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ANNUAL 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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Title of each class
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Name of each exchange on which registered
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Ordinary shares, par value $0.20 per share
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New York Stock Exchange
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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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(Do not check if smaller reporting company)
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Smaller reporting company
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PART I
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Item 1.
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Business.
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Item 1A.
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Risk Factors.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item 6.
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Selected Financial Data.
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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Item 8.
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Financial Statements and Supplementary Data.
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Item 9.
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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
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Item 9A.
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Controls and Procedures.
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Item 9B.
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Other Information.
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance.
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Item 11.
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Executive Compensation.
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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Item 14.
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Principal Accounting Fees and Services.
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules.
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Item 16.
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Form 10-K Summary
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Signatures
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Exhibit Index
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Item 1.
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Business.
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•
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Specialty Brands
produces and markets branded pharmaceutical products and therapies; and
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•
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Specialty Generics
produces and markets specialty generic pharmaceuticals and active pharmaceutical ingredients ("API") consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients.
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•
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Ability to successfully execute strategies to drive growth.
We completed multiple acquisitions of specialty branded pharmaceutical companies and assets in recent years that created a framework for future organic volume growth and additional business development. We successfully completed the integration of these acquisitions and generated synergies from these transactions, primarily associated with SG&A. We expect to realize further synergies in SG&A expenses during fiscal 2017. We continue to realign our cost structure due to the changing nature of our business and look for opportunities to achieve operating efficiencies. We have taken restructuring actions that have generated further savings, substantially within our SG&A expenses. These acquisitions and restructuring actions further diversified Mallinckrodt, significantly increasing our scale, net sales, profitability and cash flow.
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•
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Diversified business model with increasing shift towards high-margin Specialty Brands business with significant cash flow generation.
We have a diverse portfolio in both our Specialty Brands and Specialty Generics segments that generate significant cash flows. We have furthered our shift toward the Specialty Brands business with the completed divestiture of our CMDS business and agreement to divest our Nuclear Imaging business. In the fourth quarter of fiscal 2016, net sales from our Specialty Brands segment represented 72.5% of net sales from our reportable segments compared with 61.2% in the fourth quarter of fiscal 2015. We expect the Specialty Brands percentage to increase in fiscal 2017 due to the inclusion of full year results from our fiscal 2016 acquisitions, organic volume growth in Specialty Brands and increased competition in Specialty Generics. Specialty Brands segment operating income increased from 45.3% in the fourth quarter of fiscal 2015 to 52.8% in the fourth quarter of fiscal 2016. The increased revenues and segment operating income position us for strong cash flow generation, enabling us to potentially decrease net debt leverage over time. Net cash flows from operating activities in fiscal 2016 were
$1,184.6 million
compared with
$896.4 million
in fiscal 2015, both of which included operating cash flows from discontinued operations.
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•
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Expertise in highly regulated raw materials.
We have expertise in the acquisition and importation of highly regulated raw materials, such as opioids and other controlled substances in our Specialty Generics segment. For example, in calendar 2015, we estimated that we received approximately 25% of the U.S. Drug Enforcement Administration's ("DEA") total annual quota for controlled substances that we manufacture. Based on IMS Health data for the same period, our Specialty Generics business had an approximately 23% market share of DEA Schedules II and III opioid and oral solid dose medications. The acquisition of certain raw materials and the processing of them into finished products requires collaboration with a wide variety of regulatory authorities including the DEA, U.S. Food and Drug Administration ("FDA") and U.S. Department of Agriculture ("USDA").
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•
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Distinctive high-quality manufacturing and distribution skills with vertical integration where there are competitive advantages.
We have expertise in the manufacturing of complex substances including those that come from naturally derived sources. Our manufacturing and supply chain capabilities enable highly efficient controlled substance tableting, packaging and distribution.
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•
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Acthar
is an injectable drug approved by the FDA for use in 19 indications. The product currently generates substantially all of its net sales from ten of the on-label indications, including the treatment of proteinuria in nephrotic syndrome of the idiopathic type ("NS"); the treatment of acute exacerbations of multiple sclerosis ("MS") in adults; the treatment of infantile spasms ("IS") in infants and children under two years of age; the treatment of the pulmonology indication of sarcoidosis; the treatment of ophthalmic conditions related to severe acute and chronic allergic and inflammatory processes; and the treatment of certain rheumatology-related conditions, including the treatment of the rare and closely related neuromuscular disorders, dermatomyositis and polymyositis. We may initiate commercial efforts for other approved indications where there is high unmet medical need. The currently approved indications of Acthar are not subject to patent or other exclusivity, with the exception of IS which was granted orphan drug status from the FDA upon its approval in October 2010.
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•
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Inomax
is a vasodilator that, in conjunction with ventilatory support and other appropriate agents, is indicated to improve oxygenation and reduce the need for extracorporeal membrane oxygenation in term and near-term (>34 weeks) neonates with hypoxic respiratory failure ("HRF") associated with clinical or echocardiographic evidence of pulmonary hypertension. Inomax is marketed as part of the Inomax Total Care Package, which includes the drug product, proprietary drug-delivery systems, technical and clinical assistance, 24/7/365 customer service, emergency supply and delivery and on-site training. The Inomax Total Care Package maintains a number of patents, the latest of which expire in 2031, that contain claims to nitric oxide delivery systems expressly required by the drug labeling for administration of Inomax, covering a number of important functions, including patient safety and product performance features.
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•
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Ofirmev
is a proprietary intravenous formulation of acetaminophen indicated for the management of mild to moderate pain, the management of moderate to severe pain with adjunctive opioid analgesics and the reduction of fever. This product is marketed to hospitals and ambulatory surgical centers and provides us with an expanded presence in these channels. Ofirmev is protected by two patents listed in the Orange Book: Approved Drug Products with Therapeutic Equivalence ("the Orange Book") that expire in August 2017 and June 2021 and we have the potential to obtain an additional six months of exclusivity for each patent if the FDA grants pediatric exclusivity. Settlement agreements have been reached in association with certain challenges to these patents, which allow for generic competition to Ofirmev in December 2020, or earlier under certain circumstances.
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•
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Therakos immunotherapy
is focused on providing innovative immunotherapy treatment platforms that enhance the ability of a patient's immune system to fight disease. Therakos is the global leader in autologous immunotherapy delivered through extracorporeal photopheresis ("ECP"). Therakos provides the only integrated ECP system in the world. ECP involves drawing a portion of blood from the patient, separating white blood cells from plasma and red blood cells, which are returned to the patient, and treating the white blood cells with an Ultraviolet-A ("UVA") light
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•
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Hemostasis products
deliver innovation across the spectrum of surgical bleeding with a suite of products and services to help improve hemostasis management. Recothrom is a topical thrombin indicated to aid hemostasis whenever oozing blood and minor bleeding from capillaries and small venules is accessible and control of bleeding by standard surgical techniques (such as suture, ligature, or cautery) is ineffective or impractical in adults and pediatric populations greater than or equal to one month of age. PreveLeak is indicated for use in vascular reconstructions to achieve adjunctive hemostasis by mechanically sealing areas of leakage. Raplixa is a fibrin sealant indicated as an adjunct to hemostasis for mild to moderate bleeding in adults undergoing surgery when control of bleeding by standard surgical techniques (such as suture, ligature, and cautery) is ineffective or impractical. Raplixa is used in conjunction with an absorbable gelatin sponge (USP) and may be applied directly or using the RaplixaSpray™ device. Each of the acquired products is approved for use in the U.S. and certain European countries, with long-range market exclusivity through intellectual property protection – Recothrom to 2026, PreveLeak to 2028 and Raplixa to 2031. Only Recothrom and PreveLeak are currently marketed in the U.S.
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•
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StrataGraft
is a viable, full-thickness product being developed for regulatory approval for severe burns and other complex skin defects. It was designed to mimic natural human skin, with both dermal and fully differentiated epidermal layers. Unlike first generation products, this resorbable tissue is easily sutured or stapled and remains intact in the wound bed, providing critical barrier functionality during the wound healing process. StrataGraft is produced using unmodified NIKS® cells grown under standard operating procedures. Because the continuous NIKS skin cell line has been thoroughly characterized, StrataGraft products are virus-free, non-tumorigenic, and offer batch-to-batch genetic consistency.
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•
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hydrocodone (API) and hydrocodone-containing tablets;
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•
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oxycodone (API) and oxycodone-containing tablets;
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•
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methylphenidate HCl extended-release tablets USP (CII) ("Methylphenidate ER") under a class BX-rating issued by the FDA in November 2014 and;
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•
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other controlled substances, including acetaminophen (API) products.
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•
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Completion of formulation, laboratory and animal testing in accordance with GLP that fully characterizes the drug product from a pre-clinical perspective and provides preliminary evidence that the drug product is safe to test in human beings;
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•
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Filing with the FDA an Investigational New Drug Application that will permit the conduct of clinical trials (testing in human beings under adequate and well-controlled conditions);
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•
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Designing and conducting clinical trials to show the safety and efficacy of the drug product in accordance with GCP;
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•
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Submitting the NDA for FDA review, which provides a complete characterization of the drug product;
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•
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Satisfactory completion of FDA pre-approval inspections regarding the conduct of the clinical trials and the manufacturing processes at the designated facility in accordance with cGMP;
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•
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If applicable, satisfactory completion of a FDA Advisory Committee meeting in which the Agency requests help from outside experts in evaluating the NDA;
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•
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Final FDA approval of the full prescribing information, labeling and packaging of the drug product; and
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•
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Ongoing monitoring and reporting of adverse events related to the drug product, implementation of a REMS program, if applicable, and conduct of any required Phase IV studies.
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•
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Phase I trials are typically small (less than 100 healthy volunteers) and are designed to determine the toxicity and maximum safe dose of the drug product.
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•
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Phase II trials usually involve 100 to 300 participants and are designed to determine whether the drug product produces any clinically significant effects in patients with the intended disease or condition. If the results of these trials show promise, then a larger Phase III trial may be conducted.
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•
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Phase III trials are often multi-institution studies that involve a large number of participants and are designed to show efficacy. Phase III (and some Phase II) trials are designed to be pivotal, or confirmatory trials. The goal of a pivotal trial is to establish the safety and efficacy of a drug product by eliminating biases and increasing statistical power.
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•
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In some cases, the FDA requires Phase IV trials, which are usually performed after the NDA has been approved. Such post-marketing surveillance is intended to obtain more information about the risks of harm, benefits and optimal use of the drug product by observing the results of the drug product in a large number of patients.
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Fiscal Year
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|||||||
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2016
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2015
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2014
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CuraScript
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38
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%
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35
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%
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7
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%
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McKesson Corporation
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12
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%
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20
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%
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25
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%
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AmerisourceBergen Corporation
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8
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%
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10
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%
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15
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%
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Cardinal Health, Inc.
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7
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%
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11
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%
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18
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%
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Name
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Age
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Title
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Mark Trudeau
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55
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President, Chief Executive Officer and Director
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Matthew Harbaugh
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46
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Executive Vice President and Chief Financial Officer
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Meredith Fischer
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63
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Chief Public Affairs Officer
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Raymond Furey
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48
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Chief Compliance Officer
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Michael-Bryant Hicks
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42
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General Counsel
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Ron Lloyd
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56
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Executive Vice President and President, Hospital Therapies
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Hugh O'Neill
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53
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Executive Vice President and President, Autoimmune and Rare Diseases
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Gary Phillips
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50
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Executive Vice President and Chief Strategy Officer
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Steven Romano
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57
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Executive Vice President and Chief Scientific Officer
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Frank Scholz
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47
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Executive Vice President of Global Operations and President, Specialty Generics
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Ian Watkins
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54
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Chief Human Resources Officer
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Item 1A.
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Risk Factors.
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•
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developing, testing and manufacturing products in compliance with regulatory and quality standards in a timely manner;
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•
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receiving requisite regulatory approvals for such products in a timely manner, or at all;
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•
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the availability, on commercially reasonable terms, of raw materials, including API and other key ingredients;
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•
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developing and commercializing a new product is time-consuming, costly and subject to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new products;
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•
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unanticipated costs;
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•
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payment of prescription drug user fees to the FDA to defray the costs of review and approval of marketing applications for branded and generic drugs;
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•
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experiencing delays as a result of limited resources at the FDA or other regulatory authorities;
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•
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changing review and approval policies and standards at the FDA or other regulatory authorities;
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•
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potential delays in the commercialization of generic products by up to 30 months resulting from the listing of patents with the FDA; and
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•
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effective execution of the product launches in a manner that is consistent with anticipated costs.
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•
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our ability to increase market demand for products through our own marketing and support of our sales force;
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•
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our ability to implement and maintain pricing and continue to maintain or increase market volume demand for these products;
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•
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our ability to maintain confidentiality of the proprietary know-how and trade secrets relating to Acthar;
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•
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our ability to maintain and defend the patent protection and regulatory exclusivity of Ofirmev and Inomax;
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•
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our ability to continue to procure raw materials or finished goods, as applicable, for Acthar, Ofirmev, Inomax and Therakos immunotherapy from internal and third-party manufacturers in sufficient quantities and at acceptable quality and pricing levels in order to meet commercial demand;
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•
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our ability to maintain fees and discounts payable to the wholesalers and distributors and group purchasing organizations, at commercially reasonable levels;
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•
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whether the FTC, DOJ or third parties seek to challenge and are successful in challenging patents or patent-related settlement agreements or our sales and marketing practices;
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•
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warnings or limitations that may be required to be added to FDA-approved labeling;
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•
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the occurrence of adverse side effects related to or emergence of new information related to the therapeutic efficacy of these products, and any resulting product liability claims or product recalls; and
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•
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our ability to achieve hospital formulary acceptance, and maintain reimbursement levels by third-party payers.
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•
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the generation, storage, use and transportation of hazardous materials;
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•
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emissions or discharges of substances into the environment;
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•
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investigation and remediation of hazardous substances or materials at various sites;
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•
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chemical constituents in products and end-of-life disposal, mandatory recycling and take-back programs; and
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•
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the health and safety of our employees.
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•
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potentially longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain non-U.S. legal systems;
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•
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political and economic instability;
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•
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potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and trade barriers;
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•
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failure to successfully implement our new non-U.S. operating structure, and difficulties and costs of staffing and managing non-U.S. operations;
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•
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exposure to global economic conditions; and
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•
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exposure to potentially unfavorable movements in foreign currency exchange rates associated with international net sales and operating expense and intercompany debt financings.
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•
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making it more difficult for us to satisfy our obligations with respect to our debt;
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•
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limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other corporate requirements;
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•
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requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
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•
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limiting our ability to refinance our indebtedness on terms acceptable to us or at all;
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•
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imposing restrictive covenants on our operations;
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•
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placing us at a competitive disadvantage to other less leveraged competitors;
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•
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making us more vulnerable to economic downturns and limiting our ability to withstand competitive pressures;
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•
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limiting our flexibility in planning for and reacting to changes in the industry in which we compete; and
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•
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increasing our costs of borrowing.
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•
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incur, assume or guarantee additional indebtedness;
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•
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declare or pay dividends, make other distributions with respect to equity interests, or purchase or otherwise acquire or retire equity interests
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•
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make any principal payment on, or redeem or repurchase, subordinated debt;
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•
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make loans, advances or other investments;
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•
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sell or otherwise dispose of assets, including capital stock of subsidiaries;
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•
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incur liens;
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•
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enter into transactions with affiliates;
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•
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enter into sale and leaseback transactions; and
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•
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consolidate or merge with or into, or sell all or substantially all of our assets to, another person or entity.
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•
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limited in how we conduct our business;
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•
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unable to raise additional debt or equity financing to operate during general economic or business downturns; or
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•
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unable to compete effectively, execute our growth strategy or take advantage of new business opportunities.
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•
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actual or anticipated fluctuations in our results of operations;
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•
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changes in earnings estimated by securities analysts or our ability to meet those estimates;
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•
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perceived impacts to our results from acquisitions of products, license rights or businesses;
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•
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the operating and share price performance of comparable companies;
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•
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actual or anticipated sales of our ordinary shares;
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•
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allegations by third parties (even if unsubstantiated) regarding our products or business practices;
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•
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publicity and media reports regarding actual or potential competitive or other developments in the markets we serve;
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•
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new regulations or legislation in the U.S. relating to the development, sale or pricing of pharmaceuticals or medical devices;
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•
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political pressure to reduce the pricing of pharmaceuticals;
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•
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continued consolidation in pharmacy networks and among insurers that may further increase their competitive market power;
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•
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changes to the regulatory and legal environment in which we operate; and
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•
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U.S. and worldwide economic conditions.
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•
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provisions of our articles of association which allow our board of directors to adopt a shareholder rights plan (commonly known as a "poison pill") upon such terms and conditions as the board of directors deems expedient and in the best interests of our company;
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•
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a provision of our articles of association which generally prohibits us from engaging in a business combination with an interested shareholder for a period of three years following the date the person became an interested shareholder, subject to certain exceptions;
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•
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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
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•
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the right of our board of directors to issue preferred shares without shareholder approval in certain circumstances, subject to applicable law; and
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•
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the ability of our board of directors to fill vacancies on our board of directors in certain circumstances.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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|
|
FY2016
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|
FY2015
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||||||||||||
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High
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Low
|
|
High
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Low
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||||||||
First Quarter
|
|
$
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76.66
|
|
|
$
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53.41
|
|
|
$
|
99.73
|
|
|
$
|
83.19
|
|
Second Quarter
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|
75.88
|
|
|
53.42
|
|
|
132.51
|
|
|
93.89
|
|
||||
Third Quarter
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|
66.27
|
|
|
55.97
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|
|
130.13
|
|
|
113.18
|
|
||||
Fourth Quarter
|
|
83.06
|
|
|
54.05
|
|
|
126.51
|
|
|
68.45
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under The Plans or Programs
|
||||||
6/25/2016 - 7/29/2016
|
|
3,845
|
|
|
$
|
61.82
|
|
|
—
|
|
|
$
|
474.8
|
|
7/30/2016 - 8/26/2016
|
|
3,083
|
|
|
75.31
|
|
|
—
|
|
|
474.8
|
|
||
8/27/2016 - 9/30/2016
|
|
680,175
|
|
|
74.22
|
|
|
679,666
|
|
|
424.3
|
|
||
6/25/2016 - 9/30/2016
|
|
687,103
|
|
|
74.16
|
|
|
|
|
|
|
|
Mallinckrodt
|
|
Russell 1000 Index
|
|
NYSE Pharmaceutical Index
|
||||||
June 17, 2013
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
100
|
|
September 27, 2013
|
|
97
|
|
|
104
|
|
|
100
|
|
|||
September 26, 2014
|
|
200
|
|
|
121
|
|
|
124
|
|
|||
September 25, 2015
|
|
152
|
|
|
119
|
|
|
123
|
|
|||
September 30, 2016
|
|
155
|
|
|
132
|
|
|
119
|
|
Item 6.
|
Selected Financial Data.
