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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Ordinary shares, €0.001 par value
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New York Stock Exchange
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Title of each class
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Name of each exchange on which registered
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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YES
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[X]
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NO
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[ ]
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
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YES
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[ ]
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NO
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[X]
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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YES
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[X]
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NO
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[ ]
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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YES
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[X]
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NO
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[ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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[ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[X]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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YES
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[ ]
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NO
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[X]
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Page No.
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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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•
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Consumer Healthcare
(
"CHC"
), which includes our former Consumer Healthcare segment, former Nutritionals segment, and former Israel Pharmaceuticals and Diagnostics business, which was previously reported in our “Other” segment;
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•
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Branded Consumer Healthcare
(
"BCH"
), which consists of the newly acquired Omega business;
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•
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Prescription Pharmaceuticals
(
"
Rx Pharmaceuticals
"
), which continues to include the Rx Pharmaceuticals business; and
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•
|
Specialty Sciences
, which is comprised primarily of assets focused on the treatment of multiple sclerosis (Tysabri
®
).
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Product Category
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Description
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Analgesics
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Pain relievers and fever reducers
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Cough/cold/allergy/sinus
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Cough, cold, allergy, and sinus products
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Gastrointestinal
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Antacids, anti-diarrheal, and anti-heartburn products
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Infant nutritionals
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Infant formula and food products
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Smoking cessation
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Gums, lozenges, and other products designed to help users quit smoking
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Animal health
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Pet health and wellness products
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VMS
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Vitamins, minerals, and dietary supplements
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Other
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Feminine hygiene, diabetes care, dermatological care, diagnostic products, and other miscellaneous healthcare products
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Product Category
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Description
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Top Brands
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Natural Health and VMS
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Vitamins, minerals, supplements, and various other natural remedies.
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Davitamon
®
/Etixx
®
, Biover
®
/Abtei
®
, Granufink
®
/Bional
®
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Cough, Cold, and Allergy
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Products that address respiratory symptoms, including traditional medications and alternative treatments such as aromatherapy and homeopathic solutions.
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Bittner
®
/Aflubin
®
, Prevalin
®
/Beconase
®
, Physiomer
®
/Libenar
®
, Phytosun
®
, Bronchenolo
®
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Personal Care and Derma-Therapeutics
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Products for the face and body, including sun care products, baby-specific products, feminine hygiene products, and solutions for various skin conditions and allergies such as eczema, psoriasis and rosacea.
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Bodysol/Galenco
®
, ACO, Lactacyd
®
, Dermalex
®
(Repair), Wartner
®
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Lifestyle
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Weight management, pregnancy and fertility kits, pain relief, sleep management, and eye care.
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XLS (Medical)
®
, Predictor
®
, Solpadeine
®
/Antigrippine
®
, Silence
®
, Nytol
®
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Anti-Parasite
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Products focused on the elimination of parasites in both humans and pets including lice treatment and insect repellent.
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Paranix
®
, Jungle Formula
®
, Paravet
®
/Clément-Thékan
®
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Generic Name
(1)
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Comparative 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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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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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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Testosterone cypionate injection
|
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Depo
®
, Testosterone
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Triamcinolone acetonide nasal spray
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Nasacort
®
AQ
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Testosterone 1% Gel
(2)
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Androgel
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Triamcinolone cream/ointment
(2)
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Triderm/Kenalog
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Tacrolimus
(2)
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Protopic
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Clobetasol Spray
(2)
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Clobex
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Hydrocorisone Suppositories
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Hydrocorisone Suppositories
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Dihydroergotamine Injection
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D.H.E. 45
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Clindamycin Foam
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Evoclin
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•
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Helping consumers access safe, effective and affordable healthcare products;
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•
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Complying with regulatory and legal requirements;
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•
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Demonstrating environmental stewardship;
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•
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Continuously improving packaging sustainability;
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•
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Protecting human rights of our global employees and challenging our partners to do the same;
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•
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Providing a safe and healthy work environment for our employees; and
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•
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Establishing effective community partnerships.
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•
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Define dietary supplements and dietary ingredients;
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•
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Require ingredient and nutrition labeling for dietary supplements;
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•
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Permit "structure/function" statements for dietary supplements;
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•
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Permit the display of certain published literature where supplements are sold;
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Authorize the FDA to establish GMPs specifically for dietary supplements, which it did in 2007; and
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•
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Require the submission of New Dietary Ingredient notifications to the FDA.
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Claiming a benefit related to a classical nutrient deficiency disease, provided the prevalence of the disease in the U.S. is disclosed;
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•
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Describing the role of a nutrient or dietary ingredient intended to affect the structure or function in humans;
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•
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Characterizing the documented mechanism by which a nutrient or dietary ingredient acts to maintain such structure or function; and
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•
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Describing general well-being from consumption of a nutrient or dietary ingredient.
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•
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Physician Payment Sunshine Act
- This act requires certain pharmaceutical manufacturers to engage in extensive tracking of payments or transfers of value to physicians and teaching hospitals, maintenance of a payment database and public reporting of the payment data.
|
•
|
Foreign Corrupt Practices Act of 1977 ("FCPA")
- This act and other similar anti-bribery laws prohibit companies and their intermediaries from providing money or anything of value to officials of foreign governments, foreign political parties or international organizations with the intent to obtain or retain business or seek a business advantage.
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•
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Federal Trade Commission ("FTC")
- This agency oversees the advertising and other promotional practices of consumer products marketers. The FTC considers whether a product’s claims are substantiated, truthful and not misleading. The FTC also reviews mergers and acquisitions of companies exceeding specified thresholds and investigates certain business practices relevant to the healthcare industry.
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•
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NSF International ("NSF")
- The NSF is an independent, not-for-profit, non-governmental organization that provides risk management services for public health and safety. Many of our dietary supplement products are certified under NSF/ANSI Standard 173.
|
•
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International Organization for Standardization ("ISO")
- The ISO Standards specify requirements for a Quality Management System that demonstrates the ability to consistently provide products that meet customer and applicable regulatory standards and includes processes to ensure continuous improvement. Our infant formula manufacturing sites are ISO 9001-2008 Certified for Quality Management Systems. ISO inspections are conducted at least annually.
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•
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United States Pharmacopeial Convention, Inc. ("USP")
- The USP is a non-governmental, standard-setting organization. By reference, the FFDCA incorporates the USP quality and testing standards and monographs as the standard that must be met for the listed drugs, unless compliance with those standards is specifically disclaimed on the product’s labeling. USP standards exist for most Rx and OTC pharmaceuticals and many nutritional supplements. The FDA typically requires USP compliance as part of cGMP compliance.
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•
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Health Insurance Portability and Accountability Act ("HIPAA")
- We could be subject to criminal penalties if we knowingly obtain individually identifiable health information from a covered entity in a manner that is not authorized or permitted by HIPAA or for aiding and abetting the violation of HIPAA.
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•
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Consumer Product Safety Commission ("CPSC")
- The CPSC has published regulations requiring child resistant packaging on certain products including pharmaceuticals and dietary supplements. The manufacturer of any product that is subject to any CPSC rule, ban, standard or regulation must certify that, based on a reasonable testing program, the product complies with CPSC requirements.
|
•
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Other State Agencies
- We are subject to regulation by numerous other state health departments, insurance departments, boards of pharmacy, state controlled substance agencies, state consumer health and safety regulations, and other comparable state agencies, each of which have license requirements and fees that vary by state.
|
•
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Israel
: In Israel, the manufacture and sale of pharmaceutical products is regulated in a manner similar in many respects to U.S. or EU legal requirements, and laws generally prohibit the handling, manufacture, marketing and importation of any pharmaceutical product unless it is properly registered in accordance with applicable law. The registration file relating to any particular product must contain medical data related to product efficacy and safety, including results of clinical testing and references to medical publications, as well as detailed information regarding production methods and quality control. The Israel Health Ministry is authorized to cancel the registration of a product if it is found to be harmful, ineffective, or manufactured and marketed other than in accordance with registration conditions.
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•
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Mexico
: Pharmaceutical manufacturers and products in Mexico are regulated by the Federal Commission for Protection against Health Risks, which is a decentralized body of the Mexican Ministry of Health responsible for registering pharmaceutical products, regulating research, development, production, storage and distribution of such products, and monitoring the quality, safety and efficacy of pharmaceutical products commercialized in Mexico. The General Health Law, as well as a catalog of regulations regulate the conditions for the establishment, production, import, export, and sale of products of the pharmaceutical industry in Mexico. There are also several Mexican Official Standards on specific subjects of the pharmaceutical market in Mexico to be observed, such as the labeling or good practices for the manufacture of pharmaceutical products.
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Australia
: Pharmaceutical manufacturers and products are regulated in Australia by the TGA, which oversees the quality, safety, and efficacy of pharmaceutical products and other therapeutic goods. All manufacturing facilities and processes must comply with good manufacturing practices, and pharmaceutical products manufactured must be listed in the Australian Register of Therapeutic Goods, before they can be marketed or supplied for sale in Australia. The government regulates the pharmaceuticals market through the Pharmaceutical Benefits Scheme, which is a governmental healthcare program established to subsidize the cost of pharmaceuticals to Australian citizens.
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•
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China
: The export of our infant formula to China is subject to regulation by multiple Chinese regulatory agencies. The regulations applicable to infant formula and imported infant formulas are evolving, and further regulatory revisions are expected to be implemented in the future. In April 2014, the Certification and Accreditation Administration of the People’s Republic of China ("CNCA") conducted an assessment on registration of infant formula dairy producers in the U.S. As a result of this assessment, our Vermont infant formula manufacturing site was approved by CNCA to export infant formula to China.
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ITEM 1A.
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RISK FACTORS
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•
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We maintain a diversified product line to function as a primary supplier for our customers. Capital investments are driven by growth, technological advancements, cost improvement and the need for manufacturing flexibility. Our estimates of future capital expenditures could vary materially due to the uncertainty of these factors. In addition, if we fail to stay current with the latest manufacturing, information and packaging technology, we may be unable to competitively support the launch of new product introductions.
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Our product margins may decline over time due to our products' aging life cycles, changes in consumer choice, or developments in new drug delivery technology; therefore, new product introductions are necessary to maintain our current financial condition.
If we are unable to continue to create new products, we may lose market share and our net sales may be negatively impacted.
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We must prove that the ANDA drug products our CHC and Rx Pharmaceuticals segments produce are bioequivalent to their branded counterparts, which requires bioequivalency studies, and in the case of topical products, even more extensive clinical trials to demonstrate the efficacy. The development and commercialization process, particularly with respect to innovative products, is both time consuming and costly and involves a high degree of business risk. Products currently under development, if and when fully developed and tested, may not perform as expected, may not pass required bioequivalence studies or may be the subject of intellectual property challenges. Necessary regulatory approvals may not be obtained in a timely manner, if at all, and we may not be able to successfully and profitably produce and market such products. This could negatively impact our net sales.
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Our ability to attract and retain scientists proficient in emerging delivery forms and/or contracting with a third party in order to generate new products of this type is critical to our long-term plans. If we fail to attract and retain this talent, our long term sales growth and profit could be adversely impacted.
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Even upon the successful development of a product, our customer's failure to launch a product successfully could adversely affect our operating results. In addition, the FDA or similar regulatory agency could impose higher standards and additional requirements, such as requiring more supporting data and clinical data than previously required, in order to gain regulatory clearance to launch new formulations into the market.
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•
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We contract with clinical research organizationss ("CROs") to conduct various studies that are used to support our new product development program. During the third quarter of fiscal year 2013, certain of these CROs began bankruptcy or receivership proceedings, including PRACS Institute, LLC, PRACS Institute Canada B.C. Ltd., Comprehensive Clinical Development, Inc., and their related entities. It is uncertain what impact these insolvency proceedings may have on their ability to deliver their study results to us or on our ability to rely on their research. To the extent these CROs cannot deliver their study results to us or we cannot rely, in whole or in part, on the research conducted by them, we may be required to delay the launch of new products, which could have a material adverse impact on our future operating results. The FDA may be limited in its ability to inspect CROs' study facilities or to gain access to source study documents, which may result in us having to repeat biostudies. If these scenarios occur, it could result in approval delays for new products, which could adversely impact our future net sales. These situations are unique, and we are unable to predict the FDA's position on the studies conducted by these now bankrupt CROs.
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•
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The future growth and stability of U.S. store brand market share will be impacted, in part, by general economic conditions, which can influence consumers to switch to and from store brand products. Our CHC segment sales could be negatively affected if economic conditions improve and consumers return to purchasing higher-priced brand-name products. Conversely, while store brand products present an alternative to higher-priced branded products, if economic conditions deteriorate, our CHC segment sales could be negatively impacted if consumers forgo obtaining healthcare or reduce their healthcare spending.
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•
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Our BCH segment's success is due in large part to the continued growth in demand for its lifestyle products, which include weight-loss products and various dietary supplements. If demand for these products decreases, our BCH segment's results of operations would be negatively impacted.
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•
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Our CHC customers may request changes in packaging to meet consumer demands, which could cause us to incur inventory obsolescence charges and redesign costs, which would negatively impact the CHC segment's results of operations.
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•
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Our infant formula product category within our CHC segment is subject to changing consumer preferences and health and nutrition-related concerns. Our business depends, in part, on consumer preferences and choices, including the number of mothers who choose to use infant formula products rather than breastfeed their babies. To the extent that private, public, and government sources may promote the benefits of breastfeeding over the use of infant formula, there could be a reduced demand for infant formula products. We could also be adversely impacted by an increase in the number of families that are provided with infant formula by the U.S. federal government through the Women, Infants and Children program, as we do not participate in this program.
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•
|
The Omega acquisition represents a major shift in our business, both geographically, as our business is now more heavily concentrated in European markets than before, and operationally, as the Omega business sells well-known branded products using a large sales force. These changes may present challenges and risks related to, among other things, our attempt to create synergies with Omega. There is no assurance that we will be able to successfully integrate Omega or otherwise realize the expected benefits of the Omega acquisition.
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•
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Our success in the European markets in which Omega operates will depend on a number of factors, such as:
|
•
|
our ability to commercialize new products;
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•
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our ability to adapt to changes in economic and political conditions;
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•
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fluctuations in the value of foreign currencies and interest rates;
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•
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compliance with differing regulatory and legal requirements, including tax laws, trade laws, labor, safety, local content, consumer protection regulation and import or export licensing requirements; and
|
•
|
consistency and transparency of foreign tax systems, transfer pricing stability across jurisdictions, and our ability to reinvest earnings and cash as appropriate.
|
•
|
While Omega has not historically been subject to U.S. laws and regulations, such as the FCPA, it has been subject to a wide range of European laws and regulations, including the U.K. Bribery Act of 2010. The comparable U.S. laws and regulations to which Omega is now subject may differ from those to which Omega was historically subject. Therefore, it is possible that certain Omega sales or other activities that were permitted while Omega was an independent company may no longer be permitted. While we are putting into place compliance processes and controls intended to ensure compliance with U.S. and global laws that now apply to Omega, if Omega’s operations fail to comply with such laws and regulations, we could be subject to governmental investigations, legal or regulatory proceedings, substantial fines, and/or other legal or equitable penalties.
|
•
|
April 6, 2015 - Mylan sent a letter containing an unsolicited proposal to acquire all of our outstanding ordinary shares for
$205.00
per share (the "Proposal"), which Mylan made public on April 8, 2015. Following a comprehensive review, our Board of Directors unanimously rejected the Proposal, concluding that it substantially undervalued us and our future growth prospects and was not in the best interests of our shareholders.
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•
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Prior to making the Proposal, Mylan was the subject of market speculation related to a possible offer to purchase Mylan from Teva Pharmaceutical Industries Ltd. ("Teva"). On April 21, 2015, Teva announced an unsolicited proposal to acquire all of the outstanding shares of Mylan for $82.00 per share, with the consideration to be comprised of approximately 50% cash and 50% stock. On April 27, 2015, Mylan announced that its Board of Directors had rejected the proposal, following which Teva reiterated its commitment to its proposal.
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•
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April 24, 2015 - Mylan provided a firm offer to acquire all of our outstanding ordinary shares for a combination of
$60.00
per share in cash and
2.2
Mylan ordinary shares for each of our ordinary shares (the “Offer”). That same day, we announced our Board of Directors' rejection of the Offer, for the same reasons we rejected the Proposal.
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•
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April 29, 2015 - Mylan announced a revised offer to acquire all of our outstanding ordinary shares for
$75.00
per share in cash and
2.3
Mylan ordinary shares for each of our ordinary shares (the “Revised Offer”). That same day, we announced our Board of Directors' rejection of the Revised Offer. Since our rejection of the Revised Offer from Mylan, no further offers have been made. However, Mylan reiterated its proposal to acquire us on the terms of the Revised Offer in its proxy statement filed on July 28, 2015. Additionally, on July 27, 2015, Mylan announced that it will hold an extraordinary general meeting of its shareholders on August 28, 2015 in connection with its proposed acquisition of us.
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•
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On July 27, 2015, Teva announced that it had withdrawn its proposal to acquire Mylan. Teva’s decision to terminate its proposal to acquire Mylan followed Teva’s announcement that it had entered into a definitive agreement with Allergan to acquire Allergan Generics.
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•
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On August 13, 2015, Mylan announced that it formally lowered the acceptance condition for its offer to acquire Perrigo from not less than 80% of Perrigo ordinary shares to greater than 50% of Perrigo ordinary shares.
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•
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We must obtain approval from the appropriate regulatory agencies in order to manufacture and sell our products in the regions in which we operate. Obtaining this approval can be time consuming and costly. There can be no assurance that, in the event we submit an application to the FDA or any other regulatory agency approval, we will obtain the approval to market a prescription or OTC product and/or that we will obtain it on a timely basis. If we are granted generic exclusivity, the exclusivity may be shared with other generic companies, including authorized generics; or it is possible that we may forfeit 180-day exclusivity if we do not obtain regulatory approval or begin marketing the product within the statutory requirements. Finally, if we are not the first to file our ANDA, the FDA may grant 180-day exclusivity to another company, thereby effectively delaying the launch of our product.
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•
|
If the FDA reclassifies certain ANDA or NDA drug products to the OTC monograph system and no longer requires the approval of an ANDA or NDA prior to marketing, there may be increased competition and lower profitability related to such products. While we would make appropriate adjustments to remain in compliance with any changes and updates to the OTC monograph system, we cannot predict whether new legislation will be enacted, the effect of any such legislation on our business, or how it may impact the competitive landscape. See
Item 1. Business - Consumer Healthcare
for more information on the OTC monograph system.
|
•
|
Regulatory agencies regularly inspect our manufacturing facilities and the facilities of our third-party suppliers. The failure of one of our facilities, or a facility of one of our third-party suppliers, to comply with applicable laws and regulations may lead to a breach of representations made to our customers, or to regulatory or government action against us related to the products made in that facility. Such action could include: suspension of or delay in regulatory approvals, product seizure, injunction, recall, suspension of production or distribution of our products, loss of certain licenses or other governmental penalties, civil or criminal prosecution. Additionally, the agency could make its concerns public, thereby impacting our reputation.
|
•
|
The FDA, and similar regulatory agencies, have the authority to require new clinical or bioequivalence studies, limit distribution, or order label changes. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals if there are concerns over a product's safety or efficacy. The FDA also conducts non-prescription drug advisory committee meetings to evaluate the safety of introducing prescription products to the OTC market. The expansion of Rx-to-OTC switches is critical to our future growth. FDA reluctance to approve OTC switches in new product categories could impact that growth.
|
•
|
The U.S. government Federal Drug Supply Chain Security Act ("DSCSA") requires development of an electronic pedigree to track and trace each prescription drug at the salable unit level through the distribution system, which will be effective incrementally over a 10-year period. The serialization of all Rx products distributed in the U.S. needs to be completed by November 27, 2017, with the requirement for tracking the products commencing on November 27, 2023. Requirements for the tracing of products through the pharmaceutical distribution supply chain go into effect on January 1, 2015, for manufacturers, wholesale distributors, and re-packagers, and on July 1, 2015 for dispensers. Compliance with DSCSA and future U.S. federal or state electronic pedigree requirements may increase our operational expenses and impose significant administrative burdens.
|
•
|
Several bills have been introduced in U.S. Congress that could, if enacted, affect the manufacture and marketing of Rx and OTC drugs including labeling and packaging. For example, the FDA is proposing to change existing regulations to require generic drug application holders to revise their labeling so that it differs from the corresponding brand drug upon submission of a "changes being effected" ("CBE-0") supplement to the FDA. The FDA has not yet issued a final rule on this issue. If this proposed regulatory change is adopted, it may eliminate the preemption of certain failure-to-warn claims, with respect to generic drugs, which could have an adverse impact on our future operating results. Regulatory bodies outside of the U.S. could enact similar legislation. We cannot predict whether further label restrictions may be required, or whether additional regulations in the U.S. or other countries in which we operate, may be passed.
