Ireland
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N/A
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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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Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
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-
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(Address of principal executive offices)
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(Zip Code)
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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, €0.001 par value
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New York Stock Exchange
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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Page No.
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|
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Part I.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Additional Item.
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Part II.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV.
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Item 15.
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Item 1.
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Business.
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Product Categories
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Retail
Market Size
(Billions)
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Comparable National Brands
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Cough/Cold/Allergy/Sinus
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$7.2
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Advil®, Afrin®, Alka Seltzer®, Allegra®, Benadryl®, Claritin®, DayQuil®, Delsym®, Dimetapp®, Mucinex®, NyQuil®, Robitussin®, Sudafed®, Theraflu®, Triaminic®, Tylenol®, Vicks®, Zyrtec®
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Gastrointestinal
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$3.9
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Immodium A-D®, Maalox®, MiraLAX®, Mylanta®, Pepcid® AC, Pepto Bismol®, Phillips®, Prevacid®, Prilosec OTC®, Tagamet HB®, Tums®, Zantac®
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Analgesics
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$3.5
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Advil®, Aleve®, Bayer®, Excedrin®, Motrin®, Tylenol®
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Smoking Cessation
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$0.9
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Nicorette®
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Animal Health
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$0.5
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Capstar®, Cosequin®, Frontline®, Heartgard®, Parastar®
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Diabetes Care
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$0.5
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OneTouch Accu-check®
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Product Categories
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Retail
Market Size
(Billions)
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Comparable National Brands
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Dietary Supplements
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$6.3
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Centrum®, Flintstones®, One-A-Day®, Caltrate®, Pedialyte®, Osteo Bi-Flex®
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Infant Formulas
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$4.0
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(1)
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Similac®, Enfamil®, Gerber Good Start®, Earth’s Best®
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Baby & Toddler Foods
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$1.5
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Gerber®, Beechnut®, Earth’s Best®
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Generic Name
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Competitive Brand-Name Drug
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Adapalene cream
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Differin®
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Bacitracin ophthalmic ointment
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N/A
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Cetirizine tablets and syrup
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Zyrtec®
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Clindamycin phosphate and benzoyl peroxide gel
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Duac®
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Clobetasol foam, lotion and shampoo
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Olux®, Olux-E®, Clobex®
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Desonide cream, ointment
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Desonate®, Tridesilon®
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Halobetasol ointment and cream
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Ultravate®
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Loratadine tablets
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Claritin®
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Liothyronine sodium tablets
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Cytomel®
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Mupirocin ointment
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Bactroban®
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Nystatin topical powder
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Mycostatin®
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Permethrin cream
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Elimite®
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Polyethylene glycol 3350
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MiraLAX®
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Testosterone cypionate injection
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Depo® - Testoterone
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Triamcinolone acetonide nasal spray
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Nasacort® AQ
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•
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Helping consumers access safe, effective and affordable healthcare products;
|
•
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Complying with regulatory and legal requirements;
|
•
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Demonstrating environmental stewardship;
|
•
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Continuously improving packaging sustainability;
|
•
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Protecting human rights of its global employees and challenging its partners to do the same;
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•
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Providing a safe and healthy work environment for its employees; and
|
•
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Establishing effective community partnerships.
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Country
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|
Total Number of
Employees
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Number of Employees Covered by
Collective Bargaining Agreements
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U.S.
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6,500
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290
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Israel
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1,300
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550
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Mexico
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1,200
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700
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U.K.
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800
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—
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Rest of the world
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420
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—
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Item 1A.
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Risk Factors.
|
•
|
uncertainties in assessing the value, strengths, and potential profitability of, and identifying the extent of all weaknesses, risks, contingent and other liabilities of, the respective parties;
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•
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the potential loss of key customers, management and employees of an acquired business;
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•
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the consummation of financing transactions, acquisitions or dispositions and the related effects on the Company's business;
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•
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the ability to achieve identified operating and financial synergies from an acquisition in the amounts and on the timeframe;
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•
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problems that could arise from the integration of the respective businesses, including the application of internal control processes to the acquired business; and
|
•
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unanticipated changes in business, industry, market, or general economic conditions that differ from the assumptions underlying the Company's rationale for pursuing the transaction.
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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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Location
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No. of
Facilities
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Approx. Square
Footage
|
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Segment(s)
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|||||
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Owned
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Leased
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|||||||
Dublin, Ireland
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1
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—
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20,000
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Specialty Sciences
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Michigan
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38
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2,330,000
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1,514,000
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Consumer Healthcare, Nutritionals, Rx Pharmaceuticals
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New York
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4
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—
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282,000
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Consumer Healthcare, Nutritionals, Rx Pharmaceuticals
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South Carolina
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3
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200,000
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460,000
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Consumer Healthcare, Nutritionals, Rx Pharmaceuticals
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Ohio
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1
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97,000
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—
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Nutritionals
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Vermont
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4
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215,000
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101,000
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Nutritionals
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Virginia
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10
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|
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—
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40,000
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Nutritionals
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Minnesota
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2
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200,000
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97,000
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Rx Pharmaceuticals
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Nebraska
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1
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130,000
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—
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Consumer Healthcare
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Kansas
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2
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|
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87,000
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|
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25,000
|
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Consumer Healthcare
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Tennessee
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2
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|
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—
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300,000
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Consumer Healthcare
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California
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1
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|
|
—
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55,000
|
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Specialty Sciences
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Pennsylvania
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2
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|
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—
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113,000
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Specialty Sciences
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Barnsley, U.K.
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1
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|
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—
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155,000
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Consumer Healthcare
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Braunton, U.K.
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1
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|
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223,000
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|
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—
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Consumer Healthcare
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Leeds, U.K.
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5
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|
|
—
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|
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103,000
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Rx Pharmaceuticals
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Ramos Arizpe, Mexico
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5
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327,000
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165,000
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Consumer Healthcare, Nutritionals
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Guadalajara Jalisco, Mexico
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4
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|
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59,000
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25,000
|
|
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Consumer Healthcare
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Toluca, Mexico
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|
1
|
|
|
—
|
|
|
23,000
|
|
|
Consumer Healthcare
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Balcatta, Western Australia
|
|
1
|
|
|
37,000
|
|
|
—
|
|
|
Consumer Healthcare
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Baulkham Hills, New South Wales
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|
1
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|
|
—
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|
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18,000
|
|
|
Consumer Healthcare
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Maharashtra, India
|
|
1
|
|
|
240,000
|
|
|
—
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|
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Consumer Healthcare, API
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Yeruham, Israel
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|
1
|
|
|
270,000
|
|
|
—
|
|
|
Rx Pharmaceuticals
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B’nei-Brak, Israel
|
|
3
|
|
|
—
|
|
|
106,000
|
|
|
Rx Pharmaceuticals, Israel Pharmaceuticals and Diagnostic Products
(1)
, API
|
Neot Hovav, Israel
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|
1
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|
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750,000
|
|
|
—
|
|
|
API
|
(1)
|
Represents operating segment in Other category
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Additional Item.
|
Executive Officers of the Registrant.
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Name
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|
Age
|
|
Position
|
Douglas S. Boothe
|
|
50
|
|
Executive Vice President, General Manager, Rx Pharmaceuticals
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Judy L. Brown
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46
|
|
Executive Vice President, Chief Financial Officer
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Thomas M. Farrington
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|
57
|
|
Senior Vice President, Chief Information Officer
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John T. Hendrickson
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51
|
|
Executive Vice President, Global Operations and Supply Chain
|
Scott F. Jamison
|
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58
|
|
Executive Vice President, General Manager, Nutritionals
|
Todd W. Kingma
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54
|
|
Executive Vice President, General Counsel and Secretary
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Sharon Kochan
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46
|
|
Executive Vice President, General Manager, International
|
Jeffrey R. Needham
|
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58
|
|
Executive Vice President, General Manager, Consumer Healthcare
|
Joseph C. Papa
|
|
58
|
|
Chairman, President and Chief Executive Officer
|
Jatin Shah, Ph.D.
|
|
61
|
|
Senior Vice President, Chief Scientific Officer
|
Michael R. Stewart
|
|
62
|
|
Senior Vice President, Global Human Resources
|
Louis W. Yu, Ph.D.
|
|
64
|
|
Executive Vice President, Global Quality
|
Item 5.
|
Market for Registrant's Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Fiscal Year Ended
|
||||||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
134.31
|
|
|
$
|
115.94
|
|
|
$
|
119.29
|
|
|
$
|
104.86
|
|
Second Quarter
|
$
|
157.47
|
|
|
$
|
122.56
|
|
|
$
|
120.78
|
|
|
$
|
99.93
|
|
Third Quarter
|
$
|
168.39
|
|
|
$
|
144.46
|
|
|
$
|
118.86
|
|
|
$
|
98.79
|
|
Fourth Quarter
|
$
|
158.99
|
|
|
$
|
125.37
|
|
|
$
|
122.04
|
|
|
$
|
112.05
|
|
|
6/27/2009
|
6/26/2010
|
6/25/2011
|
6/30/2012
|
6/29/2013
|
6/28/2014
|
Perrigo Company plc**
|
$100
|
$214
|
$312
|
$430
|
$442
|
$535
|
S&P 500
|
$100
|
$114
|
$150
|
$158
|
$190
|
$237
|
S&P Pharmaceuticals
|
$100
|
$110
|
$136
|
$157
|
$195
|
$250
|
Fiscal 2014
|
|
Total
Number of
Shares
Purchased
(1)
|
|
Average
Price Paid per
Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
|
|
Value of Shares
Available for
Purchase
|
||||||
|
|
|
|
|
|
|
|
$
|
—
|
|
||||
March 30 to May 3
|
|
81
|
|
|
$
|
153.16
|
|
|
—
|
|
|
$
|
—
|
|
May 4 to May 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
June 1 to June 28
|
|
311
|
|
|
$
|
138.95
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
392
|
|
|
|
|
—
|
|
|
|
(1)
|
Private party transactions accounted for all of the shares repurchased in the period from March 30 to June 28.
|
Item 6.
|
Selected Financial Data.
|
|
Fiscal Year
|
||||||||||||||||||
(in millions, except per share amounts)
|
2014
(1)(2)
|
|
2013
(1)(3)
|
|
2012
(1)(4)
|
|
2011
|
|
2010
(5)(6)
|
||||||||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
|
$
|
3,173.2
|
|
|
$
|
2,755.0
|
|
|
$
|
2,268.2
|
|
Cost of sales
|
2,613.1
|
|
|
2,259.8
|
|
|
2,077.7
|
|
|
1,810.2
|
|
|
1,521.9
|
|
|||||
Gross profit
|
1,447.7
|
|
|
1,280.0
|
|
|
1,095.6
|
|
|
944.9
|
|
|
746.2
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Distribution
|
55.3
|
|
|
47.5
|
|
|
39.1
|
|
|
34.7
|
|
|
28.3
|
|
|||||
Research and development
|
152.5
|
|
|
115.2
|
|
|
105.8
|
|
|
89.3
|
|
|
83.5
|
|
|||||
Selling
|
208.6
|
|
|
186.1
|
|
|
148.3
|
|
|
132.4
|
|
|
91.5
|
|
|||||
Administration
|
411.3
|
|
|
240.2
|
|
|
224.4
|
|
|
197.3
|
|
|
178.5
|
|
|||||
Write-off of in-process research and development
|
6.0
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
19.0
|
|
|||||
Restructuring
|
47.0
|
|
|
2.9
|
|
|
8.8
|
|
|
1.0
|
|
|
9.5
|
|
|||||
Total
|
880.7
|
|
|
600.9
|
|
|
526.4
|
|
|
454.7
|
|
|
410.3
|
|
|||||
Operating income
|
567.0
|
|
|
679.1
|
|
|
569.2
|
|
|
490.2
|
|
|
335.9
|
|
|||||
Interest, net
|
103.5
|
|
|
65.8
|
|
|
60.7
|
|
|
42.3
|
|
|
28.4
|
|
|||||
Other expense (income), net
|
12.4
|
|
|
0.9
|
|
|
(3.5
|
)
|
|
(2.7
|
)
|
|
(1.2
|
)
|
|||||
Losses on sales of investments
|
12.7
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
165.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
272.6
|
|
|
607.7
|
|
|
512.0
|
|
|
450.5
|
|
|
308.7
|
|
|||||
Income tax expense
|
67.3
|
|
|
165.8
|
|
|
119.0
|
|
|
110.0
|
|
|
84.2
|
|
|||||
Income from continuing operations
|
205.3
|
|
|
441.9
|
|
|
393.0
|
|
|
340.6
|
|
|
224.4
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
8.6
|
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|||||
Net income
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
401.6
|
|
|
$
|
339.2
|
|
|
$
|
223.8
|
|
Basic earnings from continuing operations per share
|
$
|
1.78
|
|
|
$
|
4.71
|
|
|
$
|
4.22
|
|
|
$
|
3.69
|
|
|
$
|
2.46
|
|
Diluted earnings from continuing operations per share
|
$
|
1.77
|
|
|
$
|
4.68
|
|
|
$
|
4.18
|
|
|
$
|
3.64
|
|
|
$
|
2.42
|
|
Basic earnings per share
|
$
|
1.78
|
|
|
$
|
4.71
|
|
|
$
|
4.31
|
|
|
$
|
3.67
|
|
|
$
|
2.45
|
|
Diluted earnings per share
|
$
|
1.77
|
|
|
$
|
4.68
|
|
|
$
|
4.27
|
|
|
$
|
3.63
|
|
|
$
|
2.41
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
115.1
|
|
|
93.9
|
|
|
93.2
|
|
|
92.3
|
|
|
91.4
|
|
|||||
Diluted
|
115.6
|
|
|
94.5
|
|
|
94.1
|
|
|
93.5
|
|
|
92.8
|
|
|||||
Dividends declared per share
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.31
|
|
|
$
|
0.2725
|
|
|
$
|
0.2425
|
|
(1)
|
See
Item 7
for Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
(2)
|
Includes the results of operations for Elan, Fera (Methazolomide), and Aspen for the six, five and four months ended
June 28, 2014
, respectively.
|
(3)
|
Includes the results of operations for Fera, Velcera, Rosemont, Cobrek, and Sergeant's for the two weeks, and three, five, six and nine months ended
June 29, 2013
, respectively.
|
(4)
|
Includes the results of operations for Paddock and CanAm for the eleven and six months ended
June 30, 2012
, respectively.
|
(5)
|
Financial data has been retrospectively adjusted due to the voluntary change in accounting principle to eliminate a one-month reporting lag for the Company's non-U.S. subsidiaries.
|
(6)
|
Includes the results of operations for Orion and PBM for the four and two months ended
June 26, 2010
, respectively.
|
(in millions)
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
|
June 25, 2011
|
|
June 26, 2010
(1)
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and current portion of investment securities
|
$
|
805.4
|
|
|
$
|
779.9
|
|
|
$
|
602.5
|
|
|
$
|
310.1
|
|
|
$
|
110.3
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|||||
Working capital, excluding cash and current portion of investment securities
|
670.8
|
|
|
707.6
|
|
|
540.7
|
|
|
462.7
|
|
|
367.9
|
|
|||||
Property and equipment, net
|
779.9
|
|
|
681.4
|
|
|
578.4
|
|
|
507.3
|
|
|
448.6
|
|
|||||
Goodwill and other indefinite-lived intangible assets
|
3,543.8
|
|
|
1,174.1
|
|
|
820.1
|
|
|
644.9
|
|
|
618.0
|
|
|||||
Other intangible assets, net
|
6,787.0
|
|
|
1,157.6
|
|
|
729.3
|
|
|
567.6
|
|
|
587.0
|
|
|||||
Total assets
|
13,880.2
|
|
|
5,350.8
|
|
|
4,024.0
|
|
|
3,189.2
|
|
|
3,109.0
|
|
|||||
Long-term debt, less current portion
|
3,090.5
|
|
|
1,927.8
|
|
|
1,329.2
|
|
|
875.0
|
|
|
935.0
|
|
|||||
Shareholders’ equity
|
8,693.7
|
|
|
2,332.6
|
|
|
1,852.6
|
|
|
1,531.0
|
|
|
1,093.9
|
|
(1)
|
Financial data has been retrospectively adjusted due to the voluntary change in accounting principle to eliminate a one-month reporting lag for the Company's foreign subsidiaries.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
The
Consumer Healthcare
("CHC") segment is the world’s largest store brand marketer and manufacturer of over-the-counter ("OTC") pharmaceutical products. Major product categories include analgesics, cough/cold/allergy/sinus, gastrointestinal, smoking cessation, animal health, and secondary product categories include feminine hygiene, diabetes care and dermatological care.
|
•
|
The
Nutritionals
segment develops, manufactures, markets and distributes store brand infant and toddler formula products, infant and toddler foods, and vitamin, mineral and dietary supplement ("VMS") products to retailers, distributors and consumers primarily in the U.S., Canada, Mexico and China. Similar to the Consumer Healthcare segment, this business markets store brand products that are comparable in quality and formulation to the national brand products. The cost to the retailer of a store brand product is significantly lower than that of a comparable nationally advertised brand-name product. The retailer, therefore, can price a store brand product below the competing national brand product yet realize a greater profit margin. All infant formulas sold in the U.S. are subject to the same regulations governing manufacturing and ingredients under the Infant Formula Act of 1980, as amended. Store brands, which offer substantial savings to consumers, must meet the same U.S. Food and Drug Administration ("FDA") requirements as the national brands. Substantially all products are developed using ingredients and formulas comparable to those of national brand products. In most instances, packaging is designed to increase visibility of store brand products and to invite and reinforce comparison to national brand products in order to communicate store brand value to the consumer.
|
•
|
The
Rx Pharmaceuticals
segment develops, manufactures and markets a portfolio of generic prescription ("Rx") drugs primarily for the U.S. market. The Company defines this portfolio as predominantly "extended topical" and "specialty" as it encompasses a broad array of topical dosage forms such as creams, ointments, lotions, gels, shampoos, foams, suppositories, sprays, liquids, suspensions, solutions and powders. The portfolio also includes select controlled substances, injectables, hormones, oral solid dosage forms and oral liquid formulations. The strategy in the Rx Pharmaceuticals segment is to be the first to market with those new products that are exposed to less competition because they have formulations that are more difficult and costly to develop and launch (e.g., extended topicals, specialty solutions or products containing controlled substances). In addition, the Rx Pharmaceuticals segment offers OTC products through the prescription channel (referred to as "ORx®" marketing). ORx® products are OTC products available for pharmacy fulfillment and healthcare reimbursement when prescribed by a physician. The Company offers over 100 ORx® products that are reimbursable through many health plans and Medicaid and Medicare programs.
|
•
|
The
API
segment develops, manufactures and markets active pharmaceutical ingredients ("API") used worldwide by the generic drug industry and branded pharmaceutical companies. The API business identifies APIs critical to its pharmaceutical customers’ future product launches and then works closely with these customers on the development processes. API development is focused on the synthesis of less common molecules for the U.S., European and other international markets. The Company is also focusing development activities on the synthesis of molecules for use in its own OTC and Rx pipeline products. This segment is undergoing a strategic platform transformation, moving certain production from Israel to the acquired API manufacturing facility in India to allow for lower cost production and to create space for other, more complex production in Israel.
|
•
|
As a result of the Elan acquisition, the Company expanded its operating segments to include the
Specialty Sciences
segment, which is comprised of assets focused on the treatment of Multiple Sclerosis (Tysabri®). The Company is entitled to royalty payments from Biogen Idec Inc. ("Biogen") based on its Tysabri® revenues in all indications and geographies.