|
(in millions, except per share data)
|
Fiscal Year
(1)
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated and Combined Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
|
$
|
1,274.7
|
|
|
$
|
1,078.2
|
|
Gross profit
|
1,855.0
|
|
|
1,622.9
|
|
|
884.6
|
|
|
610.5
|
|
|
448.0
|
|
|||||
Research and development expenses
(2)
|
262.2
|
|
|
203.3
|
|
|
140.5
|
|
|
141.9
|
|
|
144.1
|
|
|||||
Operating income (loss)
(3) (4)
|
617.3
|
|
|
353.8
|
|
|
43.4
|
|
|
20.0
|
|
|
0.8
|
|
|||||
Income (loss) from continuing operations before income taxes
|
233.4
|
|
|
107.3
|
|
|
(34.6
|
)
|
|
2.2
|
|
|
1.7
|
|
|||||
Income (loss) from continuing operations
|
489.0
|
|
|
236.6
|
|
|
(22.0
|
)
|
|
(27.6
|
)
|
|
(23.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Share Data
(5)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income (loss) from continuing operations per share
|
$
|
4.42
|
|
|
$
|
2.03
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.40
|
)
|
Diluted income (loss) from continuing operations per share
|
4.39
|
|
|
2.00
|
|
|
(0.34
|
)
|
|
(0.48
|
)
|
|
(0.40
|
)
|
|||||
Cash dividends per ordinary share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
September 30, 2016
|
|
September 25, 2015
|
|
September 26, 2014
|
|
September 27, 2013
|
|
September 28, 2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated and Combined Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
15,498.7
|
|
|
$
|
16,404.1
|
|
|
$
|
12,787.3
|
|
|
$
|
3,556.6
|
|
|
$
|
2,898.9
|
|
Long-term debt
|
5,788.7
|
|
|
6,474.3
|
|
|
3,874.0
|
|
|
918.3
|
|
|
8.9
|
|
|||||
Shareholders' equity
|
5,270.7
|
|
|
5,311.2
|
|
|
4,958.0
|
|
|
1,255.6
|
|
|
1,891.9
|
|
(1)
|
Fiscal 2016 included 53 weeks. All other fiscal years presented include 52 weeks.
|
(2)
|
Fiscal 2014 and 2013 each include a $5.0 million charge related to milestone payments related to the acceptance of pipeline products for filing with the FDA.
|
(3)
|
Fiscal 2016, 2015, 2014, 2013, and 2012 include restructuring charges, net, of
$33.3 million
,
$45.0 million
,
$68.0 million
, $16.8 million and $3.9 million, respectively. Fiscal 2016 includes
$16.9 million
of non-restructuring impairment charges. Fiscal 2015 includes $86.3 million of environmental and legal charges, $80.6 million of incremental equity costs associated with the Questcor Acquisition and $53.4 million of transaction costs associated with the Ikaria Acquisition and the Therakos Acquisition. Fiscal 2014 includes
$27.1 million
of non-restructuring impairment charges, $49.6 million of environmental and legal charges and $65.1 million of transaction costs associated with the Cadence Acquisition and the Questcor Acquisition. Fiscal 2013 and 2012 include costs related to the build-out of our corporate infrastructure of
$70.6 million
and
$10.7 million
, respectively. Fiscal 2014, 2013, and 2012 include separation related costs of
$9.6 million
, $74.2 million and $25.5 million, respectively.
|
(4)
|
Fiscal 2013 and 2012 include expense allocations from Covidien of
$39.6 million
and
$49.2 million
, respectively, which relate to finance, legal, information technology, human resources, communications, employee benefits and incentives, insurance and share-based compensation. Effective with the legal separation from Covidien on June 28, 2013, we have assumed responsibility for all of these functions and related costs.
|
(5)
|
The computation of basic and diluted earnings per share assumes that the number of shares outstanding for periods prior to June 28, 2013 was equal to the number of ordinary shares of Mallinckrodt outstanding on June 28, 2013, immediately following the distribution of one ordinary share of Mallinckrodt for every eight ordinary shares of Covidien.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Specialty Brands
produces and markets branded pharmaceutical products and therapies; and
|
•
|
Specialty Generics
produces and markets specialty generic pharmaceuticals and active pharmaceutical ingredients ("API") consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients.
|
|
Fiscal Year
|
|
|
|||||||
|
2016
|
|
2015
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
3,095.4
|
|
|
$
|
2,647.0
|
|
|
16.9
|
%
|
Europe, Middle East and Africa
|
211.8
|
|
|
159.0
|
|
|
33.2
|
|
||
Other
|
73.6
|
|
|
117.1
|
|
|
(37.1
|
)
|
||
Net sales
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
15.7
|
|
|
Fiscal Year
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
2,647.0
|
|
|
$
|
1,485.0
|
|
|
78.2
|
%
|
Europe, Middle East and Africa
|
159.0
|
|
|
140.8
|
|
|
12.9
|
|
||
Other
|
117.1
|
|
|
24.5
|
|
|
378.0
|
|
||
Net sales
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
|
77.1
|
|
•
|
includes pharmaceutical drugs primarily for autoimmune and rare diseases, neonatal critical care respiratory therapeutics, immunotherapy and pain management.
|
•
|
produces and markets specialty generic pharmaceuticals and API consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients.
|
|
Fiscal Year
|
|
|
|||||||
|
2016
|
|
2015
|
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
2,300.6
|
|
|
$
|
1,622.8
|
|
|
41.8
|
%
|
Specialty Generics
|
1,025.2
|
|
|
1,251.6
|
|
|
(18.1
|
)
|
||
Net sales of operating segments
|
3,325.8
|
|
|
2,874.4
|
|
|
15.7
|
|
||
Other
(1)
|
55.0
|
|
|
48.7
|
|
|
12.9
|
|
||
Net sales
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
15.7
|
|
(1)
|
Following the disposition of the CMDS business, this represents transactions under an ongoing supply agreement with the acquirer of the CMDS business. Prior to the disposition of the CMDS business, this represents historical CMDS-related intercompany transactions that represent Mallinckrodt continuing operations under an ongoing supply agreement with the acquirer of the CMDS business.
|
|
Fiscal Year
|
|
|
|||||||
|
2016
|
|
2015
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
2,224.9
|
|
|
$
|
1,610.3
|
|
|
38.2
|
%
|
Europe, Middle East and Africa
|
69.8
|
|
|
9.9
|
|
|
605.1
|
|
||
Other
|
5.9
|
|
|
2.6
|
|
|
126.9
|
|
||
Net sales
|
$
|
2,300.6
|
|
|
$
|
1,622.8
|
|
|
41.8
|
|
|
Fiscal Year
|
|
|
|||||||
|
2016
|
|
2015
|
|
Percentage Change
|
|||||
Acthar
|
$
|
1,160.4
|
|
|
$
|
1,037.3
|
|
|
11.9
|
%
|
Inomax
|
474.3
|
|
|
185.2
|
|
|
156.1
|
|
||
Ofirmev
|
284.3
|
|
|
263.0
|
|
|
8.1
|
|
||
Therakos immunotherapy
|
207.6
|
|
|
—
|
|
|
—
|
|
||
Hemostasis products
|
42.5
|
|
|
—
|
|
|
—
|
|
||
Other
|
131.5
|
|
|
137.3
|
|
|
(4.2
|
)
|
||
Specialty Brands
|
$
|
2,300.6
|
|
|
$
|
1,622.8
|
|
|
41.8
|
|
|
Fiscal Year
|
|
|
|||||||
|
2016
|
|
2015
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
870.5
|
|
|
$
|
1,036.7
|
|
|
(16.0
|
)%
|
Europe, Middle East and Africa
|
87.0
|
|
|
100.5
|
|
|
(13.4
|
)
|
||
Other
|
67.7
|
|
|
114.4
|
|
|
(40.8
|
)
|
||
Net sales
|
$
|
1,025.2
|
|
|
$
|
1,251.6
|
|
|
(18.1
|
)
|
|
Fiscal Year
|
|
|
|||||||
|
2016
|
|
2015
|
|
Percentage Change
|
|||||
Hydrocodone (API) and hydrocodone-containing tablets
|
$
|
146.5
|
|
|
$
|
167.2
|
|
|
(12.4
|
)%
|
Oxycodone (API) and oxycodone-containing tablets
|
126.2
|
|
|
154.6
|
|
|
(18.4
|
)
|
||
Methylphenidate ER
|
103.5
|
|
|
136.5
|
|
|
(24.2
|
)
|
||
Other controlled substances
|
468.1
|
|
|
572.2
|
|
|
(18.2
|
)
|
||
Other
|
180.9
|
|
|
221.1
|
|
|
(18.2
|
)
|
||
Specialty Generics
|
$
|
1,025.2
|
|
|
$
|
1,251.6
|
|
|
(18.1
|
)
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
||||||||
Specialty Brands
|
$
|
1,166.2
|
|
50.7
|
%
|
|
$
|
637.6
|
|
39.3
|
%
|
Specialty Generics
|
376.1
|
|
36.7
|
|
|
594.4
|
|
47.5
|
|
||
Segment operating income
|
1,542.3
|
|
46.4
|
|
|
1,232.0
|
|
42.9
|
|
||
Unallocated amounts:
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(169.8
|
)
|
|
|
(282.6
|
)
|
|
||||
Intangible asset amortization
|
(700.1
|
)
|
|
|
(550.3
|
)
|
|
||||
Restructuring and related charges, net
(1)
|
(38.2
|
)
|
|
|
(45.3
|
)
|
|
||||
Non-restructuring impairment charges
|
(16.9
|
)
|
|
|
—
|
|
|
||||
Total operating income (loss)
|
$
|
617.3
|
|
|
|
$
|
353.8
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation.
|
|
Fiscal Year
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
1,622.8
|
|
|
$
|
413.5
|
|
|
292.5
|
%
|
Specialty Generics
|
1,251.6
|
|
|
1,199.4
|
|
|
4.4
|
|
||
Net sales of operating segments
|
2,874.4
|
|
|
1,612.9
|
|
|
78.2
|
|
||
Other
(1)
|
48.7
|
|
|
37.4
|
|
|
30.2
|
|
||
Net sales
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
|
77.1
|
|
(1)
|
Represents historical CMDS-related intercompany transactions that represent Mallinckrodt continuing operations under an ongoing supply agreement with the acquirer of the CMDS business.
|
|
Fiscal Year
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
1,610.3
|
|
|
$
|
413.1
|
|
|
289.8
|
%
|
Europe, Middle East and Africa
|
9.9
|
|
|
0.4
|
|
|
2,375.0
|
|
||
Other
|
2.6
|
|
|
—
|
|
|
—
|
|
||
Net sales
|
$
|
1,622.8
|
|
|
$
|
413.5
|
|
|
292.5
|
|
|
Fiscal Year
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
1,036.7
|
|
|
$
|
1,071.9
|
|
|
(3.3
|
)%
|
Europe, Middle East and Africa
|
100.5
|
|
|
103.0
|
|
|
(2.4
|
)
|
||
Other
|
114.4
|
|
|
24.5
|
|
|
366.9
|
|
||
Net sales
|
$
|
1,251.6
|
|
|
$
|
1,199.4
|
|
|
4.4
|
|
|
Fiscal Year
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percentage
Change |
|||||
Hydrocodone (API) and hydrocodone-containing tablets
|
$
|
167.2
|
|
|
$
|
99.4
|
|
|
68.2
|
%
|
Oxycodone (API) and oxycodone-containing tablets
|
154.6
|
|
|
155.2
|
|
|
(0.4
|
)
|
||
Methylphendiate ER
|
136.5
|
|
|
209.6
|
|
|
(34.9
|
)
|
||
Other controlled substances
|
572.2
|
|
|
584.5
|
|
|
(2.1
|
)
|
||
Other
|
221.1
|
|
|
150.7
|
|
|
46.7
|
|
||
Specialty Generics
|
$
|
1,251.6
|
|
|
$
|
1,199.4
|
|
|
4.4
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
||||||||
Specialty Brands
|
$
|
637.6
|
|
39.3
|
%
|
|
$
|
(68.6
|
)
|
(16.6
|
)%
|
Specialty Generics
|
594.4
|
|
47.5
|
|
|
599.4
|
|
50.0
|
|
||
Segment operating income
|
1,232.0
|
|
42.9
|
|
|
530.8
|
|
32.9
|
|
||
Unallocated amounts:
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(282.6
|
)
|
|
|
(227.7
|
)
|
|
||||
Intangible asset amortization
|
(550.3
|
)
|
|
|
(154.8
|
)
|
|
||||
Restructuring and related charges, net
(1)
|
(45.3
|
)
|
|
|
(68.2
|
)
|
|
||||
Non-restructuring impairment charges
|
—
|
|
|
|
(27.1
|
)
|
|
||||
Separation costs
|
—
|
|
|
|
(9.6
|
)
|
|
||||
Total operating (loss) income
|
$
|
353.8
|
|
|
|
$
|
43.4
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation.
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash (used in) provided by:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,184.6
|
|
|
$
|
896.4
|
|
|
$
|
373.4
|
|
Investing activities
|
(108.0
|
)
|
|
(2,296.6
|
)
|
|
(2,890.8
|
)
|
|||
Financing activities
|
(1,162.3
|
)
|
|
1,069.9
|
|
|
2,953.9
|
|
|||
Effect of currency exchange rate changes on cash and cash equivalents
|
0.3
|
|
|
(11.6
|
)
|
|
(4.2
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(85.4
|
)
|
|
$
|
(341.9
|
)
|
|
$
|
432.3
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Long-term debt obligations
|
$
|
6,134.3
|
|
|
$
|
256.1
|
|
|
$
|
337.3
|
|
|
$
|
2,601.1
|
|
|
$
|
2,939.8
|
|
Interest on long-term debt obligations
(1)
|
1,632.7
|
|
|
277.2
|
|
|
519.0
|
|
|
468.9
|
|
|
367.6
|
|
|||||
Capital lease obligations
(1)
|
1.2
|
|
|
1.0
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
135.7
|
|
|
26.5
|
|
|
39.1
|
|
|
25.2
|
|
|
44.9
|
|
|||||
Purchase obligations
(2)
|
247.7
|
|
|
147.5
|
|
|
51.9
|
|
|
20.8
|
|
|
27.5
|
|
|||||
Total contractual obligations
|
$
|
8,151.6
|
|
|
$
|
708.3
|
|
|
$
|
947.5
|
|
|
$
|
3,116.0
|
|
|
$
|
3,379.8
|
|
(1)
|
Interest on debt and capital lease obligations are projected for future periods using interest rates in effect as of
September 30, 2016
. Certain of these projected interest payments may differ in the future based on changes in market interest rates.
|
(2)
|
Purchase obligations consist of commitments for purchases of goods and services made in the normal course of business to meet operational and capital requirements.
|
|
Rebates and Chargebacks
|
|
Product Returns
|
|
Other Sales Deductions
|
|
Total
|
||||||||
Balance at September 27, 2013
|
$
|
220.5
|
|
|
$
|
48.6
|
|
|
$
|
15.1
|
|
|
$
|
284.2
|
|
Provisions
|
1,535.9
|
|
|
86.0
|
|
|
88.7
|
|
|
1,710.6
|
|
||||
Payments or credits
|
(1,499.2
|
)
|
|
(33.0
|
)
|
|
(91.0
|
)
|
|
(1,623.2
|
)
|
||||
Acquisitions
|
30.1
|
|
|
0.5
|
|
|
—
|
|
|
30.6
|
|
||||
Balance at September 26, 2014
|
287.3
|
|
|
102.1
|
|
|
12.8
|
|
|
402.2
|
|
||||
Provisions
|
2,072.7
|
|
|
12.9
|
|
|
91.8
|
|
|
2,177.4
|
|
||||
Payments or credits
|
(2,052.2
|
)
|
|
(43.5
|
)
|
|
(88.8
|
)
|
|
(2,184.5
|
)
|
||||
Acquisitions
|
0.2
|
|
|
1.1
|
|
|
—
|
|
|
1.3
|
|
||||
Balance at September 25, 2015
|
308.0
|
|
|
72.6
|
|
|
15.8
|
|
|
396.4
|
|
||||
Provisions
|
1,937.9
|
|
|
14.3
|
|
|
78.6
|
|
|
2,030.8
|
|
||||
Payments or credits
|
(1,920.1
|
)
|
|
(47.9
|
)
|
|
(81.2
|
)
|
|
(2,049.2
|
)
|
||||
Balance at September 30, 2016
|
$
|
325.8
|
|
|
$
|
39.0
|
|
|
$
|
13.2
|
|
|
$
|
378.0
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
Consolidated Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm.
|
|
Consolidated Statements of Income for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014.
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014.
|
|
Consolidated Balance Sheets as of September 30, 2016 and September 25, 2015.
|
|
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014.
|
|
Consolidated Statement of Changes in Shareholders' Equity for the period from September 27, 2013 to September 30, 2016.
|
|
Notes to Consolidated Financial Statements.