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•
|
Our infant formula products may be subject to barriers or sanctions imposed by countries or international organizations limiting international trade and dictating the specific content of infant formula products. Governments could enhance regulations on the industry aimed at ensuring the safety and quality of dairy products, including, but not limited to, compulsory batch-by-batch inspection and testing for additional safety and quality issues. Such inspections and testing may increase our operating costs related to infant formula products. Additionally, the FDA and other regulatory agencies are beginning to scrutinize claims on infant formula labels. Any labeling changes required for regulatory compliance could render our packaging inventories obsolete.
|
•
|
On June 10, 2014, the FDA published a final rule ("FR") entitled "Current Good Manufacturing Practices, Quality Control Procedures, Quality Factors, Notification Requirements, and Records and Reports, for Infant Formula." The FR includes, among other things, new or modified requirements related to infant formula manufacturing, quality controls, record-keeping, and clinical trials. While it is uncertain how the FDA will interpret and enforce the FR, we are taking steps to comply with the provisions of the FR. Compliance with the FR could be costly. To the extent the FDA believes that we have not complied with the FR, we could experience potential supply chain disruptions and delays in commercialization of new infant formula products.
|
•
|
We have expanded our pharmaceutical marketing to include direct interactions with healthcare professionals, which is known as “detailing.” This activity is subject to extensive regulation under a variety of U.S. laws and regulations, including anti-kickback, anti-bribery and false claims laws; the FFDCA with respect to claims and off-label promotions; and similar laws in non-U.S. jurisdictions. If our marketing activities are found to be improper, we could be subject to civil and governmental actions and penalties. These risks may increase as non-U.S. jurisdictions adopt new anti-bribery laws and regulations.
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•
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We manufacture products that are safe and effective when used in accordance with label directions. Certain of our products contain ingredients that can be used for improper purposes. Additional legislation or regulation may be enacted to mitigate improper uses of these ingredients, which could adversely impact our sales of products containing these ingredients and the corresponding income.
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•
|
If we are unable to successfully obtain the necessary quota for controlled substances and List I chemicals, we risk having delayed product launches or failures to meet commercial supply obligations. If we are unable to comply with regulatory requirements for controlled substances and List I chemicals, the DEA, or similar regulatory agency, may take regulatory actions, resulting in temporary or permanent interruption of distribution of our products, withdrawal of our products from the market, or other penalties.
|
•
|
Our prescription products that are marketed without approved applications must meet certain manufacturing and labeling standards established by the FDA. The FDA takes a risk-based approach to its enforcement and considers factors such as the introduction date of the product's active ingredients, lack of safety concerns, and how many years the product has been marketed. There can be no assurance that the FDA will continue this policy or not take a contrary position with respect to any individual product or group of products. If the FDA were to take a contrary position, we may be required to seek FDA approval for these products or withdraw the products from the market. Our annual sales for such unapproved products were approximately
$46.5 million
in fiscal year
2015
.
|
•
|
In addition, our operations extend to numerous countries outside the U.S. and are subject to the risks inherent in conducting business globally and under the laws, regulations, and customs of various jurisdictions. These risks include compliance with a variety of national and local laws of countries in which we do business, such as restrictions on the import and export of certain intermediates, drugs, and technologies. We must also comply with a variety of U.S. laws related to doing business outside of the U.S., including Office of Foreign Asset Controls, United Nations and EU sanctions; the Iran Threat Reduction and Syria Human Rights Act of 2012; and rules relating to the use of certain “conflict minerals” under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Further changes in laws, regulations, and practices affecting the pharmaceutical industry and the healthcare system, including imports, exports, manufacturing, quality, cost, pricing, reimbursement, approval, inspection, and delivery of healthcare may affect our business and operations.
|
•
|
We are required to report pricing data to CMS on a monthly basis. If we fail to submit required information, make misrepresentations, or knowingly submit false information to the government as to AMP, ASP, or BP, we may be liable for substantial civil monetary penalties or subject to other enforcement actions, such as under the False Claims Act, and CMS may terminate our Medicaid drug rebate agreement. In that event, U.S. federal payments may not be available under Medicaid or Medicare Part B for our covered outpatient drugs.
|
•
|
Health reform legislation enacted in 2010 requires the use of AMP data to calculate FULs and amends the statutory definitions of AMP and "multiple source drug" in a manner that materially affects the calculation of FULs. CMS also has begun surveying and publishing retail community pharmacy acquisition cost and consumer price information to provide state Medicaid agencies with a basis for comparing their own
|
•
|
If we inadvertently overcharge the government in connection with our FSS contract or Section 703 Agreement, whether due to a misstated FCP or otherwise, we are required to refund the difference. Failure to make necessary disclosures and/or to identify contract overcharges can result in False Claims Act allegations or potential violations of other laws and regulations. Unexpected refunds to the government, and responses to a government investigation or enforcement action, are expensive and time-consuming, and could have a material adverse effect on our business, financial condition, results of operations, and growth prospects.
|
•
|
Our reporting and payment obligations under the Medicaid rebate program and other governmental purchasing and rebate programs are complex and may involve subjective decisions. Our calculations and methodologies are subject to review by the governmental agencies, and it is possible that these reviews could result in challenges to our submissions. If we do not comply with those reporting and payment obligations, we could be subject to civil and/or criminal sanctions, including fines, penalties, and possible exclusion from U.S. federal healthcare programs (including Medicaid and Medicare).
|
•
|
In June 2013, we received notices from the Office of the Attorney General for the State of Texas of civil investigative demands for two of our affiliates, Perrigo Pharmaceuticals Company and Paddock Laboratories, LLC ("Paddock"). The notices request information under the Texas Medicaid Fraud Prevention Act relating to the submission of prices to Texas Medicaid in claims for reimbursement for drugs. We have cooperated with requests for information and are in the process of evaluating this and other information. While we do not know the full extent of our potential liability at this time and intend to vigorously defend against any claims, we could be subject to material penalties and damages. See
Item 8. Note 15
for further information.
|
•
|
As a manufacturer of generic versions of brand-name drugs through our CHC and Rx segments, we experience competition from brand-name drug companies that may try to prevent, discourage or delay the use of generic versions through various measures, including introduction of new branded products, legislative initiatives, changing dosage forms or dosing regimens, regulatory processes, filing new patents or patent extensions, lawsuits, citizens’ petitions, and negative publicity prior to introduction of a generic product. In addition, brand-name competitors may lower their prices to compete with generic products, increase advertising, or launch, either through an affiliate or licensing arrangements with another company, or an authorized generic at or near the time the first generic product is launched, depriving the generic product market of the exclusivity intended by the Hatch-Waxman Act.
|
•
|
Our CHC and Rx Pharmaceuticals segments also experience competition from our generic competitors, some of whom are significantly larger than we are, may develop their products more rapidly or complete regulatory approval processes sooner, or may market their products earlier than we do. If we are not the first to file our ANDA, the FDA may grant 180-day exclusivity to another company, which would prevent us from selling the product during the exclusivity period. Even if we are the first to file, in certain circumstances, we may not be able to fully exploit our 180-day exclusivity period.
|
•
|
Additionally, our CHC and Rx Pharmaceuticals segments may experience increased price competition as other generic companies produce the same product or introduce new drugs and/or drug delivery techniques that make our current products less desirable. A drug may be subject to competition from alternative
|
•
|
The pharmaceutical industry is consolidating. This creates larger competitors and places further pressure on prices, development activities, and customer retention. Our animal health category within the CHC segment also has seen a dramatic increase in direct to consumer advertising by several branded competitors, and our nutritionals category has experienced increased competition through alternative channels such as health food stores, direct mail, and direct sales.
|
•
|
We develop and distribute branded products through our BCH segment. We experience competition from other brand-name drug companies, many of which are larger and have more resources to devote to advertising and marketing. These direct competitors may be able to adapt more quickly to changes in customer requirements. Our current and future competitors may develop products comparable or superior to those offered by us at more competitive prices. If we are unable to compete successfully, our business will be harmed through loss of customers or increased negative pricing pressure that would adversely affect our ability to generate revenue and adversely affect our operating results.
|
•
|
We maintain several single-source supplier relationships, either because alternative sources are not available or the relationship is advantageous due to regulatory, performance, quality, support, or price considerations. Unavailability or delivery delays of single-source components or products could adversely affect our ability to ship the related product in a timely manner. The effect of unavailability or delivery delays would be more severe if associated with our higher-volume or more profitable products. Even where alternative sources of supply are available, qualifying the alternate suppliers and establishing reliable supplies could cost more or result in delays and a loss of net sales. Additionally, FDA requirements for products approved through the ANDA or NDA process could substantially lengthen the approval of an alternate material source. As a result, the loss of a single-source supplier could have a material adverse effect on our results of operations.
|
•
|
The rapid increase in cost of many raw materials from inflationary forces, such as increased energy costs, and our ability or inability to pass on these increases to our customers could have a negative material impact on our financial results.
|
•
|
Our infant formula products require certain key raw ingredients that are derived from raw milk, such as skim milk powder, whey protein powder, and lactose. Our supply of milk-based ingredients may be limited by the ability of individual dairy farmers and cooperatives to provide raw milk in the amount and quality we deem necessary. Raw milk production is influenced by factors beyond our control including seasonal and environmental factors, governmental agricultural and environmental policy, and global demand. We cannot guarantee that there will be sufficient supplies of these key ingredients necessary to produce infant formula.
|
•
|
Our products, and the raw materials used to make those products, generally have limited shelf lives. Our inventory levels are based, in part, on expectations regarding future sales. We may experience build-ups in inventory if sales slow. Any significant shortfall in sales may result in higher inventory levels of raw materials and finished products, thereby increasing the risk of inventory spoilage and corresponding inventory write-downs and write-offs. Cargo thefts and/or diversions, and economically or maliciously motivated product tampering on store shelves may occur, causing unexpected shortages, which may have a material impact on our operations.
|
•
|
We rely on third parties to source many of our raw materials, as well as to manufacture sterile, injectable products that we distribute. We maintain a strict program of verification and product testing throughout the ingredient sourcing and manufacturing process to identify potential counterfeit ingredients, adulterants, and
|
•
|
Breaches or disruptions could impair our ability to develop, meet regulatory approval efforts for, produce, and/or ship products on a timely basis;
|
•
|
Any system issue, whether as a result of an intentional breach or a natural disaster, could damage our reputation and cause us to lose customers, experience lower sales volume, and incur significant liabilities; and
|
•
|
We could incur significant expense in addressing a disruption and in addressing related data security and privacy concerns.
|
•
|
Foreign currency movement, which could have a negative impact on Biogen Inc.'s Tysabri
®
sales, thereby reducing our royalties;
|
•
|
Companies working to develop new therapies or alternative formulations of products for multiple sclerosis that, if successfully developed, would compete with and could gain greater acceptance than Tysabri
®
and damage our market share;
|
•
|
Any negative developments relating to Tysabri
®
, such as safety, efficacy, or reimbursement issues, could reduce demand for Tysabri
®
; and
|
•
|
Adverse regulatory or legislative developments could limit or prohibit the sale of Tysabri
®
, such as restrictions on the use of Tysabri
®
or safety-related label changes, including enhanced risk management programs, which may significantly reduce expected net sales and require significant expense and management time to address the associated legal and regulatory issues.
|
•
|
Our products involve risks such as product contamination, spoilage, mislabeling, and tampering that could require us to recall one or more of our products. Serious product quality concerns could also result in governmental actions against us that, among other things, could result in the suspension of production or distribution of our products, product seizures, loss of certain licenses, delays in the issuance of governmental approvals for new products, or other governmental penalties, all of which could be detrimental to our reputation and reduce demand for our products.
|
•
|
We cannot guarantee that counterfeiting, imitation or other tampering with our products will not occur or that we will be able to detect and resolve it. Any counterfeiting or contamination of any products could negatively impact our sales, particularly if counterfeit or imitation products cause death or injury to consumers.
|
•
|
Many of the brands we acquired from Omega have European recognition. This recognition is the result of the large investments Omega has made in its products over many years. The quality and safety of the products are critical to our business. If we are unable to effectively manage real or perceived issues, including concerns about safety, quality, efficacy, or similar matters, sentiments toward us and our products could be negatively impacted.
|
•
|
Our BCH segment's financial success is dependent on the success of its brands, and the success of these brands can suffer if marketing plans or product initiatives do not have the desired impact on a brand’s image or its ability to attract consumers. In addition, given the association of individual products within the commercial network of our BCH segment, an issue with one of our products could negatively affect the reputation of other products, thereby potentially hurting our financial results.
|
•
|
Powdered infant formula products are not sterile. All of our infant formula products must be prepared and maintained according to label instruction to retain their flavor and nutritional value and avoid contamination or deterioration. Depending on the product, a risk of contamination or deterioration may exist at each stage of the production cycle, including the purchase and delivery of raw materials, the processing and packaging of food products, and the use and handling by consumers, hospital personnel, and healthcare professionals. In the event that certain of our infant formula products are found or alleged to have suffered contamination or deterioration, whether or not under our control, our reputation and our infant formula product category sales could be materially adversely affected.
|
•
|
Scientific studies and media reports can have a negative impact on the demand for certain of our products, even when they do not directly involve us. For instance, there have been recent reports questioning the efficacy of regular consumption of certain vitamins and supplements. Additionally, the New York Attorney General has asked several major retailers to halt sales of herbal supplements. Our VMS sales have been negatively impacted by the media attention.
|
•
|
To the extent that we seek to use social media tools as a means to communicate about our products and/or business, there are uncertainties as to the rules that apply to such communications, or as to the interpretations that authorities will apply to the rules that exist. As a result, despite our efforts to monitor evolving social media communication guidelines and comply with applicable rules, there is risk that our use of social media for such purposes may cause us to be found in violation of them. A violation of such guidelines may damage our reputation as well as cause potential lawsuits and adversely affect our operating activities.
|
•
|
Our employees may knowingly or inadvertently make use of social media tools in ways that may not be aligned with our social media strategy, and that may give rise to liability, or could lead to the loss of trade secrets or other intellectual property, or public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers, and others.
|
•
|
Negative posts or comments about us, store brands or generic pharmaceuticals, or our products in social media could seriously damage our reputation and could adversely affect the price of our securities. In addition, negative posts or comments about our products could result in increased pharmacovigilance reporting requirements, which may give rise to liability if we fail to fully comply with such requirements.
|
•
|
The difficulty involved with managing the expanded operations of a larger and more complex company;
|
•
|
Uncertainties involved in assessing the value, strengths, and potential profitability of, and identifying the extent of all weaknesses, risks, and contingent and other liabilities of the respective parties;
|
•
|
Unanticipated changes in the business, industry, market or general economic conditions different from the assumptions underlying our rationale for pursuing the transaction;
|
•
|
Potential inability to achieve identified operating and financial synergies, or return on investment, from an acquisition in the amounts or on the timeframe anticipated;
|
•
|
Substantial demands on our management, operational resources, technology, and financial and internal control systems, which could lead to dissatisfaction and potential loss of key customers, management or employees;
|
•
|
Integration activities may detract attention from our day-to-day business, and there might be substantial costs associated with the transaction process or other material adverse effects as a result of these integration efforts; and
|
•
|
We may undertake financing to complete an acquisition that impacts our liquidity, credit ratings and financial position, thereby making it more difficult, restrictive or expensive to raise future capital.
|
•
|
Unexpected changes in regulatory requirements;
|
•
|
Problems related to markets with different cultural biases or political systems;
|
•
|
Possible difficulties in enforcing agreements;
|
•
|
Longer payment cycles and shipping lead-times;
|
•
|
Difficulties obtaining export or import licenses or changes in import/export regulations; and
|
•
|
Imposition of withholding or other taxes.
|
•
|
Several emerging market economies are particularly vulnerable to the impact of rising interest rates, inflationary pressures, weaker oil and other commodity prices, and large external deficits. While some of these jurisdictions are showing signs of stabilization or recovery, others, such as Russia and Greece, continue to experience increasing levels of stress and volatility. Risks in one country can limit our opportunities for portfolio growth and negatively affect our operations in another country or countries. As a result, any such unfavorable conditions or developments could have an adverse impact on our operations.
|
•
|
While the challenging global economic environment has not had a material impact on our liquidity or capital resources, there can be no assurance that possible future changes in global financial markets and global economic conditions will not affect our liquidity or capital resources, impact our ability to obtain financing in the future, or decrease the value of our assets.
|
•
|
Our customers could be adversely impacted if economic conditions worsen. Our CHC segment does not advertise its products like national brand companies and thus is largely dependent on retailer promotional activities to drive sales volume and increase market share.
