
|
6.4
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
||||
9.50% debentures due May 2022
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
||||
5.75% notes due August 2022
|
884.0
|
|
|
13.1
|
|
|
900.0
|
|
|
14.4
|
|
||||
8.00% debentures due March 2023
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
||||
4.75% notes due April 2023
|
600.0
|
|
|
6.7
|
|
|
600.0
|
|
|
7.1
|
|
||||
5.625% notes due October 2023
|
740.0
|
|
|
12.7
|
|
|
750.0
|
|
|
13.7
|
|
||||
5.50% notes due April 2025
|
700.0
|
|
|
11.2
|
|
|
700.0
|
|
|
11.9
|
|
||||
Revolving credit facility
|
400.0
|
|
|
4.3
|
|
|
500.0
|
|
|
4.9
|
|
||||
Capital lease obligation and vendor financing agreements
|
0.6
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Total long-term debt
|
6,509.3
|
|
|
99.7
|
|
|
6,584.2
|
|
|
109.9
|
|
||||
Total debt
|
$
|
6,531.3
|
|
|
$
|
100.1
|
|
|
$
|
6,606.5
|
|
|
$
|
109.9
|
|
12.
|
Retirement Plans
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Service cost
|
$
|
1.0
|
|
|
$
|
1.2
|
|
|
$
|
2.0
|
|
|
$
|
2.4
|
|
Interest cost
|
4.2
|
|
|
4.4
|
|
|
8.4
|
|
|
8.9
|
|
||||
Expected return on plan assets
|
(5.1
|
)
|
|
(5.7
|
)
|
|
(10.2
|
)
|
|
(11.5
|
)
|
||||
Amortization of net actuarial loss
|
2.6
|
|
|
2.4
|
|
|
5.2
|
|
|
4.7
|
|
||||
Amortization of prior service (credit)
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
||||
Plan settlements
|
3.7
|
|
|
1.2
|
|
|
3.7
|
|
|
1.2
|
|
||||
Net periodic benefit cost
|
$
|
6.3
|
|
|
$
|
3.3
|
|
|
$
|
8.9
|
|
|
$
|
5.3
|
|
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 25, 2015
|
$
|
60.2
|
|
|
$
|
(6.4
|
)
|
|
$
|
(52.9
|
)
|
|
$
|
0.9
|
|
Other comprehensive income before reclassifications
|
(0.6
|
)
|
|
—
|
|
|
(12.4
|
)
|
|
(13.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(58.7
|
)
|
|
0.3
|
|
|
5.4
|
|
|
(53.0
|
)
|
||||
Net current period other comprehensive income (loss)
|
(59.3
|
)
|
|
0.3
|
|
|
(7.0
|
)
|
|
(66.0
|
)
|
||||
Balance at March 25, 2016
|
$
|
0.9
|
|
|
$
|
(6.1
|
)
|
|
$
|
(59.9
|
)
|
|
$
|
(65.1
|
)
|
|
Amount Reclassified from
Accumulated Other Comprehensive Income
|
|
|
||||||
|
Three Months Ended March 25, 2016
|
|
Six Months Ended March 25, 2016
|
|
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
|
—
|
|
|
—
|
|
|
Income tax benefit
|
||
Net of income taxes
|
0.2
|
|
|
0.3
|
|
|
|
||
|
|
|
|
|
|
||||
Amortization of pension and post-retirement benefit plans:
|
|
|
|
|
|
||||
Net actuarial loss
|
2.6
|
|
|
5.2
|
|
|
(1)
|
||
Prior service credit
|
(0.7
|
)
|
|
(1.3
|
)
|
|
(1)
|
||
Disposal of discontinued operations
|
—
|
|
|
0.8
|
|
|
Income from discontinued operations, net of income taxes
|
||
Plan settlements
|
3.7
|
|
|
3.7
|
|
|
(1)
|
||
Total before tax
|
5.6
|
|
|
8.4
|
|
|
|
||
Income tax provision
|
(2.0
|
)
|
|
(3.0
|
)
|
|
Income tax benefit
|
||
Net of income taxes
|
3.6
|
|
|
5.4
|
|
|
|
||
|
|
|
|
|
|
||||
Currency translation
|
—
|
|
|
(58.7
|
)
|
|
Income from discontinued operations, net of income taxes
|
||
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
3.8
|
|
|
$
|
(53.0
|
)
|
|
|
(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 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
|
|
|
(1)
|
||
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.
|
14.
|
Equity
|
|
March 2016
Repurchase Program
|
|
November 2015 Repurchase Program
|
|
January 2015
Repurchase Program
|
|||||||||||||||
|
Number of Shares
|
|
Amount
|
|
Number of Shares
|
|
Amount
|
|
Number of Shares
|
|
Amount
|
|||||||||
Authorized repurchase amount
|
|
|
$
|
350.0
|
|
|
|
|
$
|
500.0
|
|
|
|
|
$
|
300.0
|
|
|||
Repurchases:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fiscal 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
823,592
|
|
|
75.0
|
|
|||
Fiscal 2016
|
—
|
|
|
—
|
|
|
4,127,777
|
|
|
275.0
|
|
|
3,199,279
|
|
|
225.0
|
|
|||
Remaining amount available
|
|
|
$
|
350.0
|
|
|
|
|
$
|
225.0
|
|
|
|
|
$
|
—
|
|
15.
|
Guarantees
|
16.
|
Commitments and Contingencies
|
Balance at September 25, 2015
|
$
|
36.9
|
|
Accretion expense
|
1.1
|
|
|
Currency translation
|
—
|
|
|
Balance at March 25, 2016
|
$
|
38.0
|
|
17.