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
Cost of sales
|
1,525.8
|
|
|
1,300.2
|
|
|
765.7
|
|
|||
Gross profit
|
1,855.0
|
|
|
1,622.9
|
|
|
884.6
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
925.3
|
|
|
1,023.8
|
|
|
611.0
|
|
|||
Research and development expenses
|
262.2
|
|
|
203.3
|
|
|
140.5
|
|
|||
Restructuring charges, net
|
33.3
|
|
|
45.0
|
|
|
68.0
|
|
|||
Separation costs
|
—
|
|
|
—
|
|
|
9.6
|
|
|||
Non-restructuring impairment charges
|
16.9
|
|
|
—
|
|
|
27.1
|
|
|||
Gain on divestiture and license
|
—
|
|
|
(3.0
|
)
|
|
(15.0
|
)
|
|||
Operating income
|
617.3
|
|
|
353.8
|
|
|
43.4
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(384.6
|
)
|
|
(255.6
|
)
|
|
(82.6
|
)
|
|||
Interest income
|
1.3
|
|
|
1.0
|
|
|
1.5
|
|
|||
Other (expense) income, net
|
(0.6
|
)
|
|
8.1
|
|
|
3.1
|
|
|||
Income (loss) from continuing operations before income taxes
|
233.4
|
|
|
107.3
|
|
|
(34.6
|
)
|
|||
|
|
|
|
|
|
||||||
Benefit from income taxes
|
(255.6
|
)
|
|
(129.3
|
)
|
|
(12.6
|
)
|
|||
Income (loss) from continuing operations
|
489.0
|
|
|
236.6
|
|
|
(22.0
|
)
|
|||
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax expense (benefit) of $43.5, $47.9 and $(32.2)
|
154.7
|
|
|
88.1
|
|
|
(297.3
|
)
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
643.7
|
|
|
$
|
324.7
|
|
|
$
|
(319.3
|
)
|
|
|
|
|
|
|
||||||
Basic earnings per share (Note 8):
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
4.42
|
|
|
$
|
2.03
|
|
|
$
|
(0.34
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
1.40
|
|
|
0.75
|
|
|
(4.58
|
)
|
|||
Net income (loss)
|
$
|
5.82
|
|
|
$
|
2.78
|
|
|
$
|
(4.92
|
)
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
110.6
|
|
|
115.8
|
|
|
64.9
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per share (Note 8):
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
4.39
|
|
|
$
|
2.00
|
|
|
$
|
(0.34
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
1.39
|
|
|
0.75
|
|
|
(4.58
|
)
|
|||
Net income (loss)
|
$
|
5.77
|
|
|
$
|
2.75
|
|
|
$
|
(4.92
|
)
|
|
|
|
|
|
|
||||||
Diluted weighted-average shares outstanding
|
111.5
|
|
|
117.2
|
|
|
64.9
|
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
643.7
|
|
|
$
|
324.7
|
|
|
$
|
(319.3
|
)
|
Other comprehensive (loss), net of tax
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(58.6
|
)
|
|
(70.8
|
)
|
|
(27.6
|
)
|
|||
Unrecognized gain on derivatives, net of tax expense of $0.2, $0.2 and $0.2
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|||
Unrecognized gain (loss) on benefit plans, net of tax (benefit) expense of $(15.0), $(2.1) and $(7.3)
|
(28.4
|
)
|
|
5.6
|
|
|
(15.7
|
)
|
|||
Total other comprehensive (loss), net of tax
|
(86.5
|
)
|
|
(64.8
|
)
|
|
(42.8
|
)
|
|||
Comprehensive income (loss)
|
$
|
557.2
|
|
|
$
|
259.9
|
|
|
$
|
(362.1
|
)
|
|
September 30,
2016 |
|
September 25,
2015 |
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
280.5
|
|
|
$
|
365.9
|
|
Accounts receivable, less allowance for doubtful accounts of $4.0 and $3.6
|
465.8
|
|
|
489.6
|
|
||
Inventories
|
335.6
|
|
|
262.1
|
|
||
Deferred income taxes
|
—
|
|
|
139.2
|
|
||
Prepaid expenses and other current assets
|
115.9
|
|
|
194.4
|
|
||
Current assets held for sale
|
308.8
|
|
|
394.9
|
|
||
Total current assets
|
1,506.6
|
|
|
1,846.1
|
|
||
Property, plant and equipment, net
|
844.0
|
|
|
793.0
|
|
||
Goodwill
|
3,705.3
|
|
|
3,649.4
|
|
||
Intangible assets, net
|
9,182.3
|
|
|
9,666.3
|
|
||
Other assets
|
260.5
|
|
|
225.7
|
|
||
Long-term assets held for sale
|
—
|
|
|
223.6
|
|
||
Total Assets
|
$
|
15,498.7
|
|
|
$
|
16,404.1
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
256.3
|
|
|
$
|
22.0
|
|
Accounts payable
|
110.1
|
|
|
116.8
|
|
||
Accrued payroll and payroll-related costs
|
116.0
|
|
|
95.0
|
|
||
Accrued interest
|
80.6
|
|
|
80.2
|
|
||
Accrued and other current liabilities
|
550.9
|
|
|
486.1
|
|
||
Current liabilities held for sale
|
120.8
|
|
|
129.3
|
|
||
Total current liabilities
|
1,234.7
|
|
|
929.4
|
|
||
Long-term debt
|
5,788.7
|
|
|
6,474.3
|
|
||
Pension and postretirement benefits
|
144.9
|
|
|
114.2
|
|
||
Environmental liabilities
|
73.4
|
|
|
73.3
|
|
||
Deferred income taxes
|
2,581.4
|
|
|
3,117.5
|
|
||
Other income tax liabilities
|
67.7
|
|
|
121.3
|
|
||
Other liabilities
|
337.2
|
|
|
209.0
|
|
||
Long-term liabilities held for sale
|
—
|
|
|
53.9
|
|
||
Total Liabilities
|
10,228.0
|
|
|
11,092.9
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
|
|||
Shareholders' Equity:
|
|
|
|
||||
Preferred shares, $0.20 par value, 500,000,000 authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Ordinary A shares, €1.00 par value, 40,000 authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Ordinary shares, $0.20 par value, 500,000,000 authorized; 118,137,297 and 117,513,370 issued;
107,167,693 and 116,283,149 outstanding
|
23.6
|
|
|
23.5
|
|
||
Ordinary shares held in treasury at cost, 10,969,604 and 1,230,221
|
(762.6
|
)
|
|
(109.7
|
)
|
||
Additional paid-in capital
|
5,412.7
|
|
|
5,357.6
|
|
||
Retained earnings
|
682.6
|
|
|
38.9
|
|
||
Accumulated other comprehensive income
|
(85.6
|
)
|
|
0.9
|
|
||
Total Shareholders' Equity
|
5,270.7
|
|
|
5,311.2
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
15,498.7
|
|
|
$
|
16,404.1
|
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
643.7
|
|
|
$
|
324.7
|
|
|
$
|
(319.3
|
)
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
834.5
|
|
|
672.5
|
|
|
275.9
|
|
|||
Share-based compensation
|
42.9
|
|
|
117.0
|
|
|
67.7
|
|
|||
Deferred income taxes
|
(432.9
|
)
|
|
(191.6
|
)
|
|
(107.5
|
)
|
|||
Non-cash impairment charges
|
16.9
|
|
|
—
|
|
|
381.2
|
|
|||
Inventory provisions
|
29.2
|
|
|
—
|
|
|
32.1
|
|
|||
Gain on disposal of discontinued operations
|
(95.3
|
)
|
|
—
|
|
|
—
|
|
|||
Other non-cash items
|
29.6
|
|
|
(59.6
|
)
|
|
(23.6
|
)
|
|||
Changes in assets and liabilities, net of the effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
31.2
|
|
|
0.7
|
|
|
(51.3
|
)
|
|||
Inventories
|
(17.3
|
)
|
|
61.3
|
|
|
56.0
|
|
|||
Accounts payable
|
(9.7
|
)
|
|
20.4
|
|
|
(32.9
|
)
|
|||
Income taxes
|
93.9
|
|
|
30.2
|
|
|
(54.8
|
)
|
|||
Other
|
17.9
|
|
|
(79.2
|
)
|
|
149.9
|
|
|||
Net cash provided by operating activities
|
1,184.6
|
|
|
896.4
|
|
|
373.4
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(182.9
|
)
|
|
(148.0
|
)
|
|
(127.8
|
)
|
|||
Acquisitions and intangibles, net of cash acquired
|
(245.4
|
)
|
|
(2,154.7
|
)
|
|
(2,793.8
|
)
|
|||
Proceeds from disposal of discontinued operations, net of cash
|
267.0
|
|
|
—
|
|
|
—
|
|
|||
Restricted cash
|
47.3
|
|
|
3.1
|
|
|
4.1
|
|
|||
Other
|
6.0
|
|
|
3.0
|
|
|
26.7
|
|
|||
Net cash used in investing activities
|
(108.0
|
)
|
|
(2,296.6
|
)
|
|
(2,890.8
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Issuance of external debt
|
98.3
|
|
|
3,010.0
|
|
|
3,043.2
|
|
|||
Repayment of external debt and capital leases
|
(568.6
|
)
|
|
(1,848.4
|
)
|
|
(34.8
|
)
|
|||
Excess tax benefit from share-based compensation
|
—
|
|
|
34.1
|
|
|
8.9
|
|
|||
Debt financing costs
|
(0.1
|
)
|
|
(39.9
|
)
|
|
(71.7
|
)
|
|||
Proceeds from exercise of share options
|
14.0
|
|
|
34.4
|
|
|
25.8
|
|
|||
Repurchase of shares
|
(652.9
|
)
|
|
(92.2
|
)
|
|
(17.5
|
)
|
|||
Other
|
(53.0
|
)
|
|
(28.1
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(1,162.3
|
)
|
|
1,069.9
|
|
|
2,953.9
|
|
|||
Effect of currency rate changes on cash
|
0.3
|
|
|
(11.6
|
)
|
|
(4.2
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(85.4
|
)
|
|
(341.9
|
)
|
|
432.3
|
|
|||
Cash and cash equivalents at beginning of period
|
365.9
|
|
|
707.8
|
|
|
275.5
|
|
|||
Cash and cash equivalents at end of period
|
$
|
280.5
|
|
|
$
|
365.9
|
|
|
$
|
707.8
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
332.4
|
|
|
$
|
200.5
|
|
|
$
|
57.2
|
|
Cash paid for income taxes, net
|
165.4
|
|
|
123.8
|
|
|
128.0
|
|
|
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 27, 2013
|
57.7
|
|
|
$
|
11.5
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,102.1
|
|
|
$
|
33.5
|
|
|
$
|
108.5
|
|
|
$
|
1,255.6
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(319.3
|
)
|
|
—
|
|
|
(319.3
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.6
|
)
|
|
(27.6
|
)
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
||||||
Minimum pension liability, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
|
(15.7
|
)
|
||||||
Ordinary shares issued in connection with the Questcor Acquisition
|
57.3
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
3,968.2
|
|
|
—
|
|
|
—
|
|
|
3,979.6
|
|
||||||
Share options exercised
|
0.8
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
||||||
Vesting of restricted shares
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67.7
|
|
|
—
|
|
|
—
|
|
|
67.7
|
|
||||||
Repurchase of ordinary shares
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(17.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.5
|
)
|
||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324.7
|
|
|
—
|
|
|
324.7
|
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70.8
|
)
|
|
(70.8
|
)
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||||
Minimum pension liability, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
5.6
|
|
||||||
Share options exercised
|
1.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
||||||
Vesting of restricted shares
|
1.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares canceled
|
(1.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117.0
|
|
|
—
|
|
|
—
|
|
|
117.0
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
1.0
|
|
|
(92.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.2
|
)
|
||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
643.7
|
|
|
—
|
|
|
643.7
|
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.6
|
)
|
|
(58.6
|
)
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
||||||
Minimum pension liability, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.4
|
)
|
|
(28.4
|
)
|
||||||
Share options exercised
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
||||||
Vesting of restricted shares
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.9
|
|
|
—
|
|
|
—
|
|
|
42.9
|
|
||||||
Repurchase of ordinary shares
|
—
|
|
|
—
|
|
|
9.8
|
|
|
(652.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(652.9
|
)
|
||||||
Balance at September 30, 2016
|
118.1
|
|
|
$
|
23.6
|
|
|
11.0
|
|
|
$
|
(762.6
|
)
|
|
$
|
5,412.7
|
|
|
$
|
682.6
|
|
|
$
|
(85.6
|
)
|
|
$
|
5,270.7
|
|
1.
|
Background and Basis of Presentation
|
•
|
Specialty Brands
produces and markets branded pharmaceutical products and therapies; and
|
•
|
Specialty Generics
produces and markets specialty generic pharmaceuticals and active pharmaceutical ingredients ("API") consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients.
|
2.
|
Summary of Significant Accounting Policies
|
Buildings
|
10
|
to
|
45 years
|
Leasehold improvements
|
1
|
to
|
20 years
|
Capitalized software
|
1
|
to
|
10 years
|
Machinery and equipment
|
1
|
to
|
20 years
|
Completed technology
|
5
|
to
|
25 years
|
License agreements
|
8
|
to
|
30 years
|
Trademarks
|
13
|
to
|
30 years
|
Customer relationships
|
|
|
12 years
|
3.
|
Recently Issued Accounting Standards
|
4.
|
Discontinued Operations and Divestitures
|
|
Fiscal Year
|
||||||||||
Major line items constituting income (loss) from discontinued operations
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
418.6
|
|
|
$
|
423.8
|
|
|
$
|
431.7
|
|
Cost of sales
|
216.6
|
|
|
193.1
|
|
|
256.1
|
|
|||
Selling, general and administrative
|
83.7
|
|
|
89.6
|
|
|
111.5
|
|
|||
Restructuring charges, net
|
2.3
|
|
|
(4.6
|
)
|
|
13.4
|
|
|||
Non-restructuring impairment charges
|
—
|
|
|
—
|
|
|
124.5
|
|
|||
Other
|
5.7
|
|
|
37.7
|
|
|
45.5
|
|
|||
Income (loss) from discontinued operations
|
110.3
|
|
|
108.0
|
|
|
(119.3
|
)
|
|||
Income tax expense
|
49.0
|
|
|
36.4
|
|
|
2.5
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
$
|
61.3
|
|
|
$
|
71.6
|
|
|
$
|
(121.8
|
)
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Carrying amounts of major classes of assets included as part of discontinued operations
|
|
|
|
||||
Accounts receivable
|
$
|
53.7
|
|
|
$
|
58.9
|
|
Inventories
|
19.0
|
|
|
19.7
|
|
||
Property, plant and equipment, net
|
189.0
|
|
|
198.3
|
|
||
Other current and non-current assets
|
47.1
|
|
|
41.7
|
|
||
Total assets classified as held for sale in the balance sheet
|
$
|
308.8
|
|
|
$
|
318.6
|
|
|
|
|
|
||||
Carrying amounts of major classes of liabilities included as part of discontinued operations
|
|
|
|
||||
Accounts payable
|
$
|
17.7
|
|
|
$
|
16.2
|
|
Other current and non-current liabilities
|
103.1
|
|
|
94.2
|
|
||
Total liabilities classified as held for sale in the balance sheet
|
$
|
120.8
|
|
|
$
|
110.4
|
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation
|
$
|
20.9
|
|
|
$
|
13.1
|
|
|
$
|
17.9
|
|
Capital expenditures
|
9.7
|
|
|
7.6
|
|
|
8.1
|
|
|||
Non-cash impairment charges
|
—
|
|
|
—
|
|
|
124.5
|
|
|
Fiscal Year
|
||||||||||
Major line items constituting income (loss) from discontinued operations
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
61.0
|
|
|
$
|
413.8
|
|
|
$
|
495.8
|
|
Cost of sales
|
46.9
|
|
|
306.4
|
|
|
352.9
|
|
|||
Selling, general and administrative
|
20.3
|
|
|
97.5
|
|
|
97.1
|
|
|||
Restructuring charges, net
|
—
|
|
|
0.3
|
|
|
47.2
|
|
|||
Non-restructuring impairment charges
|
—
|
|
|
—
|
|
|
204.0
|
|
|||
Other
|
1.2
|
|
|
4.7
|
|
|
4.1
|
|
|||
(Loss) income from discontinued operations
|
(7.4
|
)
|
|
4.9
|
|
|
(209.5
|
)
|
|||
Gain on disposal of discontinued operations
|
95.3
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations, before income taxes
|
87.9
|
|
|
4.9
|
|
|
(209.5
|
)
|
|||
Income tax expense (benefit)
|
(2.5
|
)
|
|
10.8
|
|
|
(34.7
|
)
|
|||
Income (loss) from discontinued operations net of tax
|
$
|
90.4
|
|
|
$
|
(5.9
|
)
|
|
$
|
(174.8
|
)
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Carrying amounts of major classes of assets included as part of discontinued operations
|
|
|
|
||||
Accounts receivable
|
$
|
—
|
|
|
$
|
68.5
|
|
Inventories
|
—
|
|
|
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
|
$
|
—
|
|
|
$
|
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
|
—
|
|
|
50.8
|
|
||
Total liabilities classified as held for sale in the balance sheet
|
$
|
—
|
|
|
$
|
72.8
|
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation
|
$
|
—
|
|
|
$
|
15.5
|
|
|
$
|
18.9
|
|
Amortization
|
—
|
|
|
2.3
|
|
|
7.5
|
|
|||
Capital expenditures
|
1.6
|
|
|
9.5
|
|
|
12.3
|
|
|||
Non-cash impairment charges
|
—
|
|
|
—
|
|
|
204.0
|
|
5.
|
Acquisitions and License Agreements
|
|
Stratatech
|
|
Hemostasis
|
|
Therakos
|
|
Ikaria
|
|
Questcor
|
|
Cadence
|
||||||||||||
Cash
|
$
|
0.2
|
|
|
$
|
3.3
|
|
|
$
|
41.3
|
|
|
$
|
77.3
|
|
|
$
|
445.1
|
|
|
$
|
43.2
|
|
Inventory
|
—
|
|
|
94.6
|
|
|
23.5
|
|
|
26.3
|
|
|
67.9
|
|
|
21.0
|
|
||||||
Intangible assets
|
99.8
|
|
|
132.7
|
|
|
1,170.0
|
|
|
1,971.0
|
|
|
5,601.1
|
|
|
1,300.0
|
|
||||||
Goodwill (non-tax deductible)
|
57.3
|
|
|
3.3
|
|
|
429.9
|
|
|
795.0
|
|
|
1,789.4
|
|
|
318.1
|
|
||||||
Other assets, current and non-current
(1)
|
3.2
|
|
|
7.9
|
|
|
40.2
|
|
|
174.3
|
|
|
274.3
|
|
|
18.0
|
|
||||||
Total assets acquired
|
160.5
|
|
|
241.8
|
|
|
1,704.9
|
|
|
3,043.9
|
|
|
8,177.8
|
|
|
1,700.3
|
|
||||||
Current liabilities
|
4.3
|
|
|
3.6
|
|
|
24.7
|
|
|
33.0
|
|
|
168.9
|
|
|
48.8
|
|
||||||
Unpaid purchase consideration (current)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128.8
|
|
|
—
|
|
||||||
Other liabilities (non-current)
|
—
|
|
|
10.6
|
|
|
0.6
|
|
|
15.8
|
|
|
186.8
|
|
|
—
|
|
||||||
Deferred tax liabilities, net (non-current)
|
24.3
|
|
|
2.1
|
|
|
315.7
|
|
|
620.5
|
|
|
1,906.8
|
|
|
292.3
|
|
||||||
Contingent consideration (non-current)
|
54.9
|
|
|
52.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total debt
|
1.0
|
|
|
—
|
|
|
344.8
|
|
|
1,121.0
|
|
|
—
|
|
|
30.0
|
|
||||||
Total liabilities assumed
|
84.5
|
|
|
68.3
|
|
|
685.8
|
|
|
1,790.3
|
|
|
2,391.3
|
|
|
371.1
|
|
||||||
Net assets acquired
|
$
|
76.0
|
|
|
$
|
173.5
|
|
|
$
|
1,019.1
|
|
|
$
|
1,253.6
|
|
|
$
|
5,786.5
|
|
|
$
|
1,329.2
|
|
(1)
|
This amount includes
$1.3 million
,
zero
,
$22.0 million
,
$73.8 million
,
$87.3 million
, and
$14.7 million
of accounts receivable for the Stratatech Acquisition, Hemostasis Acquisition, Therakos Acquisition, Ikaria Acquisition, Questcor Acquisition and Cadence Acquisition, respectively, which is also the gross contractual value.
