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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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(Do not check if smaller reporting company)
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Item 1.
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Business.
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Specialty Brands
includes branded medicines; and
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•
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Specialty Generics
includes specialty generic drugs, active pharmaceutical ingredients ("APIs") and external manufacturing.
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Product
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Transaction Date
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Product Status
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Ofirmev
®
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March 2014
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Marketed
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H.P. Acthar
®
Gel
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August 2014
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Marketed
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Inomax
®
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April 2015
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Marketed
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Therakos
®
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September 2015
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Marketed
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StrataGraft
®
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August 2016
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In development
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Stannsoporfin
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September 2017
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In development
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Xenon gas for inhalation
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October 2017
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In development
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MNK-6105 (previously OCR-002)
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December 2017
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In development
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Amitiza
® (1)
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February 2018
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Marketed
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VTS-270
(1)
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February 2018
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In development
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CPP-1X/sulindac
(1)
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February 2018
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In development
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H.P. Acthar
®
Gel ("H.P. Acthar Gel")
is an injectable drug approved by the U.S. Federal Drug Administration ("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 H.P. Acthar Gel 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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Inomax
®
("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 2034, 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. There has been recent patent litigation related to the Inomax product, as further described in Note 19 of the Notes to Consolidated Financial Statements included within Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
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Ofirmev
®
("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"), one of which expired in August 2017 and the other will expire in June 2021. 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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Therakos
®
("Therakos")
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") and provides the only integrated ECP system in the world. ECP involves drawing 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 activated drug. The treated white blood cells are immediately re-administered back into the patient. ECP is approved by the FDA for use in the palliative treatment of the skin manifestations of cutaneous T-cell lymphoma (“CTCL”) that is unresponsive to other forms of treatment. Outside the U.S., ECP is approved to treat several other serious diseases that arise from immune system imbalances. Therakos’ product suite, which is sold to hospitals, clinics, academic centers and blood banks, includes an installed system, a disposable procedural kit used for each treatment and a drug, UVADEX ® (methoxsalen) Sterile Solution (“UVADEX”), as well as instrument accessories and instrument maintenance and repair services.
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Amitiza
®
("
Amitiza")
is a leading global product in the branded constipation market. Amitiza is approved by the FDA for treatment of chronic idiopathic constipation in adults, irritable bowel syndrome with constipation in women 18 years of age and older, and opioid-induced constipation in adult patients with chronic, non-cancer pain, including patients with chronic pain related to prior cancer or its treatment who do not require frequent opioid dosage escalation. Amitiza is a chloride channel activator which increases fluid secretion and motility of the intestine, facilitating passage of stool. Roughly 40 million patients in the U.S. suffer from some form of chronic constipation. Of the branded products currently marketed, only Amitiza is approved for three constipation indications in the U.S. The FDA is currently reviewing a supplemental New Drug Application ("NDA") for Amitiza in children 6 to 17 years of age with pediatric functional constipation ("PFC"). The supplemental NDA received a Priority Review designation and has a user fee goal date of April 28, 2018. If approved, Amitiza would be the first and only approved prescription therapy available to treat children with PFC.
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Pipeline products
- we have multiple products in various stages of development, which we believe will provide long-term organic growth and diversification. The status of each of these products is shown below. For a more detailed description of these pipeline products, refer to the Research and Development ("R&D") section in this Item 1. Business.
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hydrocodone (API) and hydrocodone-containing tablets;
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oxycodone (API) and oxycodone-containing tablets;
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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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other controlled substances, including acetaminophen (API) products.
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Terlipressin
is being investigated for the treatment of hepatorenal syndrome ("HRS") type 1, an acute, rare and life-threatening condition requiring hospitalization, with no currently approved therapy in the U.S. or Canada. In July 2017, we announced the enrollment of the 75th subject in our ongoing Phase 3 clinical study to evaluate the efficacy and safety of terlipressin (for injection) in subjects with HRS type 1. This marked the achievement of one quarter of our target enrollment for this trial and we continue to make progress on this clinical study.
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StrataGraft
is an investigational product in Phase 3 development for treatment of severe, deep partial thickness burns and Phase 2 development for treatment of severe, full thickness burns. In 2012, the FDA granted StrataGraft orphan product status, and the product is being developed as a biologic to be filed under a biologic license application that would confer regulatory protection until 2032. In June 2017, we announced the enrollment of the first patient in our Phase 3 clinical study to evaluate the efficacy and safety of StrataGraft regenerative skin tissue in the promotion of autologous skin regeneration of complex skin defects due to thermal burns that contain intact dermal elements. In July 2017, we announced that StrataGraft is among the first products to be designated as a Regenerative Medicine Advanced Therapy ("RMAT") by the FDA under the provisions of the 21st Century Cures Act. The RMAT designation allows for earlier and increased interactions with the FDA, including discussions of whether priority review and/or accelerated approval would be appropriate based on surrogate or intermediate endpoints that would be reasonably likely to predict long-term clinical benefit; or reliance upon data obtained from a meaningful number of sites. Building upon the science of StrataGraft, we also maintain ExpressGraft-C9T1 skin tissue, a biologically-active skin tissue with a fully stratified epithelial compartment comprised of human keratinocytes and a dermal compartment containing fibroblasts. This tissue has been genetically modified to up-regulate production of a naturally occurring antimicrobial. It is being evaluated in a first-in-human prospective, open-label trial focused on assessing the safety and tolerability in the treatment of patients with diabetic foot ulcers, a type of wound that is often difficult to heal.
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MNK-1411
(the product formerly described as Synacthen Depot
®
) is a depot formulation of Synacthen (tetracosactide), a synthetic 24 amino acid melanocortin receptor agonist. In August 2016, we announced that the FDA granted our request for fast track designation for its Investigational New Drug ("IND") application for MNK-1411 in the treatment of Duchenne muscular dystrophy ("DMD"). The FDA's fast track designation is a process designed to facilitate the development, and expedite the review of drugs to treat serious conditions that fill an unmet medical need. Then in fiscal 2017, the FDA granted orphan drug designation to MNK-1411 for the treatment of DMD. The Phase 1 study for MNK-1411 in healthy volunteers has been completed and the information derived was used to determine optimal dosing in our Phase 2 trial, which is expected to commence in 2018.
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Stannsoporfin
, a heme oxygenase inhibitor, is under investigation for its potential to reduce the production of bilirubin. If approved, stannsoporfin is expected to be a highly effective therapy used for near- and full-term infants at risk of developing complications associated with severe jaundice. This new treatment option may reduce the number of newborns advancing to bilirubin levels requiring more intrusive, less specific therapies, most often blood exchange transfusion and less frequently intravenous immunoglobululin infusions, both of which have a more complex and lengthy administration than stannsoporfin's single injection. Stannsoporfin, if approved, may also decrease the risks associated with other treatments (i.e., bilirubin rebound) and the risk of prolonged and/or severe bilirubin elevation, which can impact central nervous system development. In December 2016, stannsoporfin was granted fast track designation by the FDA and a NDA has been submitted.
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Xenon gas for inhalation
is a noble gas that has been used safely as an inhaled therapy in several studies to date. Following cardiac arrest, calcium channels in the brain can get over-activated, causing neuronal damage and cell death. When inhaled, xenon binds to N-methyl-D-aspartate receptors through a unique glycine-binding mechanism and can help regulate the flow of ions through the calcium channels. By mitigating neuronal damage and cell death following a cardiac arrest, inhaled xenon may be able to reduce time in coma, lower mortality rates and improve cognitive and motor functions. The Phase 3 trial will be conducted under an FDA Special Protocol Agreement and is currently expected to begin in early 2018.
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MNK-6105
, an ammonia scavenger, is being studied for treatment of hepatic encephalopathy ("HE"), a neuropsychiatric syndrome associated with hyperammonemia, a complication of acute or chronic liver disease. If approved, MNK-6105 is expected to be an effective therapy that rapidly eliminates ammonia in the bloodstream, excreting it through the kidneys, a more effective and less burdensome method of addressing HE than existing treatment options. The intravenous ("IV") formulation of MNK-6105, if approved, is expected to provide rapid reduction in symptoms of acute HE, and potentially reduce hospitalization stay. MNK-6105's oral formulation, if approved, is expected to provide post-discharge continuity of care for the HE patient, reducing the risk of recurrent HE episodes and rehospitalization. It is also anticipated that patients may transition from the IV to the oral formulation prior to discharge from the hospital setting. The FDA and European Medicines Agency ("EMA") have granted orphan drug designation to MNK-6105. The FDA also granted fast track designation to MNK-6105.
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VTS-270
is in Phase 3 development for Niemann-Pick Type C ("NPC"). NPC is a rare, neurodegenerative, and ultimately fatal disease that can present at any age. NPC is caused by mutations in either the NPC1 or NPC2 genes, resulting in the disruption of the trafficking of intracellular cholesterol, leading to intracellular lipid accumulation in various tissues, including the brain, liver, and spleen. NPC presents with neurologic and visceral features that overlap with other diseases often leading to a missed or delayed diagnosis. Neurodegenerative presentation in NPC is a major driver of morbidity and mortality. There are four main types of the disease – types A, B, C1 and C2; NPC encompasses types C1 and C2, which causes accumulation of cholesterol and other lipids in cells, resulting in severe neurological, systemic or psychiatric disorders. Manifestations of the genetic disorder typically occur in childhood with occasional late onset. NPC is usually fatal, and the majority of cases lead to death. The FDA granted VTS-270 its orphan drug designation, and the resulting seven years exclusivity would be applied upon approval of the drug. The EMA also granted VTS-270 orphan drug status. In addition, the FDA granted the compound its Breakthrough Designation, indicating the drug is (1) intended to treat a serious or life-threatening disease or condition alone or combined with one or more other drugs, and (2) preliminary clinical evidence indicates it may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints. The Breakthrough Designation status results in expedited review by the agency.
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CPP-1X/sulindac
is in Phase 3 development for Familial Adenomatous Polyposis ("FAP") under a collaborative agreement with Cancer Prevention Pharmaceuticals and Sucampo. FAP results from a genetic mutation leading to uncontrolled growth of hundreds to thousands of polyps in the lower digestive tract. Left untreated, there is a high liklihood of developing colorectal cancer. The disease typically progresses without clear warning signs until reaching advanced stages. It can also lead to abnormal manifestations in other organs including bone, skin, retina, teeth and other malignant lesions. The FDA granted CPP-1X/sulindac its orphan drug designation, as well as its Fast Track designation, a process designed to facilitate development and expedite the review of drugs to treat serious conditions and fill an unmet medical need. Orphan drug status was also granted to the therapy by the EMA. CPP-1X/sulindac, if approved, will target the underlying disease mechanism, preventing polyp growth and delaying disease progression.
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Completion of formulation and laboratory 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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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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Designing and conducting clinical trials to show the safety and efficacy of the drug product in accordance with GCP;
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Submitting the NDA for FDA review, which provides a complete characterization of the drug product;
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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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If applicable, satisfactory completion of an FDA Advisory Committee meeting in which the FDA requests help from outside experts in evaluating the NDA;
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Final FDA approval of the full prescribing information, labeling and packaging of the drug product; and
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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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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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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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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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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 Ended
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Three Months Ended
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December 29, 2017
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December 30, 2016
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December 25, 2015
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December 30, 2016
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CuraScript, Inc.
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40
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%
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38
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%
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35
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%
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43
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%
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McKesson Corporation
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*
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12
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%
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20
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%
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10
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%
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AmerisourceBergen Corporation
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*
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*
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10
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%
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*
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Cardinal Health, Inc.
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*
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*
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11
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%
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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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56
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President, Chief Executive Officer and Director
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Matthew Harbaugh
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47
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Executive Vice President and Chief Financial Officer
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Meredith Fischer
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65
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Chief Public Affairs Officer
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Mark Casey
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54
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General Counsel
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Ron Lloyd
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57
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Executive Vice President and President, Hospital Therapies
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Hugh O'Neill
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54
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Executive Vice President and President, Autoimmune and Rare Diseases
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Gary Phillips, MD
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51
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Executive Vice President and Chief Strategy Officer
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Steven Romano, MD
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58
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Executive Vice President and Chief Scientific Officer
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Frank Scholz
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49
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Executive Vice President of Global Operations and President, Specialty Generics
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Karen Sheehy
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56
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Chief Compliance Officer
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Ian Watkins
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55
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Chief Human Resources Officer
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Item 1A.
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Risk Factors.
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developing, testing and manufacturing products in compliance with regulatory and quality standards in a timely manner;
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our ability to successfully engage with the FDA or other regulatory authorities as part of the approval process and to receive requisite regulatory approvals for such products in a timely manner, or at all;
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the availability, on commercially reasonable terms, of raw materials, including API and other key ingredients;
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developing, commercializing and launching 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, commercialization and/or launch of new products;
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unanticipated costs;
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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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experiencing delays as a result of limited resources at the FDA or other regulatory authorities;
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changing review and approval policies and standards at the FDA or other regulatory authorities;
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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;
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effective execution of the product launches in a manner that is consistent with expected timelines and anticipated costs; and
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identifying appropriate partners for distribution of our products, including for any future over-the-counter commercialization opportunities, and negotiating contractual arrangements in a timely manner with commercially reasonable terms.
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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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our ability to implement and maintain pricing and continue to maintain or increase market demand for these products;
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our ability to achieve hospital and other third-party payer formulary acceptance, and maintain reimbursement levels by third-party payers;
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our ability to maintain confidentiality of the proprietary know-how and trade secrets relating to H.P. Acthar Gel;
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our ability to maintain and defend the patent protection and regulatory exclusivity of Ofirmev and Inomax;
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our ability to continue to procure raw materials or finished goods, as applicable, for H.P. Acthar Gel, Ofirmev, Inomax and Therakos 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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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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whether the 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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warnings or limitations that may be required to be added to FDA-approved labeling; and
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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.
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the generation, storage, use and transportation of hazardous materials;
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emissions or discharges of substances into the environment;
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investigation and remediation of hazardous substances or materials at various sites;
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chemical constituents in products and end-of-life disposal, mandatory recycling and take-back programs; and
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the health and safety of our employees.
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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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political and economic instability, including the impact of the 2016 referendum by British voters to exit the European Union (EU) (commonly known as Brexit) and the related uncertainties;
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potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and trade barriers;
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difficulties and costs of staffing and managing our non-U.S. operations;
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exposure to global economic conditions; and
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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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making it more difficult for us to satisfy our obligations with respect to our debt;
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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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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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limiting our ability to refinance our indebtedness on terms acceptable to us or at all;
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placing us at a competitive disadvantage to other less leveraged competitors;
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making us more vulnerable to economic downturns and limiting our ability to withstand competitive pressures;
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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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increasing our costs of borrowing.
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incur, assume or guarantee additional indebtedness;
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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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make any principal payment on, or redeem or repurchase, subordinated debt;
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make loans, advances or other investments;
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sell or otherwise dispose of assets, including capital stock of subsidiaries;
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incur liens;
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enter into transactions with affiliates;
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enter into sale and lease-back transactions; and
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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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limited in how we conduct our business;
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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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unable to compete effectively, execute our growth strategy or take advantage of new business opportunities.
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actual or anticipated fluctuations in our results of operations;
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changes in earnings estimated by securities analysts or our ability to meet those estimates;
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perceived impacts to our results from acquisitions of products, license rights or businesses;
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the operating and share price performance of comparable companies;
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actual or anticipated sales of our ordinary shares;
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allegations by third parties (even if unsubstantiated) regarding our products or business practices;
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publicity and media reports potentially negative about the company or its products/reputation;
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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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political pressure to reduce the pricing of pharmaceuticals;
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continued consolidation in pharmacy networks and among insurers that may further increase their competitive market power;
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changes to the regulatory and legal environment in which we operate; and
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U.S. and worldwide economic conditions.
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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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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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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
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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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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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High
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Low
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||||
Fiscal Year Ended September 30, 2016
|
|
|
|
|
|
||||
Quarter ended December 25, 2015
|
|
|
$
|
76.66
|
|
|
$
|
53.41
|
|
Quarter ended March 25, 2016
|
|
|
75.88
|
|
|
53.42
|
|
||
Quarter ended June 24, 2016
|
|
|
66.27
|
|
|
55.97
|
|
||
Quarter ended September 30, 2016
|
|
|
83.06
|
|
|
54.05
|
|
||
|
|
|
|
|
|
||||
Three months ended December 30, 2016
|
|
|
$
|
71.17
|
|
|
$
|
49.51
|
|
|
|
|
|
|
|
||||
Fiscal Year Ended December 29, 2017
|
|
|
|
|
|
||||
Quarter ended March 31, 2017
|
|
|
$
|
54.74
|
|
|
$
|
42.54
|
|
Quarter ended June 30, 2017
|
|
|
46.92
|
|
|
39.63
|
|
||
Quarter ended September 29, 2017
|
|
|
47.42
|
|
|
33.76
|
|
||
Quarter ended December 29, 2017
|
|
|
38.87
|
|
|
19.98
|
|
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 (in millions)
|
||||||
9/30/2017 - 10/27/2017
|
|
655,534
|
|
|
$
|
31.62
|
|
|
651,876
|
|
|
$
|
812.4
|
|
10/28/2017 - 12/01/2017
|
|
5,997,849
|
|
|
21.76
|
|
|
5,996,850
|
|
|
682.0
|
|
||
12/02/2017 - 12/29/2017
|
|
2,730,375
|
|
|
22.98
|
|
|
2,730,000
|
|
|
619.4
|
|
||
9/30/2017 - 12/29/2017
|
|
9,383,758
|
|
|
22.80
|
|
|
|
|
|
|
|
Mallinckrodt
|
|
Russell 1000 Index
|
|
NYSE Pharmaceutical Index
|
||||||
June 17, 2013
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
September 27, 2013
|
|
96.82
|
|
|
104.02
|
|
|
100.18
|
|
|||
September 26, 2014
|
|
200.00
|
|
|
121.42
|
|
|
124.26
|
|
|||
September 25, 2015
|
|
152.11
|
|
|
118.54
|
|
|
122.72
|
|
|||
September 30, 2016
|
|
155.07
|
|
|
132.37
|
|
|
118.73
|
|
|||
December 30, 2016
|
|
110.71
|
|
|
136.71
|
|
|
111.85
|
|
|||
December 29, 2017
|
|
50.13
|
|
|
163.15
|
|
|
126.57
|
|
Item 6.
|
Selected Financial Data.
|
(in millions, except per share data)
|
Fiscal Year Ended
(1)
|
|
Three Months Ended
|
||||||||||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 26, 2014
|
|
September 27, 2013
(2)
|
|
December 30, 2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated and Combined Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
3,221.6
|
|
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
1,650.3
|
|
|
$
|
1,274.7
|
|
|
$
|
829.9
|
|
Gross profit
|
1,656.3
|
|
|
1,855.0
|
|
|
1,622.9
|
|
|
884.6
|
|
|
610.5
|
|
|
445.8
|
|
||||||
Research and development expenses
(3)
|
277.3
|
|
|
262.2
|
|
|
203.3
|
|
|
140.5
|
|
|
141.9
|
|
|
66.2
|
|
||||||
Operating income (loss)
(4) (5)
|
420.1
|
|
|
617.3
|
|
|
353.8
|
|
|
43.4
|
|
|
20.0
|
|
|
(206.8
|
)
|
||||||
Income (loss) from continuing operations before income taxes
|
61.6
|
|
|
233.4
|
|
|
107.3
|
|
|
(34.6
|
)
|
|
2.2
|
|
|
(298.5
|
)
|
||||||
Income (loss) from continuing operations
|
1,771.2
|
|
|
489.0
|
|
|
236.6
|
|
|
(22.0
|
)
|
|
(27.6
|
)
|
|
(176.8
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic income (loss) from continuing operations per share
|
$
|
18.13
|
|
|
$
|
4.42
|
|
|
$
|
2.03
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(1.67
|
)
|
Diluted income (loss) from continuing operations per share
|
18.09
|
|
|
4.39
|
|
|
2.00
|
|
|
(0.34
|
)
|
|
(0.48
|
)
|
|
(1.67
|
)
|
||||||
Cash dividends per ordinary share
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
September 26, 2014
|
|
September 27, 2013
|
|
December 30, 2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
15,280.9
|
|
|
$
|
15,498.7
|
|
|
$
|
16,404.1
|
|
|
$
|
12,787.3
|
|
|
$
|
3,556.6
|
|
|
$
|
15,206.3
|
|
Long-term debt
|
6,420.9
|
|
|
5,788.7
|
|
|
6,474.3
|
|
|
3,874.0
|
|
|
918.3
|
|
|
5,880.8
|
|
||||||
Shareholders' equity
|
6,522.0
|
|
|
5,270.7
|
|
|
5,311.2
|
|
|
4,958.0
|
|
|
1,255.6
|
|
|
4,984.3
|
|
(1)
|
Fiscal 2016 included 53 weeks. All other fiscal years presented include 52 weeks. Refer to the Consolidated Financial Statements for detail on our change in fiscal year, as well as trends in financial condition and results of operations for the fiscal years ended December 29, 2017, September 30, 2016 and September 25, 2015 and the three months ended December 30, 2016.