If our customers do not have the ability to invest in store brand promotional activities, our sales may suffer. Additionally, while we actively review the credit
|
•
|
Certain countries and international organizations have refused to do business with Israel or with Israeli companies. We are also precluded from marketing our products to certain countries due to U.S. and Israeli regulatory restrictions. International economic sanctions and boycotts of our products could negatively impact our sales and ability to export our products.
|
•
|
Our facilities in Israel are within a conflict zone. If terrorist acts or military actions were to result in substantial damage to our facilities, our business activities would be disrupted since, with respect to most products, we would need to obtain prior FDA approval for a change in manufacturing site. In addition, our insurance may not adequately compensate us for losses that may occur, and any losses or damages incurred by us could have a material adverse effect on our business.
|
•
|
Certain of our customers or suppliers may decline to travel to Israel, which would force us to make alternative arrangements where necessary. The United States Department of State has at times issued an advisory regarding travel to these countries. As a result of the State Department's advisories, the FDA has at various times curtailed or prohibited its inspectors from traveling to inspect facilities. If these inspectors are unable to inspect our facilities, the FDA could withhold approval for new products intended to be produced at those facilities.
|
•
|
We may be subject to liability if our products violate applicable laws or regulations in the jurisdictions where our products are distributed. The successful assertion of product liability or other product-related claims against us could result in potentially significant monetary damages and incur substantial legal expenses. Even if a product liability or consumer fraud claim is unsuccessful, not merited, or not fully pursued, we may still incur substantial legal expenses defending against such a claim, and our reputation may suffer.
|
•
|
We are a defendant in product liability lawsuits arising out of serious adverse events, including deaths, which occurred in patients taking Tysabri
®
. We expect additional product liability lawsuits related to Tysabri
®
usage to be filed. Tysabri
®
's distributor, Biogen Idec, and Perrigo will each be responsible for 50% of losses and expenses arising out of any Tysabri
®
product liability claims. Along with Biogen Idec, we intend to vigorously defend these lawsuits, however, we cannot predict how these cases will be resolved. Adverse results in one or more of these cases could result in substantial monetary judgments.
|
•
|
We may face environmental exposures including, for example, those relating to discharges from and materials handled as part of our operations, the remediation of soil and groundwater contaminated by hazardous substances or wastes, and the health and safety of our employees. While we do not have any material remediation liabilities currently outstanding, we may in the future face liability for the costs of investigation, removal or remediation of certain hazardous substances or petroleum products on, under or in our currently or formerly owned property, or from a third-party disposal facility that we may have used, without regard to whether we knew of, or caused, the presence of the contaminants. The actual or alleged presence of these substances, or the failure to remediate them, could have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on our ability to sell or rent affected property or to borrow funds using affected property as collateral. There can be no assurance that environmental liabilities and costs will not have a material adverse effect on us.
|
•
|
Our BCH segment regularly makes advertising claims regarding the effectiveness of its products, which we are responsible for defending. An unsuccessful defense of product-related claims could result in potentially significant monetary damages and substantial legal expenses. Even if a claim is unsuccessful, not merited, or not fully pursued, we may still incur substantial legal expenses defending against such a claim, and our reputation could suffer.
|
•
|
As a manufacturer of generic pharmaceutical products, the ability of our CHC and Rx Pharmaceutical segments to bring new products to market is often limited by third-party patents or proprietary rights and regulatory exclusivity periods awarded on products. The cost and time for us to develop prescription and Rx-to-OTC switch products is significantly greater than the rest of the new products that we introduce. Any failure to bring new products to market in a timely manner without incurring legal liability could cause us to lose market share, and our operating results could suffer.
|
•
|
We could have to defend against charges that we violated patents or proprietary rights of third parties. This could require us to incur substantial expense and could divert significant effort of our technical and management personnel. If we are found to have infringed on the rights of others, we could lose our right to develop or manufacture some products or could be required to pay monetary damages or royalties to license proprietary rights from third parties. Additionally, if we choose to settle a dispute through licensing or similar arrangements, the costs associated with these arrangements may be substantial and could include ongoing royalties that may not be on terms we believe to be acceptable. An adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling a number of our products.
|
•
|
At times, our CHC or Rx Pharmaceuticals segments may seek approval to market NDA or ANDA products before the expiration of patents for those products, based upon our belief that such patents are invalid, unenforceable or would not be infringed by our products. In these cases we may face significant patent
|
•
|
We have been issued patents covering certain of our products, and we have filed, and expect to continue to file, patent applications seeking to protect newly developed technologies and products in various countries, including the U.S. Any existing or future patents issued to or licensed by us may not provide us with any significant competitive advantages for our products or may even be challenged, invalidated or circumvented by competitors. In addition, patent rights may not prevent our competitors from developing, using or commercializing non-infringing products that are similar or functionally equivalent to our products.
|
•
|
We also rely on trade secrets, unpatented proprietary know-how, and continuing technological innovation that we seek to protect, in part by confidentiality agreements with licensees, suppliers, employees, and consultants. If these agreements are breached, we may not have adequate remedies for any such breach. Disputes may arise concerning the ownership of intellectual property or the applicability of confidentiality agreements. Furthermore, trade secrets and proprietary technology may otherwise become known or be independently developed by competitors or, if patents are not issued with respect to products arising from research, we may not be able to maintain the value of such intellectual property rights.
|
•
|
Insurance costs could increase significantly, or the availability of insurance may decrease, either of which could adversely impact our financial condition;
|
•
|
Deductible or retention amounts could increase or our coverage could be reduced in the future and to the extent losses occur, there could be an adverse effect on our financial results depending on the nature of the loss and the level of insurance coverage we maintained;
|
•
|
Product liability insurance may not be available to us at an economically reasonable cost (or at all for certain specific products) or our insurance may not adequately cover our liability in connection with product liability claims (see
Item 8. Note 14
for further information related to legal proceedings); and
|
•
|
As our business inherently exposes us to claims for injuries allegedly resulting from the use of our products, we may become subject to claims for which we are not adequately insured. Unanticipated payment of a large claim may have a material adverse effect on our business.
|
•
|
Changes to the inversion rules in section 7874 of the Code, the IRS Treasury regulations promulgated thereunder, or other IRS guidance and
|
•
|
Legislative proposals aimed at expanding the scope of U.S. corporate tax residence.
|
•
|
Income tax rate changes by governments;
|
•
|
The jurisdictions in which our profits are determined to be earned and taxed;
|
•
|
Changes in the valuation of our deferred tax assets and liabilities;
|
•
|
Adjustments to estimated taxes upon finalization of various tax returns;
|
•
|
Adjustments to our interpretation of transfer pricing standards, changes in available tax credits, grants and other incentives;
|
•
|
Changes in stock-based compensation expense; changes in tax laws or the interpretation of such tax laws (such as proposals for fundamental U.S. international tax reform);
|
•
|
Changes in U.S. generally accepted accounting principles;
|
•
|
Expiration or the inability to renew tax rulings or tax holiday incentives; and
|
•
|
Repatriation of non-U.S. earnings with respect to which we have not previously provided for U.S. taxes.
|
•
|
The IRS audit of fiscal years 2009 and 2010 had previously concluded with the issuance of a statutory notice of deficiency on August 27, 2014. While we had previously agreed on certain adjustments and made associated payments of $8.0 million inclusive of interest in November 2014, the statutory notice of deficiency asserted various additional positions, including transfer pricing, relative to the same fiscal 2009 and 2010 audit. The statutory notice asserted an incremental tax obligation of approximately $68.9 million, inclusive of interest and penalties. We disagree with the IRS’s positions asserted in the notice of deficiency. In January 2015, we paid this amount, a prerequisite to being able to contest the IRS’s positions in U.S. Federal court, and in June 2015 we filed a request for a refund. In the event that the IRS denies our request for a refund, we intend to contest the IRS’s asserted positions in U.S. Federal court. An unfavorable resolution of this matter could have a material impact on our consolidated financial statements in future periods.
|
•
|
The IRS is auditing fiscal years 2011 and 2012, and the Israel Tax Authorities are auditing the same period. There are numerous other income tax jurisdictions for which tax returns are not yet settled, none of which are individually significant. At this time, we cannot predict the outcome of any audit or related litigation.
|
•
|
Downgrades to our credit ratings may limit our access to capital and materially increase borrowing costs on current or future financing, including via trade payables with vendors. Customers' inclination to purchase goods from us may also be affected by the publicity associated with deterioration of our credit ratings.
|
•
|
Our senior credit facilities, the agreements governing our senior notes, and agreements governing our other indebtedness contain a number of restrictions and covenants that limit our ability to make distributions or other payments to our investors and creditors unless certain financial tests or other criteria are satisfied.
|
•
|
We also must comply with certain specified financial ratios and tests. These restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities, such as acquisitions. If we do not comply with the covenants and restrictions contained in our senior credit facilities, agreements governing our senior notes, and agreements governing our other indebtedness, we could be in default under those agreements, and the debt, together with accrued interest, could then be declared immediately due and payable.
|
•
|
Any default under our senior credit facilities or agreements governing our senior notes or other indebtedness could lead to an acceleration of debt under other debt instruments that contain cross-acceleration or cross-default provisions. If our indebtedness is accelerated, there can be no assurance that we would be able to repay or refinance our debt or obtain sufficient new financing.
|
•
|
There are various maturity dates associated with our credit facilities, senior notes, and other debt facilities. There is no assurance that cash, future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. Further, there is no assurance that future refinancing or renegotiation of our senior credit facilities, senior notes or other debt facilities, or additional agreements will not have materially different or more stringent terms.
|
•
|
Under Irish law, our authorized share capital can be increased by an ordinary resolution of our shareholders, and the directors may issue new ordinary or preferred shares up to a maximum amount equal to the authorized but unissued share capital, without shareholder approval, once authorized to do so by the articles of association or by an ordinary resolution of our shareholders.
|
•
|
Subject to specified exceptions, Irish law grants statutory preemption rights to existing shareholders to subscribe for new issuances of shares for cash, but allows shareholders to authorize the waiver of the statutory preemption rights by way of special resolution with respect to any particular allotment of shares.
|
•
|
Our articles of association contain, as permitted by Irish company law, a provision authorizing the board to issue new shares for cash without offering preemption rights. The authorization of the directors to issue shares and the authorization of the waiver of the statutory preemption rights must both be renewed by the shareholders at least every five years, and we cannot provide any assurance that these authorizations will
|
•
|
Under Irish law, the duties of directors and officers of a company are generally owed to the company only. As a result, shareholders of Irish companies do not have the right to bring an action against the directors or officers of a company, except in limited circumstances.
|
•
|
Depending on the circumstances, shareholders may be subject to different or additional tax consequences under Irish law as a result of the acquisition, ownership and/or disposition of ordinary shares, including, but not limited to, Irish stamp duty, dividend withholding tax, and capital acquisitions tax.
|
•
|
There is no treaty between Ireland and the U.S. providing for the reciprocal enforcement of foreign judgments. Before a foreign judgment would be deemed enforceable in Ireland, the judgment must be provided by a court of competent jurisdiction and be for a final and conclusive sum. An Irish court may exercise its right to refuse to recognize and enforce a foreign judgment if the foreign judgment was obtained by fraud, if the judgment violated Irish public policy, if the judgment is in breach of natural justice, or if it is irreconcilable with an earlier judgment.
|
•
|
An Irish court may stay proceedings if concurrent proceedings are being brought elsewhere. Judgments of U.S. courts of liabilities predicated upon U.S. federal securities laws may not be enforced by Irish courts if deemed to be contrary to public policy in Ireland.
|
•
|
The availability of distributable reserves, as approved by our shareholders and the Irish High Court;
|
•
|
Our ability to receive cash dividends and distributions from our subsidiaries;
|
•
|
Compliance with applicable laws and covenants; and
|
•
|
Our financial condition, results of operations, capital requirements, general business conditions, and other factors that the Board of Directors may deem relevant.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Country
|
|
Number of Facilities
|
|
Segment(s) Supported
|
|
|
|||||
Ireland
|
|
1
|
|
|
CHC, Rx Pharmaceuticals, Specialty Sciences
|
United States
|
|
59
|
|
|
CHC, Rx Pharmaceuticals
|
Mexico
|
|
9
|
|
|
CHC
|
Israel
|
|
5
|
|
|
CHC, Rx Pharmaceuticals, Other
|
Germany
|
|
3
|
|
|
BCH
|
France
|
|
4
|
|
|
BCH
|
Belgium
|
|
4
|
|
|
BCH
|
Australia
|
|
3
|
|
|
CHC
|
United Kingdom
|
|
2
|
|
|
CHC, Rx Pharmaceuticals
|
Netherlands
|
|
2
|
|
|
BCH
|
Austria
|
|
1
|
|
|
BCH
|
Poland
|
|
1
|
|
|
BCH
|
Switzerland
|
|
1
|
|
|
BCH
|
Greece
|
|
1
|
|
|
BCH
|
India
|
|
1
|
|
|
Other
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ADDITIONAL ITEM.
|
EXECUTIVE OFFICERS OF THE REGISTRANT
|
Name
|
|
Age
|
|
Position
|
Douglas S. Boothe
|
|
51
|
|
Executive Vice President, General Manager, Rx Pharmaceuticals
|
Judy L. Brown
|
|
47
|
|
Executive Vice President, Chief Financial Officer
|
Marc Coucke
(1)
|
|
51
|
|
Executive Vice President, General Manager, Branded Consumer Healthcare
|
Thomas M. Farrington
|
|
58
|
|
Senior Vice President, Chief Information Officer
|
John T. Hendrickson
|
|
52
|
|
Executive Vice President, Global Operations and Supply Chain
|
Scott F. Jamison
|
|
59
|
|
Executive Vice President, General Manager, Nutritionals
|
Todd W. Kingma
|
|
55
|
|
Executive Vice President, General Counsel and Secretary
|
Sharon Kochan
|
|
47
|
|
Executive Vice President, General Manager, International
|
Jeffrey R. Needham
|
|
59
|
|
Executive Vice President, General Manager, Consumer Healthcare
|
Joseph C. Papa
|
|
59
|
|
Chairman, President and Chief Executive Officer
|
Jatin Shah, Ph.D.
|
|
62
|
|
Senior Vice President, Chief Scientific Officer
|
Michael R. Stewart
|
|
63
|
|
Senior Vice President, Global Human Resources
|
Louis W. Yu, Ph.D.
|
|
65
|
|
Executive Vice President, Global Quality
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK HOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
Fiscal Year Ended
|
||||||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
160.65
|
|
|
$
|
135.00
|
|
|
$
|
134.31
|
|
|
$
|
115.94
|
|
Second Quarter
|
$
|
171.57
|
|
|
$
|
142.38
|
|
|
$
|
157.47
|
|
|
$
|
122.56
|
|
Third Quarter
|
$
|
174.65
|
|
|
$
|
147.21
|
|
|
$
|
168.39
|
|
|
$
|
144.46
|
|
Fourth Quarter
|
$
|
205.72
|
|
|
$
|
161.86
|
|
|
$
|
158.99
|
|
|
$
|
125.37
|
|
|
6/26/2010
|
6/25/2011
|
6/30/2012
|
6/29/2013
|
6/28/2014
|
6/27/2015
|
Perrigo Company, plc
|
$100
|
$146
|
$201
|
$207
|
$250
|
$327
|
S&P 500
|
$100
|
$114
|
$150
|
$158
|
$190
|
$237
|
S&P Pharmaceuticals
|
$100
|
$110
|
$136
|
$157
|
$195
|
$250
|
*
|
$100 invested on June 26, 2010 in stock or index - including reinvestment of dividends. Indexes calculated on month-end basis.
|
**
|
Perrigo Company prior to December 18, 2013. Perrigo Company plc beginning December 18, 2013.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal Year
|
||||||||||||||||||
(in millions, except per share amounts)
|
2015
(1)(2)
|
|
2014
(1)(3)
|
|
2013
(1)(4)
|
|
2012
(5)
|
|
2011
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,603.9
|
|
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
|
$
|
3,173.2
|
|
|
$
|
2,755.0
|
|
Cost of sales
|
2,891.4
|
|
|
2,613.1
|
|
|
2,259.8
|
|
|
2,077.7
|
|
|
1,810.2
|
|
|||||
Gross profit
|
1,712.5
|
|
|
1,447.7
|
|
|
1,280.0
|
|
|
1,095.6
|
|
|
944.9
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Distribution
|
67.7
|
|
|
55.3
|
|
|
47.5
|
|
|
39.1
|
|
|
34.7
|
|
|||||
Research and development
|
187.8
|
|
|
152.5
|
|
|
115.2
|
|
|
105.8
|
|
|
89.3
|
|
|||||
Selling
|
319.0
|
|
|
208.6
|
|
|
186.1
|
|
|
148.3
|
|
|
132.4
|
|
|||||
Administration
|
385.2
|
|
|
411.3
|
|
|
240.2
|
|
|
224.4
|
|
|
197.3
|
|
|||||
Write-off of in-process research and development
|
—
|
|
|
6.0
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring
|
5.1
|
|
|
47.0
|
|
|
2.9
|
|
|
8.8
|
|
|
1.0
|
|
|||||
Total operating expenses
|
964.8
|
|
|
880.7
|
|
|
600.9
|
|
|
526.4
|
|
|
454.7
|
|
|||||
Operating income
|
747.7
|
|
|
567.0
|
|
|
679.1
|
|
|
569.2
|
|
|
490.2
|
|
|||||
Interest expense, net
|
146.0
|
|
|
103.5
|
|
|
65.8
|
|
|
60.7
|
|
|
42.3
|
|
|||||
Other expense (income), net
|
343.2
|
|
|
25.1
|
|
|
5.6
|
|
|
(3.5
|
)
|
|
(2.7
|
)
|
|||||
Loss on extinguishment of debt
|
10.5
|
|
|
165.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
248.0
|
|
|
272.6
|
|
|
607.7
|
|
|
512.0
|
|
|
450.5
|
|
|||||
Income tax expense
|
120.0
|
|
|
67.3
|
|
|
165.8
|
|
|
119.0
|
|
|
110.0
|
|
|||||
Income from continuing operations
|
128.0
|
|
|
205.3
|
|
|
441.9
|
|
|
393.0
|
|
|
340.6
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
(1.4
|
)
|
|||||
Net income
|
$
|
128.0
|
|
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
$
|
401.6
|
|
|
$
|
339.2
|
|
Basic earnings from continuing operations per share
|
$
|
0.92
|
|
|
$
|
1.78
|
|
|
$
|
4.71
|
|
|
$
|
4.22
|
|
|
$
|
3.69
|
|
Diluted earnings from continuing operations per share
|
$
|
0.92
|
|
|
$
|
1.77
|
|
|
$
|
4.68
|
|
|
$
|
4.18
|
|
|
$
|
3.64
|
|
Basic earnings per share
|
$
|
0.92
|
|
|
$
|
1.78
|
|
|
$
|
4.71
|
|
|
$
|
4.31
|
|
|
$
|
3.67
|
|
Diluted earnings per share
|
$
|
0.92
|
|
|
$
|
1.77
|
|
|
$
|
4.68
|
|
|
$
|
4.27
|
|
|
$
|
3.63
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
139.3
|
|
|
115.1
|
|
|
93.9
|
|
|
93.2
|
|
|
92.3
|
|
|||||
Diluted
|
139.8
|
|
|
115.6
|
|
|
94.5
|
|
|
94.1
|
|
|
93.5
|
|
|||||
Dividends declared per share
|
$
|
0.46
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
(1)
|
See
Item 7
for our Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
(2)
|
Includes the results of operations for assets acquired from Lumara Health, Inc. and the results of operations of Omega Pharma Invest N.V. and Gelcaps Exportadora de Mexico, S.A. de C.V. for the eight, three, and two months ended
June 27, 2015
, respectively.
|
(3)
|
Includes the results of operations for Elan Corporation, plc and results of operations for assets acquired from Fera Pharmaceuticals, LLC (Methazolomide) and Aspen Global Inc. for the six, five and four months ended
June 28, 2014
, respectively.
|
(4)
|
Includes the results of operations for assets acquired from Fera Pharmaceuticals, LLC, and results of operations for Velcera, Inc., Rosemont Pharmaceuticals Ltd., Cobrek Pharmaceuticals, Inc., and Sergeant's Pet Care Products, Inc. for the two weeks, and three, five, six and nine months ended
June 29, 2013
, respectively.
|
(5)
|
Includes the results of operations for Paddock and CanAm for the eleven and six months ended
June 30, 2012
, respectively.
|
(in millions)
|
June 27, 2015
|
|
June 28, 2014
(1)
|
|
June 29, 2013
(1)
|
|
June 30, 2012
(1)
|
|
June 25, 2011
(1)
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
785.6
|
|
|
$
|
799.5
|
|
|
$
|
779.9
|
|
|
$
|
602.5
|
|
|
$
|
310.1
|
|
Working capital, excluding cash
|
703.6
|
|
|
676.7
|
|
|
707.6
|
|
|
540.7
|
|
|
462.7
|
|
|||||
Property and equipment, net
|
932.4
|
|
|
779.9
|
|
|
681.4
|
|
|
578.4
|
|
|
507.3
|
|
|||||
Goodwill and other indefinite-lived intangible assets
|
7,235.0
|
|
|
3,543.8
|
|
|
1,174.1
|
|
|
820.1
|
|
|
644.9
|
|
|||||
Other intangible assets, net
|
8,105.6
|
|
|
6,787.0
|
|
|
1,157.6
|
|
|
729.3
|
|
|
567.6
|
|
|||||
Total assets
|
19,720.6
|
|
|
13,852.8
|
|
|
5,336.9
|
|
|
4,013.6
|
|
|
3,181.5
|
|
|||||
Long-term debt
|
5,305.1
|
|
|
3,204.7
|
|
|
1,955.1
|
|
|
1,358.8
|
|
|
882.3
|
|
|||||
Shareholders’ equity
|
10,662.8
|
|
|
8,693.7
|
|
|
2,332.6
|
|
|
1,852.6
|
|
|
1,531.0
|
|
(1)
|
Financial data has been retrospectively adjusted for the change in accounting policy to reclassify deferred financing fees from
Other non-current assets
to Long-term debt, as further described in
Item 8. Note 1.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND REPORTS OF OPERATIONS
|
•
|
Consumer Healthcare
(
"CHC"
), which includes our former Consumer Healthcare segment, former Nutritionals segment, and our former Israel Pharmaceuticals and Diagnostics business, which was previously reported in our “Other” segment. CHC is focused primarily on the global sale of OTC store brand products including cough, cold, and allergy products, gastrointestinal products, analgesics, Vitamins,
|
•
|
Branded Consumer Healthcare
(
"BCH"
), which consists of the newly acquired Omega business. The segment develops, manufactures, markets and distributes some of Europe's most well-known OTC brands in the natural health and VMS, cough, cold and allergy, personal care and derma-therapeutics, lifestyle, and anti-parasite categories.