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||||||
($ in millions)
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Net sales
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
|
$
|
3,173.2
|
|
|
15
|
%
|
|
12
|
%
|
Gross profit
|
$
|
1,447.7
|
|
|
$
|
1,280.0
|
|
|
$
|
1,095.6
|
|
|
13
|
%
|
|
17
|
%
|
Gross profit %
|
35.7
|
%
|
|
36.2
|
%
|
|
34.5
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
880.7
|
|
|
$
|
600.9
|
|
|
$
|
526.4
|
|
|
47
|
%
|
|
14
|
%
|
Operating expenses %
|
21.7
|
%
|
|
17.0
|
%
|
|
16.6
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
567.0
|
|
|
$
|
679.1
|
|
|
$
|
569.2
|
|
|
(17
|
)%
|
|
19
|
%
|
Operating income %
|
14.0
|
%
|
|
19.2
|
%
|
|
17.9
|
%
|
|
|
|
|
|||||
Interest and other, net
|
$
|
294.4
|
|
|
$
|
71.4
|
|
|
$
|
57.2
|
|
|
312
|
%
|
|
25
|
%
|
Income taxes
|
$
|
67.3
|
|
|
$
|
165.8
|
|
|
$
|
119.0
|
|
|
(59
|
)%
|
|
39
|
%
|
Income from continuing operations
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
393.0
|
|
|
(54
|
)%
|
|
12
|
%
|
Net income
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
401.6
|
|
|
(54
|
)%
|
|
10
|
%
|
•
|
Fiscal
2014
net sales
increased
$521.0 million
over fiscal
2013
due primarily to
$288.0 million
of net sales attributable to acquisitions and new product sales of
$231.4 million
.
|
•
|
Fiscal
2013
net sales
increased
$366.6 million
over fiscal
2012
due primarily to
$184.7 million
of net sales attributable to acquisitions and new product sales of
$122.3 million
.
|
•
|
Fiscal
2014
gross profit
increased
$167.7 million
over fiscal
2013
in line with the net sales increase. As a percent of sales, gross profit
decreased
due primarily to increased amortization expense associated with the Tysabri® intangible asset acquired during fiscal
2014
.
|
•
|
Fiscal
2013
gross profit
increased
$184.4 million
over fiscal
2012
in line with the net sales increase. Fiscal
2013
gross profit was negatively impacted by charges of $10.9 million as a result of step-ups in values of inventory acquired and sold during the year in connection with acquisitions.
|
•
|
Fiscal
2014
operating expenses
increased
over fiscal
2013
due primarily to
$108.9 million
of transaction costs incurred in connection with the Elan acquisition,
$47.0 million
of restructuring expense and an increase of
$37.3 million
related to research and development expenses incurred in accordance with the Company's strategy.
|
•
|
Fiscal
2013
operating expenses
increased
over fiscal
2012
due to incremental expenses attributable to acquisitions, charges of $12.4 million related to acquisition and other integration-related costs, and a
$9.0 million
impairment charge related to an in-process research and development asset ("IPR&D").
|
•
|
Fiscal
2014
interest and other, net
increased
over fiscal
2013
due primarily to the
$165.8 million
loss in connection with the retirement of former debt arrangements and issuing new debt.
|
•
|
Fiscal
2013
interest and other, net
increased
over fiscal
2012
due to incremental interest expense on new debt issuances and a
$4.7 million
loss on the sale of investment securities.
|
•
|
In partnership with Teva Pharmaceutical Industries Ltd., U.S. launch of temozolomide, generic equivalent of Temodar® in August 2013.
|
•
|
Nitroglycerin lingual spray, 400 mcg/spray, the generic equivalent to Nitrolingual® pumpspray in September 2013.
|
•
|
Fluocinonide cream 0.1%, the generic equivalent to Vanos® cream 0.1% in January 2014.
|
•
|
Repaglinide tablets 1 mg and 2 mg, the generic equivalent to Prandin® tablets in January 2014.
|
•
|
Sergeant's SENTRY Clean Up™ stain and odor remover product line in February 2014.
|
•
|
Calcipotriene 0.005% / betamethasone dipropionate 0.064%, the authorized generic version of Taclonex® ointment in April 2014.
|
•
|
Azelastine hydrochloride nasal spray (0.15%), the generic version of Astepro® nasal spray in May 2014.
|
•
|
Acquisition in December 2013 of Elan, headquartered in Dublin, Ireland. The acquisition provides the Company with assets focused on the treatment of Multiple Sclerosis (Tysabri®).
|
•
|
Acquisition in February 2014 of a distribution and license agreement for the marketing and sale of methazolomide from Fera Pharmaceuticals, LLC ("Fera").
|
•
|
Acquisition in February 2014 of a basket of value-brand OTC products sold in Australia and New Zealand from Aspen Global Inc. ("Aspen"). The acquisition of this product portfolio broadens the Company's product
|
|
Fiscal Year Ended
|
|||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
64.3
|
|
|
63.8
|
|
|
65.5
|
|
Gross profit
|
35.7
|
|
|
36.2
|
|
|
34.5
|
|
Operating expenses
|
|
|
|
|
|
|||
Distribution
|
1.4
|
|
|
1.3
|
|
|
1.2
|
|
Research and development
|
3.8
|
|
|
3.3
|
|
|
3.3
|
|
Selling
|
5.1
|
|
|
5.3
|
|
|
4.7
|
|
Administration
|
10.1
|
|
|
6.8
|
|
|
7.1
|
|
Write-off of in-process research and development
|
0.1
|
|
|
0.3
|
|
|
—
|
|
Restructuring
|
1.2
|
|
|
0.1
|
|
|
0.3
|
|
Total
|
21.7
|
|
|
17.0
|
|
|
16.6
|
|
Operating income
|
14.0
|
|
|
19.2
|
|
|
17.9
|
|
Interest, net
|
2.5
|
|
|
1.9
|
|
|
1.9
|
|
Other expense (income), net
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
Loss on sales of investments
|
0.3
|
|
|
0.1
|
|
|
—
|
|
Loss on extinguishment of debt
|
4.1
|
|
|
—
|
|
|
—
|
|
Income from continuing operations before income taxes
|
6.7
|
|
|
17.2
|
|
|
16.1
|
|
Income tax expense
|
1.7
|
|
|
4.7
|
|
|
3.8
|
|
Income from continuing operations
|
5.1
|
|
|
12.5
|
|
|
12.4
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.3
|
|
Net income
|
5.1
|
%
|
|
12.5
|
%
|
|
12.7
|
%
|
|
Fiscal Year
|
|
Percentage Change
|
||||||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Net sales
|
$
|
2,219.0
|
|
|
$
|
2,089.0
|
|
|
$
|
1,815.8
|
|
|
6
|
%
|
|
15
|
%
|
Gross profit
|
$
|
719.8
|
|
|
$
|
683.8
|
|
|
$
|
571.8
|
|
|
5
|
%
|
|
20
|
%
|
Gross profit %
|
32.4
|
%
|
|
32.7
|
%
|
|
31.5
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
351.2
|
|
|
$
|
320.6
|
|
|
$
|
256.5
|
|
|
10
|
%
|
|
25
|
%
|
Operating expenses %
|
15.8
|
%
|
|
15.3
|
%
|
|
14.1
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
368.6
|
|
|
$
|
363.2
|
|
|
$
|
315.3
|
|
|
1
|
%
|
|
15
|
%
|
Operating income %
|
16.6
|
%
|
|
17.4
|
%
|
|
17.4
|
%
|
|
|
|
|
|
Fiscal Year
|
|
Percentage Change
|
||||||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Net sales
|
$
|
551.7
|
|
|
$
|
508.4
|
|
|
$
|
501.0
|
|
|
9
|
%
|
|
1
|
%
|
Gross profit
|
$
|
141.6
|
|
|
$
|
127.1
|
|
|
$
|
125.3
|
|
|
11
|
%
|
|
1
|
%
|
Gross profit %
|
25.7
|
%
|
|
25.0
|
%
|
|
25.0
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
101.1
|
|
|
$
|
91.9
|
|
|
$
|
99.9
|
|
|
10
|
%
|
|
(8
|
)%
|
Operating expenses %
|
18.3
|
%
|
|
18.1
|
%
|
|
19.9
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
40.5
|
|
|
$
|
35.2
|
|
|
$
|
25.4
|
|
|
15
|
%
|
|
39
|
%
|
Operating income %
|
7.3
|
%
|
|
6.9
|
%
|
|
5.1
|
%
|
|
|
|
|
|
Fiscal Year
|
|
Percentage Change
|
||||||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Net sales
|
$
|
927.1
|
|
|
$
|
709.5
|
|
|
$
|
617.4
|
|
|
31
|
%
|
|
15
|
%
|
Gross profit
|
$
|
489.9
|
|
|
$
|
361.5
|
|
|
$
|
288.6
|
|
|
36
|
%
|
|
25
|
%
|
Gross profit %
|
52.8
|
%
|
|
51.0
|
%
|
|
46.7
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
140.1
|
|
|
$
|
98.3
|
|
|
$
|
75.1
|
|
|
43
|
%
|
|
31
|
%
|
Operating expenses %
|
15.1
|
%
|
|
13.9
|
%
|
|
12.2
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
349.8
|
|
|
$
|
263.2
|
|
|
$
|
213.5
|
|
|
33
|
%
|
|
23
|
%
|
Operating income %
|
37.7
|
%
|
|
37.1
|
%
|
|
34.6
|
%
|
|
|
|
|
|
Fiscal Year
|
|
Percentage Change
|
||||||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Net sales
|
$
|
137.6
|
|
|
$
|
159.3
|
|
|
$
|
165.8
|
|
|
(14
|
)%
|
|
(4
|
)%
|
Gross profit
|
$
|
77.1
|
|
|
$
|
83.8
|
|
|
$
|
86.1
|
|
|
(8
|
)%
|
|
(3
|
)%
|
Gross profit %
|
56.0
|
%
|
|
52.6
|
%
|
|
51.9
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
31.0
|
|
|
$
|
35.0
|
|
|
$
|
32.2
|
|
|
(11
|
)%
|
|
9
|
%
|
Operating expenses %
|
22.5
|
%
|
|
22.0
|
%
|
|
19.4
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
46.1
|
|
|
$
|
48.9
|
|
|
$
|
53.9
|
|
|
(6
|
)%
|
|
(9
|
)%
|
Operating income %
|
33.5
|
%
|
|
30.7
|
%
|
|
32.5
|
%
|
|
|
|
|
($ in millions)
|
Fiscal 2014
(1)
|
||
Net sales
|
$
|
146.7
|
|
Gross profit
|
$
|
(6.1
|
)
|
Gross profit %
|
(4.1
|
)%
|
|
Operating expenses
|
$
|
62.5
|
|
Operating expenses %
|
42.6
|
%
|
|
Operating loss
|
$
|
(68.6
|
)
|
Operating loss %
|
(46.7
|
)%
|
|
Fiscal Year
|
|
Percentage Change
|
||||||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Net sales
|
$
|
78.7
|
|
|
$
|
73.6
|
|
|
$
|
73.3
|
|
|
7
|
%
|
|
—
|
%
|
Gross profit
|
$
|
25.4
|
|
|
$
|
23.8
|
|
|
$
|
23.8
|
|
|
7
|
%
|
|
—
|
%
|
Gross profit %
|
32.4
|
%
|
|
32.3
|
%
|
|
32.5
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
21.4
|
|
|
$
|
20.3
|
|
|
$
|
21.7
|
|
|
5
|
%
|
|
(6
|
)%
|
Operating expenses %
|
27.2
|
%
|
|
27.6
|
%
|
|
29.6
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
4.0
|
|
|
$
|
3.4
|
|
|
$
|
2.0
|
|
|
18
|
%
|
|
69
|
%
|
Operating income %
|
5.2
|
%
|
|
4.6
|
%
|
|
2.7
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
($ in millions)
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
Net cash from operating activities
|
$
|
693.5
|
|
|
$
|
553.8
|
|
|
$
|
513.4
|
|
|
|
|
|
|
|
||||||
Net cash for investing activities
|
$
|
(1,704.8
|
)
|
|
$
|
(947.8
|
)
|
|
$
|
(684.1
|
)
|
|
|
|
|
|
|
||||||
Net cash from financing activities
|
$
|
1,028.0
|
|
|
$
|
577.2
|
|
|
$
|
458.7
|
|
|
Payment Due by Period
|
||||||||||||||||||
(in millions)
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
After 2019
|
|
Total
|
||||||||||
Short and long-term debt
(1)
|
$
|
218.1
|
|
|
$
|
1,228.7
|
|
|
$
|
935.1
|
|
|
$
|
1,857.1
|
|
|
$
|
4,239.0
|
|
Purchase obligations
(2)
|
535.1
|
|
|
2.2
|
|
|
1.0
|
|
|
—
|
|
|
538.3
|
|
|||||
Operating leases
(3)
|
31.9
|
|
|
39.2
|
|
|
27.0
|
|
|
21.1
|
|
|
119.2
|
|
|||||
Other non-current contractual liabilities reflected on the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred compensation and benefits
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
90.7
|
|
|
90.7
|
|
|||||
Other
(5)
|
36.3
|
|
|
6.7
|
|
|
0.4
|
|
|
—
|
|
|
43.4
|
|
|||||
Total
|
$
|
821.4
|
|
|
$
|
1,276.8
|
|
|
$
|
963.5
|
|
|
$
|
1,968.9
|
|
|
$
|
5,030.6
|
|
(1)
|
Short and long-term debt includes interest payments, which were calculated using the effective interest rate at
June 28, 2014
, as well as capital lease obligations.
|
(2)
|
Consists of commitments for both materials and services.
|
(3)
|
Used in normal course of business, principally for warehouse facilities and computer equipment.
|
(4)
|
Includes amounts associated with non-qualified plans related to deferred compensation, executive retention and post employment benefits. Of this amount,
$47.8 million
has been funded by the Company and is recorded in other non-current assets on the balance sheet. These amounts are assumed payable after five years, although certain circumstances, such as termination, would require earlier payment.
|
(5)
|
Includes Fera contingent consideration of
$17.4 million
as discussed in
Note 4
of the Notes to the Consolidated Financial Statements and contract terminations totaling
$4.0 million
as discussed in
Note 16
of the Notes to the Consolidated Financial Statements. Both were recorded in other current liabilities at
June 28, 2014
.
|
•
|
the amount and timing of projected future cash flows, adjusted for the probability of technical and marketing success;
|
•
|
the amount and timing of projected costs to develop IPR&D into commercially viable products;
|
•
|
the discount rate selected to measure the risks inherent in the future cash flows;
|
•
|
the estimate of an appropriate market royalty rate; and
|
•
|
an assessment of the asset's life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
PAGE NO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; 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.
