[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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Not Applicable
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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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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
NUMBER
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PART I. FINANCIAL INFORMATION
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Condensed Consolidated Statements of Operations - For the three and nine months ended March 28, 2015 and March 29, 2014
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Condensed Consolidated Statements of Comprehensive Income - For the three and nine months ended March 28, 2015 and March 29, 2014
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Condensed Consolidated Balance Sheets - March 28, 2015 and June 28, 2014
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Condensed Consolidated Statements of Cash Flows - For the nine months ended March 28, 2015 and March 29, 2014
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PART II. OTHER INFORMATION
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Item 1.
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Financial Statements (Unaudited)
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Three Months Ended
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Nine Months Ended
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||||||||||||
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March 28,
2015 |
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March 29,
2014 |
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March 28,
2015 |
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March 29,
2014 |
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Net sales
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$
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1,049.1
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$
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1,004.2
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$
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3,072.3
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$
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2,916.6
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Cost of sales
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670.3
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689.2
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1,988.0
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1,884.7
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Gross profit
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378.8
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315.0
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1,084.3
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1,031.9
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Operating expenses
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Distribution
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14.7
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13.9
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44.0
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41.2
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Research and development
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35.4
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44.7
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125.2
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114.5
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Selling
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48.8
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52.5
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144.0
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150.0
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Administration
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79.6
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81.1
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245.1
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314.2
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Write-off of in-process research and development
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—
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—
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—
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6.0
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Restructuring
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1.1
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19.5
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5.3
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36.5
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Total operating expenses
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179.6
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211.7
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563.6
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662.4
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Operating income
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199.2
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103.3
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520.7
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369.5
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Interest expense, net
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43.3
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26.2
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100.0
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77.3
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Other expense, net
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258.6
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14.4
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320.5
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19.5
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Loss on extinguishment of debt
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—
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—
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9.6
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165.8
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Income (loss) before income taxes
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(102.7
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)
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62.7
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90.6
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106.9
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Income tax expense (benefit)
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(7.8
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)
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14.6
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19.1
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33.5
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Net income (loss)
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$
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(94.9
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)
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$
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48.1
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$
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71.5
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$
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73.4
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Earnings (loss) per share
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Basic earnings (loss) per share
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$
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(0.67
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)
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$
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0.36
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$
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0.52
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$
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0.67
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Diluted earnings (loss) per share
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$
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(0.67
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)
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$
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0.36
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$
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0.52
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$
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0.67
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Weighted average shares outstanding
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Basic
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140.8
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133.7
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137.0
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108.9
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Diluted
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140.8
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134.3
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137.5
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109.4
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Dividends declared per share
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$
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0.125
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$
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0.105
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$
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0.335
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$
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0.285
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Three Months Ended
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Nine Months Ended
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March 28, 2015
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March 29, 2014
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March 28,
2015 |
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March 29,
2014 |
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Net income (loss)
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$
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(94.9
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)
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$
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48.1
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$
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71.5
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$
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73.4
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Other comprehensive income (loss):
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Foreign currency translation adjustments
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(27.9
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6.2
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(152.1
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59.3
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Change in fair value of derivative financial instruments, net of tax
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0.8
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(1.0
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(5.0
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(11.6
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Change in fair value of investment securities, net of tax
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1.2
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10.5
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0.7
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5.7
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Change in post-retirement and pension liability adjustments, net of tax
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(0.4
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—
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(2.2
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(0.1
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Other comprehensive income (loss)
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(26.3
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)
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15.7
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(158.6
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)
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53.3
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Comprehensive income (loss)
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$
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(121.2
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$
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63.8
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$
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(87.1
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$
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126.7
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March 28,
2015 |
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June 28,
2014 |
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Assets
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Current assets
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Cash and cash equivalents
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$
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3,430.4
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$
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799.5
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Investment securities
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21.8
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5.9
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Accounts receivable, net of allowance for doubtful accounts of $1.8 million and $2.7 million, respectively
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881.7
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935.1
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Inventories
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637.0
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631.6
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Current deferred income taxes
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69.9
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62.8
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Prepaid expenses and other current assets
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89.2
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116.0
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Total current assets
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5,130.0