|
Financial Instruments and Fair Value Measurements
|
|
March 25,
2016 |
|
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
|
$
|
34.2
|
|
|
$
|
24.4
|
|
|
$
|
9.8
|
|
|
$
|
—
|
|
Foreign exchange forward and option contracts
|
1.9
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
36.1
|
|
|
$
|
26.3
|
|
|
$
|
9.8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
22.1
|
|
|
$
|
—
|
|
|
$
|
22.1
|
|
|
$
|
—
|
|
Contingent consideration and acquired contingent liabilities
|
204.2
|
|
|
—
|
|
|
—
|
|
|
204.2
|
|
||||
|
$
|
226.3
|
|
|
$
|
—
|
|
|
$
|
22.1
|
|
|
$
|
204.2
|
|
|
September 25,
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
|
$
|
34.6
|
|
|
$
|
24.2
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
34.6
|
|
|
$
|
24.2
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
20.0
|
|
|
$
|
—
|
|
|
$
|
20.0
|
|
|
$
|
—
|
|
Contingent consideration and acquired contingent liabilities
|
174.6
|
|
|
—
|
|
|
—
|
|
|
174.6
|
|
||||
Foreign exchange forward and option contracts
|
3.3
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
197.9
|
|
|
$
|
3.3
|
|
|
$
|
20.0
|
|
|
$
|
174.6
|
|
Balance at September 25, 2015
|
$
|
174.6
|
|
Acquisition date fair value of contingent consideration
|
52.0
|
|
|
Acquisition date fair value of acquired contingent consideration
|
10.6
|
|
|
Payments
|
(30.0
|
)
|
|
Accretion expense
|
3.3
|
|
|
Fair value adjustment
|
(6.3
|
)
|
|
Balance at March 25, 2016
|
$
|
204.2
|
|
|
March 25, 2016
|
|
September 25, 2015
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Variable-rate receivable securitization
|
$
|
215.0
|
|
|
$
|
215.0
|
|
|
$
|
153.0
|
|
|
$
|
153.0
|
|
3.50% notes due April 2018
|
300.0
|
|
|
286.4
|
|
|
300.0
|
|
|
294.3
|
|
||||
4.875% notes due April 2020
|
700.0
|
|
|
654.3
|
|
|
700.0
|
|
|
684.1
|
|
||||
Term loans due March 2021
|
1,968.5
|
|
|
1,914.6
|
|
|
1,978.5
|
|
|
1,966.5
|
|
||||
4.00% term loan due February 2022
|
6.4
|
|
|
6.4
|
|
|
7.9
|
|
|
7.9
|
|
||||
9.50% debentures due May 2022
|
10.4
|
|
|
11.4
|
|
|
10.4
|
|
|
13.0
|
|
||||
5.75% notes due August 2022
|
884.0
|
|
|
812.9
|
|
|
900.0
|
|
|
876.1
|
|
||||
8.00% debentures due March 2023
|
4.4
|
|
|
4.6
|
|
|
4.4
|
|
|
5.3
|
|
||||
4.75% notes due April 2023
|
600.0
|
|
|
499.2
|
|
|
600.0
|
|
|
539.6
|
|
||||
5.625% notes due October 2023
|
740.0
|
|
|
671.3
|
|
|
750.0
|
|
|
705.2
|
|
||||
5.50% notes due April 2025
|
700.0
|
|
|
621.4
|
|
|
700.0
|
|
|
646.0
|
|
||||
Revolving credit facility
|
400.0
|
|
|
400.0
|
|
|
500.0
|
|
|
500.0
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||
CuraScript, Inc.
|
30
|
%
|
|
28
|
%
|
|
31
|
%
|
|
31
|
%
|
McKesson Corporation
|
12
|
%
|
|
21
|
%
|
|
13
|
%
|
|
19
|
%
|
Cardinal Health, Inc.
|
10
|
%
|
|
14
|
%
|
|
9
|
%
|
|
14
|
%
|
|
March 25,
2016 |
|
September 25,
2015 |
||
McKesson Corporation
|
25
|
%
|
|
24
|
%
|
CuraScript, Inc.
|
13
|
%
|
|
16
|
%
|
Cardinal Health, Inc.
|
13
|
%
|
|
13
|
%
|
Amerisource Bergen Corporation
|
11
|
%
|
|
12
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||
Acthar
|
27
|
%
|
|
28
|
%
|
|
29
|
%
|
|
31
|
%
|
Inomax
|
13
|
%
|
|
—
|
%
|
|
12
|
%
|
|
—
|
%
|
18.
|
Segment Data
|
•
|
Specialty Brands
produces and markets branded pharmaceutical and biopharmaceutical products and therapies;
|
•
|
Specialty Generics
produces specialty generic pharmaceuticals and API consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients; and
|
•
|
Nuclear Imaging
manufactures and markets radiopharmaceuticals (nuclear medicine).
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
March 25,
2016 |
|
March 27,
2015 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Specialty Brands
|
$
|
535.0
|
|
|
$
|
334.3
|
|
|
$
|
1,078.2
|
|
|
$
|
707.9
|
|
Specialty Generics
|
264.4
|
|
|
362.8
|
|
|
522.0
|
|
|
647.0
|
|
||||
Nuclear Imaging
|
102.2
|
|
|
109.5
|
|
|
205.8
|
|
|
211.4
|
|
||||
Net sales of operating segments
|
901.6
|
|
|
806.6
|
|
|
1,806.0
|
|
|
1,566.3
|
|
||||
Other
(1)
|
16.4
|
|
|
12.4
|
|
|
26.8
|
|
|
20.9
|
|
||||
Net sales
|
$
|
918.0
|
|
|
$
|
819.0
|
|
|
$
|
1,832.8
|
|
|
$
|
1,587.2
|
|
Operating income:
|
|
|
|
|
|
|
|
||||||||
Specialty Brands
|
$
|
263.1
|
|
|
$
|
97.4
|
|
|
$
|
535.1
|
|
|
$
|
245.6
|
|
Specialty Generics
|
101.6
|
|
|
203.7
|
|
|
219.8
|
|
|
344.2
|
|
||||
Nuclear Imaging
|
31.1
|
|
|
18.8
|
|
|
46.1
|
|
|
23.6
|
|
||||
Segment operating income
|
395.8
|
|
|
319.9
|
|
|
801.0
|
|
|
613.4
|
|
||||
Unallocated amounts:
|
|
|
|
|
|
|
|
|
|
||||||
Corporate and allocated expenses
(2)
|
(29.1
|
)
|
|
(99.5
|
)
|
|
(75.1
|
)
|
|
(139.3
|
)
|
||||
Intangible asset amortization
|
(175.0
|
)
|
|
(122.9
|
)
|
|
(348.4
|
)
|
|
(247.7
|
)
|
||||
Restructuring and related charges, net
(3)
|
(10.4
|
)
|
|
(3.6
|
)
|
|
(16.8
|
)
|
|
(10.9
|
)
|
||||
Non-restructuring impairment charges
|
(16.9
|
)
|
|
—
|
|
|
(16.9
|
)
|
|
—
|
|
||||
Operating income
|
$
|
164.4
|
|
|
$
|
93.9
|
|
|
$
|
343.8
|
|
|
$
|
215.5
|
|
(1)
|
Represents historical CMDS-related intercompany transactions that represent Mallinckrodt continuing operations under an ongoing supply agreement with the acquirer of the CMDS business.