|
|
Fiscal Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
Net sales
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
|
$
|
3,173.2
|
|
Cost of sales
|
2,613.1
|
|
|
2,259.8
|
|
|
2,077.7
|
|
|||
Gross profit
|
1,447.7
|
|
|
1,280.0
|
|
|
1,095.6
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Distribution
|
55.3
|
|
|
47.5
|
|
|
39.1
|
|
|||
Research and development
|
152.5
|
|
|
115.2
|
|
|
105.8
|
|
|||
Selling
|
208.6
|
|
|
186.1
|
|
|
148.3
|
|
|||
Administration
|
411.3
|
|
|
240.2
|
|
|
224.4
|
|
|||
Write-off of in-process research and development
|
6.0
|
|
|
9.0
|
|
|
—
|
|
|||
Restructuring
|
47.0
|
|
|
2.9
|
|
|
8.8
|
|
|||
Total
|
880.7
|
|
|
600.9
|
|
|
526.4
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
567.0
|
|
|
679.1
|
|
|
569.2
|
|
|||
|
|
|
|
|
|
||||||
Interest, net
|
103.5
|
|
|
65.8
|
|
|
60.7
|
|
|||
Other expense (income), net
|
12.4
|
|
|
0.9
|
|
|
(3.5
|
)
|
|||
Loss on sales of investments
|
12.7
|
|
|
4.7
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
165.8
|
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations before income taxes
|
272.6
|
|
|
607.7
|
|
|
512.0
|
|
|||
Income tax expense
|
67.3
|
|
|
165.8
|
|
|
119.0
|
|
|||
Income from continuing operations
|
205.3
|
|
|
441.9
|
|
|
393.0
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
8.6
|
|
|||
Net income
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
401.6
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.78
|
|
|
$
|
4.71
|
|
|
$
|
4.22
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.09
|
|
|||
Basic earnings per share
|
$
|
1.78
|
|
|
$
|
4.71
|
|
|
$
|
4.31
|
|
Diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.77
|
|
|
$
|
4.68
|
|
|
$
|
4.18
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.09
|
|
|||
Diluted earnings per share
|
$
|
1.77
|
|
|
$
|
4.68
|
|
|
$
|
4.27
|
|
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
115.1
|
|
|
93.9
|
|
|
93.2
|
|
|||
Diluted
|
115.6
|
|
|
94.5
|
|
|
94.1
|
|
|||
Dividends declared per share
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.31
|
|
|
Fiscal Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
401.6
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
83.8
|
|
|
26.9
|
|
|
(76.7
|
)
|
|||
Change in fair value of derivative financial instruments, net of tax of
$(1.2) million, $3.2 million, and $5.1 million, respectively
|
(11.6
|
)
|
|
6.0
|
|
|
(9.4
|
)
|
|||
Change in fair value of investment securities, net of tax of $1.2 million,
$0.0 million, and $0.1 million, respectively
|
2.4
|
|
|
4.4
|
|
|
(1.0
|
)
|
|||
Post-retirement liability adjustments, net of tax of $0.0 million, $0.2 million,
and $0.3 million, respectively
|
(12.0
|
)
|
|
0.3
|
|
|
(0.6
|
)
|
|||
Other comprehensive income (loss), net of tax
|
62.6
|
|
|
37.6
|
|
|
(87.6
|
)
|
|||
Comprehensive income
|
$
|
267.9
|
|
|
$
|
479.6
|
|
|
$
|
314.0
|
|
|
June 28,
2014 |
|
June 29,
2013 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
799.5
|
|
|
$
|
779.9
|
|
Investment securities
|
5.9
|
|
|
—
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $2.7 million and $2.1 million, respectively
|
935.1
|
|
|
651.9
|
|
||
Inventories
|
631.6
|
|
|
703.9
|
|
||
Current deferred income taxes
|
62.8
|
|
|
47.1
|
|
||
Prepaid expenses and other current assets
|
116.0
|
|
|
54.1
|
|
||
Total current assets
|
2,550.9
|
|
|
2,236.9
|
|
||
Non-current assets
|
|
|
|
||||
Fixed assets, net
|
779.9
|
|
|
681.4
|
|
||
Goodwill and other indefinite-lived intangible assets
|
3,543.8
|
|
|
1,174.1
|
|
||
Other intangible assets, net
|
6,787.0
|
|
|
1,157.6
|
|
||
Non-current deferred income taxes
|
23.6
|
|
|
20.3
|
|
||
Other non-current assets
|
195.0
|
|
|
80.6
|
|
||
Total non-current assets
|
11,329.3
|
|
|
3,114.0
|
|
||
Total assets
|
13,880.2
|
|
|
5,350.8
|
|
||
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
364.3
|
|
|
$
|
382.0
|
|
Short-term debt
|
2.1
|
|
|
5.0
|
|
||
Payroll and related taxes
|
112.3
|
|
|
82.1
|
|
||
Accrued customer programs
|
256.5
|
|
|
131.7
|
|
||
Accrued liabilities
|
179.4
|
|
|
95.7
|
|
||
Accrued income taxes
|
17.4
|
|
|
11.6
|
|
||
Current deferred income taxes
|
1.1
|
|
|
0.2
|
|
||
Current portion of long-term debt
|
141.6
|
|
|
41.2
|
|
||
Total current liabilities
|
1,074.7
|
|
|
749.4
|
|
||
Non-current liabilities
|
|
|
|
||||
Long-term debt, less current portion
|
3,090.5
|
|
|
1,927.8
|
|
||
Non-current deferred income taxes
|
727.9
|
|
|
127.8
|
|
||
Other non-current liabilities
|
293.4
|
|
|
213.2
|
|
||
Total non-current liabilities
|
4,111.8
|
|
|
2,268.8
|
|
||
Total liabilities
|
5,186.5
|
|
|
3,018.2
|
|
||
Commitments and Contingencies - Note 14
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Controlling interest:
|
|
|
|
||||
Preferred shares, $0.0001 par value, 10 million shares authorized
|
—
|
|
|
—
|
|
||
Ordinary shares, €0.001 par value, 10 billion shares authorized
|
6,678.2
|
|
|
538.5
|
|
||
Accumulated other comprehensive income
|
139.6
|
|
|
77.0
|
|
||
Retained earnings
|
1,875.1
|
|
|
1,715.9
|
|
||
|
8,692.9
|
|
|
2,331.4
|
|
||
Noncontrolling interest
|
0.8
|
|
|
1.2
|
|
||
Total shareholders’ equity
|
8,693.7
|
|
|
2,332.6
|
|
||
Total liabilities and shareholders' equity
|
$
|
13,880.2
|
|
|
$
|
5,350.8
|
|
|
|
|
|
||||
Supplemental Disclosures of Balance Sheet Information
|
|
|
|
||||
Preferred shares, issued and outstanding
|
—
|
|
|
—
|
|
||
Ordinary shares, issued and outstanding
|
133.8
|
|
|
94.1
|
|
|
Fiscal Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
Cash Flows From (For) Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
401.6
|
|
Adjustments to derive cash flows
|
|
|
|
|
|
||||||
Loss on extinguishment of debt
|
165.8
|
|
|
—
|
|
|
—
|
|
|||
Write-off of in-process research and development
|
6.0
|
|
|
9.0
|
|
|
—
|
|
|||
Gain on sale of pipeline development projects
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||
Losses on sales of investments
|
12.7
|
|
|
4.7
|
|
|
—
|
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|||
Restructuring and asset impairment
|
47.0
|
|
|
2.9
|
|
|
8.7
|
|
|||
Depreciation and amortization
|
358.9
|
|
|
160.2
|
|
|
135.3
|
|
|||
Share-based compensation
|
24.6
|
|
|
18.4
|
|
|
19.0
|
|
|||
Income tax benefit from exercise of stock options
|
(2.5
|
)
|
|
(1.4
|
)
|
|
(1.8
|
)
|
|||
Excess tax benefit of stock transactions
|
(5.7
|
)
|
|
(15.7
|
)
|
|
(12.9
|
)
|
|||
Deferred income taxes
|
(53.8
|
)
|
|
5.7
|
|
|
27.5
|
|
|||
Subtotal
|
758.3
|
|
|
625.6
|
|
|
565.2
|
|
|||
Changes in operating assets and liabilities, net of asset and business acquisitions and disposition
|
|
|
|
|
|
||||||
Accounts receivable
|
(226.7
|
)
|
|
(37.0
|
)
|
|
(49.3
|
)
|
|||
Inventories
|
83.0
|
|
|
(94.6
|
)
|
|
5.4
|
|
|||
Accounts payable
|
(24.9
|
)
|
|
6.5
|
|
|
(23.6
|
)
|
|||
Payroll and related taxes
|
(55.5
|
)
|
|
(11.9
|
)
|
|
5.0
|
|
|||
Accrued customer programs
|
113.1
|
|
|
12.6
|
|
|
(1.6
|
)
|
|||
Accrued liabilities
|
23.0
|
|
|
8.4
|
|
|
4.2
|
|
|||
Accrued income taxes
|
(10.7
|
)
|
|
28.9
|
|
|
13.7
|
|
|||
Other
|
33.9
|
|
|
15.3
|
|
|
(5.7
|
)
|
|||
Subtotal
|
(64.8
|
)
|
|
(71.8
|
)
|
|
(51.8
|
)
|
|||
Net cash from operating activities
|
693.5
|
|
|
553.8
|
|
|
513.4
|
|
|||
Cash Flows (For) From Investing Activities
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
(1,605.8
|
)
|
|
(852.3
|
)
|
|
(582.3
|
)
|
|||
Purchase of securities
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of securities
|
81.4
|
|
|
8.6
|
|
|
—
|
|
|||
Additions to property and equipment
|
(171.6
|
)
|
|
(104.1
|
)
|
|
(120.2
|
)
|
|||
Proceeds from sales of property and equipment
|
6.2
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of intangible assets and pipeline development projects
|
—
|
|
|
—
|
|
|
10.5
|
|
|||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
8.6
|
|
|||
Acquisitions of assets
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Net cash for investing activities
|
(1,704.8
|
)
|
|
(947.8
|
)
|
|
(684.1
|
)
|
|||
Cash Flows (For) From Financing Activities
|
|
|
|
|
|
||||||
Purchase of noncontrolling interest
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings (repayments) of short-term debt, net
|
(3.0
|
)
|
|
5.0
|
|
|
(2.7
|
)
|
|||
Premium on early retirement of debt
|
(133.5
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from debt issuances
|
3,293.6
|
|
|
637.3
|
|
|
1,089.2
|
|
|||
Repayments of long-term debt
|
(2,035.0
|
)
|
|
(40.0
|
)
|
|
(610.0
|
)
|
|||
Deferred financing fees
|
(48.8
|
)
|
|
(6.0
|
)
|
|
(5.1
|
)
|
|||
Excess tax benefit of stock transactions
|
5.7
|
|
|
15.7
|
|
|
12.9
|
|
|||
Issuance of common stock
|
9.8
|
|
|
10.7
|
|
|
11.6
|
|
|||
Repurchase of common stock
|
(7.5
|
)
|
|
(12.4
|
)
|
|
(8.2
|
)
|
|||
Cash dividends
|
(46.1
|
)
|
|
(33.0
|
)
|
|
(29.0
|
)
|
|||
Net cash from financing activities
|
1,028.0
|
|
|
577.2
|
|
|
458.7
|
|
|||
Effect of exchange rate changes on cash
|
2.9
|
|
|
(5.8
|
)
|
|
4.4
|
|
|||
Net increase in cash and cash equivalents
|
19.6
|
|
|
177.4
|
|
|
292.4
|
|
|||
Cash and cash equivalents, beginning of period
|
779.9
|
|
|
602.5
|
|
|
310.1
|
|
|||
Cash and cash equivalents, end of period
|
$
|
799.5
|
|
|
$
|
779.9
|
|
|
$
|
602.5
|
|
|
Fiscal Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid/received during the year for:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
98.4
|
|
|
$
|
58.5
|
|
|
$
|
53.7
|
|
Interest received
|
$
|
2.4
|
|
|
$
|
3.9
|
|
|
$
|
4.0
|
|
Income taxes paid
|
$
|
93.2
|
|
|
$
|
133.2
|
|
|
$
|
82.3
|
|
Income taxes refunded
|
$
|
4.3
|
|
|
$
|
1.3
|
|
|
$
|
0.9
|
|
|
Common Stock
Issued
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|||||||||||||
Balance at June 25, 2011
|
92.8
|
|
|
$
|
467.7
|
|
|
$
|
127.1
|
|
|
$
|
934.3
|
|
|
$
|
1,529.1
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
401.6
|
|
|
401.6
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(87.6
|
)
|
|
—
|
|
|
(87.6
|
)
|
||||
Issuance of common stock under:
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock options
|
0.5
|
|
|
11.6
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
||||
Restricted stock plan
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Compensation for stock options
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||
Compensation for restricted stock
|
—
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
||||
Cash dividends, $0.31 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.0
|
)
|
|
(29.0
|
)
|
||||
Tax effect from stock transactions
|
—
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
||||
Repurchases of common stock
|
(0.1
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
||||
Balance at June 30, 2012
|
93.5
|
|
|
504.7
|
|
|
39.4
|
|
|
1,306.9
|
|
|
1,851.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
441.9
|
|
|
441.9
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
37.6
|
|
|
—
|
|
|
37.6
|
|
||||
Issuance of common stock under:
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Stock options
|
0.4
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
||||
Restricted stock plan
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Compensation for stock options
|
—
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
||||
Compensation for restricted stock
|
—
|
|
|
12.3
|
|
|
—
|
|
|
—
|
|
|
12.3
|
|
||||
Cash dividends, $0.35 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.0
|
)
|
|
(33.0
|
)
|
||||
Tax effect from stock transactions
|
—
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|
17.1
|
|
||||
Repurchases of common stock
|
(0.1
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
||||
Balance at June 29, 2013
|
94.1
|
|
|
538.5
|
|
|
77.0
|
|
|
1,715.9
|
|
|
2,331.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
205.3
|
|
|
205.3
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
62.6
|
|
|
—
|
|
|
62.6
|
|
||||
Issuance of common stock under:
|
|
|
|
|
|
|
|
|
|
|||||||||
Elan acquisition
|
39.4
|
|
|
6,117.2
|
|
|
—
|
|
|
—
|
|
|
6,117.2
|
|
||||
Stock options
|
0.2
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
||||
Restricted stock plan
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Compensation for stock options
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||
Compensation for restricted stock
|
—
|
|
|
18.1
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
||||
Cash dividends, $0.39 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(46.1
|
)
|
|
(46.1
|
)
|
||||
Tax effect from stock transactions
|
—
|
|
|
8.2
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
||||
Repurchases of common stock
|
(0.1
|
)
|
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
||||
Registration of ordinary shares
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
||||
Purchase of noncontrolling interest
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
||||
Balance at June 28, 2014
|
133.8
|
|
|
$
|
6,678.2
|
|
|
$
|
139.6
|
|
|
$
|
1,875.1
|
|
|
$
|
8,692.9
|
|
|
June 28,
2014 |
|
June 29,
2013 |
||||
Finished goods
|
$
|
307.0
|
|
|
$
|
333.9
|
|
Work in process
|
146.7
|
|
|
182.4
|
|
||
Raw materials
|
177.9
|
|
|
187.6
|
|
||
Total inventories
|
$
|
631.6
|
|
|
$
|
703.9
|
|
|
June 28,
2014 |
|
June 29,
2013 |
||||
Land
|
$
|
36.1
|
|
|
$
|
36.0
|
|
Buildings
|
430.3
|
|
390.7
|
|
|||
Machinery and equipment
|
1,001.4
|
|
|
863.7
|
|
||
Gross property and equipment
|
1,467.8
|
|
|
1,290.4
|
|
||
Less accumulated depreciation
|
(687.9
|
)
|
|
(608.9
|
)
|
||
Property and equipment, net
|
$
|
779.9
|
|
|
$
|
681.4
|
|
•
|
Relief from royalty method
: This method assumes that if the acquired company did not own the intangible asset or intellectual property, it would be willing to pay a royalty for its use. The benefit of ownership of the intellectual property is valued as the relief from the royalty expense that would otherwise be incurred. This method is typically used by the Company for valuing readily transferable intangible assets that have licensing appeal, such as trade names and trademarks and certain technology assets.
|
•
|
Multi-period excess earnings method
: This method starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. This method is typically used by the Company for valuing intangible assets such as developed product technology, customer relationships, product formulations and IPR&D.