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2,550.9
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Non-current assets
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Property and equipment, net
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769.2
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779.9
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Goodwill and other indefinite-lived intangible assets
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3,467.3
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3,543.8
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Other intangible assets, net
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6,527.8
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6,787.0
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Non-current deferred income taxes
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27.7
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23.6
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Other non-current assets
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260.8
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195.0
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Total non-current assets
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11,052.8
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11,329.3
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Total assets
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$
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16,182.8
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$
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13,880.2
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Liabilities and Shareholders’ Equity
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Current liabilities
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Accounts payable
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$
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323.2
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$
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364.3
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Short-term debt
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3.4
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2.1
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Payroll and related taxes
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85.3
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112.3
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Accrued customer programs
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282.5
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256.5
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Accrued liabilities
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230.2
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179.4
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Accrued income taxes
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4.0
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17.4
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Current deferred income taxes
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—
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1.1
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Current portion of long-term debt
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355.6
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141.6
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Total current liabilities
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1,284.2
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1,074.7
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Non-current liabilities
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Long-term debt, less current portion
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4,367.8
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3,090.5
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Non-current deferred income taxes
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644.6
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727.9
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Other non-current liabilities
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300.5
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293.4
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Total non-current liabilities
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5,312.9
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4,111.8
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Total liabilities
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6,597.1
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5,186.5
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Commitments and Contingencies - Note 12
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Shareholders’ equity
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||||
Controlling interest:
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Preferred shares, $0.0001 par value, 10 million shares authorized
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—
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—
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Ordinary shares, €0.001 par value, 10 billion shares authorized
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7,704.7
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6,678.2
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Accumulated other comprehensive income (loss)
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(19.0
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)
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139.6
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Retained earnings
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1,900.0
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1,875.1
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9,585.7
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8,692.9
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Noncontrolling interest
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—
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0.8
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Total shareholders’ equity
|
9,585.7
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|
|
8,693.7
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Total liabilities and shareholders' equity
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$
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16,182.8
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$
|
13,880.2
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|
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Supplemental Disclosures of Balance Sheet Information
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Preferred shares, issued and outstanding
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—
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|
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—
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Ordinary shares, issued and outstanding
|
140.8
|
|
|
133.8
|
|
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Nine Months Ended
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||||||
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March 28, 2015
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March 29, 2014
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||||
Cash Flows From (For) Operating Activities
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|
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|
||||
Net income
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$
|
71.5
|
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$
|
73.4
|
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Adjustments to derive cash flows
|
|
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||||
Depreciation and amortization
|
381.5
|
|
|
237.6
|
|
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Loss on acquisition-related foreign currency derivatives
|
324.5
|
|
|
—
|
|
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Share-based compensation
|
23.7
|
|
|
18.5
|
|
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Loss on extinguishment of debt
|
9.6
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|
|
165.8
|
|
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Non-cash restructuring charges
|
5.3
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|
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17.6
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Loss on sales of investments
|
—
|
|
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12.7
|
|
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Excess tax benefit of stock transactions
|
(2.5
|
)
|
|
(6.4
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)
|
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Deferred income taxes
|
(84.5
|
)
|
|
(27.1
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)
|
||
Other non-cash adjustments
|
7.1
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|
|
5.0
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Subtotal
|
736.2
|
|
|
497.1
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|
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Increase (decrease) in cash due to:
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|
||||
Accounts receivable
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34.9
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|
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(90.0
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)
|
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Inventories
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(15.7
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)
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19.7
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|
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Accounts payable
|
(28.8
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)
|
|
(52.4
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)
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Payroll and related taxes
|
(27.4
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)
|
|
(40.3
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)
|
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Accrued customer programs
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24.0
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|
|
82.6
|
|
||
Accrued liabilities
|
49.6
|
|
|
8.8
|
|
||
Accrued income taxes
|
(18.8
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)
|
|
(21.3
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)
|
||
Other
|
(18.4
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)
|
|
(3.4
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)
|
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Subtotal
|
(0.6
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)
|
|
(96.3
|
)
|
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Net cash from (for) operating activities
|
735.6
|
|
|
400.8
|
|
||
Cash Flows From (For) Investing Activities
|
|
|
|
||||
Acquisitions of businesses, net of cash acquired
|
(87.0
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)
|
|
(1,598.3
|
)
|
||
Purchase of securities
|
—
|
|
|
(15.0
|
)
|
||
Proceeds from sales of securities
|
—
|
|
|
81.4
|
|
||
Additions to property and equipment
|
(79.8
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)
|
|
(120.0
|
)
|
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Settlement of acquisition-related foreign currency derivatives
|
(324.5
|
)
|
|
—
|
|
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Other investing
|
0.8
|
|
|
6.2
|
|
||
Net cash from (for) investing activities
|
(490.5
|
)
|
|
(1,645.7
|
)
|
||
Cash Flows From (For) Financing Activities
|
|
|
|
||||
Issuances of debt
|
2,504.3
|
|
|
3,293.6
|
|
||
Debt repayments
|
(948.2
|
)
|
|
(2,000.0
|
)
|
||
Deferred financing fees
|
(28.1
|
)
|
|
(48.8
|
)
|
||
Premium on early debt retirement
|
—
|
|
|
(133.5
|
)
|
||
Issuance of ordinary shares
|
1,040.6
|
|
|
8.9
|
|
||
Equity issuance costs
|
(35.7
|
)
|
|
—
|
|
||
Excess tax benefit of stock transactions
|
2.5
|
|
|
6.4
|
|
||
Repurchase of ordinary shares
|
(7.7
|
)
|
|
(7.5
|
)
|
||
Cash dividends
|
(46.5
|
)
|
|
(32.0
|
)
|
||
Purchase of noncontrolling interest
|
—
|
|
|
(7.2
|
)
|
||
Other financing
|
(3.7
|
)
|
|
(5.0
|
)
|
||
Net cash from (for) financing activities
|
2,477.5
|
|
|
1,074.9
|
|
||
Effect of exchange rate changes on cash
|
(91.7
|
)
|
|
(0.5
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
2,630.9
|
|
|
(170.5
|
)
|
||
Cash and cash equivalents, beginning of period
|
799.5
|
|
|
779.9
|
|
||
Cash and cash equivalents, end of period
|
$
|
3,430.4
|
|
|
$
|
609.4
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid/received during the period for:
|
|
|
|
||||
Interest paid
|
$
|
62.1
|
|
|
$
|
54.7
|
|
Interest received
|
$
|
0.6
|
|
|
$
|
2.1
|
|
Income taxes paid
|
$
|
113.0
|
|
|
$
|
83.3
|
|
Income taxes refunded
|
$
|
9.1
|
|
|
$
|
3.6
|
|
•
|
Consumer Healthcare
will include the legacy Consumer Healthcare business and the legacy Nutritionals (Infant nutrition and VMS) business to create one consumer facing segment. This segment will also include the legacy Israel Pharmaceuticals and Diagnostics business, previously reported in the “Other” category.
|
•
|
Branded Consumer Healthcare
will comprise the newly acquired Omega business.
|
•
|
Rx Pharmaceuticals
will continue to comprise the legacy Rx Pharmaceuticals business.
|
•
|
Specialty Sciences
will continue to comprise royalties from Tysabri
®
.
|
•
|
Other
will comprise the legacy Active Pharmaceutical Ingredients ("API") business.
|
|
Lumara
|
||
Total purchase consideration
|
$
|
83.0
|
|
|
|
||
Assets acquired:
|
|
||
Accounts receivable, net
|
2.9
|
|
|
Inventories
|
1.5
|
|
|
Prepaid expenses and other current assets
|
0.4
|
|
|
Property and equipment, net
|
0.1
|
|
|
Intangible assets - formulations
|
82.0
|
|
|
Total assets
|
86.9
|
|
|
Liabilities assumed:
|
|
||
Accrued liabilities
|
3.9
|
|
|
Net assets acquired
|
$
|
83.0
|
|
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
|
|
$
|
108.9
|
|
Interest expense, net
|
|
10.0
|
|
|
Other expense, net
|
|
0.2
|
|
|
Loss on extinguishment of debt
|
|
165.8
|
|
|
Total acquisition-related costs
|
|
$
|
284.9
|
|
•
|
Tysabri
®
: The Company is entitled to royalty payments from Biogen Idec Inc. ("Biogen") based on its Tysabri
®
sales in all indications and geographies. The royalty was
12%
for the 12-month period ended May 1, 2014. Subsequent to May 1, 2014, the Company is entitled to
18%
royalty payments on annual sales up to
$2.0 billion
and
25%
royalty payments on annual sales above
$2.0 billion
. The asset's value is
$5.8 billion
, which is being amortized over a useful life of
20
years.
|
•
|
Prialt: The Company is also entitled to royalty payments based on Prialt sales. The royalty rates range from
7%
to
17.5%
based on specific levels of annual U.S. sales. The asset's value is
$11.0 million
, which is being amortized over a useful life of
10
years.