|
•
|
Prescription Pharmaceuticals
(
"
Rx Pharmaceuticals
"
), which continues to include the Rx Pharmaceuticals business and develops, manufactures and markets a portfolio of generic and specialty pharmaceutical prescription drugs primarily for the U.S. and U.K. markets.
|
•
|
Specialty Sciences
: which is comprised primarily of assets focused on the treatment of multiple sclerosis (Tysabri
®
).
|
•
|
High quality;
|
•
|
Superior customer service;
|
•
|
Leading innovation;
|
•
|
Best cost; and
|
•
|
Empowered people.
|
•
|
Leadership in first-to-market product development and product life cycle management;
|
•
|
Turn-key regulatory and promotional capabilities;
|
•
|
Management of supply chain complexity and utilizing economies of scale; and
|
•
|
Quality and cost effectiveness throughout the supply chain creating a sustainable, low-cost network.
|
•
|
Since April 2015, Mylan N.V. ("Mylan") has made several unsolicited offers to purchase all of our outstanding ordinary shares, as explained in detail in
Item 1A. Risk Factors
.
|
•
|
While we have rejected Mylan's offers, Mylan continues to pursue a takeover. Mylan reiterated its proposal to acquire us in its proxy statement filed on July 28, 2015. Additionally, on July 27, 2015, Mylan announced that it will hold an extraordinary general meeting of its shareholders on August 28, 2015 in connection with its proposed acquisition of us.
|
•
|
Defending against Mylan's proposal and offers has required, and will continue to require, us to incur fees. Since the announcement of the offer we have incurred $13.4 million in related fees. See "
Cautionary Statement Regarding Forward-Looking Statements
" and
Item 1A. Risk Factors
for more information on risks involved with Mylan.
|
•
|
We realized record growth in the following areas:
|
•
|
Net sales of
$4.6 billion
primarily due to current year acquisitions and new products;
|
•
|
Gross profit percentage of
37.2%
; and
|
•
|
Operating cash flows of
$1.2 billion
.
|
•
|
We significantly expanded our geographic footprint and product portfolio through the acquisition of Omega, one of Europe's largest healthcare companies, which closed on
March 30, 2015
.
|
•
|
The Omega acquisition has provided us with a significantly larger product portfolio, increasing our SKU count to 26,600; broader global reach through access to 34 new countries; and enhanced scale. We are currently integrating Omega into our operations and plan to realize efficiencies as we bring some of their R&D and manufacturing in-house.
|
•
|
We have already begun utilizing the global platform established through the Omega acquisition, entering into an agreement to acquire a portfolio of well-established OTC brands in Europe from GlaxoSmithKline Consumer Healthcare (“GSK”) on June 2, 2015, and an agreement to acquire Naturwohl Pharma, GmbH ("Naturwohl") with its leading German dietary supplement brand, Yokebe, on July 22, 2015. Both pending acquisitions are expected to close in the third quarter of calendar year 2015.
|
•
|
Our future results will be impacted by a variety of factors related to the Omega acquisition, some of which may be material. These factors include increased net sales, operating expense, and operating cash flow. Selling expenses as a percent of sales are expected to be higher than for our legacy business given the increased advertising and sales force used to sell our BCH products. Additionally, we may incur expenses including, but not limited to, costs associated with the integration of Omega into our operations, amortization of acquired intangible assets, and restructuring charges. See "
Cautionary Statement Regarding Forward-Looking Statements
" and
Item 1A. Risk Factors
.
|
•
|
We expanded our product offerings through targeted acquisitions including:
|
•
|
The Lumara Health Inc. ("Lumara") product acquisition, which expanded our women's health offerings; and
|
•
|
The acquisition of Patheon Inc.'s Mexican operations, Gelcaps Exportadora de Mexico, S.A. de C.V., ("Gelcaps"), which provided us with gelcap manufacturing capabilities and expanded our presence in the Mexican OTC market.
|
•
|
We established a differentiated platform for international expansion through the Elan acquisition.
|
•
|
The Elan acquisition led to the creation of our new parent company, Perrigo Company plc, incorporated in Ireland. Our new corporate structure has allowed us to continue to grow in core markets and further expand outside of the U.S. with the parent company serving as a business hub and providing the scale and resources to drive our strategic initiatives and investments.
|
•
|
The acquisition also provided us with our Tysabri
®
royalty stream, enhancing our operating cash flows and diversifying our revenues. See
Item 1. Business
for more information on Tysabri
®
.
|
•
|
Due to our new corporate structure, we had a lower effective tax rate in fiscal year 2014 than in fiscal year 2013. Fiscal year 2015 would have been lower than fiscal year 2014 if not for the valuation allowance impact on deferred taxes and Omega acquisition costs. Our effective tax rate has been impacted by changes to our estimated jurisdictional mix of income. We are subject to changes in tax laws or income tax rates. See "Income Taxes" below for more information.
|
•
|
We increased our presence in the Australian market through the acquisition of a basket of OTC products from Aspen Global Inc. ("Aspen").
|
•
|
We further developed our opthalmic capabilities with the acquisition of Methazolomide from Fera Pharmaceuticals, LLC ("Fera").
|
•
|
We entered the Pet Health category with acquisitions of Velcera Inc. ("Velcera") and Sergeant's Pet Care Products, Inc. ("Sergeant's").
|
•
|
We expanded our ophthalmic offerings and position within the Rx extended topical space with the acquisition of a product portfolio from Fera.
|
•
|
We broadened our Rx pharmaceutical offerings in the U.K. through the Rosemont Pharmaceuticals Inc. ("Rosemont") acquisition.
|
•
|
We strengthened our position in foam-based technologies for our U.S. Rx products through our purchase of the controlling interest of Cobrek Pharmaceuticals Inc. ("Cobrek").
|
($ in millions)
|
Fiscal Year
|
|
Percentage Change
|
||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2014 / 2013
|
|
2015 / 2014
|
||||||||
Net sales
|
$
|
3,539.8
|
|
|
$
|
4,060.8
|
|
|
$
|
4,603.9
|
|
|
15
|
%
|
|
13
|
%
|
Gross profit
|
$
|
1,280.0
|
|
|
$
|
1,447.7
|
|
|
$
|
1,712.5
|
|
|
13
|
%
|
|
18
|
%
|
Gross profit %
|
36.2
|
%
|
|
35.7
|
%
|
|
37.2
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
600.9
|
|
|
$
|
880.7
|
|
|
$
|
964.8
|
|
|
47
|
%
|
|
10
|
%
|
Operating expenses %
|
17.0
|
%
|
|
21.7
|
%
|
|
21.0
|
%
|
|
|
|
|
|||||
Operating income
|
$
|
679.1
|
|
|
$
|
567.0
|
|
|
$
|
747.7
|
|
|
(17
|
)%
|
|
32
|
%
|
Operating income %
|
19.2
|
%
|
|
14.0
|
%
|
|
16.2
|
%
|
|
|
|
|
|||||
Interest and other, net
|
$
|
71.4
|
|
|
$
|
294.4
|
|
|
$
|
499.7
|
|
|
312
|
%
|
|
70
|
%
|
Income taxes
|
$
|
165.8
|
|
|
$
|
67.3
|
|
|
$
|
120.0
|
|
|
(59
|
)%
|
|
78
|
%
|
Net income
|
$
|
441.9
|
|
|
$
|
205.3
|
|
|
$
|
128.0
|
|
|
(54
|
)%
|
|
(38
|
)%
|
*
|
Net sales by geography is derived from the location of the entity that sells to a third party. For geographic information for fiscal years 2014 and 2013, refer to
Item 8. Note 17
. Only includes Omega activity from March 30, 2015 to
June 27, 2015
.
|
•
|
In the fourth quarter of fiscal year 2015, we acquired Patheon's Mexican operations for
$35.8 million
. The acquisition added softgel manufacturing technology to our supply chain capabilities and broadened our presence, product portfolio, and customer network in Mexico.
|
•
|
Given a branded competitor's manufacturing interruptions since the third quarter of 2010, we experienced increased demand for certain adult and pediatric analgesic products in previous fiscal years, which generally had a positive impact on the CHC segment's net sales. The branded competitor re-entered the market in fiscal year 2014 and continues to gain market position. We believe that this re-entry is largely complete. We cannot predict the extent of consumers' re-acceptance of the branded products, the extent of the branded competitor's marketing activities, or the ultimate market share this competitor will recapture.
|
•
|
We filed a breach of contract litigation against a third party that we believe wrongfully enabled a competitor against us on a new product line in the animal health category. We also had a supply agreement with this third party that expired at the end of calendar year 2014 and has not been renewed. We will continue to monitor and assess these assets for potential impairment at least annually or sooner, should further impairment indicators arise. Refer to
Item 8. Note 3
for additional information.
|
|
|||||||||||
($ in millions)
|
Fiscal Year
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Net sales
|
$
|
2,671.0
|
|
|
$
|
2,849.4
|
|
|
$
|
2,750.0
|
|
Gross profit
|
$
|
834.7
|
|
|
$
|
886.8
|
|
|
$
|
870.3
|
|
Gross profit %
|
31.2
|
%
|
|
31.1
|
%
|
|
31.6
|
%
|
|||
Operating income
|
$
|
401.8
|
|
|
$
|
413.1
|
|
|
$
|
405.6
|
|
Operating income %
|
15.0
|
%
|
|
14.5
|
%
|
|
14.7
|
%
|
•
|
A
decrease
in net sales of
$99.4 million
, or
3%
, due primarily to:
|
•
|
New product sales of
$155.2 million
related primarily to the launches of Fipronil (a generic version of Frontline
®
Plus), and certain new infant formula products;
|
•
|
Incremental net sales attributable to the Aspen and Gelcaps acquisitions of
$19.3 million
; and
|
•
|
Increased volumes of sales of smoking cessation products totaling
$46.9 million
due in part to certain national brand products not being available to consumers due to manufacturing and supply issues; more than offset by
|
•
|
A decline of
$193.8 million
in sales of existing products, primarily in contract manufacturing, as well as in sales of VMS, cough/cold, analgesics, gastrointestinal, and animal health products. The decline in contract manufacturing and analgesics was driven by a branded competitor's return to the market. The decline in VMS sales was due primarily to increased competition in the marketplace and pricing pressures;
|
•
|
Discontinued products of
$104.1 million
related primarily to animal health and nutritional products; and
|
•
|
Unfavorable foreign currency movement of
$22.7 million
.
|
•
|
A
decrease
of
$16.5 million
in gross profit due to:
|
•
|
Lower segment sales and incremental amortization expense attributable to the Aspen acquisition; offset partially by
|
•
|
Improved purchase prices and efficiencies in manufacturing facilities.
|
•
|
Partially offset by a
$9.0 million
decrease
in operating expenses due to:
|
•
|
Decreased animal health advertising expenses; offset primarily by
|
•
|
A
$10.0 million
option payment related to a collaboration agreement made in
fiscal 2015
(refer to
Item 8. Note 15
).
|
•
|
An
increase
in net sales of
$178.4 million
, or
7%
, due primarily to:
|
•
|
New product sales of
$83.4 million
;
|
•
|
Net sales attributable to the Sergeant's, Velcera, and Aspen acquisitions totaling
$57.6 million
;
|
•
|
Increased sales volumes of existing products totaling
$137.7 million
, primarily in smoking cessation, gastrointestinal, dermalogic and infant formula;
|
•
|
Favorable changes in foreign currency rates of
$2.9 million
; offset by
|
•
|
A decline of
$91.8 million
in sales of existing products, primarily in contract manufacturing due to certain national brands re-entering the retail marketplace as described above in "Significant Trends and Developments"; and
|
•
|
Discontinued products of
$16.9 million
.
|
•
|
An
increase
of
$52.1 million
in gross profit due primarily to:
|
•
|
Incrementally higher gross profit attributable to the Sergeant's, Velcera, and Aspen acquisitions;
|
•
|
Increased new product sales; and
|
•
|
Increased sales of smoking cessation, gastrointestinal, and infant formula products; offset primarily by decreased sales in contract manufacturing.
|
•
|
Partially offset by a
$40.8 million
increase
in operating expenses due to:
|
•
|
Incremental operating expenses of
$22.8 million
from the Sergeant's and Velcera acquisitions;
|
•
|
Increased R&D of
$14.5 million
due primarily to higher spending on new product development projects than in the prior year;
|
•
|
Increased distribution and selling expenses as a result of higher sales volume;
|
•
|
Higher selling expenses related to marketing insync
®
probiotic as a branded product; and
|
•
|
Unfavorable changes in foreign currency exchange rates.
|
•
|
Subsequent to year end, we agreed to acquire Naturwohl Pharma, GmbH with its leading German dietary supplement brand, Yokebe. Our acquisition of the brand continues to build on the segment's leading OTC product portfolio and European commercial infrastructure. The transaction has been unanimously approved by Boards of Directors of Perrigo and Naturwohl Pharma, and is expected to close in the third quarter of calendar year 2015.
|
•
|
In the fourth quarter we agreed to acquire a portfolio of well-established OTC brands from GlaxoSmithKline Consumer Healthcare (“GSK”), in connection with GSK’s commitments to the European Commission and other regulators to divest these businesses. The acquisition of this portfolio builds upon the global platform we established through the Omega acquisition and expands our share of the European OTC market. The transaction is expected to close in the third quarter of calendar year 2015.
|
|
|||
($ in millions)
|
Fiscal Year
(1)
|
||
|
2015
|
||
Net sales
|
$
|
401.1
|
|
Gross profit
|
$
|
190.1
|
|
Gross profit %
|
47.4
|
%
|
|
Operating income
|
$
|
26.6
|
|
Operating income %
|
6.6
|
%
|
•
|
In the second quarter of fiscal year
2015
, we acquired a portfolio of women's healthcare products from Lumara Health, Inc. for
$83.0 million
. The acquisition of this portfolio further expanded our women's healthcare product offerings.
|
($ in millions)
|
Fiscal Year
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Net sales
|
$
|
709.5
|
|
|
$
|
927.1
|
|
|
$
|
1,001.1
|
|
Gross profit
|
$
|
361.5
|
|
|
$
|
489.9
|
|
|
$
|
548.9
|
|
Gross profit %
|
51.0
|
%
|
|
52.8
|
%
|
|
54.8
|
%
|
|||
Operating income
|
$
|
263.2
|
|
|
$
|
349.8
|
|
|
$
|
373.9
|
|
Operating income %
|
37.1
|
%
|
|
37.7
|
%
|
|
37.3
|
%
|
•
|
An
increase
in net sales of
$74 million
, or
8%
, due primarily to:
|
•
|
New product sales of
$119.0 million
related primarily to the launches of Clobetasol Propionate 0.05% Spray, Tacrolimus 0.1% Ointment, and Testosterone Gel 1%; and
|
•
|
Net sales attributable to the Lumara product acquisition of
$18.1 million
; offset partially by
|
•
|
Discontinued products of
$28.5 million
;
|
•
|
Decrease in volumes of certain existing products; and
|
•
|
Unfavorable foreign exchange movement of
$3.8 million
for products manufactured in Israel.
|
•
|
An
increase
of
$59.0 million
in gross profit due primarily to:
|
•
|
Higher net sales and an improved gross profit percentage; and
|
•
|
Favorable product mix and pricing initiatives taken in the first fiscal year quarter.
|
•
|
Partially offset by a
$35.0 million
increase
in operating expenses due to:
|
•
|
An R&D payment of
$18.0 million
made in connection with an R&D contractual arrangement;
|
•
|
Increased selling and administration expense related to the specialty pharmaceuticals sales force; and
|
•
|
Higher research and development expenses resulting from planned higher spending on new product development.
|
•
|
An
increase
in net sales of
$217.6 million
, or
31%
, due primarily to:
|
•
|
New product sales of
$106.4 million
related primarily to the launches of Fenofibrate, Fluocinonide cream, Nitroglycerine spray, Repaglinide, and Azelastine nasal spray;
|
•
|
Net sales attributable to the Rosemont acquisition and Fera product acquisition totaling
$83.7 million
; and
|
•
|
Improved product mix for sales of existing products.
|
•
|
An
increase
of
$128.4 million
in gross profit due primarily to:
|
•
|
Incremental gross profit attributable to the Rosemont and Fera acquisitions;
|
•
|
Gross profit contribution from new products; and
|
•
|
Improved product mix for sales of existing products.
|
•
|
Partially offset by a
$41.8 million
increase
in operating expenses due to:
|
•
|
Incremental operating expenses from the Rosemont and Fera acquisitions of
$15.1 million
, including $3.0 million for the start up of a branded ophthalmic sales force;
|
•
|
A
$15.0 million
loss accrual related to the Texas Medicaid contingency discussed in
Item 8. Note 14
; and
|
•
|
A write-off of IPR&D acquired through the Rosemont and Paddock acquisitions totaling
$6.0 million
.
|
•
|
Biogen Inc. has stated publicly that it expects to release Phase III results of Tysabri
®
for secondary progressive multiple sclerosis within the next six months. We anticipate that if successful, this could positively impact our future royalties.
|
($ in millions)
|
Fiscal Year
|
||||||
|
2014
(1)
|
|
2015
|
||||
Net sales
|
$
|
146.7
|
|
|
$
|
344.0
|
|
Gross profit
|
$
|
(6.1
|
)
|
|
$
|
54.0
|
|
Gross profit %
|
(4.1
|
)%
|
|
15.7
|
%
|
||
Operating (loss) income
|
$
|
(68.6
|
)
|
|
$
|
36.3
|
|
Operating (loss) income %
|
(46.7
|
)%
|
|
10.6
|
%
|
•
|
An
increase
in net sales of
$197.3 million
due to:
|
•
|
Fiscal year 2015 including 12 months of royalties compared to six months in fiscal year 2014;
|
•
|
Tysabri
®
royalty percentage increasing from 12% for most of fiscal year 2014 to 18% for fiscal year 2015; offset partially by
|
•
|
A negative foreign currency impact on Biogen Inc.'s Tysabri
®
sales, which decreased our royalties by $13.0 million.
|
•
|
An
increase
in gross profit of
$60.1 million
due to:
|
•
|
The royalty percentage increase and additional months of royalties noted above and
|
•
|
Amortization expense on the intangible assets remaining flat.
|
•
|
A
decrease
of
$44.9 million
in operating expenses due to:
|
•
|
The divestiture of a product development program and
|
•
|
The absence of restructuring expense in fiscal year 2015, which totaled $38.7 million in fiscal year 2014.