|
Elan shares outstanding as of December 18, 2013
|
|
515.7
|
|
|
Exchange ratio per share
|
|
0.07636
|
|
|
Total Perrigo shares issued to Elan shareholders
|
|
39.4
|
|
|
Perrigo per share value at transaction close on December 18, 2013
|
|
$
|
155.34
|
|
Total value of Perrigo shares issued to Elan shareholders
|
|
$
|
6,117.2
|
|
Cash consideration paid at $6.25 per Elan share
|
|
3,223.2
|
|
|
Cash consideration paid for vested Elan stock options and share awards
|
|
111.5
|
|
|
Total consideration
|
|
$
|
9,451.9
|
|
Line item
|
|
Fiscal 2014
|
||
Administration expense
|
|
$
|
108.9
|
|
Interest, net
|
|
10.0
|
|
|
Other expense (income), net
|
|
0.2
|
|
|
Loss on extinguishment of debt
|
|
165.8
|
|
|
Total acquisition-related costs
|
|
$
|
284.9
|
|
Segment
|
|
Goodwill
|
||
Consumer Healthcare
|
|
$
|
1,116.1
|
|
Rx Pharmaceuticals
|
|
849.8
|
|
|
Nutritionals
|
|
178.4
|
|
|
Specialty Sciences
|
|
201.7
|
|
|
Total
|
|
$
|
2,346.0
|
|
|
Aspen
|
|
Fera
|
|
Elan
|
||||||
Purchase price paid
|
$
|
53.7
|
|
|
$
|
17.3
|
|
|
$
|
9,451.9
|
|
Contingent consideration
|
—
|
|
|
0.8
|
|
|
—
|
|
|||
Total purchase consideration
|
$
|
53.7
|
|
|
$
|
18.1
|
|
|
$
|
9,451.9
|
|
|
|
|
|
|
|
||||||
Assets acquired:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,807.3
|
|
Investment securities
|
—
|
|
|
—
|
|
|
100.0
|
|
|||
Accounts receivable
|
—
|
|
|
—
|
|
|
44.2
|
|
|||
Inventories
|
2.7
|
|
|
0.3
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
—
|
|
|
—
|
|
|
27.1
|
|
|||
Property and equipment
|
—
|
|
|
—
|
|
|
9.2
|
|
|||
Goodwill
|
4.6
|
|
|
—
|
|
|
2,346.0
|
|
|||
Intangible assets:
|
|
|
|
|
|
||||||
Trade names and trademarks
|
34.8
|
|
|
—
|
|
|
—
|
|
|||
Customer relationships
|
9.8
|
|
|
—
|
|
|
—
|
|
|||
Non-competition agreements
|
1.8
|
|
|
—
|
|
|
—
|
|
|||
Distribution and license agreements
|
—
|
|
|
17.8
|
|
|
5,811.0
|
|
|||
Intangible assets
|
46.4
|
|
|
17.8
|
|
|
5,811.0
|
|
|||
Other non-current assets
|
—
|
|
|
—
|
|
|
93.4
|
|
|||
Total assets
|
53.7
|
|
|
18.1
|
|
|
10,238.2
|
|
|||
Liabilities assumed:
|
|
|
|
|
|
||||||
Accounts payable
|
—
|
|
|
—
|
|
|
2.0
|
|
|||
Accrued liabilities
|
—
|
|
|
—
|
|
|
118.6
|
|
|||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
634.5
|
|
|||
Other non-current liabilities
|
—
|
|
|
—
|
|
|
31.2
|
|
|||
Total liabilities
|
—
|
|
|
—
|
|
|
786.3
|
|
|||
Net assets acquired
|
$
|
53.7
|
|
|
$
|
18.1
|
|
|
$
|
9,451.9
|
|
(Unaudited)
|
Fiscal 2014
|
|
Fiscal 2013
|
||||
Net sales
|
$
|
4,192.6
|
|
|
$
|
3,669.0
|
|
Net income (loss)
|
$
|
270.1
|
|
|
$
|
(616.3
|
)
|
|
Fera
|
|
Velcera
|
|
Rosemont
|
|
Cobrek
|
|
Sergeant's
|
||||||||||
Purchase price paid
|
$
|
88.4
|
|
|
$
|
175.1
|
|
|
$
|
282.9
|
|
|
$
|
51.5
|
|
|
$
|
285.0
|
|
Contingent consideration
|
22.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total purchase consideration
|
$
|
110.6
|
|
|
$
|
175.1
|
|
|
$
|
282.9
|
|
|
$
|
51.5
|
|
|
$
|
285.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets acquired:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
18.9
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts receivable
|
—
|
|
|
6.3
|
|
|
10.6
|
|
|
—
|
|
|
19.7
|
|
|||||
Inventories
|
1.3
|
|
|
9.7
|
|
|
9.6
|
|
|
—
|
|
|
37.7
|
|
|||||
Property and equipment
|
—
|
|
|
0.6
|
|
|
13.1
|
|
|
—
|
|
|
25.4
|
|
|||||
Goodwill
|
2.8
|
|
|
62.5
|
|
|
147.0
|
|
|
15.3
|
|
|
80.2
|
|
|||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Developed product technology
|
107.0
|
|
|
—
|
|
|
114.6
|
|
|
51.1
|
|
|
66.1
|
|
|||||
Distribution and license agreements
|
—
|
|
|
116.0
|
|
|
3.6
|
|
|
—
|
|
|
1.3
|
|
|||||
Customer relationships
|
—
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Trade names and trademarks
|
—
|
|
|
7.6
|
|
|
17.3
|
|
|
—
|
|
|
33.0
|
|
|||||
Non-competition agreements
|
—
|
|
|
3.0
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|||||
IPR&D
|
—
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|||||
Favorable supply agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|||||
Intangible assets
|
107.0
|
|
|
135.3
|
|
|
148.2
|
|
|
51.1
|
|
|
135.4
|
|
|||||
Deferred tax assets
|
—
|
|
|
7.9
|
|
|
0.2
|
|
|
3.6
|
|
|
1.5
|
|
|||||
Other non-current assets
|
—
|
|
|
0.4
|
|
|
0.8
|
|
|
0.3
|
|
|
3.0
|
|
|||||
Total assets
|
111.1
|
|
|
241.6
|
|
|
331.6
|
|
|
70.3
|
|
|
302.9
|
|
|||||
Liabilities assumed:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
6.5
|
|
|
2.6
|
|
|
—
|
|
|
13.7
|
|
|||||
Accrued liabilities
|
0.5
|
|
|
4.8
|
|
|
7.6
|
|
|
—
|
|
|
4.2
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
48.2
|
|
|
36.0
|
|
|
18.8
|
|
|
—
|
|
|||||
Other non-current liabilities
|
—
|
|
|
7.0
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
0.5
|
|
|
66.5
|
|
|
48.7
|
|
|
18.8
|
|
|
17.9
|
|
|||||
Net assets acquired
|
$
|
110.6
|
|
|
$
|
175.1
|
|
|
$
|
282.9
|
|
|
$
|
51.5
|
|
|
$
|
285.0
|
|
|
Consumer
Healthcare
|
|
Nutritionals
|
|
Rx Pharma-
ceuticals
|
|
API
|
|
Specialty Sciences
|
|
Total
|
||||||||||||
Balance as of June 30, 2012
|
$
|
138.9
|
|
|
$
|
331.7
|
|
|
$
|
220.8
|
|
|
$
|
86.3
|
|
|
$
|
—
|
|
|
$
|
777.8
|
|
Business acquisitions
|
144.7
|
|
|
—
|
|
|
163.9
|
|
|
—
|
|
|
—
|
|
|
308.6
|
|
||||||
Currency translation adjustment
|
(3.7
|
)
|
|
—
|
|
|
0.7
|
|
|
5.9
|
|
|
—
|
|
|
2.9
|
|
||||||
Balance as of June 29, 2013
|
279.9
|
|
|
331.7
|
|
|
385.4
|
|
|
92.2
|
|
|
—
|
|
|
1,089.2
|
|
||||||
Business acquisitions
|
1,118.8
|
|
|
178.4
|
|
|
851.0
|
|
|
—
|
|
|
201.8
|
|
|
2,350.0
|
|
||||||
Currency translation adjustment
|
7.6
|
|
|
—
|
|
|
21.9
|
|
|
5.4
|
|
|
|
|
|
34.9
|
|
||||||
Balance as of June 28, 2014
|
$
|
1,406.3
|
|
|
$
|
510.1
|
|
|
$
|
1,258.3
|
|
|
$
|
97.6
|
|
|
$
|
201.8
|
|
|
$
|
3,474.1
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Gross
|
|
Accumulated
Amortization
|
||||||||
Amortizable intangibles
:
|
|
|
|
|
|
|
|
||||||||
Distribution and license agreements
|
$
|
6,027.3
|
|
|
$
|
192.1
|
|
|
$
|
192.7
|
|
|
$
|
28.9
|
|
Developed product technology/formulation and product rights
|
931.7
|
|
|
302.5
|
|
|
896.8
|
|
|
204.6
|
|
||||
Customer relationships
|
372.0
|
|
|
97.5
|
|
|
358.2
|
|
|
72.4
|
|
||||
Trade names and trademarks
|
47.8
|
|
|
5.6
|
|
|
12.7
|
|
|
4.2
|
|
||||
Non-compete agreements
|
15.3
|
|
|
9.4
|
|
|
13.3
|
|
|
6.0
|
|
||||
Total
|
$
|
7,394.1
|
|
|
$
|
607.1
|
|
|
$
|
1,473.7
|
|
|
$
|
316.1
|
|
Non-amortizable intangibles
:
|
|
|
|
|
|
|
|
||||||||
Trade names and trademarks
|
$
|
59.5
|
|
|
$
|
—
|
|
|
$
|
57.0
|
|
|
$
|
—
|
|
In-process research and development
|
10.2
|
|
|
—
|
|
|
27.8
|
|
|
—
|
|
||||
Total
|
69.7
|
|
|
—
|
|
|
84.8
|
|
|
—
|
|
||||
Total other intangible assets
|
$
|
7,463.8
|
|
|
$
|
607.1
|
|
|
$
|
1,558.5
|
|
|
$
|
316.1
|
|
Fiscal Year
|
|
Amount
|
||
2015
|
|
$
|
427.0
|
|
2016
|
|
438.0
|
|
|
2017
|
|
434.0
|
|
|
2018
|
|
427.0
|
|
|
2019
|
|
416.0
|
|
|
Thereafter
|
|
4,645.0
|
|
Level 1:
|
Quoted prices for identical instruments in active markets.
|
Level 2:
|
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
|
Level 3:
|
Valuations derived from valuation techniques in which one or more significant inputs are not observable.
|
|
June 28, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.7
|
|
Foreign currency forward contracts
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
||||
Funds associated with Israeli post employment benefits
|
—
|
|
|
19.3
|
|
|
—
|
|
|
19.3
|
|
||||
Total
|
$
|
20.7
|
|
|
$
|
22.4
|
|
|
$
|
—
|
|
|
$
|
43.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.4
|
|
|
$
|
17.4
|
|
Interest rate swap agreements
|
—
|
|
|
8.3
|
|
|
—
|
|
|
8.3
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||
Total
|
$
|
—
|
|
|
$
|
9.1
|
|
|
$
|
17.4
|
|
|
$
|
26.5
|
|
|
June 29, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
8.0
|
|
Funds associated with Israeli post-employment benefits
|
—
|
|
|
16.1
|
|
|
—
|
|
|
16.1
|
|
||||
Total
|
$
|
—
|
|
|
$
|
24.1
|
|
|
$
|
—
|
|
|
$
|
24.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.2
|
|
|
$
|
22.2
|
|
Interest rate swap agreements
|
—
|
|
|
10.8
|
|
|
—
|
|
|
10.8
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total
|
$
|
—
|
|
|
$
|
11.2
|
|
|
$
|
22.2
|
|
|
$
|
33.4
|
|
|
Balance at June 29, 2013
|
Net realized investment gains (losses) and net change in unrealized appreciation (depreciation) included in net income (loss)
|
Net change in unrealized appreciation (depreciation) included in other comprehensive income (loss)
|
Purchases or Additions
|
Sales
|
Settlements
|
Balance at June 28, 2014
|
||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||||||||
Contingent Consideration
|
$
|
22.2
|
|
$
|
1.1
|
|
$
|
—
|
|
$
|
0.8
|
|
$
|
—
|
|
$
|
(6.7
|
)
|
$
|
17.4
|
|
|
Balance at June 30, 2012
|
Net realized investment gains (losses) and net change in unrealized appreciation (depreciation) included in net income (loss)
|
Net change in unrealized appreciation (depreciation) included in other comprehensive income (loss)
|
Purchases or Additions
|
Sales
|
Settlements
|
Balance at June 29, 2013
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities
|
$
|
6.5
|
|
$
|
—
|
|
$
|
2.2
|
|
$
|
—
|
|
$
|
(8.6
|
)
|
$
|
—
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||||||||
Contingent Consideration
|
2.9
|
|
(0.9
|
)
|
—
|
|
22.2
|
|
—
|
|
(2.0
|
)
|
22.2
|
|
|
Fiscal Year
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net unrealized investment gains (losses):
|
|
|
|
|
|
||||||
Equity securities, at cost less impairments
|
$
|
17.1
|
|
|
$
|
—
|
|
|
$
|
7.6
|
|
Gross unrealized gains
|
3.8
|
|
|
—
|
|
|
$
|
—
|
|
||
Gross unrealized losses
|
(0.2
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||
Estimated fair value of equity securities
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
Asset Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
||||||
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
Hedging derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
2.8
|
|
|
$
|
7.2
|
|
Total hedging derivatives
|
|
|
$
|
2.8
|
|
|
$
|
7.2
|
|
Non-hedging derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
Total non-hedging derivatives
|
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
||||||
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
Hedging derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued liabilities
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
Interest rate swap agreements
|
Other non-current liabilities
|
|
8.3
|
|
|
10.8
|
|
||
Total hedging derivatives
|
|
|
$
|
9.0
|
|
|
$
|
11.0
|
|
Non-hedging derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued liabilities
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
Total non-hedging derivatives
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
Derivatives Qualifying for Cash
Flow Hedging
|
|
Amount of (Gain)/
Loss Recognized in OCI on Derivative (Effective Portion)
|
|
Location and Amount of (Gain)/Loss
Reclassified from Accumulated OCI into Income
(Effective Portion)
|
|
Location and Amount of (Gain)/Loss
Recognized in Income on Derivative
(Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||||||
|
|
June 28, 2014
|
|
June 29, 2013
|
|
|
|
June 28, 2014
|
|
June 29, 2013
|
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||||||||
T-Locks
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest, net
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
|
Interest, net
|
|
$
|
(2.3
|
)
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
(7.2
|
)
|
|
1.3
|
|
|
Interest, net
|
|
(3.9
|
)
|
|
(5.0
|
)
|
|
Interest, net
|
|
5.4
|
|
|
—
|
|
||||||
Foreign currency forward contracts
|
|
(15.1
|
)
|
|
10.6
|
|
|
Net sales
|
|
2.5
|
|
|
2.9
|
|
|
Net sales
|
|
0.1
|
|
|
—
|
|
||||||
|
|
|
|
|
|
Cost of sales
|
|
6.3
|
|
|
(4.3
|
)
|
|
Cost of sales
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||||||||
|
|
|
|
|
|
Interest, net
|
|
0.2
|
|
|
0.1
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Other (income)expense, net
|
|
2.2
|
|
|
3.2
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
(22.3
|
)
|
|
$
|
11.9
|
|
|
|
|
$
|
7.1
|
|
|
$
|
(2.7
|
)
|
|
|
|
$
|
2.9
|
|
|
$
|
(0.2
|
)
|
Fair Value Hedges
|
|
Location and Amount of (Gain)/Loss Recognized into Income
|
|
Related Hedged Item
|
|
Location and Amount of (Gain)/Loss Recognized in Income on Related Hedged Item
|
||||||||||||||
|
|
|
June 28, 2014
|
|
June 29, 2013
|
|
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||||
Interest rate swap agreements
|
|
Other expense (income), net
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
Fixed-rate debt
|
|
Other expense (income), net
|
$
|
4.1
|
|
|
$
|
—
|
|
|
June 28,
2014 |
|
June 29,
2013 |
||||
Short term debt
|
$
|
2.1
|
|
|
$
|
5.0
|
|
|
|
|
|
||||
Term loans
|
|
|
|
||||
2011 Term Loan due October 26, 2016
|
—
|
|
|
400.0
|
|
||
2013 Term Loan due December 18, 2015
|
300.0
|
|
|
—
|
|
||
2013 Term Loan due December 18, 2018
|
630.0
|
|
|
—
|
|
||
|
930.0
|
|
|
400.0
|
|
||
Senior notes
|
|
|
|
||||
5.97% Unsecured Senior Notes due May 29, 2015
(1)
|
—
|
|
|
75.0
|
|
||
4.91% Unsecured Senior Notes due April 30, 2017
(1)
|
—
|
|
|
115.0
|
|
||
6.37% Unsecured Senior Notes due May 29, 2018
(1)
|
—
|
|
|
125.0
|
|
||
5.45% Unsecured Senior Notes due April 30, 2020
(1)
|
—
|
|
|
150.0
|
|
||
4.27% Unsecured Senior Notes due September 30, 2021
(1)
|
—
|
|
|
75.0
|
|
||
5.55% Unsecured Senior Notes due April 30, 2022
(1)
|
—
|
|
|
150.0
|
|
||
2.95% Unsecured Senior Notes due May 15, 2023,
net of unamortized discount of $3.1 million
|
—
|
|
|
596.9
|
|
||
4.52% Unsecured Senior Notes due December 15, 2023
(1)
|
—
|
|
|
175.0
|
|
||
4.67% Unsecured Senior Notes due September 30, 2026
(1)
|
—
|
|
|
100.0
|
|
||
1.30% Unsecured Senior Notes due November 8, 2016,
net of unamortized discount of $0.4 million
(2)
|
499.6
|
|
|
—
|
|
||
2.30% Unsecured Senior Notes due November 8, 2018,
net of unamortized discount of $0.7 million
(2)
|
599.3
|
|
|
—
|
|
||
4.00% Unsecured Senior Notes due November 15, 2023,
net of unamortized discount of $3.2 million
(2)
|
796.8
|
|
|
—
|
|
||
5.30% Unsecured Senior Notes due November 15, 2043,
net of unamortized discount of $1.7 million
(2)
|
398.3
|
|
|
—
|
|
||
|
2,294.0
|
|
|
1,561.9
|
|
||
|
|
|
|
||||
Other financing
|
8.1
|
|
|
7.1
|
|
||
|
|
|
|
||||
Total borrowings outstanding
|
3,234.2
|
|
|
1,974.1
|
|
||
Less short-term debt and current portion of long-term debt
|
(143.7
|
)
|
|
(46.2
|
)
|
||
Total long-term debt, less current portion
|
$
|
3,090.5
|
|
|
$
|
1,927.8
|
|
(1)
|
Private placement unsecured senior notes under Master Note Purchase Agreement discussed below
|
(2)
|
Private placement unsecured senior notes with registration rights discussed below collectively as the "Bonds".