|
Segment
|
|
Goodwill
|
||
Consumer Healthcare
|
|
$
|
1,110.0
|
|
Rx Pharmaceuticals
|
|
845.1
|
|
|
Nutritionals
|
|
177.4
|
|
|
Specialty Sciences
|
|
200.6
|
|
|
Total
|
|
$
|
2,333.1
|
|
|
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
|
|
|
—
|
|
|
2,333.1
|
|
|||
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
|
|
|
10,225.3
|
|
|||
Liabilities assumed:
|
|
|
|
|
|
||||||
Accounts payable
|
—
|
|
|
—
|
|
|
2.0
|
|
|||
Accrued liabilities
|
—
|
|
|
—
|
|
|
120.8
|
|
|||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
631.8
|
|
|||
Other non-current liabilities
|
—
|
|
|
—
|
|
|
18.8
|
|
|||
Total liabilities
|
—
|
|
|
—
|
|
|
773.4
|
|
|||
Net assets acquired
|
$
|
53.7
|
|
|
$
|
18.1
|
|
|
$
|
9,451.9
|
|
Reporting Segments:
|
|
Balance at June 28, 2014
|
|
Purchase accounting adjustments
|
|
Currency translation adjustment
|
|
Balance at March 28, 2015
|
||||||||
Consumer Healthcare
|
|
$
|
1,406.3
|
|
|
$
|
(6.2
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
1,387.4
|
|
Nutritionals
|
|
510.1
|
|
|
(1.0
|
)
|
|
—
|
|
|
509.1
|
|
||||
Rx Pharmaceuticals
|
|
1,258.3
|
|
|
(4.7
|
)
|
|
(31.4
|
)
|
|
1,222.2
|
|
||||
API
|
|
97.6
|
|
|
—
|
|
|
(13.1
|
)
|
|
84.5
|
|
||||
Specialty Sciences
|
|
201.8
|
|
|
(1.1
|
)
|
|
—
|
|
|
200.7
|
|
||||
Total goodwill
|
|
$
|
3,474.1
|
|
|
$
|
(13.0
|
)
|
|
$
|
(57.2
|
)
|
|
$
|
3,403.9
|
|
|
March 28, 2015
|
|
June 28, 2014
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
Amortizable intangibles
:
|
|
|
|
|
|
|
|
||||||||
Distribution and license agreements
|
$
|
6,029.4
|
|
|
$
|
424.3
|
|
|
$
|
6,027.3
|
|
|
$
|
192.1
|
|
Developed product technology/formulation and product rights
|
977.2
|
|
|
352.4
|
|
|
931.7
|
|
|
302.5
|
|
||||
Customer relationships
|
364.9
|
|
|
111.1
|
|
|
372.0
|
|
|
97.5
|
|
||||
Trade names and trademarks
|
47.1
|
|
|
11.1
|
|
|
47.8
|
|
|
5.6
|
|
||||
Non-compete agreements
|
14.6
|
|
|
6.5
|
|
|
15.3
|
|
|
9.4
|
|
||||
Total
|
$
|
7,433.2
|
|
|
$
|
905.4
|
|
|
$
|
7,394.1
|
|
|
$
|
607.1
|
|
Non-amortizable intangibles
:
|
|
|
|
|
|
|
|
||||||||
Trade names and trademarks
|
$
|
56.4
|
|
|
$
|
—
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
In-process research and development
|
7.0
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
||||
Total
|
63.4
|
|
|
—
|
|
|
69.7
|
|
|
—
|
|
||||
Total other intangible assets
|
$
|
7,496.6
|
|
|
$
|
905.4
|
|
|
$
|
7,463.8
|
|
|
$
|
607.1
|
|
|
March 28,
2015 |
|
June 28,
2014 |
||||
Finished goods
|
$
|
316.0
|
|
|
$
|
307.0
|
|
Work in process
|
150.2
|
|
|
146.7
|
|
||
Raw materials
|
170.8
|
|
|
177.9
|
|
||
Total inventories
|
$
|
637.0
|
|
|
$
|
631.6
|
|
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.
|
|
March 28, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
$
|
21.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21.8
|
|
Foreign currency forward contracts
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
||||
Funds associated with Israeli post employment benefits
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
||||
Total assets
|
$
|
21.8
|
|
|
$
|
21.5
|
|
|
$
|
—
|
|
|
$
|
43.3
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.4
|
|
|
$
|
12.4
|
|
Interest rate swap agreements
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
8.1
|
|
|
—
|
|
|
8.1
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
13.1
|
|
|
$
|
12.4
|
|
|
$
|
25.5
|
|
|
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 assets
|
$
|
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 liabilities
|
$
|
—
|
|
|
$
|
9.1
|
|
|
$
|
17.4
|
|
|
$
|
26.5
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||
Contingent Consideration
|
|
|
|
|
|
|
|
||||||||
Beginning balance:
|
$
|
12.4
|
|
|
$
|
17.3
|
|
|
$
|
17.4
|
|
|
$
|
22.2
|
|
Net realized losses
|
—
|
|
|
5.7
|
|
|
—
|
|
|
0.8
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
||||
Ending balance:
|
$
|
12.4
|
|
|
$
|
23.0
|
|
|
$
|
12.4
|
|
|
$
|
23.0
|
|
|
March 28, 2015
|
|
June 28, 2014
|
||||
Equity securities, at cost less impairments
|
$
|
17.1
|
|
|
$
|
17.1
|
|
Gross unrealized gains
|
4.9
|
|
|
3.8
|
|
||
Gross unrealized losses
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Estimated fair value of equity securities
|
$
|
21.8
|
|
|
$
|
20.7
|
|
|
Asset Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
||||||
|
|
|
March 28, 2015
|
|
June 28, 2014
|
||||
Designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
3.1
|
|
|
$
|
2.8
|
|
Total designated derivatives
|
|
|
$
|
3.1
|
|
|
$
|
2.8
|
|
Non-designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
1.8
|
|
|
$
|
0.3
|
|
Total non-designated derivatives
|
|
|
$
|
1.8
|
|
|
$
|
0.3
|
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
||||||
|
|
|
March 28, 2015
|
|
June 28, 2014
|
||||
Designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued liabilities
|
|
$
|
2.0
|
|
|
$
|
0.7
|
|
Interest rate swap agreements
|
Other non-current liabilities
|
|
5.0
|
|
|
8.3
|
|
||
Total designated derivatives
|
|
|
$
|
7.0
|
|
|
$
|
9.0
|
|
Non-designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued liabilities
|
|
$
|
6.1
|
|
|
$
|
0.1
|
|
Total non-designated derivatives
|
|
|
$
|
6.1
|
|
|
$
|
0.1
|
|
|
|
Amount of Gain/(Loss) Recorded in OCI
(Effective Portion) |
||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Designated Cash Flow Hedges