|
(2)
|
Represents combined historical business and operations of Covidien's Pharmaceuticals business as it was historically managed as part of Covidien and is not necessarily indicative of the results of operations or financial condition that would have been obtained had we operated as an independent, publicly-traded company for the entirety of the period presented, nor is it necessarily indicative of our future performance as an independent, publicly-traded company.
|
(3)
|
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.
|
(4)
|
Fiscal 2014 and 2013 include restructuring charges, net of $68.0 million and $16.8 million. 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 includes costs related to the build-out of our corporate infrastructure of
$70.6 million
. Fiscal 2014 and 2013 include separation related costs of $9.6 million and $74.2 million, respectively.
|
(5)
|
Fiscal 2013 includes expense allocations from Covidien of $39.6 million related to finance, legal, information technology, human resources, communications, employee benefits and incentives, insurance and share-based compensation. Effective with the Separation on June 28, 2013, we assumed responsibility for all of these functions and related costs.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Specialty Brands
includes branded medicines; and
|
•
|
Specialty Generics
includes specialty generic drugs, active pharmaceutical ingredients ("APIs") and external manufacturing.
|
|
Fiscal Year Ended
|
|
|
|||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
2,899.0
|
|
|
$
|
3,095.4
|
|
|
(6.3
|
)%
|
Europe, Middle East and Africa
|
242.3
|
|
|
211.8
|
|
|
14.4
|
|
||
Other
|
80.3
|
|
|
73.6
|
|
|
9.1
|
|
||
Net sales
|
$
|
3,221.6
|
|
|
$
|
3,380.8
|
|
|
(4.7
|
)
|
|
Fiscal Year Ended
|
|
|
|||||||
|
September 30, 2016
|
|
September 25, 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
|
|
|
Three Months Ended
|
|
|
|||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
763.7
|
|
|
$
|
740.2
|
|
|
3.2
|
%
|
Europe, Middle East and Africa
|
52.8
|
|
|
49.3
|
|
|
7.1
|
|
||
Other
|
13.4
|
|
|
21.7
|
|
|
(38.2
|
)
|
||
Net sales
|
$
|
829.9
|
|
|
$
|
811.2
|
|
|
2.3
|
|
|
Fiscal Year Ended
|
|
|
|||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
2,325.3
|
|
|
$
|
2,300.6
|
|
|
1.1
|
%
|
Specialty Generics
|
839.5
|
|
|
1,025.2
|
|
|
(18.1
|
)
|
||
Net sales of operating segments
|
3,164.8
|
|
|
3,325.8
|
|
|
(4.8
|
)
|
||
Other
(1)
|
56.8
|
|
|
55.0
|
|
|
3.3
|
|
||
Net sales
|
$
|
3,221.6
|
|
|
$
|
3,380.8
|
|
|
(4.7
|
)
|
(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 Ended
|
|
|
|||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
2,244.9
|
|
|
$
|
2,224.9
|
|
|
0.9
|
%
|
Europe, Middle East and Africa
|
73.0
|
|
|
69.8
|
|
|
4.6
|
|
||
Other
|
7.4
|
|
|
5.9
|
|
|
25.4
|
|
||
Net sales
|
$
|
2,325.3
|
|
|
$
|
2,300.6
|
|
|
1.1
|
|
|
Fiscal Year Ended
|
|
|
|||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
Percentage Change
|
|||||
H.P. Acthar Gel
|
$
|
1,195.1
|
|
|
$
|
1,160.4
|
|
|
3.0
|
%
|
Inomax
|
505.2
|
|
|
474.3
|
|
|
6.5
|
|
||
Ofirmev
|
302.5
|
|
|
284.3
|
|
|
6.4
|
|
||
Therakos
|
214.9
|
|
|
207.6
|
|
|
3.5
|
|
||
Hemostasis products
|
55.1
|
|
|
42.5
|
|
|
29.6
|
|
||
Other
|
52.5
|
|
|
131.5
|
|
|
(60.1
|
)
|
||
Specialty Brands
|
$
|
2,325.3
|
|
|
$
|
2,300.6
|
|
|
1.1
|
|
|
Fiscal Year Ended
|
|
|
|||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
654.1
|
|
|
$
|
870.5
|
|
|
(24.9
|
)%
|
Europe, Middle East and Africa
|
112.5
|
|
|
87.0
|
|
|
29.3
|
|
||
Other
|
72.9
|
|
|
67.7
|
|
|
7.7
|
|
||
Net sales
|
$
|
839.5
|
|
|
$
|
1,025.2
|
|
|
(18.1
|
)
|
|
Fiscal Year Ended
|
|
|
|||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
Percentage Change
|
|||||
Hydrocodone (API) and hydrocodone-containing tablets
|
$
|
85.3
|
|
|
$
|
146.5
|
|
|
(41.8
|
)%
|
Oxycodone (API) and oxycodone-containing tablets
|
78.8
|
|
|
126.2
|
|
|
(37.6
|
)
|
||
Methylphenidate ER
|
71.7
|
|
|
103.5
|
|
|
(30.7
|
)
|
||
Other controlled substances
|
409.6
|
|
|
468.1
|
|
|
(12.5
|
)
|
||
Other
|
194.1
|
|
|
180.9
|
|
|
7.3
|
|
||
Specialty Generics
|
$
|
839.5
|
|
|
$
|
1,025.2
|
|
|
(18.1
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
||||||||
Specialty Brands
|
$
|
1,155.2
|
|
49.7
|
%
|
|
$
|
1,166.2
|
|
50.7
|
%
|
Specialty Generics
|
231.5
|
|
27.6
|
|
|
376.1
|
|
36.7
|
|
||
Segment operating income
|
1,386.7
|
|
43.8
|
|
|
1,542.3
|
|
46.4
|
|
||
Unallocated amounts:
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(172.0
|
)
|
|
|
(169.8
|
)
|
|
||||
Intangible asset amortization
|
(694.5
|
)
|
|
|
(700.1
|
)
|
|
||||
Restructuring and related charges, net
(1)
|
(36.4
|
)
|
|
|
(38.2
|
)
|
|
||||
Non-restructuring impairment charges
|
(63.7
|
)
|
|
|
(16.9
|
)
|
|
||||
Total operating income
|
$
|
420.1
|
|
|
|
$
|
617.3
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation.
|
|
Fiscal Year Ended
|
|
|
|||||||
|
September 30, 2016
|
|
September 25, 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)
|
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 Ended
|
|
|
|||||||
|
September 30, 2016
|
|
September 25, 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 Ended
|
|
|
|||||||
|
September 30, 2016
|
|
September 25, 2015
|
|
Percentage
Change |
|||||
H.P. Acthar Gel
|
$
|
1,160.4
|
|
|
$
|
1,037.3
|
|
|
11.9
|
%
|
Inomax
|
474.3
|
|
|
185.2
|
|
|
156.1
|
|
||
Ofirmev
|
284.3
|
|
|
263.0
|
|
|
8.1
|
|
||
Therakos
|
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 Ended
|
|
|
|||||||
|
September 30, 2016
|
|
September 25, 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 Ended
|
|
|
|||||||
|
September 30, 2016
|
|
September 25, 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
|
)
|
||
Methylphendiate 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 Ended
|
||||||||||
|
September 30, 2016
|
|
September 25, 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
|
$
|
617.3
|
|
|
|
$
|
353.8
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation.
|
|
Three Months Ended
|
|
|
|||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
Percentage
Change
|
|||||
Specialty Brands
|
$
|
603.1
|
|
|
$
|
543.2
|
|
|
11.0
|
%
|
Specialty Generics
|
212.9
|
|
|
257.6
|
|
|
(17.4
|
)
|
||
Net sales of operating segments
|
816.0
|
|
|
800.8
|
|
|
1.9
|
|
||
Other
(1)
|
13.9
|
|
|
10.4
|
|
|
33.7
|
|
||
Net sales
|
$
|
829.9
|
|
|
$
|
811.2
|
|
|
2.3
|
|
(1)
|
Represents historical CMDS-related intercompany transactions that represent Mallinckrodt continuing operations under an ongoing supply agreement with the acquirer of the CMDS business.
|
|
Three Months Ended
|
|
|
|||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
585.2
|
|
|
$
|
524.8
|
|
|
11.5
|
%
|
Europe, Middle East and Africa
|
16.2
|
|
|
17.0
|
|
|
(4.7
|
)
|
||
Other
|
1.7
|
|
|
1.4
|
|
|
21.4
|
|
||
Net sales
|
$
|
603.1
|
|
|
$
|
543.2
|
|
|
11.0
|
|
|
Three Months Ended
|
|
|
|||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
Percentage
Change |
|||||
H.P. Acthar Gel
|
$
|
325.4
|
|
|
$
|
286.7
|
|
|
13.5
|
%
|
Inomax
|
118.3
|
|
|
110.8
|
|
|
6.8
|
|
||
Ofirmev
|
72.5
|
|
|
66.9
|
|
|
8.4
|
|
||
Therakos
|
47.4
|
|
|
50.4
|
|
|
(6.0
|
)
|
||
Hemostasis products
|
13.4
|
|
|
—
|
|
|
—
|
|
||
Other
|
26.1
|
|
|
28.4
|
|
|
(8.1
|
)
|
||
Specialty Brands
|
$
|
603.1
|
|
|
$
|
543.2
|
|
|
11.0
|
|
|
Three Months Ended
|
|
|
|||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
Percentage
Change
|
|||||
U.S.
|
$
|
178.5
|
|
|
$
|
215.3
|
|
|
(17.1
|
)%
|
Europe, Middle East and Africa
|
22.7
|
|
|
22.1
|
|
|
2.7
|
|
||
Other
|
11.7
|
|
|
20.2
|
|
|
(42.1
|
)
|
||
Net sales
|
$
|
212.9
|
|
|
$
|
257.6
|
|
|
(17.4
|
)
|
|
Three Months Ended
|
|
|
|||||||
|
December 30, 2016
|
|
December 25, 2015
|
|
Percentage
Change |
|||||
Hydrocodone (API) and hydrocodone-containing tablets
|
$
|
23.2
|
|
|
$
|
36.7
|
|
|
(36.8
|
)%
|
Oxycodone (API) and oxycodone-containing tablets
|
24.3
|
|
|
28.9
|
|
|
(15.9
|
)
|
||
Methylphendiate ER
|
22.0
|
|
|
31.2
|
|
|
(29.5
|
)
|
||
Other controlled substances
|
104.9
|
|
|
109.7
|
|
|
(4.4
|
)
|
||
Other
|
38.5
|
|
|
51.1
|
|
|
(24.7
|
)
|
||
Specialty Generics
|
$
|
212.9
|
|
|
$
|
257.6
|
|
|
(17.4
|
)
|
|
Three Months Ended
|
||||||||||
|
December 30, 2016
|
|
December 25, 2015
|
||||||||
Specialty Brands
|
$
|
317.2
|
|
52.6
|
%
|
|
$
|
269.1
|
|
49.5
|
%
|
Specialty Generics
|
52.7
|
|
24.8
|
|
|
115.2
|
|
44.7
|
|
||
Segment operating income
|
369.9
|
|
45.3
|
|
|
384.3
|
|
48.0
|
|
||
Unallocated amounts:
|
|
|
|
|
|
||||||
Corporate and allocated expenses
|
(181.4
|
)
|
|
|
(44.6
|
)
|
|
||||
Intangible asset amortization
|
(175.7
|
)
|
|
|
(173.4
|
)
|
|
||||
Restructuring and related charges, net
(1)
|
(5.3
|
)
|
|
|
(4.2
|
)
|
|
||||
Non-restructuring impairment charges
|
(214.3
|
)
|
|
|
—
|
|
|
||||
Total operating (loss) income
|
$
|
(206.8
|
)
|
|
|
$
|
162.1
|
|
|
(1)
|
Includes restructuring-related accelerated depreciation.
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
|
December 25, 2015
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
727.3
|
|
|
$
|
1,184.6
|
|
|
$
|
930.5
|
|
|
$
|
195.6
|
|
|
$
|
311.4
|
|
Investing activities
|
318.4
|
|
|
(155.6
|
)
|
|
(2,299.7
|
)
|
|
(77.2
|
)
|
|
215.4
|
|
|||||
Financing activities
|
(130.2
|
)
|
|
(1,162.3
|
)
|
|
1,035.8
|
|
|
(53.9
|
)
|
|
(369.5
|
)
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
2.5
|
|
|
0.3
|
|
|
(11.6
|
)
|
|
(3.0
|
)
|
|
(1.5
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
$
|
918.0
|
|
|
$
|
(133.0
|
)
|
|
$
|
(345.0
|
)
|
|
$
|
61.5
|
|
|
$
|
155.8
|
|
|
December 29, 2017
|
||
Variable-rate instruments:
|
|
||
Term loan due September 2024
|
$
|
1,851.2
|
|
Receivable Securitization program
|
200.0
|
|
|
Revolving credit facility
(1)
|
900.0
|
|
|
Fixed-rate instruments
|
3,855.4
|
|
|
Capital lease obligations
|
0.2
|
|
|
Debt principal
|
$
|
6,806.8
|
|
(1)
|
Our revolving credit facility was fully drawn as of December 29, 2017.
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Long-term debt obligations
|
$
|
6,806.6
|
|
|
$
|
314.0
|
|
|
$
|
937.4
|
|
|
$
|
1,836.3
|
|
|
$
|
3,718.9
|
|
Interest on long-term debt obligations
(1)
|
1,730.7
|
|
|
299.4
|
|
|
601.0
|
|
|
544.5
|
|
|
285.8
|
|
|||||
Capital lease obligations
(1)
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
150.9
|
|
|
23.1
|
|
|
36.6
|
|
|
29.6
|
|
|
61.6
|
|
|||||
Purchase obligations
(2)
|
311.7
|
|
|
122.6
|
|
|
133.2
|
|
|
31.5
|
|
|
24.4
|
|
|||||
Total contractual obligations
|
$
|
9,000.1
|
|
|
$
|
759.3
|
|
|
$
|
1,708.2
|
|
|
$
|
2,441.9
|
|
|
$
|
4,090.7
|
|
(1)
|
Interest on long-term debt obligations and capital lease obligations are projected for future periods using interest rates in effect as of
December 29, 2017
. 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 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
|
|
||||
Provisions
|
491.3
|
|
|
5.6
|
|
|
18.4
|
|
|
515.3
|
|
||||
Payments or credits
|
(468.0
|
)
|
|
(13.2
|
)
|
|
(20.8
|
)
|
|
(502.0
|
)
|
||||
Balance at December 30, 2016
|
349.1
|
|
|
31.4
|
|
|
10.8
|
|
|
391.3
|
|
||||
Provisions
|
1,897.2
|
|
|
38.7
|
|
|
72.6
|
|
|
2,008.5
|
|
||||
Payments or credits
|
(1,918.9
|
)
|
|
(35.6
|
)
|
|
(68.7
|
)
|
|
(2,023.2
|
)
|
||||
Balance at December 29, 2017
|
$
|
327.4
|
|
|
$
|
34.5
|
|
|
$
|
14.7
|
|
|
$
|
376.6
|
|
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 December 29, 2017, September 30, 2016 and September 25, 2015 and the three months ended December 30, 2016.
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended December 29, 2017, September 30, 2016 and September 25, 2015 and the three months ended December 30, 2016.
|
|
Consolidated Balance Sheets as of December 29, 2017 and December 30, 2016.
|
|
Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2017, September 30, 2016 and September 25, 2015 and the three months ended December 30, 2016.
|
|
Consolidated Statement of Changes in Shareholders' Equity for the period from September 26, 2014 to December 29, 2017.
|
|
Notes to Consolidated Financial Statements.