|
|
Stratatech
|
|
Hemostasis
|
|
Therakos
|
|
Ikaria
|
|
Questcor
|
|
Cadence
|
||||||||||||
Total consideration, net of cash
|
$
|
130.7
|
|
|
$
|
222.2
|
|
|
$
|
977.8
|
|
|
$
|
1,176.3
|
|
|
$
|
5,470.2
|
|
|
$
|
1,286.0
|
|
Plus: cash assumed in acquisition
|
0.2
|
|
|
3.3
|
|
|
41.3
|
|
|
77.3
|
|
|
445.1
|
|
|
43.2
|
|
||||||
Total consideration
|
130.9
|
|
|
225.5
|
|
|
1,019.1
|
|
|
1,253.6
|
|
|
5,915.3
|
|
|
1,329.2
|
|
||||||
Less: unpaid purchase consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128.8
|
)
|
|
—
|
|
||||||
Less: non-cash contingent consideration
|
(54.9
|
)
|
|
(52.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net assets acquired
|
$
|
76.0
|
|
|
$
|
173.5
|
|
|
$
|
1,019.1
|
|
|
$
|
1,253.6
|
|
|
$
|
5,786.5
|
|
|
$
|
1,329.2
|
|
Stratatech
|
Amount
|
|
Amortization Period
|
||
In-process research and development - StrataGraft
|
$
|
99.8
|
|
|
Non-Amortizable
|
Hemostasis Products
|
Amount
|
|
Amortization Period
|
||
Raplixa - Completed technology
|
$
|
73.0
|
|
|
15 years
|
Recothrom - Completed technology
|
42.7
|
|
|
13 years
|
|
PreveLeak - Completed technology
|
17.0
|
|
|
13 years
|
|
|
$
|
132.7
|
|
|
|
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
|
|
|
|
Questcor
|
Amount
|
|
Weighted-Average 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 - Synacthen
|
218.3
|
|
|
Non-Amortizable
|
|
|
$
|
5,601.1
|
|
|
|
Cadence
|
Amount
|
|
Amortization Period
|
||
Completed technology
|
$
|
1,300.0
|
|
|
8 years
|
Net sales
|
2016
|
|
2015
|
|
2014
|
||||||
Therakos
|
$
|
207.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ikaria
|
491.5
|
|
|
191.9
|
|
|
—
|
|
|||
Questcor
|
1,218.4
|
|
|
1,125.9
|
|
|
129.2
|
|
|||
Cadence
|
284.3
|
|
|
263.0
|
|
|
124.4
|
|
|||
|
$
|
2,201.8
|
|
|
$
|
1,580.8
|
|
|
$
|
253.6
|
|
Operating income (loss)
|
|
|
|
|
|
||||||
Therakos
|
$
|
12.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ikaria
|
201.1
|
|
|
47.1
|
|
|
—
|
|
|||
Questcor
|
371.5
|
|
|
223.3
|
|
|
17.4
|
|
|||
Cadence
|
(84.5
|
)
|
|
(97.3
|
)
|
|
(66.9
|
)
|
|||
|
$
|
500.6
|
|
|
$
|
173.1
|
|
|
$
|
(49.5
|
)
|
Intangible asset amortization
|
2016
|
|
2015
|
|
2014
|
||||||
Therakos
|
$
|
78.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ikaria
|
124.5
|
|
|
57.1
|
|
|
—
|
|
|||
Questcor
|
300.7
|
|
|
301.4
|
|
|
34.9
|
|
|||
Cadence
|
162.5
|
|
|
162.5
|
|
|
85.9
|
|
|||
|
$
|
665.7
|
|
|
$
|
521.0
|
|
|
$
|
120.8
|
|
Acquisition-related costs
|
2016
|
|
2015
|
|
2014
|
||||||
Stratatech
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Hemostasis Products
|
2.7
|
|
|
—
|
|
|
—
|
|
|||
Therakos
|
0.3
|
|
|
22.5
|
|
|
—
|
|
|||
Ikaria
|
0.2
|
|
|
30.9
|
|
|
—
|
|
|||
Questcor
|
—
|
|
|
—
|
|
|
47.5
|
|
|||
Cadence
|
—
|
|
|
—
|
|
|
17.6
|
|
|||
|
$
|
6.9
|
|
|
$
|
53.4
|
|
|
$
|
65.1
|
|
•
|
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;
|
•
|
elimination of direct acquisition transaction costs from the period of acquisition;
|
•
|
increased interest expense to reflect the fixed rate unsecured notes and revolving credit facility (utilizing the interest rate in effect at the date of the acquisition of
2.58%
) entered into in connection with the Therakos Acquisition and the fixed rate unsecured notes entered into in connection with the Ikaria Acquisition (assuming no interest related to the revolving credit facility which was paid down subsequent to the Ikaria Acquisition), including interest and amortization of deferred financing costs and original issue discount; and
|
•
|
the related income tax effects.
|
|
2016
|
|
2015
|
||||
Net sales
|
$
|
3,380.8
|
|
|
$
|
3,332.0
|
|
Income from continuing operations
|
499.4
|
|
|
288.9
|
|
||
Basic earnings per share from continuing operations
|
$
|
4.52
|
|
|
$
|
2.49
|
|
Diluted earnings from per share continuing operations
|
4.48
|
|
|
2.47
|
|
6.
|
Restructuring and Related Charges
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Specialty Brands
|
$
|
23.3
|
|
|
$
|
36.5
|
|
|
$
|
57.0
|
|
Specialty Generics
|
3.4
|
|
|
4.5
|
|
|
9.8
|
|
|||
Corporate
|
11.5
|
|
|
4.3
|
|
|
1.4
|
|
|||
Restructuring and related charges, net
|
38.2
|
|
|
45.3
|
|
|
68.2
|
|
|||
Less: accelerated depreciation
|
(4.9
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|||
Restructuring charges, net
|
$
|
33.3
|
|
|
$
|
45.0
|
|
|
$
|
68.0
|
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
2016 Mallinckrodt Program
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2013 Mallinckrodt Program
|
26.2
|
|
|
12.0
|
|
|
13.6
|
|
|||
Acquisition programs
|
3.7
|
|
|
33.6
|
|
|
56.4
|
|
|||
Other programs
|
—
|
|
|
(0.3
|
)
|
|
(1.8
|
)
|
|||
Total programs
|
38.2
|
|
|
45.3
|
|
|
68.2
|
|
|||
Less: non-cash charges, including impairments and accelerated share based compensation expense
|
(4.9
|
)
|
|
(10.1
|
)
|
|
(37.7
|
)
|
|||
Total charges expected to be settled in cash
|
$
|
33.3
|
|
|
$
|
35.2
|
|
|
$
|
30.5
|
|
|
2016 Mallinckrodt Program
|
|
2013 Mallinckrodt Program
|
|
Acquisition Programs
|
|
Other Programs
|
|
Total
|
||||||||||
Balance at September 27, 2013
|
$
|
—
|
|
|
$
|
14.9
|
|
|
$
|
—
|
|
|
$
|
10.6
|
|
|
$
|
25.5
|
|
Charges from continuing operations
|
—
|
|
|
19.2
|
|
|
22.9
|
|
|
1.4
|
|
|
43.5
|
|
|||||
Charges from discontinued operations
|
—
|
|
|
39.0
|
|
|
—
|
|
|
1.1
|
|
|
40.1
|
|
|||||
Changes in estimate from continuing operations
|
—
|
|
|
(7.3
|
)
|
|
(1.6
|
)
|
|
(4.1
|
)
|
|
(13.0
|
)
|
|||||
Changes in estimate from discontinued operations
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(2.8
|
)
|
|||||
Cash payments
|
—
|
|
|
(34.8
|
)
|
|
(13.4
|
)
|
|
(6.8
|
)
|
|
(55.0
|
)
|
|||||
Reclassifications
(1)
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
(2.3
|
)
|
|||||
Currency translation
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(1.1
|
)
|
|||||
Balance at September 26, 2014
|
—
|
|
|
26.6
|
|
|
7.9
|
|
|
0.4
|
|
|
34.9
|
|
|||||
Charges from continuing operations
|
—
|
|
|
11.7
|
|
|
25.3
|
|
|
—
|
|
|
37.0
|
|
|||||
Charges from discontinued operations
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||
Changes in estimate from continuing operations
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(0.3
|
)
|
|
(1.8
|
)
|
|||||
Changes in estimate from discontinued operations
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|||||
Cash payments
|
—
|
|
|
(22.5
|
)
|
|
(21.7
|
)
|
|
(0.1
|
)
|
|
(44.3
|
)
|
|||||
Reclassifications
(1)
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Currency translation
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Balance at September 25, 2015
|
—
|
|
|
8.0
|
|
|
10.0
|
|
|
—
|
|
|
18.0
|
|
|||||
Charges from continuing operations
|
6.4
|
|
|
24.6
|
|
|
5.0
|
|
|
—
|
|
|
36.0
|
|
|||||
Charges from discontinued operations
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Changes in estimate from continuing operations
|
—
|
|
|
(1.4
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||||
Changes in estimate from discontinued operations
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Cash payments
|
(0.2
|
)
|
|
(20.3
|
)
|
|
(13.2
|
)
|
|
—
|
|
|
(33.7
|
)
|
|||||
Reclassifications
(1)
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Balance at September 30, 2016
|
$
|
6.2
|
|
|
$
|
11.8
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
(1)
|
Represents the reclassification of pension and other postretirement benefits from restructuring reserves to pension and postretirement obligations.
|
|
2016 Mallinckrodt Program
|
|
2013 Mallinckrodt Program
|
||||
Specialty Brands
|
$
|
4.7
|
|
|
$
|
18.8
|
|
Specialty Generics
|
0.5
|
|
|
18.3
|
|
||
Discontinued Operations (including Nuclear and CMDS)
|
—
|
|
|
69.9
|
|
||
Corporate
|
3.1
|
|
|
18.4
|
|
||
|
$
|
8.3
|
|
|
$
|
125.4
|
|
7.
|
Income Taxes
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
(275.3
|
)
|
|
$
|
(107.5
|
)
|
|
$
|
(76.0
|
)
|
International
|
508.7
|
|
|
214.8
|
|
|
41.4
|
|
|||
Total
|
$
|
233.4
|
|
|
$
|
107.3
|
|
|
$
|
(34.6
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Domestic
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
22.3
|
|
International
|
120.5
|
|
|
67.3
|
|
|
18.9
|
|
|||
Current income tax provision
|
120.8
|
|
|
67.5
|
|
|
41.2
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
$
|
0.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
(41.9
|
)
|
International
|
(377.1
|
)
|
|
(196.0
|
)
|
|
(11.9
|
)
|
|||
Deferred income tax (benefit)
|
(376.4
|
)
|
|
(196.8
|
)
|
|
(53.8
|
)
|
|||
|
$
|
(255.6
|
)
|
|
$
|
(129.3
|
)
|
|
$
|
(12.6
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Provision for income taxes at Domestic statutory income tax rate
(1)
|
$
|
46.6
|
|
|
$
|
21.4
|
|
|
$
|
(12.1
|
)
|
Adjustments to reconcile to income tax provision:
|
|
|
|
|
|
||||||
U.S. state income tax provision, net
(5)
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|||
Rate difference between Domestic and International jurisdictions
(2)
|
(249.3
|
)
|
|
(152.9
|
)
|
|
(14.2
|
)
|
|||
U.S. manufacturing deduction
(5)
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|||
Valuation allowances, nonrecurring
|
2.1
|
|
|
(2.1
|
)
|
|
0.1
|
|
|||
Adjustments to accrued income tax liabilities and uncertain tax positions
|
(14.9
|
)
|
|
(7.0
|
)
|
|
(0.4
|
)
|
|||
Interest and penalties on accrued income tax liabilities and uncertain tax positions
|
(16.4
|
)
|
|
0.3
|
|
|
(7.7
|
)
|
|||
Investment in partnership
|
—
|
|
|
—
|
|
|
20.0
|
|
|||
Credits, principally research and orphan drug
(3)
(4)
|
(33.7
|
)
|
|
(8.1
|
)
|
|
(0.7
|
)
|
|||
Permanently nondeductible and nontaxable items
|
7.9
|
|
|
14.7
|
|
|
13.4
|
|
|||
Other
|
2.1
|
|
|
4.4
|
|
|
(1.3
|
)
|
|||
Provision for income taxes
|
$
|
(255.6
|
)
|
|
$
|
(129.3
|
)
|
|
$
|
(12.6
|
)
|
(1)
|
The statutory tax rate reflects the U.K. statutory tax rate of
20%
for fiscal 2016 and 2015, and the U.S. federal statutory tax rate of
35%
for fiscal 2014.
|
(2)
|
Includes the impact of certain recurring valuation allowances for Domestic and International jurisdictions.
|
(3)
|
Due to the December 31, 2013 Research Credit tax law expiration, fiscal 2014 includes
$0.7 million
for the period September 28, 2013 through December 31, 2013. During fiscal 2015, the legislation was extended, with a retroactive effective date of January 1, 2014. As such, fiscal 2015 includes approximately
$3.6 million
of credit related to the period January 1, 2014 through September 26, 2014.
|
(4)
|
The Company realized a tax benefit of
$27.4 million
resulting from a U.K. tax credit on a dividend between affiliates.
|
(5)
|
For fiscal 2016, U.S. state income tax benefit of
$15.1 million
was combined with the rate differences between Domestic and International jurisdictions. For fiscal 2015, U.S. state income tax benefit of
$34.9 million
, and U.S. manufacturing deduction tax benefit of
$4.3 million
were combined with the rate differences between Domestic and International jurisdictions. Fiscal 2014 includes U.S. state income tax benefit of
$4.4 million
associated with fiscal 2014 acquisitions and integration thereof.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of fiscal year
|
$
|
89.2
|
|
|
$
|
82.0
|
|
|
$
|
100.1
|
|
Additions related to current year tax positions
|
63.8
|
|
|
4.5
|
|
|
3.2
|
|
|||
Additions related to prior period tax positions
|
10.8
|
|
|
19.9
|
|
|
30.6
|
|
|||
Reductions related to prior period tax positions
|
(37.8
|
)
|
|
(7.7
|
)
|
|
(33.0
|
)
|
|||
Reductions related to disposition transactions
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
(2.6
|
)
|
|
(7.8
|
)
|
|
(6.9
|
)
|
|||
Lapse of statute of limitations
|
(2.0
|
)
|
|
(1.7
|
)
|
|
(12.0
|
)
|
|||
Balance at end of fiscal year
|
$
|
114.8
|
|
|
$
|
89.2
|
|
|
$
|
82.0
|
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Accrued and other current liabilities
|
$
|
—
|
|
|
$
|
1.3
|
|
Other income tax liabilities
|
55.4
|
|
|
80.0
|
|
||
Deferred income taxes (non-current liability)
|
59.4
|
|
|
7.9
|
|
||
|
$
|
114.8
|
|
|
$
|
89.2
|
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Accrued and other current liabilities
|
$
|
111.8
|
|
|
$
|
15.6
|
|
Other income tax liabilities
|
67.7
|
|
|
121.3
|
|
||
|
$
|
179.5
|
|
|
$
|
136.9
|
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Other assets
|
$
|
69.1
|
|
|
$
|
51.7
|
|
Prepaid expenses and other current assets
|
53.5
|
|
|
89.8
|
|
||
|
$
|
122.6
|
|
|
$
|
141.5
|
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and reserves
|
$
|
80.8
|
|
|
$
|
91.0
|
|
Inventories
|
35.4
|
|
|
21.4
|
|
||
Tax loss and credit carryforwards
|
332.3
|
|
|
159.5
|
|
||
Environmental liabilities
|
28.6
|
|
|
23.6
|
|
||
Rebate reserves
|
48.7
|
|
|
48.1
|
|
||
Expired product
|
12.2
|
|
|
26.3
|
|
||
Postretirement benefits
|
48.7
|
|
|
37.3
|
|
||
Federal and state benefit of uncertain tax positions and interest
|
17.4
|
|
|
33.6
|
|
||
Share-based compensation
|
22.1
|
|
|
17.6
|
|
||
Intangible assets
|
341.8
|
|
|
105.7
|
|
||
Other
|
14.9
|
|
|
8.7
|
|
||
|
982.9
|
|
|
572.8
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(111.3
|
)
|
|
(111.8
|
)
|
||
Intangible assets
|
(775.1
|
)
|
|
(1,550.7
|
)
|
||
Installment sale
|
(1,902.9
|
)
|
|
(1,465.3
|
)
|
||
Investment in partnership
|
(186.0
|
)
|
|
(187.9
|
)
|
||
|
(2,975.3
|
)
|
|
(3,315.7
|
)
|
||
Net deferred tax (liability) before valuation allowances
|
(1,992.4
|
)
|
|
(2,742.9
|
)
|
||
Valuation allowances
|
(564.9
|
)
|
|
(233.0
|
)
|
||
Net deferred tax (liability)
|
$
|
(2,557.3
|
)
|
|
$
|
(2,975.9
|
)
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Deferred income taxes (current asset)
|
$
|
—
|
|
|
$
|
139.2
|
|
Other non-current assets
|
24.1
|
|
|
6.6
|
|
||
Accrued and other current liabilities
|
—
|
|
|
(4.2
|
)
|
||
Deferred income taxes (non-current liability)
|
(2,581.4
|
)
|
|
(3,117.5
|
)
|
||
Net deferred tax (liability)
|
$
|
(2,557.3
|
)
|
|
$
|
(2,975.9
|
)
|
8.
|
Earnings (Loss) per Share
|
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings (loss) per share numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to common shareholders before allocation of earnings to participating securities
|
$
|
489.0
|
|
|
$
|
236.6
|
|
|
$
|
(22.0
|
)
|
Less: earnings allocated to participating securities
|
—
|
|
|
2.0
|
|
|
—
|
|
|||
Income (loss) from continuing operations attributable to common shareholders, after earnings allocated to participating securities
|
489.0
|
|
|
234.6
|
|
|
(22.0
|
)
|
|||
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
154.7
|
|
|
88.1
|
|
|
(297.3
|
)
|
|||
Less: earnings from discontinued operations allocated to participating securities
|
—
|
|
|
0.7
|
|
|
—
|
|
|||
Income (loss) from discontinued operations attributable to common shareholders, after allocation of earnings to participating securities
|
154.7
|
|
|
87.4
|
|
|
(297.3
|
)
|
|||
Net income (loss) attributable to common shareholders, after allocation of earnings to participating securities
|
$
|
643.7
|
|
|
$
|
322.0
|
|
|
$
|
(319.3
|
)
|
Earnings (loss) per share denominator:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding - basic
|
110.6
|
|
|
115.8
|
|
|
64.9
|
|
|||
Impact of dilutive securities
|
0.9
|
|
|
1.4
|
|
|
—
|
|
|||
Weighted-average shares outstanding - diluted
|
111.5
|
|
|
117.2
|
|
|
64.9
|
|
|||
Basic earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
4.42
|
|
|
$
|
2.03
|
|
|
$
|
(0.34
|
)
|
Income (loss) from discontinued operations
|
1.40
|
|
|
0.75
|
|
|
(4.58
|
)
|
|||
Net income (loss) attributable to common shareholders
|
$
|
5.82
|
|
|
$
|
2.78
|
|
|
$
|
(4.92
|
)
|
Diluted earnings (loss) per share attributable to common shareholders
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
4.39
|
|
|
$
|
2.00
|
|
|
$
|
(0.34
|
)
|
Income (loss) from discontinued operations
|
1.39
|
|
|
0.75
|
|
|
(4.58
|
)
|
|||
Net income (loss) attributable to common shareholders
|
$
|
5.77
|
|
|
$
|
2.75
|
|
|
$
|
(4.92
|
)
|
9.
|
Inventories
|
|
September 30,
2016 |
|
September 25,
2015 |
||||
Raw materials and supplies
|
$
|
62.0
|
|
|
$
|
52.9
|
|
Work in process
|
188.9
|
|
|
121.6
|
|
||
Finished goods
|
84.7
|
|
|
87.6
|
|
||
Inventories
|
$
|
335.6
|
|
|
$
|
262.1
|
|
10.
|
Property, Plant and Equipment
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Land
|
$
|
46.8
|
|
|
$
|
47.1
|
|
Buildings
|
287.2
|
|
|
261.7
|
|
||
Capitalized software
|
85.3
|
|
|
85.4
|
|
||
Machinery and equipment
|
1,032.3
|
|
|
979.9
|
|
||
Construction in process
|
164.1
|
|
|
118.3
|
|
||
|
1,615.7
|
|
|
1,492.4
|
|
||
Less: accumulated depreciation
|
(771.7
|
)
|
|
(699.4
|
)
|
||
Property, plant and equipment, net
|
$
|
844.0
|
|
|
$
|
793.0
|
|
11.
|
Goodwill and Intangible Assets
|
|
September 30, 2016
|
|
September 25, 2015
|
||||
Specialty Brands
|
$
|
3,498.3
|
|
|
$
|
3,442.4
|
|
Specialty Generics
|
207.0
|
|
|
207.0
|
|
||
Total
|
$
|
3,705.3
|
|
|
$
|
3,649.4
|
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizable:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
10,028.8
|
|
|
$
|
1,446.2
|
|
|
$
|
9,896.0
|
|
|
$
|
765.8
|
|
Licenses
|
185.1
|
|
|
112.3
|
|
|
185.1
|
|
|
99.8
|
|
||||
Customer relationships
|
28.6
|
|
|
8.0
|
|
|
28.1
|
|
|
4.4
|
|
||||
Trademarks
|
82.2
|
|
|
10.0
|
|
|
82.1
|
|
|
6.2
|
|
||||
Other
|
6.7
|
|
|
6.7
|
|
|
6.7
|
|
|
6.7
|
|
||||
Total
|
$
|
10,331.4
|
|
|
$
|
1,583.2
|
|
|
$
|
10,198.0
|
|
|
$
|
882.9
|
|
Non-Amortizable:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
35.0
|
|
|
|
|
$
|
35.0
|
|
|
|
||||
In-process research and development
|
399.1
|
|
|
|
|
316.2
|
|
|
|
||||||
Total
|
$
|
434.1
|
|
|
|
|
$
|
351.2
|
|
|
|
|
|
||
Fiscal 2017
|
$
|
701.4
|
|
Fiscal 2018
|
692.4
|
|
|
Fiscal 2019
|
692.1
|
|
|
Fiscal 2020
|
691.9
|
|
|
Fiscal 2021
|
691.6
|
|
12.