|
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||
Treasury locks
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.7
|
)
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
2.0
|
|
|
(2.1
|
)
|
|
3.9
|
|
|
9.0
|
|
||||
Foreign currency forward contracts
|
|
(3.8
|
)
|
|
1.0
|
|
|
(10.4
|
)
|
|
6.6
|
|
||||
|
|
$
|
(1.8
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(9.2
|
)
|
|
$
|
15.6
|
|
Designated Cash Flow Hedges
|
|
Income Statement Location
|
|
Amount of Gain/(Loss) Reclassified from AOCI to Income
(Effective Portion) |
||||||||||||||
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||
Treasury locks
|
|
Interest expense, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Interest rate swap agreements
|
|
Interest expense, net
|
|
0.8
|
|
|
0.9
|
|
|
2.7
|
|
|
3.0
|
|
||||
Foreign currency forward contracts
|
|
Net sales
|
|
(0.1
|
)
|
|
0.8
|
|
|
—
|
|
|
2.0
|
|
||||
|
|
Cost of sales
|
|
(2.8
|
)
|
|
2.7
|
|
|
(2.4
|
)
|
|
5.5
|
|
||||
|
|
Interest expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
|
|
Other expense, net
|
|
(0.4
|
)
|
|
0.2
|
|
|
(4.3
|
)
|
|
1.9
|
|
||||
|
|
|
|
$
|
(2.5
|
)
|
|
$
|
4.6
|
|
|
$
|
(4.0
|
)
|
|
$
|
12.7
|
|
Designated Cash Flow Hedges
|
|
Income Statement Location
|
|
Amount of Gain/(Loss) Recognized in Income
(Ineffective Portion) |
||||||||||||||
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||
Treasury locks
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
2.3
|
|
Interest rate swap agreements
|
|
Other expense, net
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(5.4
|
)
|
||||
Foreign currency forward contracts
|
|
Net sales
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||
|
|
Cost of sales
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
||||
Total
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
(3.3
|
)
|
Designated Fair Value Hedges
|
|
Income Statement Location
|
|
Amount of Gain/(Loss) Recognized in Income
|
||||||||||||||
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||
Interest rate swap agreements
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Fixed-rate debt
|
|
Other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||
Net hedge
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
Non-Designated Derivatives
|
|
Income Statement Location
|
|
Amount of Gain/(Loss) Recognized in Income
|
||||||||||||||
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
|
March 28, 2015
|
|
March 29, 2014
|
|
March 28, 2015
|
|
March 29, 2014
|
||||||||
Foreign currency forward contracts
|
|
Other expense, net
|
|
$
|
(255.7
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(300.6
|
)
|
|
$
|
(0.4
|
)
|
|
|
Interest expense, net
|
|
(2.5
|
)
|
|
(0.1
|
)
|
|
(2.4
|
)
|
|
0.1
|
|
||||
Foreign exchange option contracts
|
|
Other expense, net
|
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
|
—
|
|
||||
Total
|
|
|
|
$
|
(258.2
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(329.4
|
)
|
|
$
|
(0.3
|
)
|
|
March 28,
2015 |
|
June 28,
2014 |
||||
Short term debt
|
$
|
3.4
|
|
|
$
|
2.1
|
|
Term loans
|
|
|
|
||||
2014 Term Loan due December 18, 2015
|
300.0
|
|
|
—
|
|
||
2014 Euro-Denominated Term Loan due December 5, 2019
|
530.9
|
|
|
—
|
|
||
2013 Term Loan due December 18, 2015
|
—
|
|
|
300.0
|
|
||
2013 Term Loan due December 18, 2018
|
—
|
|
|
630.0
|
|
||
|
830.9
|
|
|
930.0
|
|
||
Senior notes
|
|
|
|
||||
3.50% Unsecured Senior Notes due December 15, 2021, including unamortized discount of $0.3 million
(1)
|
499.7
|
|
|
—
|
|
||
3.90% Unsecured Senior Notes due December 15, 2024, including unamortized discount of $2.8 million
(1)
|
697.2
|
|
|
—
|
|
||
4.90% Unsecured Senior Notes due December 15, 2044, including unamortized discount of $1.2 million
(1)
|
398.8
|
|
|
—
|
|
||
1.30% Unsecured Senior Notes due November 8, 2016, including unamortized discount of $0.3 million
(2)
|
499.7
|
|
|
499.6
|
|
||
2.30% Unsecured Senior Notes due November 8, 2018, including unamortized discount of $0.6 million
(2)
|
599.4
|
|
|
599.3
|
|
||
4.00% Unsecured Senior Notes due November 15, 2023, including unamortized discount of $3.0 million
(2)
|
797.0
|
|
|
796.8
|
|
||
5.30% Unsecured Senior Notes due November 15, 2043, including unamortized discount of $1.6 million
(2)
|
398.4
|
|
|
398.3
|
|
||
|
3,890.2
|
|
|
2,294.0
|
|
||
Other financing
|
2.3
|
|
|
8.1
|
|
||
Total borrowings outstanding
|
4,726.8
|
|
|
3,234.2
|
|
||
Less short-term debt and current portion of long-term debt
|
(359.0
|
)
|
|
(143.7
|
)
|
||
Total long-term debt, less current portion
|
$
|
4,367.8
|
|
|
$
|
3,090.5
|
|
Make-whole payments
|
|
$
|
133.5
|
|
Write-off of financing fees on Bridge Credit Agreements
|
|
19.0
|
|
|
Write-off of deferred financing fees
|
|
10.5
|
|
|
Write-off of unamortized discount
|
|
2.8
|
|
|
Total loss on extinguishment of debt
|
|
$
|
165.8
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(94.9
|
)
|
|
$
|
48.1
|
|
|
$
|
71.5
|
|
|
$
|
73.4
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding for basic EPS
|
140.8
|
|
|
133.7
|
|
|
137.0
|
|
|
108.9
|
|
||||
Dilutive effect of share-based awards
|
—
|
|
|
0.6
|
|
|
0.5
|
|
|
0.5
|
|
||||
Weighted average shares outstanding for diluted EPS
|
140.8
|
|
|
134.3
|
|
|
137.5
|
|
|