|
|
|
Fiscal 2014
|
||
Make-whole payments
|
|
$
|
133.5
|
|
Write-off of financing fees on Bridge Agreements
|
|
19.0
|
|
|
Write-off of deferred financing fees on old debt
|
|
10.5
|
|
|
Write-off of unamortized discount
|
|
2.8
|
|
|
Total loss on extinguishment of debt
|
|
$
|
165.8
|
|
Fiscal Year
|
Amount
|
||
2015
|
$
|
144.9
|
|
2016
|
443.4
|
|
|
2017
|
641.7
|
|
|
2018
|
140.2
|
|
|
2019
|
670.0
|
|
|
Thereafter
|
1,200.0
|
|
|
Fiscal Year
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
393.0
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
8.6
|
|
|||
Net income used for both basic and diluted EPS
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
401.6
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding for basic EPS
|
115.1
|
|
|
93.9
|
|
|
93.2
|
|
|||
Dilutive effect of share-based awards
|
0.5
|
|
|
0.6
|
|
|
0.8
|
|
|||
Weighted average shares outstanding for diluted EPS
|
115.6
|
|
|
94.5
|
|
|
94.1
|
|
|
Fiscal Year Ended June 28, 2014
|
||||||||||||
|
Number of
Options
|
|
Weighted
Average
Exercise
Price Per Share
|
|
Weighted
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
||||||
Beginning options outstanding
|
891
|
|
|
$
|
63.24
|
|
|
|
|
|
|||
Granted
|
165
|
|
|
$
|
119.87
|
|
|
|
|
|
|||
Exercised
|
(200
|
)
|
|
$
|
48.94
|
|
|
|
|
|
|||
Forfeited or expired
|
(6
|
)
|
|
$
|
110.53
|
|
|
|
|
|
|||
Ending options outstanding
|
850
|
|
|
$
|
77.26
|
|
|
6.4
|
|
|
$
|
58.4
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable
|
491
|
|
|
$
|
53.06
|
|
|
4.9
|
|
|
$
|
45.6
|
|
Options expected to vest
|
351
|
|
|
$
|
110.15
|
|
|
8.3
|
|
|
$
|
12.6
|
|
|
Fiscal Year Ended June 28, 2014
|
|||||||||||
|
Number of
Nonvested
Shares
|
|
Weighted
Average
Grant Date
Fair Value Per Share
|
|
Weighted
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Beginning nonvested restricted shares outstanding
|
9
|
|
|
$
|
100.84
|
|
|
|
|
|
||
Granted
|
16
|
|
|
$
|
145.19
|
|
|
|
|
|
||
Vested
|
(16
|
)
|
|
$
|
145.19
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Ending nonvested restricted shares outstanding
|
9
|
|
|
$
|
100.84
|
|
|
0.4
|
|
$
|
1,267
|
|
|
Fiscal Year Ended June 28, 2014
|
|||||||||||
|
Number of
Nonvested
Service-
Based
Share Units
|
|
Weighted
Average
Grant Date
Fair Value Per Share
|
|
Weighted
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Beginning nonvested service-based share units outstanding
|
260
|
|
|
$
|
83.60
|
|
|
|
|
|
||
Granted
|
115
|
|
|
$
|
133.08
|
|
|
|
|
|
||
Vested
|
(109
|
)
|
|
$
|
61.89
|
|
|
|
|
|
||
Forfeited
|
(19
|
)
|
|
$
|
130.83
|
|
|
|
|
|
||
Ending non-vested service-based share units outstanding
|
247
|
|
|
$
|
112.89
|
|
|
1.1
|
|
$
|
36,087
|
|
|
Fiscal Year Ended June 28, 2014
|
|||||||||||
|
Number of
Nonvested
Performance-
Based
Share Units
|
|
Weighted
Average
Grant
Date Fair
Value Per Share
|
|
Weighted
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Beginning nonvested performance-based share units outstanding
|
158
|
|
|
$
|
84.85
|
|
|
|
|
|
||
Granted
|
107
|
|
|
$
|
119.85
|
|
|
|
|
|
||
Vested
|
(78
|
)
|
|
$
|
59.22
|
|
|
|
|
|
||
Forfeited
|
(5
|
)
|
|
$
|
11.59
|
|
|
|
|
|
||
Ending nonvested performance-based share units outstanding
|
182
|
|
|
$
|
109.63
|
|
|
1.4
|
|
$
|
26,552
|
|
|
Fair value
of derivative
financial
instruments,
net of tax
|
|
Foreign
currency
translation
adjustments
|
|
Fair value of
investment securities, net of tax |
|
Post-
retirement and pension liability adjustments, net of tax |
|
Total AOCI
|
||||||||||
Balance as of June 30, 2012
|
$
|
(10.5
|
)
|
|
$
|
53.7
|
|
|
$
|
(4.4
|
)
|
|
$
|
0.6
|
|
|
$
|
39.4
|
|
Other comprehensive income
|
6.0
|
|
|
26.9
|
|
|
4.4
|
|
|
0.3
|
|
|
37.6
|
|
|||||
Balance as of June 29, 2013
|
(4.5
|
)
|
|
80.6
|
|
|
—
|
|
|
0.9
|
|
|
77.0
|
|
|||||
OCI before reclassifications
|
(18.2
|
)
|
|
83.8
|
|
|
(4.3
|
)
|
|
(12.0
|
)
|
|
49.3
|
|
|||||
Amounts reclassified from AOCI
|
6.6
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
13.3
|
|
|||||
Other comprehensive income
|
(11.6
|
)
|
|
83.8
|
|
|
2.4
|
|
|
(12.0
|
)
|
|
62.6
|
|
|||||
Balance as of June 28, 2014
|
$
|
(16.1
|
)
|
|
$
|
164.4
|
|
|
$
|
2.4
|
|
|
$
|
(11.1
|
)
|
|
$
|
139.6
|
|
|
Fiscal Year
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Pre-tax income:
|
|
|
|
|
|
|||
Ireland
|
(369.3
|
)
|
|
—
|
|
|
—
|
|
Other
|
641.9
|
|
|
607.7
|
|
|
512.0
|
|
Total
|
272.6
|
|
|
607.7
|
|
|
512.0
|
|
Provision for income taxes:
|
|
|
|
|
|
|||
Current:
|
|
|
|
|
|
|||
Ireland
|
2.2
|
|
|
—
|
|
|
—
|
|
United States - Federal
|
44.0
|
|
|
125.0
|
|
|
74.9
|
|
United States - State
|
9.3
|
|
|
10.7
|
|
|
7.5
|
|
Other Foreign
|
49.1
|
|
|
24.3
|
|
|
9.1
|
|
Subtotal
|
104.6
|
|
|
160.1
|
|
|
91.5
|
|
Deferred (credit):
|
|
|
|
|
|
|||
Ireland
|
(24.2
|
)
|
|
—
|
|
|
—
|
|
United States - Federal
|
7.8
|
|
|
16.6
|
|
|
32.6
|
|
United States - State
|
(5.8
|
)
|
|
—
|
|
|
1.4
|
|
Other Foreign
|
(15.1
|
)
|
|
(10.9
|
)
|
|
(6.6
|
)
|
Subtotal
|
(37.3
|
)
|
|
5.7
|
|
|
27.5
|
|
Total
|
67.3
|
|
|
165.8
|
|
|
119.0
|
|
|
Fiscal Year
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
|||
Provision at statutory rate
|
12.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Ireland tax on non-trading differences
|
2.8
|
|
|
—
|
|
|
—
|
|
Expenses not deductible for tax purposes/ deductions not expensed for book, net
|
12.1
|
|
|
(0.6
|
)
|
|
(0.9
|
)
|
U.S. Operations:
|
|
|
|
|
|
|||
State income taxes, net of Federal benefit
|
(0.2
|
)
|
|
1.1
|
|
|
1.1
|
|
Foreign tax credit
|
0.2
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Research and development credit
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(0.3
|
)
|
Other
|
(0.8
|
)
|
|
(1.0
|
)
|
|
(0.9
|
)
|
Other foreign differences (earnings taxed at other than applicable statutory rate)
|
(16.0
|
)
|
|
(8.7
|
)
|
|
(9.5
|
)
|
Worldwide Operations:
|
|
|
|
|
|
|||
Valuation allowance changes
|
2.9
|
|
|
—
|
|
|
—
|
|
Audit impacts
|
—
|
|
|
(1.2
|
)
|
|
(5.1
|
)
|
Change in unrecognized taxes
|
15.0
|
|
|
3.3
|
|
|
3.9
|
|
Rate change impacts
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
Effective income tax rate
|
24.7
|
%
|
|
27.3
|
%
|
|
23.2
|
%
|
|
Fiscal Year
|
||||||
|
2014
|
|
2013
|
||||
Deferred income tax asset (liability):
|
|
|
|
||||
Depreciation and amortization
|
$
|
(982.6
|
)
|
|
$
|
(203.3
|
)
|
Inventory basis differences
|
43.9
|
|
|
35.6
|
|
||
Accrued liabilities
|
84.3
|
|
|
43.4
|
|
||
Allowance for doubtful accounts
|
0.9
|
|
|
0.5
|
|
||
Research and development
|
3.7
|
|
|
4.0
|
|
||
Loss carryforwards
|
300.4
|
|
|
31.3
|
|
||
Share-based compensation
|
14.3
|
|
|
13.2
|
|
||
Foreign Tax Credit
|
10.6
|
|
|
13.7
|
|
||
Federal benefit of unrecognized tax positions
|
20.7
|
|
|
—
|
|
||
Other, net
|
59.6
|
|
|
19.6
|
|
||
Subtotal
|
(444.2
|
)
|
|
(41.9
|
)
|
||
Valuation allowance for loss and credit carryforwards
|
(198.4
|
)
|
|
(18.8
|
)
|
||
Net deferred income tax (liability) asset:
|
$
|
(642.6
|
)
|
|
$
|
(60.7
|
)
|
|
June 28,
2014 |
|
June 29,
2013 |
||||
Assets
|
$
|
86.4
|
|
|
$
|
67.3
|
|
Liabilities
|
(729.0
|
)
|
|
(128.0
|
)
|
||
Net deferred income tax (liability) asset
|
$
|
(642.6
|
)
|
|
$
|
(60.7
|
)
|
|
Unrecognized
Tax Benefits
|
||
Balance at June 30, 2012
|
$
|
99.2
|
|
Additions:
|
|
||
Positions related to the current year
|
18.1
|
|
|
Positions related to prior years
|
1.9
|
|
|
Reductions:
|
|
||
Positions related to the current year
|
—
|
|
|
Positions related to prior years
|
—
|
|
|
Settlements with taxing authorities
|
(7.5
|
)
|
|
Lapse of statutes of limitation
|
(1.6
|
)
|
|
Balance at June 29, 2013
|
110.1
|
|
|
Additions:
|
|
||
Positions related to the current year
|
28.8
|
|
|
Positions related to prior years
|
22.7
|
|
|
Reductions:
|
|
||
Positions related to the current year
|
—
|
|
|
Positions related to prior years
|
—
|
|
|
Settlements with taxing authorities
|
—
|
|
|
Lapse of statutes of limitation
|
(1.5
|
)
|
|
Balance at June 28, 2014
|
$
|
160.1
|
|
|
Fiscal 2014
|
||
Projected benefit obligation at December 18, 2013
|
$
|
84.4
|
|
Interest cost
|
1.4
|
|
|
Actuarial loss
|
12.1
|
|
|
Benefits paid
|
(0.2
|
)
|
|
Settlements
|
(8.0
|
)
|
|
Foreign currency translation
|
(0.7
|
)
|
|
Benefit obligation at June 28, 2014
|
$
|
89.0
|
|
Fair value of plan assets at December 18, 2013
|
107.3
|
|
|
Actual return on plan assets
|
5.4
|
|
|
Benefits paid
|
(0.2
|
)
|
|
Settlements
|
(12.1
|
)
|
|
Foreign currency translation
|
(0.8
|
)
|
|
Fair value of plan assets at June 28, 2014
|
$
|
99.6
|
|
Funded status recognized in Other Assets
|
$
|
10.6
|
|
Fiscal year
|
|
Pension Benefits
|
||
2015
|
|
$
|
—
|
|
2016
|
|
0.1
|
|
|
2017
|
|
0.1
|
|
|
2018
|
|
0.1
|
|
|
2019
|
|
0.3
|
|
|
2020 - 2024
|
|
4.5
|
|
|
Fiscal 2014
|
||
Interest cost
|
$
|
1.4
|
|
Expected return on plan assets
|
(1.9
|
)
|
|
Net actuarial (gain)/loss
|
0.7
|
|
|
Net periodic pension cost
|
$
|
0.2
|
|
Equities
|
60%-80%
|
Bonds
|
10%-40%
|
Property
|
0%-10%
|
Other
|
0%-10%
|
|
Quoted
Prices in Active Markets |
Other
Observable Inputs |
Unobservable
Inputs |
|
||||||||
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||
Equities
|
$
|
20.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20.8
|
|
Bonds
|
48.3
|
|
—
|
|
—
|
|
48.3
|
|
||||
Property
|
—
|
|
—
|
|
0.8
|
|
0.8
|
|
||||
Cash
|
0.1
|
|
—
|
|
—
|
|
0.1
|
|
||||
Absolute return fund
|
29.6
|
|
—
|
|
—
|
|
29.6
|
|
||||
Total
|
$
|
98.8
|
|
$
|
—
|
|
$
|
0.8
|
|
$
|
99.6
|
|
|
Fiscal 2014
|
||
Level 3 assets held at December 18, 2013
|
$
|
0.7
|
|
Unrealized gains
|
0.1
|
|
|
Level 3 assets held at June 28, 2014
|
$
|
0.8
|
|
|
Severance
|
|
Contract Terminations
|
|
Asset Impairments
|
|
Total
|
||||||||
Balance at June 25, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additional charges
|
1.8
|
|
|
—
|
|
|
7.0
|
|
|
8.8
|
|
||||
Payments
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Non-cash adjustments
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
(7.0
|
)
|
||||
Balance at June 30, 2012
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||
Additional charges
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||
Payments
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
||||
Non-cash adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at June 29, 2013
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||
Additional charges
|
36.8
|
|
|
5.4
|
|
|
4.8
|
|
|
47.0
|
|
||||
Payments
|
(27.3
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(28.7
|
)
|
||||
Non-cash adjustments
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
(4.8
|
)
|
||||
Balance at June 28, 2014
|
$
|
12.4
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
16.4
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Ireland
|
$
|
146.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S.
|
3,291.6
|
|
|
2,978.1
|
|
|
2,693.6
|
|
|||
All other countries
(2)
|
622.5
|
|
|
561.7
|
|
|
479.6
|
|
|||
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
|
$
|
3,173.2
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
Ireland
|
$
|
2.0
|
|
|
$
|
—
|
|
U.S.
|
530.7
|
|
|
468.4
|
|
||
Israel
|
119.6
|
|
|
98.0
|
|
||
All other countries
|
127.6
|
|
|
115.0
|
|
||
|
$
|
779.9
|
|
|
$
|
681.4
|
|
($ in millions)
|
Consumer
Healthcare
|
|
Nutritionals
|
|
Rx Pharma-ceuticals
|
|
API
|
|
Specialty Sciences
|
|
Other
|
|
Unallocated
expenses
|
|
Total
|
||||||||||||||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
2,219.0
|
|
|
$
|
551.7
|
|
|
$
|
927.1
|
|
|
$
|
137.6
|
|
|
$
|
146.7
|
|
|
$
|
78.7
|
|
|
$
|
—
|
|
|
$
|
4,060.8
|
|
Operating income
|
$
|
368.6
|
|
|
$
|
40.5
|
|
|
$
|
349.8
|
|
|
$
|
46.1
|
|
|
$
|
(68.6
|
)
|
|
$
|
4.0
|
|
|
$
|
(173.4
|
)
|
|
$
|
567.0
|
|
Operating income %
|
16.6
|
%
|
|
7.3
|
%
|
|
37.7
|
%
|
|
33.5
|
%
|
|
(46.7
|
)%
|
|
5.2
|
%
|
|
—
|
%
|
|
14.0
|
%
|
||||||||
Total assets
|
$
|
3,774.5
|
|
|
$
|
1,077.2
|
|
|
$
|
2,537.2
|
|
|
$
|
288.0
|
|
|
$
|
6,096.6
|
|
|
$
|
106.7
|
|
|
$
|
—
|
|
|
$
|
13,880.2
|
|
Capital expenditures
|
$
|
115.9
|
|
|
$
|
7.3
|
|
|
$
|
32.9
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
5.1
|
|
|
$
|
—
|
|
|
$
|
171.6
|
|
Fixed assets, net
|
$
|
475.7
|
|
|
$
|
88.6
|
|
|
$
|
104.8
|
|
|
$
|
95.7
|
|
|
$
|
2.1
|
|
|
$
|
13.0
|
|
|
$
|
—
|
|
|
$
|
779.9
|
|
Depreciation/amortization
|
$
|
63.8
|
|
|
$
|
38.5
|
|
|
$
|
86.5
|
|
|
$
|
11.4
|
|
|
$
|
154.4
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
358.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
2,089.0
|
|
|
$
|
508.4
|
|
|
$
|
709.5
|
|
|
$
|
159.3
|
|
|
—
|
|
|
$
|
73.6
|
|
|
$
|
—
|
|
|
$
|
3,539.8
|
|
|
Operating income
|
$
|
363.2
|
|
|
$
|
35.2
|
|
|
$
|
263.2
|
|
|
$
|
48.9
|
|
|
—
|
|
|
$
|
3.4
|
|
|
$
|
(34.7
|
)
|
|
$
|
679.1
|
|
|
Operating income %
|
17.4
|
%
|
|
6.9
|
%
|
|
37.1
|
%
|
|
30.7
|
%
|
|
—
|
%
|
|
4.6
|
%
|
|
—
|
%
|
|
19.2
|
%
|
||||||||
Total assets
|
$
|
2,409.0
|
|
|
$
|
949.7
|
|
|
$
|
1,604.9
|
|
|
$
|
284.5
|
|
|
—
|
|
|
$
|
102.7
|
|
|
$
|
—
|
|
|
$
|
5,350.8
|
|
|
Capital expenditures
|
$
|
85.5
|
|
|
$
|
7.8
|
|
|
$
|
17.7
|
|
|
$
|
17.3
|
|
|
—
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
132.2
|
|
|
Fixed assets, net
|
$
|
404.1
|
|
|
$
|
92.8
|
|
|
$
|
80.8
|
|
|
$
|
92.7
|
|
|
—
|
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
681.4
|
|
|
Depreciation/amortization
|
$
|
53.8
|
|
|
$
|
38.3
|
|
|
$
|
54.9
|
|
|
$
|
9.1
|
|
|
—
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
160.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fiscal 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
1,815.8
|
|
|
$
|
501.0
|
|
|
$
|
617.4
|
|
|
$
|
165.8
|
|
|
—
|
|
|
$
|
73.3
|
|
|
$
|
—
|
|
|
$
|
3,173.2
|
|
|
Operating income
|
$
|
315.3
|
|
|
$
|
25.4
|
|
|
$
|
213.5
|
|
|
$
|
53.9
|
|
|
—
|
|
|
$
|
2.0
|
|
|
$
|
(40.9
|
)
|
|
$
|
569.2
|
|
|
Operating income %
|
17.4
|
%
|
|
5.1
|
%
|
|
34.6
|
%
|
|
32.5
|
%
|
|
—
|
%
|
|
2.7
|
%
|
|
—
|
%
|
|
17.9
|
%
|
||||||||
Total assets
|
$
|
1,651.4
|
|
|
$
|
951.0
|
|
|
$
|
1,072.6
|
|
|
$
|
258.4
|
|
|
—
|
|
|
$
|
90.7
|
|
|
$
|
—
|
|
|
$
|
4,024.0
|
|
|
Capital expenditures
|
$
|
76.3
|
|
|
$
|
14.4
|
|
|
$
|
8.0
|
|
|
$
|
18.5
|
|
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
120.2
|
|
|
Fixed assets, net
|
$
|
328.0
|
|
|
$
|
94.5
|
|
|
$
|
67.6
|
|
|
$
|
79.6
|
|
|
—
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
578.4
|
|
|
Depreciation/amortization
|
$
|
41.0
|
|
|
$
|
39.0
|
|
|
$
|
42.2
|
|
|
$
|
9.3
|
|
|
—
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
135.3
|
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
||||||
Consumer Healthcare (CHC)
|
|
|
|
|
|
||||||
Cough/Cold
(1)
|
$
|
510.1
|
|
|
$
|
500.6
|
|
|
$
|
447.2
|
|
Analgesics
(1)
|
504.0
|
|
|
536.0
|
|
|
452.3
|
|
|||
Gastrointestinal
(1)
|
400.1
|
|
|
388.8
|
|
|
402.4
|
|
|||
Smoking Cessation
|
236.8
|
|
|
193.2
|
|
|
170.6
|
|
|||
Animal Health
|
178.0
|
|
|
123.2
|
|
|
—
|
|
|||
Other CHC
(1,2)
|
390.0
|
|
|
347.3
|
|
|
343.3
|
|
|||
Total CHC
|
2,219.0
|
|
|
2,089.0
|
|
|
1,815.8
|
|
|||
Nutritionals
|
|
|
|
|
|
|
|||||
Infant nutritionals
|
374.8
|
|
|
350.1
|
|
|
352.7
|
|
|||
Vitamins, minerals and dietary supplements
|
176.9
|
|
|
158.3
|
|
|
148.3
|
|
|||
Total Nutritionals
|
551.7
|
|
|
508.4
|
|
|
501.0
|
|
|||
Generic prescription drugs
|
927.1
|
|
|
709.5
|
|
|
617.4
|
|
|||
Active pharmaceutical ingredients
|
137.6
|
|
|
159.3
|
|
|
165.8
|
|
|||
Specialty sciences - Tysabri®
|
146.7
|
|
|
—
|
|
|
—
|
|
|||
Pharmaceutical and medical diagnostic products
|
78.7
|
|
|
73.6
|
|
|
73.3
|
|
|||
Total Net Sales
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
|
$
|
3,173.2
|
|
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
Fiscal 2014
|
First
Quarter
(2)
|
|
Second
Quarter
(3)
|
|
Third
Quarter
(4)
|
|
Fourth
Quarter
(5)
|
||||||||
Net sales
|
$
|
933.4
|
|
|
$
|
979.0
|
|
|
$
|
1,004.2
|
|
|
$
|
1,144.2
|
|
Gross profit
|
$
|
356.3
|
|
|
$
|
360.7
|
|
|
$
|
315.0
|
|
|
$
|
415.7
|
|
Net income (loss)
|
$
|
111.4
|
|
|
$
|
(86.0
|
)
|
|
$
|
48.1
|
|
|
$
|
131.7
|
|
Earnings (loss) per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.18
|
|
|
$
|
(0.87
|
)
|
|
$
|
0.36
|
|
|
$
|
0.98
|
|
Diluted
|
$
|
1.18
|
|
|
$
|
(0.87
|
)
|
|
$
|
0.36
|
|
|
$
|
0.98
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
94.2
|
|
|
98.7
|
|
|
133.7
|
|
|
133.8
|
|
||||
Diluted
|
94.7
|
|
|
98.7
|
|
|
134.3
|
|
|
134.3
|
|
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
Fiscal 2013
|
First
Quarter
(6)
|
|
Second
Quarter
(7)
|
|
Third
Quarter
(8)
|
|
Fourth
Quarter
(9)
|
||||||||
Net sales
(1)
|
$
|
769.8
|
|
|
$
|
883.0
|
|
|
$
|
919.8
|
|
|
$
|
967.2
|
|
Gross profit
(1)
|
$
|
285.3
|
|
|
$
|
307.2
|
|
|
$
|
331.4
|
|
|
$
|
356.2
|
|
Net income
|
$
|
105.6
|
|
|
$
|
106.0
|
|
|
$
|
111.9
|
|
|
$
|
118.5
|
|
Earnings per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.13
|
|
|
$
|
1.13
|
|
|
$
|
1.19
|
|
|
$
|
1.26
|
|
Diluted
|
$
|
1.12
|
|
|
$
|
1.12
|
|
|
$
|
1.18
|
|
|
$
|
1.25
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
93.6
|
|
|
93.9
|
|
|
94.0
|
|
|
94.0
|
|
||||
Diluted
|
94.3
|
|
|
94.5
|
|
|
94.5
|
|
|
94.6
|
|
(1)
|
The sum of quarterly financial data may vary from the annual data due to rounding. The sum of individual per share amounts may not equal due to rounding.