|
Debt
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
||||||||
Current maturities of long-term debt:
|
|
|
|
|
|
|
|
||||||||
Variable rate receivable securitization
|
$
|
235.0
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans due March 2021
|
20.0
|
|
|
0.4
|
|
|
20.0
|
|
|
—
|
|
||||
4.00% term loan due February 2022
|
1.1
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Capital lease obligation and vendor financing agreements
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Total current debt
|
257.1
|
|
|
0.8
|
|
|
22.0
|
|
|
—
|
|
||||
Long-term debt:
|
|
|
|
|
|
|
|
||||||||
Variable rate receivable securitization
|
—
|
|
|
—
|
|
|
153.0
|
|
|
0.8
|
|
||||
3.50% notes due April 2018
|
300.0
|
|
|
1.1
|
|
|
300.0
|
|
|
1.7
|
|
||||
4.875% notes due April 2020
|
700.0
|
|
|
8.8
|
|
|
700.0
|
|
|
11.3
|
|
||||
Term loans due March 2021
|
1,933.5
|
|
|
35.4
|
|
|
1,958.5
|
|
|
44.1
|
|
||||
4.00% term loan due February 2022
|
6.0
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
||||
9.50% debentures due May 2022
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
||||
5.75% notes due August 2022
|
884.0
|
|
|
12.1
|
|
|
900.0
|
|
|
14.4
|
|
||||
8.00% debentures due March 2023
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
||||
4.75% notes due April 2023
|
600.0
|
|
|
6.4
|
|
|
600.0
|
|
|
7.1
|
|
||||
5.625% notes due October 2023
|
740.0
|
|
|
11.8
|
|
|
750.0
|
|
|
13.7
|
|
||||
5.50% notes due April 2025
|
700.0
|
|
|
10.6
|
|
|
700.0
|
|
|
11.9
|
|
||||
Revolving credit facility
|
—
|
|
|
3.6
|
|
|
500.0
|
|
|
4.9
|
|
||||
Capital lease obligation and vendor financing agreements
|
0.2
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Total long-term debt
|
5,878.5
|
|
|
89.8
|
|
|
6,584.2
|
|
|
109.9
|
|
||||
Total debt
|
$
|
6,135.6
|
|
|
$
|
90.6
|
|
|
$
|
6,606.2
|
|
|
$
|
109.9
|
|
Fiscal 2017
|
$
|
257.1
|
|
Fiscal 2018
|
321.3
|
|
|
Fiscal 2019
|
16.2
|
|
|
Fiscal 2020
|
721.3
|
|
|
Fiscal 2021
|
1,879.8
|
|
13.
|
Retirement Plans
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
Fiscal Year
|
|
Fiscal Year
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
1.8
|
|
|
$
|
2.4
|
|
|
$
|
2.7
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
13.2
|
|
|
14.5
|
|
|
15.4
|
|
|
2.0
|
|
|
1.9
|
|
|
2.1
|
|
||||||
Expected return on plan assets
|
(16.7
|
)
|
|
(18.9
|
)
|
|
(20.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
11.3
|
|
|
9.2
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(4.0
|
)
|
|
(9.3
|
)
|
||||||
Loss on plan settlements
|
8.1
|
|
|
5.9
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
17.7
|
|
|
$
|
13.1
|
|
|
$
|
9.4
|
|
|
$
|
—
|
|
|
$
|
(2.0
|
)
|
|
$
|
(7.1
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations at beginning of year
|
$
|
375.5
|
|
|
$
|
400.8
|
|
|
$
|
52.2
|
|
|
$
|
52.0
|
|
Service cost
|
1.8
|
|
|
2.4
|
|
|
0.1
|
|
|
0.1
|
|
||||
Interest cost
|
13.2
|
|
|
14.5
|
|
|
2.0
|
|
|
1.9
|
|
||||
Actuarial (gain) loss
|
65.5
|
|
|
(0.8
|
)
|
|
0.5
|
|
|
2.1
|
|
||||
Benefits and administrative expenses paid
|
(20.1
|
)
|
|
(17.8
|
)
|
|
(4.0
|
)
|
|
(3.9
|
)
|
||||
Plan settlements
|
(26.5
|
)
|
|
(23.6
|
)
|
|
—
|
|
|
—
|
|
||||
Plan curtailments and amendments
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net transfer in/(out)
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Currency translation
|
0.1
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligations at end of year
|
$
|
409.1
|
|
|
$
|
375.5
|
|
|
$
|
50.8
|
|
|
$
|
52.2
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
309.9
|
|
|
$
|
339.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
29.5
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
16.7
|
|
|
10.4
|
|
|
4.0
|
|
|
3.9
|
|
||||
Benefits and administrative expenses paid
|
(20.1
|
)
|
|
(17.8
|
)
|
|
(4.0
|
)
|
|
(3.9
|
)
|
||||
Plan settlements
|
(26.5
|
)
|
|
(23.6
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
309.5
|
|
|
$
|
309.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(99.6
|
)
|
|
$
|
(65.6
|
)
|
|
$
|
(50.8
|
)
|
|
$
|
(52.2
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amounts recognized on the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
4.0
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(5.2
|
)
|
|
(2.9
|
)
|
|
(4.3
|
)
|
|
(4.6
|
)
|
||||
Non-current liabilities
|
(98.4
|
)
|
|
(66.6
|
)
|
|
(46.5
|
)
|
|
(47.6
|
)
|
||||
Net amount recognized on the consolidated balance sheet
|
$
|
(99.6
|
)
|
|
$
|
(65.6
|
)
|
|
$
|
(50.8
|
)
|
|
$
|
(52.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
(141.2
|
)
|
|
$
|
(107.9
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
(5.1
|
)
|
Prior service credit
|
0.3
|
|
|
—
|
|
|
12.8
|
|
|
14.9
|
|
||||
Net amount recognized in accumulated other comprehensive income
|
$
|
(140.9
|
)
|
|
$
|
(107.9
|
)
|
|
$
|
7.2
|
|
|
$
|
9.8
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
Amortization of net actuarial loss
|
$
|
14.1
|
|
|
$
|
0.1
|
|
Amortization of prior service cost
|
0.3
|
|
|
(2.1
|
)
|
|
2016
|
|
2015
|
||||
Pension plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
398.1
|
|
|
$
|
363.4
|
|
Fair value of plan assets
|
295.0
|
|
|
294.1
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
3.9
|
%
|
|
3.8
|
%
|
|
4.2
|
%
|
|
2.0
|
%
|
|
2.4
|
%
|
|
3.1
|
%
|
Expected return on plan assets
|
5.8
|
%
|
|
6.0
|
%
|
|
6.5
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
2.3
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
1.3
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2016
|
|
2015
|
|
2014
|
|||
Net periodic benefit cost
|
4.0
|
%
|
|
3.6
|
%
|
|
4.0
|
%
|
Benefit obligations
|
3.2
|
%
|
|
3.9
|
%
|
|
3.7
|
%
|
|
2016
|
|
2015
|
||
Healthcare cost trend rate assumed for next fiscal year
|
7.1
|
%
|
|
7.1
|
%
|
Rate to which the cost trend rate is assumed to decline
|
4.5
|
%
|
|
4.5
|
%
|
Fiscal year the ultimate trend rate is achieved
|
2029
|
|
|
2029
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation
|
0.3
|
|
|
(0.2
|
)
|
|
U.S. Plans
|
||||
|
2016
|
|
2015
|
||
Equity securities
|
—
|
%
|
|
27
|
%
|
Debt securities
|
96
|
|
|
70
|
|
Cash and cash equivalents
|
4
|
|
|
3
|
|
Other
|
—
|
|
|
—
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Basis of Fair Value Measurement
|
||||||||||||
|
Fiscal 2016
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Diversified fixed income funds
(1)
|
296.1
|
|
|
296.1
|
|
|
—
|
|
|
—
|
|
||||
Other
|
12.0
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
309.5
|
|
|
$
|
309.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Basis of Fair Value Measurement
|
||||||||||||
|
Fiscal 2015
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
U.S. small mid cap
|
$
|
15.1
|
|
|
$
|
15.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. large cap
|
46.2
|
|
|
46.2
|
|
|
—
|
|
|
—
|
|
||||
International
|
22.9
|
|
|
22.7
|
|
|
0.2
|
|
|
—
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Diversified fixed income funds
(1)
|
197.2
|
|
|
196.9
|
|
|
0.3
|
|
|
—
|
|
||||
High yield bonds
|
11.3
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
||||
Emerging market funds
|
7.4
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
||||
Other
|
9.8
|
|
|
9.0
|
|
|
0.8
|
|
|
—
|
|
||||
Total
|
$
|
309.9
|
|
|
$
|
308.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
(1)
|
Diversified fixed income funds consist of U.S. Treasury bonds, mortgage-backed securities, corporate bonds, asset-backed securities and U.S. agency bonds.
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
Fiscal 2017
|
$
|
113.2
|
|
|
$
|
4.3
|
|
Fiscal 2018
|
22.2
|
|
|
4.0
|
|
||
Fiscal 2019
|
21.8
|
|
|
3.7
|
|
||
Fiscal 2020
|
20.5
|
|
|
3.5
|
|
||
Fiscal 2021
|
19.2
|
|
|
3.3
|
|
||
Fiscal 2021 - 2025
|
85.9
|
|
|
14.9
|
|
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
|
—
|
|
|
—
|
|
|
6,510,824
|
|
|
425.6
|
|
|
3,199,279
|
|
|
225.0
|
|
|||
Remaining amount available
|
|
|
$
|
350.0
|
|
|
|
|
$
|
74.4
|
|
|
|
|
$
|
—
|
|
15.
|
Share Plans
|
|
Share Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
(in years) |
|
Aggregate Intrinsic Value
|
|||||
Outstanding at September 26, 2014
|
3,526,789
|
|
|
$
|
36.84
|
|
|
|
|
|
||
Granted
|
635,567
|
|
|
102.20
|
|
|
|
|
|
|||
Exercised
|
(1,132,778
|
)
|
|
29.79
|
|
|
|
|
|
|||
Expired/Forfeited
|
(243,135
|
)
|
|
58.00
|
|
|
|
|
|
|||
Outstanding at September 25, 2015
|
2,786,443
|
|
|
52.76
|
|
|
|
|
|
|||
Granted
|
1,248,828
|
|
|
72.44
|
|
|
|
|
|
|||
Exercised
|
(413,830
|
)
|
|
32.76
|
|
|
|
|
|
|||
Expired/Forfeited
|
(199,585
|
)
|
|
72.65
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
3,421,856
|
|
|
61.17
|
|
|
7.3
|
|
$
|
49.6
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and unvested expected to vest as of September 30, 2016
|
2,997,502
|
|
|
61.60
|
|
|
7.5
|
|
$
|
42.6
|
|
|
Exercisable at September 30, 2016
|
1,388,805
|
|
|
45.55
|
|
|
5.3
|
|
38.2
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected share price volatility
|
31
|
%
|
|
29
|
%
|
|
32
|
%
|
|||
Risk-free interest rate
|
1.74
|
%
|
|
1.72
|
%
|
|
1.96
|
%
|
|||
Expected annual dividend per share
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected life of options (in years)
|
5.3
|
|
|
5.3
|
|
|
5.5
|
|
|||
Fair value per option
|
$
|
22.82
|
|
|
$
|
30.08
|
|
|
$
|
17.38
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at September 26, 2014
|
589,222
|
|
|
$
|
47.88
|
|
Granted
|
273,733
|
|
|
105.68
|
|
|
Vested
|
(219,189
|
)
|
|
49.84
|
|
|
Forfeited
|
(71,272
|
)
|
|
68.15
|
|
|
Non-vested at September 25, 2015
|
572,494
|
|
|
73.45
|
|
|
Granted
|
615,074
|
|
|
70.10
|
|
|
Vested
|
(193,849
|
)
|
|
69.27
|
|
|
Forfeited
|
(99,260
|
)
|
|
79.95
|
|
|
Non-vested at September 30, 2016
|
894,459
|
|
|
70.40
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Expected stock price volatility
|
41
|
%
|
|
27
|
%
|
|
28
|
%
|
Peer group stock price volatility
|
36
|
%
|
|
32
|
%
|
|
33
|
%
|
Correlation of returns
|
24
|
%
|
|
14
|
%
|
|
17
|
%
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at September 26, 2014
|
1,432,031
|
|
|
$
|
70.88
|
|
Vested
|
(1,362,823
|
)
|
|
70.88
|
|
|
Forfeited
|
(34,646
|
)
|
|
70.88
|
|
|
Non-vested at September 25, 2015
|
34,562
|
|
|
70.88
|
|
|
Vested
|
(9,760
|
)
|
|
70.88
|
|
|
Forfeited
|
(7,936
|
)
|
|
70.88
|
|
|
Non-vested at September 30, 2016
|
16,866
|
|
|
70.88
|
|
16.
|
Accumulated Other Comprehensive Income
|
|
Currency Translation
|
|
Unrecognized 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 (loss), net
|
(27.6
|
)
|
|
—
|
|
|
(17.1
|
)
|
|
(44.7
|
)
|
||||
Reclassification from other comprehensive income (loss)
|
—
|
|
|
0.5
|
|
|
1.4
|
|
|
1.9
|
|
||||
Balance at September 26, 2014
|
131.0
|
|
|
(6.8
|
)
|
|
(58.5
|
)
|
|
65.7
|
|
||||
Other comprehensive income (loss), net
|
(70.8
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
(71.9
|
)
|
||||
Reclassification from other comprehensive income (loss)
|
—
|
|
|
0.4
|
|
|
6.7
|
|
|
7.1
|
|
||||
Balance at September 25, 2015
|
60.2
|
|
|
(6.4
|
)
|
|
(52.9
|
)
|
|
0.9
|
|
||||
Other comprehensive income (loss), net
|
0.8
|
|
|
—
|
|
|
(39.5
|
)
|
|
(38.7
|
)
|
||||
Reclassification from other comprehensive income (loss)
|
(59.4
|
)
|
|
0.5
|
|
|
11.1
|
|
|
(47.8
|
)
|
||||
Balance at September 30, 2016
|
$
|
1.6
|
|
|
$
|
(5.9
|
)
|
|
$
|
(81.3
|
)
|
|
$
|
(85.6
|
)
|
|
Amount Reclassified from
Accumulated Other Comprehensive Income |
|
Amount Reclassified from
Accumulated Other Comprehensive Income |
|
|
||||
|
September 30, 2016
|
|
September 25, 2015
|
|
Line Item in the Condensed Consolidated
Statement of Income |
||||
Amortization of unrealized loss on derivatives
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
Interest expense
|
Income tax provision
|
(0.2
|
)
|
|
(0.2
|
)
|
|
Provision for income taxes
|
||
Net of income taxes
|
0.5
|
|
|
0.4
|
|
|
|
||
|
|
|
|
|
|
||||
Amortization of pension and post-retirement benefit plans:
|
|
|
|
|
|
||||
Net actuarial loss
|
11.4
|
|
|
9.4
|
|
|
(1)
|
||
Prior service credit
|
(2.7
|
)
|
|
(4.6
|
)
|
|
(1)
|
||
Disposal of discontinued operations
|
0.8
|
|
|
—
|
|
|
|
||
Plan settlements
|
8.1
|
|
|
6.0
|
|
|
(1)
|
||
Total before tax
|
17.6
|
|
|
10.8
|
|
|
|
||
Income tax provision
|
(6.5
|
)
|
|
(4.1
|
)
|
|
Provision for income taxes
|
||
Net of income taxes
|
11.1
|
|
|
6.7
|
|
|
|
||
|
|
|
|
|
|
||||
Currency translation
|
(59.4
|
)
|
|
—
|
|
|
|
||
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
(47.8
|
)
|
|
$
|
7.1
|
|
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note
13
for additional details.
|
17.
|
Guarantees
|
18.
|
Commitments and Contingencies
|
|
Operating Leases
|
|
Capital
Leases
|
||||
Fiscal 2017
|
$
|
26.5
|
|
|
$
|
1.0
|
|
Fiscal 2018
|
20.1
|
|
|
0.2
|
|
||
Fiscal 2019
|
19.0
|
|
|
—
|
|
||
Fiscal 2020
|
13.7
|
|
|
—
|
|
||
Fiscal 2021
|
11.5
|
|
|
—
|
|
||
Thereafter
|
44.9
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
135.7
|
|
|
1.2
|
|
|
Less: interest portion of payments
|
|
|
—
|
|
|||
Present value of minimum lease payments
|
|
|
$
|
1.2
|
|
19.
|
Financial Instruments and Fair Value Measurements
|
|
September 30,
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
|
$
|
34.6
|
|
|
$
|
23.1
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
Foreign exchange forward and option contracts
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.8
|
|
|
$
|
23.3
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
26.8
|
|
|
$
|
—
|
|
|
$
|
26.8
|
|
|
$
|
—
|
|
Contingent consideration and acquired contingent liabilities
|
247.8
|
|
|
—
|
|
|
—
|
|
|
247.8
|
|
||||
Foreign exchange forward and option contracts
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
276.2
|
|
|
$
|
1.6
|
|
|
$
|
26.8
|
|
|
$
|
247.8
|
|
|
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
|
106.9
|
|
|
Acquisition date fair value of acquired contingent consideration
|
10.6
|
|
|
Payments
|
(55.0
|
)
|
|
Accretion expense
|
6.3
|
|
|
Fair value adjustment
|
4.4
|
|
|
Balance at September 30, 2016
|
$
|
247.8
|
|
|
September 30, 2016
|
|
September 25, 2015
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Variable rate receivable securitization
|
$
|
235.0
|
|
|
$
|
235.0
|
|
|
$
|
153.0
|
|
|
$
|
153.0
|
|
3.50% notes due April 2018
|
300.0
|
|
|
299.6
|
|
|
300.0
|
|
|
294.3
|
|
||||
4.875% notes due April 2020
|
700.0
|
|
|
712.4
|
|
|
700.0
|
|
|
684.1
|
|
||||
Term loans due March 2021
|
1,953.5
|
|
|
1,951.8
|
|
|
1,978.5
|
|
|
1,966.5
|
|
||||
4.00% term loan due February 2022
|
7.1
|
|
|
7.1
|
|
|
7.9
|
|
|
7.9
|
|
||||
9.50% debentures due May 2022
|
10.4
|
|
|
12.1
|
|
|
10.4
|
|
|
13.0
|
|
||||
5.75% notes due August 2022
|
884.0
|
|
|
869.3
|
|
|
900.0
|
|
|
876.1
|
|
||||
8.00% debentures due March 2023
|
4.4
|
|
|
4.9
|
|
|
4.4
|
|
|
5.3
|
|
||||
4.75% notes due April 2023
|
600.0
|
|
|
539.5
|
|
|
600.0
|
|
|
539.6
|
|
||||
5.625% notes due October 2023
|
740.0
|
|
|
710.2
|
|
|
750.0
|
|
|
705.2
|
|
||||
5.50% notes due April 2025
|
700.0
|
|
|
663.6
|
|
|
700.0
|
|
|
646.0
|
|
||||
Revolving credit facility
|
—
|
|
|
—
|
|
|
500.0
|
|
|
500.0
|
|
|
Fiscal Year
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
CuraScript, Inc.
|
38
|
%
|
|
35
|
%
|
|
7
|
%
|
McKesson Corporation
|
12
|
%
|
|
20
|
%
|
|
25
|
%
|
AmerisourceBergen Corporation
|
8
|
%
|
|
10
|
%
|
|
15
|
%
|
Cardinal Health, Inc.
|
7
|
%
|
|
11
|
%
|
|
18
|
%
|
|
September 30,
2016 |
|
September 25,
2015 |
||
McKesson Corporation
|
30
|
%
|
|
26
|
%
|
AmerisourceBergen Corporation
|
15
|
%
|
|
13
|
%
|
CuraScript, Inc.
|
14
|
%
|
|
18
|
%
|
Cardinal Health, Inc.
|
10
|
%
|
|
13
|
%
|
|
Fiscal Year
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Acthar
|
34
|
%
|
|
35
|
%
|
|
7
|
%
|
Inomax
|
14
|
%
|
|
6
|
%
|
|
—
|
%
|
Acetaminophen products (API)
|
5
|
%
|
|
7
|
%
|
|
12
|
%
|
Methylphenidate ER
|
3
|
%
|
|
5
|
%
|
|
13
|
%
|
20.
|
Segment and Geographical Data
|
•
|
Specialty Brands
produces and markets branded pharmaceutical products and therapies; and
|
•
|
Specialty Generics
produces and markets specialty generic pharmaceuticals and API consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients.