109.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive share-based awards excluded from computation of diluted EPS
|
0.7
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
Foreign
currency translation adjustments |
|
Fair value
of derivative
financial
instruments,
net of tax
|
|
Fair value of
investment securities, net of tax |
|
Post-
retirement and pension liability adjustments, net of tax |
|
Total AOCI
|
||||||||||
Balance at June 28, 2014
|
$
|
164.4
|
|
|
$
|
(16.1
|
)
|
|
$
|
2.4
|
|
|
$
|
(11.1
|
)
|
|
$
|
139.6
|
|
OCI before reclassifications
|
(152.1
|
)
|
|
(8.2
|
)
|
|
0.7
|
|
|
(2.2
|
)
|
|
(161.8
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|||||
Other comprehensive income
|
(152.1
|
)
|
|
(5.0
|
)
|
|
0.7
|
|
|
(2.2
|
)
|
|
(158.6
|
)
|
|||||
Balance at March 28, 2015
|
$
|
12.3
|
|
|
$
|
(21.1
|
)
|
|
$
|
3.1
|
|
|
$
|
(13.3
|
)
|
|
$
|
(19.0
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28,
2015 |
|
March 29,
2014 |
|
March 28,
2015 |
|
March 29,
2014 |
||||||||
Beginning balance
|
$
|
3.2
|
|
|
$
|
14.3
|
|
|
$
|
16.4
|
|
|
$
|
2.9
|
|
Additional charges
|
1.1
|
|
|
19.5
|
|
|
5.3
|
|
|
36.5
|
|
||||
Payments
|
(0.7
|
)
|
|
(17.0
|
)
|
|
(16.7
|
)
|
|
(22.6
|
)
|
||||
Non-cash adjustments
|
—
|
|
|
(4.1
|
)
|
|
(1.4
|
)
|
|
(4.1
|
)
|
||||
Ending balance
|
$
|
3.6
|
|
|
$
|
12.7
|
|
|
$
|
3.6
|
|
|
$
|
12.7
|
|
|
Three Months Ended
|
|
Balance at March 28, 2015
|
||||||||||||
|
March 28, 2015
|
|
|||||||||||||
|
Net Sales
|
|
Operating Income (Loss)
|
|
Amortization of Intangibles
|
|
Total Assets
|
||||||||
Consumer Healthcare
|
$
|
537.3
|
|
|
$
|
91.8
|
|
|
$
|
8.6
|
|
|
$
|
6,143.3
|
|
Nutritionals
|
129.9
|
|
|
11.2
|
|
|
7.2
|
|
|
1,037.8
|
|
||||
Rx Pharmaceuticals
|
251.6
|
|
|
100.0
|
|
|
18.3
|
|
|
2,605.9
|
|
||||
API
|
30.7
|
|
|
10.5
|
|
|
0.5
|
|
|
252.2
|
|
||||
Specialty Sciences
|
81.9
|
|
|
5.5
|
|
|
72.8
|
|
|
6,055.8
|
|
||||
Other
|
17.7
|
|
|
1.3
|
|
|
0.4
|
|
|
87.8
|
|
||||
Unallocated expenses
|
—
|
|
|
(21.1
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,049.1
|
|
|
$
|
199.2
|
|
|
$
|
107.8
|
|
|
$
|
16,182.8
|
|
|
Three Months Ended
(1)
|
Balance at March 29, 2014
|
|||||||||||||
|
March 29, 2014
|
||||||||||||||
|
Net Sales
|
|
Operating Income (Loss)
|
|
Amortization of Intangibles
|
|
Total Assets
|
||||||||
Consumer Healthcare
|
$
|
537.3
|
|
|
$
|
84.4
|
|
|
$
|
5.3
|
|
|
$
|
2,555.2
|
|
Nutritionals
|
137.8
|
|
|
7.3
|
|
|
7.3
|
|
|
1,011.5
|
|
||||
Rx Pharmaceuticals
|
223.4
|
|
|
77.0
|
|
|
17.5
|
|
|
1,985.4
|
|
||||
API
|
32.0
|
|
|
6.8
|
|
|
0.5
|
|
|
286.8
|
|
||||
Specialty Sciences
|
53.4
|
|
|
(54.5
|
)
|
|
76.4
|
|
|
7,799.5
|
|
||||
Other
|
20.2
|
|
|
0.8
|
|
|
0.4
|
|
|
104.4
|
|
||||
Unallocated expenses
|
—
|
|
|
(18.5
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,004.2
|
|
|
$
|
103.3
|
|
|
$
|
107.4
|
|
|
$
|
13,742.8
|
|
|
Nine Months Ended
|
||||||||||
|
March 28, 2015
|
||||||||||
|
Net Sales
|
|
Operating Income (Loss)
|
|
Amortization of Intangibles
|
||||||
Consumer Healthcare
|
$
|
1,560.2
|
|
|
$
|
232.0
|
|
|
$
|
26.0
|
|
Nutritionals
|
385.7
|
|
|
26.9
|
|
|
21.6
|
|
|||
Rx Pharmaceuticals
|
722.8
|
|
|
274.4
|
|
|
53.3
|
|
|||
API
|
85.5
|
|
|
24.9
|
|
|
1.5
|
|
|||
Specialty Sciences
|
260.4
|
|
|
29.8
|
|
|
218.4
|
|
|||
Other
|
57.7
|
|
|
3.4
|
|
|
1.1
|
|
|||
Unallocated expenses
|
—
|
|
|
(70.7
|
)
|
|
—
|
|
|||
Total
|
$
|
3,072.3
|
|
|
$
|
520.7
|
|
|
$
|
321.9
|
|
|
Nine Months Ended
(1)
|
||||||||||
|
March 29, 2014
|
||||||||||
|
Net Sales
|
|
Operating Income (Loss)
|
|
Amortization of Intangibles
|
||||||
Consumer Healthcare
|
$
|
1,612.1
|
|
|
$
|
263.8
|
|
|
$
|
15.9
|
|
Nutritionals
|
406.6
|
|
|
28.3
|
|
|
22.1
|
|
|||
Rx Pharmaceuticals
|
673.6
|
|
|
260.5
|
|
|
55.2
|
|
|||
API
|
105.2
|
|
|
37.4
|
|
|
1.6
|
|
|||
Specialty Sciences
(2)
|
60.8
|
|
|
(73.5
|
)
|
|
85.0
|
|
|||
Other
|
58.3
|
|
|
2.6
|
|
|
1.3
|
|
|||
Unallocated expenses
|
—
|
|
|
(149.7
|
)
|
|
—
|
|
|||
Total
|
$
|
2,916.6
|
|
|
$
|
369.5
|
|
|
$
|
181.1
|
|
i.
|
Senior notes:
$146.3 million
(1)
of
5.1045%
senior notes due
2023
and
$20.0 million
of
6.19%
senior notes due
2016
;
|
ii.
|
Retail bonds:
$325.0 million
(1)
of
5.125%
retail bonds due
2017
,
$195.0 million
(1)
of
4.500%
retail bonds due
2017
, and
$130.0 million
(1)
of
5.000%
retail bonds due
2019
;
|
iii.
|
Revolving credit facility with
$541.7 million
(1)
outstanding; and
|
iv.
|
Certain overdraft facilities totaling
$54.2 million
(1)
.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
Line item
|
|
March 28, 2015
|
||||||
Administration
|
|
$
|
2.0
|
|
|
$
|
13.6
|
|
Interest expense, net
|
|
18.7
|
|
|
23.7
|
|
||
Other expense, net
|
|
258.2
|
|
|
323.9
|
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
9.6
|
|
||
Total Acquisition-related costs
|
|
$
|
278.9
|
|
|
$
|
370.8
|
|
Item 2.
|
|
•
|
The Consumer Healthcare ("CHC") segment is the world’s largest store brand marketer and manufacturer of 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 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
|
•
|
The Rx Pharmaceuticals segment develops, manufactures and markets a portfolio of 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 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 on December 18, 2013, 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
®
).