|
($ in millions)
|
Fiscal Year
|
||||||||||
|
2013
|
|
2014
|
|
2015
|
||||||
Net sales
|
$
|
159.3
|
|
|
$
|
137.6
|
|
|
$
|
107.7
|
|
Gross profit
|
$
|
83.8
|
|
|
$
|
77.1
|
|
|
$
|
49.2
|
|
Gross profit %
|
52.6
|
%
|
|
56.0
|
%
|
|
45.7
|
%
|
|||
Operating income
|
$
|
48.9
|
|
|
$
|
46.1
|
|
|
$
|
26.8
|
|
Operating income %
|
30.7
|
%
|
|
33.5
|
%
|
|
24.9
|
%
|
•
|
A
decrease
in net sales of
$29.9 million
, or
22%
, due primarily to:
|
•
|
Decrease in U.S. sales of Temozolomide, which had a 180-day exclusivity period that was in effect during the first half of fiscal year 2014;
|
•
|
Competition on certain products; and
|
•
|
Unfavorable changes in foreign currency exchange rates.
|
•
|
A
decrease
of
$27.9 million
in gross profit due primarily to:
|
•
|
The decrease in the sales of existing products discussed above.
|
•
|
Partially offset by a
$8.6 million
decrease
in operating expenses due to:
|
•
|
Proactive cost controls, including headcount reduction and certain decreases in R&D spending.
|
•
|
A
decrease
in net sales of
$21.7 million
, or
14%
, due primarily to:
|
•
|
Decreased sales of existing products of
$63.6 million
due primarily to increased competition on certain products, along with lower sales related to the post-exclusivity status of a customer's generic finished dosage pharmaceutical product ("API Agreement"). Our customer launched its product with 180-day exclusivity status in the fourth quarter of fiscal year 2012; offset in part by
|
•
|
New product sales of
$39.6 million
, which relates primarily to the U.S. launch of Temozolomide; and
|
•
|
Favorable changes in foreign currency exchange rates of
$2.4 million
.
|
•
|
A
decrease
of
$6.7 million
in gross profit due primarily to:
|
•
|
Decrease in the sales of existing products discussed above;
|
•
|
Operational inefficiencies experienced during the year; offset partially by
|
•
|
Favorable contribution from the U.S. launch of Temozolomide.
|
•
|
A
decrease
of
$4.0 million
in operating expenses due primarily to:
|
•
|
Lower administrative costs driven by lower legal expenses and lower employee-related expenses.
|
Declaration Date
|
|
Record Date
|
|
Payable
|
|
Dividend Declared
|
||
|
|
|
|
|
|
|
||
Fiscal Year 2015
|
|
|
|
|
|
|
||
April 28, 2015
|
|
May 29, 2015
|
|
June 16, 2015
|
|
$
|
0.125
|
|
January 27, 2015
|
|
February 27, 2015
|
|
March 17, 2015
|
|
$
|
0.125
|
|
November 3, 2014
|
|
November 28, 2014
|
|
December 16, 2014
|
|
$
|
0.105
|
|
August 13, 2014
|
|
August 29, 2014
|
|
September 16, 2014
|
|
$
|
0.105
|
|
|
|
|
|
|
|
|
||
Fiscal Year 2014
|
|
|
|
|
|
|
||
April 28, 2014
|
|
May 30, 2014
|
|
June 17, 2014
|
|
$
|
0.105
|
|
January 29, 2014
|
|
February 28, 2014
|
|
March 18, 2014
|
|
$
|
0.105
|
|
November 6, 2013
|
|
November 29, 2013
|
|
December 17, 2013
|
|
$
|
0.090
|
|
August 14, 2013
|
|
August 30, 2013
|
|
September 17, 2013
|
|
$
|
0.090
|
|
•
|
On September 2, 2014, we offered to exchange what were previously private placement senior notes for public bonds registered with the Securities and Exchange Commission. Substantially all of the private placement senior notes have been exchanged.
|
•
|
On
December 2, 2014
, Perrigo Finance plc, our 100% owned finance subsidiary ("Perrigo Finance") issued
$500.0 million
in aggregate principal amount of
3.50%
senior notes due
2021
,
$700.0 million
in aggregate principal amount of
3.90%
senior notes due
2024
, and
$400.0 million
in aggregate principal amount of
4.90%
senior notes due
2044
(collectively, the "2014 Bonds").
|
•
|
The 2014 Bonds are fully and unconditionally guaranteed on a senior unsecured basis by Perrigo Company plc, and no other subsidiary of Perrigo Company plc guarantees the 2014 Bonds. We may redeem the 2014 Bonds at any time under the terms of the applicable indenture, subject to the payment of a make-whole premium.
|
•
|
On
December 5, 2014
, Perrigo Finance entered into a term loan agreement consisting of a
€500.0 million
(
$614.3 million
) tranche maturing December 5, 2019, and Perrigo Company plc entered into a
$300.0 million
term loan tranche maturing December 18, 2015 ("2014 Term Loan").
|
•
|
On December 5, 2014, we repaid the remaining
$895.0 million
outstanding under our 2013 Term Loan described below, then terminated it.
|
•
|
On June 24, 2015, we repaid the
$300.0 million
portion of the 2014 Term Loan.
|
•
|
On March 30, 2015, we assumed
$20.0 million
in aggregate principal amount of
6.19%
senior notes due
2016
(the "2016 Notes"),
€135.0 million
(
$147.0 million
) aggregate principal amount of
5.1045%
senior notes due
2023
,
€300.0 million
(
$326.7 million
) in aggregate principal amount of
5.125%
retail bonds due
2017
,
€180.0 million
(
$196.0 million
) in aggregate principal amount of
4.500%
retail bonds due
2017
, and
€120.0 million
(
$130.7 million
) in aggregate principal amount of
5.000%
retail bonds due
2019
(collectively, the "Retail Bonds") in connection with the Omega acquisition.
|
•
|
The fair value of the 2023 Notes and Retail Bonds
exceeded par value by
€93.6 million
(
$101.9 million
) on the date of the acquisition. As a result, a fair value adjustment was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments. The adjustment does not affect cash interest payments.
|
•
|
On May 29, 2015, we repaid the
$20.0 million
in aggregate principal amount of the 2016 Notes.
|
•
|
On
September 6, 2013
, Perrigo Company entered into a
$1.0 billion
term loan agreement (the "2013 Term Loan") consisting of a
$300.0 million
tranche maturing December 18, 2015 and a
$700.0 million
tranche maturing December 18, 2018. Both tranches were drawn in full on December 18, 2013.
|
•
|
On November 8, 2013, Perrigo Company issued
$500.0 million
in aggregate principal amount of 1.30% senior notes due 2016,
$600.0 million
in aggregate principal amount of 2.30% senior notes due 2018,
$800.0 million
in aggregate principal amount of 4.00% senior notes due 2023, and
$400.0 million
in aggregate principal amount of 5.30% senior notes due 2043 in a private placement.
|
•
|
On December 18, 2013, we repaid the remaining principal balance with accrued interest and fees of
$360.0 million
outstanding under our credit agreement dated as of October 26, 2011, then terminated the agreement.
|
•
|
On November 20, 2013, we priced a tender offer and consent solicitation with regard to our 2.95% notes which were issued pursuant to the indenture dated as of May 16, 2013. The total tender consideration was
$578.3 million
. On December 27, 2013, we redeemed the remaining notes for a total payment of
$28.5 million
. Upon completion of the redemption, the indenture was terminated.
|
•
|
On December 23, 2013, we completed the prepayment of all obligations under our private placement senior notes outstanding under the master note purchase agreement dated May 29, 2008 (the "Note Agreement") for
$1.1 billion
. Upon completion of the prepayment, the Note Agreement was terminated.
|
|
Payment Due
|
||||||||||||||||||
|
< 1 year
|
|
1-3 years
|
|
3-5 years
|
|
> 5 years
|
|
Total
|
||||||||||
Short and long-term debt
(1)
|
$
|
247.3
|
|
|
$
|
1,503.1
|
|
|
$
|
1,358.0
|
|
|
$
|
4,205.7
|
|
|
$
|
7,314.1
|
|
Capital lease obligations
|
2.6
|
|
|
2.9
|
|
|
0.8
|
|
|
—
|
|
|
6.3
|
|
|||||
Purchase obligations
(2)
|
429.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
429.9
|
|
|||||
Pending acquisition
(3)
|
223.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223.4
|
|
|||||
Operating leases
(4)
|
45.6
|
|
|
70.0
|
|
|
36.6
|
|
|
20.3
|
|
|
172.5
|
|
|||||
Other contractual liabilities reflected on the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred compensation and benefits
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
102.8
|
|
|
102.8
|
|
|||||
Other
(6)
|
42.3
|
|
|
11.7
|
|
|
9.4
|
|
|
14.3
|
|
|
77.7
|
|
|||||
Total
|
$
|
991.1
|
|
|
$
|
1,587.7
|
|
|
$
|
1,404.8
|
|
|
$
|
4,343.1
|
|
|
$
|
8,326.7
|
|
(1)
|
Short- and long-term debt includes interest payments, which were calculated using the effective interest rate at
June 27, 2015
.
|
(2)
|
Consists of commitments for both materials and services.
|
(3)
|
Purchase price of pending GSK acquisition. Excludes purchase price of the pending Naturwohl acquisition in the amount of
$145.2 million
, which was signed subsequent to June 27, 2015.
|
(4)
|
Used in normal course of business, principally for warehouse facilities and computer equipment.
|
(5)
|
Includes amounts associated with non-qualified plans related to deferred compensation, executive retention and post employment benefits. Of this amount, we have funded
$50.5 million
, which 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.
|
(6)
|
Primarily includes consulting fees related to the Mylan defense, and an electrical purchase contract, which were accrued in Other current liabilities and Other noncurrent liabilities, respectively, at
June 27, 2015
.
|
Customer-Related Accruals and Allowances
|
|||||||||||||||||||||||
|
Rx Pharmaceuticals
|
|
All Other Segments *
|
|
|
||||||||||||||||||
(in millions)
|
Chargebacks
|
|
Medicaid
Rebates |
|
Returns and Shelf Stock Allowances
|
|
Admin. Fees and Other Rebates
|
|
Rebates and Other Allowances
|
|
Total
|
||||||||||||
Balance at June 29, 2013
|
$
|
67.4
|
|
|
$
|
9.3
|
|
|
$
|
37.2
|
|
|
$
|
19.3
|
|
|
$
|
37.6
|
|
|
$
|
170.8
|
|
Balances Acquired in Business Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.1
|
|
|
17.1
|
|
||||||
Provisions / Adjustments
|
885.4
|
|
|
52.5
|
|
|
46.9
|
|
|
116.4
|
|
|
117.4
|
|
|
1,218.6
|
|
||||||
Credits / Payments
|
(804.9
|
)
|
|
(37.4
|
)
|
|
(30.5
|
)
|
|
(110.4
|
)
|
|
(105.3
|
)
|
|
(1,088.5
|
)
|
||||||
Balance at June 28, 2014
|
$
|
147.9
|
|
|
$
|
24.4
|
|
|
$
|
53.6
|
|
|
$
|
25.3
|
|
|
$
|
66.8
|
|
|
$
|
318.0
|
|
Balances Acquired in Business Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.8
|
|
|
43.8
|
|
||||||
Provisions / Adjustments
|
1,123.1
|
|
|
46.8
|
|
|
35.3
|
|
|
133.5
|
|
|
155.8
|
|
|
1,494.5
|
|
||||||
Credits / Payments
|
(1,079.6
|
)
|
|
(39.6
|
)
|
|
(26.8
|
)
|
|
(113.3
|
)
|
|
(162.1
|
)
|
|
(1,421.4
|
)
|
||||||
Balance at June 27, 2015
|
$
|
191.4
|
|
|
$
|
31.6
|
|
|
$
|
62.1
|
|
|
$
|
45.5
|
|
|
$
|
104.3
|
|
|
$
|
434.9
|
|
*
|
CHC, BCH, and Specialty Sciences
|
•
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
1
|
||
|
|
|
2
|
||
|
|
|
3
|
||
|
|
|
4
|
||
|
|
|
5
|
||
|
|
|
6
|
||
|
|
|
7
|
||
|
|
|
8
|
||
|
|
|
9
|
||
|
|
|
10
|
||
|
|
|
11
|
||
|
|
|
12
|
||
|
|
|
13
|
||
|
|
|
14
|
||
|
|
|
15
|
||
|
|
|
16
|
||
|
|
|
17
|
||
|
|
|
18
|
||
|
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
|
Fiscal Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Net sales
|
$
|
4,603.9
|
|
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
Cost of sales
|
2,891.4
|
|
|
2,613.1
|
|
|
2,259.8
|
|
|||
Gross profit
|
1,712.5
|
|
|
1,447.7
|
|
|
1,280.0
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Distribution
|
67.7
|
|
|
55.3
|
|
|
47.5
|
|
|||
Research and development
|
187.8
|
|
|
152.5
|
|
|
115.2
|
|
|||
Selling
|
319.0
|
|
|
208.6
|
|
|
186.1
|
|
|||
Administration
|
385.2
|
|
|
411.3
|
|
|
240.2
|
|
|||
Write-off of in-process research and development
|
—
|
|
|
6.0
|
|
|
9.0
|
|
|||
Restructuring
|
5.1
|
|
|
47.0
|
|
|
2.9
|
|
|||
Total operating expenses
|
964.8
|
|
|
880.7
|
|
|
600.9
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
747.7
|
|
|
567.0
|
|
|
679.1
|
|
|||
|
|
|
|
|
|
||||||
Interest expense, net
|
146.0
|
|
|
103.5
|
|
|
65.8
|
|
|||
Other expense, net
|
343.2
|
|
|
25.1
|
|
|
5.6
|
|
|||
Loss on extinguishment of debt
|
10.5
|
|
|
165.8
|
|
|
—
|
|
|||
Income before income taxes
|
248.0
|
|
|
272.6
|
|
|
607.7
|
|
|||
Income tax expense
|
120.0
|
|
|
67.3
|
|
|
165.8
|
|
|||
Net income
|
$
|
128.0
|
|
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.92
|
|
|
$
|
1.78
|
|
|
$
|
4.71
|
|
Diluted
|
$
|
0.92
|
|
|
$
|
1.77
|
|
|
$
|
4.68
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
139.3
|
|
|
115.1
|
|
|
93.9
|
|
|||
Diluted
|
139.8
|
|
|
115.6
|
|
|
94.5
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.46
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
Fiscal Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
128.0
|
|
|
$
|
205.3
|
|
|
$
|
441.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(33.5
|
)
|
|
83.8
|
|
|
26.9
|
|
|||
Change in fair value of derivative financial instruments
(1)
|
(0.2
|
)
|
|
(11.6
|
)
|
|
6.0
|
|
|||
Change in fair value of investment securities
(2)
|
(5.4
|
)
|
|
2.4
|
|
|
4.4
|
|
|||
Change in post-retirement and pension liability
(3)
|
1.9
|
|
|
(12.0
|
)
|
|
0.3
|
|
|||
Other comprehensive income (loss)
|
(37.2
|
)
|
|
62.6
|
|
|
37.6
|
|
|||
Comprehensive income
|
$
|
90.8
|
|
|
$
|
267.9
|
|
|
$
|
479.6
|
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
785.6
|
|
|
$
|
799.5
|
|
Investment securities
|
12.7
|
|
|
5.9
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $2.4 million and $2.7 million, respectively
|
1,282.1
|
|
|
935.1
|
|
||
Inventories
|
838.9
|
|
|
631.6
|
|
||
Current deferred income taxes
|
122.3
|
|
|
62.8
|
|
||
Prepaid expenses and other current assets
|
141.3
|
|
|
116.0
|
|
||
Total current assets
|
3,182.9
|
|
|
2,550.9
|
|
||
Property and equipment, net
|
932.4
|
|
|
779.9
|
|
||
Goodwill and other indefinite-lived intangible assets
|
7,235.0
|
|
|
3,543.8
|
|
||
Other intangible assets, net
|
8,105.6
|
|
|
6,787.0
|
|
||
Non-current deferred income taxes
|
39.6
|
|
|
23.6
|
|
||
Other non-current assets
|
225.1
|
|
|
167.6
|
|
||
Total non-current assets
|
16,537.7
|
|
|
11,301.9
|
|
||
Total assets
|
$
|
19,720.6
|
|
|
$
|
13,852.8
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Accounts payable
|
$
|
747.5
|
|
|
$
|
364.3
|
|
Short-term debt
|
6.4
|
|
|
2.1
|
|
||
Payroll and related taxes
|
133.9
|
|
|
112.3
|
|
||
Accrued customer programs
|
368.1
|
|
|
256.5
|
|
||
Accrued liabilities
|
246.4
|
|
|
179.4
|
|
||
Accrued income taxes
|
52.6
|
|
|
17.4
|
|
||
Current deferred income taxes
|
80.6
|
|
|
1.1
|
|
||
Current portion of long-term debt
|
58.2
|
|
|
141.6
|
|
||
Total current liabilities
|
1,693.7
|
|
|
1,074.7
|
|
||
Long-term debt, less current portion
|
5,246.9
|
|
|
3,063.1
|
|
||
Non-current deferred income taxes
|
1,745.1
|
|
|
727.9
|
|
||
Other non-current liabilities
|
372.1
|
|
|
293.4
|
|
||
Total non-current liabilities
|
7,364.1
|
|
|
4,084.4
|
|
||
Total liabilities
|
9,057.8
|
|
|
5,159.1
|
|
||
Commitments and contingencies - Note 14
|
|
|
|
||||
Preferred shares, $0.0001 par value, 10 million shares authorized
|
—
|
|
|
—
|
|
||
Ordinary shares, €0.001 par value, 10 billion shares authorized
|
8,621.9
|
|
|
6,678.2
|
|
||
Accumulated other comprehensive income
|
102.4
|
|
|
139.6
|
|
||
Retained earnings
|
1,938.3
|
|
|
1,875.1
|
|
||
Total controlling interest
|
10,662.6
|
|
|
8,692.9
|
|
||
Noncontrolling interest
|
0.2
|
|
|
0.8
|
|
||
Total shareholders’ equity
|
10,662.8
|
|
|
8,693.7
|
|
||
Total liabilities and shareholders' equity
|
$
|
19,720.6
|
|
|
$
|
13,852.8
|
|
|
|
|
|
||||
Supplemental Disclosures of Balance Sheet Information
|
|
|
|
||||
Preferred shares, issued and outstanding
|
—
|
|
|
—
|
|
||
Ordinary shares, issued and outstanding
|
146.3
|
|
|
133.8
|
|
|
Fiscal Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Cash Flows From (For) Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
128.0
|
|
|
$
|
205.3
|
|
|
$
|
441.9
|
|
Adjustments to derive cash flows
|
|
|
|
|
|
||||||
Depreciation and amortization
|
548.8
|
|
|
358.9
|
|
|
160.2
|
|
|||
Loss on acquisition-related foreign currency derivatives
|
326.4
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
31.6
|
|
|
24.6
|
|
|
18.4
|
|
|||
Loss on extinguishment of debt
|
10.5
|
|
|
165.8
|
|
|
—
|
|
|||
Non-cash restructuring charges
|
5.1
|
|
|
47.0
|
|
|
2.9
|
|
|||
Deferred income taxes
|
(16.4
|
)
|
|
(53.8
|
)
|
|
5.7
|
|
|||
Other non-cash adjustments
|
17.0
|
|
|
10.5
|
|
|
(3.4
|
)
|
|||
Subtotal
|
1,051.0
|
|
|
758.3
|
|
|
625.6
|
|
|||
Increase (decrease) in cash due to:
|
|
|
|
|
|
||||||
Accounts receivable
|
(81.7
|
)
|
|
(226.7
|
)
|
|
(37.0
|
)
|
|||
Inventories
|
10.7
|
|
|
83.0
|
|
|
(94.6
|
)
|
|||
Accounts payable
|
140.6
|
|
|
(24.9
|
)
|
|
6.5
|
|
|||
Payroll and related taxes
|
(30.2
|
)
|
|
(55.5
|
)
|
|
(11.9
|
)
|
|||
Accrued customer programs
|
69.9
|
|
|
113.1
|
|
|
12.6
|
|
|||
Accrued liabilities
|
37.3
|
|
|
23.0
|
|
|
8.4
|
|
|||
Accrued income taxes
|
17.5
|
|
|
(10.7
|
)
|
|
28.9
|
|
|||
Other
|
(16.8
|
)
|
|
33.9
|
|
|
15.3
|
|
|||
Subtotal
|
147.3
|
|
|
(64.8
|
)
|
|
(71.8
|
)
|
|||
Net cash from (for) operating activities
|
1,198.3
|
|
|
693.5
|
|
|
553.8
|
|
|||
Cash Flows (For) From Investing Activities
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
(2,181.8
|
)
|
|
(1,605.8
|
)
|
|
(852.3
|
)
|
|||
Settlement of acquisition-related foreign currency derivatives
|
(329.9
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of securities
|
—
|
|
|
81.4
|
|
|
8.6
|
|
|||
Additions to property and equipment
|
(137.0
|
)
|
|
(171.6
|
)
|
|
(104.1
|
)
|
|||
Other investing
|
1.8
|
|
|
(8.8
|
)
|
|
—
|
|
|||
Net cash for investing activities
|
(2,646.9
|
)
|
|
(1,704.8
|
)
|
|
(947.8
|
)
|
|||
Cash Flows (For) From Financing Activities
|
|
|
|
|
|
||||||
Borrowings (repayments) of short term debt, net
|
(52.5
|
)
|
|
(3.0
|
)
|
|
5.0
|
|
|||
Net proceeds from issuances of debt
|
2,504.3
|
|
|
3,293.6
|
|
|
637.3
|
|
|||
Repayments of long-term debt
|
(1,823.5
|
)
|
|
(2,035.0
|
)
|
|
(40.0
|
)
|
|||
Premium on early debt retirement
|
—
|
|
|
(133.5
|
)
|
|
—
|
|
|||
Deferred financing fees
|
(28.1
|
)
|
|
(48.8
|
)
|
|
(6.0
|
)
|
|||
Issuance of ordinary shares
|
1,043.4
|
|
|
9.8
|
|
|
10.7
|
|
|||
Equity issuance costs
|
(35.7
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends
|
(64.8
|
)
|
|
(46.1
|
)
|
|
(33.0
|
)
|
|||
Other financing
|
(19.2
|
)
|
|
(9.0
|
)
|
|
3.3
|
|
|||
Net cash from (for) financing activities
|
1,523.9
|
|
|
1,028.0
|
|
|
577.2
|
|
|||
Effect of exchange rate changes on cash
|
(89.2
|
)
|
|
2.9
|
|
|
(5.8
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(13.9
|
)
|
|
19.6
|
|
|
177.4
|
|
|||
Cash and cash equivalents, beginning of period
|
799.5
|
|
|
779.9
|
|
|
602.5
|
|
|||
Cash and cash equivalents, end of period
|
$
|
785.6
|
|
|
$
|
799.5
|
|
|
$
|
779.9
|
|
|
Ordinary Shares
Issued |
|
Accumulated
Other Comprehensive Income |
|
Retained
Earnings |
|
Total
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|||||||||||||
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
|
|
||||
Repurchase 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
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
128.0
|
|
|
128.0
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
(37.2
|
)
|
|
—
|
|
|
(37.2
|
)
|
||||
Issuance of ordinary shares under:
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity offering
|
6.8
|
|
|
1,035.0
|
|
|
—
|
|
|
—
|
|
|
1,035.0
|
|
||||
Omega acquisition
|
5.4
|
|
|
904.9
|
|
|
—
|
|
|
—
|
|
|
904.9
|
|
||||
Stock options
|
0.2
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
||||
Restricted stock plan
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Compensation for stock options
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||
Compensation for restricted stock
|
—
|
|
|
24.7
|
|
|
—
|
|
|
—
|
|
|
24.7
|
|
||||
Cash dividends, $0.46 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(64.8
|
)
|
|
(64.8
|
)
|
||||
Tax effect from stock transactions
|
—
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
||||
Shares withheld for payment of employee's withholding tax liability
|
(0.1
|
)
|
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
||||
Equity issuance costs
|
—
|
|
|
(35.7
|
)
|
|
—
|
|
|
—
|
|
|
(35.7
|
)
|
||||
Balance at June 27, 2015
|
146.3
|
|
|
$
|
8,621.9
|
|
|
$
|
102.4
|
|
|
$
|
1,938.3
|
|
|
$
|
10,662.6
|
|
a.