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Specialty Brands
|
$
|
2,300.6
|
|
|
$
|
1,622.8
|
|
|
$
|
413.5
|
|
Specialty Generics
|
1,025.2
|
|
|
1,251.6
|
|
|
1,199.4
|
|
|||
Net sales of operating segments
(1)
|
3,325.8
|
|
|
2,874.4
|
|
|
1,612.9
|
|
|||
Other
(2)
|
55.0
|
|
|
48.7
|
|
|
37.4
|
|
|||
Net sales
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
Operating income:
|
|
|
|
|
|
||||||
Specialty Brands
|
$
|
1,166.2
|
|
|
$
|
637.6
|
|
|
$
|
(68.6
|
)
|
Specialty Generics
|
376.1
|
|
|
594.4
|
|
|
599.4
|
|
|||
Segment operating income
|
1,542.3
|
|
|
1,232.0
|
|
|
530.8
|
|
|||
Unallocated amounts:
|
|
|
|
|
|
||||||
Corporate and allocated expenses
(3)
|
(169.8
|
)
|
|
(282.6
|
)
|
|
(227.7
|
)
|
|||
Intangible asset amortization
|
(700.1
|
)
|
|
(550.3
|
)
|
|
(154.8
|
)
|
|||
Restructuring and related charges, net
(4)
|
(38.2
|
)
|
|
(45.3
|
)
|
|
(68.2
|
)
|
|||
Non-restructuring impairments
|
(16.9
|
)
|
|
—
|
|
|
(27.1
|
)
|
|||
Separation costs
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|||
Operating income
|
$
|
617.3
|
|
|
$
|
353.8
|
|
|
$
|
43.4
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
(5)
:
|
|
|
|
|
|
||||||
Specialty Brands
|
$
|
716.6
|
|
|
$
|
559.5
|
|
|
$
|
153.3
|
|
Specialty Generics
|
96.8
|
|
|
81.6
|
|
|
78.2
|
|
|||
|
$
|
813.4
|
|
|
$
|
641.1
|
|
|
$
|
231.5
|
|
(1)
|
Amounts represent sales to external customers. There were
no
intersegment sales.
|
(2)
|
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.
|
(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.
|
(5)
|
Depreciation for certain shared facilities is allocated based on occupancy percentage.
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Acthar
|
$
|
1,160.4
|
|
|
$
|
1,037.3
|
|
|
$
|
122.9
|
|
Inomax
|
474.3
|
|
|
185.2
|
|
|
—
|
|
|||
Ofirmev
|
284.3
|
|
|
263.0
|
|
|
124.4
|
|
|||
Therakos immunotherapy
|
207.6
|
|
|
—
|
|
|
—
|
|
|||
Hemostasis products
|
42.5
|
|
|
—
|
|
|
—
|
|
|||
Other
|
131.5
|
|
|
137.3
|
|
|
166.2
|
|
|||
Specialty Brands
|
2,300.6
|
|
|
1,622.8
|
|
|
413.5
|
|
|||
|
|
|
|
|
|
||||||
Hydrocodone (API) and hydrocodone-containing tablets
|
146.5
|
|
|
167.2
|
|
|
99.4
|
|
|||
Oxycodone (API) and oxycodone-containing tablets
|
126.2
|
|
|
154.6
|
|
|
155.2
|
|
|||
Methylphenidate ER
|
103.5
|
|
|
136.5
|
|
|
209.6
|
|
|||
Other controlled substances
|
468.1
|
|
|
572.2
|
|
|
584.5
|
|
|||
Other
|
180.9
|
|
|
221.1
|
|
|
150.7
|
|
|||
Specialty Generics
|
1,025.2
|
|
|
1,251.6
|
|
|
1,199.4
|
|
|||
|
|
|
|
|
|
||||||
Other
(1)
|
55.0
|
|
|
48.7
|
|
|
37.4
|
|
|||
Net sales
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
(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.
|
|
Fiscal Year
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
(1)
:
|
|
|
|
|
|
||||||
U.S.
|
$
|
3,095.4
|
|
|
$
|
2,647.0
|
|
|
$
|
1,485.0
|
|
Europe, Middle East and Africa
|
211.8
|
|
|
159.0
|
|
|
140.8
|
|
|||
Other
|
73.6
|
|
|
117.1
|
|
|
24.5
|
|
|||
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
Long-lived assets
(2)
:
|
|
|
|
|
|
||||||
U.S.
|
$
|
742.4
|
|
|
$
|
747.8
|
|
|
|
||
Europe, Middle East and Africa
(3)
|
61.2
|
|
|
13.4
|
|
|
|
||||
Other
|
52.5
|
|
|
44.5
|
|
|
|
||||
|
$
|
856.1
|
|
|
$
|
805.7
|
|
|
|
(1)
|
Net sales are attributed to regions based on the location of the entity that records the transaction, none of which relate to the country of Ireland.
|
(2)
|
Long-lived assets are primarily composed of property, plant and equipment.
|
(3)
|
Includes long-lived assets located in Ireland of
$59.3 million
, and
$10.7 million
at the end of fiscal 2016 and 2015, respectively.
|
21.
|
Selected Quarterly Financial Data (Unaudited)
|
|
Fiscal 2016 (by quarter)
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Net sales
|
$
|
811.2
|
|
|
$
|
815.8
|
|
|
$
|
866.6
|
|
|
$
|
887.2
|
|
Gross profit
|
450.9
|
|
|
425.1
|
|
|
488.8
|
|
|
490.2
|
|
||||
Income from continuing operations
|
103.8
|
|
|
98.5
|
|
|
176.7
|
|
|
110.0
|
|
||||
Income from discontinued operations
|
107.3
|
|
|
19.8
|
|
|
22.6
|
|
|
5.0
|
|
||||
Net income
|
211.1
|
|
|
118.3
|
|
|
199.3
|
|
|
115.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
(1)
|
$
|
0.90
|
|
|
$
|
0.89
|
|
|
$
|
1.63
|
|
|
$
|
1.02
|
|
Diluted earnings per share from continuing operations
(1)
|
0.89
|
|
|
0.88
|
|
|
1.62
|
|
|
1.01
|
|
||||
|
|||||||||||||||
|
Fiscal 2015 (by quarter)
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Net sales
|
$
|
666.3
|
|
|
$
|
709.5
|
|
|
$
|
768.5
|
|
|
$
|
778.8
|
|
Gross profit
|
355.7
|
|
|
399.7
|
|
|
441.7
|
|
|
425.8
|
|
||||
Income from continuing operations
|
73.6
|
|
|
55.3
|
|
|
34.6
|
|
|
73.1
|
|
||||
Income from discontinued operations
|
19.1
|
|
|
43.5
|
|
|
23.4
|
|
|
2.1
|
|
||||
Net income
|
92.7
|
|
|
98.8
|
|
|
58.0
|
|
|
75.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
(1)
|
$
|
0.63
|
|
|
$
|
0.47
|
|
|
$
|
0.30
|
|
|
$
|
0.62
|
|
Diluted earnings per share from continuing operations
(1)
|
0.63
|
|
|
0.47
|
|
|
0.29
|
|
|
0.62
|
|
(1)
|
Quarterly and annual computations are prepared independently. Therefore, the sum of each quarter may not necessarily total the fiscal period amounts noted elsewhere within this Annual Report on Form 10-K.
|
22.
|
Condensed Consolidating Financial Statements
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
0.3
|
|
|
$
|
25.0
|
|
|
$
|
255.2
|
|
|
$
|
—
|
|
|
$
|
280.5
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
465.8
|
|
|
—
|
|
|
465.8
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
335.6
|
|
|
—
|
|
|
335.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.4
|
|
|
0.1
|
|
|
114.4
|
|
|
—
|
|
|
115.9
|
|
|||||
Current assets held for sale
|
—
|
|
|
—
|
|
|
308.8
|
|
|
—
|
|
|
308.8
|
|
|||||
Intercompany receivable
|
88.9
|
|
|
473.8
|
|
|
1,081.4
|
|
|
(1,644.1
|
)
|
|
—
|
|
|||||
Total current assets
|
90.6
|
|
|
498.9
|
|
|
2,561.2
|
|
|
(1,644.1
|
)
|
|
1,506.6
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
844.0
|
|
|
—
|
|
|
844.0
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
3,705.3
|
|
|
—
|
|
|
3,705.3
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
9,182.3
|
|
|
—
|
|
|
9,182.3
|
|
|||||
Long-term assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in subsidiaries
|
5,657.8
|
|
|
20,168.4
|
|
|
11,020.0
|
|
|
(36,846.2
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
143.5
|
|
|
—
|
|
|
3,159.4
|
|
|
(3,302.9
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
—
|
|
|
260.5
|
|
|
—
|
|
|
260.5
|
|
|||||
Total Assets
|
$
|
5,891.9
|
|
|
$
|
20,667.3
|
|
|
$
|
30,732.7
|
|
|
$
|
(41,793.2
|
)
|
|
$
|
15,498.7
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
19.8
|
|
|
$
|
236.5
|
|
|
$
|
—
|
|
|
$
|
256.3
|
|
Accounts payable
|
0.2
|
|
|
—
|
|
|
109.9
|
|
|
—
|
|
|
110.1
|
|
|||||
Accrued payroll and payroll-related costs
|
—
|
|
|
—
|
|
|
116.0
|
|
|
—
|
|
|
116.0
|
|
|||||
Accrued interest
|
—
|
|
|
79.3
|
|
|
1.3
|
|
|
—
|
|
|
80.6
|
|
|||||
Accrued and other current liabilities
|
2.2
|
|
|
7.5
|
|
|
541.2
|
|
|
—
|
|
|
550.9
|
|
|||||
Current liabilities held for sale
|
—
|
|
|
—
|
|
|
120.8
|
|
|
—
|
|
|
120.8
|
|
|||||
Intercompany payable
|
618.8
|
|
|
462.6
|
|
|
562.7
|
|
|
(1,644.1
|
)
|
|
—
|
|
|||||
Total current liabilities
|
621.2
|
|
|
569.2
|
|
|
1,688.4
|
|
|
(1,644.1
|
)
|
|
1,234.7
|
|
|||||
Long-term debt
|
—
|
|
|
5,767.8
|
|
|
20.9
|
|
|
—
|
|
|
5,788.7
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
144.9
|
|
|
—
|
|
|
144.9
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
73.4
|
|
|
—
|
|
|
73.4
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,581.4
|
|
|
—
|
|
|
2,581.4
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
67.7
|
|
|
—
|
|
|
67.7
|
|
|||||
Long-term liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany loans payable
|
—
|
|
|
3,302.9
|
|
|
—
|
|
|
(3,302.9
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
7.4
|
|
|
329.8
|
|
|
—
|
|
|
337.2
|
|
|||||
Total liabilities
|
621.2
|
|
|
9,647.3
|
|
|
4,906.5
|
|
|
(4,947.0
|
)
|
|
10,228.0
|
|
|||||
Shareholders' equity
|
5,270.7
|
|
|
11,020.0
|
|
|
25,826.2
|
|
|
(36,846.2
|
)
|
|
5,270.7
|
|
|||||
Total Liabilities and Shareholders' Equity
|
$
|
5,891.9
|
|
|
$
|
20,667.3
|
|
|
$
|
30,732.7
|
|
|
$
|
(41,793.2
|
)
|
|
$
|
15,498.7
|
|
|
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
|
—
|
|
|
—
|
|
|
489.6
|
|
|
—
|
|
|
489.6
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
262.1
|
|
|
—
|
|
|
262.1
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
139.2
|
|
|
—
|
|
|
139.2
|
|
|||||
Prepaid expenses and other current assets
|
1.3
|
|
|
0.2
|
|
|
192.9
|
|
|
—
|
|
|
194.4
|
|
|||||
Current assets held for sale
|
—
|
|
|
—
|
|
|
394.9
|
|
|
—
|
|
|
394.9
|
|
|||||
Intercompany receivable
|
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
|
—
|
|
|
—
|
|
|
793.0
|
|
|
—
|
|
|
793.0
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
3,649.4
|
|
|
—
|
|
|
3,649.4
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
9,666.3
|
|
|
—
|
|
|
9,666.3
|
|
|||||
Long-term assets held for sale
|
—
|
|
|
—
|
|
|
223.6
|
|
|
—
|
|
|
223.6
|
|
|||||
Investment in subsidiaries
|
14,797.7
|
|
|
18,838.6
|
|
|
10,050.0
|
|
|
(43,686.3
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
174.4
|
|
|
—
|
|
|
2,498.2
|
|
|
(2,672.6
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
0.1
|
|
|
225.6
|
|
|
—
|
|
|
225.7
|
|
|||||
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
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
22.0
|
|
Accounts payable
|
—
|
|
|
0.2
|
|
|
116.6
|
|
|
—
|
|
|
116.8
|
|
|||||
Accrued payroll and payroll-related costs
|
0.1
|
|
|
—
|
|
|
94.9
|
|
|
—
|
|
|
95.0
|
|
|||||
Accrued interest
|
—
|
|
|
77.1
|
|
|
3.1
|
|
|
—
|
|
|
80.2
|
|
|||||
Accrued and other current liabilities
|
1.8
|
|
|
0.3
|
|
|
484.0
|
|
|
—
|
|
|
486.1
|
|
|||||
Current liabilities held for sale
|
—
|
|
|
—
|
|
|
129.3
|
|
|
—
|
|
|
129.3
|
|
|||||
Intercompany payable
|
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
|
—
|
|
|
—
|
|
|
114.2
|
|
|
—
|
|
|
114.2
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
73.3
|
|
|
—
|
|
|
73.3
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
3,117.5
|
|
|
—
|
|
|
3,117.5
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
121.3
|
|
|
—
|
|
|
121.3
|
|
|||||
Long-term liabilities held for sale
|
—
|
|
|
—
|
|
|
53.9
|
|
|
—
|
|
|
53.9
|
|
|||||
Intercompany loans payable
|
—
|
|
|
2,672.6
|
|
|
—
|
|
|
(2,672.6
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
—
|
|
|
209.0
|
|
|
—
|
|
|
209.0
|
|
|||||
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,380.8
|
|
|
$
|
—
|
|
|
$
|
3,380.8
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
1,525.8
|
|
|
—
|
|
|
1,525.8
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
1,855.0
|
|
|
—
|
|
|
1,855.0
|
|
|||||
Selling, general and administrative expenses
|
51.3
|
|
|
0.8
|
|
|
873.2
|
|
|
—
|
|
|
925.3
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
262.2
|
|
|
—
|
|
|
262.2
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
33.3
|
|
|
—
|
|
|
33.3
|
|
|||||
Non-restructuring impairment charges
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
|||||
Separation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
(51.3
|
)
|
|
(0.8
|
)
|
|
669.4
|
|
|
—
|
|
|
617.3
|
|
|||||
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Interest expense
|
(230.3
|
)
|
|
(327.0
|
)
|
|
(82.4
|
)
|
|
255.1
|
|
|
(384.6
|
)
|
|||||
Interest income
|
—
|
|
|
0.5
|
|
|
255.9
|
|
|
(255.1
|
)
|
|
1.3
|
|
|||||
Other income (expense), net
|
90.0
|
|
|
1.7
|
|
|
(92.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Intercompany interest and fees
|
(16.1
|
)
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
820.8
|
|
|
1,327.2
|
|
|
1,057.9
|
|
|
(3,205.9
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
613.1
|
|
|
1,001.6
|
|
|
1,824.6
|
|
|
(3,205.9
|
)
|
|
233.4
|
|
|||||
Benefit from income taxes
|
(30.6
|
)
|
|
(18.1
|
)
|
|
(206.9
|
)
|
|
—
|
|
|
(255.6
|
)
|
|||||
Income from continuing operations
|
643.7
|
|
|
1,019.7
|
|
|
2,031.5
|
|
|
(3,205.9
|
)
|
|
489.0
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
38.2
|
|
|
116.5
|
|
|
—
|
|
|
154.7
|
|
|||||
Net income
|
643.7
|
|
|
1,057.9
|
|
|
2,148.0
|
|
|
(3,205.9
|
)
|
|
643.7
|
|
|||||
Other comprehensive loss, net of tax
|
(86.5
|
)
|
|
(86.5
|
)
|
|
(173.5
|
)
|
|
260.0
|
|
|
(86.5
|
)
|
|||||
Comprehensive income
|
$
|
557.2
|
|
|
$
|
971.4
|
|
|
$
|
1,974.5
|
|
|
$
|
(2,945.9
|
)
|
|
$
|
557.2
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,923.1
|
|
|
$
|
—
|
|
|
$
|
2,923.1
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
1,300.2
|
|
|
—
|
|
|
1,300.2
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
1,622.9
|
|
|
—
|
|
|
1,622.9
|
|
|||||
Selling, general and administrative expenses
|
116.3
|
|
|
15.7
|
|
|
891.8
|
|
|
—
|
|
|
1,023.8
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
203.3
|
|
|
—
|
|
|
203.3
|
|
|||||
Restructuring charges, net
|
9.8
|
|
|
—
|
|
|
35.2
|
|
|
—
|
|
|
45.0
|
|
|||||
Non-restructuring impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Separation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Operating income (loss)
|
(126.1
|
)
|
|
(15.7
|
)
|
|
495.6
|
|
|
—
|
|
|
353.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(96.4
|
)
|
|
(230.2
|
)
|
|
(25.2
|
)
|
|
96.2
|
|
|
(255.6
|
)
|
|||||
Interest income
|
—
|
|
|
0.1
|
|
|
97.1
|
|
|
(96.2
|
)
|
|
1.0
|
|
|||||
Other income (expense), net
|
216.3
|
|
|
—
|
|
|
(208.2
|
)
|
|
—
|
|
|
8.1
|
|
|||||
Intercompany interest and fees
|
(14.7
|
)
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
330.6
|
|
|
496.3
|
|
|
250.5
|
|
|
(1,077.4
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
309.7
|
|
|
250.5
|
|
|
624.5
|
|
|
(1,077.4
|
)
|
|
107.3
|
|
|||||
Benefit from income taxes
|
(15.9
|
)
|
|
—
|
|
|
(113.4
|
)
|
|
—
|
|
|
(129.3
|
)
|
|||||
Income from continuing operations
|
325.6
|
|
|
250.5
|
|
|
737.9
|
|
|
(1,077.4
|
)
|
|
236.6
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
(0.9
|
)
|
|
—
|
|
|
89.0
|
|
|
—
|
|
|
88.1
|
|
|||||
Net income
|
324.7
|
|
|
250.5
|
|
|
826.9
|
|
|
(1,077.4
|
)
|
|
324.7
|
|
|||||
Other comprehensive loss, net of tax
|
(64.8
|
)
|
|
(64.8
|
)
|
|
(69.9
|
)
|
|
134.7
|
|
|
(64.8
|
)
|
|||||
Comprehensive income
|
$
|
259.9
|
|
|
$
|
185.7
|
|
|
$
|
757.0
|
|
|
$
|
(942.7
|
)
|
|
$
|
259.9
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,650.3
|
|
|
$
|
—
|
|
|
$
|
1,650.3
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
765.7
|
|
|
—
|
|
|
765.7
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
884.6
|
|
|
—
|
|
|
884.6
|
|
|||||
Selling, general and administrative expenses
|
37.7
|
|
|
7.3
|
|
|
566.0
|
|
|
—
|
|
|
611.0
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
140.5
|
|
|
—
|
|
|
140.5
|
|
|||||
Restructuring charges, net
|
35.3
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
68.0
|
|
|||||
Non-restructuring impairments
|
—
|
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
27.1
|
|
|||||
Separation costs
|
2.5
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
9.6
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
(15.0
|
)
|
|||||
Operating income (loss)
|
(75.5
|
)
|
|
(7.3
|
)
|
|
126.2
|
|
|
—
|
|
|
43.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
—
|
|
|
(86.3
|
)
|
|
—
|
|
|
3.7
|
|
|
(82.6
|
)
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
5.2
|