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016 |
||||||||
Net sales
|
$
|
3,221.6
|
|
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
829.9
|
|
Cost of sales
|
1,565.3
|
|
|
1,525.8
|
|
|
1,300.2
|
|
|
384.1
|
|
||||
Gross profit
|
1,656.3
|
|
|
1,855.0
|
|
|
1,622.9
|
|
|
445.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
920.9
|
|
|
925.3
|
|
|
1,023.8
|
|
|
368.3
|
|
||||
Research and development expenses
|
277.3
|
|
|
262.2
|
|
|
203.3
|
|
|
66.2
|
|
||||
Restructuring charges, net
|
31.2
|
|
|
33.3
|
|
|
45.0
|
|
|
3.8
|
|
||||
Non-restructuring impairment charges
|
63.7
|
|
|
16.9
|
|
|
—
|
|
|
214.3
|
|
||||
Gain on divestiture and license
|
(56.9
|
)
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
||||
Operating income (loss)
|
420.1
|
|
|
617.3
|
|
|
353.8
|
|
|
(206.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(369.1
|
)
|
|
(384.6
|
)
|
|
(255.6
|
)
|
|
(91.3
|
)
|
||||
Interest income
|
4.6
|
|
|
1.3
|
|
|
1.0
|
|
|
0.5
|
|
||||
Other income (expense), net
|
6.0
|
|
|
(0.6
|
)
|
|
8.1
|
|
|
(0.9
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
61.6
|
|
|
233.4
|
|
|
107.3
|
|
|
(298.5
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Benefit from income taxes
|
(1,709.6
|
)
|
|
(255.6
|
)
|
|
(129.3
|
)
|
|
(121.7
|
)
|
||||
Income (loss) from continuing operations
|
1,771.2
|
|
|
489.0
|
|
|
236.6
|
|
|
(176.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations, net of tax expense of $5.4, $43.5, $47.9 and $15.3
|
363.2
|
|
|
154.7
|
|
|
88.1
|
|
|
23.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
2,134.4
|
|
|
$
|
643.7
|
|
|
$
|
324.7
|
|
|
$
|
(153.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share (Note 9):
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
18.13
|
|
|
$
|
4.42
|
|
|
$
|
2.03
|
|
|
$
|
(1.67
|
)
|
Income from discontinued operations, net of income taxes
|
3.72
|
|
|
1.40
|
|
|
0.75
|
|
|
0.22
|
|
||||
Net income (loss)
|
$
|
21.85
|
|
|
$
|
5.82
|
|
|
$
|
2.78
|
|
|
$
|
(1.45
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
97.7
|
|
|
110.6
|
|
|
115.8
|
|
|
105.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share (Note 9):
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
18.09
|
|
|
$
|
4.39
|
|
|
$
|
2.00
|
|
|
$
|
(1.67
|
)
|
Income from discontinued operations, net of income taxes
|
3.71
|
|
|
1.39
|
|
|
0.75
|
|
|
0.22
|
|
||||
Net income (loss)
|
$
|
21.80
|
|
|
$
|
5.77
|
|
|
$
|
2.75
|
|
|
$
|
(1.45
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted-average shares outstanding
|
97.9
|
|
|
111.5
|
|
|
117.2
|
|
|
105.7
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016 |
||||||||
Net income (loss)
|
$
|
2,134.4
|
|
|
$
|
643.7
|
|
|
$
|
324.7
|
|
|
$
|
(153.2
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
11.3
|
|
|
(58.6
|
)
|
|
(70.8
|
)
|
|
(21.1
|
)
|
||||
Unrecognized gain on derivatives, net of tax expense of $0.3, $0.2, $0.2 and $-
|
1.0
|
|
|
0.5
|
|
|
0.4
|
|
|
0.2
|
|
||||
Unrecognized gain (loss) on benefit plans, net of tax expense (benefit) of $30.8, ($15.0), ($2.1) and ($19.3)
|
45.8
|
|
|
(28.4
|
)
|
|
5.6
|
|
|
34.0
|
|
||||
Unrecognized gain on investments
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total other comprehensive income (loss), net of tax
|
59.6
|
|
|
(86.5
|
)
|
|
(64.8
|
)
|
|
13.1
|
|
||||
Comprehensive income (loss)
|
$
|
2,194.0
|
|
|
$
|
557.2
|
|
|
$
|
259.9
|
|
|
$
|
(140.1
|
)
|
|
December 29,
2017 |
|
December 30,
2016 |
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,260.9
|
|
|
$
|
342.0
|
|
Accounts receivable, less allowance for doubtful accounts of $3.9 and $4.0
|
445.8
|
|
|
431.0
|
|
||
Inventories
|
340.4
|
|
|
350.7
|
|
||
Prepaid expenses and other current assets
|
84.1
|
|
|
131.9
|
|
||
Notes receivable
|
154.0
|
|
|
—
|
|
||
Current assets held for sale
|
—
|
|
|
310.9
|
|
||
Total current assets
|
2,285.2
|
|
|
1,566.5
|
|
||
Property, plant and equipment, net
|
966.8
|
|
|
881.5
|
|
||
Goodwill
|
3,482.7
|
|
|
3,498.1
|
|
||
Intangible assets, net
|
8,375.0
|
|
|
9,000.5
|
|
||
Other assets
|
171.2
|
|
|
259.7
|
|
||
Total Assets
|
$
|
15,280.9
|
|
|
$
|
15,206.3
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
313.7
|
|
|
$
|
271.2
|
|
Accounts payable
|
113.3
|
|
|
112.1
|
|
||
Accrued payroll and payroll-related costs
|
98.5
|
|
|
76.1
|
|
||
Accrued interest
|
57.0
|
|
|
68.7
|
|
||
Income taxes payable
|
15.8
|
|
|
101.7
|
|
||
Accrued and other current liabilities
|
452.1
|
|
|
557.1
|
|
||
Current liabilities held for sale
|
—
|
|
|
120.3
|
|
||
Total current liabilities
|
1,050.4
|
|
|
1,307.2
|
|
||
Long-term debt
|
6,420.9
|
|
|
5,880.8
|
|
||
Pension and postretirement benefits
|
67.1
|
|
|
136.4
|
|
||
Environmental liabilities
|
73.2
|
|
|
73.0
|
|
||
Deferred income taxes
|
689.0
|
|
|
2,398.1
|
|
||
Other income tax liabilities
|
94.1
|
|
|
70.4
|
|
||
Other liabilities
|
364.2
|
|
|
356.1
|
|
||
Total Liabilities
|
8,758.9
|
|
|
10,222.0
|
|
||
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; 92,196,662 and 118,182,944 issued; 86,336,232 and 104,667,545 outstanding
|
18.4
|
|
|
23.6
|
|
||
Ordinary shares held in treasury at cost, 5,860,430 and 13,515,399
|
(1,564.7
|
)
|
|
(919.8
|
)
|
||
Additional paid-in capital
|
5,492.6
|
|
|
5,424.0
|
|
||
Retained earnings
|
2,588.6
|
|
|
529.0
|
|
||
Accumulated other comprehensive income
|
(12.9
|
)
|
|
(72.5
|
)
|
||
Total Shareholders' Equity
|
6,522.0
|
|
|
4,984.3
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
15,280.9
|
|
|
$
|
15,206.3
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
2,134.4
|
|
|
$
|
643.7
|
|
|
$
|
324.7
|
|
|
$
|
(153.2
|
)
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
808.3
|
|
|
834.5
|
|
|
672.5
|
|
|
203.2
|
|
||||
Share-based compensation
|
59.2
|
|
|
42.9
|
|
|
117.0
|
|
|
11.0
|
|
||||
Deferred income taxes
|
(1,744.1
|
)
|
|
(432.9
|
)
|
|
(191.6
|
)
|
|
(204.3
|
)
|
||||
Non-cash impairment charges
|
63.7
|
|
|
16.9
|
|
|
—
|
|
|
214.3
|
|
||||
Inventory provisions
|
34.1
|
|
|
29.2
|
|
|
—
|
|
|
8.5
|
|
||||
Gain on disposal of discontinued operations
|
(418.1
|
)
|
|
(95.3
|
)
|
|
—
|
|
|
—
|
|
||||
Other non-cash items
|
(21.4
|
)
|
|
29.6
|
|
|
(25.5
|
)
|
|
(9.2
|
)
|
||||
Changes in assets and liabilities, net of the effects of acquisitions:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
(16.2
|
)
|
|
31.2
|
|
|
0.7
|
|
|
36.5
|
|
||||
Inventories
|
(23.6
|
)
|
|
(17.3
|
)
|
|
61.3
|
|
|
(26.3
|
)
|
||||
Accounts payable
|
(25.8
|
)
|
|
(9.7
|
)
|
|
20.4
|
|
|
5.4
|
|
||||
Income taxes
|
(34.2
|
)
|
|
93.9
|
|
|
30.2
|
|
|
0.6
|
|
||||
Other
|
(89.0
|
)
|
|
17.9
|
|
|
(79.2
|
)
|
|
109.1
|
|
||||
Net cash from operating activities
|
727.3
|
|
|
1,184.6
|
|
|
930.5
|
|
|
195.6
|
|
||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(186.1
|
)
|
|
(182.9
|
)
|
|
(148.0
|
)
|
|
(65.2
|
)
|
||||
Acquisitions and intangibles, net of cash acquired
|
(76.3
|
)
|
|
(245.4
|
)
|
|
(2,154.7
|
)
|
|
(1.8
|
)
|
||||
Proceeds from disposal of discontinued operations, net of cash
|
576.9
|
|
|
266.7
|
|
|
—
|
|
|
—
|
|
||||
Other
|
3.9
|
|
|
6.0
|
|
|
3.0
|
|
|
(10.2
|
)
|
||||
Net cash from investing activities
|
318.4
|
|
|
(155.6
|
)
|
|
(2,299.7
|
)
|
|
(77.2
|
)
|
||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
||||||||
Issuance of external debt
|
1,465.0
|
|
|
98.3
|
|
|
3,010.0
|
|
|
190.0
|
|
||||
Repayment of external debt and capital leases
|
(917.2
|
)
|
|
(568.6
|
)
|
|
(1,848.4
|
)
|
|
(86.7
|
)
|
||||
Debt financing costs
|
(12.7
|
)
|
|
(0.1
|
)
|
|
(39.9
|
)
|
|
—
|
|
||||
Proceeds from exercise of share options
|
4.1
|
|
|
14.0
|
|
|
34.4
|
|
|
0.4
|
|
||||
Repurchase of shares
|
(651.7
|
)
|
|
(652.9
|
)
|
|
(92.2
|
)
|
|
(158.8
|
)
|
||||
Other
|
(17.7
|
)
|
|
(53.0
|
)
|
|
(28.1
|
)
|
|
1.2
|
|
||||
Net cash from financing activities
|
(130.2
|
)
|
|
(1,162.3
|
)
|
|
1,035.8
|
|
|
(53.9
|
)
|
||||
Effect of currency rate changes on cash
|
2.5
|
|
|
0.3
|
|
|
(11.6
|
)
|
|
(3.0
|
)
|
||||
Net change in cash, cash equivalents and restricted cash
|
918.0
|
|
|
(133.0
|
)
|
|
(345.0
|
)
|
|
61.5
|
|
||||
Cash, cash equivalents and restricted cash at beginning of period
|
361.1
|
|
|
432.6
|
|
|
777.6
|
|
|
299.6
|
|
||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,279.1
|
|
|
$
|
299.6
|
|
|
$
|
432.6
|
|
|
$
|
361.1
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents at end of period
|
$
|
1,260.9
|
|
|
$
|
280.5
|
|
|
$
|
365.9
|
|
|
$
|
342.0
|
|
Restricted cash included in prepaid expenses and other assets at end of period
|
—
|
|
|
0.1
|
|
|
47.7
|
|
|
0.1
|
|
||||
Restricted cash included in other long-term assets at end of period
|
18.2
|
|
|
19.0
|
|
|
19.0
|
|
|
19.0
|
|
||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,279.1
|
|
|
$
|
299.6
|
|
|
$
|
432.6
|
|
|
$
|
361.1
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
339.1
|
|
|
$
|
332.4
|
|
|
$
|
200.5
|
|
|
$
|
95.4
|
|
Cash paid for income taxes, net
|
73.4
|
|
|
165.4
|
|
|
123.8
|
|
|
95.6
|
|
|
Ordinary Shares
|
|
Treasury Shares
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||
|
Number
|
|
Par
Value
|
|
Number
|
|
Amount
|
|
|||||||||||||||||||||
Balance at September 26, 2014
|
116.2
|
|
|
$
|
23.2
|
|
|
0.2
|
|
|
$
|
(17.5
|
)
|
|
$
|
5,172.4
|
|
|
$
|
(285.8
|
)
|
|
$
|
65.7
|
|
|
$
|
4,958.0
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.6
|
)
|
|
(58.6
|
)
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
||||||
Minimum pension liability, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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 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
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153.2
|
)
|
|
—
|
|
|
(153.2
|
)
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.1
|
)
|
|
(21.1
|
)
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||||
Minimum pension liability, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.0
|
|
|
34.0
|
|
||||||
Share options exercised
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Vesting of restricted shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||||
Reissuance of Treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
1.2
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
2.5
|
|
|
(158.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158.8
|
)
|
||||||
Balance at December 30, 2016
|
118.2
|
|
|
$
|
23.6
|
|
|
13.5
|
|
|
$
|
(919.8
|
)
|
|
$
|
5,424.0
|
|
|
$
|
529.0
|
|
|
$
|
(72.5
|
)
|
|
$
|
4,984.3
|
|
Impact of accounting standard adoptions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.1
|
)
|
|
—
|
|
|
(72.1
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,134.4
|
|
|
—
|
|
|
2,134.4
|
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
11.3
|
|
||||||
Change in derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||||
Minimum pension liability, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.8
|
|
|
45.8
|
|
||||||
Unrecognized gain on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||||
Share options exercised
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||||
Vesting of restricted shares
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Shares canceled
|
(26.5
|
)
|
|
(5.3
|
)
|
|
(26.5
|
)
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.2
|
|
|
—
|
|
|
—
|
|
|
59.2
|
|
||||||
Reissuance of Treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
4.1
|
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
18.9
|
|
|
(651.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(651.7
|
)
|
||||||
Balance at December 29, 2017
|
92.2
|
|
|
$
|
18.4
|
|
|
5.9
|
|
|
$
|
(1,564.7
|
)
|
|
$
|
5,492.6
|
|
|
$
|
2,588.6
|
|
|
$
|
(12.9
|
)
|
|
$
|
6,522.0
|
|
1.
|
Background and Basis of Presentation
|
•
|
Specialty Brands
includes branded medicines; and
|
•
|
Specialty Generics
includes specialty generic drugs, active pharmaceutical ingredients ("API") and external manufacturing.
|
2.
|
Transition Period
|
Consolidated Statements of Income
|
Three Months Ended
|
||||||
|
December 30, 2016 |
|
(unaudited)
December 25, 2015 |
||||
Net sales
|
$
|
829.9
|
|
|
$
|
811.2
|
|
Cost of sales
|
384.1
|
|
|
360.3
|
|
||
Gross profit
|
445.8
|
|
|
450.9
|
|
||
|
|
|
|
||||
Selling, general and administrative expenses
|
368.3
|
|
|
223.3
|
|
||
Research and development expenses
|
66.2
|
|
|
61.4
|
|
||
Restructuring charges, net
|
3.8
|
|
|
4.1
|
|
||
Non-restructuring impairment charges
|
214.3
|
|
|
—
|
|
||
Operating (loss) income
|
(206.8
|
)
|
|
162.1
|
|
||
|
|
|
|
||||
Interest expense
|
(91.3
|
)
|
|
(97.8
|
)
|
||
Interest income
|
0.5
|
|
|
0.2
|
|
||
Other (expense) income, net
|
(0.9
|
)
|
|
2.0
|
|
||
(Loss) income from continuing operations before income taxes
|
(298.5
|
)
|
|
66.5
|
|
||
|
|
|
|
||||
Benefit from income taxes
|
(121.7
|
)
|
|
(37.3
|
)
|
||
(Loss) income from continuing operations
|
(176.8
|
)
|
|
103.8
|
|
||
|
|
|
|
||||
Income from discontinued operations
|
23.6
|
|
|
107.3
|
|
||
|
|
|
|
||||
Net (loss) income
|
$
|
(153.2
|
)
|
|
$
|
211.1
|
|
|
|
|
|
||||
Basic earnings per share (Note 9):
|
|
|
|
||||
(Loss) income from continuing operations
|
$
|
(1.67
|
)
|
|
$
|
0.90
|
|
Income from discontinued operations, net of income taxes
|
0.22
|
|
|
0.93
|
|
||
Net (loss) income
|
$
|
(1.45
|
)
|
|
$
|
1.83
|
|
|
|
|
|
||||
Basic weighted-average shares outstanding
|
105.7
|
|
|
115.4
|
|
||
|
|
|
|
||||
Diluted earnings per share (Note 9):
|
|
|
|
||||
(Loss) income from continuing operations
|
$
|
(1.67
|
)
|
|
$
|
0.89
|
|
Income from discontinued operations, net of income taxes
|
0.22
|
|
|
0.92
|
|
||
Net (loss) income
|
$
|
(1.45
|
)
|
|
$
|
1.82
|
|
|
|
|
|
||||
Diluted weighted-average shares outstanding
|
105.7
|
|
|
116.3
|
|
Consolidated Statements of Cash Flows
|
Three Months Ended
|
||||||
|
December 30, 2016
|
|
(unaudited) December 25, 2015
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(153.2
|
)
|
|
$
|
211.1
|
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
203.2
|
|
|
206.0
|
|
||
Share-based compensation
|
11.0
|
|
|
8.5
|
|
||
Deferred income taxes
|
(204.3
|
)
|
|
(108.9
|
)
|
||
Non-cash impairment charges
|
214.3
|
|
|
—
|
|
||
Inventory provisions
|
8.5
|
|
|
1.2
|
|
||
Gain on disposal of discontinued operations
|
—
|
|
|
(97.0
|
)
|
||
Other non-cash items
|
(9.2
|
)
|
|
2.9
|
|
||
Changes in assets and liabilities, net of the effects of acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
36.5
|
|
|
68.4
|
|
||
Inventories
|
(26.3
|
)
|
|
(14.5
|
)
|
||
Accounts payable
|
5.4
|
|
|
(13.0
|
)
|
||
Income taxes
|
0.6
|
|
|
82.3
|
|
||
Other
|
109.1
|
|
|
(35.6
|
)
|
||
Net cash from operating activities
|
195.6
|
|
|
311.4
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(65.2
|
)
|
|
(49.0
|
)
|
||
Acquisitions and intangibles, net of cash acquired
|
(1.8
|
)
|
|
—
|
|
||
Proceeds from disposal of discontinued operations, net of cash
|
—
|
|
|
263.7
|
|
||
Other
|
(10.2
|
)
|
|
0.7
|
|
||
Net cash from investing activities
|
(77.2
|
)
|
|
215.4
|
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Issuance of external debt
|
190.0
|
|
|
62.0
|
|
||
Repayment of external debt and capital leases
|
(86.7
|
)
|
|
(129.6
|
)
|
||
Debt financing costs
|
—
|
|
|
(0.1
|
)
|
||
Proceeds from exercise of share options
|
0.4
|
|
|
3.6
|
|
||
Repurchase of shares
|
(158.8
|
)
|
|
(275.4
|
)
|
||
Other
|
1.2
|
|
|
(30.0
|
)
|
||
Net cash from financing activities
|
(53.9
|
)
|
|
(369.5
|
)
|
||
Effect of currency rate changes on cash
|
(3.0
|
)
|
|
(1.5
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
61.5
|
|
|
155.8
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
299.6
|
|
|
432.6
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
361.1
|
|
|
$
|
588.4
|
|
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
342.0
|
|
|
$
|
521.9
|
|
Restricted cash included in prepaid expenses and other assets at end of period
|
$
|
0.1
|
|
|
$
|
47.5
|
|
Restricted cash included in other long-term assets at end of period
|
$
|
19.0
|
|
|
$
|
19.0
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
361.1
|
|
|
$
|
588.4
|
|
3.
|
Summary of Significant Accounting Policies
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Shipping and handling costs
|
$
|
13.9
|
|
|
$
|
12.4
|
|
|
$
|
11.6
|
|
|
$
|
3.4
|
|
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
|
7
|
to
|
30 years
|
Trademarks
|
13
|
to
|
30 years
|
Customer relationships
|
|
|
12 years
|
4.
|
Recently Issued Accounting Standards
|
5.
|
Discontinued Operations and Divestitures
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
Major line items constituting income from discontinued operations
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Net sales
|
$
|
31.6
|
|
|
$
|
418.6
|
|
|
$
|
423.8
|
|
|
$
|
99.4
|
|
Cost of sales
|
15.6
|
|
|
216.6
|
|
|
193.1
|
|
|
44.7
|
|
||||
Selling, general and administrative
|
7.8
|
|
|
83.7
|
|
|
89.6
|
|
|
16.4
|
|
||||
Restructuring charges, net
|
—
|
|
|
2.3
|
|
|
(4.6
|
)
|
|
—
|
|
||||
Other
|
(0.2
|
)
|
|
5.7
|
|
|
37.7
|
|
|
0.2
|
|
||||
Income from discontinued operations
|
8.4
|
|
|
110.3
|
|
|
108.0
|
|
|
38.1
|
|
||||
Gain on disposal of discontinued operations
|
362.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from discontinued operations, before income taxes
|
371.2
|
|
|
110.3
|
|
|
108.0
|
|
|
38.1
|
|
||||
Income tax expense
|
5.2
|
|
|
49.0
|
|
|
36.4
|
|
|
15.3
|
|
||||
Income from discontinued operations, net of tax
|
$
|
366.0
|
|
|
$
|
61.3
|
|
|
$
|
71.6
|
|
|
$
|
22.8
|
|
|
December 29, 2017
|
|
December 30, 2016
|
||||
Carrying amounts of major classes of assets included as part of discontinued operations
|
|
|
|
||||
Accounts receivable
|
$
|
—
|
|
|
$
|
49.6
|
|
Inventories
|
—
|
|
|
20.0
|
|
||
Property, plant and equipment, net
|
—
|
|
|
188.7
|
|
||
Other current and non-current assets
|
—
|
|
|
52.6
|
|
||
Total assets classified as held for sale in the balance sheet
|
$
|
—
|
|
|
$
|
310.9
|
|
|
|
|
|
||||
Carrying amounts of major classes of liabilities included as part of discontinued operations
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
19.7
|
|
Other current and non-current liabilities
|
—
|
|
|
100.6
|
|
||
Total liabilities classified as held for sale in the balance sheet
|
$
|
—
|
|
|
$
|
120.3
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Depreciation
|
$
|
—
|
|
|
$
|
20.9
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
Capital expenditures
|
0.3
|
|
|
9.7
|
|
|
7.6
|
|
|
2.0
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
Major line items constituting (loss) income from discontinued operations
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Net sales
|
$
|
—
|
|
|
$
|
61.0
|
|
|
$
|
413.8
|
|
|
$
|
—
|
|
Cost of sales
|
—
|
|
|
46.9
|
|
|
306.4
|
|
|
—
|
|
||||
Selling, general and administrative
|
—
|
|
|
20.3
|
|
|
97.5
|
|
|
—
|
|
||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Other
|
—
|
|
|
1.2
|
|
|
4.7
|
|
|
—
|
|
||||
(Loss) income from discontinued operations
|
—
|
|
|
(7.4
|
)
|
|
4.9
|
|
|
—
|
|
||||
Gain on disposal of discontinued operations
|
—
|
|
|
95.3
|
|
|
—
|
|
|
—
|
|
||||
(Loss) income from discontinued operations, before income taxes
|
—
|
|
|
87.9
|
|
|
4.9
|
|
|
—
|
|
||||
Income tax (benefit) expense
|
—
|
|
|
(2.5
|
)
|
|
10.8
|
|
|
—
|
|
||||
(Loss) income from discontinued operations net of tax
|
$
|
—
|
|
|
$
|
90.4
|
|
|
$
|
(5.9
|
)
|
|
$
|
—
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Depreciation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
|
$
|
—
|
|
Amortization
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||
Capital expenditures
|
—
|
|
|
1.6
|
|
|
9.5
|
|
|
—
|
|
6.