|
(2)
|
Includes administration expenses and certain compensation, environmental and other costs not charged to the Company's operating segments.
|
(3)
|
Includes restructuring-related accelerated depreciation.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 25, 2016
|
|
March 27, 2015
|
|
March 25, 2016
|
|
March 27, 2015
|
||||||||
Acthar
|
$
|
248.4
|
|
|
$
|
228.0
|
|
|
$
|
535.1
|
|
|
$
|
494.4
|
|
Inomax
|
115.5
|
|
|
—
|
|
|
226.3
|
|
|
—
|
|
||||
Ofirmev
|
71.1
|
|
|
68.1
|
|
|
138.0
|
|
|
139.5
|
|
||||
Therakos immunotherapy
|
50.2
|
|
|
—
|
|
|
100.6
|
|
|
—
|
|
||||
Hemostasis products
|
11.4
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
||||
Other
|
38.4
|
|
|
38.2
|
|
|
66.8
|
|
|
74.0
|
|
||||
Specialty Brands
|
535.0
|
|
|
334.3
|
|
|
1,078.2
|
|
|
707.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hydrocodone (API) and hydrocodone-containing tablets
|
40.8
|
|
|
66.6
|
|
|
77.5
|
|
|
100.6
|
|
||||
Oxycodone (API) and oxycodone-containing tablets
|
37.9
|
|
|
48.6
|
|
|
66.8
|
|
|
95.6
|
|
||||
Methylphenidate ER
|
24.6
|
|
|
34.0
|
|
|
55.8
|
|
|
82.6
|
|
||||
Other controlled substances
|
121.9
|
|
|
145.4
|
|
|
231.6
|
|
|
257.3
|
|
||||
Other
|
39.2
|
|
|
68.2
|
|
|
90.3
|
|
|
110.9
|
|
||||
Specialty Generics
|
264.4
|
|
|
362.8
|
|
|
522.0
|
|
|
647.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Nuclear Imaging
|
102.2
|
|
|
109.5
|
|
|
205.8
|
|
|
211.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other
(1)
|
16.4
|
|
|
12.4
|
|
|
26.8
|
|
|
20.9
|
|
||||
Net sales
|
$
|
918.0
|
|
|
$
|
819.0
|
|
|
$
|
1,832.8
|
|
|
$
|
1,587.2
|
|
(1)
|
Represents historical CMDS-related intercompany transactions that represent Mallinckrodt continuing operations under an ongoing supply agreement with the acquirer of the CMDS business.
|
19.
|
Condensed Consolidating Financial Statements
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
0.1
|
|
|
$
|
137.9
|
|
|
$
|
203.4
|
|
|
$
|
—
|
|
|
$
|
341.4
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
503.5
|
|
|
—
|
|
|
503.5
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
377.1
|
|
|
—
|
|
|
377.1
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
116.3
|
|
|
—
|
|
|
116.3
|
|
|||||
Prepaid expenses and other current assets
|
0.8
|
|
|
0.3
|
|
|
204.5
|
|
|
—
|
|
|
205.6
|
|
|||||
Current assets held for sale
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||
Intercompany receivables
|
38.9
|
|
|
4.4
|
|
|
10,729.7
|
|
|
(10,773.0
|
)
|
|
—
|
|
|||||
Total current assets
|
39.8
|
|
|
142.6
|
|
|
12,135.5
|
|
|
(10,773.0
|
)
|
|
1,544.9
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
999.4
|
|
|
—
|
|
|
999.4
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
3,645.3
|
|
|
—
|
|
|
3,645.3
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
9,425.3
|
|
|
—
|
|
|
9,425.3
|
|
|||||
Investment in subsidiaries
|
15,133.9
|
|
|
19,316.0
|
|
|
10,507.3
|
|
|
(44,957.2
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
22.0
|
|
|
—
|
|
|
1,989.0
|
|
|
(2,011.0
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
—
|
|
|
288.7
|
|
|
—
|
|
|
288.7
|
|
|||||
Total Assets
|
$
|
15,195.7
|
|
|
$
|
19,458.6
|
|
|
$
|
38,990.5
|
|
|
$
|
(57,741.2
|
)
|
|
$
|
15,903.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
19.6
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
21.6
|
|
Accounts payable
|
—
|
|
|
0.3
|
|
|
117.7
|
|
|
—
|
|
|
118.0
|
|
|||||
Accrued payroll and payroll-related costs
|
—
|
|
|
—
|
|
|
99.6
|
|
|
—
|
|
|
99.6
|
|
|||||
Accrued interest
|
—
|
|
|
97.8
|
|
|
0.5
|
|
|
—
|
|
|
98.3
|
|
|||||
Accrued and other current liabilities
|
1.4
|
|
|
8.9
|
|
|
539.2
|
|
|
—
|
|
|
549.5
|
|
|||||
Current liabilities held for sale
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|||||
Intercompany payables
|
10,096.4
|
|
|
633.3
|
|
|
43.3
|
|
|
(10,773.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
10,097.8
|
|
|
759.9
|
|
|
807.4
|
|
|
(10,773.0
|
)
|
|
892.1
|
|
|||||
Long-term debt
|
—
|
|
|
6,173.5
|
|
|
236.1
|
|
|
—
|
|
|
6,409.6
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
132.7
|
|
|
—
|
|
|
132.7
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
72.5
|
|
|
—
|
|
|
72.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,872.2
|
|
|
—
|
|
|
2,872.2
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
118.3
|
|
|
—
|
|
|
118.3
|
|
|||||
Intercompany loans payable
|
—
|
|
|
2,011.0
|
|
|
—
|
|
|
(2,011.0
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
6.9
|
|
|
301.4
|
|
|
—
|
|
|
308.3
|
|
|||||
Total Liabilities
|
10,097.8
|
|
|
8,951.3
|
|
|
4,540.6
|
|
|
(12,784.0
|
)