|
|
(3.7
|
)
|
|
1.5
|
|
|||||
Other income (expense), net
|
30.9
|
|
|
—
|
|
|
(27.8
|
)
|
|
—
|
|
|
3.1
|
|
|||||
Intercompany interest and fees
|
(9.0
|
)
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
(264.8
|
)
|
|
(171.2
|
)
|
|
(300.2
|
)
|
|
736.2
|
|
|
—
|
|
|||||
Loss from continuing operations before income taxes
|
(318.4
|
)
|
|
(264.8
|
)
|
|
(187.6
|
)
|
|
736.2
|
|
|
(34.6
|
)
|
|||||
benefit from income taxes
|
—
|
|
|
—
|
|
|
(12.6
|
)
|
|
—
|
|
|
(12.6
|
)
|
|||||
Loss from continuing operations
|
(318.4
|
)
|
|
(264.8
|
)
|
|
(175.0
|
)
|
|
736.2
|
|
|
(22.0
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
(0.9
|
)
|
|
—
|
|
|
(296.4
|
)
|
|
—
|
|
|
(297.3
|
)
|
|||||
Net loss
|
(319.3
|
)
|
|
(264.8
|
)
|
|
(471.4
|
)
|
|
736.2
|
|
|
(319.3
|
)
|
|||||
Other comprehensive loss, net of tax
|
(42.8
|
)
|
|
(42.8
|
)
|
|
(84.1
|
)
|
|
126.9
|
|
|
(42.8
|
)
|
|||||
Comprehensive loss
|
$
|
(362.1
|
)
|
|
$
|
(307.6
|
)
|
|
$
|
(555.5
|
)
|
|
$
|
863.1
|
|
|
$
|
(362.1
|
)
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
17.9
|
|
|
$
|
(47.4
|
)
|
|
$
|
1,214.1
|
|
|
$
|
—
|
|
|
$
|
1,184.6
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(182.9
|
)
|
|
—
|
|
|
(182.9
|
)
|
|||||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
—
|
|
|
(245.4
|
)
|
|
—
|
|
|
(245.4
|
)
|
|||||
Proceeds from disposal of discontinued operations, net of cash
|
—
|
|
|
234.0
|
|
|
33.0
|
|
|
—
|
|
|
267.0
|
|
|||||
Intercompany loan investment
|
—
|
|
|
(175.2
|
)
|
|
(1,714.5
|
)
|
|
1,889.7
|
|
|
—
|
|
|||||
Investment in subsidiary
|
—
|
|
|
(861.2
|
)
|
|
—
|
|
|
861.2
|
|
|
—
|
|
|||||
Proceeds from sale of subsidiary
|
3.4
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|||||
Acquisition of subsidiary
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
3.4
|
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
47.3
|
|
|
—
|
|
|
47.3
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||||
Net cash used in investing activities
|
3.4
|
|
|
(802.4
|
)
|
|
(2,059.9
|
)
|
|
2,750.9
|
|
|
(108.0
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of external debt
|
—
|
|
|
—
|
|
|
98.3
|
|
|
—
|
|
|
98.3
|
|
|||||
Repayment of external debt and capital leases
|
—
|
|
|
(549.2
|
)
|
|
(19.4
|
)
|
|
—
|
|
|
(568.6
|
)
|
|||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Debt financing costs
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Proceeds from exercise of share options
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
|||||
Intercompany loan borrowings
|
617.8
|
|
|
1,271.9
|
|
|
—
|
|
|
(1,889.7
|
)
|
|
—
|
|
|||||
Capital contribution
|
—
|
|
|
—
|
|
|
861.2
|
|
|
(861.2
|
)
|
|
—
|
|
|||||
Repurchase of shares
|
(652.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(652.9
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(53.0
|
)
|
|
—
|
|
|
(53.0
|
)
|
|||||
Net cash provided by financing activities
|
(21.1
|
)
|
|
722.7
|
|
|
887.0
|
|
|
(2,750.9
|
)
|
|
(1,162.3
|
)
|
|||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
0.2
|
|
|
(127.1
|
)
|
|
41.5
|
|
|
—
|
|
|
(85.4
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
0.1
|
|
|
152.1
|
|
|
213.7
|
|
|
—
|
|
|
365.9
|
|
|||||
Cash and cash equivalents at end of period
|
0.3
|
|
|
25.0
|
|
|
255.2
|
|
|
—
|
|
|
280.5
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
207.0
|
|
|
$
|
(148.2
|
)
|
|
$
|
837.6
|
|
|
$
|
—
|
|
|
$
|
896.4
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(148.0
|
)
|
|
—
|
|
|
(148.0
|
)
|
|||||||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
—
|
|
|
(2,154.7
|
)
|
|
—
|
|
|
(2,154.7
|
)
|
|||||||
Intercompany loan investment
|
(149.4
|
)
|
|
—
|
|
|
(554.2
|
)
|
|
703.6
|
|
|
—
|
|
|||||||
Investment in subsidiary
|
—
|
|
|
(3,014.4
|
)
|
|
—
|
|
|
3,014.4
|
|
|
—
|
|
|||||||
Restricted Cash
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|||||||
Net cash used in investing activities
|
(149.4
|
)
|
|
(3,014.4
|
)
|
|
(2,850.8
|
)
|
—
|
|
3,718.0
|
|
|
(2,296.6
|
)
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of external debt
|
—
|
|
|
2,890.0
|
|
|
120.0
|
|
|
—
|
|
|
3,010.0
|
|
|||||||
Repayment of external debt and capital leases
|
—
|
|
|
(258.3
|
)
|
|
(1,590.1
|
)
|
|
—
|
|
|
(1,848.4
|
)
|
|||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
34.1
|
|
|
—
|
|
|
34.1
|
|
|||||||
Debt financing costs
|
—
|
|
|
(39.1
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(39.9
|
)
|
|||||||
Proceeds from exercise of share options
|
34.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
|||||||
Intercompany loan borrowings
|
—
|
|
|
703.6
|
|
|
—
|
|
|
(703.6
|
)
|
|
—
|
|
|||||||
Capital contribution
|
—
|
|
|
—
|
|
|
3,014.4
|
|
|
(3,014.4
|
)
|
|
—
|
|
|||||||
Repurchase of shares
|
(92.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.2
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
(28.1
|
)
|
|
—
|
|
|
(28.1
|
)
|
|||||||
Net cash provided by financing activities
|
(57.8
|
)
|
|
3,296.2
|
|
—
|
|
1,549.5
|
|
|
(3,718.0
|
)
|
|
1,069.9
|
|
||||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
(11.6
|
)
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
(0.2
|
)
|
|
133.6
|
|
|
(475.3
|
)
|
|
—
|
|
|
(341.9
|
)
|
|||||||
Cash and cash equivalents at beginning of period
|
0.3
|
|
|
18.5
|
|
|
689.0
|
|
|
—
|
|
|
707.8
|
|
|||||||
Cash and cash equivalents at end of period
|
$
|
0.1
|
|
|
$
|
152.1
|
|
|
$
|
213.7
|
|
|
$
|
—
|
|
|
$
|
365.9
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
18.2
|
|
|
$
|
(65.0
|
)
|
|
$
|
420.2
|
|
|
$
|
—
|
|
|
$
|
373.4
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(127.8
|
)
|
|
—
|
|
|
(127.8
|
)
|
|||||||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
—
|
|
|
(2,793.8
|
)
|
|
—
|
|
|
(2,793.8
|
)
|
|||||||
Intercompany loan investment
|
(25.0
|
)
|
|
(298.1
|
)
|
|
(915.8
|
)
|
|
1,238.9
|
|
|
—
|
|
|||||||
Subsidiary dividend proceeds
|
—
|
|
|
300.5
|
|
|
—
|
|
|
(300.5
|
)
|
|
—
|
|
|||||||
Investment in subsidiary
|
—
|
|
|
(3,735.5
|
)
|
|
—
|
|
|
3,735.5
|
|
|
—
|
|
|||||||
Restricted cash
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
26.7
|
|
|
—
|
|
|
26.7
|
|
|||||||
Net cash used in investing activities
|
(25.0
|
)
|
|
(3,733.1
|
)
|
|
(3,806.6
|
)
|
—
|
|
4,673.9
|
|
|
(2,890.8
|
)
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of external debt
|
—
|
|
|
2,893.3
|
|
|
149.9
|
|
|
—
|
|
|
3,043.2
|
|
|||||||
Repayment of external debt and capital leases
|
—
|
|
|
(3.3
|
)
|
|
(31.5
|
)
|
|
—
|
|
|
(34.8
|
)
|
|||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|||||||
Debt financing costs
|
—
|
|
|
(70.7
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(71.7
|
)
|
|||||||
Proceeds from exercise of share options
|
25.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
|||||||
Subsidiary dividend payment
|
—
|
|
|
—
|
|
|
(300.5
|
)
|
|
300.5
|
|
|
—
|
|
|||||||
Intercompany loan borrowings
|
(2.4
|
)
|
|
940.8
|
|
|
300.5
|
|
|
(1,238.9
|
)
|
|
—
|
|
|||||||
Capital contribution
|
—
|
|
|
—
|
|
|
3,735.5
|
|
|
(3,735.5
|
)
|
|
—
|
|
|||||||
Repurchase of shares
|
(17.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.5
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net cash provided by financing activities
|
5.9
|
|
|
3,760.1
|
|
—
|
|
3,861.8
|
|
|
(4,673.9
|
)
|
|
2,953.9
|
|
||||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
|||||||
Net increase in cash and cash equivalents
|
(0.9
|
)
|
|
(38.0
|
)
|
|
471.2
|
|
|
—
|
|
|
432.3
|
|
|||||||
Cash and cash equivalents at beginning of period
|
1.2
|
|
|
56.5
|
|
|
217.8
|
|
|
—
|
|
|
275.5
|
|
|||||||
Cash and cash equivalents at end of period
|
$
|
0.3
|
|
|
$
|
18.5
|
|
|
$
|
689.0
|
|
|
$
|
—
|
|
|
$
|
707.8
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
(1)(2)
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
(3)
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in column (a))
(c)
(4)
|
Equity compensation plans approved by security holders
|
3,556,200
|
$71.64
|
16,613,244
|
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
TOTAL
|
3,556,200
|
$71.64
|
16,613,244
|
(1)
|
As of
September 30, 2016
, there were 2,422,357 ordinary shares to be issued upon exercise of outstanding options with a weighted-average exercise price of $71.64, and 1,133,843 ordinary shares to be issued upon settlement of restricted units and performance units granted pursuant to our Stock and Incentive Plan.
|
(2)
|
This table does not include information regarding:
|
*
|
Options and restricted units converted from Covidien awards in connection with our separation from Covidien in June 2013. We did not assume any equity compensation plans from Covidien, and no grants of Mallinckrodt equity may be made pursuant to any Covidien plans. As of
September 30, 2016
, there were 856,871 ordinary shares to be issued upon exercise of these converted options with a weighted-average exercise price of $37.16 and 26,432 ordinary shares to be issued upon settlement of converted restricted units.
|
*
|
Options, RSAs and RSUs converted from Questcor awards in connection with our acquisition of Questcor in August 2014. We did not assume any equity compensation plans from Questcor, and no grants of Mallinckrodt equity may be made pursuant to any Questcor plans. As of
September 30, 2016
, there were 142,705 ordinary shares to be issued upon exercise of these converted options with a weighted-average exercise price of $28.25 and 17,792 ordinary shares to be issued upon settlement of converted RSA and RSU awards.
|
(3)
|
Does not take into account restricted units and performance units, which do not have an exercise price.
|
(4)
|
As of
September 30, 2016
, there were 11,636,864 ordinary shares available for issuance pursuant to our Stock and Incentive Plan and 4,976,380 ordinary shares subject to purchase pursuant to the Mallinckrodt Employee Stock Purchase Plan. Ordinary shares subject to the Mallinckrodt Employee Stock Purchase Plan may be unissued shares or reacquired shares.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
1)
|
Financial Statements
. The following are included within Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statement of Income for the fiscal year ended
September 30, 2016
,
September 25, 2015
and
September 26, 2014
|
•
|
Consolidated Statement of Comprehensive Income for the fiscal year ended
September 30, 2016
,
September 25, 2015
and
September 26, 2014
|
•
|
Consolidated Balance Sheets as of
September 30, 2016
and
September 25, 2015
|
•
|
Consolidated Statement of Cash Flows for the fiscal year ended
September 30, 2016
,
September 25, 2015
and
September 26, 2014
|
•
|
Consolidated Statement of Changes in Shareholders' Equity for the period from
September 27, 2013
to
September 30, 2016
|
•
|
Notes to Consolidated Financial Statements
|
2)
|
Financial Statement Schedules.
The financial statement schedule is included below. All other schedules have been omitted because they are not applicable, not required or the information is included in the financial statements or notes thereto.
|
Schedule II - Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Income
|
|
Additions and Other
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended September 30, 2016
|
|
$
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
4.0
|
|
Fiscal year ended September 25, 2015
|
|
2.2
|
|
|
1.2
|
|
|
—
|
|
|
0.2
|
|
|
3.6
|
|
|||||
Fiscal year ended September 26, 2014
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
2.2
|
|
|||||
Sales reserve accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended September 30, 2016
|
|
$
|
396.4
|
|
|
$
|
2,030.8
|
|
|
$
|
—
|
|
|
$
|
(2,049.2
|
)
|
|
$
|
378.0
|
|
Fiscal year ended September 25, 2015
|
|
402.2
|
|
|
2,177.4
|
|
|
1.3
|
|
|
(2,184.5
|
)
|
|
396.4
|
|
|||||
Fiscal year ended September 26, 2014
|
|
284.2
|
|
|
1,710.6
|
|
|
30.6
|
|
|
(1,623.2
|
)
|
|
402.2
|
|
|||||
Tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended September 30, 2016
|
|
$
|
233.0
|
|
|
$
|
315.7
|
|
|
$
|
15.8
|
|
|
$
|
0.4
|
|
|
$
|
564.9
|
|
Fiscal year ended September 25, 2015
|
|
76.9
|
|
|
155.4
|
|
|
0.2
|
|
|
0.5
|
|
|
233.0
|
|
|||||
Fiscal year ended September 26, 2014
|
|
28.3
|
|
|
33.9
|
|
|
14.7
|
|
|
—
|
|
|
76.9
|
|
3)
|
Exhibits.
The exhibits are included in the Exhibit Index that appears at the end of this Annual Report on Form 10-K.
|
Item 16.
|
Form 10-K Summary
|
|
MALLINCKRODT PUBLIC LIMITED COMPANY
|
|
|
|
|
November 29, 2016
|
By:
|
/s/ Matthew K. Harbaugh
|
|
|
Matthew K. Harbaugh
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Mark C. Trudeau
|
|
President, Chief Executive Officer and Director
|
|
November 29, 2016
|
Mark C. Trudeau
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Matthew K. Harbaugh
|
|
Executive Vice President and Chief Financial Officer
|
|
November 29, 2016
|
Matthew K. Harbaugh
|
|
(principal financial officer)
|
|
|
|
|
|
|
|
/s/ Kathleen A. Schaefer
|
|
Senior Vice President and Corporate Controller
|
|
November 29, 2016
|
Kathleen A. Schaefer
|
|
(principal accounting officer)
|
|
|
|
|
|
|
|
*
|
|
Chairman of the Board of Directors
|
|
November 29, 2016
|
Melvin D. Booth
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
David R. Carlucci
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
J. Martin Carroll
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
Diane H. Gulyas
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
JoAnn A. Reed
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
Angus C. Russell
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
Virgil D. Thompson
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
Kneeland C. Youngblood, M.D.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 29, 2016
|
Joseph A. Zaccagnino
|
|
|
|
|
/s/ Kenneth L. Wagner
|
|
Kenneth L. Wagner, Attorney-in-fact
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
Separation and Distribution Agreement between Covidien plc and Mallinckrodt plc, dated June 28, 2013 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
2.2
|
|
Agreement and Plan of Merger, dated as of February 10, 2014, by and among Mallinckrodt plc, Madison Merger Sub, Inc. and Cadence Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed February 11, 2014).
|
2.3
|
|
Agreement and Plan of Merger, dated as of April 5, 2014, by and among Mallinckrodt plc, Quincy merger Sub, Inc. and Questcor Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed April 7, 2014).
|
2.4
|
|
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).
|
2.5
|
|
Stock Purchase Agreement, dated as of July 27, 2015, by and between Mallinckrodt Group S.à r.l., Mallinckrodt U.S. Holdings Inc., Mallinckrodt Netherlands Holdings B.V., Mallinckrodt Finance GmbH, Ludlow Corporation, Mallinckrodt Holdings GmbH, Mallinckrodt International Finance S.A. and Guerbet S.A. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 28, 2015).
|
2.6
|
|
First Amendment to Stock Purchase Agreement, dated as of November 27, 2015, by and between Mallinckrodt Group S.à r.l., Mallinckrodt U.S. Holdings Inc., Mallinckrodt Netherlands Holdings B.V., Mallinckrodt Finance GmbH, Ludlow Corporation, Mallinckrodt Holdings GmbH, Mallinckrodt International Finance S.A. and Guerbet S.A. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed November 27, 2015).
|
2.7
|
|
Stock Purchase Agreement, dated August 9, 2015, by and among TGG Medical Holdings, LLC, TGG Medical Solutions, 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 August 10, 2015).