|
Acquisitions and License Agreements
|
|
Ocera
(2)
|
|
InfaCare
(2)
|
|
Stratatech
|
|
Hemostasis
(1)
|
|
Therakos
|
|
Ikaria
|
||||||||||||
Acquisition Date
|
December 2017
|
|
September 2017
|
|
August 2016
|
|
February 2016
|
|
September 2015
|
|
April 2015
|
||||||||||||
Cash
|
$
|
1.0
|
|
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
$
|
3.3
|
|
|
$
|
41.3
|
|
|
$
|
77.3
|
|
Accounts receivable
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
22.0
|
|
|
73.8
|
|
||||||
Inventory
|
—
|
|
|
—
|
|
|
—
|
|
|
94.6
|
|
|
23.5
|
|
|
26.3
|
|
||||||
Intangible assets
|
64.5
|
|
|
113.5
|
|
|
99.8
|
|
|
132.7
|
|
|
1,170.0
|
|
|
1,971.0
|
|
||||||
Goodwill (non-tax deductible)
|
25.1
|
|
|
11.4
|
|
|
55.1
|
|
|
3.3
|
|
|
429.9
|
|
|
795.0
|
|
||||||
Other assets, current and non-current
|
0.4
|
|
|
0.1
|
|
|
1.9
|
|
|
7.9
|
|
|
18.2
|
|
|
100.5
|
|
||||||
Total assets acquired
|
91.0
|
|
|
126.3
|
|
|
158.3
|
|
|
241.8
|
|
|
1,704.9
|
|
|
3,043.9
|
|
||||||
Current liabilities
|
14.5
|
|
|
14.5
|
|
|
4.3
|
|
|
3.6
|
|
|
24.7
|
|
|
33.0
|
|
||||||
Other liabilities (non-current)
|
—
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|
0.6
|
|
|
15.8
|
|
||||||
Deferred tax liabilities, net (non-current)
|
23.2
|
|
|
8.7
|
|
|
22.1
|
|
|
2.1
|
|
|
315.7
|
|
|
620.5
|
|
||||||
Contingent consideration (non-current)
|
12.8
|
|
|
35.0
|
|
|
54.9
|
|
|
52.0
|
|
|
—
|
|
|
—
|
|
||||||
Total debt
|
—
|
|
|
30.0
|
|
|
1.0
|
|
|
—
|
|
|
344.8
|
|
|
1,121.0
|
|
||||||
Total liabilities assumed
|
50.5
|
|
|
88.2
|
|
|
82.3
|
|
|
68.3
|
|
|
685.8
|
|
|
1,790.3
|
|
||||||
Net assets acquired
|
$
|
40.5
|
|
|
$
|
38.1
|
|
|
$
|
76.0
|
|
|
$
|
173.5
|
|
|
$
|
1,019.1
|
|
|
$
|
1,253.6
|
|
(1)
|
During fiscal 2017, the Company recorded a non-restructuring impairment charge relating to one of its intangible assets and reduced the associated contingent consideration. Refer to Note 12 and 20, respectively, for further information.
|
(2)
|
The fair value allocations for these acquisitions are preliminary and subject to measurement period adjustments.
|
|
Ocera
|
|
InfaCare
|
|
Stratatech
|
|
Hemostasis
|
|
Therakos
|
|
Ikaria
|
||||||||||||
Total consideration, net of cash
|
$
|
63.4
|
|
|
$
|
71.8
|
|
|
$
|
130.7
|
|
|
$
|
222.2
|
|
|
$
|
977.8
|
|
|
$
|
1,176.3
|
|
Plus: cash assumed in acquisition
|
1.0
|
|
|
1.3
|
|
|
0.2
|
|
|
3.3
|
|
|
41.3
|
|
|
77.3
|
|
||||||
Total consideration
|
64.4
|
|
|
73.1
|
|
|
130.9
|
|
|
225.5
|
|
|
1,019.1
|
|
|
1,253.6
|
|
||||||
Less: unpaid purchase consideration
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Less: non-cash contingent consideration
|
(22.0
|
)
|
|
(35.0
|
)
|
|
(54.9
|
)
|
|
(52.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Net assets acquired
|
$
|
40.5
|
|
|
$
|
38.1
|
|
|
$
|
76.0
|
|
|
$
|
173.5
|
|
|
$
|
1,019.1
|
|
|
$
|
1,253.6
|
|
Acquisition
|
|
Intangible Asset Acquired
|
|
Amount
|
|
Amortization Period
|
|
Discount Rate
|
|||
Ocera
|
|
In-process research and development - MNK-6105
|
|
$
|
64.5
|
|
|
Non-Amortizable
|
|
15.5
|
%
|
InfaCare
|
|
In-process research and development - stannsoporfin
|
|
113.5
|
|
|
Non-Amortizable
|
|
13.5
|
%
|
|
Stratatech
|
|
In-process research and development - StrataGraft
|
|
99.8
|
|
|
Non-Amortizable
|
|
16.5
|
%
|
|
Hemostasis
|
|
Completed technology - Raplixa
(1)
|
|
73.0
|
|
|
15 years
|
|
17.0
|
%
|
|
Hemostasis
|
|
Completed technology - Recothrom
|
|
42.7
|
|
|
13 years
|
|
16.0
|
%
|
|
Hemostasis
|
|
Completed technology - PreveLeak
|
|
17.0
|
|
|
13 years
|
|
17.0
|
%
|
|
Therakos
|
|
Completed technology - Extracorporeal photopheresis treatment therapies
|
|
1,170.0
|
|
|
15 years
|
|
17.0
|
%
|
|
Ikaria
|
|
Completed technology
|
|
1,820.0
|
|
|
15 years
|
|
14.5
|
%
|
|
Ikaria
|
|
Trademark
|
|
70.0
|
|
|
22 years
|
|
14.5
|
%
|
|
Ikaria
|
|
In-process research and development - Terlipressin
|
|
81.0
|
|
|
Non-Amortizable
|
|
17.0
|
%
|
(1)
|
During fiscal 2017, the Company recorded a non-restructuring impairment charge relating to the Raplixa intangible asset. Refer to Note 12 for further information.
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
Net sales
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Ocera
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
InfaCare
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Therakos
|
214.9
|
|
|
207.6
|
|
|
—
|
|
|
47.4
|
|
||||
Ikaria
|
515.1
|
|
|
491.5
|
|
|
191.9
|
|
|
121.4
|
|
||||
Total
|
$
|
730.0
|
|
|
$
|
699.1
|
|
|
$
|
191.9
|
|
|
$
|
168.8
|
|
Operating income
|
|
|
|
|
|
|
|
||||||||
Ocera
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
InfaCare
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Therakos
|
27.0
|
|
|
12.5
|
|
|
—
|
|
|
9.2
|
|
||||
Ikaria
|
202.8
|
|
|
201.1
|
|
|
47.1
|
|
|
51.0
|
|
||||
Total
|
$
|
224.0
|
|
|
$
|
213.6
|
|
|
$
|
47.1
|
|
|
$
|
60.2
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
Intangible asset amortization
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Ocera
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
InfaCare
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Therakos
|
61.7
|
|
|
78.0
|
|
|
—
|
|
|
19.5
|
|
||||
Ikaria
|
124.5
|
|
|
124.5
|
|
|
57.1
|
|
|
31.1
|
|
||||
Total
|
$
|
186.2
|
|
|
$
|
202.5
|
|
|
$
|
57.1
|
|
|
$
|
50.6
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
Acquisition-related costs
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Ocera
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Xenon Licensing Agreement
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
InfaCare
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stratatech
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
||||
Hemostasis Products
|
—
|
|
|
2.7
|
|
|
—
|
|
|
0.1
|
|
||||
Therakos
|
—
|
|
|
0.3
|
|
|
22.5
|
|
|
—
|
|
||||
Ikaria
|
—
|
|
|
0.2
|
|
|
30.9
|
|
|
—
|
|
||||
Total acquisition-related costs
|
$
|
2.2
|
|
|
$
|
6.9
|
|
|
$
|
53.4
|
|
|
$
|
0.1
|
|
7.
|
Restructuring and Related Charges
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Specialty Brands
|
$
|
25.4
|
|
|
$
|
23.3
|
|
|
$
|
36.5
|
|
|
$
|
2.6
|
|
Specialty Generics
|
7.7
|
|
|
3.4
|
|
|
4.5
|
|
|
0.8
|
|
||||
Corporate
|
3.3
|
|
|
11.5
|
|
|
4.3
|
|
|
1.9
|
|
||||
Restructuring and related charges, net
|
36.4
|
|
|
38.2
|
|
|
45.3
|
|
|
5.3
|
|
||||
Less: accelerated depreciation
|
(5.2
|
)
|
|
(4.9
|
)
|
|
(0.3
|
)
|
|
(1.5
|
)
|
||||
Restructuring charges, net
|
$
|
31.2
|
|
|
$
|
33.3
|
|
|
$
|
45.0
|
|
|
$
|
3.8
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
2016 Mallinckrodt Program
|
$
|
36.2
|
|
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
2013 Mallinckrodt Program
|
(0.7
|
)
|
|
26.2
|
|
|
12.0
|
|
|
—
|
|
||||
Acquisition programs
|
0.9
|
|
|
3.7
|
|
|
33.6
|
|
|
0.1
|
|
||||
Other programs
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
||||
Total programs
|
36.4
|
|
|
38.2
|
|
|
45.3
|
|
|
5.3
|
|
||||
Less: non-cash charges, including impairments and accelerated share based compensation expense
|
(5.2
|
)
|
|
(4.9
|
)
|
|
(10.1
|
)
|
|
(1.5
|
)
|
||||
Total charges expected to be settled in cash
|
$
|
31.2
|
|
|
$
|
33.3
|
|
|
$
|
35.2
|
|
|
$
|
3.8
|
|
|
2016 Mallinckrodt Program
|
|
2013 Mallinckrodt Program
|
|
Acquisition Programs
|
|
Other Programs
|
|
Total
|
||||||||||
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
|
|
|||||
Charges from continuing operations
|
3.7
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
3.8
|
|
|||||
Cash payments
|
(0.4
|
)
|
|
(6.7
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(7.5
|
)
|
|||||
Balance at December 30, 2016
|
9.5
|
|
|
5.1
|
|
|
0.2
|
|
|
—
|
|
|
14.8
|
|
|||||
Charges from continuing operations
|
35.8
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
36.7
|
|
|||||
Changes in estimate from continuing operations
|
(4.8
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|||||
Cash payments
|
(26.1
|
)
|
|
(4.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(30.8
|
)
|
|||||
Reclassifications
(1)
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Balance at December 29, 2017
|
$
|
14.7
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
(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
|
$
|
32.5
|
|
|
$
|
18.8
|
|
Specialty Generics
|
9.1
|
|
|
18.3
|
|
||
Discontinued Operations (including Nuclear and CMDS)
|
—
|
|
|
69.9
|
|
||
Corporate
|
9.0
|
|
|
17.7
|
|
||
|
$
|
50.6
|
|
|
$
|
124.7
|
|
8.
|
Income Taxes
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
U.K.
|
$
|
(165.9
|
)
|
|
$
|
(275.3
|
)
|
|
$
|
(107.5
|
)
|
|
$
|
(97.4
|
)
|
Non-U.K.
|
227.5
|
|
|
508.7
|
|
|
214.8
|
|
|
(201.1
|
)
|
||||
Total
|
$
|
61.6
|
|
|
$
|
233.4
|
|
|
$
|
107.3
|
|
|
$
|
(298.5
|
)
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
U.K.
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Non-U.K.
|
37.7
|
|
|
120.5
|
|
|
67.3
|
|
|
82.0
|
|
||||
Current income tax provision
|
38.1
|
|
|
120.8
|
|
|
67.5
|
|
|
82.0
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
||||||||
U.K.
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
(0.5
|
)
|
Non-U.K.
|
(1,748.3
|
)
|
|
(377.1
|
)
|
|
(196.0
|
)
|
|
(203.2
|
)
|
||||
Deferred income tax benefit
|
(1,747.7
|
)
|
|
(376.4
|
)
|
|
(196.8
|
)
|
|
(203.7
|
)
|
||||
|
$
|
(1,709.6
|
)
|
|
$
|
(255.6
|
)
|
|
$
|
(129.3
|
)
|
|
$
|
(121.7
|
)
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Provision (benefit) for income taxes at U.K. statutory income tax rate
(1)
|
$
|
11.7
|
|
|
$
|
46.6
|
|
|
$
|
21.4
|
|
|
$
|
(59.7
|
)
|
Adjustments to reconcile to income tax provision:
|
|
|
|
|
|
|
|
||||||||
Rate difference between U.K. and non-U.K. jurisdictions
(2) (5)
|
(219.9
|
)
|
|
(249.3
|
)
|
|
(152.9
|
)
|
|
(123.0
|
)
|
||||
Valuation allowances, nonrecurring
|
(3.7
|
)
|
|
2.1
|
|
|
(2.1
|
)
|
|
—
|
|
||||
Adjustments to accrued income tax liabilities and uncertain tax positions
(7)
|
5.1
|
|
|
(14.9
|
)
|
|
(7.0
|
)
|
|
0.9
|
|
||||
Interest and penalties on accrued income tax liabilities and uncertain tax positions
|
0.2
|
|
|
(16.4
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
||||
Investment in partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.7
|
)
|
||||
Credits, principally research and orphan drug
(3)
(4)
|
(13.8
|
)
|
|
(33.7
|
)
|
|
(8.1
|
)
|
|
(0.7
|
)
|
||||
Impairments non deductible
|
—
|
|
|
—
|
|
|
—
|
|
|
75.3
|
|
||||
Permanently nondeductible and nontaxable items
|
6.4
|
|
|
7.9
|
|
|
14.7
|
|
|
1.6
|
|
||||
Pension plan settlement, release of tax effects lodged in other comprehensive income
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Divestiture of Intrathecal Therapy Business
|
18.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
U.S. Tax Reform
(6)
|
(456.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Legal Entity Reorganization
(7)
|
(1,054.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
0.3
|
|
|
2.1
|
|
|
4.4
|
|
|
(3.3
|
)
|
||||
Benefit for income taxes
|
$
|
(1,709.6
|
)
|
|
$
|
(255.6
|
)
|
|
$
|
(129.3
|
)
|
|
$
|
(121.7
|
)
|
(1)
|
The statutory tax rate reflects the U.K. statutory tax rate of
19%
for fiscal 2017 and
20%
for fiscal 2016, 2015 and the three months ended December 30, 2016.
|
(2)
|
Includes the impact of certain recurring valuation allowances for U.K. and non-U.K. jurisdictions.
|
(3)
|
During fiscal 2015, the Research Credit tax law 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)
|
During fiscal 2016, the Company realized a tax benefit of
$27.4 million
resulting from a U.K. tax credit on a dividend between affiliates.
|
(5)
|
During the three months ended December 30, 2016, the rate difference between U.K. and non-U.K. jurisdictions was favorably impacted by a benefit of
$16.1 million
on a
$102.0 million
settlement with the Federal Trade Commission and a benefit of
$34.5 million
on a
$207.0 million
goodwill impairment in the Specialty Generics segment.
|
(6)
|
Reflects redetermination of the Company's deferred tax liabilities as a result of the new U.S. statutory income tax rate of 21% at the date of enactment. Other line items, to the extent U.S. related, are reflected at the former U.S. statutory income tax rate of 35%.
|
(7)
|
Associated unrecognized tax benefit netted within this line.
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Balance at beginning of period
|
$
|
118.7
|
|
|
$
|
89.2
|
|
|
$
|
82.0
|
|
|
$
|
114.8
|
|
Additions related to current year tax positions
|
79.9
|
|
|
63.8
|
|
|
4.5
|
|
|
5.0
|
|
||||
Additions related to prior period tax positions
|
0.3
|
|
|
10.8
|
|
|
19.9
|
|
|
—
|
|
||||
Reductions related to prior period tax positions
|
(13.6
|
)
|
|
(37.8
|
)
|
|
(7.7
|
)
|
|
(1.1
|
)
|
||||
Reductions related to disposition transactions
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(2.6
|
)
|
|
(7.8
|
)
|
|
—
|
|
||||
Lapse of statute of limitations
|
(2.8
|
)
|
|
(2.0
|
)
|
|
(1.7
|
)
|
|
—
|
|
||||
Balance at end of period
|
$
|
182.5
|
|
|
$
|
114.8
|
|
|
$
|
89.2
|
|
|
$
|
118.7
|
|
|
December 29, 2017
|
|
December 30, 2016
|
||||
Accrued and other current liabilities
|
$
|
1.5
|
|
|
$
|
—
|
|
Other income tax liabilities
|
82.6
|
|
|
58.3
|
|
||
Deferred income taxes (non-current liability)
|
98.4
|
|
|
60.4
|
|
||
|
$
|
182.5
|
|
|
$
|
118.7
|
|
|
December 29, 2017
|
|
December 30, 2016
|
||||
Income taxes payable
|
$
|
15.8
|
|
|
$
|
101.7
|
|
Other income tax liabilities
|
94.1
|
|
|
70.4
|
|
||
|
$
|
109.9
|
|
|
$
|
172.1
|
|
|
December 29, 2017
|
|
December 30, 2016
|
||||
Other assets
|
$
|
—
|
|
|
$
|
67.2
|
|
Prepaid expenses and other current assets
|
6.1
|
|
|
50.3
|
|
||
|
$
|
6.1
|
|
|
$
|
117.5
|
|
|
December 29, 2017
|
|
December 30, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and reserves
|
$
|
62.7
|
|
|
$
|
103.3
|
|
Inventories
|
22.3
|
|
|
36.5
|
|
||
Tax loss and credit carryforwards
|
1,734.5
|
|
|
1,173.7
|
|
||
Environmental liabilities
|
17.0
|
|
|
28.5
|
|
||
Rebate reserves
|
1.6
|
|
|
48.0
|
|
||
Expired product
|
7.5
|
|
|
9.7
|
|
||
Postretirement benefits
|
14.0
|
|
|
47.5
|
|
||
Federal and state benefit of uncertain tax positions and interest
|
11.3
|
|
|
17.2
|
|
||
Share-based compensation
|
23.6
|
|
|
26.1
|
|
||
Intangible assets
|
575.1
|
|
|
383.2
|
|
||
Other
|
16.0
|
|
|
—
|
|
||
|
2,485.6
|
|
|
1,873.7
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(47.0
|
)
|
|
(110.9
|
)
|
||
Intangible assets
|
(181.0
|
)
|
|
(759.2
|
)
|
||
Interest-bearing deferred tax obligations
|
(553.5
|
)
|
|
(1,801.4
|
)
|
||
Investment in partnership
|
(108.8
|
)
|
|
(173.6
|
)
|
||
Other
|
—
|
|
|
(2.0
|
)
|
||
|
(890.3
|
)
|
|
(2,847.1
|
)
|
||
Net deferred tax asset (liability) before valuation allowances
|
1,595.3
|
|
|
(973.4
|
)
|
||
Valuation allowances
|
(2,267.9
|
)
|
|
(1,398.3
|
)
|
||
Net deferred tax liability
|
$
|
(672.6
|
)
|
|
$
|
(2,371.7
|
)
|
|
December 29, 2017
|
|
December 30, 2016
|
||||
Other assets
|
$
|
16.4
|
|
|
$
|
26.4
|
|
Deferred income taxes (non-current liability)
|
(689.0
|
)
|
|
(2,398.1
|
)
|
||
Net deferred tax liability
|
$
|
(672.6
|
)
|
|
$
|
(2,371.7
|
)
|
9.