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
|
|||||||||
Net sales
|
$
|
1,049.1
|
|
|
$
|
1,004.2
|
|
|
$
|
44.9
|
|
|
4
|
%
|
Gross profit
|
$
|
378.8
|
|
|
$
|
315.0
|
|
|
$
|
63.8
|
|
|
20
|
%
|
Gross profit %
|
36.1
|
%
|
|
31.4
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
179.6
|
|
|
$
|
211.7
|
|
|
$
|
(32.1
|
)
|
|
(15
|
)%
|
Operating expenses %
|
17.1
|
%
|
|
21.1
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
199.2
|
|
|
$
|
103.3
|
|
|
$
|
95.9
|
|
|
93
|
%
|
Operating income %
|
19.0
|
%
|
|
10.3
|
%
|
|
|
|
|
|||||
Interest and other, net
|
$
|
301.9
|
|
|
$
|
40.6
|
|
|
$
|
261.3
|
|
|
644
|
%
|
Income tax expense (benefit)
|
$
|
(7.8
|
)
|
|
$
|
14.6
|
|
|
$
|
(22.4
|
)
|
|
153
|
%
|
Net income (loss)
|
$
|
(94.9
|
)
|
|
$
|
48.1
|
|
|
$
|
(143.0
|
)
|
|
297
|
%
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
|
|||||||||
Net sales
|
$
|
3,072.3
|
|
|
$
|
2,916.6
|
|
|
$
|
155.7
|
|
|
5
|
%
|
Gross profit
|
$
|
1,084.3
|
|
|
$
|
1,031.9
|
|
|
$
|
52.4
|
|
|
5
|
%
|
Gross profit %
|
35.3
|
%
|
|
35.4
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
563.6
|
|
|
$
|
662.4
|
|
|
$
|
(98.8
|
)
|
|
(15
|
)%
|
Operating expenses %
|
18.3
|
%
|
|
22.7
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
520.7
|
|
|
$
|
369.5
|
|
|
$
|
151.2
|
|
|
41
|
%
|
Operating income %
|
16.9
|
%
|
|
12.7
|
%
|
|
|
|
|
|||||
Interest and other, net
|
$
|
430.1
|
|
|
$
|
262.6
|
|
|
$
|
167.5
|
|
|
64
|
%
|
Income tax expense (benefit)
|
$
|
19.1
|
|
|
$
|
33.5
|
|
|
$
|
(14.4
|
)
|
|
(43
|
)%
|
Net income (loss)
|
$
|
71.5
|
|
|
$
|
73.4
|
|
|
$
|
(1.9
|
)
|
|
(3
|
)%
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
537.3
|
|
|
$
|
537.3
|
|
|
$
|
—
|
|
|
—
|
%
|
Gross profit
|
$
|
170.8
|
|
|
$
|
169.0
|
|
|
$
|
1.8
|
|
|
1
|
%
|
Gross profit %
|
31.8
|
%
|
|
31.5
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
78.9
|
|
|
$
|
84.6
|
|
|
$
|
(5.7
|
)
|
|
(7
|
)%
|
Operating expenses %
|
14.7
|
%
|
|
15.8
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
91.8
|
|
|
$
|
84.4
|
|
|
$
|
7.4
|
|
|
9
|
%
|
Operating income %
|
17.1
|
%
|
|
15.7
|
%
|
|
|
|
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
1,560.2
|
|
|
$
|
1,612.1
|
|
|
$
|
(51.9
|
)
|
|
(3
|
)%
|
Gross profit
|
$
|
492.4
|
|
|
$
|
517.7
|
|
|
$
|
(25.3
|
)
|
|
(5
|
)%
|
Gross profit %
|
31.6
|
%
|
|
32.1
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
260.4
|
|
|
$
|
253.9
|
|
|
$
|
6.5
|
|
|
3
|
%
|
Operating expenses %
|
16.7
|
%
|
|
15.7
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
232.0
|
|
|
$
|
263.8
|
|
|
$
|
(31.8
|
)
|
|
(12
|
)%
|
Operating income %
|
14.9
|
%
|
|
16.4
|
%
|
|
|
|
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
129.9
|
|
|
$
|
137.8
|
|
|
$
|
(7.9
|
)
|
|
(6
|
)%
|
Gross profit
|
$
|
35.3
|
|
|
$
|
35.2
|
|
|
$
|
0.1
|
|
|
—
|
%
|
Gross profit %
|
27.2
|
%
|
|
25.6
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
24.1
|
|
|
$
|
27.9
|
|
|
$
|
(3.8
|
)
|
|
(14
|
)%
|
Operating expenses %
|
18.5
|
%
|
|
20.3
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
11.2
|
|
|
$
|
7.3
|
|
|
$
|
3.9
|
|
|
53
|
%
|
Operating income %
|
8.6
|
%
|
|
5.3
|
%
|
|
|
|
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
385.7
|
|
|
$
|
406.6
|
|
|
$
|
(20.9
|
)
|
|
(5
|
)%
|
Gross profit
|
$
|
100.6
|
|
|
$
|
104.8
|
|
|
$
|
(4.2
|
)
|
|
(4
|
)%
|
Gross profit %
|
26.1
|
%
|
|
25.8
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
73.6
|
|
|
$
|
76.5
|
|
|
$
|
(2.9
|
)
|
|
(4
|
)%
|
Operating expenses %
|
19.1
|
%
|
|
18.8
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
26.9
|
|
|
$
|
28.3
|
|
|
$
|
(1.4
|
)
|
|
(5
|
)%
|
Operating income %
|
7.0
|
%
|
|
7.0
|
%
|
|
|
|
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
251.6
|
|
|
$
|
223.4
|
|
|
$
|
28.2
|
|
|
13
|
%
|
Gross profit
|
$
|
141.7
|
|
|
$
|
112.9
|
|
|
$
|
28.8
|
|
|
25
|
%
|
Gross profit %
|
56.3
|
%
|
|
50.5
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
41.7
|
|
|
$
|
35.9
|
|
|
$
|
5.8
|
|
|
16
|
%
|
Operating expenses %
|
16.6
|
%
|
|
16.1
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
100.0
|
|
|
$
|
77.0
|
|
|
$
|
23.0
|
|
|
30
|
%
|
Operating income %
|
39.7
|
%
|
|
34.5
|
%
|
|
|
|
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
722.8
|
|
|
$
|
673.6
|
|
|
$
|
49.2
|
|
|
7
|
%
|
Gross profit
|
$
|
387.6
|
|
|
$
|
354.2
|
|
|
$
|
33.4
|
|
|
9
|
%
|
Gross profit %
|
53.6
|
%
|
|
52.6
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
113.2
|
|
|
$
|
93.7
|
|
|
$
|
19.5
|
|
|
21
|
%
|
Operating expenses %
|
15.7
|
%
|
|
13.9
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
274.4
|
|
|
$
|
260.5
|
|
|
$
|
13.9
|
|
|
5
|
%
|
Operating income %
|
38.0
|
%
|
|
38.7
|
%
|
|
|
|
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
30.7
|
|
|
$
|
32.0
|
|
|
$
|
(1.3
|
)
|
|
(4
|
)%
|
Gross profit
|
$
|
15.8
|
|
|
$
|
14.0
|
|
|
$
|
1.8
|
|
|
13
|
%
|
Gross profit %
|
51.5
|
%
|
|
43.6
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
5.3
|
|
|
$
|
7.2
|
|
|
$
|
(1.9
|
)
|
|
(27
|
)%
|
Operating expenses %
|
17.3
|
%
|
|
22.6
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
10.5
|
|
|
$
|
6.8
|
|
|
$
|
3.7
|
|
|
55
|
%
|
Operating income %
|
34.1
|
%
|
|
21.0
|
%
|
|
|
|
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
85.5
|
|
|
$
|
105.2
|
|
|
$
|
(19.7
|
)
|
|
(19
|
)%
|
Gross profit
|
$
|
41.9
|
|
|
$
|
60.3
|
|
|
$
|
(18.4
|
)
|
|
(30
|
)%
|
Gross profit %
|
49.1
|
%
|
|
57.4
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
17.0
|
|
|
$
|
22.9
|
|
|
$
|
(5.9
|
)
|
|
(26
|
)%
|
Operating expenses %
|
19.9
|
%
|
|
21.8
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
24.9
|
|
|
$
|
37.4
|
|
|
$
|
(12.5
|
)