|
(2)
|
Includes Elan transaction costs of
$12.0 million
, litigation settlement of
$2.5 million
, and acquisition costs of
$1.9 million
.
|
(3)
|
Includes loss on extinguishment of debt of
$165.8 million
, Elan transaction costs of
$103.2 million
, restructuring charges totaling
$14.9 million
, write-off of contingent consideration of
$4.9 million
related to Fera, and write-off of IPR&D of
$6.0 million
related to Paddock and Rosemont.
|
(4)
|
Includes restructuring charges totaling
$19.5 million
, write-up of contingent consideration of
$5.8 million
related to Fera, and
$3.2 million
of Elan transaction costs.
|
(5)
|
Includes restructuring charges totaling
$10.5 million
and a loss contingency of
$15.0 million
related to Texas Medicaid.
|
(6)
|
Includes a pre-tax charge of approximately
$1.9 million
of acquisition costs associated with the Sergeant's acquisition.
|
(7)
|
Includes a pre-tax charge to cost of sales of
$7.7 million
associated with the step-up in value of inventory related to the Sergeant's acquisition,
$1.5 million
of severance costs associated with the Cobrek acquisition and a
$3.0 million
loss on the sale of investment related to Cobrek.
|
(8)
|
Includes a pre-tax charge to cost of sales of
$1.9 million
associated with the step-up in value of inventory related to the Rosemont acquisition, approximately
$3.1 million
of acquisition costs associated with the Rosemont and Velcera acquisitions and a
$1.6 million
loss related to the sale of the Company's investment securities.
|
(9)
|
Includes a pre-tax charge to cost of sales of
$1.2 million
associated with the step-up in value of inventory related to the Rosemont acquisition,
$5.6 million
of restructuring and other integration-related costs associated with the Velcera acquisition and a
$9.0 million
impairment charge related to the write-off of IPR&D.
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||
|
Perrigo Company plc
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
3,592.2
|
|
|
$
|
1,068.9
|
|
|
$
|
(600.3
|
)
|
|
$
|
4,060.8
|
|
Cost of sales
|
—
|
|
|
2,535.2
|
|
|
641.1
|
|
|
(563.2
|
)
|
|
2,613.1
|
|
|||||
Gross profit
|
—
|
|
|
1,057.0
|
|
|
427.8
|
|
|
(37.1
|
)
|
|
1,447.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Distribution
|
—
|
|
|
44.3
|
|
|
11.0
|
|
|
—
|
|
|
55.3
|
|
|||||
Research and development
|
—
|
|
|
124.1
|
|
|
57.0
|
|
|
(28.6
|
)
|
|
152.5
|
|
|||||
Selling
|
—
|
|
|
171.2
|
|
|
42.5
|
|
|
(5.1
|
)
|
|
208.6
|
|
|||||
Administration
|
56.3
|
|
|
313.6
|
|
|
44.1
|
|
|
(2.7
|
)
|
|
411.3
|
|
|||||
Write-off of in-process research and development
|
—
|
|
|
4.0
|
|
|
2.0
|
|
|
—
|
|
|
6.0
|
|
|||||
Restructuring
|
—
|
|
|
29.7
|
|
|
17.3
|
|
|
—
|
|
|
47.0
|
|
|||||
Total
|
56.3
|
|
|
686.9
|
|
|
173.9
|
|
|
(36.4
|
)
|
|
880.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
(56.3
|
)
|
|
370.1
|
|
|
253.9
|
|
|
(0.7
|
)
|
|
567.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest, net
|
62.9
|
|
|
439.1
|
|
|
(398.5
|
)
|
|
—
|
|
|
103.5
|
|
|||||
Other expense (income), net
|
0.5
|
|
|
(359.9
|
)
|
|
371.5
|
|
|
0.3
|
|
|
12.4
|
|
|||||
Loss on sales of investments
|
—
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
|||||
Loss on extinguishment of debt
|
19.0
|
|
|
146.8
|
|
|
—
|
|
|
—
|
|
|
165.8
|
|
|||||
Income (loss) before income taxes and equity in net income (loss) of subsidiaries
|
(138.7
|
)
|
|
144.1
|
|
|
268.2
|
|
|
(1.0
|
)
|
|
272.6
|
|
|||||
Income tax expense
|
(2.4
|
)
|
|
35.5
|
|
|
34.2
|
|
|
—
|
|
|
67.3
|
|
|||||
Income (loss) before equity in net income (loss) of subsidiaries
|
(136.3
|
)
|
|
108.6
|
|
|
234.0
|
|
|
(1.0
|
)
|
|
205.3
|
|
|||||
Equity in net income (loss) of subsidiaries
|
341.6
|
|
|
(241.0
|
)
|
|
98.7
|
|
|
(199.3
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
205.3
|
|
|
$
|
(132.4
|
)
|
|
$
|
332.7
|
|
|
$
|
(200.3
|
)
|
|
$
|
205.3
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||
|
Perrigo Company plc
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
205.3
|
|
|
$
|
(132.4
|
)
|
|
$
|
332.7
|
|
|
$
|
(200.3
|
)
|
|
$
|
205.3
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments, net of tax
|
83.8
|
|
|
(0.1
|
)
|
|
84.4
|
|
|
(84.3
|
)
|
|
83.8
|
|
|||||
Change in fair value of derivative financial instruments, net of tax
|
(11.6
|
)
|
|
1.2
|
|
|
0.7
|
|
|
(1.9
|
)
|
|
(11.6
|
)
|
|||||
Change in fair value of investment securities, net of tax
|
2.4
|
|
|
2.4
|
|
|
2.5
|
|
|
(4.9
|
)
|
|
2.4
|
|
|||||
Post-retirement liability adjustments, net of tax
|
(12.0
|
)
|
|
(12.0
|
)
|
|
—
|
|
|
12.0
|
|
|
(12.0
|
)
|
|||||
Other comprehensive income, net of tax
|
62.6
|
|
|
(8.5
|
)
|
|
87.6
|
|
|
(79.1
|
)
|
|
62.6
|
|
|||||
Comprehensive income
|
$
|
267.9
|
|
|
$
|
(140.9
|
)
|
|
$
|
420.3
|
|
|
$
|
(279.4
|
)
|
|
$
|
267.9
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,986.9
|
|
|
$
|
1,089.3
|
|
|
$
|
(536.4
|
)
|
|
$
|
3,539.8
|
|
Cost of sales
|
2,057.9
|
|
|
738.3
|
|
|
(536.4
|
)
|
|
2,259.8
|
|
||||
Gross profit
|
929.0
|
|
|
351.0
|
|
|
—
|
|
|
1,280.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Distribution
|
37.7
|
|
|
9.8
|
|
|
—
|
|
|
47.5
|
|
||||
Research and development
|
76.5
|
|
|
38.7
|
|
|
—
|
|
|
115.2
|
|
||||
Selling
|
145.8
|
|
|
40.3
|
|
|
—
|
|
|
186.1
|
|
||||
Administration
|
207.5
|
|
|
32.7
|
|
|
—
|
|
|
240.2
|
|
||||
Write-off of in-process research and development
|
9.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
||||
Restructuring
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||
Total
|
479.3
|
|
|
121.5
|
|
|
—
|
|
|
600.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
449.7
|
|
|
229.5
|
|
|
—
|
|
|
679.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest, net
|
64.6
|
|
|
1.2
|
|
|
—
|
|
|
65.8
|
|
||||
Other expense (income), net
|
291.4
|
|
|
(290.5
|
)
|
|
—
|
|
|
0.9
|
|
||||
Loss on sales of investments
|
3.1
|
|
|
1.6
|
|
|
—
|
|
|
4.7
|
|
||||
Income (loss) before income taxes and equity in net income (loss) of subsidiaries
|
90.6
|
|
|
517.2
|
|
|
—
|
|
|
607.7
|
|
||||
Income tax expense
|
147.9
|
|
|
17.9
|
|
|
—
|
|
|
165.8
|
|
||||
Income (loss) before equity in net income (loss) of subsidiaries
|
(57.3
|
)
|
|
499.2
|
|
|
—
|
|
|
441.9
|
|
||||
Equity in net income (loss) of subsidiaries
|
499.2
|
|
|
(311.4
|
)
|
|
(187.8
|
)
|
|
—
|
|
||||
Net income
|
$
|
441.9
|
|
|
$
|
187.8
|
|
|
$
|
(187.8
|
)
|
|
$
|
441.9
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
441.9
|
|
|
$
|
187.8
|
|
|
$
|
(187.8
|
)
|
|
$
|
441.9
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
30.0
|
|
|
30.0
|
|
|
(33.1
|
)
|
|
26.9
|
|
||||
Change in fair value of derivative financial instruments, net of tax
|
6.0
|
|
|
1.9
|
|
|
(1.9
|
)
|
|
6.0
|
|
||||
Change in fair value of investment securities, net of tax
|
1.4
|
|
|
4.7
|
|
|
(1.6
|
)
|
|
4.4
|
|
||||
Post-retirement liability adjustments, net of tax
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Other comprehensive income, net of tax
|
37.6
|
|
|
36.7
|
|
|
(36.7
|
)
|
|
37.6
|
|
||||
Comprehensive income
|
$
|
479.6
|
|
|
$
|
224.5
|
|
|
$
|
(224.5
|
)
|
|
$
|
479.6
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,715.1
|
|
|
$
|
931.4
|
|
|
$
|
(473.2
|
)
|
|
$
|
3,173.2
|
|
Cost of sales
|
1,945.5
|
|
|
605.4
|
|
|
(473.2
|
)
|
|
2,077.7
|
|
||||
Gross profit
|
769.6
|
|
|
326.0
|
|
|
—
|
|
|
1,095.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Distribution
|
29.2
|
|
|
9.9
|
|
|
—
|
|
|
39.1
|
|
||||
Research and development
|
67.7
|
|
|
38.1
|
|
|
—
|
|
|
105.8
|
|
||||
Selling
|
110.3
|
|
|
38.0
|
|
|
—
|
|
|
148.3
|
|
||||
Administration
|
180.5
|
|
|
44.2
|
|
|
(0.3
|
)
|
|
224.4
|
|
||||
Restructuring
|
8.8
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
||||
Total
|
396.5
|
|
|
130.2
|
|
|
(0.3
|
)
|
|
526.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
373.1
|
|
|
195.8
|
|
|
0.3
|
|
|
569.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest, net
|
27.6
|
|
|
33.1
|
|
|
—
|
|
|
60.7
|
|
||||
Other expense (income), net
|
219.0
|
|
|
(222.8
|
)
|
|
0.3
|
|
|
(3.5
|
)
|
||||
Income from continuing operations before income taxes and equity in net income of subsidiaries
|
126.5
|
|
|
385.5
|
|
|
—
|
|
|
512.0
|
|
||||
Income tax expense
|
115.8
|
|
|
3.2
|
|
|
—
|
|
|
119.0
|
|
||||
Income from continuing operations before equity in net income of subsidiaries
|
10.7
|
|
|
382.3
|
|
|
—
|
|
|
393.0
|
|
||||
Equity in net income (loss) of subsidiaries
|
382.3
|
|
|
(266.2
|
)
|
|
(116.1
|
)
|
|
—
|
|
||||
Income from continuing operations
|
$
|
393.0
|
|
|
$
|
116.1
|
|
|
$
|
(116.1
|
)
|
|
$
|
393.0
|
|
Income from discontinued operations, net of tax
|
8.6
|
|
|
8.6
|
|
|
(8.6
|
)
|
|
8.6
|
|
||||
Net income (loss)
|
$
|
401.6
|
|
|
$
|
124.7
|
|
|
$
|
(124.7
|
)
|
|
$
|
401.6
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
401.6
|
|
|
$
|
124.7
|
|
|
$
|
(124.7
|
)
|
|
$
|
401.6
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(76.7
|
)
|
|
(76.2
|
)
|
|
76.2
|
|
|
(76.7
|
)
|
||||
Change in fair value of derivative financial instruments, net of tax
|
(9.4
|
)
|
|
(2.5
|
)
|
|
2.5
|
|
|
(9.4
|
)
|
||||
Change in fair value of investment securities, net of tax
|
(1.0
|
)
|
|
(1.3
|
)
|
|
1.3
|
|
|
(1.0
|
)
|
||||
Post-retirement liability adjustments, net of tax
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(87.6
|
)
|
|
(80.0
|
)
|
|
80.0
|
|
|
(87.6
|
)
|
||||
Comprehensive income
|
$
|
314.0
|
|
|
$
|
44.7
|
|
|
$
|
(44.7
|
)
|
|
$
|
314.0
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||
|
Perrigo Company plc
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
323.4
|
|
|
$
|
245.2
|
|
|
$
|
230.9
|
|
|
$
|
—
|
|
|
$
|
799.5
|
|
Investment securities
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|||||
Accounts receivable, net
|
1.4
|
|
|
463.9
|
|
|
4,495.7
|
|
|
(4,025.9
|
)
|
|
935.1
|
|
|||||
Inventories
|
—
|
|
|
613.9
|
|
|
148.1
|
|
|
(130.4
|
)
|
|
631.6
|
|
|||||
Current deferred income taxes
|
—
|
|
|
59.8
|
|
|
3.0
|
|
|
—
|
|
|
62.8
|
|
|||||
Prepaid expenses and other current assets
|
9.9
|
|
|
62.7
|
|
|
43.4
|
|
|
—
|
|
|
116.0
|
|
|||||
Total current assets
|
334.7
|
|
|
1,445.5
|
|
|
4,927.0
|
|
|
(4,156.3
|
)
|
|
2,550.9
|
|
|||||
Property and equipment, net
|
—
|
|
|
532.4
|
|
|
247.5
|
|
|
—
|
|
|
779.9
|
|
|||||
Goodwill and other indefinite-lived intangible assets
|
—
|
|
|
3,078.3
|
|
|
465.5
|
|
|
—
|
|
|
3,543.8
|
|
|||||
Other intangible assets, net
|
—
|
|
|
6,583.8
|
|
|
203.2
|
|
|
—
|
|
|
6,787.0
|
|
|||||
Non-current deferred income taxes
|
16.0
|
|
|
—
|
|
|
23.6
|
|
|
(16.0
|
)
|
|
23.6
|
|
|||||
Other non-current assets
|
23.8
|
|
|
84.5
|
|
|
86.7
|
|
|
—
|
|
|
195.0
|
|
|||||
Intercompany loans receivable
|
7,300.0
|
|
|
2,145.7
|
|
|
11,444.1
|
|
|
(20,889.8
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
6,218.9
|
|
|
7,826.9
|
|
|
325.2
|
|
|
(14,371.0
|
)
|
|
—
|
|
|||||
Total non-current assets
|
13,558.7
|
|
|
20,251.6
|
|
|
12,795.8
|
|
|
(35,276.8
|
)
|
|
11,329.3
|
|
|||||
Total assets
|
$
|
13,893.4
|
|
|
$
|
21,697.1
|
|
|
$
|
17,722.8
|
|
|
$
|
(39,433.1
|
)
|
|
$
|
13,880.2
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts payable
|
$
|
35.2
|
|
|
$
|
3,998.0
|
|
|
$
|
487.3
|
|
|
$
|
(4,156.2
|
)
|
|
$
|
364.3
|
|
Short-term debt
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||||
Payroll and related taxes
|
0.1
|
|
|
79.9
|
|
|
32.3
|
|
|
—
|
|
|
112.3
|
|
|||||
Accrued customer programs
|
—
|
|
|
65.6
|
|
|
190.9
|
|
|
—
|
|
|
256.5
|
|
|||||
Accrued liabilities
|
11.4
|
|
|
121.8
|
|
|
46.7
|
|
|
(0.5
|
)
|
|
179.4
|
|
|||||
Accrued income taxes
|
—
|
|
|
3.4
|
|
|
14.0
|
|
|
—
|
|
|
17.4
|
|
|||||
Current deferred income taxes
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Current portion of long-term debt
|
140.0
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
141.6
|
|
|||||
Total current liabilities
|
186.7
|
|
|
4,271.4
|
|
|
773.3
|
|
|
(4,156.7
|
)
|
|
1,074.7
|
|
|||||
Long-term debt, less current portion
|
3,084.0
|
|
|
1.9
|
|
|
4.6
|
|
|
—
|
|
|
3,090.5
|
|
|||||
Non-current deferred income taxes
|
—
|
|
|
709.6
|
|
|
34.3
|
|
|
(16.0
|
)
|
|
727.9
|
|
|||||
Other non-current liabilities
|
—
|
|
|
182.6
|
|
|
110.8
|
|
|
—
|
|
|
293.4
|
|
|||||
Intercompany loans payable
|
1,929.0
|
|
|
11,291.5
|
|
|
7,667.8
|
|
|
(20,888.3
|
)
|
|
—
|
|
|||||
Total non-current liabilities
|
5,013.0
|
|
|
12,185.6
|
|
|
7,817.5
|
|
|
(20,904.3
|
)
|
|
4,111.8
|
|
|||||
Total liabilities
|
5,199.7
|
|
|
16,457.0
|
|
|
8,590.8
|
|
|
(25,061.0
|
)
|
|
5,186.5
|
|
|||||
Controlling interest
|
8,693.7
|
|
|
5,240.1
|
|
|
9,131.2
|
|
|
(14,372.1
|
)
|
|
8,692.9
|
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Shareholders’ equity
|
8,693.7
|
|
|
5,240.1
|
|
|
9,132.0
|
|
|
(14,372.1
|
)
|
|
8,693.7
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
13,893.4
|
|
|
$
|
21,697.1
|
|
|
$
|
17,722.8
|
|
|
$
|
(39,433.1
|
)
|
|
$
|
13,880.2
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
519.6
|
|
|
$
|
260.3
|
|
|
$
|
—
|
|
|
$
|
779.9
|
|
Accounts receivable, net
|
409.4
|
|
|
1,515.9
|
|
|
(1,273.4
|
)
|
|
651.9
|
|
||||
Inventories
|
682.9
|
|
|
147.3
|
|
|
(126.3
|
)
|
|
703.9
|
|
||||
Current deferred income taxes
|
39.8
|
|
|
7.3
|
|
|
—
|
|
|
47.1
|
|
||||
Prepaid expenses and other current assets
|
23.7
|
|
|
30.4
|
|
|
—
|
|
|
54.1
|
|
||||
Total current assets
|
1,675.4
|
|
|
1,961.2
|
|
|
(1,399.7
|
)
|
|
2,236.9
|
|
||||
Property and equipment, net
|
468.4
|
|
|
213.0
|
|
|
—
|
|
|
681.4
|
|
||||
Goodwill and other indefinite-lived intangible assets
|
746.5
|
|