|
Earnings (Loss) per Share
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Earnings (loss) per share numerator:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to common shareholders before allocation of earnings to participating securities
|
$
|
1,771.2
|
|
|
$
|
489.0
|
|
|
$
|
236.6
|
|
|
$
|
(176.8
|
)
|
Less: earnings allocated to participating securities
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
||||
Income (loss) from continuing operations attributable to common shareholders, after earnings allocated to participating securities
|
1,771.2
|
|
|
489.0
|
|
|
234.6
|
|
|
(176.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations
|
363.2
|
|
|
154.7
|
|
|
88.1
|
|
|
23.6
|
|
||||
Less: earnings from discontinued operations allocated to participating securities
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Income from discontinued operations attributable to common shareholders, after allocation of earnings to participating securities
|
363.2
|
|
|
154.7
|
|
|
87.4
|
|
|
23.6
|
|
||||
Net income (loss) attributable to common shareholders, after allocation of earnings to participating securities
|
$
|
2,134.4
|
|
|
$
|
643.7
|
|
|
$
|
322.0
|
|
|
$
|
(153.2
|
)
|
Earnings (loss) per share denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic
|
97.7
|
|
|
110.6
|
|
|
115.8
|
|
|
105.7
|
|
||||
Impact of dilutive securities
|
0.2
|
|
|
0.9
|
|
|
1.4
|
|
|
—
|
|
||||
Weighted-average shares outstanding - diluted
|
97.9
|
|
|
111.5
|
|
|
117.2
|
|
|
105.7
|
|
||||
Basic earnings (loss) per share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
18.13
|
|
|
$
|
4.42
|
|
|
$
|
2.03
|
|
|
$
|
(1.67
|
)
|
Income from discontinued operations
|
3.72
|
|
|
1.40
|
|
|
0.75
|
|
|
0.22
|
|
||||
Net income (loss) attributable to common shareholders
|
$
|
21.85
|
|
|
$
|
5.82
|
|
|
$
|
2.78
|
|
|
$
|
(1.45
|
)
|
Diluted earnings (loss) per share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
18.09
|
|
|
$
|
4.39
|
|
|
$
|
2.00
|
|
|
$
|
(1.67
|
)
|
Income from discontinued operations
|
3.71
|
|
|
1.39
|
|
|
0.75
|
|
|
0.22
|
|
||||
Net income (loss) attributable to common shareholders
|
$
|
21.80
|
|
|
$
|
5.77
|
|
|
$
|
2.75
|
|
|
$
|
(1.45
|
)
|
10.
|
Inventories
|
|
December 29,
2017 |
|
December 30,
2016 |
||||
Raw materials and supplies
|
$
|
70.0
|
|
|
$
|
72.6
|
|
Work in process
|
167.1
|
|
|
178.4
|
|
||
Finished goods
|
103.3
|
|
|
99.7
|
|
||
Inventories
|
$
|
340.4
|
|
|
$
|
350.7
|
|
11.
|
Property, Plant and Equipment
|
|
December 29, 2017
|
|
December 30, 2016
|
||||
Land
|
$
|
44.0
|
|
|
$
|
46.9
|
|
Buildings
|
355.5
|
|
|
291.1
|
|
||
Capitalized software
|
109.0
|
|
|
87.2
|
|
||
Machinery and equipment
|
1,123.8
|
|
|
1,052.0
|
|
||
Construction in process
|
209.7
|
|
|
202.2
|
|
||
|
1,842.0
|
|
|
1,679.4
|
|
||
Less: accumulated depreciation
|
(875.2
|
)
|
|
(797.9
|
)
|
||
Property, plant and equipment, net
|
$
|
966.8
|
|
|
$
|
881.5
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Depreciation expense
|
$
|
113.8
|
|
|
$
|
113.3
|
|
|
$
|
90.8
|
|
|
$
|
27.5
|
|
12.
|
Goodwill and Intangible Assets
|
|
December 29, 2017
|
|
December 30, 2016
|
||||||||||||
|
Gross Carrying amount
|
|
Accumulated Impairment
|
|
Gross Carrying amount
|
|
Accumulated Impairment
|
||||||||
Specialty Brands
|
$
|
3,482.7
|
|
|
$
|
0.0
|
|
|
$
|
3,498.1
|
|
|
$
|
0.0
|
|
Specialty Generics
|
207.0
|
|
|
(207.0
|
)
|
|
207.0
|
|
|
(207.0
|
)
|
||||
Total
|
$
|
3,689.7
|
|
|
$
|
(207.0
|
)
|
|
$
|
3,705.1
|
|
|
$
|
(207.0
|
)
|
|
December 29, 2017
|
|
December 30, 2016
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizable:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
9,882.8
|
|
|
$
|
2,260.8
|
|
|
$
|
10,028.7
|
|
|
$
|
1,617.1
|
|
License agreements
|
177.1
|
|
|
121.1
|
|
|
177.1
|
|
|
112.7
|
|
||||
Trademarks
|
82.1
|
|
|
14.5
|
|
|
82.1
|
|
|
10.9
|
|
||||
Customer relationships
|
29.5
|
|
|
12.2
|
|
|
27.6
|
|
|
8.4
|
|
||||
Other
|
8.6
|
|
|
8.6
|
|
|
6.7
|
|
|
6.7
|
|
||||
Total
|
$
|
10,180.1
|
|
|
$
|
2,417.2
|
|
|
$
|
10,322.2
|
|
|
$
|
1,755.8
|
|
Non-Amortizable:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
35.0
|
|
|
|
|
$
|
35.0
|
|
|
|
||||
In-process research and development
|
577.1
|
|
|
|
|
399.1
|
|
|
|
||||||
Total
|
$
|
612.1
|
|
|
|
|
$
|
434.1
|
|
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Amortization expense
|
$
|
694.5
|
|
|
$
|
700.1
|
|
|
$
|
550.3
|
|
|
$
|
175.7
|
|
Fiscal 2018
|
$
|
681.8
|
|
Fiscal 2019
|
681.4
|
|
|
Fiscal 2020
|
681.1
|
|
|
Fiscal 2021
|
680.9
|
|
|
Fiscal 2022
|
553.9
|
|
13.
|
Debt
|
|
December 29, 2017
|
|
December 30, 2016
|
||||||||||||
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
||||||||
Current maturities of long-term debt:
|
|
|
|
|
|
|
|
||||||||
Variable-rate receivable securitization due July 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
0.3
|
|
3.50% notes due April 2018
|
300.0
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Term loans due March 2021
|
—
|
|
|
—
|
|
|
20.0
|
|
|
0.3
|
|
||||
4.00% term loan due February 2022
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Term loan due September 2024
|
14.0
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Capital lease obligation and vendor financing agreements
|
0.2
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Total current debt
|
314.2
|
|
|
0.5
|
|
|
271.8
|
|
|
0.6
|
|
||||
Long-term debt:
|
|
|
|
|
|
|
|
||||||||
3.50% notes due April 2018
|
—
|
|
|
—
|
|
|
300.0
|
|
|
0.9
|
|
||||
4.875% notes due April 2020
|
700.0
|
|
|
5.7
|
|
|
700.0
|
|
|
8.2
|
|
||||
Variable-rate receivable securitization due July 2020
|
200.0
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Term loans due March 2021
|
—
|
|
|
—
|
|
|
1,928.5
|
|
|
33.4
|
|
||||
4.00% term loan due February 2022
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
||||
9.50% debentures due May 2022
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
||||
5.75% notes due August 2022
|
884.0
|
|
|
9.5
|
|
|
884.0
|
|
|
11.6
|
|
||||
8.00% debentures due March 2023
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
||||
4.75% notes due April 2023
|
526.5
|
|
|
4.5
|
|
|
600.0
|
|
|
6.1
|
|
||||
5.625% notes due October 2023
|
738.0
|
|
|
9.7
|
|
|
738.0
|
|
|
11.4
|
|
||||
Term loan due September 2024
|
1,837.2
|
|
|
26.7
|
|
|
—
|
|
|
—
|
|
||||
5.50% notes due April 2025
|
692.1
|
|
|
9.0
|
|
|
695.0
|
|
|
10.2
|
|
||||
Revolving credit facility
|
900.0
|
|
|
5.9
|
|
|
100.0
|
|
|
3.2
|
|
||||
Total long-term debt
|
6,492.6
|
|
|
71.7
|
|
|
5,965.8
|
|
|
85.0
|
|
||||
Total debt
|
$
|
6,806.8
|
|
|
$
|
72.2
|
|
|
$
|
6,237.6
|
|
|
$
|
85.6
|
|
Fiscal 2018
|
$
|
314.2
|
|
Fiscal 2019
|
18.7
|
|
|
Fiscal 2020
|
918.7
|
|
|
Fiscal 2021
|
23.3
|
|
|
Fiscal 2022
|
1,813.0
|
|
14.
|
Retirement Plans
|
|
Pension Benefits
|
||||||||||||||
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29,
2017 |
|
September 30,
2016 |
|
September 25,
2015 |
|
December 30,
2016 |
||||||||
Service cost
|
$
|
1.4
|
|
|
$
|
1.8
|
|
|
$
|
2.4
|
|
|
$
|
0.8
|
|
Interest cost
|
2.3
|
|
|
13.2
|
|
|
14.5
|
|
|
2.0
|
|
||||
Expected return on plan assets
|
(1.3
|
)
|
|
(16.7
|
)
|
|
(18.9
|
)
|
|
(2.3
|
)
|
||||
Amortization of net actuarial loss
|
2.7
|
|
|
11.3
|
|
|
9.2
|
|
|
3.5
|
|
||||
Amortization of prior service cost
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Loss on plan settlements
|
71.1
|
|
|
8.1
|
|
|
5.9
|
|
|
45.0
|
|
||||
Curtailment gain
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
75.4
|
|
|
$
|
17.7
|
|
|
$
|
13.1
|
|
|
$
|
49.1
|
|
|
Postretirement Benefits
|
||||||||||||||
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29,
2017 |
|
September 30,
2016 |
|
September 25,
2015 |
|
December 30,
2016 |
||||||||
Service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
1.7
|
|
|
2.0
|
|
|
1.9
|
|
|
0.4
|
|
||||
Amortization of prior service credit
|
(2.0
|
)
|
|
(2.1
|
)
|
|
(4.0
|
)
|
|
(0.5
|
)
|
||||
Gain on plan settlements
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit credit
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
December 29,
2017 |
|
December 30,
2016 |
|
September 30,
2016 |
|
December 29,
2017 |
|
December 30,
2016 |
|
September 30,
2016 |
||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligations at beginning of year
|
$
|
257.4
|
|
|
$
|
409.1
|
|
|
$
|
375.5
|
|
|
$
|
47.5
|
|
|
$
|
50.8
|
|
|
$
|
52.2
|
|
Service cost
|
1.4
|
|
|
0.8
|
|
|
1.8
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Interest cost
|
2.3
|
|
|
2.0
|
|
|
13.2
|
|
|
1.7
|
|
|
0.4
|
|
|
2.0
|
|
||||||
Actuarial (gain) loss
|
(9.0
|
)
|
|
(23.2
|
)
|
|
65.5
|
|
|
0.2
|
|
|
(2.8
|
)
|
|
0.5
|
|
||||||
Benefits and administrative expenses paid
|
(9.4
|
)
|
|
(5.3
|
)
|
|
(20.1
|
)
|
|
(2.9
|
)
|
|
(1.0
|
)
|
|
(4.0
|
)
|
||||||
Plan settlements
|
(217.0
|
)
|
|
(125.9
|
)
|
|
(26.5
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
||||||
Plan curtailments and amendments
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net transfer in
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Currency translation
|
2.1
|
|
|
(1.2
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Projected benefit obligations at end of year
|
$
|
27.8
|
|
|
$
|
257.4
|
|
|
$
|
409.1
|
|
|
$
|
45.6
|
|
|
$
|
47.5
|
|
|
$
|
50.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
161.0
|
|
|
$
|
309.5
|
|
|
$
|
309.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
0.3
|
|
|
(18.1
|
)
|
|
29.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
68.0
|
|
|
0.8
|
|
|
16.7
|
|
|
2.9
|
|
|
1.0
|
|
|
4.0
|
|
||||||
Benefits and administrative expenses paid
|
(9.4
|
)
|
|
(5.3
|
)
|
|
(20.1
|
)
|
|
(2.9
|
)
|
|
(1.0
|
)
|
|
(4.0
|
)
|
||||||
Plan settlements
|
(217.0
|
)
|
|
(125.9
|
)
|
|
(26.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net transfer out
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
161.0
|
|
|
$
|
309.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(27.8
|
)
|
|
$
|
(96.4
|
)
|
|
$
|
(99.6
|
)
|
|
$
|
(45.6
|
)
|
|
$
|
(47.5
|
)
|
|
$
|
(50.8
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
December 29,
2017 |
|
December 30,
2016 |
|
December 29,
2017 |
|
December 30,
2016 |
||||||||
Amounts recognized on the consolidated balance sheet:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(2.4
|
)
|
|
(5.5
|
)
|
|
(3.9
|
)
|
|
(4.2
|
)
|
||||
Non-current liabilities
|
(25.4
|
)
|
|
(92.3
|
)
|
|
(41.7
|
)
|
|
(43.3
|
)
|
||||
Net amount recognized on the consolidated balance sheet
|
$
|
(27.8
|
)
|
|
$
|
(96.4
|
)
|
|
$
|
(45.6
|
)
|
|
$
|
(47.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
(8.6
|
)
|
|
$
|
(89.7
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(2.8
|
)
|
Prior service (cost) credit
|
(0.5
|
)
|
|
0.4
|
|
|
10.2
|
|
|
12.3
|
|
||||
Net amount recognized in accumulated other comprehensive income
|
$
|
(9.1
|
)
|
|
$
|
(89.3
|
)
|
|
$
|
7.2
|
|
|
$
|
9.5
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
Amortization of net actuarial loss
|
$
|
(0.5
|
)
|
|
$
|
(0.1
|
)
|
Amortization of prior service (cost) credit
|
(0.1
|
)
|
|
2.1
|
|
|
December 29,
2017 |
|
December 30,
2016 |
||||
Pension plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
27.3
|
|
|
$
|
251.2
|
|
Fair value of plan assets
|
—
|
|
|
153.8
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
Fiscal Year Ended
|
|
Three Months Ended
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
December 30, 2016
|
|
2017
|
|
2016
|
|
2015
|
|
December 30, 2016
|
||||||||
Discount rate
|
3.0
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
|
2.2
|
%
|
|
1.8
|
%
|
|
2.0
|
%
|
|
2.4
|
%
|
|
1.3
|
%
|
Expected return on plan assets
|
3.5
|
%
|
|
5.8
|
%
|
|
6.0
|
%
|
|
3.5
|
%
|
|
—
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
—
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
Fiscal Year Ended
|
|
Three Months Ended
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
December 30, 2016
|
|
2017
|
|
2016
|
|
2015
|
|
December 30, 2016
|
||||||||
Discount rate
|
3.3
|
%
|
|
2.3
|
%
|
|
3.9
|
%
|
|
3.0
|
%
|
|
1.9
|
%
|
|
1.3
|
%
|
|
2.4
|
%
|
|
1.8
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
Fiscal Year
|
|
Three Months Ended
|
||||||||
|
2017
|
|
2016
|
|
2015
|
|
December 30, 2016
|
||||
Net periodic benefit cost
|
3.7
|
%
|
|
4.0
|
%
|
|
3.6
|
%
|
|
3.2
|
%
|
Benefit obligations
|
3.4
|
%
|
|
3.2
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
|
December 29,
2017 |
|
December 30,
2016 |
||
Healthcare cost trend rate assumed for next fiscal year
|
6.9
|
%
|
|
6.9
|
%
|
Rate to which the cost trend rate is assumed to decline
|
4.5
|
%
|
|
4.5
|
%
|
Fiscal year the ultimate trend rate is achieved
|
2038
|
|
|
2038
|
|
|
One-Percentage-Point Increase
|
|
One-Percentage-Point Decrease
|
||||
Effect on total of service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation
|
0.2
|
|
|
(0.4
|
)
|
|
December 30, 2016
(1)
|
|
Weighted-Average Asset Allocation
|
|||
Equity Securities:
|
|
|
|
|||
U.S. large cap
|
$
|
1.7
|
|
|
1
|
%
|
Debt securities:
|
|
|
|
|||
Diversified fixed income funds
(2)
|
148.3
|
|
|
92
|
|
|
Cash and cash equivalents
|
11.0
|
|
|
7
|
|
|
Total
|
$
|
161.0
|
|
|
100
|
%
|
(1)
|
All plan assets were measured at fair value on a recurring basis and were categorized as Level 1 with quoted prices in active markets for identical assets.
|
(2)
|
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 2018
|
$
|
2.4
|
|
|
$
|
3.9
|
|
Fiscal 2019
|
1.8
|
|
|
3.7
|
|
||
Fiscal 2020
|
1.8
|
|
|
3.5
|
|
||
Fiscal 2021
|
1.7
|
|
|
3.3
|
|
||
Fiscal 2022
|
1.6
|
|
|
3.2
|
|
||
Fiscal 2023 - 2027
|
7.5
|
|
|
14.2
|
|
15.
|
Equity
|
|
March 2017 Repurchase Program
|
|
March 2016
Repurchase Program |
|
November 2015 Repurchase Program
|
|
January 2015
Repurchase Program
|
||||||||||||||||||||
|
Number of Shares
|
|
Amount
|
|
Number of Shares
|
|
Amount
|
|
Number of Shares
|
|
Amount
|
|
Number of Shares
|
|
Amount
|
||||||||||||
Authorized repurchase amount
|
|
|
$
|
1,000.0
|
|
|
|
|
$
|
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
|
|
||||
Three months ended December 30, 2016
|
—
|
|
|
—
|
|
|
1,501,676
|
|
|
84.0
|
|
|
1,063,337
|
|
|
74.4
|
|
|
—
|
|
|
—
|
|
||||
Fiscal 2017
|
13,490,448
|
|
|
380.6
|
|
|
5,366,741
|
|
|
266.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Remaining amount available
|
|
|
$
|
619.4
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
16.