|
|
10,805.7
|
|
|||||
Shareholders' Equity
|
5,097.9
|
|
|
10,507.3
|
|
|
34,449.9
|
|
|
(44,957.2
|
)
|
|
5,097.9
|
|
|||||
Total Liabilities and Shareholders' Equity
|
$
|
15,195.7
|
|
|
$
|
19,458.6
|
|
|
$
|
38,990.5
|
|
|
$
|
(57,741.2
|
)
|
|
$
|
15,903.6
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
0.1
|
|
|
$
|
152.1
|
|
|
$
|
213.7
|
|
|
$
|
—
|
|
|
$
|
365.9
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
548.5
|
|
|
—
|
|
|
548.5
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
281.8
|
|
|
—
|
|
|
281.8
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
142.7
|
|
|
—
|
|
|
142.7
|
|
|||||
Prepaid expenses and other current assets
|
1.3
|
|
|
0.2
|
|
|
205.8
|
|
|
—
|
|
|
207.3
|
|
|||||
Current assets held for sale
|
—
|
|
|
—
|
|
|
299.9
|
|
|
—
|
|
|
299.9
|
|
|||||
Intercompany receivables
|
39.1
|
|
|
128.6
|
|
|
9,699.5
|
|
|
(9,867.2
|
)
|
|
—
|
|
|||||
Total current assets
|
40.5
|
|
|
280.9
|
|
|
11,391.9
|
|
|
(9,867.2
|
)
|
|
1,846.1
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
991.3
|
|
|
—
|
|
|
991.3
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
3,649.4
|
|
|
—
|
|
|
3,649.4
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
9,666.3
|
|
|
—
|
|
|
9,666.3
|
|
|||||
Investment in subsidiaries
|
14,797.7
|
|
|
18,838.6
|
|
|
10,050.0
|
|
|
(43,686.3
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
174.4
|
|
|
—
|
|
|
2,498.2
|
|
|
(2,672.6
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
0.1
|
|
|
250.9
|
|
|
—
|
|
|
251.0
|
|
|||||
Total Assets
|
$
|
15,012.6
|
|
|
$
|
19,119.6
|
|
|
$
|
38,498.0
|
|
|
$
|
(56,226.1
|
)
|
|
$
|
16,404.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
20.0
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
22.3
|
|
Accounts payable
|
—
|
|
|
0.2
|
|
|
132.8
|
|
|
—
|
|
|
133.0
|
|
|||||
Accrued payroll and payroll-related costs
|
0.1
|
|
|
—
|
|
|
103.6
|
|
|
—
|
|
|
103.7
|
|
|||||
Accrued interest
|
—
|
|
|
77.1
|
|
|
3.1
|
|
|
—
|
|
|
80.2
|
|
|||||
Accrued and other current liabilities
|
1.8
|
|
|
0.3
|
|
|
515.3
|
|
|
—
|
|
|
517.4
|
|
|||||
Current liabilities held for sale
|
—
|
|
|
—
|
|
|
72.8
|
|
|
—
|
|
|
72.8
|
|
|||||
Intercompany payables
|
9,699.5
|
|
|
—
|
|
|
167.7
|
|
|
(9,867.2
|
)
|
|
—
|
|
|||||
Total current liabilities
|
9,701.4
|
|
|
97.6
|
|
|
997.6
|
|
|
(9,867.2
|
)
|
|
929.4
|
|
|||||
Long-term debt
|
—
|
|
|
6,299.4
|
|
|
174.9
|
|
|
—
|
|
|
6,474.3
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
116.7
|
|
|
—
|
|
|
116.7
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
73.3
|
|
|
—
|
|
|
73.3
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
3,132.4
|
|
|
—
|
|
|
3,132.4
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
121.3
|
|
|
—
|
|
|
121.3
|
|
|||||
Intercompany loans payable
|
—
|
|
|
2,672.6
|
|
|
—
|
|
|
(2,672.6
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
—
|
|
|
245.5
|
|
|
—
|
|
|
245.5
|
|
|||||
Total Liabilities
|
9,701.4
|
|
|
9,069.6
|
|
|
4,861.7
|
|
|
(12,539.8
|
)
|
|
11,092.9
|
|
|||||
Shareholders' Equity
|
5,311.2
|
|
|
10,050.0
|
|
|
33,636.3
|
|
|
(43,686.3
|
)
|
|
5,311.2
|
|
|||||
Total Liabilities and Shareholders' Equity
|
$
|
15,012.6
|
|
|
$
|
19,119.6
|
|
|
$
|
38,498.0
|
|
|
$
|
(56,226.1
|
)
|
|
$
|
16,404.1
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
918.0
|
|
|
$
|
—
|
|
|
$
|
918.0
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
438.4
|
|
|
—
|
|
|
438.4
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
479.6
|
|
|
—
|
|
|
479.6
|
|
|||||
Selling, general and administrative expenses
|
13.9
|
|
|
0.2
|
|
|
217.1
|
|
|
—
|
|
|
231.2
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
58.6
|
|
|
—
|
|
|
58.6
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
|||||
Non-restructuring impairment charges
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Operating (loss) income
|
(13.9
|
)
|
|
(0.2
|
)
|
|
178.5
|
|
|
—
|
|
|
164.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(69.9
|
)
|
|
(81.5
|
)
|
|
(21.7
|
)
|
|
75.9
|
|
|
(97.2
|
)
|
|||||
Interest income
|
—
|
|
|
0.2
|
|
|
75.9
|
|
|
(75.9
|
)
|
|
0.2
|
|
|||||
Other income (expense), net
|
12.3
|
|
|
(0.1
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Intercompany fees
|
(2.8
|
)
|
|
0.1
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
192.5
|
|
|
332.0
|
|
|
252.8
|
|
|
(777.3
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
118.2
|
|
|
250.5
|
|
|
475.3
|
|
|
(777.3
|
)
|
|
66.7
|
|
|||||
Income tax benefit
|
(0.1
|
)
|
|
(3.8
|
)
|
|
(49.7
|
)
|
|
—
|
|
|
(53.6
|
)
|
|||||
Income from continuing operations
|
118.3
|
|
|