|
|
(33
|
)%
|
Operating income %
|
29.2
|
%
|
|
35.5
|
%
|
|
|
|
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 29, 2014
|
|
|
|||||||||
Net sales
|
$
|
81.9
|
|
|
$
|
53.4
|
|
|
$
|
28.5
|
|
|
53
|
%
|
Gross profit (loss)
|
$
|
9.3
|
|
|
$
|
(22.9
|
)
|
|
$
|
32.2
|
|
|
141
|
%
|
Gross profit (loss) %
|
11.4
|
%
|
|
(42.9
|
)%
|
|
|
|
|
|||||
Operating expenses
|
$
|
3.9
|
|
|
$
|
31.6
|
|
|
$
|
(27.7
|
)
|
|
(88
|
)%
|
Operating expenses %
|
4.7
|
%
|
|
59.1
|
%
|
|
|
|
|
|||||
Operating income (loss)
|
$
|
5.5
|
|
|
$
|
(54.5
|
)
|
|
$
|
60.0
|
|
|
110
|
%
|
Operating income (loss) %
|
6.7
|
%
|
|
(102.1
|
)%
|
|
|
|
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28, 2015
|
|
March 28, 2014
(1)
|
|
|
|||||||||
Net sales
|
$
|
260.4
|
|
|
$
|
60.8
|
|
|
$
|
199.6
|
|
|
328
|
%
|
Gross profit (loss)
|
$
|
42.8
|
|
|
$
|
(24.2
|
)
|
|
$
|
67.0
|
|
|
(277
|
)%
|
Gross profit (loss) %
|
16.4
|
%
|
|
(39.8
|
)%
|
|
|
|
|
|||||
Operating expenses
|
$
|
13.0
|
|
|
$
|
49.3
|
|
|
$
|
(36.3
|
)
|
|
(74
|
)%
|
Operating expenses %
|
5.0
|
%
|
|
81.0
|
%
|
|
|
|
|
|||||
Operating income (loss)
|
$
|
29.8
|
|
|
$
|
(73.5
|
)
|
|
$
|
103.3
|
|
|
(141
|
)%
|
Operating income (loss) %
|
11.5
|
%
|
|
(120.8
|
)%
|
|
|
|
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
|
|||||||||
Net sales
|
$
|
17.7
|
|
|
$
|
20.2
|
|
|
$
|
(2.5
|
)
|
|
(13
|
)%
|
Gross profit
|
$
|
5.9
|
|
|
$
|
6.7
|
|
|
$
|
(0.8
|
)
|
|
(13
|
)%
|
Gross profit %
|
33.5
|
%
|
|
33.3
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
4.6
|
|
|
$
|
5.9
|
|
|
$
|
(1.3
|
)
|
|
(22
|
)%
|
Operating expenses %
|
26.1
|
%
|
|
29.2
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
1.3
|
|
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
56
|
%
|
Operating income %
|
7.4
|
%
|
|
4.2
|
%
|
|
|
|
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||||
($ in millions)
|
March 28,
2015 |
|
March 29,
2014 |
|
|
|||||||||
Net sales
|
$
|
57.7
|
|
|
$
|
58.3
|
|
|
$
|
(0.6
|
)
|
|
(1
|
)%
|
Gross profit
|
$
|
19.0
|
|
|
$
|
19.1
|
|
|
$
|
(0.1
|
)
|
|
(2
|
)%
|
Gross profit %
|
33.0
|
%
|
|
32.7
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
15.7
|
|
|
$
|
16.5
|
|
|
$
|
(0.8
|
)
|
|
(4
|
)%
|
Operating expenses %
|
27.2
|
%
|
|
28.2
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
3.4
|
|
|
$
|
2.6
|
|
|
$
|
0.8
|
|
|
27
|
%
|
Operating income %
|
5.8
|
%
|
|
4.5
|
%
|
|
|
|
|
|
Nine Months Ended
|
||||||
(in millions)
|
March 28, 2015
|
|
March 29, 2014
|
||||
Net cash from (for) operating activities
|
$
|
735.6
|
|
|
$
|
400.8
|
|
|
|
|
|
||||
Net cash from (for) investing activities
|
$
|
(490.5
|
)
|
|
$
|
(1,645.7
|
)
|
|
|
|
|
||||
Net cash from (for) financing activities
|
$
|
2,477.5
|
|
|
$
|
1,074.9
|
|
|
|
|
|
|
Payment Due by Period (in millions)
|
||||||||||||||||||
|
2015
(1)
|
|
2016 - 2017
|
|
2018 - 2019
|
|
After 2019
|
|
Total
|
||||||||||
Short and long-term debt
(2)
|
$
|
54.8
|
|
|
$
|
1,195.1
|
|
|
$
|
999.4
|
|
|
$
|
4,419.4
|
|
|
$
|
6,668.7
|
|
(2)
|
Short and long-term debt includes interest payments, which were calculated using the effective interest rate at
March 28, 2015
, as well as capital lease obligations.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from combining the businesses;
|
•
|
difficulties in the integration of operations and systems; and
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex
|
•
|
consistency and transparency of foreign tax systems, transfer pricing stability across jurisdictions, and ability to reinvest earnings and cash as appropriate;
|
•
|
appropriate compliance with import or export licensing requirements;
|
•
|
compliance with differing regulatory and legal requirements, including tax laws, trade laws, labor, safety, local content, and consumer protection regulations;
|
•
|
ability to adapt to changes in economic and political conditions; and
|
•
|
fluctuations in the value of foreign currencies and interest rates.
|
•
|
increasing the Company's vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions;
|
•
|
requiring the dedication of a substantial portion of the Company's cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing cash flow available to fund working capital, capital expenditures, acquisitions, joint ventures, product research and development, or other general corporate purposes;
|
•
|
limiting the Company's flexibility in planning for, or reacting to, changes in the business and the competitive environment and the industry in which the Company operates;
|
•
|
placing the Company at a competitive disadvantage to the extent that its competitors are not as highly leveraged; and
|
•
|
limiting the Company's ability to borrow additional funds and increasing the cost of any such borrowing.
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Assignment Letter dated March 17, 2015 regarding the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest NV, dated as of November 6, 2014, by and among the Company, Alychlo NV and Holdco I BE NV (filed herewith).
|
|
|
|
2.2
|
|
Closing Letter dated March 17, 2015 regarding the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest NV, dated as of November 6, 2014, by and among the Company, Alychlo NV and Holdco I BE NV (filed herewith).
|
|
|
|
2.3
|
|
Amendment Agreement dated March 27, 2014 to the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest NV, dated as of November 6, 2014, by and among the Company, Alychlo NV and Holdco I BE NV (filed herewith).
|
|
|
|
3.1
|
|
Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference to 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 to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 filed December 19, 2013).