|
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
|
|
|
|
|
|
|||
Granted
|
3,742
|
|
|
60.01
|
|
|
|
|
|
|||
Exercised
|
(16,382
|
)
|
|
36.42
|
|
|
|
|
|
|||
Expired/Forfeited
|
(22,522
|
)
|
|
70.82
|
|
|
|
|
|
|||
Outstanding at December 30, 2016
|
3,386,694
|
|
|
61.24
|
|
|
|
|
|
|||
Granted
|
1,719,532
|
|
|
51.57
|
|
|
|
|
|
|||
Exercised
|
(113,605
|
)
|
|
47.74
|
|
|
|
|
|
|||
Expired/Forfeited
|
(348,637
|
)
|
|
68.08
|
|
|
|
|
|
|||
Outstanding at December 29, 2017
|
4,643,984
|
|
|
57.78
|
|
|
6.9
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and non-vested expected to vest as of December 29, 2017
|
3,882,733
|
|
|
60.62
|
|
|
7.5
|
|
$
|
(0.6
|
)
|
|
Exercisable at December 29, 2017
|
1,944,709
|
|
|
52.19
|
|
|
4.7
|
|
0.2
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Expected share price volatility
|
36
|
%
|
|
31
|
%
|
|
29
|
%
|
|
35
|
%
|
||||
Risk-free interest rate
|
2.00
|
%
|
|
1.74
|
%
|
|
1.72
|
%
|
|
1.23
|
%
|
||||
Expected annual dividend per share
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Expected life of options (in years)
|
5.3
|
|
|
5.3
|
|
|
5.3
|
|
|
5.3
|
|
||||
Fair value per option
|
$
|
18.36
|
|
|
$
|
22.82
|
|
|
$
|
30.08
|
|
|
$
|
20.04
|
|
|
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
|
|
|
Expired/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
|
|
|
Expired/Forfeited
|
(99,260
|
)
|
|
79.95
|
|
|
Non-vested at September 30, 2016
|
894,459
|
|
|
70.40
|
|
|
Granted
|
36,731
|
|
|
69.08
|
|
|
Exercised
|
(30,919
|
)
|
|
47.54
|
|
|
Expired/Forfeited
|
(16,809
|
)
|
|
49.62
|
|
|
Non-vested at December 30, 2016
|
883,462
|
|
|
71.03
|
|
|
Granted
|
655,282
|
|
|
50.74
|
|
|
Exercised
|
(263,189
|
)
|
|
69.14
|
|
|
Expired/Forfeited
|
(169,789
|
)
|
|
68.57
|
|
|
Non-vested at December 29, 2017
|
1,105,766
|
|
|
60.08
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value |
|||
Non-vested at September 26, 2014
|
72,740
|
|
|
$
|
63.46
|
|
Granted
|
77,306
|
|
|
125.84
|
|
|
Forfeited
|
(19,072
|
)
|
|
92.05
|
|
|
Non-vested at September 25, 2015
|
130,974
|
|
|
96.05
|
|
|
Granted
|
145,192
|
|
|
83.00
|
|
|
Forfeited
|
(9,521
|
)
|
|
96.30
|
|
|
Non-vested at September 30, 2016
|
266,645
|
|
|
88.59
|
|
|
Forfeited
|
(997
|
)
|
|
154.42
|
|
|
Non-vested at December 30, 2016
|
265,648
|
|
|
88.51
|
|
|
Granted
|
348,963
|
|
|
51.73
|
|
|
Forfeited
|
(48,606
|
)
|
|
107.00
|
|
|
Vested
|
(61,554
|
)
|
|
62.65
|
|
|
Non-vested at December 29, 2017
|
504,451
|
|
|
64.44
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||
Expected stock price volatility
|
48
|
%
|
|
41
|
%
|
|
27
|
%
|
|
48
|
%
|
Peer group stock price volatility
|
40
|
%
|
|
36
|
%
|
|
32
|
%
|
|
40
|
%
|
Correlation of returns
|
17
|
%
|
|
24
|
%
|
|
14
|
%
|
|
17
|
%
|
|
Shares
|
|
Non-vested at September 26, 2014
|
1,432,031
|
|
Vested
|
(1,362,823
|
)
|
Forfeited
|
(34,646
|
)
|
Non-vested at September 25, 2015
|
34,562
|
|
Vested
|
(9,760
|
)
|
Forfeited
|
(7,936
|
)
|
Non-vested at September 30, 2016
|
16,866
|
|
Vested
|
(1,087
|
)
|
Forfeited
|
(911
|
)
|
Non-vested at December 30, 2016
|
14,868
|
|
Vested
|
(7,970
|
)
|
Forfeited
|
(2,223
|
)
|
Non-vested at December 29, 2017
|
4,675
|
|
17.
|
Accumulated Other Comprehensive Income
|
|
Currency Translation
|
|
Unrecognized Loss on Derivatives
|
|
Unrecognized Gain (Loss) on Benefit Plans
|
|
Unrecognized Gain on Equity Securities
|
|
Accumulated Other Comprehensive Income
|
||||||||||
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
|
)
|
|||||
Other comprehensive income (loss), net
|
(21.1
|
)
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
(15.8
|
)
|
|||||
Reclassification from other comprehensive income (loss)
|
—
|
|
|
0.2
|
|
|
28.7
|
|
|
—
|
|
|
28.9
|
|
|||||
Balance at December 30, 2016
|
(19.5
|
)
|
|
(5.7
|
)
|
|
(47.3
|
)
|
|
—
|
|
|
(72.5
|
)
|
|||||
Other comprehensive income (loss), net
|
16.0
|
|
|
—
|
|
|
5.2
|
|
|
1.5
|
|
|
22.7
|
|
|||||
Reclassification from other comprehensive income (loss)
|
(4.7
|
)
|
|
1.0
|
|
|
40.6
|
|
|
—
|
|
|
36.9
|
|
|||||
Balance at December 29, 2017
|
$
|
(8.2
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
1.5
|
|
|
$
|
(12.9
|
)
|
|
Amount Reclassified From Accumulated Other Comprehensive Income
|
|
||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
December 30, 2016
|
Line Item in the Consolidated
Statement of Income |
||||||
Amortization of unrealized loss on derivatives
|
$
|
1.3
|
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
Interest expense
|
Income tax provision
|
(0.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
Provision for income taxes
|
|||
Net of income taxes
|
1.0
|
|
|
0.5
|
|
|
0.2
|
|
|
|||
|
|
|
|
|
|
|
||||||
Amortization of pension and post-retirement benefit plans:
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
2.7
|
|
|
11.4
|
|
|
1.0
|
|
(1)
|
|||
Prior service credit
|
(1.9
|
)
|
|
(2.7
|
)
|
|
(0.6
|
)
|
(1)
|
|||
Disposal of discontinued operations
|
(3.1
|
)
|
|
0.8
|
|
|
—
|
|
|
|||
Plan settlements
|
70.2
|
|
|
8.1
|
|
|
45.0
|
|
(1)
|
|||
Total before tax
|
67.9
|
|
|
17.6
|
|
|
45.4
|
|
|
|||
Income tax provision
|
(27.3
|
)
|
|
(6.5
|
)
|
|
(16.7
|
)
|
Provision for income taxes
|
|||
Net of income taxes
|
40.6
|
|
|
11.1
|
|
|
28.7
|
|
|
|||
|
|
|
|
|
|
|
||||||
Currency translation
|
(4.7
|
)
|
|
(59.4
|
)
|
|
—
|
|
|
|||
|
|
|
|
|
|
|
||||||
Total reclassifications for the period
|
$
|
36.9
|
|
|
$
|
(47.8
|
)
|
|
$
|
28.9
|
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note
14
for additional details.
|
18.
|
Guarantees
|
19.
|
Commitments and Contingencies
|
|
Operating Leases
|
|
Capital
Leases
|
||||
Fiscal 2018
|
$
|
23.1
|
|
|
$
|
0.2
|
|
Fiscal 2019
|
19.2
|
|
|
—
|
|
||
Fiscal 2020
|
17.4
|
|
|
—
|
|
||
Fiscal 2021
|
15.8
|
|
|
—
|
|
||
Fiscal 2022
|
13.8
|
|
|
—
|
|
||
Thereafter
|
61.6
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
150.9
|
|
|
$
|
0.2
|
|
20.
|
Financial Instruments and Fair Value Measurements
|
|
December 29,
2017 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Debt and equity securities held in rabbi trusts
|
$
|
35.4
|
|
|
$
|
24.0
|
|
|
$
|
11.4
|
|
|
$
|
—
|
|
Equity securities
|
22.7
|
|
|
22.7
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange forward and option contracts
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
58.2
|
|
|
$
|
46.8
|
|
|
$
|
11.4
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
42.7
|
|
|
$
|
—
|
|
|
$
|
42.7
|
|
|
$
|
—
|
|
Contingent consideration and acquired contingent liabilities
|
246.4
|
|
|
—
|
|
|
—
|
|
|
246.4
|
|
||||
Foreign exchange forward and option contracts
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
289.2
|
|
|
$
|
0.1
|
|
|
$
|
42.7
|
|
|
$
|
246.4
|
|
|
December 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
|
$
|
33.6
|
|
|
$
|
22.8
|
|
|
$
|
10.8
|
|
|
$
|
—
|
|
Foreign exchange forward and option contracts
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
34.3
|
|
|
$
|
23.5
|
|
|
$
|
10.8
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liabilities
|
$
|
32.5
|
|
|
$
|
—
|
|
|
$
|
32.5
|
|
|
$
|
—
|
|
Contingent consideration and acquired contingent liabilities
|
250.5
|
|
|
—
|
|
|
—
|
|
|
250.5
|
|
||||
Foreign exchange forward and option contracts
|
3.4
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
286.4
|
|
|
$
|
3.4
|
|
|
$
|
32.5
|
|
|
$
|
250.5
|
|
Balance at December 30, 2016
|
$
|
250.5
|
|
Acquisition date fair value of contingent consideration
|
57.0
|
|
|
Payments
|
(25.0
|
)
|
|
Accretion expense
|
5.3
|
|
|
Fair value adjustment
|
(41.4
|
)
|
|
Balance at December 29, 2017
|
$
|
246.4
|
|
•
|
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and the majority of other current assets and liabilities approximate fair value because of their short-term nature. The Company classifies cash on hand and deposits in banks, including commercial paper, money market accounts and other investments it may hold from time to time, with an original maturity to the Company of three months or less, as cash and cash equivalents (level 1). The fair value of restricted cash is equivalent to its carrying value of
$18.3 million
and
$19.1 million
as of
December 29, 2017
and
December 30, 2016
, respectively (level 1), substantially all of which is included in other assets on the consolidated balance sheets.
|
•
|
The Company received a portion of consideration for the sale of the Intrathecal business in the form of a note receivable. The fair value of the note receivable was equivalent to its carrying value of
$154.0 million
as of
December 29, 2017
(level 1).
|
•
|
The Company entered into short-term investment certificates during the three months ended December 30, 2016. These certificates are carried at cost, which approximates fair value, of
zero
and
$11.1 million
at
December 29, 2017
and
December 30, 2016
, respectively (level 2). These certificates are included in prepaid expenses and other current assets on the consolidated balance sheets.
|
•
|
The Company's life insurance contracts are carried at cash surrender value, which is based on the present value of future cash flows under the terms of the contracts (level 3). Significant assumptions used in determining the cash surrender value include
|
•
|
The carrying values of the Company's revolving credit facility and variable rate receivable securitization approximate the fair values due to the short-term nature of these instruments, and is therefore classified as level 1. The carrying value of the
4.00%
term loan approximates the fair value of this instrument, as calculated using the discounted exit price for the instrument, and is therefore classified as level 3. Since the quoted market prices for the Company's term loans and
8.00%
and
9.50%
debentures are not available in an active market, they are classified as level 2 for purposes of developing an estimate of fair value. The Company's
3.50%
,
4.75%
,
4.875%
,
5.50%
,
5.625%
and
5.75%
notes are classified as level 1, as quoted prices are available in an active market for these notes. The following table presents the carrying values and estimated fair values of the Company's long-term debt, excluding capital leases, as of the end of each period:
|
|
|
December 29, 2017
|
|
December 30, 2016
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Level 1:
|
|
|
|
|
|
|
|
|
||||||||
Variable-rate receivable securitization due July 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
250.0
|
|
3.50% notes due April 2018
|
|
300.0
|
|
|
299.1
|
|
|
300.0
|
|
|
298.7
|
|
||||
4.875% notes due April 2020
|
|
700.0
|
|
|
675.2
|
|
|
700.0
|
|
|
699.5
|
|
||||
Variable-rate receivable securitization due July 2020
|
|
200.0
|
|
|
200.0
|
|
|
—
|
|
|
—
|
|
||||
5.75% notes due August 2022
|
|
884.0
|
|
|
804.8
|
|
|
884.0
|
|
|
850.3
|
|
||||
4.75% notes due April 2023
|
|
526.5
|
|
|
412.4
|
|
|
600.0
|
|
|
520.9
|
|
||||
5.625% notes due October 2023
|
|
738.0
|
|
|
628.8
|
|
|
738.0
|
|
|
682.4
|
|
||||
5.50% notes due April 2025
|
|
692.1
|
|
|
564.5
|
|
|
695.0
|
|
|
615.7
|
|
||||
Revolving credit facility
|
|
900.0
|
|
|
900.0
|
|
|
100.0
|
|
|
100.0
|
|
||||
Level 2:
|
|
|
|
|
|
|
|
|
||||||||
Term loans due March 2021
|
|
—
|
|
|
—
|
|
|
1,948.5
|
|
|
1,953.2
|
|
||||
9.50% debentures due May 2022
|
|
10.4
|
|
|
10.9
|
|
|
10.4
|
|
|
12.0
|
|
||||
8.00% debentures due March 2023
|
|
4.4
|
|
|
4.4
|
|
|
4.4
|
|
|
4.9
|
|
||||
Term loan due September 2024
|
|
1,851.2
|
|
|
1,848.7
|
|
|
—
|
|
|
—
|
|
||||
Level 3:
|
|
|
|
|
|
|
|
|
||||||||
4.00% term loan due February 2022
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
6.5
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||
|
December 29,
2017 |
|
September 30,
2016 |
|
September 25,
2015 |
|
December 30,
2016 |
||||
CuraScript, Inc.
|
40
|
%
|
|
38
|
%
|
|
35
|
%
|
|
43
|
%
|
McKesson Corporation
|
*
|
|
|
12
|
%
|
|
20
|
%
|
|
10
|
%
|
AmerisourceBergen Corporation
|
*
|
|
|
*
|
|
|
10
|
%
|
|
*
|
|
Cardinal Health, Inc.
|
*
|
|
|
*
|
|
|
11
|
%
|
|
*
|
|
|
December 29,
2017 |
|
December 30,
2016 |
||
McKesson Corporation
|
26
|
%
|
|
28
|
%
|
AmerisourceBergen Corporation
|
15
|
%
|
|
15
|
%
|
CuraScript, Inc.
|
14
|
%
|
|
15
|
%
|
Cardinal Health, Inc.
|
11
|
%
|
|
10
|
%
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||
|
December 29,
2017 |
|
September 30,
2016 |
|
September 25,
2015 |
|
December 30,
2016 |
||||
H.P. Acthar Gel
|
37
|
%
|
|
34
|
%
|
|
35
|
%
|
|
39
|
%
|
Inomax
|
16
|
%
|
|
14
|
%
|
|
6
|
%
|
|
14
|
%
|
21.
|
Segment and Geographical Data
|
•
|
Specialty Brands
includes branded medicines; and
|
•
|
Specialty Generics
includes specialty generic drugs, API and external manufacturing.
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Specialty Brands
|
$
|
2,325.3
|
|
|
$
|
2,300.6
|
|
|
$
|
1,622.8
|
|
|
$
|
603.1
|
|
Specialty Generics
|
839.5
|
|
|
1,025.2
|
|
|
1,251.6
|
|
|
212.9
|
|
||||
Net sales of operating segments
(1)
|
3,164.8
|
|
|
3,325.8
|
|
|
2,874.4
|
|
|
816.0
|
|
||||
Other
(2)
|
56.8
|
|
|
55.0
|
|
|
48.7
|
|
|
13.9
|
|
||||
Net sales
|
$
|
3,221.6
|
|
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
829.9
|
|
Operating income:
|
|
|
|
|
|
|
|
||||||||
Specialty Brands
|
$
|
1,155.2
|
|
|
$
|
1,166.2
|
|
|
$
|
637.6
|
|
|
$
|
317.2
|
|
Specialty Generics
|
231.5
|
|
|
376.1
|
|
|
594.4
|
|
|
52.7
|
|
||||
Segment operating income
|
1,386.7
|
|
|
1,542.3
|
|
|
1,232.0
|
|
|
369.9
|
|
||||
Unallocated amounts:
|
|
|
|
|
|
|
|
||||||||
Corporate and allocated expenses
(3)
|
(172.0
|
)
|
|
(169.8
|
)
|
|
(282.6
|
)
|
|
(181.4
|
)
|
||||
Intangible asset amortization
|
(694.5
|
)
|
|
(700.1
|
)
|
|
(550.3
|
)
|
|
(175.7
|
)
|
||||
Restructuring and related charges, net
(4)
|
(36.4
|
)
|
|
(38.2
|
)
|
|
(45.3
|
)
|
|
(5.3
|
)
|
||||
Non-restructuring impairments
|
(63.7
|
)
|
|
(16.9
|
)
|
|
—
|
|
|
(214.3
|
)
|
||||
Operating income
|
$
|
420.1
|
|
|
$
|
617.3
|
|
|
$
|
353.8
|
|
|
$
|
(206.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
(5)
:
|
|
|
|
|
|
|
|
||||||||
Specialty Brands
|
$
|
708.2
|
|
|
$
|
716.6
|
|
|
$
|
559.5
|
|
|
$
|
178.4
|
|
Specialty Generics
|
100.1
|
|
|
96.8
|
|
|
81.6
|
|
|
24.8
|
|
||||
|
$
|
808.3
|
|
|
$
|
813.4
|
|
|
$
|
641.1
|
|
|
$
|
203.2
|
|
(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 Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
H.P. Acthar Gel
|
$
|
1,195.1
|
|
|
$
|
1,160.4
|
|
|
$
|
1,037.3
|
|
|
$
|
325.4
|
|
Inomax
|
505.2
|
|
|
474.3
|
|
|
185.2
|
|
|
118.3
|
|
||||
Ofirmev
|
302.5
|
|
|
284.3
|
|
|
263.0
|
|
|
72.5
|
|
||||
Therakos
|
214.9
|
|
|
207.6
|
|
|
—
|
|
|
47.4
|
|
||||
Hemostasis products
|
55.1
|
|
|
42.5
|
|
|
—
|
|
|
13.4
|
|
||||
Other
|
52.5
|
|
|
131.5
|
|
|
137.3
|
|
|
26.1
|
|
||||
Specialty Brands
|
2,325.3
|
|
|
2,300.6
|
|
|
1,622.8
|
|
|
603.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hydrocodone (API) and hydrocodone-containing tablets
|
85.3
|
|
|
146.5
|
|
|
167.2
|
|
|
23.2
|
|
||||
Oxycodone (API) and oxycodone-containing tablets
|
78.8
|
|
|
126.2
|
|
|
154.6
|
|
|
24.3
|
|
||||
Methylphenidate ER
|
71.7
|
|
|
103.5
|
|
|
136.5
|
|
|
22.0
|
|
||||
Other controlled substances
|
409.6
|
|
|
468.1
|
|
|
572.2
|
|
|
104.9
|
|
||||
Other
|
194.1
|
|
|
180.9
|
|
|
221.1
|
|
|
38.5
|
|
||||
Specialty Generics
|
839.5
|
|
|
1,025.2
|
|
|
1,251.6
|
|
|
212.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other
(1)
|
56.8
|
|
|
55.0
|
|
|
48.7
|
|
|
13.9
|
|
||||
Net sales
|
$
|
3,221.6
|
|
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
829.9
|
|
(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 Ended
|
|
Three Months Ended
|
||||||||||||
|
December 29, 2017
|
|
September 30, 2016
|
|
September 25, 2015
|
|
December 30, 2016
|
||||||||
Net sales
(1)
:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
2,899.0
|
|
|
$
|
3,095.4
|
|
|
$
|
2,647.0
|
|
|
$
|
763.7
|
|
Europe, Middle East and Africa
|
242.3
|
|
|
211.8
|
|
|
159.0
|
|
|
52.8
|
|
||||
Other
|
80.3
|
|
|
73.6
|
|
|
117.1
|
|
|
13.4
|
|
||||
|
$
|
3,221.6
|
|
|
$
|
3,380.8
|
|
|
$
|
2,923.1
|
|
|
$
|
829.9
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year Ended
|
|
|
|
|
||||||||||
Long-lived assets
(2)
:
|
December 29, 2017
|
|
December 30, 2016
|
|
|
|
|
||||||||
U.S.
|
$
|
788.5
|
|
|
$
|
759.1
|
|
|
|
|
|
||||
Europe, Middle East and Africa
(3)
|
127.0
|
|
|
82.9
|
|
|
|
|
|
||||||
Other
|
63.5
|
|
|
51.5
|
|
|
|
|
|
||||||
|
$
|
979.0
|
|
|
$
|
893.5
|
|
|
|
|
|
(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, net.
|
(3)
|
Includes long-lived assets located in Ireland of
$126.0 million
and
$80.9 million
as of December 29, 2017 and December 30, 2016, respectively.
|
22.
|
Selected Quarterly Financial Data (Unaudited)
|
|
For the Quarter Ended
|
||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 29, 2017
|
|
December 29, 2017
|
||||||||
Net sales
|
$
|
810.9
|
|
|
$
|
824.5
|
|
|
$
|
793.9
|
|
|
$
|
792.3
|
|
Gross profit
|
418.6
|
|
|
416.1
|
|
|
400.6
|
|
|
421.0
|
|
||||
Income from continuing operations
(2)
|
28.9
|
|
|
70.6
|
|
|
64.3
|
|
|
1,607.4
|
|
||||
Income from discontinued operations
|
370.3
|
|
|
(7.8
|
)
|
|
(0.6
|
)
|
|
1.3
|
|
||||
Net income
|
399.2
|
|
|
62.8
|
|
|
63.7
|
|
|
1,608.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
(1)
|
$
|
0.28
|
|
|
$
|
0.72
|
|
|
$
|
0.66
|
|
|
$
|
17.43
|
|
Diluted earnings per share from continuing operations
(1)
|
0.28
|
|
|
0.72
|
|
|
0.66
|
|
|
17.40
|
|
||||
|
|||||||||||||||
|
For the Quarter Ended
|
||||||||||||||
|
December 25, 2015
|
|
March 25, 2016
|
|
June 24, 2016
|
|
September 30, 2016
|
||||||||
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
|
|
(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.