254.3
|
|
|
525.0
|
|
|
(777.3
|
)
|
|
120.3
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
Net income
|
118.3
|
|
|
252.8
|
|
|
524.5
|
|
|
(777.3
|
)
|
|
118.3
|
|
|||||
Other comprehensive loss, net of tax
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
(0.4
|
)
|
|
0.2
|
|
|||||
Comprehensive income
|
$
|
118.5
|
|
|
$
|
253.0
|
|
|
$
|
524.7
|
|
|
$
|
(777.7
|
)
|
|
$
|
118.5
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
819.0
|
|
|
$
|
—
|
|
|
$
|
819.0
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
356.1
|
|
|
—
|
|
|
356.1
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
462.9
|
|
|
—
|
|
|
462.9
|
|
|||||
Selling, general and administrative expenses
|
31.7
|
|
|
0.1
|
|
|
276.6
|
|
|
—
|
|
|
308.4
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
58.0
|
|
|
—
|
|
|
58.0
|
|
|||||
Restructuring charges, net
|
0.9
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
3.5
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Operating (loss) income
|
(32.6
|
)
|
|
(0.1
|
)
|
|
126.6
|
|
|
—
|
|
|
93.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
(49.0
|
)
|
|
(8.4
|
)
|
|
—
|
|
|
(57.4
|
)
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Other income (expense), net
|
138.9
|
|
|
—
|
|
|
(134.7
|
)
|
|
—
|
|
|
4.2
|
|
|||||
Intercompany fees
|
(3.1
|
)
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
(4.4
|
)
|
|
44.7
|
|
|
(4.4
|
)
|
|
(35.9
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
98.8
|
|
|
(4.4
|
)
|
|
(17.4
|
)
|
|
(35.9
|
)
|
|
41.1
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(34.1
|
)
|
|
—
|
|
|
(34.1
|
)
|
|||||
Income (loss) from continuing operations
|
98.8
|
|
|
(4.4
|
)
|
|
16.7
|
|
|
(35.9
|
)
|
|
75.2
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
23.6
|
|
|||||
Net income (loss)
|
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 (loss)
|
$
|
62.3
|
|
|
$
|
(40.9
|
)
|
|
$
|
(32.8
|
)
|
|
$
|
73.7
|
|
|
$
|
62.3
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,832.8
|
|
|
$
|
—
|
|
|
$
|
1,832.8
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
861.5
|
|
|
—
|
|
|
861.5
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
971.3
|
|
|
—
|
|
|
971.3
|
|
|||||
Selling, general and administrative expenses
|
24.3
|
|
|
0.5
|
|
|
448.9
|
|
|
—
|
|
|
473.7
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
122.2
|
|
|
—
|
|
|
122.2
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
|||||
Non-restructuring impairment charges
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Operating (loss) income
|
(24.3
|
)
|
|
(0.5
|
)
|
|
368.6
|
|
|
—
|
|
|
343.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(137.9
|
)
|
|
(163.4
|
)
|
|
(42.7
|
)
|
|
149.0
|
|
|
(195.0
|
)
|
|||||
Interest income
|
—
|
|
|
0.2
|
|
|
149.2
|
|
|
(149.0
|
)
|
|
0.4
|
|
|||||
Other income (expense), net
|
80.0
|
|
|
1.6
|
|
|
(80.3
|
)
|
|
—
|
|
|
1.3
|
|
|||||
Intercompany fees
|
(6.0
|
)
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
403.5
|
|
|
644.0
|
|
|
524.5
|
|
|
(1,572.0
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
315.3
|
|
|
481.9
|
|
|
925.3
|
|
|
(1,572.0
|
)
|
|
150.5
|
|
|||||
Income tax benefit
|
(14.1
|
)
|
|
(3.8
|
)
|
|
(67.8
|
)
|
|
—
|
|
|
(85.7
|
)
|
|||||
Income from continuing operations
|
329.4
|
|
|
485.7
|
|
|
993.1
|
|
|
(1,572.0
|
)
|
|
236.2
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
38.8
|
|
|
54.4
|
|
|
—
|
|
|
93.2
|
|
|||||
Net income
|
329.4
|
|
|
524.5
|
|
|
1,047.5
|
|
|
(1,572.0
|
)
|
|
329.4
|
|
|||||
Other comprehensive loss, net of tax
|
(66.0
|
)
|
|
(66.0
|
)
|
|
(132.3
|
)
|
|
198.3
|
|
|
(66.0
|
)
|
|||||
Comprehensive income
|
$
|
263.4
|
|
|
$
|
458.5
|
|
|
$
|
915.2
|
|
|
$
|
(1,373.7
|
)
|
|
$
|
263.4
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,587.2
|
|
|
$
|
—
|
|
|
$
|
1,587.2
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
719.5
|
|
|
—
|
|
|
719.5
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
867.7
|
|
|
—
|
|
|
867.7
|
|
|||||
Selling, general and administrative expenses
|
62.4
|
|
|
0.2
|
|
|
469.9
|
|
|
—
|
|
|
532.5
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
110.7
|
|
|
—
|
|
|
110.7
|
|
|||||
Restructuring charges, net
|
7.7
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
10.7
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||
Operating (loss) income
|
(70.1
|
)
|
|
(0.2
|
)
|
|
285.8
|
|
|
—
|
|
|
215.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
(97.7
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
(106.2
|
)
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Other income (expense), net
|
142.4
|