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification by Joseph C. Papa, Chairman, President, and Chief Executive Officer (filed herewith).
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification by Judy L. Brown, Executive Vice President and Chief Financial Officer (filed herewith).
|
|
|
|
32
|
|
Certification Pursuant to 18 United States Code 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
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.
|
|
|
|
PERRIGO COMPANY PLC
|
|
|
|
(Registrant)
|
|
|
|
|
Date:
|
April 29, 2015
|
|
By: /s/ Joseph C. Papa
|
|
|
|
Joseph C. Papa
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
Date:
|
April 29, 2015
|
|
By: /s/ Judy L. Brown
|
|
|
|
Judy L. Brown
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
(a)
|
Alychlo shall sell 172,778,708 shares in the Company to Perrigo Topco, and Perrigo Topco shall pay to Alychlo the Consideration Perrigo Shares (less 1,081,742 Perrigo Shares which shall be submitted in escrow by Perrigo Topco in the name of Alychlo, in accordance with the Share Escrow agreement referred to in the SPA); and then
|
(b)
|
Alychlo shall sell 172,778,708 shares in the Company to Perrigo Ireland 2, and Perrigo Ireland 2 shall pay to Alychlo EUR 634,016,869 and the applicable interest set out in Clauses 3.2 and 3.4 of the SPA; and then
|
(c)
|
Holdco shall sell 339,790,841 shares in the Company to Perrigo Ireland 2, and Perrigo Ireland 2 shall pay to Holdco the Initial Holdco Consideration (less EUR 46,460,250 which shall be paid in escrow by Perrigo Ireland 2 in the name of Holdco in accordance with the Cash Escrow agreement referred to in the SPA) and the applicable interest set out in Clauses 3.2 and 3.4 of the SPA.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Joseph Papa
|
|
Name: Judy Brown
|
Function:
|
|
Function:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Joseph Papa
|
|
Name: Judy Brown
|
Function:
|
|
Function:
|
|
|
|
|
Name: Marc Coucke
|
Function: President
|
|
|
|
|
|
|
|
|
Name: FV Management BVBA represented by its permanent representative Mr Frank Vlayen
|
|
Function: Director
|
|
From:
|
Perrigo Company plc
(
Perrigo Topco
)
Treasury Building, Lower Grand Canal Street, Dublin, Ireland
Perrigo Ireland 2 Ltd.
(
Perrigo Ireland 2
)
Treasury Building, Lower Grand Canal Street, Dublin, Ireland
|
To:
|
Alychlo NV
, for the attention of Marc Coucke (marc.coucke@omega-pharma.com)
Lembergsesteenweg 19, 9820 Merelbeke, Belgium
|
|
Holdco I BE NV
, for the attention of Frank Vlayen (vlayen@waterland.be)
Jan Van Rijswijcklaan 162 B4, 2020 Antwerpen, Belgium
|
|
with a copy to:
Allen & Overy LLP, for the attention of Hans Kets and Dirk Meeus (hans.kets@allenovery.com; dirk.meeus@allenovery.com)
Uitbreidingstraat 72/b3, 2600 Antwerpen, Belgium
Omega Pharma Invest NV, for the attention of Barbara De Saedeleer (barbara.desaedeleer@omega-pharma.com)
Venecoweg 26, 9810 Nazareth
|
a.
|
5,397,711 Perrigo Shares and an amount of EUR 666,027,847 payable to Alychlo; and
|
b.
|
an amount of EUR 1,242,434,545 payable to Holdco.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
:
|
|
|
Function
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
:
|
|
|
Function
:
|
|
|
|
|
|
|
Name
: Marc Coucke
|
Function
: President
|
|
|
|
|
|
|
|
|
Name
: FV Management BVBA represented by its permanent representative Mr Frank Vlayen
|
|
Function
: Director
|
|
|
Amendment agreement
|
|
(A)
|
PERRIGO COMPANY PLC
, a public limited company incorporated under the laws of Ireland, with registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, registered with the Companies Registration Office under number 529592 (
Perrigo Topco
);
|
(B)
|
PERRIGO IRELAND 2 LTD
, a private company limited by shares incorporated under the laws of Ireland, with registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, registered with the Companies Registration Office under number 541882 (
Perrigo Ireland 2
);
|
(C)
|
ALYCHLO NV
, a limited liability company incorporated under the laws of Belgium, with registered office at Lembergsesteenweg 19, 9820 Merelbeke, and registered under number 0895.140.645 (
Alychlo
); and
|
(D)
|
HOLDCO I BE NV
, a limited liability company incorporated under the laws of Belgium, with registered office at Jan Van Rijswijcklaan 162 B4, 2020 Antwerpen, and registered under number 0838.053.769 (
Holdco
).
|
A.
|
On 6 November 2014, Holdco, an indirect subsidiary of Waterland Private Equity Fund V C.V., and Alychlo (as sellers) and Perrigo Topco (as purchaser) entered into a share purchase agreement on the sale and purchase of 685,348,257 shares in Omega Pharma Invest NV, a limited liability company incorporated under the laws of Belgium, with registered office at Venecoweg 26, 9810 Nazareth and registered under number 0439.658.834 (the
SPA
), which has been supplemented by (i) an assignment letter between Holdco, Alychlo, Perrigo Topco and Perrigo Ireland 2; (ii) a letter with respect to the Completion Date and waiver of conditions precedent; and (iii) an agreement with respect to the guarantee structure all dated 17 March 2015. Capitalised terms not defined herein will have meaning ascribed to them in the SPA.
|
B.
|
The parties to this Agreement have now agreed to amend the SPA to reflect a change in the Initial Purchase Consideration allocation between Holdco and Alychlo.
|
1.
|
Initial Alychlo Consideration and Initial Holdco Consideration
|
(a)
|
Initial Holdco Consideration
means EUR 1,210,324,970; and
|
(b)
|
Initial Alychlo Consideration
means the Consideration Perrigo Shares, together with an amount in cash equal to EUR 635,658,161.
|
2.
|
Purchase Consideration
|
(b)
|
an amount of EUR 1,240,793,253 payable to Holdco.
|
3.
|
Miscellaneous
|
|
|
|
|
|
|
Name:
|
|
Name:
|
Function:
|
|
Function:
|
|
|
|
|
|
|
Name:
|
|
Name:
|
Function:
|
|
Function:
|
|
|
|
|
Name: WPEF V GP B.V., represented by its sole managing director Waterland Private Equity Investments B.V., represented by its managing director FV Management BVBA, represented by its managing director F. Vlayen
|
|
Function: General Partner
|
|
|
|
Name: Marc Coucke
|
Function: President
|
|
|
|
|
Name: FV Management BVBA represented by its permanent representative Mr Frank Vlayen
|
|
Function: Director
|
|
1.
|
I have reviewed this report on Form 10-Q 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 most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
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 report on Form 10-Q 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 most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
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
|
|
Re:
|
Perrigo Company plc
|
(i)
|
this Quarterly Report on Form 10-Q 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
|