|
(2)
|
Income from continuing operations for the quarter ended December 29, 2017 reflects one-time effects for the completion of the Reorganization and the impact of U.S. Tax Reform.
|
23.
|
Condensed Consolidating Financial Statements
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
0.7
|
|
|
$
|
908.8
|
|
|
$
|
351.4
|
|
|
$
|
—
|
|
|
$
|
1,260.9
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
445.8
|
|
|
—
|
|
|
445.8
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
340.4
|
|
|
—
|
|
|
340.4
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.0
|
|
|
0.2
|
|
|
82.9
|
|
|
—
|
|
|
84.1
|
|
|||||
Notes receivable
|
—
|
|
|
—
|
|
|
154.0
|
|
|
—
|
|
|
154.0
|
|
|||||
Current assets held for sale
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Intercompany receivable
|
70.0
|
|
|
173.4
|
|
|
831.4
|
|
|
(1,074.8
|
)
|
|
—
|
|
|||||
Total current assets
|
71.7
|
|
|
1,082.4
|
|
|
2,205.9
|
|
|
(1,074.8
|
)
|
|
2,285.2
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
966.8
|
|
|
—
|
|
|
966.8
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
3,482.7
|
|
|
—
|
|
|
3,482.7
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
8,375.0
|
|
|
—
|
|
|
8,375.0
|
|
|||||
Long-term assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,551.6
|
|
|
23,217.8
|
|
|
12,356.2
|
|
|
(42,125.6
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
593.1
|
|
|
—
|
|
|
4,664.8
|
|
|
(5,257.9
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
—
|
|
|
171.2
|
|
|
—
|
|
|
171.2
|
|
|||||
Total Assets
|
$
|
7,216.4
|
|
|
$
|
24,300.2
|
|
|
$
|
32,222.6
|
|
|
$
|
(48,458.3
|
)
|
|
$
|
15,280.9
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
313.5
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
313.7
|
|
Accounts payable
|
0.1
|
|
|
—
|
|
|
113.2
|
|
|
—
|
|
|
113.3
|
|
|||||
Accrued payroll and payroll-related costs
|
—
|
|
|
—
|
|
|
98.5
|
|
|
—
|
|
|
98.5
|
|
|||||
Accrued interest
|
—
|
|
|
53.0
|
|
|
4.0
|
|
|
—
|
|
|
57.0
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|||||
Accrued and other current liabilities
|
0.8
|
|
|
0.4
|
|
|
450.9
|
|
|
—
|
|
|
452.1
|
|
|||||
Current liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany payable
|
693.5
|
|
|
104.6
|
|
|
276.7
|
|
|
(1,074.8
|
)
|
|
—
|
|
|||||
Total current liabilities
|
694.4
|
|
|
471.5
|
|
|
959.3
|
|
|
(1,074.8
|
)
|
|
1,050.4
|
|
|||||
Long-term debt
|
—
|
|
|
6,206.8
|
|
|
214.1
|
|
|
—
|
|
|
6,420.9
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
67.1
|
|
|
—
|
|
|
67.1
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
73.2
|
|
|
—
|
|
|
73.2
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
689.0
|
|
|
—
|
|
|
689.0
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
94.1
|
|
|
—
|
|
|
94.1
|
|
|||||
Long-term liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany loans payable
|
—
|
|
|
5,257.9
|
|
|
—
|
|
|
(5,257.9
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
7.8
|
|
|
356.4
|
|
|
—
|
|
|
364.2
|
|
|||||
Total liabilities
|
694.4
|
|
|
11,944.0
|
|
|
2,453.2
|
|
|
(6,332.7
|
)
|
|
8,758.9
|
|
|||||
Shareholders' equity
|
6,522.0
|
|
|
12,356.2
|
|
|
29,769.4
|
|
|
(42,125.6
|
)
|
|
6,522.0
|
|
|||||
Total Liabilities and Shareholders' Equity
|
$
|
7,216.4
|
|
|
$
|
24,300.2
|
|
|
$
|
32,222.6
|
|
|
$
|
(48,458.3
|
)
|
|
$
|
15,280.9
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
0.5
|
|
|
$
|
44.5
|
|
|
$
|
297.0
|
|
|
$
|
—
|
|
|
$
|
342.0
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
431.0
|
|
|
—
|
|
|
431.0
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
350.7
|
|
|
—
|
|
|
350.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
1.0
|
|
|
—
|
|
|
130.9
|
|
|
—
|
|
|
131.9
|
|
|||||
Notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Current assets held for sale
|
—
|
|
|
—
|
|
|
310.9
|
|
|
—
|
|
|
310.9
|
|
|||||
Intercompany receivable
|
59.7
|
|
|
65.1
|
|
|
1,081.3
|
|
|
(1,206.1
|
)
|
|
—
|
|
|||||
Total current assets
|
61.2
|
|
|
109.6
|
|
|
2,601.8
|
|
|
(1,206.1
|
)
|
|
1,566.5
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
881.5
|
|
|
—
|
|
|
881.5
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
3,498.1
|
|
|
—
|
|
|
3,498.1
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
9,000.5
|
|
|
—
|
|
|
9,000.5
|
|
|||||
Long-term assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in subsidiaries
|
5,534.1
|
|
|
20,624.1
|
|
|
10,988.5
|
|
|
(37,146.7
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
3.5
|
|
|
—
|
|
|
3,325.9
|
|
|
(3,329.4
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
—
|
|
|
259.7
|
|
|
—
|
|
|
259.7
|
|
|||||
Total Assets
|
$
|
5,598.8
|
|
|
$
|
20,733.7
|
|
|
$
|
30,556.0
|
|
|
$
|
(41,682.2
|
)
|
|
$
|
15,206.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
19.7
|
|
|
$
|
251.5
|
|
|
$
|
—
|
|
|
$
|
271.2
|
|
Accounts payable
|
0.1
|
|
|
0.1
|
|
|
111.9
|
|
|
—
|
|
|
112.1
|
|
|||||
Accrued payroll and payroll-related costs
|
—
|
|
|
—
|
|
|
76.1
|
|
|
—
|
|
|
76.1
|
|
|||||
Accrued interest
|
—
|
|
|
53.9
|
|
|
14.8
|
|
|
—
|
|
|
68.7
|
|
|||||
Income taxes payable
|
—
|
|
|
—
|
|
|
101.7
|
|
|
—
|
|
|
101.7
|
|
|||||
Accrued and other current liabilities
|
1.9
|
|
|
7.5
|
|
|
547.7
|
|
|
—
|
|
|
557.1
|
|
|||||
Current liabilities held for sale
|
—
|
|
|
—
|
|
|
120.3
|
|
|
—
|
|
|
120.3
|
|
|||||
Intercompany payable
|
612.5
|
|
|
467.1
|
|
|
126.5
|
|
|
(1,206.1
|
)
|
|
—
|
|
|||||
Total current liabilities
|
614.5
|
|
|
548.3
|
|
|
1,350.5
|
|
|
(1,206.1
|
)
|
|
1,307.2
|
|
|||||
Long-term debt
|
—
|
|
|
5,860.6
|
|
|
20.2
|
|
|
—
|
|
|
5,880.8
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
136.4
|
|
|
—
|
|
|
136.4
|
|
|||||
Environmental liabilities
|
—
|
|
|
—
|
|
|
73.0
|
|
|
—
|
|
|
73.0
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
2,398.1
|
|
|
—
|
|
|
2,398.1
|
|
|||||
Other income tax liabilities
|
—
|
|
|
—
|
|
|
70.4
|
|
|
—
|
|
|
70.4
|
|
|||||
Long-term liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany loans payable
|
—
|
|
|
3,329.4
|
|
|
—
|
|
|
(3,329.4
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
7.0
|
|
|
349.1
|
|
|
—
|
|
|
356.1
|
|
|||||
Total liabilities
|
614.5
|
|
|
9,745.3
|
|
|
4,397.7
|
|
|
(4,535.5
|
)
|
|
10,222.0
|
|
|||||
Shareholders' equity
|
4,984.3
|
|
|
10,988.4
|
|
|
26,158.3
|
|
|
(37,146.7
|
)
|
|
4,984.3
|
|
|||||
Total Liabilities and Shareholders' Equity
|
$
|
5,598.8
|
|
|
$
|
20,733.7
|
|
|
$
|
30,556.0
|
|
|
$
|
(41,682.2
|
)
|
|
$
|
15,206.3
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,221.6
|
|
|
$
|
—
|
|
|
$
|
3,221.6
|
|
Cost of sales
|
2.6
|
|
|
—
|
|
|
1,562.7
|
|
|
—
|
|
|
1,565.3
|
|
|||||
Gross profit
|
(2.6
|
)
|
|
—
|
|
|
1,658.9
|
|
|
—
|
|
|
1,656.3
|
|
|||||
Selling, general and administrative expenses
|
59.5
|
|
|
0.7
|
|
|
860.7
|
|
|
—
|
|
|
920.9
|
|
|||||
Research and development expenses
|
5.1
|
|
|
—
|
|
|
272.2
|
|
|
—
|
|
|
277.3
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
31.2
|
|
|
—
|
|
|
31.2
|
|
|||||
Non-restructuring impairment charges
|
—
|
|
|
—
|
|
|
63.7
|
|
|
—
|
|
|
63.7
|
|
|||||
Separation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
(56.9
|
)
|
|
—
|
|
|
(56.9
|
)
|
|||||
Operating income (loss)
|
(67.2
|
)
|
|
(0.7
|
)
|
|
488.0
|
|
|
—
|
|
|
420.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(13.8
|
)
|
|
(353.9
|
)
|
|
(74.2
|
)
|
|
72.8
|
|
|
(369.1
|
)
|
|||||
Interest income
|
7.3
|
|
|
1.2
|
|
|
68.9
|
|
|
(72.8
|
)
|
|
4.6
|
|
|||||
Other income (expense), net
|
20.3
|
|
|
(1.7
|
)
|
|
(12.6
|
)
|
|
—
|
|
|
6.0
|
|
|||||
Intercompany interest and fees
|
(18.3
|
)
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
2,200.0
|
|
|
2,901.8
|
|
|
2,549.9
|
|
|
(7,651.7
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
2,128.3
|
|
|
2,546.7
|
|
|
3,038.3
|
|
|
(7,651.7
|
)
|
|
61.6
|
|
|||||
Benefit from income taxes
|
(6.1
|
)
|
|
(5.3
|
)
|
|
(1,698.2
|
)
|
|
—
|
|
|
(1,709.6
|
)
|
|||||
Income from continuing operations
|
2,134.4
|
|
|
2,552.0
|
|
|
4,736.5
|
|
|
(7,651.7
|
)
|
|
1,771.2
|
|
|||||
(Loss) income from discontinued operations, net of income taxes
|
—
|
|
|
(2.1
|
)
|
|
365.3
|
|
|
—
|
|
|
363.2
|
|
|||||
Net income
|
2,134.4
|
|
|
2,549.9
|
|
|
5,101.8
|
|
|
(7,651.7
|
)
|
|
2,134.4
|
|
|||||
Other comprehensive income, net of tax
|
59.6
|
|
|
59.6
|
|
|
118.2
|
|
|
(177.8
|
)
|
|
59.6
|
|
|||||
Comprehensive income
|
$
|
2,194.0
|
|
|
$
|
2,609.5
|
|
|
$
|
5,220.0
|
|
|
$
|
(7,829.5
|
)
|
|
$
|
2,194.0
|
|
|
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 impairments
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
|||||
Separation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating (loss) income
|
(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 (loss) income
|
(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
|
|
|||||
(Loss) income 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
829.9
|
|
|
$
|
—
|
|
|
$
|
829.9
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
384.1
|
|
|
—
|
|
|
384.1
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
445.8
|
|
|
—
|
|
|
445.8
|
|
|||||
Selling, general and administrative expenses
|
13.4
|
|
|
0.2
|
|
|
354.7
|
|
|
—
|
|
|
368.3
|
|
|||||
Research and development expenses
|
—
|
|
|
—
|
|
|
66.2
|
|
|
—
|
|
|
66.2
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|||||
Non-restructuring impairments
|
—
|
|
|
—
|
|
|
214.3
|
|
|
—
|
|
|
214.3
|
|
|||||
Separation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gains on divestiture and license
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating loss
|
(13.4
|
)
|
|
(0.2
|
)
|
|
(193.2
|
)
|
|
—
|
|
|
(206.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(2.9
|
)
|
|
(81.1
|
)
|
|
(17.9
|
)
|
|
10.6
|
|
|
(91.3
|
)
|
|||||
Interest income
|
—
|
|
|
0.1
|
|
|
11.0
|
|
|
(10.6
|
)
|
|
0.5
|
|
|||||
Other income (expense), net
|
1.8
|
|
|
0.7
|
|
|
(3.4
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Intercompany interest and fees
|
(4.4
|
)
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income of subsidiaries
|
(136.5
|
)
|
|
35.2
|
|
|
(44.5
|
)
|
|
145.8
|
|
|
—
|
|
|||||
Loss from continuing operations before income taxes
|
(155.4
|
)
|
|
(45.3
|
)
|
|
(243.6
|
)
|
|
145.8
|
|
|
(298.5
|
)
|
|||||
Benefit from income taxes
|
(2.2
|
)
|
|
(0.3
|
)
|
|
(119.2
|
)
|
|
—
|
|
|
(121.7
|
)
|
|||||
Loss from continuing operations
|
(153.2
|
)
|
|
(45.0
|
)
|
|
(124.4
|
)
|
|
145.8
|
|
|
(176.8
|
)
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
0.4
|
|
|
23.2
|
|
|
—
|
|
|
23.6
|
|
|||||
Net loss
|
(153.2
|
)
|
|
(44.6
|
)
|
|
(101.2
|
)
|
|
145.8
|
|
|
(153.2
|
)
|
|||||
Other comprehensive income, net of tax
|
13.1
|
|
|
13.1
|
|
|
26.0
|
|
|
(39.1
|
)
|
|
13.1
|
|
|||||
Comprehensive loss
|
$
|
(140.1
|
)
|
|
$
|
(31.5
|
)
|
|
$
|
(75.2
|
)
|
|
$
|
106.7
|
|
|
$
|
(140.1
|
)
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash from operating activities
|
$
|
1,233.2
|
|
|
$
|
1,139.4
|
|
|
$
|
2,274.9
|
|
|
$
|
(3,920.2
|
)
|
|
$
|
727.3
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(186.1
|
)
|
|
—
|
|
|
(186.1
|
)
|
|||||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
—
|
|
|
(76.3
|
)
|
|
—
|
|
|
(76.3
|
)
|
|||||
Proceeds from disposal of discontinued operations, net of cash
|
—
|
|
|
—
|
|
|
576.9
|
|
|
—
|
|
|
576.9
|
|
|||||
Intercompany loan investment
|
(589.5
|
)
|
|
—
|
|
|
(1,157.9
|
)
|
|
1,747.4
|
|
|
—
|
|
|||||
Investment in subsidiary
|
—
|
|
|
(1,475.3
|
)
|
|
—
|
|
|
1,475.3
|
|
|
—
|
|
|||||
Proceeds from sale of subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition of subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Net cash from investing activities
|
(589.5
|
)
|
|
(1,475.3
|
)
|
|
(839.5
|
)
|
|
3,222.7
|
|
|
318.4
|
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of external debt
|
—
|
|
|
1,400.0
|
|
|
65.0
|
|
|
—
|
|
|
1,465.0
|
|
|||||
Repayment of external debt and capital leases
|
—
|
|
|
(764.5
|
)
|
|
(152.7
|
)
|
|
—
|
|
|
(917.2
|
)
|
|||||
Debt financing costs
|
—
|
|
|
(12.7
|
)
|
|
—
|
|
|
—
|
|
|
(12.7
|
)
|
|||||
Proceeds from exercise of share options
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|||||
Intercompany loan borrowings
|
—
|
|
|
1,747.4
|
|
|
—
|
|
|
(1,747.4
|
)
|
|
—
|
|
|||||
Intercompany dividends
|
—
|
|
|
(1,170.0
|
)
|
|
(2,750.2
|
)
|
|
3,920.2
|
|
|
—
|
|
|||||
Capital contribution
|
—
|
|
|
—
|
|
|
1,475.3
|
|
|
(1,475.3
|
)
|
|
—
|
|
|||||
Repurchase of shares
|
(651.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(651.7
|
)
|
|||||
Other
|
4.1
|
|
|
—
|
|
|
(21.8
|
)
|
|
—
|
|
|
(17.7
|
)
|
|||||
Net cash from financing activities
|
(643.5
|
)
|
|
1,200.2
|
|
|
(1,384.4
|
)
|
|
697.5
|
|
|
(130.2
|
)
|
|||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
0.2
|
|
|
864.3
|
|
|
53.5
|
|
|
—
|
|
|
918.0
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
0.5
|
|
|
44.5
|
|
|
316.1
|
|
|
—
|
|
|
361.1
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.7
|
|
|
$
|
908.8
|
|
|
$
|
369.6
|
|
|
$
|
—
|
|
|
$
|
1,279.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at end of period
|
$
|
0.7
|
|
|
$
|
908.8
|
|
|
$
|
351.4
|
|
|
$
|
—
|
|
|
$
|
1,260.9
|
|
Restricted cash included in prepaid expenses and other assets at end of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted cash included in other long-term assets at end of period
|
—
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.7
|
|
|
$
|
908.8
|
|
|
$
|
369.6
|
|
|
$
|
—
|
|
|
$
|
1,279.1
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from 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
|
|
|
32.7
|
|
|
—
|
|
|
266.7
|
|
|||||||
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
|
|
|
—
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||||||
Net cash from investing activities
|
3.4
|
|
|
(802.4
|
)
|
|
(2,107.5
|
)
|
—
|
|
2,750.9
|
|
|
(155.6
|
)
|
||||||
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
|
)
|
|||||||
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 from 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 increase (decrease) in cash, cash equivalents and restricted cash
|
0.2
|
|
|
(127.1
|
)
|
|
(6.1
|
)
|
|
—
|
|
|
(133.0
|
)
|
|||||||
Cash, cash equivalents and restricted cash at beginning of period
|
0.1
|
|
|
152.1
|
|
|
280.4
|
|
|
—
|
|
|
432.6
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.3
|
|
|
$
|
25.0
|
|
|
$
|
274.3
|
|
|
$
|
—
|
|
|
$
|
299.6
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
0.3
|
|
|
$
|
25.0
|
|
|
$
|
255.2
|
|
|
$
|
—
|
|
|
$
|
280.5
|
|
||
Restricted cash included in prepaid expenses and other assets at end of period
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||
Restricted cash included in other long-term assets at end of period
|
—
|
|
|
—
|
|
|
19.0
|
|
|
—
|
|
|
19.0
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.3
|
|
|
$
|
25.0
|
|
|
$
|
274.3
|
|
|
$
|
—
|
|
|
$
|
299.6
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from operating activities
|
$
|
207.0
|
|
|
$
|
(148.2
|
)
|
|
$
|
871.7
|
|
|
$
|
—
|
|
|
$
|
930.5
|
|
||
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
|
|
|
—
|
|
|||||||
Subsidiary dividend proceeds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Investment in subsidiary
|
—
|
|
|
(3,014.4
|
)
|
|
—
|
|
|
3,014.4
|
|
|
—
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|||||||
Net cash from investing activities
|
(149.4
|
)
|
|
(3,014.4
|
)
|
|
(2,853.9
|
)
|
—
|
|
3,718.0
|
|
|
(2,299.7
|
)
|
||||||
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
|
)
|
|||||||
Debt financing costs
|
—
|
|
|
(39.1
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(39.9
|
)
|
|||||||
Proceeds from exercise of share options
|
34.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
|||||||
Subsidiary dividend payment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
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 from financing activities
|
(57.8
|
)
|
|
3,296.2
|
|
—
|
|
1,515.4
|
|
|
(3,718.0
|
)
|
|
1,035.8
|
|
||||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
(11.6
|
)
|
|||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(0.2
|
)
|
|
133.6
|
|
|
(478.4
|
)
|
|
—
|
|
|
(345.0
|
)
|
|||||||
Cash, cash equivalents and restricted cash at beginning of period
|
0.3
|
|
|
18.5
|
|
|
758.8
|
|
|
—
|
|
|
777.6
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.1
|
|
|
$
|
152.1
|
|
|
$
|
280.4
|
|
|
$
|
—
|
|
|
$
|
432.6
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
0.1
|
|
|
$
|
152.1
|
|
|
$
|
213.7
|
|
|
$
|
—
|
|
|
$
|
365.9
|
|
||
Restricted cash included in prepaid expenses and other assets at end of period
|
—
|
|
|
—
|
|
|
47.7
|
|
|
—
|
|
|
47.7
|
|
|||||||
Restricted cash included in other long-term assets at end of period
|
—
|
|
|
—
|
|
|
19.0
|
|
|
—
|
|
|
19.0
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.1
|
|
|
$
|
152.1
|
|
|
$
|
280.4
|
|
|
$
|
—
|
|
|
$
|
432.6
|
|
|
Mallinckrodt plc
|
|
Mallinckrodt International Finance S.A.