|
427.6
|
|
|
—
|
|
|
1,174.1
|
|
||||
Other intangible assets, net
|
938.9
|
|
|
218.7
|
|
|
—
|
|
|
1,157.6
|
|
||||
Non-current deferred income taxes
|
—
|
|
|
20.3
|
|
|
—
|
|
|
20.3
|
|
||||
Other non-current assets
|
56.9
|
|
|
23.7
|
|
|
—
|
|
|
80.6
|
|
||||
Intercompany loans receivable
|
2.2
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
||||
Investments in subsidiaries
|
2,045.1
|
|
|
2,872.8
|
|
|
(4,917.9
|
)
|
|
—
|
|
||||
Total non-current assets
|
4,258.0
|
|
|
3,776.1
|
|
|
(4,920.1
|
)
|
|
3,114.0
|
|
||||
Total assets
|
$
|
5,933.4
|
|
|
$
|
5,737.3
|
|
|
$
|
(6,319.8
|
)
|
|
$
|
5,350.8
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
1,220.8
|
|
|
$
|
560.8
|
|
|
$
|
(1,399.6
|
)
|
|
$
|
382.0
|
|
Short-term debt
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||
Payroll and related taxes
|
55.1
|
|
|
27.0
|
|
|
—
|
|
|
82.1
|
|
||||
Accrued customer programs
|
43.0
|
|
|
88.7
|
|
|
—
|
|
|
131.7
|
|
||||
Accrued liabilities
|
74.0
|
|
|
21.7
|
|
|
—
|
|
|
95.7
|
|
||||
Accrued income taxes
|
7.3
|
|
|
4.3
|
|
|
—
|
|
|
11.6
|
|
||||
Current deferred income taxes
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Current portion of long-term debt
|
41.2
|
|
|
—
|
|
|
—
|
|
|
41.2
|
|
||||
Total current liabilities
|
1,441.4
|
|
|
707.7
|
|
|
(1,399.6
|
)
|
|
749.4
|
|
||||
Long-term debt, less current portion
|
1,923.3
|
|
|
4.6
|
|
|
—
|
|
|
1,927.8
|
|
||||
Non-current deferred income taxes
|
88.2
|
|
|
39.6
|
|
|
—
|
|
|
127.8
|
|
||||
Other non-current liabilities
|
149.1
|
|
|
64.0
|
|
|
—
|
|
|
213.2
|
|
||||
Intercompany loan payable
|
—
|
|
|
2.2
|
|
|
(2.2
|
)
|
|
—
|
|
||||
Total non-current liabilities
|
2,160.6
|
|
|
110.3
|
|
|
(2.2
|
)
|
|
2,268.8
|
|
||||
Total liabilities
|
3,602.0
|
|
|
818.0
|
|
|
(1,401.8
|
)
|
|
3,018.2
|
|
||||
Controlling interest
|
2,331.4
|
|
|
4,918.1
|
|
|
(4,918.1
|
)
|
|
2,331.4
|
|
||||
Non-controlling interest
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||
Shareholders’ equity
|
2,331.4
|
|
|
4,919.3
|
|
|
(4,918.1
|
)
|
|
2,332.6
|
|
||||
Total liabilities and shareholders' equity
|
$
|
5,933.4
|
|
|
$
|
5,737.3
|
|
|
$
|
(6,319.8
|
)
|
|
$
|
5,350.8
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||
|
Perrigo Company plc
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (for) from operating activities
|
$
|
(126.5
|
)
|
|
$
|
385.6
|
|
|
$
|
434.4
|
|
|
$
|
—
|
|
|
$
|
693.5
|
|
Cash Flows (For) From Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions of businesses, net of cash acquired
|
(3,334.0
|
)
|
|
1,728.2
|
|
|
—
|
|
|
—
|
|
|
(1,605.8
|
)
|
|||||
Purchases of securities
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|||||
Proceeds from sales of securities
|
—
|
|
|
2.0
|
|
|
79.4
|
|
|
—
|
|
|
81.4
|
|
|||||
Additions to property and equipment
|
—
|
|
|
(123.4
|
)
|
|
(48.2
|
)
|
|
—
|
|
|
(171.6
|
)
|
|||||
Proceeds from sales of property and equipment
|
—
|
|
|
1.6
|
|
|
4.6
|
|
|
|
|
6.2
|
|
||||||
Intercompany notes issued
|
(1,510.0
|
)
|
|
(1,908.0
|
)
|
|
(692.3
|
)
|
|
4,110.3
|
|
|
—
|
|
|||||
Net cash (for) from investing activities
|
(4,844.0
|
)
|
|
(314.6
|
)
|
|
(656.5
|
)
|
|
4,110.3
|
|
|
(1,704.8
|
)
|
|||||
Cash Flows (For) From Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
(7.2
|
)
|
|||||
Borrowings of short-term debt, net
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Premium on early retirement of debt
|
—
|
|
|
(133.5
|
)
|
|
—
|
|
|
—
|
|
|
(133.5
|
)
|
|||||
Net proceeds from debt issuances
|
3,293.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,293.6
|
|
|||||
Repayments of long-term debt
|
(70.0
|
)
|
|
(1,965.0
|
)
|
|
—
|
|
|
—
|
|
|
(2,035.0
|
)
|
|||||
Deferred financing fees
|
(48.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.8
|
)
|
|||||
Excess tax benefit of stock transactions
|
5.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|||||
Issuance of common stock
|
9.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
|||||
Repurchase of common stock
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|||||
Cash dividends
|
(28.1
|
)
|
|
(18.0
|
)
|
|
—
|
|
|
—
|
|
|
(46.1
|
)
|
|||||
Intercompany notes borrowed
|
2,139.2
|
|
|
1,771.1
|
|
|
200.0
|
|
|
(4,110.3
|
)
|
|
—
|
|
|||||
Net cash from financing activities
|
5,293.9
|
|
|
(345.4
|
)
|
|
189.8
|
|
|
(4,110.3
|
)
|
|
1,028.0
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
2.9
|
|
|
|
|
2.9
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
323.4
|
|
|
(274.4
|
)
|
|
(29.4
|
)
|
|
—
|
|
|
19.6
|
|
|||||
Cash and cash equivalents of continuing operations, beginning of period
|
—
|
|
|
519.6
|
|
|
260.3
|
|
|
—
|
|
|
779.9
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
323.4
|
|
|
$
|
245.2
|
|
|
$
|
230.9
|
|
|
$
|
—
|
|
|
$
|
799.5
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net cash from operating activities
|
$
|
216.1
|
|
|
$
|
337.7
|
|
|
$
|
—
|
|
|
$
|
553.8
|
|
Cash Flows (For) From Investing Activities
|
|
|
|
|
|
|
|
||||||||
Acquisitions of businesses, net of cash acquired
|
(571.5
|
)
|
|
(280.8
|
)
|
|
—
|
|
|
(852.3
|
)
|
||||
Proceeds from sales of securities
|
—
|
|
|
8.6
|
|
|
—
|
|
|
8.6
|
|
||||
Additions to property and equipment
|
(71.3
|
)
|
|
(32.8
|
)
|
|
—
|
|
|
(104.1
|
)
|
||||
Intercompany notes issued
|
6.9
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
||||
Net cash (for) from investing activities
|
(635.9
|
)
|
|
(305.0
|
)
|
|
(6.9
|
)
|
|
(947.8
|
)
|
||||
Cash Flows (For) From Financing Activities
|
|
|
|
|
|
|
|
||||||||
Borrowings of short-term debt, net
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||
Net proceeds from debt issuances
|
636.9
|
|
|
0.3
|
|
|
—
|
|
|
637.3
|
|
||||
Repayments of long-term debt
|
(40.0
|
)
|
|
—
|
|
|
—
|
|
|
(40.0
|
)
|
||||
Deferred financing fees
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
||||
Excess tax benefit of stock transactions
|
15.7
|
|
|
—
|
|
|
—
|
|
|
15.7
|
|
||||
Issuance of common stock
|
10.7
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
||||
Repurchase of common stock
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
||||
Cash dividends
|
(33.0
|
)
|
|
—
|
|
|
—
|
|
|
(33.0
|
)
|
||||
Intercompany notes borrowed
|
—
|
|
|
(6.9
|
)
|
|
6.9
|
|
|
—
|
|
||||
Net cash (for) from financing activities
|
571.9
|
|
|
(1.6
|
)
|
|
6.9
|
|
|
577.2
|
|
||||
Effect of exchange rate changes on cash
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
(5.8
|
)
|
||||
Net increase in cash and cash equivalents
|
152.1
|
|
|
25.3
|
|
|
—
|
|
|
177.4
|
|
||||
Cash and cash equivalents, beginning of period
|
367.5
|
|
|
235.0
|
|
|
—
|
|
|
602.5
|
|
||||
Cash and cash equivalents, end of period
|
$
|
519.6
|
|
|
$
|
260.3
|
|
|
$
|
—
|
|
|
$
|
779.9
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net cash from operating activities
|
$
|
(1,272.7
|
)
|
|
$
|
1,786.1
|
|
|
$
|
—
|
|
|
$
|
513.4
|
|
Cash Flows (For) From Investing Activities
|
|
|
|
|
|
|
|
||||||||
Acquisitions of businesses, net of cash acquired
|
(582.3
|
)
|
|
—
|
|
|
—
|
|
|
(582.3
|
)
|
||||
Additions to property and equipment
|
(81.7
|
)
|
|
(38.5
|
)
|
|
—
|
|
|
(120.2
|
)
|
||||
Proceeds from sale of intangible assets and pipeline development projects
|
7.0
|
|
|
3.5
|
|
|
—
|
|
|
10.5
|
|
||||
Proceeds from sale of business
|
—
|
|
|
8.6
|
|
|
—
|
|
|
8.6
|
|
||||
Acquisitions of assets
|
(0.3
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||
Intercompany notes issued
|
1,604.9
|
|
|
—
|
|
|
(1,604.9
|
)
|
|
—
|
|
||||
Net cash (for) from investing activities
|
947.6
|
|
|
(26.8
|
)
|
|
(1,604.9
|
)
|
|
(684.1
|
)
|
||||
Cash Flows (For) From Financing Activities
|
|
|
|
|
|
|
|
||||||||
Repayments of short-term debt, net
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
||||
Net proceeds from debt issuances
|
1,085.0
|
|
|
4.2
|
|
|
—
|
|
|
1,089.2
|
|
||||
Repayments of long-term debt
|
(610.0
|
)
|
|
—
|
|
|
—
|
|
|
(610.0
|
)
|
||||
Deferred financing fees
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
||||
Excess tax benefit of stock transactions
|
12.9
|
|
|
—
|
|
|
—
|
|
|
12.9
|
|
||||
Issuance of common stock
|
11.6
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
||||
Repurchase of common stock
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
||||
Cash dividends
|
(29.0
|
)
|
|
—
|
|
|
—
|
|
|
(29.0
|
)
|
||||
Intercompany notes borrowed
|
—
|
|
|
(1,604.9
|
)
|
|
1,604.9
|
|
|
—
|
|
||||
Net cash from financing activities
|
457.2
|
|
|
(1,603.4
|
)
|
|
1,604.9
|
|
|
458.7
|
|
||||
Effect of exchange rate changes on cash
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||
Net increase in cash and cash equivalents
|
132.1
|
|
|
160.3
|
|
|
—
|
|
|
292.4
|
|
||||
Cash and cash equivalents, beginning of period
|
235.4
|
|
|
74.7
|
|
|
—
|
|
|
310.1
|
|
||||
Cash and cash equivalents, end of period
|
$
|
367.5
|
|
|
$
|
235.0
|
|
|
$
|
—
|
|
|
$
|
602.5
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
(a)
|
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
|
(b)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
(a)
|
Directors of the Company.
|
(b)
|
Executive Officers of the Company.
|
(c)
|
Audit Committee Financial Expert.
|
(d)
|
Identification and Composition of the Audit Committee.
|
(e)
|
Compliance with Section 16(a) of the Exchange Act.
|
(f)
|
Code of Ethics.
|
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 and Financial Statement Schedules.
|
(a)
|
The following documents are filed or incorporated by reference as part of this Form 10-K:
|
1.
|
All financial statements. See Index to Consolidated Financial Statements.
|
2.
|
Financial Schedules.
|
2.1
|
Purchase Agreement, dated as of January 20, 2011, among Perrigo Company, Paddock Laboratories, Inc., Paddock Properties Limited Partnership, and, solely for the purposes of Section 11.15, certain Guarantors listed on Exhibit A, incorporated by reference from Exhibit 2.1 to Perrigo Company’s Current Report on Form 8-K filed on January 26, 2011 (File No. 000-19725).
|
|
|
2.2
|
Transaction Agreement, dated as of July 28, 2013, among Perrigo Company, Elan Corporation, plc, the Company, Habsont Limited and Leopard Company, incorporated by reference from Annex A to the joint proxy statement/prospectus included in the Company’s Registration Statement on Form S-4/A filed on October 8, 2013 (File No. 333-190859).
|
|
|
2.3
|
Part A of Appendix I to Rule 2.5 Announcement (Conditions to the Implementation of the Scheme and the Acquisition), incorporated by reference from Annex B to the joint proxy statement/prospectus included in the Company’s Registration Statement on Form S-4/A filed on October 8, 2013 (File No. 333-190859).
|
|
|
2.4
|
Expenses Reimbursement Agreement, dated as of July 28, 2013, between Perrigo Company and Elan Corporation, plc, incorporated by reference from Annex C to the joint proxy statement/prospectus included in the Company’s Registration Statement on Form S-4/A filed on October 8, 2013 (File No. 333-190859).
|
|
|
2.5
|
Expenses Reimbursement Agreement, dated as of July 28, 2013, between Perrigo and Elan, incorporated by reference from Exhibit 2.3 to the Registrant's Current Report on Form 8-K filed on July 29, 2013.
|
|
|
2.6
|
Asset Purchase Agreement, dated as of February 5, 2013, by and among Elan Pharma International Limited, Elan Pharmaceuticals, Inc. and Biogen Idec International Holding Ltd, incorporated by reference from Exhibit 4(c)(31) of Elan Corporation, plc’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-13896).
|
|
|
3.1
|
Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited), incorporated by reference from Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed December 19, 2013.
|
|
|
3.2
|
Amended and Restated Memorandum and Articles of Association of Perrigo Company plc (formerly known as Perrigo Company Limited), incorporated by reference from Exhibit 4.2 of the Company’s Registration Statement on Form S-8 filed December 19, 2013.
|
|
|
4.1
|
Indenture dated as of November 8, 2013, among the Company, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee, incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 12, 2013.
|
|
|
4.2
|
First Supplemental Indenture, dated December 18, 2013 to the Indenture dated as of November 8, 2013, among the Company, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee, incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 19, 2013.
|
|
|
4.3
|
Registration Rights Agreement dated as of November 8, 2013, among the Company, the guarantors named therein, Barclays Capital Inc. and HSBC Securities (USA) Inc., acting as representatives of the several initial purchasers named therein, incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 12, 2013.
|
|
|
4.4
|
Registration Rights Agreement, dated as of November 14, 2004, between Perrigo Company and Moshe Arkin, incorporated by reference from Appendix H to Perrigo Company’s Proxy Statement/Prospectus included in Perrigo Company’s Registration Statement on Form S-4 filed on February 11, 2005 (No. 333-121574).
|
|
|
4.5
|
Base Indenture, dated as of May 16, 2013, between Perrigo Company and Wells Fargo Bank, National Association, as trustee, incorporated by reference from Exhibit 4.1 to Perrigo Company's Current Report on Form 8-K filed on May 16, 2013 (File No. 000-19725).
|
|
|
4.6
|
First Supplemental Indenture dated as of May 16, 2013, between Perrigo Company and Wells Fargo Bank, National Association, as trustee, incorporated by reference from Exhibit 4.2 to the Perrigo Company's Current Report on Form 8-K filed on May 16, 2013 (File No. 000-19725).