|
General Information
|
•
|
Consumer Healthcare
(
"CHC"
), which includes our former Consumer Healthcare segment, former Nutritionals segment, and our former Israel Pharmaceuticals and Diagnostics business, which was previously reported in our “Other” segment;
|
•
|
Branded Consumer Healthcare
(
"BCH"
), which consists of the newly acquired Omega business;
|
•
|
Prescription Pharmaceuticals
(
"
Rx Pharmaceuticals
"
), which continues to include the Rx Pharmaceuticals business;
|
•
|
Specialty Sciences
, which is comprised primarily of assets focused on the treatment of multiple sclerosis(Tysabri
®
).
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Land
|
$
|
48.7
|
|
|
$
|
36.1
|
|
Buildings
|
528.3
|
|
|
430.3
|
|
||
Machinery and equipment
|
1,094.0
|
|
|
1,001.4
|
|
||
Gross property and equipment
|
1,671.0
|
|
|
1,467.8
|
|
||
Less accumulated depreciation
|
(738.6
|
)
|
|
(687.9
|
)
|
||
Property and equipment, net
|
$
|
932.4
|
|
|
$
|
779.9
|
|
•
|
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. We typically use this method 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. We typically use this method for valuing intangible assets such as developed product technology, customer relationships, product formulations and IPR&D.
|
Recently Issued Accounting Standards Not Yet Adopted
|
||||||
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity
|
|
These amendments raise the threshold for a disposal to qualify as a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not currently meet the definition of a discontinued operation. Additional disclosures will include an entity's continuing involvement with a discontinued operation following the disposal date and retained equity method investments in a discontinued operation.
|
|
July 1, 2015
|
|
Adoption of this guidance will not have a material effect on our Consolidated Results of Operations or financial condition.
|
|
|
|
|
|
|
|
Revenue from Contracts with Customers
|
|
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. This guidance allows for two adoption methods, full retrospective approach or modified retrospective approach.
|
|
January 1, 2018
|
|
We are currently evaluating the possible adoption methodologies and the implications of adoption on our consolidated financial statements.
|
Perrigo ordinary shares issued
|
|
5.4
|
|
|
Perrigo share price at transaction close on March 30, 2015
|
|
$
|
167.64
|
|
Total value of Perrigo ordinary shares issued
|
|
$
|
904.9
|
|
Cash consideration
|
|
2,078.3
|
|
|
Total consideration
|
|
$
|
2,983.2
|
|
|
|
Fiscal Year
|
||
Line item
|
|
2015
|
||
Administration
|
|
$
|
29.7
|
|
Interest expense, net
|
|
23.7
|
|
|
Other expense, net
|
|
324.0
|
|
|
Loss on extinguishment of debt
|
|
9.6
|
|
|
Total acquisition-related costs
|
|
$
|
387.0
|
|
|
Omega *
|
|
All Other
(1)*
|
||||
Total purchase consideration
|
$
|
2,983.2
|
|
|
$
|
118.8
|
|
Assets acquired:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14.7
|
|
|
$
|
4.6
|
|
Accounts receivable
|
264.7
|
|
|
11.4
|
|
||
Inventories
|
214.4
|
|
|
8.7
|
|
||
Current net deferred tax assets
|
6.4
|
|
|
0.6
|
|
||
Prepaid expenses and other current assets
|
39.2
|
|
|
2.7
|
|
||
Property and equipment
|
121.2
|
|
|
6.1
|
|
||
Goodwill
|
1,513.1
|
|
|
4.8
|
|
||
Intangible assets:
|
|
|
|
||||
Trademarks, trade names and brands
|
2,427.2
|
|
|
4.4
|
|
||
Customer relationships and distribution networks
|
1,342.7
|
|
|
6.6
|
|
||
Formulations
|
—
|
|
|
82.0
|
|
||
Developed product technology
|
32.7
|
|
|
—
|
|
||
Other intangible assets
|
3,802.6
|
|
|
93.0
|
|
||
Other non-current assets
|
2.4
|
|
|
0.4
|
|
||
Total assets
|
5,978.7
|
|
|
132.3
|
|
||
Liabilities assumed:
|
|
|
|
||||
Accounts payable
|
243.1
|
|
|
4.6
|
|
||
Short-term debt
|
24.6
|
|
|
—
|
|
||
Accrued liabilities
|
44.5
|
|
|
5.5
|
|
||
Payroll and related taxes
|
51.3
|
|
|
—
|
|
||
Accrued customer programs
|
39.8
|
|
|
—
|
|
||
Long-term debt
|
1,471.0
|
|
|
—
|
|
||
Non-current net deferred income tax liabilities
|
1,038.7
|
|
|
3.3
|
|
||
Other non-current liabilities
|
82.5
|
|
|
0.1
|
|
||
Total liabilities
|
2,995.5
|
|
|
13.5
|
|
||
Net assets acquired
|
$
|
2,983.2
|
|
|
$
|
118.8
|
|
(1)
|
Includes opening balance sheets for the Gelcaps acquisition and Lumara product acquisition.
|
*
|
Omega and Gelcaps opening balance sheets are preliminary.
|
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
|
|
|
|
Fiscal Year
|
||
Line item
|
|
2014
|
||
Administration expense
|
|
$
|
108.9
|
|
Interest, net
|
|
10.0
|
|
|
Other expense, net
|
|
0.2
|
|
|
Loss on extinguishment of debt
|
|
165.8
|
|
|
Total acquisition-related costs
|
|
$
|
284.9
|
|
Segment
|
|
Goodwill
|
||
CHC
|
|
$
|
1,287.4
|
|
Rx Pharmaceuticals
|
|
845.1
|
|
|
Specialty Sciences
|
|
200.6
|
|
|
Total
|
|
$
|
2,333.1
|
|
|
Elan
|
|
All Other
(1)
|
||||
Purchase price paid
|
$
|
9,451.9
|
|
|
$
|
71.0
|
|
Contingent consideration
|
—
|
|
|
0.8
|
|
||
Total purchase consideration
|
$
|
9,451.9
|
|
|
$
|
71.8
|
|
Assets acquired:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,807.3
|
|
|
$
|
—
|
|
Investment securities
|
100.0
|
|
|
—
|
|
||
Accounts receivable
|
44.2
|
|
|
—
|
|
||
Inventories
|
—
|
|
|
3.0
|
|
||
Prepaid expenses and other current assets
|
27.1
|
|
|
—
|
|
||
Property and equipment
|
9.2
|
|
|
—
|
|
||
Goodwill
|
2,333.1
|
|
|
4.6
|
|
||
Intangible assets:
|
|
|
|
||||
Trademarks, trade names and brands
|
—
|
|
|
34.8
|
|
||
Customer relationships
|
—
|
|
|
9.8
|
|
||
Non-competition agreements
|
—
|
|
|
1.8
|
|
||
Distribution and license agreements
|
5,811.0
|
|
|
17.8
|
|
||
Other intangible assets, net
|
5,811.0
|
|
|
64.2
|
|
||
Other non-current assets
|
93.4
|
|
|
—
|
|
||
Total assets
|
10,225.3
|
|
|
71.8
|
|
||
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
|
$
|
9,451.9
|
|
|
$
|
71.8
|
|
(1)
|
Includes opening balance sheet of the Aspen and Fera (Methazolomide) product acquisitions.
|
(Unaudited)
|
Fiscal 2015
|
|
Fiscal 2014
|
||||
Net sales
|
$
|
5,671.3
|
|
|
$
|
5,816.3
|
|
Net income
|
$
|
122.5
|
|
|
$
|
212.8
|
|
|
Sergeant's
|
|
Rosemont
|
|
Velcera
|
|
All Other
(1)
|
||||||||
Purchase price paid
|
$
|
285.0
|
|
|
$
|
282.9
|
|
|
$
|
175.1
|
|
|
$
|
139.9
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
||||
Total purchase consideration
|
$
|
285.0
|
|
|
$
|
282.9
|
|
|
$
|
175.1
|
|
|
$
|
162.1
|
|
|
|
|
|
|
|
|
|
||||||||
Assets acquired:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
18.9
|
|
|
$
|
—
|
|
Accounts receivable
|
19.7
|
|
|
10.6
|
|
|
6.3
|
|
|
—
|
|
||||
Inventories
|
37.7
|
|
|
9.6
|
|
|
9.7
|
|
|
1.3
|
|
||||
Property and equipment
|
25.4
|
|
|
13.1
|
|
|
0.6
|
|
|
—
|
|
||||
Goodwill
|
80.2
|
|
|
147.0
|
|
|
62.5
|
|
|
18.1
|
|
||||
Intangible assets:
|
|
|
|
|
|
|
|
||||||||
Developed product technology
|
66.1
|
|
|
114.6
|
|
|
—
|
|
|
158.1
|
|
||||
Distribution and license agreements
|
1.3
|
|
|
3.6
|
|
|
116.0
|
|
|
—
|
|
||||
Customer relationships
|
10.0
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
||||
Trademarks, trade names and brands
|
33.0
|
|
|
17.3
|
|
|
7.6
|
|
|
—
|
|
||||
Non-competition agreements
|
—
|
|
|
1.5
|
|
|
3.0
|
|
|
—
|
|
||||
IPR&D
|
—
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
||||
Favorable supply agreement
|
25.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Intangible assets
|
135.4
|
|
|
148.2
|
|
|
135.3
|
|
|
158.1
|
|
||||
Deferred tax assets
|
1.5
|
|
|
0.2
|
|
|
7.9
|
|
|
3.6
|
|
||||
Other non-current assets
|
3.0
|
|
|
0.8
|
|
|
0.4
|
|
|
0.3
|
|
||||
Total assets
|
302.9
|
|
|
331.6
|
|
|
241.6
|
|
|
181.4
|
|
||||
Liabilities assumed:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
13.7
|
|
|
2.6
|
|
|
6.5
|
|
|
—
|
|
||||
Accrued liabilities
|
4.2
|
|
|
7.6
|
|
|
4.8
|
|
|
0.5
|
|
||||
Deferred tax liabilities
|
—
|
|
|
36.0
|
|
|
48.2
|
|
|
18.8
|
|
||||
Other non-current liabilities
|
—
|
|
|
2.5
|
|
|
7.0
|
|
|
—
|
|
||||
Total liabilities
|
17.9
|
|
|
48.7
|
|
|
66.5
|
|
|
19.3
|
|
||||
Net assets acquired
|
$
|
285.0
|
|
|
$
|
282.9
|
|
|
$
|
175.1
|
|
|
$
|
162.1
|
|
(1)
|
Includes opening balance sheet of the Cobrek acquisition and Fera product acquisition.
|
|
CHC
|
|
BCH
|
|
Rx Pharma-
ceuticals |
|
Specialty Sciences
|
|
Other
|
|
Total
|
||||||||||||
Balance at June 29, 2013
|
$
|
611.6
|
|
|
$
|
—
|
|
|
$
|
385.4
|
|
|
$
|
—
|
|
|
$
|
92.2
|
|
|
$
|
1,089.2
|
|
Business acquisitions
|
1,297.2
|
|
|
—
|
|
|
851.0
|
|
|
201.8
|
|
|
—
|
|
|
2,350.0
|
|
||||||
Currency translation adjustment
|
7.6
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
|
5.4
|
|
|
34.9
|
|
||||||
Balance at June 28, 2014
|
1,916.4
|
|
|
—
|
|
|
1,258.3
|
|
|
201.8
|
|
|
97.6
|
|
|
3,474.1
|
|
||||||
Business acquisitions
|
4.8
|
|
|
1,513.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,517.9
|
|
||||||
Impairments
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
||||||
Currency translation adjustment
|
(9.7
|
)
|
|
38.8
|
|
|
(20.0
|
)
|
|
—
|
|
|
(9.4
|
)
|
|
(0.3
|
)
|
||||||
Purchase accounting adjustments
|
(7.2
|
)
|
|
—
|
|
|
(4.7
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(13.0
|
)
|
||||||
Balance at June 27, 2015
|
$
|
1,897.5
|
|
|
$
|
1,551.9
|
|
|
$
|
1,233.6
|
|
|
$
|
200.7
|
|
|
$
|
88.2
|
|
|
$
|
4,971.9
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Gross
|
|
Accumulated
Amortization
|
||||||||
Amortizable intangibles
:
|
|
|
|
|
|
|
|
||||||||
Distribution and license agreements
|
$
|
6,029.9
|
|
|
$
|
502.3
|
|
|
$
|
6,027.3
|
|
|
$
|
192.1
|
|
Developed product technology/formulation and product rights
|
1,025.3
|
|
|
383.1
|
|
|
931.7
|
|
|
302.5
|
|
||||
Customer relationships and distribution networks
|
1,749.9
|
|
|
146.2
|
|
|
372.0
|
|
|
97.5
|
|
||||
Trademarks, trade names and brands
|
340.8
|
|
|
11.5
|
|
|
47.8
|
|
|
5.6
|
|
||||
Non-compete agreements
|
14.7
|
|
|
11.9
|
|
|
15.3
|
|
|
9.4
|
|
||||
Total amortizable intangibles
|
$
|
9,160.6
|
|
|
$
|
1,055.0
|
|
|
$
|
7,394.1
|
|
|
$
|
607.1
|
|
Non-amortizable intangibles
:
|
|
|
|
|
|
|
|
||||||||
Trademarks, trade names and brands
|
$
|
2,257.3
|
|
|
$
|
—
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
In-process research and development
|
5.8
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
||||
Total non-amortizable intangibles
|
2,263.1
|
|
|
—
|
|
|
69.7
|
|
|
—
|
|
||||
Total other intangible assets
|
$
|
11,423.7
|
|
|
$
|
1,055.0
|
|
|
$
|
7,463.8
|
|
|
$
|
607.1
|
|
Amortizable Intangible Asset Category
|
|
Weighted-Average Useful Life (Years)
|
Distribution and license agreements
|
|
20
|
Developed product technology/formulation and product rights
|
|
12
|
Customer relationships and distribution networks
|
|
20
|
Trademarks, trade names and brands
|
|
19
|
Non-compete agreements
|
|
2
|
Time Period
|
|
Amount
|
||
< 1 year
|
|
$
|
589.1
|
|
1-2 years
|
|
582.7
|
|
|
2-3 years
|
|
569.3
|
|
|
3-4 years
|
|
551.8
|
|
|
4-5 years
|
|
521.6
|
|
|
> 5 years
|
|
5,291.1
|
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Finished goods
|
$
|
468.9
|
|
|
$
|
307.0
|
|
Work in process
|
158.2
|
|
|
146.7
|
|
||
Raw materials
|
211.8
|
|
|
177.9
|
|
||
Total inventories
|
$
|
838.9
|
|
|
$
|
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.