|
|
—
|
|
|
(134.0
|
)
|
|
—
|
|
|
8.4
|
|
|||||
Intercompany 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
|
|
|
273.0
|
|
|
(470.5
|
)
|
|
118.2
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(44.4
|
)
|
|
—
|
|
|
(44.4
|
)
|
|||||
Income from continuing operations
|
191.5
|
|
|
124.2
|
|
|
317.4
|
|
|
(470.5
|
)
|
|
162.6
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
28.9
|
|
|
—
|
|
|
28.9
|
|
|||||
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
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
42.9
|
|
|
$
|
77.9
|
|
|
$
|
419.3
|
|
|
$
|
—
|
|
|
$
|
540.1
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(91.4
|
)
|
|
—
|
|
|
(91.4
|
)
|
|||||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
—
|
|
|
(170.1
|
)
|
|
—
|
|
|
(170.1
|
)
|
|||||
Proceeds from disposal of discontinued operations, net of cash
|
—
|
|
|
234.0
|
|
|
35.8
|
|
|
—
|
|
|
269.8
|
|
|||||
Intercompany loan investment, net
|
—
|
|
|
(16.0
|
)
|
|
(436.4
|
)
|
|
452.4
|
|
|
—
|
|
|||||
Investment in subsidiary
|
—
|
|
|
(176.2
|
)
|
|
—
|
|
|
176.2
|
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
21.1
|
|
|
—
|
|
|
21.1
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
41.8
|
|
|
(636.4
|
)
|
|
628.6
|
|
|
34.0
|
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of external debt
|
—
|
|
|
—
|
|
|
78.4
|
|
|
—
|
|
|
78.4
|
|
|||||
Repayment of external debt and capital leases
|
—
|
|
|
(133.9
|
)
|
|
(17.6
|
)
|
|
—
|
|
|
(151.5
|
)
|
|||||
Debt financing costs
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Proceeds from exercise of share options
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|||||
Repurchase of shares
|
(501.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501.6
|
)
|
|||||
Intercompany loan borrowings, net
|
452.4
|
|
|
—
|
|
|
—
|
|
|
(452.4
|
)
|
|
—
|
|
|||||
Capital contribution
|
—
|
|
|
—
|
|
|
176.2
|
|
|
(176.2
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(30.0
|
)
|
|
—
|
|
|
(30.0
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(42.9
|
)
|
|
(133.9
|
)
|
|
206.9
|
|
|
(628.6
|
)
|
|
(598.5
|
)
|
|||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
(14.2
|
)
|
|
(10.3
|
)
|
|
—
|
|
|
(24.5
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
0.1
|
|
|
152.1
|
|
|
213.7
|
|
|
—
|
|
|
365.9
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
0.1
|
|
|
$
|
137.9
|
|
|
$
|
203.4
|
|
|
$
|
—
|
|
|
$
|
341.4
|
|
|
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, net
|
(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 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 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
|
|
20.
|
Subsequent Events
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Specialty Brands
produces and markets branded pharmaceutical and biopharmaceutical products and therapies;
|
•
|
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
|
•
|
Nuclear Imaging
manufactures and markets radiopharmaceuticals (nuclear medicine).
|
|
Three Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change |
|||||
U.S.
|
$
|
812.0
|
|
|
$
|
718.3
|
|
|
13.0
|
%
|
Europe, Middle East and Africa
|
85.3
|
|
|
61.2
|
|
|
39.4
|
|
||
Other
|
20.7
|
|
|
39.5
|
|
|
(47.6
|
)
|
||
Net sales
|
$
|
918.0
|
|
|
$
|
819.0
|
|
|
12.1
|
|
|
Six Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change |
|||||
U.S.
|
$
|
1,621.2
|
|
|
$
|
1,395.5
|
|
|
16.2
|
%
|
Europe, Middle East and Africa
|
166.4
|
|
|
118.9
|
|
|
39.9
|
|
||
Other
|
45.2
|
|
|
72.8
|
|
|
(37.9
|
)
|
||
Net sales
|
$
|
1,832.8
|
|
|
$
|
1,587.2
|
|
|
15.5
|
|
•
|
includes branded pharmaceutical drugs, primarily for pain management, neonatal critical care respiratory therapeutics and immunotherapy, 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.
|
•
|
manufactures and markets radioactive isotopes and associated pharmaceuticals used for the diagnosis and treatment of disease.
|
|
Three Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
535.0
|
|
|
$
|
334.3
|
|
|
60.0
|
%
|
Specialty Generics
|
264.4
|
|
|
362.8
|
|
|
(27.1
|
)
|
||
Nuclear Imaging
|
102.2
|
|
|
109.5
|
|
|
(6.7
|
)
|
||
Net sales of operating segments
|
901.6
|
|
|
806.6
|
|
|
11.8
|
|
||
Other
(1)
|
16.4
|
|
|
12.4
|
|
|
32.3
|
|
||
Net sales
|
$
|
918.0
|
|
|
$
|
819.0
|
|
|
12.1
|
|
(1)
|
Represents net sales from an ongoing, post-divestiture supply agreement with the acquirer of the CMDS business. Amounts for periods prior to the divestiture represent the reclassification of intercompany sales to third-party sales to conform with the expected presentation of the ongoing supply agreement.