|
|
Other Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash from operating activities
|
$
|
17.4
|
|
|
$
|
(94.0
|
)
|
|
$
|
272.2
|
|
|
$
|
—
|
|
|
$
|
195.6
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(65.2
|
)
|
|
—
|
|
|
(65.2
|
)
|
|||||||
Acquisitions and intangibles, net of cash acquired
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||||
Intercompany loan investment
|
—
|
|
|
—
|
|
|
(424.7
|
)
|
|
424.7
|
|
|
—
|
|
|||||||
Subsidiary dividend proceeds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Investment in subsidiary
|
—
|
|
|
(260.0
|
)
|
|
—
|
|
|
260.0
|
|
|
—
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
—
|
|
|
(10.2
|
)
|
|||||||
Net cash from activities
|
—
|
|
|
(260.0
|
)
|
|
(501.9
|
)
|
—
|
|
684.7
|
|
|
(77.2
|
)
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of external debt
|
—
|
|
|
175.0
|
|
|
15.0
|
|
|
—
|
|
|
190.0
|
|
|||||||
Repayment of external debt and capital leases
|
—
|
|
|
(86.2
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(86.7
|
)
|
|||||||
Debt financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Proceeds from exercise of share options
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||||
Subsidiary dividend payment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Intercompany loan borrowings
|
140.0
|
|
|
284.7
|
|
|
—
|
|
|
(424.7
|
)
|
|
—
|
|
|||||||
Capital contribution
|
—
|
|
|
—
|
|
|
260.0
|
|
|
(260.0
|
)
|
|
—
|
|
|||||||
Repurchase of shares
|
(158.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158.8
|
)
|
|||||||
Other
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||||
Net cash from financing activities
|
(17.2
|
)
|
|
373.5
|
|
—
|
|
274.5
|
|
|
(684.7
|
)
|
|
(53.9
|
)
|
||||||
Effect of currency rate changes on cash
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||||
Net increase in cash, cash equivalents and restricted cash
|
0.2
|
|
|
19.5
|
|
|
41.8
|
|
|
—
|
|
|
61.5
|
|
|||||||
Cash, cash equivalents and restricted cash at beginning of period
|
0.3
|
|
|
25.0
|
|
|
274.3
|
|
|
—
|
|
|
299.6
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.5
|
|
|
$
|
44.5
|
|
|
$
|
316.1
|
|
|
$
|
—
|
|
|
$
|
361.1
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
0.5
|
|
|
$
|
44.5
|
|
|
$
|
297.0
|
|
|
$
|
—
|
|
|
$
|
342.0
|
|
||
Restricted cash included in prepaid expenses and other assets at end of period
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||
Restricted cash included in other long-term assets at end of period
|
—
|
|
|
—
|
|
|
19.0
|
|
|
—
|
|
|
19.0
|
|
|||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
0.5
|
|
|
$
|
44.5
|
|
|
$
|
316.1
|
|
|
$
|
—
|
|
|
$
|
361.1
|
|
24.
|
Subsequent Events
|
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.
|
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
December 29, 2017
, September 30
, 2016 and September 25, 2015
and the three months ended
December 30, 2016
|
•
|
Consolidated Statement of Comprehensive Income for the fiscal year ended
December 29, 2017
, September 30
, 2016 and September 25, 2015
and the three months ended
December 30, 2016
|
•
|
Consolidated Balance Sheets as of
December 29, 2017
and
December 30, 2016
|
•
|
Consolidated Statement of Cash Flows for the fiscal year ended
December 29, 2017
, September 30
, 2016 and September 25, 2015
and the three months ended
December 30, 2016
|
•
|
Consolidated Statement of Changes in Shareholders' Equity for the period from September 26, 2014 to
December 29, 2017
|
•
|
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 December 29, 2017
|
|
$
|
4.0
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
3.9
|
|
Three months ended December 30, 2016
|
|
4.0
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
4.0
|
|
|||||
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
|
|
|||||
Sales reserve accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended December 29, 2017
|
|
$
|
391.3
|
|
|
$
|
2,008.5
|
|
|
$
|
—
|
|
|
$
|
(2,023.2
|
)
|
|
$
|
376.6
|
|
Three months ended December 30, 2016
|
|
378.0
|
|
|
515.3
|
|
|
—
|
|
|
(502.0
|
)
|
|
391.3
|
|
|||||
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
|
|
|||||
Tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended December 29, 2017
|
|
$
|
1,398.3
|
|
|
$
|
804.6
|
|
|
$
|
4.0
|
|
|
$
|
61.0
|
|
|
$
|
2,267.9
|
|
Three months ended December 30, 2016
|
|
564.9
|
|
|
833.4
|
|
|
—
|
|
|
—
|
|
|
1,398.3
|
|
|||||
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
|
|
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
|
|
|
|
|
February 27, 2018
|
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
|
|
February 27, 2018
|
Mark C. Trudeau
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
/s/ Matthew K. Harbaugh
|
|
Executive Vice President and Chief Financial Officer
|
|
February 27, 2018
|
Matthew K. Harbaugh
|
|
(principal financial officer)
|
|
|
|
|
|
|
|
/s/ Kathleen A. Schaefer
|
|
Senior Vice President and Corporate Controller
|
|
February 27, 2018
|
Kathleen A. Schaefer
|
|
(principal accounting officer)
|
|
|
|
|
|
|
|
/s/ Melvin D. Booth
|
|
Chairman of the Board of Directors
|
|
February 27, 2018
|
Melvin D. Booth
|
|
|
|
|
|
|
|
|
|
/s/ David R. Carlucci
|
|
Director
|
|
February 27, 2018
|
David R. Carlucci
|
|
|
|
|
|
|
|
|
|
/s/ J. Martin Carroll
|
|
Director
|
|
February 27, 2018
|
J. Martin Carroll
|
|
|
|
|
|
|
|
|
|
/s/ Diane H. Gulyas
|
|
Director
|
|
February 27, 2018
|
Diane H. Gulyas
|
|
|
|
|
|
|
|
|
|
/s/ David Y. Norton
|
|
Director
|
|
February 27, 2018
|
David Y. Norton
|
|
|
|
|
|
|
|
|
|
/s/ JoAnn A. Reed
|
|
Director
|
|
February 27, 2018
|
JoAnn A. Reed
|
|
|
|
|
|
|
|
|
|
/s/ Angus C. Russell
|
|
Director
|
|
February 27, 2018
|
Angus C. Russell
|
|
|
|
|
|
|
|
|
|
/s/ Kneeland C. Youngblood, M.D.
|
|
Director
|
|
February 27, 2018
|
Kneeland C. Youngblood, M.D.
|
|
|
|
|
|
|
|
|
|
/s/ Joseph A. Zaccagnino
|
|
Director
|
|
February 27, 2018
|
Joseph A. Zaccagnino
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
|
2.5
|
|
|
2.6
|
|
|
2.7
|
|
|
2.8
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16*
|
|
|
10.17*
|
|
|
10.18*
|
|
|
10.19*
|
|
|
10.20*
|
|
|
10.21*
|
|
|
10.22*
|
|
|
10.23*
|
|
10.24*
|
|
|
10.25*
|
|
|
10.26*
|
|
|
10.27*
|
|
|
10.28*
|
|
|
10.29*
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101
|
|
The following materials from the Mallinckrodt plc Annual Report on Form 10-K for the fiscal year ended December 29, 2017 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.
|
Americas 92524946
|
|
|
Americas 92524946
|
|
|
Americas 92524946
|
|
|
|
|
Page
|
Article I
|
Purpose
|
1
|
1.1
|
Supplemental Savings and Retirement Plan
|
1
|
1.2
|
Background
|
1
|
1.3
|
Merger of Certain Benefits Under the Covidien Supplemental Executive Retirement Plan into the SSRP
|
2
|
1.4
|
Benefits Under the Covidien SSRP and the Covidien SERP
|
2
|
1.5
|
Deferred Compensation Plan
|
2
|
1.6
|
Transferred Participant Elections Under the Covidien SSRP
|
2
|
Article II
|
Definitions
|
2
|
2.1
|
Account
|
3
|
2.2
|
Administrative Error Correction
|
3
|
2.3
|
Affiliated Company
|
3
|
2.4
|
Annual Enrollment Period
|
4
|
2.5
|
Beneficiary(ies)
|
4
|
2.6
|
Board
|
4
|
2.7
|
Bonus Compensation
|
4
|
2.8
|
Bonus Compensation Deferral
|
4
|
2.9
|
Cause
|
4
|
2.10
|
Change of Control
|
5
|
2.11
|
Code
|
6
|
2.12
|
Committee
|
6
|
2.13
|
Company
|
6
|
2.14
|
Company Credit
|
6
|
2.15
|
Compensation
|
6
|
2.16
|
Compensation Deferral
|
6
|
2.17
|
Compensation Limit
|
6
|
2.18
|
Core Company Credit
|
6
|
2.19
|
Covidien
|
6
|
2.2
|
Covidien SERP
|
6
|
2.21
|
Covidien SSRP
|
6
|
2.22
|
Disability
|
7
|
2.23
|
Discretionary Credit
|
7
|
2.24
|
Effective Date
|
7
|
2.25
|
Eligible Employee
|
7
|
2.26
|
Enrollment and Payment Agreement
|
7
|
2.27
|
Exchange Act
|
7
|
2.28
|
Fiscal Year
|
7
|
2.29
|
Grandfathered Participant
|
7
|
2.3
|
Matching Credit
|
8
|
2.31
|
Measurement Funds
|
8
|
2.32
|
Participant
|
8
|
2.33
|
Payment Date
|
8
|
2.34
|
Plan
|
8
|
2.35
|
Plan Administrator
|
8
|
2.36
|
Plan Year
|
8
|
2.37
|
Prior Eligible Employee
|
8
|
2.38
|
Responsible Company
|
8
|
2.39
|
Retirement
|
9
|
2.4
|
RSIP
|
9
|
2.41
|
Sales Incentive Compensation
|
9
|
2.42
|
Separation
|
9
|
2.43
|
Separation Date
|
9
|
2.44
|
Separation from Service
|
9
|
2.45
|
Separation Payment
|
9
|
2.46
|
SERP
|
9
|
2.47
|
SERP Participant
|
9
|
2.48
|
Specified Date Payment
|
9
|
2.49
|
SSRP
|
9
|
2.5
|
SSRP Participant
|
10
|
2.51
|
Subsidiary Change of Control
|
10
|
2.52
|
Tyco SERP
|
10
|
2.53
|
Tyco SSRP
|
10
|
2.54
|
Unforeseeable Emergency
|
10
|
Article III Administration
|
|
10
|
3.1
|
Plan Administrator
|
10
|
Article IV Participation
|
|
10
|
4.1
|
Eligible Employees
|
10
|
4.2
|
Future Eligible Employees
|
10
|
4.3
|
Prior Eligible Employees
|
11
|
Article V Basic Deferral Participation
|
|
11
|
5.1
|
Election to Participate
|
11
|
5.2
|
Amount of Deferral Election
|
11
|
5.3
|
Deferral Limits
|
12
|
5.4
|
Period of Commitment
|
12
|
5.5
|
Vesting of Compensation Deferrals
|
12
|
5.6
|
Compensation Deferral Cancellation
|
12
|
Article VI Matching, Company and Discretionary Credits
|
|
12
|
6.1
|
Matching Credits
|
12
|
6.2
|
Company Credits
|
12
|
6.3
|
Discretionary Credits
|
13
|
6.4
|
Vesting of Matching, Company, Core and Discretionary Credits
|
13
|
Article VII Participant Account
|
|
14
|
7.1
|
Establishment of Account
|
14
|
7.2
|
Earnings (or Losses) on Account
|
14
|
7.3
|
Valuation of Account
|
14
|
7.4
|
Statement of Account
|
14
|
7.5
|
Payments from Account
|
14
|
7.6
|
Separate Accounting
|
15
|
Article VIII Payments to Participants
|
|
15
|
8.1
|
Distribution of Payments.
|
15
|
8.2
|
Change in Election
|
16
|
8.3
|
Cash-Out Payments
|
16
|
8.4
|
Death or Disability Benefit
|
16
|
8.5
|
Valuation of Payments
|
16
|
8.6
|
Unforeseeable Emergency
|
17
|
8.7
|
Withholding Taxes
|
17
|
8.8
|
Effect of Payment
|
17
|
8.9
|
Delay of Payment for Specified Employees
|
17
|
Article IX Claims Procedures
|
|
17
|
9.1
|
Filing a Claim
|
17
|
9.2
|
Appeal of Denied Claims
|
18
|
9.3
|
Legal Action
|
19
|
Article X Miscellaneous
|
19
|
|
10.1
|
Protective Provisions
|
19
|
10.2
|
Inability to Locate Participant or Beneficiary
|
19
|
10.3
|
Designation of Beneficiary
|
19
|
10.4
|
No Contract of Employment
|
20
|
10.5
|
No Limitation on Company Actions
|
20
|
10.6
|
Obligations to Company
|
20
|
10.7
|
No Liability for Action or Omission
|
20
|
10.8
|
Nonalienation of Benefits
|
20
|
10.9
|
Liability for Benefit Payments
|
21
|
10.1
|
Unfunded Status of Plan
|
21
|
10.11
|
Forfeiture for Cause
|
21
|
10.12
|
Governing Law
|
22
|
10.13
|
Severability of Provisions
|
22
|
10.14
|
Headings and Captions
|
22
|
10.15
|
Gender, Singular and Plural
|
22
|
10.16
|
Notice
|
22
|
10.17
|
Amendment and Termination
|
22
|
Appendix I
|
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PROVISIONS
|
23
|
Name of Subsidiary
|
|
Jurisdiction of Formation
|
101610 P.E.I., Inc.
|
|
Prince Edward Island
|
Acthar IP Unlimited Company
|
|
Ireland
|
BioVectra Inc.
|
|
Prince Edward Island
|
Cache Holdings Limited
|
|
Bermuda
|
Carnforth Limited
|
|
Bermuda
|
Dritte CORSA Verwaltungsgesellschaft GmbH
|
|
Germany
|
Ikaria Australia Pty Ltd
|
|
Australia
|
Ikaria Canada Inc.
|
|
Canada
|
IMC Exploration Company
|
|
Maryland
|
Infacare Pharmaceutical Corporation
|
|
Delaware
|
INO Therapeutics LLC
|
|
Delaware
|
Ludlow Corporation
|
|
Massachusetts
|
MAK LLC
|
|
Delaware
|
Mallinckrodt APAP LLC
|
|
Delaware
|
Mallinckrodt ARD Finance LLC
|
|
Delaware
|
Mallinckrodt ARD Holdings Inc.
|
|
Delaware
|
Mallinckrodt ARD Holdings Limited
|
|
United Kingdom
|
Mallinckrodt ARD Inc.
|
|
California
|
Mallinckrodt ARD IP Limited
|
|
Ireland
|
Mallinckrodt Brand Pharmaceuticals, Inc.
|
|
Delaware
|
Mallinckrodt Buckingham Unlimited Company
|
|
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 Finance Inc.
|
|
Delaware
|
Mallinckrodt Equinox Limited
|
|
United Kingdom
|
Mallinckrodt Finance GmbH
|
|
Switzerland
|
Mallinckrodt Finance Management Ireland Limited
|
|
Ireland
|
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 Unlimited Company
|
|
Ireland
|
Mallinckrodt LLC
|
|
Delaware
|
Mallinckrodt Lux IP S.a r.l.
|
|
Luxembourg
|
Mallinckrodt Manufacturing LLC
|
|
Delaware
|
Mallinckrodt Medical Holdings (UK) Limited
|
|
United Kingdom
|
Mallinckrodt Nuclear LLC
|
|
Delaware
|
Mallinckrodt PEI Inc
|
|
Quebec
|
Mallinckrodt Petten Holdings B.V.
|
|
Netherlands
|
Mallinckrodt Pharma IP Trading Designated Activity Company
|
|
Ireland
|
Mallinckrodt Pharma K.K.
|
|
Japan
|
Mallinckrodt Pharmaceuticals India Private Limited
|
|
India
|
Mallinckrodt Pharmaceuticals Ireland Limited
|
|
Ireland
|
Mallinckrodt Pharmaceuticals Limited
|
|
United Kingdom
|
Mallinckrodt Quincy S.a r.l.
|
|
Luxembourg
|
Mallinckrodt Radioisotopes B.V.
|
|
Netherlands
|
Mallinckrodt Securitization Sarl
|
|
Luxembourg
|
Mallinckrodt Specialty Pharmaceuticals Ireland Limited
|
|
Ireland
|
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 Unlimited Company
|
|
Ireland
|
Mallinckrodt Windsor Sarl
|
|
Luxembourg
|
MCCH, Inc.
|
|
Delaware
|
MEH, Inc.
|
|
Nevada
|
MHP Finance, Inc.
|
|
Delaware
|
MKG Medical UK Ltd
|
|
United Kingdom
|
Montjeu Limited
|
|
Ireland
|
MUSHI UK Holdings Limited
|
|
United Kingdom
|
OCERA Subsidiary, Inc.
|
|
Delaware
|
OCERA Therapeutics, Inc.
|
|
Delaware
|
Phoenixglade Limited
|
|
Ireland
|
Profibrix B.V.
|
|
Netherlands
|
Questcor International Ltd.
|
|
Ireland
|
SpecGx LLC
|
|
Delaware
|
Stratatech Corporation
|
|
Delaware
|
Sun Acquisition Co.
|
|
Delaware
|
Therakos (Belgium) SPRL
|
|
Belgium
|
Therakos (Canada) Company
|
|
Nova Scotia
|
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
|
|
|
||||
1.
|
I have reviewed this annual report on Form 10-K of Mallinckrodt plc;
|
||||
|
|
||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||
|
|
||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||
|
|
||||
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
||||
|
|
||||
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||
|
|
|
|||
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|||
|
|
||||
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||
|
|
||||
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||
|
|
||||
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||||
|
|
||||
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||
|
|
||||
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 27, 2018
|
|
By:
|
/s/ Mark C. Trudeau
|
|
|
Mark C. Trudeau
|
|
|
|
President and Chief Executive Officer and Director
(principal executive officer)
|
|
|
||||
1.
|
I have reviewed this annual report on Form 10-K of Mallinckrodt plc;
|
||||
|
|
||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||
|
|
||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||
|
|
||||
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
||||
|
|
||||
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||
|
|
|
|||
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|||
|
|
||||
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||
|
|
||||
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||
|
|
||||
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||||
|
|
||||
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||
|
|
||||
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 27, 2018
|
|
By:
|
/s/ Matthew K. Harbaugh
|
|
|
Matthew K. Harbaugh
|
|
|
|
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
By:
|
/s/ Mark C. Trudeau
|
Mark C. Trudeau
|
|
President and Chief Executive Officer and Director
|
By:
|
/s/ Matthew K. Harbaugh
|
Matthew K. Harbaugh
|
|
Executive Vice President and Chief Financial Officer
|