|
|
|
10.1
|
Debt Bridge Credit Agreement, dated as of July 28, 2013, among the Company, the lenders from time to time party thereto, HSBC Bank USA, N.A., as Syndication Agent, and Barclays Bank plc, as Administrative Agent, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by Perrigo Company on July 29, 2013 (File No. 001-09689).
|
|
|
10.2
|
Cash Bridge Credit Agreement, dated as of July 28, 2013, by and among the Company, the lenders from time to time party thereto, HSBC Bank USA, N.A., as Syndication Agent, and Barclays Bank plc, as Administrative Agent, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by Perrigo Company on July 29, 2013 (File No. 001-09689).
|
|
|
10.3
|
Cash Bridge Credit Agreement, dated as of July 28, 2013 (as amended and restated as of December 17, 2013), by and among the Company, the lenders from time to time party thereto, HSBC Bank USA, N.A., as Syndication Agent, and Barclays Bank plc, as Administrative Agent, incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014.
|
|
|
10.4
|
Term Loan Credit Agreement, dated as of September 6, 2013, by and among Perrigo Company Limited (formerly known as Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent, incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-4/A, filed on October 8, 2013 (File No. 333-190859).
|
|
|
10.5
|
Revolving Credit Agreement, dated as of September 6, 2013, by and among Perrigo Company Limited (formerly known as Blisfont Limited), the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and HSBC Bank USA, N.A., as Syndication Agent, incorporated by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-4/A, filed on October 8, 2013 (File No. 333-190859).
|
|
|
10.6*
|
Annual Incentive Plan, adopted November 4, 2008, incorporated by reference from Perrigo Company’s Proxy Statement for its 2008 Annual Meeting of Shareholders filed on October 1, 2008 (File No. 000-19725).
|
|
|
10.7*
|
2003 Long-Term Incentive Plan, effective October 29, 2003, as amended, incorporated by reference from the Appendix to Perrigo Company’s Proxy Statement for its 2003 Annual Meeting of Shareholders filed on September 26, 2003 (File No. 000-19725).
|
|
|
10.8*
|
Amendment to the 2003 Long-Term Incentive Plan, effective as of October 28, 2005, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Current Report on Form 8-K filed on November 3, 2005 (File No. 000-19725).
|
|
|
10.9*
|
2003 Long-Term Incentive Plan, as amended as of February 7, 2007, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
|
|
|
10.10*
|
2008 Long-Term Incentive Plan, adopted November 4, 2008, incorporated by reference from Exhibit 10(b) to the Registrant’s Quarterly Report on Form 10-Q (No. 000-19725) filed on February 3, 2009.
|
|
|
10.11*
|
2013 Long-Term Incentive Plan, incorporated by reference from Annex J of the Company’s Registration Statement on Form S-4, as amended, filed on October 8, 2013.
|
|
|
10.12*
|
Amendment No. 1 to the 2013 Long-Term Incentive Plan, dated as of January 29, 2014, incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014.
|
|
|
10.13*
|
Nonqualified Deferred Compensation Plan, as amended as of October 10, 2007 and effective January 1, 2007, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Current Report on Form 8-K filed on October 11, 2007 (File No. 000-19725).
|
|
|
10.14*
|
Amendment One, dated December 3, 2009, to the Nonqualified Deferred Compensation Plan (filed herewith).
|
|
|
10.15*
|
Amendment Two, dated as of October 10, 2012, to the Nonqualified Deferred Compensation Plan, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 1, 2013 (File No. 000-19725).
|
|
|
10.16*
|
Amendment Three to the Nonqualified Deferred Compensation Plan, dated as of November 13, 2013, incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014.
|
|
|
10.17*
|
Amendment Four to the Nonqualified Deferred Compensation Plan, dated as of January 31, 2014, incorporated by reference from Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014.
|
|
|
10.18*
|
Forms of Non-Qualified Stock Option Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.49 to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2009 (File No. 000-19725).
|
|
|
10.19*
|
Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 2, 2005 (File No. 000-19725).
|
|
|
10.20*
|
Forms of Non-Qualified Stock Option Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(c) to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 3, 2009 (File No. 000-19725).
|
|
|
10.21*
|
Form of Long-Term Incentive Award Agreement, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Current Report on Form 8-K filed on August 22, 2006 (File No. 000-19725).
|
|
|
10.22*
|
Form of Long-Term Incentive Award Agreement, incorporated by reference from Exhibit 10(a) to Perrigo Company’s Quarterly Report on Form 10-Q filed on February 1, 2007 (File No. 000-19725).
|
|
|
10.23*
|
Form of Long-Term Incentive Award Agreement under Perrigo Company’s 2003 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(d) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
|
|
|
10.24*
|
Form of 2006 Long-Term Incentive Award Agreement, for Approved Section 102 Awards under Perrigo Company’s 2003 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(f) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
|
|
|
10.25*
|
Form of 2006 Long-Term Incentive Award Agreement under Perrigo Company’s 2003 Long-Term Incentive Plan, incorporated by reference from Exhibit 10(g) to Perrigo Company’s Quarterly Report on Form 10-Q filed on May 8, 2007 (File No. 000-19725).
|
|
|
10.26*
|
Forms of Restricted Stock Unit Award Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.50 to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2009 (File No. 000-19725).
|
|
|
10.27*
|
Forms of Restricted Stock Unit Award Agreement pursuant to Perrigo Company’s 2008 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.52 to Perrigo Company's Annual Report on Form 10-K filed on August 16, 2011 (File No. 000-19725).
|
|
|
10.28*
|
Forms of Grant Agreement under the 2013 Long-Term Incentive Plan, incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014.
|
|
|
10.29*
|
Employment Agreement, dated as of September 8, 2006, by and between Perrigo Company and Joseph C. Papa, incorporated by reference from Exhibit 10.1 to Perrigo Company’s Current Report on Form 8-K, filed on September 12, 2006 (File No. 000-19725).
|
|
|
10.30*
|
Employment Agreement, dated as of November 14, 2004, by and between Perrigo Company, Agis Industries (1983) Ltd. and Sharon Kochan, incorporated by reference from Exhibit 10(xx) to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2008 (File No. 000-19725).
|
|
|
10.31*
|
Amendment to Employment Agreement, dated as of March 17, 2005, by and between Perrigo Company, Agis Industries (1983) Ltd. and Sharon Kochan, incorporated by reference from Exhibit 10(yy) to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2008 (File No. 000-19725).
|
|
|
10.32*
|
Addendum to Employment Agreement between Sharon Kochan, Perrigo Company and Agis Industries (1983) Ltd., dated as of July 16, 2007, by and between Perrigo Company and Sharon Kochan, incorporated by reference from Exhibit 10(zz) to Perrigo Company’s Annual Report on Form 10-K filed on August 18, 2008 (File No. 000-19725).
|
|
|
10.33*
|
Form of Perrigo Company plc Director Indemnity Agreement, incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2013.
|
|
|
10.34*
|
Form of Perrigo Company plc Officer Indemnity Agreement, incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 19, 2013.
|
|
|
10.35*
|
Form of Perrigo Company Indemnity Agreement, incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 19, 2013.
|
|
|
10.36
|
Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Elan Corporation, plc, incorporated by reference from Exhibit 4(a)(8) of Elan Corporation, plc’s Annual Report on Form 20-F for the year ended December 31, 2010) (File No. 001-13896).
|
|
|
21
|
Subsidiaries of the Registrant.
|
|
|
23
|
Consent of Ernst & Young LLP.
|
|
|
24
|
Power of Attorney (see signature page).
|
|
|
31
|
Rule 13a-14(a) Certifications.
|
|
|
32
|
Section 1350 Certifications.
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Denotes management contract or compensatory plan or arrangement.
|
(b)
|
Exhibits.
|
(c)
|
Financial Statement Schedules.
|
Description
|
Balance at
Beginning of
Period
|
|
Net Bad Debt
Expenses
|
|
Additions/(Deductions)
(1)
|
|
Balance at
End of
Period
|
||||||||
Year Ended June 30, 2012:
|
|
|
|
|
|
|
|
||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
||||||||
Allowances for doubtful accounts
|
$
|
7.8
|
|
|
$
|
(6.6
|
)
|
|
$
|
1.3
|
|
|
$
|
2.6
|
|
Year Ended June 29, 2013:
|
|
|
|
|
|
|
|
||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
||||||||
Allowances for doubtful accounts
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
2.1
|
|
Year Ended June 28, 2014:
|
|
|
|
|
|
|
|
||||||||
Allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
||||||||
Allowances for doubtful accounts
|
$
|
2.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
1.1
|
|
|
$
|
2.7
|
|
(1)
|
Uncollectible accounts charged off, net of recoveries. Also includes effects of changes in foreign exchange rates.
|
PERRIGO COMPANY PLC
|
|
|
|
By:
|
/s/ Joseph C. Papa
|
|
Joseph C. Papa
|
|
Chairman, President and
Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Joseph C. Papa
|
|
President and Chief Executive Officer
|
Joseph C. Papa
|
|
(Principal Executive Officer and Chairman of the Board)
|
|
|
|
/s/ Judy L. Brown
|
|
Executive Vice President and Chief Financial Officer
|
Judy L. Brown
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
/s/ Laurie Brlas
|
|
Director
|
Laurie Brlas
|
|
|
|
|
|
/s/ Gary M. Cohen
|
|
Director
|
Gary M. Cohen
|
|
|
|
|
|
/s/ Jacqualyn A. Fouse
|
|
Director
|
Jacqualyn A. Fouse
|
|
|
|
|
|
/s/ David T. Gibbons
|
|
Director
|
David T. Gibbons
|
|
|
|
|
|
/s/ Ran Gottfried
|
|
Director
|
Ran Gottfried
|
|
|
|
|
|
/s/ Ellen R. Hoffing
|
|
Director
|
Ellen R. Hoffing
|
|
|
|
|
|
/s/ Michael J. Jandernoa
|
|
Director
|
Michael J. Jandernoa
|
|
|
|
|
|
/s/ Gary K. Kunkle, Jr.
|
|
Director
|
Gary K. Kunkle, Jr.
|
|
|
|
|
|
/s/ Herman Morris, Jr.
|
|
Director
|
Herman Morris, Jr.
|
|
|
|
|
|
/s/ Ben-Zion Zilberfarb
|
|
Director
|
Ben-Zion Zilberfarb
|
|
|
Exhibit
|
|
Document
|
|
|
|
10.14
|
|
Amendment One, dated December 3, 2009, to the Nonqualified Deferred Compensation Plan.
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
23
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31
|
|
Rule 13a-14(a) Certifications.
|
|
|
|
32
|
|
Section 1350 Certifications.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
Name of Subsidiary
|
State/Country of Incorporation
|
Crimagua Limited
|
Ireland
|
Elan Corporation Limited
|
Ireland
|
Elan Finance, plc
|
Ireland
|
Elan Holdings Limited
|
Ireland
|
Elan International Finance Limited
|
Ireland
|
Elan Management Limited
|
Ireland
|
Elan Pharma International Limited
|
Ireland
|
Elan Regulatory Holdings Limited
|
Ireland
|
Elan Science One Limited
|
Ireland
|
Elan Science Three Limited
|
Ireland
|
Elan Science Five Limited
|
Ireland
|
Elan Science Seven Limited
|
Ireland
|
Elan Science Eight Limited
|
Ireland
|
Habsont
|
Ireland
|
The Institute of Biopharmaceutics Limited
|
Ireland
|
Keavy Finance Limited
|
Ireland
|
Orchardbrook Limited
|
Ireland
|
Perrigo Ireland 1 Limited
|
Ireland
|
Perrigo Ireland 2 Limited
|
Ireland
|
Perrigo Ireland 3 Limited
|
Ireland
|
Perrigo Ireland 4 Limited
|
Ireland
|
Perrigo Ireland Management Limited
|
Ireland
|
Speranza Biopharma Limited
|
Ireland
|
Perrigo Company
|
Michigan
|
Perrigo Management Company
|
Michigan
|
L. Perrigo Company
|
Michigan
|
Perrigo Pharmaceuticals Company
|
Michigan
|
Perrigo International Inc.
|
Michigan
|
Perrigo Company of South Carolina Inc.
|
Michigan
|
Perrigo Sales Corporation
|
Michigan
|
Perrigo International Holdings LLC
|
Michigan
|
Perrigo Research and Development Company
|
Michigan
|
Perrigo Sourcing Solutions, Inc.
|
Michigan
|
P2C, Inc.
|
Michigan
|
Sergeant's Pet Care Products, Inc.
|
Michigan
|
Athena Neurosciences, LLC
|
Delaware
|
Elan Pharmaceuticals, LLC
|
Delaware
|
Perrigo New York, Inc.
|
Delaware
|
Perrigo API USA, Inc.
|
Delaware
|
Perrigo International Holdings II, Inc.
|
Delaware
|
Perrigo LLC
|
Delaware
|
Perrigo China Business Trustee, LLC
|
Delaware
|
Perrigo Mexico Investment Holdings LLC
|
Delaware
|
Perrigo Receivables LLC
|
Delaware
|
Pet Logic, LLC
|
Delaware
|
PBM Holdings, LLC
|
Delaware
|
PBM Nutritionals, LLC
|
Delaware
|
PBM Products, LLC
|
Delaware
|
PBM Foods, LLC
|
Delaware
|
PBM International Holdings, LLC
|
Delaware
|
PBM Canada Holdings, LLC
|
Delaware
|
PBM Mexico Holdings, LLC
|
Delaware
|
PBM China Holdings, LLC
|
Delaware
|
Paddock Laboratories, LLC
|
Delaware
|
Perrigo Diabetes Care, LLC
|
Delaware
|
Velcera, Inc.
|
Delaware
|
FidoPharm, Inc.
|
Delaware
|
FidoPharm Brands, LLC
|
Delaware
|
Cobrek Pharmaceuticals, Inc.
|
Delaware
|
Perrigo Company of Tennessee
|
Tennessee
|
Perrigo Florida, Inc.
|
Florida
|
Meridian Animal Health, LLC
|
Nevada
|
Lorado Chem, Inc.
|
Colorado
|
SPC Trademarks, LLC
|
Texas
|
Perrigo Israel Holdings Ltd.
|
Israel
|
Perrigo Israel Pharmaceuticals Ltd.
|
Israel
|
Perrigo API Ltd.
|
Israel
|
Perrigo Israel Opportunities II Ltd.
|
Israel
|
Arginet Investments and Property (2003) Ltd.
|
Israel
|
Perrigo Israel Agencies Ltd
|
Israel
|
Perrigo Israel Enterprises & Investments Ltd.
|
Israel
|
Pharma Clal (1983) Ltd.
|
Israel
|
Perrigo Israel Trading Limited Partnership
|
Israel
|
Dermagis International Ltd.
|
Israel
|
Neca Properties (1996) Ltd.
|
Israel
|
Wrafton Laboratories Limited
|
United Kingdom
|
Perrigo UK Acquisition Limited
|
United Kingdom
|
Perrigo Ventures Limited Partnership
|
United Kingdom
|
Perrigo UK FINCO Limited Partnership
|
United Kingdom
|
Galpharm Healthcare Ltd.
|
United Kingdom
|
Galpharm International Ltd.
|
United Kingdom
|
Kiteacre Ltd.
|
United Kingdom
|
Perrigo Pharma Ltd.
|
United Kingdom
|
Rosemont Holdings Limited
|
United Kingdom
|
Rosemont Group Limited
|
United Kingdom
|
Rosemont Trustee Limited
|
United Kingdom
|
Acacia Biopharma Limited
|
United Kingdom
|
Rosemont Pharmaceuticals Limited
|
United Kingdom
|
Rosemont Pensions Limited
|
United Kingdom
|
Perrigo de Mexico S.A. de C.V.
|
Mexico
|
Quimica y Farmacia S.A. de C.V.
|
Mexico
|
Laboratorios DIBA S.A.
|
Mexico
|
Perrigo Mexico Holdings S.A. de C.V.
|
Mexico
|
PBM Products Mexico S de RL de CV
|
Mexico
|
Servicios PBM S de RL de CV
|
Mexico
|
Sergeant's Pet Care Products Mexico S de RL de CV
|
Mexico
|
Perrigo Australian Holding Company II PTY Limited
|
Australia
|
Orion Laboratories PTY Limited
|
Australia
|
Orion Laboratories NZ Ltd
|
New Zealand
|
Perrigo Laboratories India Private Ltd.
|
India
|
Chemagis India Private Ltd.
|
India
|
Perrigo API India Private Ltd.
|
India
|
SASR Neunundvierzigste Beteiligungsverwaltung GmbH
|
Austria
|
Elan International Services Limited
|
Bermuda
|
Elan International Insurance Limited
|
Bermuda
|
Neuralab Limited
|
Bermuda
|
Perrigo do Brasil LTDA
|
Brazil
|
Clepe Limited
|
Cayman Islands
|
Perrigo Denmark K/S
|
Denmark
|
Elan Europa Finance Sarl
|
Luxembourg
|
Chemagis BV
|
Netherlands
|
Monksland Holdings BV
|
Netherlands
|
Perrigo Netherlands BV
|
Netherlands
|
Perrigo Ireland Holding Co. BV
|
Netherlands
|
Perrigo Israel Holdings II BV
|
Netherlands
|
Perrigo Netherlands FINCO 1 Cooperatief U.A.
|
Netherlands
|
Perrigo Netherlands FINCO 2 BV
|
Netherlands
|
Perrigo Netherlands International Partnership C.V.
|
Netherlands
|
Elan Pharmaceuticals GmbH
|
Switzerland
|
Perrigo Trading (Shanghai) Co. Ltd.
|
China
|
Perrigo China Business Trust
|
China
|
PBM (Guangzhou) Nutritionals Co. Ltd.
|
China
|
American Business Sergeant's Pet Care Product Trade (Shanghai) Co, Ltd.
|
China
|
Perrigo Asia Holding Company Ltd.
|
Mauritius
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Perrigo Company 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 Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
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:
|
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.
|
|
/s/ Joseph C. Papa
|
Joseph C. Papa
|
Chairman, President and
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Perrigo Company 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 Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
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:
|
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.
|
|
/s/ Judy L. Brown
|
Judy L. Brown
|
Executive Vice President and
|
Chief Financial Officer
|
(i)
|
this Annual Report on Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(ii)
|
the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Perrigo Company plc.
|
/s/ Joseph C. Papa
|
|
/s/ Judy L. Brown
|
Joseph C. Papa
|
|
Judy L. Brown
|
Chairman, President and
|
|
Executive Vice President and
|
Chief Executive Officer
|
|
Chief Financial Officer
|