|
|
Three Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change |
|||||
U.S.
|
$
|
516.9
|
|
|
$
|
330.4
|
|
|
56.4
|
%
|
Europe, Middle East and Africa
|
16.7
|
|
|
3.9
|
|
|
328.2
|
|
||
Other
|
1.4
|
|
|
—
|
|
|
—
|
|
||
Net sales
|
$
|
535.0
|
|
|
$
|
334.3
|
|
|
60.0
|
|
|
Three Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage Change
|
|||||
Acthar
|
$
|
248.4
|
|
|
$
|
228.0
|
|
|
8.9
|
%
|
Inomax
|
115.5
|
|
|
—
|
|
|
—
|
|
||
Ofirmev
|
71.1
|
|
|
68.1
|
|
|
4.4
|
|
||
Therakos immunotherapy
|
50.2
|
|
|
—
|
|
|
—
|
|
||
Hemostasis products
|
11.4
|
|
|
—
|
|
|
—
|
|
||
Other
|
38.4
|
|
|
38.2
|
|
|
0.5
|
|
||
Specialty Brands
|
$
|
535.0
|
|
|
$
|
334.3
|
|
|
60.0
|
|
|
Three Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change |
|||||
U.S.
|
$
|
227.5
|
|
|
$
|
302.7
|
|
|
(24.8
|
)%
|
Europe, Middle East and Africa
|
20.2
|
|
|
25.9
|
|
|
(22.0
|
)
|
||
Other
|
16.7
|
|
|
34.2
|
|
|
(51.2
|
)
|
||
Net sales
|
$
|
264.4
|
|
|
$
|
362.8
|
|
|
(27.1
|
)
|
|
Three Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage Change
|
|||||
Hydrocodone (API) and hydrocodone-containing tablets
|
$
|
40.8
|
|
|
$
|
66.6
|
|
|
(38.7
|
)%
|
Oxycodone (API) and oxycodone-containing tablets
|
37.9
|
|
|
48.6
|
|
|
(22.0
|
)
|
||
Methylphenidate ER
|
24.6
|
|
|
34.0
|
|
|
(27.6
|
)
|
||
Other controlled substances
|
121.9
|
|
|
145.4
|
|
|
(16.2
|
)
|
||
Other
|
39.2
|
|
|
68.2
|
|
|
(42.5
|
)
|
||
Specialty Generics
|
$
|
264.4
|
|
|
$
|
362.8
|
|
|
(27.1
|
)
|
|
Three Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change
|
|||||
U.S.
|
$
|
67.6
|
|
|
$
|
72.9
|
|
|
(7.3
|
)%
|
Europe, Middle East and Africa
|
32.0
|
|
|
31.3
|
|
|
2.2
|
|
||
Other
|
2.6
|
|
|
5.3
|
|
|
(50.9
|
)
|
||
Net sales
|
$
|
102.2
|
|
|
$
|
109.5
|
|
|
(6.7
|
)
|
|
Three Months Ended
|
||||||||||||
|
March 25, 2016
|
|
March 27, 2015
|
||||||||||
Specialty Brands
|
$
|
263.1
|
|
|
49.2
|
%
|
|
$
|
97.4
|
|
|
29.1
|
%
|
Specialty Generics
|
101.6
|
|
|
38.4
|
|
|
203.7
|
|
|
56.1
|
|
||
Nuclear Imaging
|
31.1
|
|
|
30.4
|
|
|
18.8
|
|
|
17.2
|
|
||
Segment operating income
|
395.8
|
|
|
43.9
|
|
|
319.9
|
|
|
39.7
|
|
||
Unallocated amounts:
|
|
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(29.1
|
)
|
|
|
|
(99.5
|
)
|
|
|
||||
Intangible asset amortization
|
(175.0
|
)
|
|
|
|
(122.9
|
)
|
|
|
||||
Restructuring and related charges, net
(1)
|
(10.4
|
)
|
|
|
|
(3.6
|
)
|
|
|
||||
Non-restructuring impairment charges
|
(16.9
|
)
|
|
|
|
—
|
|
|
|
||||
Total operating income
|
$
|
164.4
|
|
|
|
|
$
|
93.9
|
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation.
|
|
Six Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
1,078.2
|
|
|
$
|
707.9
|
|
|
52.3
|
%
|
Specialty Generics
|
522.0
|
|
|
647.0
|
|
|
(19.3
|
)
|
||
Nuclear Imaging
|
205.8
|
|
|
211.4
|
|
|
(2.6
|
)
|
||
Net sales of operating segments
|
1,806.0
|
|
|
1,566.3
|
|
|
15.3
|
|
||
Other
(1)
|
26.8
|
|
|
20.9
|
|
|
28.2
|
|
||
Net sales
|
$
|
1,832.8
|
|
|
$
|
1,587.2
|
|
|
15.5
|
|
(1)
|
Represents net sales from an ongoing, post-divestiture supply agreement with the acquirer of the CMDS business. Amounts for periods prior to the divestiture represent the reclassification of intercompany sales to third-party sales to conform with the expected presentation of the ongoing supply agreement.
|
|
Six Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change |
|||||
U.S.
|
$
|
1,041.7
|
|
|
$
|
702.5
|
|
|
48.3
|
%
|
Europe, Middle East and Africa
|
33.7
|
|
|
5.4
|
|
|
524.1
|
|
||
Other
|
2.8
|
|
|
—
|
|
|
—
|
|
||
Net sales
|
$
|
1,078.2
|
|
|
$
|
707.9
|
|
|
52.3
|
|
|
Six Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage Change
|
|||||
Acthar
|
$
|
535.1
|
|
|
$
|
494.4
|
|
|
8.2
|
%
|
Inomax
|
226.3
|
|
|
—
|
|
|
—
|
|
||
Ofirmev
|
138.0
|
|
|
139.5
|
|
|
(1.1
|
)
|
||
Therakos immunotherapy
|
100.6
|
|
|
—
|
|
|
—
|
|
||
Hemostasis products
|
11.4
|
|
|
—
|
|
|
—
|
|
||
Other
|
66.8
|
|
|
74.0
|
|
|
(9.7
|
)
|
||
Specialty Brands
|
$
|
1,078.2
|
|
|
$
|
707.9
|
|
|
52.3
|
|
|
Six Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change |
|||||
U.S.