|
2.8
|
|
Share Purchase Agreement, dated as of August 24, 2016, by and among Mallinckrodt Chemical Holdings (U.K.) Limited, Mallinckrodt Netherlands Holdings B.V., GLO Dutch Bidco B.V. and GLO US Bidco, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed August 24, 2016).
|
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).
|
4.1
|
|
Indenture, dated as of April 11, 2013, by and among Mallinckrodt International Finance S.A., Covidien International Finance S.A. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
4.2
|
|
Supplemental Indenture, dated as of June 28, 2013, by and among Mallinckrodt plc, Mallinckrodt International Finance S.A. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
4.3
|
|
Indenture, dated as of August 13, 2014, among Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the Guarantors party thereto from time to time and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 14, 2014).
|
4.4
|
|
Indenture, dated as of April 15, 2015, among Mallinckrodt International Finance S.A., Mallinckrodt CB LLC, the Guarantors party thereto from time to time and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 17, 2015).
|
4.5
|
|
Indenture, dated as of September 24, 2015, among Mallinckrodt International Finance S.A., Mallinckrodt CB LLC, the Guarantors party thereto from time to time and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 28, 2015).
|
10.1
|
|
Tax Matters Agreement between Covidien plc and Mallinckrodt plc, dated June 28, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
10.2
|
|
Employee Matters Agreement between Covidien plc and Mallinckrodt plc, dated June 28, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
10.3
|
|
Transition Services Agreement between Covidien plc and Mallinckrodt plc, dated June 28, 2013 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
10.4
|
|
Credit Agreement, dated as of March 19, 2014, among Mallinckrodt plc, Mallinckrodt International Finance S.A., Mallinckrodt CB LLC, the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as Administrative Agent (incorporated herein by reference to Exhibit (b)(3) of the Schedule TO/A filed by Mallinckrodt plc and Madison Merger Sub, Inc. on March 19, 2014).
|
10.5
|
|
Incremental Assumption Agreement No. 1, dated as of August 14, 2014, among Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the subsidiaries of MIFSA party thereto and Deutsche Bank AG New York Branch, as administrative agent, as acknowledged by and consented to by Mallinckrodt plc and Mallinckrodt Quincy S.à r.l. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 14, 2014).
|
10.6
|
|
Refinancing Amendment No. 1 and Incremental Assumption Agreement No. 2, dated as of August 28, 2015, among Mallinckrodt plc, Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the other subsidiaries of Mallinckrodt plc party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 28, 2015).
|
10.7
|
|
Letter Agreement dated September 30, 2016 between Mallinckrodt International Finance, S.A. and Deutsche Bank AG New York Branch, as administrative agent.
|
10.8
|
|
Note Purchase Agreement, dated as of July 28, 2014, 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 initial servicer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed July 30, 2014).
|
10.9
|
|
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 initial servicer (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015).
|
10.10
|
|
Purchase and Sale Agreement, dated as of July 28, 2014, among the various entities party thereto from time to time as originators, Mallinckrodt LLC, as initial servicer, and Mallinckrodt Securitization S.À R.L., as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 30, 2014).
|
10.11
|
|
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 initial servicer, and Mallinckrodt Securitization S.À R.L., as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015).
|
10.12
|
|
Sale Agreement, dated as of July 28, 2014, between Liebel-Flarsheim Company LLC and Mallinckrodt LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 30, 2014).
|
10.13
|
|
Performance Guaranty, dated as of January 20, 2015, by Mallinckrodt International Finance S.A. in favor of PNC Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015).
|
10.14
|
|
Incremental Assumption Agreement No. 1, dated as of August 14, 2014, among Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the subsidiaries of MIFSA party thereto and Deutsche Bank AG New York Branch, as administrative agent, as acknowledged by and consented to by Mallinckrodt plc and Mallinckrodt Quincy S.à r.l. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 14, 2014).
|
10.15
|
|
Form of Deed of Indemnification by and between Mallinckrodt plc and Directors and Secretary (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
10.16
|
|
Form of Indemnification Agreement by and between Mallinckrodt Brand Pharmaceuticals, Inc. and Directors and Secretary (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
10.17
|
|
IV APAP Agreement (U.S. and Canada), dated as of February 21, 2006, by and between Cadence Pharmaceuticals, Inc. and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.11 to Amendment No. 2 of Cadence Pharmaceuticals, Inc.'s Registration Statement on Form S-1 filed September 25, 2006).
|
10.18
|
|
License Agreement, dated as of December 23, 2002, by and among SCR Pharmatop and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.12 to Amendment No. 2 of Cadence Pharmaceuticals, Inc.'s Registration Statement on Form S-1 filed September 25, 2006).
|
10.19*
|
|
Mallinckrodt Pharmaceuticals Severance Plan for U.S. Officers and Executives dated May 1, 2014 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended September 26, 2014).
|
10.20*
|
|
Mallinckrodt Pharmaceuticals Change in Control Severance Plan for Certain U.S. Officers and Executives dated as of May 1, 2014 (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended September 26, 2014).
|
10.21*
|
|
Mallinckrodt Pharmaceuticals Stock and Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 3 to Registration Statement on Form 10 filed on May 31, 2013).
|
10.22*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award for Chief Executive Officer (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed July 1, 2013).
|
10.23*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed May 8, 2014).
|
10.24*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Option Award (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed May 8, 2014).
|
10.25*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Performance Unit Award FY14-FY16 Performance Cycle (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed May 8, 2014).
|
10.26*
|
|
Mallinckrodt Pharmaceuticals Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on January 23, 2015).
|
10.27*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award to Non-Employee Directors (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2015).
|
10.28*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2016).
|
10.29*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award (Cash Bonus for Stock Exchange - Bonus Exchange) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2016).
|
10.30*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Restricted Unit Award (Cash Bonus for Stock Exchange - Match Amounts) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2016).
|
10.31*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Option Award (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2016).
|
10.32*
|
|
Mallinckrodt plc Stock and Incentive Plan Terms and Conditions of Performance Unit Award FY16-FY18 Performance Cycle (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2016).
|
10.33*
|
|
Letter Agreement dated as of August 27, 2013 by and between Mallinckrodt LLC and Frank Scholz (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended September 26, 2014).
|
21.1
|
|
Subsidiaries of Mallinckrodt plc.
|
23.1
|
|
Consent of Deloitte & Touche LLP.
|
24.1
|
|
Powers of Attorney
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
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
|
|
The following materials from the Mallinckrodt plc Annual Report on Form 10-K for the fiscal year ended September 30, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) related notes.
|
MALLINCKRODT INTERNATIONAL FINANCE S.A.
675 McDonnell Boulevard
Hazelwood, MO 63042
|
Name of Subsidiary
|
|
Jurisdiction of Formation
|
101610 P.E.I., Inc.
|
|
Prince Edward Island
|
Acthar IP
|
|
Ireland
|
BioVectra Inc.
|
|
Prince Edward Island
|
Cache Holdings Limited
|
|
Bermuda
|
Carnforth Limited
|
|
Bermuda
|
CNS Therapeutics, Inc.
|
|
Delaware
|
Dritte CORSA Verwaltungsgesellschaft GmbH
|
|
Germany
|
DT Merger Sub, Inc.
|
|
Delaware
|
Enterprises Holdings, Inc.
|
|
Delaware
|
Ikaria Australia Pty Ltd
|
|
Australia
|
Ikaria Canada Inc.
|
|
Canada
|
Ikaria Japan K.K.
|
|
Japan
|
IMC Exploration Company
|
|
Maryland
|
INO Therapeutics LLC
|
|
Delaware
|
Ludlow Corporation
|
|
Massachusetts
|
Mallinckrodt APAP LLC
|
|
Delaware
|
Mallinckrodt ARD Finance, Inc.
|
|
Delaware
|
Mallinckrodt ARD Holdings Inc.
|
|
Delaware
|
Mallinckrodt ARD Holdings Limited
|
|
United Kingdom
|
Mallinckrodt ARD Inc.
|
|
California
|
Mallinckrodt ARD IP Limited
|
|
Ireland
|
Mallinckrodt Belgium BVBA
|
|
Belgium
|
Mallinckrodt Brand Pharmaceuticals, Inc.
|
|
Delaware
|
Mallinckrodt Buckingham
|
|
Ireland
|
Mallinckrodt Canada Cooperatie U.A.
|
|
Netherlands
|
Mallinckrodt Canada ULC
|
|
Alberta
|
Mallinckrodt CB LLC
|
|
Delaware
|
Mallinckrodt Chemical Holdings (U.K.) Ltd.
|
|
United Kingdom
|
Mallinckrodt Chemical Limited
|
|
United Kingdom
|
Mallinckrodt Critical Care Finance Inc.
|
|
Delaware
|
Mallinckrodt Enterprises Holdings, Inc.
|
|
California
|
Mallinckrodt Enterprises LLC
|
|
Delaware
|
Mallinckrodt Enterprises UK Limited
|
|
United Kingdom
|
Mallinckrodt Equinox Limited
|
|
United Kingdom
|
Mallinckrodt Finance GmbH
|
|
Switzerland
|
Mallinckrodt Finance Management Ireland Limited
|
|
Ireland
|
Mallinckrodt France Sarl
|
|
France
|
Mallinckrodt Group Sarl
|
|
Luxembourg
|
Mallinckrodt Group Sarl, Luxembourg (LU) Schaffhausen Branch
|
|
Switzerland
|
Mallinckrodt Holdings GmbH
|
|
Switzerland
|
Mallinckrodt Hospital Products Inc.
|
|
Delaware
|
Mallinckrodt Hospital Products IP Limited
|
|
Ireland
|
Mallinckrodt Inc.
|
|
Delaware
|
Mallinckrodt International Finance SA
|
|
Luxembourg
|
Mallinckrodt International Holdings S.a r.l.
|
|
Luxembourg
|
Mallinckrodt IP
|
|
Ireland
|
Mallinckrodt Japan Co. Ltd
|
|
Japan
|
Mallinckrodt LLC
|
|
Delaware
|
Mallinckrodt Lux IP S.a r.l.
|
|
Luxembourg
|
Mallinckrodt Manufacturing LLC
|
|
Delaware
|
Mallinckrodt Medical B.V.
|
|
Netherlands
|
Mallinckrodt Medical Holdings (UK) Limited
|
|
United Kingdom
|
Mallinckrodt MFC LLC
|
|
Delaware
|
Mallinckrodt Nederland B.V.
|
|
Netherlands
|
Mallinckrodt Netherlands Holdings B.V. (Finland Branch)
|
|
Finland
|
Mallinckrodt Netherlands Holdings B.V. Holland (Denmark Branch)
|
|
Denmark
|
Mallinckrodt Netherlands Holdings B.V., organizacní slozka
|
|
Czech Republic
|
Mallinckrodt Netherlands Holdings BV
|
|
Netherlands
|
Mallinckrodt Nuclear LLC
|
|
Delaware
|
Mallinckrodt Nuclear Medicine LLC
|
|
Delaware
|
Mallinckrodt PEI Inc
|
|
Quebec
|
Mallinckrodt Petten Holdings B.V.
|
|
Netherlands
|
Mallinckrodt Pharma IP Trading D.A.C.
|
|
Ireland
|
Mallinckrodt Pharmaceuticals India Private Limited
|
|
India
|
Mallinckrodt Pharmaceuticals Ireland Limited
|
|
Ireland
|
Mallinckrodt Pharmaceuticals Limited
|
|
United Kingdom
|
Mallinckrodt plc
|
|
Ireland
|
Mallinckrodt Quincy S.a r.l.
|
|
Luxembourg
|
Mallinckrodt Radioisotopes B.V.
|
|
Netherlands
|
Mallinckrodt Radiopharmaceuticals Deutschland GmbH
|
|
Germany
|
Mallinckrodt Radiopharmaceuticals Italia SpA
|
|
Italy
|
Mallinckrodt Radiopharmaceuticals Spain SL
|
|
Spain
|
Mallinckrodt Radiopharmaceuticals Sverige AB
|
|
Sweden
|
Mallinckrodt RP Canada Inc.
|
|
Ontario
|
Mallinckrodt RP UK Ltd
|
|
United Kingdom
|
Mallinckrodt Securitization Sarl
|
|
Luxembourg
|
Mallinckrodt Specialty Pharmaceuticals Ireland Limited
|
|
Ireland
|
Mallinckrodt Switzerland Limited
|
|
Switzerland
|
Mallinckrodt UK Finance LLP
|
|
United Kingdom
|
Mallinckrodt UK Ltd
|
|
United Kingdom
|
Mallinckrodt US Holdings Inc.
|
|
Nevada
|
Mallinckrodt US Holdings LLC
|
|
Delaware
|
Mallinckrodt US Pool LLC
|
|
Nevada
|
Mallinckrodt Veterinary, Inc.
|
|
Delaware
|
Mallinckrodt Windsor Ireland Finance
|
|
Ireland
|
Mallinckrodt Windsor Sarl
|
|
Luxembourg
|
MEH, Inc.
|
|
Nevada
|
MHP Finance, Inc.
|
|
Delaware
|
MKG Medical UK Ltd
|
|
United Kingdom
|
Montjeu Limited
|
|
Ireland
|
MUSHI UK Holdings Limited
|
|
United Kingdom
|
Phoenixglade Limited
|
|
Ireland
|
Profibrix B.V.
|
|
Netherlands
|
Questcor International Ltd.
|
|
Ireland
|
Representative Office of private limited liability company Mallinckrodt Netherlands Holdings B.V.
|
|
Russia
|
Ribogene, Inc.
|
|
Delaware
|
Stratatech Corporation
|
|
Delaware
|
Therakos (Belgium) SPRL
|
|
Belgium
|
Therakos (Canada) Company
|
|
Canada
|
Therakos (France) SAS
|
|
France
|
Therakos (Italia) S.r.l
|
|
Italy
|
Therakos (UK), Limited Dutch Branch
|
|
Netherlands
|
Therakos (UK), Limited, Sucursal en Espana
|
|
Spain
|
Therakos (UK), Ltd
|
|
United Kingdom
|
Therakos (UK), Ltd Sweden Filial
|
|
Sweden
|
Therakos Germany GmbH
|
|
Germany
|
Therakos, Inc.
|
|
Florida
|
Viking Project Company, LLC
|
|
Delaware
|
Name of Subsidiary
|
|
Jurisdiction of Formation
|
Mallinckrodt Switzerland Limited
|
|
Switzerland
|
Mallinckrodt ARD Holdings Limited (FKA MIFSA UK Limited)
|
|
UK
|
Mallinckrodt Chemical Holdings (UK) Ltd.
|
|
UK
|
Mallinckrodt Chemical Limited
|
|
UK
|
Mallinckrodt Enterprises UK Limited
|
|
UK
|
Mallinckrodt Medical Argentina Ltd.
|
|
UK
|
Mallinckrodt Medical Holdings (UK) Limited
|
|
UK
|
Mallinckrodt UK Commercial Ltd
|
|
UK
|
Mallinckrodt UK Ltd
|
|
UK
|
MKG Medical UK Ltd
|
|
UK
|
MUSHI UK Holdings Limited
|
|
UK
|
BioVectra, Inc. USA
|
|
North Carolina
|
Cadence Pharmaceuticals, Inc.
|
|
Delaware
|
CNS Therapeutics, Inc.
|
|
Delaware
|
Enterpises Holdings, Inc.
|
|
Delaware
|
IMC Exploration Company
|
|
Maryland
|
Lafayette Pharmaceuticals LLC
|
|
Delaware
|
Ludlow Corporation
|
|
Massachusetts
|
Mallinckrodt APAP LLC
|
|
Delaware
|
Mallinckrodt ARD Holdings Inc.
|
|
Delaware
|
Mallinckrodt Brand Pharmaceuticals, Inc. (DE)
|
|
Delaware
|
Mallinckrodt CB LLC
|
|
Delaware
|
Mallinckrodt Enterprises Holdings, Inc.
|
|
California
|
Mallinckrodt Enterprises LLC
|
|
Delaware
|
Mallinckrodt Inc. (DE)
|
|
Delaware
|
Mallinckrodt LLC
|
|
Delaware
|
Mallinckrodt MFC LLC
|
|
Delaware
|
Mallinckrodt Nuclear LLC
|
|
Delaware
|
Mallinckrodt Nuclear Medicine LLC
|
|
Delaware
|
Mallinckrodt US Holdings, Inc. (FKA Kendall Holding Corp.)
|
|
Nevada
|
Mallinckrodt US Holdings LLC
|
|
Delaware
|
Mallinckrodt US Pool LLC
|
|
Nevada
|
Mallinckrodt Veterinary, Inc.
|
|
Delaware
|
MEH, Inc.
|
|
Nevada
|
Questcor Pharmaceuticals Inc.
|
|
California
|
Ribogene, Inc.
|
|
Delaware
|
Viking Project Company, LLC
|
|
Delaware
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Mark C. Trudeau
|
|
President, Chief Executive Officer and Director
|
|
November 29, 2016
|
Mark C. Trudeau
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Matthew K. Harbaugh
|
|
Senior Vice President and Chief Financial Officer
|
|
November 29, 2016
|
Matthew K. Harbaugh
|
|
(principal financial officer)
|
|
|
|
|
|
|
|
/s/ Kathleen A. Schaefer
|
|
Vice President Controller
|
|
November 29, 2016
|
Kathleen A. Schaefer
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(principal accounting officer)
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/s/ Melvin D. Booth
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Chairman of the Board of Directors
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November 29, 2016
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Melvin D. Booth
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/s/ Don M. Bailey
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Director
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November 29, 2016
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Don M. Bailey
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/s/ David R. Carlucci
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Director
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November 29, 2016
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David R. Carlucci
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/s/ J. Martin Carroll
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Director
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November 29, 2016
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J. Martin Carroll
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/s/ Diane H. Gulyas
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Director
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November 29, 2016
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Diane H. Gulyas
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/s/ Nancy S. Lurker
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Director
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November 29, 2016
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Nancy S. Lurker
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/s/ JoAnn A. Reed
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Director
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November 29, 2016
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JoAnn A. Reed
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/s/ Angus C. Russell
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Director
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November 29, 2016
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Angus C. Russell
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/s/ Virgil D. Thompson
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Director
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November 29, 2016
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Virgil D. Thompson
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/s/ Kneeland C. Youngblood
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Director
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November 29, 2016
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Kneeland C. Youngblood
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/s/ Joseph A. Zaccagnino
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Director
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November 29, 2016
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Joseph A. Zaccagnino
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1.
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I have reviewed this annual report on Form 10-K of Mallinckrodt plc;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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||||
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a)
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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
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||||
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||||
b)
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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.
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Date: November 29, 2016
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By:
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/s/ Mark C. Trudeau
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Mark C. Trudeau
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President and Chief Executive Officer and Director
(principal executive officer)
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||||
1.
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I have reviewed this annual report on Form 10-K of Mallinckrodt plc;
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||||
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||||
2.
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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;
|
||||
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|
||||
3.
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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;
|
||||
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|
||||
4.
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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:
|
||||
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|
||||
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;
|
||||
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|
|||
b)
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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;
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|
|||
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|
||||
c)
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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
|
||||
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|
||||
d)
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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
|
||||
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||||
5.
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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
|
||||
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|
||||
b)
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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.
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Date: November 29, 2016
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By:
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/s/ Matthew K. Harbaugh
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Matthew K. Harbaugh
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Executive Vice President and Chief Financial Officer
(principal financial officer)
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By:
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/s/ Mark C. Trudeau
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Mark C. Trudeau
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President and Chief Executive Officer and Director
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By:
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/s/ Matthew K. Harbaugh
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Matthew K. Harbaugh
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Executive Vice President and Chief Financial Officer
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