|
|
June 27, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
$
|
12.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.7
|
|
Foreign currency forward contracts
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
||||
Funds associated with Israeli post-employment benefits
|
—
|
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
||||
Total assets
|
$
|
12.7
|
|
|
$
|
29.7
|
|
|
$
|
—
|
|
|
$
|
42.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
|
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
|
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Contingent Consideration
|
|
|
|
||||
Beginning balance:
|
$
|
17.4
|
|
|
$
|
22.2
|
|
Net realized losses
|
0.9
|
|
|
1.1
|
|
||
Purchases or additions
|
—
|
|
|
0.8
|
|
||
Settlements
|
(18.3
|
)
|
|
(6.7
|
)
|
||
Ending balance:
|
$
|
—
|
|
|
$
|
17.4
|
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Net unrealized investment gains (losses):
|
|
|
|
||||
Equity securities, at cost less impairments
|
$
|
17.1
|
|
|
$
|
17.1
|
|
Gross unrealized gains
|
5.7
|
|
|
3.8
|
|
||
Gross unrealized losses
|
(10.1
|
)
|
|
(0.2
|
)
|
||
Estimated fair value of equity securities
|
$
|
12.7
|
|
|
$
|
20.7
|
|
|
Asset Derivatives
|
||||||||
|
|
|
Fair Value
|
||||||
|
Balance Sheet Location
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
3.3
|
|
|
$
|
2.8
|
|
Total designated derivatives
|
|
|
$
|
3.3
|
|
|
$
|
2.8
|
|
Non-designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
9.1
|
|
|
$
|
0.3
|
|
Total non-designated derivatives
|
|
|
$
|
9.1
|
|
|
$
|
0.3
|
|
|
Liability Derivatives
|
||||||||
|
|
|
Fair Value
|
||||||
|
Balance Sheet Location
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued liabilities
|
|
$
|
2.0
|
|
|
$
|
0.7
|
|
Interest rate swap agreements
|
Other non-current liabilities
|
|
—
|
|
|
8.3
|
|
||
Total designated derivatives
|
|
|
$
|
2.0
|
|
|
$
|
9.0
|
|
Non-designated derivatives:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued liabilities
|
|
$
|
2.6
|
|
|
$
|
0.1
|
|
Total non-designated derivatives
|
|
|
$
|
2.6
|
|
|
$
|
0.1
|
|
|
|
Amount of Gain/(Loss) Recorded in OCI
(Effective Portion) |
||||||
Designated Cash Flow Hedges
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Treasury locks
|
|
$
|
(2.7
|
)
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
(10.1
|
)
|
|
7.2
|
|
||
Foreign currency forward contracts
|
|
(7.7
|
)
|
|
15.1
|
|
||
|
|
$
|
(20.5
|
)
|
|
$
|
22.3
|
|
|
|
|
|
Amount of Gain/(Loss) Reclassified from AOCI to Income
(Effective Portion) |
||||||
Designated Cash Flow Hedges
|
|
Income Statement Location
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Treasury locks
|
|
Interest expense, net
|
|
$
|
(0.1
|
)
|
|
$
|
0.2
|
|
Interest rate swap agreements
|
|
Interest expense, net
|
|
(16.4
|
)
|
|
3.9
|
|
||
Foreign currency forward contracts
|
|
Net sales
|
|
2.0
|
|
|
(2.5
|
)
|
||
|
|
Cost of sales
|
|
(4.2
|
)
|
|
(6.3
|
)
|
||
|
|
Interest expense, net
|
|
—
|
|
|
(0.2
|
)
|
||
|
|
Other expense, net
|
|
(4.5
|
)
|
|
(2.2
|
)
|
||
|
|
|
|
$
|
(23.2
|
)
|
|
$
|
(7.1
|
)
|
|
|
|
|
Amount of Gain/(Loss) Recognized in Income
(Ineffective Portion) |
||||||
Designated Cash Flow Hedges
|
|
Income Statement Location
|
|
June 27,
2015 |
|
June 28,
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
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||
|
|
Cost of sales
|
|
0.2
|
|
|
0.3
|
|
||
Total
|
|
|
|
$
|
(1.0
|
)
|
|
$
|
(2.9
|
)
|
|
|
|
|
Amount of Gain/(Loss) Recognized in Income
|
||||||
Designated Fair Value Hedges
|
|
Income Statement Location
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Interest rate swap agreements
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Fixed-rate debt
|
|
Other expense, net
|
|
—
|
|
|
(4.1
|
)
|
||
Net hedge
|
|
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
|
|
|
|
Amount of Gain/(Loss) Recognized in Income
|
||||||
Non-Designated Derivatives
|
|
Income Statement Location
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Foreign currency forward contracts
|
|
Other expense, net
|
|
$
|
(295.4
|
)
|
|
$
|
(0.1
|
)
|
|
|
Interest expense, net
|
|
(3.4
|
)
|
|
—
|
|
||
Foreign exchange option contracts
|
|
Other expense, net
|
|
(26.4
|
)
|
|
—
|
|
||
Total
|
|
|
|
$
|
(325.2
|
)
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Short term debt
|
|
|
$
|
6.4
|
|
|
$
|
2.1
|
|
||
Term loans
|
|
|
|
|
|
||||||
|
2013 Term loan due December 18, 2015
|
—
|
|
|
300.0
|
|
|||||
|
2013 Term loan due December 18, 2018
|
—
|
|
|
630.0
|
|
|||||
*
|
2014 Term loan due December 5, 2019
|
530.5
|
|
|
—
|
|
|||||
|
Total term loans
|
|
|
530.5
|
|
|
930.0
|
|
|||
Public bonds
|
|
|
|
|
|
||||||
|
Coupon
|
Due
|
|
|
|
|
|
||||
|
1.300%
|
November 8, 2016
|
(2)
|
|
500.0
|
|
|
500.0
|
|
||
*
|
4.500%
|
May 23, 2017
|
(3)
|
|
201.0
|
|
|
—
|
|
||
*
|
5.125%
|
December 12, 2017
|
(3)
|
|
335.0
|
|
|
—
|
|
||
|
2.300%
|
November 8, 2018
|
(2)
|
|
600.0
|
|
|
600.0
|
|
||
*
|
5.000%
|
May 23, 2019
|
(3)
|
|
134.1
|
|
|
—
|
|
||
|
3.500%
|
December 15, 2021
|
(1)
|
|
500.0
|
|
|
—
|
|
||
*
|
5.105%
|
July 19, 2023
|
(3)
|
|
150.8
|
|
|
—
|
|
||
|
4.000%
|
November 15, 2023
|
(2)
|
|
800.0
|
|
|
800.0
|
|
||
|
3.900%
|
December 15, 2024
|
(1)
|
|
700.0
|
|
|
—
|
|
||
|
5.300%
|
November 15, 2043
|
(2)
|
|
400.0
|
|
|
400.0
|
|
||
|
4.900%
|
December 15, 2044
|
(1)
|
|
400.0
|
|
|
—
|
|
||
|
Total public bonds
|
|
|
4,720.9
|
|
|
2,300.0
|
|
|||
Other financing
|
6.6
|
|
|
8.1
|
|
||||||
Unamortized premium (discount), net
|
87.5
|
|
|
(6.0
|
)
|
||||||
Deferred financing fees
|
(40.5
|
)
|
|
(27.4
|
)
|
||||||
Total borrowings outstanding
|
5,311.4
|
|
|
3,206.8
|
|
||||||
|
Less short-term debt and current portion of long-term debt
|
(64.6
|
)
|
|
(143.7
|
)
|
|||||
Total long-term debt less current portion
|
$
|
5,246.8
|
|
|
$
|
3,063.1
|
|
(1)
|
Public bonds issued on December 2, 2014, discussed below collectively as the "2014 Bonds."
|
(2)
|
Private placement unsecured senior notes with registration rights as of June 28, 2014 and public bonds as of October 1, 2014, discussed below collectively as the "2013 Bonds."
|
(3)
|
Debt assumed from Omega.
|
*
|
Debt denominated in euros subject to fluctuations in the euro to U.S. dollar exchange rate.
|
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
|
|
Payment Due
|
|
Amount
|
||
< 1 year
|
|
$
|
65.0
|
|
1-2 years
|
|
758.5
|
|
|
2-3 years
|
|
399.1
|
|
|
3-4 years
|
|
811.3
|
|
|
4-5 years
|
|
279.5
|
|
|
> 5 years
|
|
2,950.8
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
128.0
|
|
|
$
|
205.3
|
|
|
$
|
441.9
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding for basic EPS
|
139.3
|
|
|
115.1
|
|
|
93.9
|
|
|||
Dilutive effect of share-based awards
|
0.5
|
|
|
0.5
|
|
|
0.6
|
|
|||
Weighted average shares outstanding for diluted EPS
|
139.8
|
|
|
115.6
|
|
|
94.5
|
|
|||
|
|
|
|
|
|
||||||
Anti-dilutive share-based awards excluded from computation of diluted EPS
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
Fiscal Year Ended June 27, 2015
|
|||||||||||
|
Number of
Options
|
|
Weighted-Average
Exercise
Price Per Share
|
|
Weighted-
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Beginning options outstanding
|
850
|
|
|
$
|
77.26
|
|
|
|
|
|
||
Granted
|
181
|
|
|
$
|
147.75
|
|
|
|
|
|
||
Exercised
|
(170
|
)
|
|
$
|
49.26
|
|
|
|
|
|
||
Forfeited or expired
|
(4
|
)
|
|
$
|
128.76
|
|
|
|
|
|
||
Ending options outstanding
|
857
|
|
|
$
|
97.49
|
|
|
6.6
|
|
$
|
79.8
|
|
|
|
|
|
|
|
|
|
|||||
Options exercisable
|
515
|
|
|
$
|
74.16
|
|
|
5.4
|
|
$
|
59.9
|
|
Options expected to vest
|
334
|
|
|
$
|
132.47
|
|
|
8.4
|
|
$
|
19.4
|
|
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Dividend yield
|
0.3
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
Volatility, as a percent
|
27.1
|
%
|
|
32.7
|
%
|
|
34.9
|
%
|
Risk-free interest rate
|
1.7
|
%
|
|
1.8
|
%
|
|
0.8
|
%
|
Expected life in years
|
5.3
|
|
|
5.3
|
|
|
5.4
|
|
|
Fiscal Year Ended June 27, 2015
|
|||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value Per Share
|
|
Weighted-
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Beginning non-vested restricted shares outstanding
|
9
|
|
|
$
|
100.84
|
|
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Vested
|
(9
|
)
|
|
$
|
100.84
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Ending non-vested restricted shares outstanding
|
—
|
|
|
$
|
—
|
|
|
0.0
|
|
$
|
—
|
|
|
Fiscal Year Ended June 27, 2015
|
|||||||||||
|
Number of
Non-vested
Service-
Based
Share Units
|
|
Weighted-
Average
Grant Date
Fair Value Per Share
|
|
Weighted-
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Beginning non-vested service-based share units outstanding
|
247
|
|
|
$
|
112.89
|
|
|
|
|
|
||
Granted
|
135
|
|
|
$
|
153.99
|
|
|
|
|
|
||
Vested
|
(91
|
)
|
|
$
|
99.54
|
|
|
|
|
|
||
Forfeited
|
(8
|
)
|
|
$
|
126.13
|
|
|
|
|
|
||
Ending non-vested service-based share units outstanding
|
283
|
|
|
$
|
136.48
|
|
|
1.2
|
|
$
|
53.9
|
|
|
Fiscal Year Ended June 27, 2015
|
|||||||||||
|
Number of
Performance-
Based
Share Units
|
|
Weighted-
Average
Grant
Date Fair
Value Per Share
|
|
Weighted-
Average
Remaining
Term in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Beginning non-vested performance-based share units outstanding
|
182
|
|
|
$
|
109.63
|
|
|
|
|
|
||
Granted
|
106
|
|
|
$
|
150.14
|
|
|
|
|
|
||
Vested
|
(56
|
)
|
|
$
|
91.14
|
|
|
|
|
|
||
Forfeited
|
(3
|
)
|
|
$
|
126.96
|
|
|
|
|
|
||
Ending non-vested performance-based share units outstanding
|
229
|
|
|
$
|
129.77
|
|
|
1.38
|
|
$
|
43.6
|
|
|
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 at 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 (loss)
|
(11.6
|
)
|
|
83.8
|
|
|
2.4
|
|
|
(12.0
|
)
|
|
62.6
|
|
|||||
Balance at June 28, 2014
|
(16.1
|
)
|
|
164.4
|
|
|
2.4
|
|
|
(11.1
|
)
|
|
139.6
|
|
|||||
OCI before reclassifications
|
(15.1
|
)
|
|
(33.5
|
)
|
|
(5.4
|
)
|
|
1.9
|
|
|
(52.1
|
)
|
|||||
Amounts reclassified from AOCI
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|||||
Other comprehensive income (loss)
|
(0.2
|
)
|
|
(33.5
|
)
|
|
(5.4
|
)
|
|
1.9
|
|
|
(37.2
|
)
|
|||||
Balance at June 27, 2015
|
$
|
(16.3
|
)
|
|
$
|
130.9
|
|
|
$
|
(3.0
|
)
|
|
$
|
(9.2
|
)
|
|
$
|
102.4
|
|
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Pre-tax income (loss):
|
|
|
|
|
|
|||
Ireland
|
(821.2
|
)
|
|
(369.3
|
)
|
|
—
|
|
Other
|
1,069.2
|
|
|
641.9
|
|
|
607.7
|
|
Total
|
248.0
|
|
|
272.6
|
|
|
607.7
|
|
Provision for income taxes:
|
|
|
|
|
|
|||
Current:
|
|
|
|
|
|
|||
Ireland
|
(2.0
|
)
|
|
2.2
|
|
|
—
|
|
United States - Federal
|
77.0
|
|
|
44.0
|
|
|
125.0
|
|
United States - State
|
6.9
|
|
|
9.3
|
|
|
10.7
|
|
Other Foreign
|
54.1
|
|
|
49.1
|
|
|
24.3
|
|
Subtotal
|
136.0
|
|
|
104.6
|
|
|
160.1
|
|
Deferred (credit):
|
|
|
|
|
|
|||
Ireland
|
7.5
|
|
|
(24.2
|
)
|
|
—
|
|
United States - Federal
|
(17.5
|
)
|
|
7.8
|
|
|
16.6
|
|
United States - State
|
(0.8
|
)
|
|
(5.8
|
)
|
|
—
|
|
Other Foreign
|
(5.2
|
)
|
|
(15.1
|
)
|
|
(10.9
|
)
|
Subtotal
|
(16.0
|
)
|
|
(37.3
|
)
|
|
5.7
|
|
Total
|
120.0
|
|
|
67.3
|
|
|
165.8
|
|
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|||
Provision at statutory rate
|
12.5
|
%
|
|
12.5
|
%
|
|
35.0
|
%
|
Ireland tax on non-trading differences
|
(10.3
|
)
|
|
2.8
|
|
|
—
|
|
Expenses not deductible for tax purposes/ deductions not expensed for book, net
|
15.5
|
|
|
12.1
|
|
|
(0.6
|
)
|
U.S. Operations:
|
|
|
|
|
|
|||
State income taxes, net of federal benefit
|
(1.0
|
)
|
|
(0.2
|
)
|
|
1.1
|
|
Foreign tax credit
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
Research and development credit
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
Other
|
5.6
|
|
|
(0.8
|
)
|
|
(1.0
|
)
|
Other foreign differences (earnings taxed at other than applicable statutory rate)
|
(16.6
|
)
|
|
(16.0
|
)
|
|
(8.7
|
)
|
Worldwide operations:
|
|
|
|
|
|
|||
Valuation allowance changes
|
25.0
|
|
|
2.9
|
|
|
—
|
|
Audit impacts
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
Change in unrecognized taxes
|
18.5
|
|
|
15.0
|
|
|
3.3
|
|
Rate change impacts
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
Effective income tax rate
|
48.4
|
%
|
|
24.7
|
%
|
|
27.3
|
%
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Deferred income tax asset (liability):
|
|
|
|
||||
Depreciation and amortization
|
$
|
(1,889.0
|
)
|
|
$
|
(982.6
|
)
|
Inventory basis differences
|
30.2
|
|
|
43.9
|
|
||
Accrued liabilities
|
67.2
|
|
|
84.3
|
|
||
Allowance for doubtful accounts
|
0.9
|
|
|
0.9
|
|
||
Research and development
|
62.8
|
|
|
3.7
|
|
||
Loss carryforwards
|
502.4
|
|
|
300.4
|
|
||
Share-based compensation
|
14.3
|
|
|
14.3
|
|
||
Foreign tax credit
|
10.6
|
|
|
10.6
|
|
||
Federal benefit of unrecognized tax positions
|
26.3
|
|
|
20.7
|
|
||
Other, net
|
29.7
|
|
|
59.6
|
|
||
Subtotal
|
(1,144.6
|
)
|
|
(444.2
|
)
|
||
Valuation allowance for loss and credit carryforwards
|
(519.2
|
)
|
|
(198.4
|
)
|
||
Net deferred income tax asset (liability):
|
$
|
(1,663.8
|
)
|
|
$
|
(642.6
|
)
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Assets
|
$
|
161.9
|
|
|
$
|
86.4
|
|
Liabilities
|
(1,825.7
|
)
|
|
(729.0
|
)
|
||
Net deferred income tax (liability) asset
|
$
|
(1,663.8
|
)
|
|
$
|
(642.6
|
)
|
|
Unrecognized
Tax Benefits
|
||
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
|
|
|
Additions:
|
|
||
Positions related to the current year
|
38.9
|
|
|
Positions related to prior years
|
122.7
|
|
|
Reductions:
|
|
||
Positions related to the current year
|
—
|
|
|
Positions related to prior years
|
—
|
|
|
Settlements with taxing authorities
|
(1.4
|
)
|
|
Lapse of statutes of limitation
|
(1.7
|
)
|
|
Balance at June 27, 2015
|
$
|
318.6
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
Fiscal Year
|
||||||||||||||
|
2015 *
|
|
2014 **
|
|
2015 *
|
|
2014
|
||||||||
Projected benefit obligation at beginning of period
|
$
|
89.0
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
|
$
|
3.9
|
|
Acquisitions
|
70.4
|
|
|
84.4
|
|
|
1.0
|
|
|
—
|
|
||||
Service costs
|
0.9
|
|
|
—
|
|
|
0.3
|
|
|
0.5
|
|
||||
Interest cost
|
2.4
|
|
|
1.4
|
|
|
0.2
|
|
|
0.3
|
|
||||
Actuarial loss
|
(6.8
|
)
|
|
12.1
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(0.9
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Settlements
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation
|
(14.7
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
$
|
140.3
|
|
|
$
|
89.0
|
|
|
$
|
6.0
|
|
|
$
|
4.6
|
|
Fair value of plan assets at beginning of period
|
99.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Acquisitions
|
49.9
|
|
|
107.3
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
(1.0
|
)
|
|
5.4
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation
|
(17.5
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
$
|
133.3
|
|
|
$
|
99.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded (unfunded) status recognized in other assets
|
$
|
(7.0
|
)
|
|
$
|
10.6
|
|
|
$
|
(6.0
|
)
|
|
$
|
(4.6
|
)
|
*
|
Includes Omega activity from March 30, 2015 to
June 27, 2015
.
|
**
|
Includes Elan activity from December 18, 2013 to
June 28, 2014
.
|
Payment Due
|
|
Pension Benefits
|
|
Other Benefits
|
||||
< 1 year
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
1 - 2 years
|
|
1.1
|
|
|
0.2
|
|
||
3 - 4 years
|
|
1.2
|
|
|
0.2
|
|
||
4 - 5 years
|
|
1.5
|
|
|
0.2
|
|
||
5 - 6 years
|
|
1.9
|
|
|
0.3
|
|
||
> 6 years
|
|
13.4
|
|
|
1.8
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
Fiscal Year
|
||||||||||||||
|
2015 *
|
|
2014 **
|
|
2015 *
|
|
2014
|
||||||||
Service cost
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Interest cost
|
2.4
|
|
|
1.4
|
|
|
0.2
|
|
|
0.3
|
|
||||
Expected return on plan assets
|
(2.7
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
0.6
|
|
||||
Net actuarial loss
|
1.0
|
|
|
0.7
|
|
|
0.1
|
|
|
|
|||||
Net periodic pension cost
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
*
|
Includes Omega activity from March 30, 2015 to
June 27, 2015
.