|
$
|
442.8
|
|
|
$
|
536.5
|
|
|
(17.5
|
)%
|
Europe, Middle East and Africa
|
42.3
|
|
|
49.6
|
|
|
(14.7
|
)
|
||
Other
|
36.9
|
|
|
60.9
|
|
|
(39.4
|
)
|
||
Net sales
|
$
|
522.0
|
|
|
$
|
647.0
|
|
|
(19.3
|
)
|
|
Six Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage Change
|
|||||
Hydrocodone (API) and hydrocodone-containing tablets
|
$
|
77.5
|
|
|
$
|
100.6
|
|
|
(23.0
|
)%
|
Oxycodone (API) and oxycodone-containing tablets
|
66.8
|
|
|
95.6
|
|
|
(30.1
|
)
|
||
Methylphenidate ER
|
55.8
|
|
|
82.6
|
|
|
(32.4
|
)
|
||
Other controlled substances
|
231.6
|
|
|
257.3
|
|
|
(10.0
|
)
|
||
Other
|
90.3
|
|
|
110.9
|
|
|
(18.6
|
)
|
||
Specialty Generics
|
$
|
522.0
|
|
|
$
|
647.0
|
|
|
(19.3
|
)
|
|
Six Months Ended
|
|
|
|||||||
|
March 25,
2016 |
|
March 27,
2015 |
|
Percentage
Change
|
|||||
U.S.
|
$
|
136.7
|
|
|
$
|
135.7
|
|
|
0.7
|
%
|
Europe, Middle East and Africa
|
63.6
|
|
|
63.8
|
|
|
(0.3
|
)
|
||
Other
|
5.5
|
|
|
11.9
|
|
|
(53.8
|
)
|
||
Net sales
|
$
|
205.8
|
|
|
$
|
211.4
|
|
|
(2.6
|
)
|
|
Six Months Ended
|
||||||||||||
|
March 25, 2016
|
|
March 27, 2015
|
||||||||||
Specialty Brands
|
$
|
535.1
|
|
|
49.6
|
%
|
|
$
|
245.6
|
|
|
34.7
|
%
|
Specialty Generics
|
219.8
|
|
|
42.1
|
|
|
344.2
|
|
|
53.2
|
|
||
Nuclear Imaging
|
46.1
|
|
|
22.4
|
|
|
23.6
|
|
|
11.2
|
|
||
Segment operating income
|
801.0
|
|
|
44.4
|
|
|
613.4
|
|
|
39.2
|
|
||
Unallocated amounts:
|
|
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(75.1
|
)
|
|
|
|
(139.3
|
)
|
|
|
||||
Intangible asset amortization
|
(348.4
|
)
|
|
|
|
(247.7
|
)
|
|
|
||||
Restructuring and related charges, net
(1)
|
(16.8
|
)
|
|
|
|
(10.9
|
)
|
|
|
||||
Non-restructuring impairment charges
|
(16.9
|
)
|
|
|
|
—
|
|
|
|
||||
Total operating income
|
$
|
343.8
|
|
|
|
|
$
|
215.5
|
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation.
|
|
Six Months Ended
|
||||||
|
March 25, 2016
|
|
March 27, 2015
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
540.1
|
|
|
$
|
365.5
|
|
Investing activities
|
34.0
|
|
|
(53.0
|
)
|
||
Financing activities
|
(598.5
|
)
|
|
40.6
|
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
(0.1
|
)
|
|
(7.4
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
(24.5
|
)
|
|
$
|
345.7
|
|
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
|
|
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 26, 2015 to January 22, 2016
|
739,621
|
|
|
68.57
|
|
|
729,968
|
|
|
400.3
|
|
January 23, 2016 to February 26, 2016
|
1,524,148
|
|
|
64.23
|
|
|
1,523,277
|
|
|
302.4
|
|
February 27, 2016 to March 25, 2016
|
1,173,664
|
|
|
66.10
|
|
|
1,170,435
|
|
|
575.0
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
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
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award.
|
10.2
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award (Cash Bonus for Stock Exchange - Bonus Exchange).
|
10.3
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award (Cash Bonus for Stock Exchange - Match Amounts).
|
10.4
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Option Award.
|
10.5
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Performance Unit Award FY16-FY18 Performance Cycle.
|
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 25, 2016 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)
|
Abbvie
|
Bristol-Myers Squibb
|
Ipsen S.A.
|
Regeneron
|
Actelion (F)
|
Celgene
|
Isis
|
Sanofi (F)
|
Alexion
|
Endo
|
Jazz
|
Seattle Genetics
|
Alkermes
|
Galenica (F)
|
Lilly
|
Shire (F)
|
Allergan
|
Genmab (F)
|
Meda (F)
|
Taro Pharma (F)
|
Alnylam
|
Gilead
|
Medivation
|
Teve (F)
|
Amgen
|
Grifols (F)
|
Merck
|
UCB (F)
|
AstraZeneca (F)
|
GSK (F)
|
Merck KGaA (F)
|
United Thera
|
Baxalta
|
Hikma (F)
|
Mylan
|
Valeant
|
Bayer (F)
|
Horizon Pharma
|
Novo Nordisk (F)
|
Vertex
|
Biogen
|
Incyte
|
Opko Health
|
Zoetis
|
BioMarin
|
Intercept Pharma
|
Orion Oyi
|
|
Bluebird Bio
|
Intrexon
|
Perrigo
|
|
|
|
||||
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 3, 2016
|
|
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 3, 2016
|
|
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
|