|
**
|
Includes Elan activity from December 18, 2013 to
June 28, 2014
.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
Fiscal Year
|
||||||||||
|
2015 *
|
|
2014 **
|
|
2015 *
|
|
2014
|
||||
Discount rate
|
2.11
|
%
|
|
2.90
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
Inflation
|
1.93
|
%
|
|
2.00
|
%
|
|
|
|
|
||
Expected return on assets
|
2.85
|
%
|
|
2.92
|
%
|
|
|
|
|
*
|
Includes Omega activity from March 30, 2015 to
June 27, 2015
.
|
**
|
Includes Elan activity from December 18, 2013 to
June 28, 2014
.
|
Equities
|
5.8
|
%
|
Bonds
|
1.2
|
%
|
Absolute return fund
|
3.5
|
%
|
Insurance contracts
|
2.3
|
%
|
Property
|
4.8
|
%
|
|
Quoted Prices in Active Markets
|
|
Other Observable Inputs
|
|
Unobservable Inputs
|
|
|
||||||||
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
Equities
|
$
|
16.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.7
|
|
Bonds
|
49.7
|
|
|
—
|
|
|
—
|
|
|
49.7
|
|
||||
Absolute return fund
|
34.8
|
|
|
—
|
|
|
—
|
|
|
34.8
|
|
||||
Insurance contracts
|
—
|
|
|
—
|
|
|
31.5
|
|
|
31.5
|
|
||||
Property
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||
Other
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Total
|
$
|
101.4
|
|
|
$
|
—
|
|
|
$
|
31.9
|
|
|
$
|
133.3
|
|
|
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
|
|
||||
Other
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Absolute return fund
|
29.6
|
|
|
—
|
|
|
—
|
|
|
29.6
|
|
||||
Total
|
$
|
98.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
99.6
|
|
|
Fiscal Year
|
||||||
|
2015 *
|
|
2014 **
|
||||
Level 3 assets held at beginning of year
|
$
|
0.8
|
|
|
$
|
—
|
|
Acquisitions
|
31.5
|
|
|
0.7
|
|
||
Unrealized gains
|
(0.4
|
)
|
|
0.1
|
|
||
Level 3 assets held at end of year
|
$
|
31.9
|
|
|
$
|
0.8
|
|
*
|
Includes Omega activity from March 30, 2015 to
June 27, 2015
.
|
**
|
Includes Elan activity from December 18, 2013 to
June 28, 2014
.
|
Due
|
|
Amount
|
||
< 1 year
|
|
$
|
45.6
|
|
1-2 years
|
|
37.7
|
|
|
2-3 years
|
|
32.3
|
|
|
3-4 years
|
|
21.2
|
|
|
5-6 years
|
|
15.4
|
|
|
> 6 years
|
|
20.3
|
|
|
|
||
Balance at June 30, 2012
|
$
|
1.7
|
|
Additional charges
|
2.9
|
|
|
Payments
|
(1.7
|
)
|
|
Balance at June 29, 2013
|
2.9
|
|
|
Additional charges
|
47.0
|
|
|
Payments
|
(28.7
|
)
|
|
Non-cash adjustments
|
(4.8
|
)
|
|
Balance at June 28, 2014
|
16.4
|
|
|
Additional charges
|
5.1
|
|
|
Payments
|
(18.5
|
)
|
|
Non-cash adjustments
|
(1.4
|
)
|
|
Balance at June 27, 2015
|
$
|
1.6
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Ireland
|
$
|
344.0
|
|
|
$
|
146.7
|
|
|
$
|
—
|
|
U.S.
|
3,303.6
|
|
|
3,291.6
|
|
|
2,978.1
|
|
|||
Europe
|
613.6
|
|
|
217.2
|
|
|
164.0
|
|
|||
All other countries
(2)
|
342.7
|
|
|
405.3
|
|
|
397.7
|
|
|||
|
$
|
4,603.9
|
|
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
|
June 27,
2015 |
|
June 28,
2014 |
||||
Ireland
|
$
|
1.4
|
|
|
$
|
2.0
|
|
U.S.
|
558.6
|
|
|
530.7
|
|
||
Europe
|
153.8
|
|
|
31.7
|
|
||
Israel
|
119.8
|
|
|
119.6
|
|
||
All other countries
|
98.8
|
|
|
95.9
|
|
||
|
$
|
932.4
|
|
|
$
|
779.9
|
|
|
CHC
|
|
BCH
(1)
|
|
Rx Pharmaceut-icals
|
|
Specialty Sciences
(2)
|
|
Other
|
|
Unallocated expenses
|
|
Total
(3)
|
||||||||||||||
Fiscal Year 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
2,750.0
|
|
|
$
|
401.1
|
|
|
$
|
1,001.1
|
|
|
$
|
344.0
|
|
|
$
|
107.7
|
|
|
$
|
—
|
|
|
$
|
4,603.9
|
|
Operating income (loss)
|
$
|
405.6
|
|
|
$
|
26.6
|
|
|
$
|
373.9
|
|
|
$
|
36.3
|
|
|
$
|
26.8
|
|
|
$
|
(121.5
|
)
|
|
$
|
747.7
|
|
Operating income %
|
14.7
|
%
|
|
6.6
|
%
|
|
37.3
|
%
|
|
10.6
|
%
|
|
24.9
|
%
|
|
—
|
%
|
|
16.2
|
%
|
|||||||
Total assets
|
$
|
4,381.6
|
|
|
$
|
6,441.1
|
|
|
$
|
2,667.9
|
|
|
$
|
5,979.0
|
|
|
$
|
251.0
|
|
|
$
|
—
|
|
|
$
|
19,720.6
|
|
Capital expenditures
|
$
|
80.5
|
|
|
$
|
3.6
|
|
|
$
|
42.9
|
|
|
$
|
0.5
|
|
|
$
|
6.4
|
|
|
$
|
3.1
|
|
|
$
|
137.0
|
|
Property and equip, net
|
$
|
600.0
|
|
|
$
|
122.5
|
|
|
$
|
124.1
|
|
|
$
|
—
|
|
|
$
|
85.8
|
|
|
$
|
—
|
|
|
$
|
932.4
|
|
Depreciation/amortization
|
$
|
123.2
|
|
|
$
|
38.3
|
|
|
$
|
85.1
|
|
|
$
|
291.6
|
|
|
$
|
10.6
|
|
|
$
|
—
|
|
|
$
|
548.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal Year 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
2,849.4
|
|
|
$
|
—
|
|
|
$
|
927.1
|
|
|
$
|
146.7
|
|
|
$
|
137.6
|
|
|
$
|
—
|
|
|
$
|
4,060.8
|
|
Operating income (loss)
|
$
|
413.1
|
|
|
$
|
—
|
|
|
$
|
349.8
|
|
|
$
|
(68.6
|
)
|
|
$
|
46.1
|
|
|
$
|
(173.4
|
)
|
|
$
|
567.0
|
|
Operating income (loss) %
|
14.5
|
%
|
|
—
|
%
|
|
37.7
|
%
|
|
(46.7
|
)%
|
|
33.5
|
%
|
|
—
|
%
|
|
14.0
|
%
|
|||||||
Total assets
|
$
|
4,931.0
|
|
|
$
|
—
|
|
|
$
|
2,537.2
|
|
|
$
|
6,096.6
|
|
|
$
|
288.0
|
|
|
$
|
—
|
|
|
$
|
13,852.8
|
|
Capital expenditures
|
$
|
128.3
|
|
|
$
|
—
|
|
|
$
|
32.9
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
171.6
|
|
Property and equip, net
|
$
|
577.3
|
|
|
$
|
—
|
|
|
$
|
104.8
|
|
|
$
|
2.1
|
|
|
$
|
95.7
|
|
|
$
|
—
|
|
|
$
|
779.9
|
|
Depreciation/amortization
|
$
|
106.6
|
|
|
$
|
—
|
|
|
$
|
86.5
|
|
|
154.4
|
|
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
358.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal Year 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
2,671.0
|
|
|
$
|
—
|
|
|
$
|
709.5
|
|
|
—
|
|
|
$
|
159.3
|
|
|
$
|
—
|
|
|
$
|
3,539.8
|
|
|
Operating income (loss)
|
$
|
401.8
|
|
|
$
|
—
|
|
|
$
|
263.2
|
|
|
—
|
|
|
$
|
48.9
|
|
|
$
|
(34.7
|
)
|
|
$
|
679.1
|
|
|
Operating income %
|
15.0
|
%
|
|
—
|
%
|
|
37.1
|
%
|
|
—
|
%
|
|
30.7
|
%
|
|
—
|
%
|
|
19.2
|
%
|
|||||||
Total assets
|
$
|
3,447.5
|
|
|
$
|
—
|
|
|
$
|
1,604.9
|
|
|
—
|
|
|
$
|
284.5
|
|
|
$
|
—
|
|
|
$
|
5,336.9
|
|
|
Capital expenditures
|
$
|
97.1
|
|
|
$
|
—
|
|
|
$
|
17.7
|
|
|
—
|
|
|
$
|
17.3
|
|
|
$
|
—
|
|
|
$
|
132.2
|
|
|
Property and equip, net
|
$
|
508.0
|
|
|
$
|
—
|
|
|
$
|
80.8
|
|
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
681.4
|
|
|
Depreciation/amortization
|
$
|
96.1
|
|
|
$
|
—
|
|
|
$
|
54.9
|
|
|
—
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
160.2
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
CHC
|
|
|
|
|
|
||||||
Cough/Cold/Allergy/Sinus
(1)
|
$
|
486.2
|
|
|
$
|
510.1
|
|
|
$
|
500.6
|
|
Analgesics
(1)
|
441.7
|
|
|
504.0
|
|
|
536.0
|
|
|||
Gastrointestinal
(1)
|
395.3
|
|
|
400.1
|
|
|
388.8
|
|
|||
Infant nutritionals
|
383.9
|
|
|
374.8
|
|
|
350.1
|
|
|||
Smoking cessation
|
299.4
|
|
|
236.8
|
|
|
193.2
|
|
|||
Vitamins, minerals and dietary supplements
|
185.6
|
|
|
176.9
|
|
|
158.3
|
|
|||
Animal health
|
156.9
|
|
|
178.0
|
|
|
123.2
|
|
|||
Other CHC
(1)
,
(2)
|
335.9
|
|
|
468.7
|
|
|
420.9
|
|
|||
Total CHC
|
2,684.9
|
|
|
2,849.4
|
|
|
2,671.1
|
|
|||
BCH branded OTC products
|
401.2
|
|
|
—
|
|
|
—
|
|
|||
Generic prescription drugs
|
1,066.1
|
|
|
927.1
|
|
|
709.5
|
|
|||
Tysabri
®
royalties
|
344.0
|
|
|
146.7
|
|
|
—
|
|
|||
Active pharmaceutical ingredients
|
107.7
|
|
|
137.6
|
|
|
159.3
|
|
|||
Total net sales
|
$
|
4,603.9
|
|
|
$
|
4,060.8
|
|
|
$
|
3,539.8
|
|
(2)
|
Consists primarily of feminine hygiene, diabetes care, dermatological care, diagnostic products, and other miscellaneous or otherwise uncategorized product lines and markets none of which is greater than 10% of the CHC segment.
|
Fiscal Year 2015
|
First
Quarter
(2)
|
|
Second
Quarter
(3)
|
|
Third
Quarter
(4)
|
|
Fourth
Quarter
(5)
|
||||||||
Net sales
|
$
|
951.5
|
|
|
$
|
1,071.7
|
|
|
$
|
1,049.1
|
|
|
$
|
1,531.6
|
|
Gross profit
|
$
|
321.8
|
|
|
$
|
383.8
|
|
|
$
|
378.8
|
|
|
$
|
628.1
|
|
Net income (loss)
|
$
|
96.3
|
|
|
$
|
70.2
|
|
|
$
|
(94.9
|
)
|
|
$
|
56.4
|
|
Earnings (loss) per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.72
|
|
|
$
|
0.52
|
|
|
$
|
(0.67
|
)
|
|
$
|
0.39
|
|
Diluted
|
$
|
0.72
|
|
|
$
|
0.51
|
|
|
$
|
(0.67
|
)
|
|
$
|
0.38
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
133.9
|
|
|
136.3
|
|
|
140.8
|
|
|
146.3
|
|
||||
Diluted
|
134.4
|
|
|
136.8
|
|
|
140.8
|
|
|
146.8
|
|
(2)
|
Includes
acquisition costs
of
$1.1 million
,
restructuring charges
of
$1.7 million
,
equity method investment losses
of
$3.1 million
, and a
$1.2 million
investment distribution
.
|
(3)
|
Includes
restructuring charges
of
$2.4 million
, an
R&D payment made in connection with a collaborative agreement
of
$10.0 million
,
Omega transaction expenses
of
$17.8 million
,
losses on derivatives
associated with the Omega acquisition of
$64.7 million
,
equity method investment losses
of
$3.0 million
,
income from transfer of rights agreement
of
$12.5 million
, and
$9.6 million
loss on extinguishment of debt.
|
(4)
|
Includes
acquisition costs
totaling
$2.0 million
, an increase in
litigation accrual
of
$2.0 million
,
restructuring charges
of
$1.1 million
,
Omega financing fees
of
$18.6 million
, and
losses on derivatives
associated with the Omega acquisition of
$258.2 million
.
|
(5)
|
Includes legal and consulting fees related to our defense against Mylan N.V. of
$13.4 million
,
acquisition costs
of
$18.5 million
,
goodwill impairment
of
$6.8 million
,
losses on derivatives terminated with extinguishment of associated debt
and associated with hedging the pending GSK acquisition of
$5.5 million
,
losses on equity method investments
of
$3.5 million
, an
inventory step up related to the Omega acquisition
totaling
$15.6 million
, and an initial
payment made in connection with an R&D agreement
of
$18.0 million
.
|
Fiscal Year 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
|
|
(1)
|
The sum of individual per share amounts may not equal due to rounding.
|
(2)
|
Includes
Elan transactions 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
totaling
$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.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, 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
|
Transaction Agreement, dated as of July 28, 2013, among Perrigo Company, Elan Corporation, plc, Perrigo Company plc, Habsont Limited and Leopard Company, incorporated by reference from Annex A to the joint proxy statement/prospectus included in our Registration Statement on Form S-4/A filed on October 8, 2013 (File No. 333-190859).
|
|
|
2.2
|
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 our Registration Statement on Form S-4/A filed on October 8, 2013 (File No. 333-190859).
|
|
|
2.3
|
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).
|
|
|
2.4
|
Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest N.V., dated as of November 6, 2014, by and among the Company, Alychlo N.V. and Holdco I BE N.V., incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 12, 2014.
|
|
|
2.5
|
Amendment Agreement dated March 27, 2015 to the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest N.V., dated as of November 6, 2014, by and among the Company, Alychlo N.V. and Holdco I BE N.V., incorporated by reference from Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2015.
|
|
|
2.6
|
Assignment Letter dated March 17, 2015 regarding the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest N.V., dated as of November 6, 2014, by and among the Company, Alychlo N.V. and Holdco I BE N.V., incorporated by reference from Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2015.
|
|
|
2.7
|
Closing Letter dated March 17, 2015 regarding the Agreement for the Sale and Purchase of 685,348,257 Shares Of Omega Pharma Invest N.V., dated as of November 6, 2014, by and among the Company, Alychlo N.V. and Holdco I BE N.V., incorporated by reference from Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on April 29, 2015.
|
|
|
3.1
|
Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited), incorporated by reference from Exhibit 4.1 of our 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 our Registration Statement on Form S-8 filed December 19, 2013.
|
|
|
4.1
|
Indenture dated as of November 8, 2013, among us, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee, incorporated by reference from Exhibit 4.1 to our 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 us, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee, incorporated by reference from Exhibit 4.1 to our Current Report on Form 8-K filed on December 19, 2013.
|
|
|
4.3
|
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).
|
|
|
4.4
|
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).
|
|
|
4.5
|
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).
|
|
|
4.6
|
Base Indenture dated as of December 2, 2014, between Perrigo Finance plc, the Company and Wells Fargo Bank, National Association, as trustee, incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 2, 2014.
|
|
|
4.7
|
First Supplemental Indenture dated as of December 2, 2014, between Perrigo Finance plc, the Company and Wells Fargo Bank, National Association, as trustee, incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 2, 2014.
|
|
|
4.8
|
Form of 3.500% Senior Notes due 2021 (included as Exhibit A-1 to the First Supplemental Indenture dated as of December 2, 2014, between Perrigo Finance plc, the Company and Wells Fargo Bank, National Association, as trustee), incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on December 2, 2014.
|
|
|
4.9
|
Form of 3.900% Senior Notes due 2024 (included as Exhibit A-2 to the First Supplemental Indenture dated as of December 2, 2014, between Perrigo Finance plc, the Company and Wells Fargo Bank, National Association, as trustee), incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on December 2, 2014.
|
|
|
4.10
|
Form of 4.900% Senior Notes due 2044 (included as Exhibit A-3 to the First Supplemental Indenture dated as of December 2, 2014, between Perrigo Finance plc, the Company and Wells Fargo Bank, National Association, as trustee), incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on December 2, 2014.
|
|
|
4.11
|
Note Purchase Agreement, between Omega Pharma Invest N.V. and the Prudential Insurance Company of America, dated May 19, 2011, in connection with the issuance and sale of EUR 135,043,889 aggregate principal amount of Omega’s 5.1045% senior notes due 2023, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 3, 2015.
|
|
|
4.12
|
Prospectus, dated November 27, 2012, in connection with the public offering of Omega Pharma Invest N.V. of EUR 300,000,000 of 5.125% retail bonds due 2017, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on April 3, 2015.
|
|
|
4.13
|
Prospectus, dated April 23, 2012, in connection with the public offering of Omega Pharma Invest N.V. of EUR 180,000,000 of 4.500% retail bonds due 2017 and EUR 120,000,000 of 5.000% retail bonds due 2019, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on April 3, 2015.
|
|
|
10.1
|
Senior Unsecured 364-Day Bridge Facility Commitment Letter by and among the Company, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. and Barclays Bank PLC dated as of November 6, 2014, incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on November 12, 2014.
|
|
|
10.2
|
Senior Unsecured Credit Facilities Commitment Letter by and among the Company, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. and Barclays Bank PLC dated as of November 6, 2014, incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on November 12, 2014.
|
|
|
10.3
|
Amendment to the Revolving Credit Agreement (dated September 6, 2013) by and among the Company, Barclays Bank PLC, HSBC Bank USA, N.A., and the other lenders party thereto, dated as of November 19, 2014, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 20, 2014.
|
|
|
10.4
|
Amendment to the Term Loan Credit Agreement by and among the Company, Barclays Bank PLC, HSBC Bank USA, N.A., and the other lenders party thereto, dated as of November 19, 2014, incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on November 20, 2014.
|
|
|
10.5
|
Revolving Credit Agreement by and among Perrigo Finance plc, Perrigo Company plc, JP Morgan Chase Bank, N.A., Barclays Bank PLC, and the other lenders party thereto, dated as of December 5, 2014, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on December 9, 2014.
|
|
|
10.6
|
Term Loan Credit Agreement by and among Perrigo Finance plc, Perrigo Company plc, JP Morgan Chase Bank, N.A., Barclays Bank PLC, and the other lenders party thereto, dated as of December 5, 2014, incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on December 9, 2014.
|
|
|
10.7
|
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).
|
|
|
10.8
|
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).
|
|
|
10.9*
|
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).
|
|
|
10.10*
|
Amendment No. 1 to Annual Incentive Plan, effective as of June 22, 2015 (filed herewith).
|
|
|
10.11*
|
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).
|
|
|
10.12*
|
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).
|
|
|
10.13*
|
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).
|
|
|
10.14*
|
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.
|
|
|
10.15*
|
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.
|
|
|
10.16*
|
Amendment No. 1 to the 2013 Long-Term Incentive Plan, dated as of January 29, 2014, incorporated by reference from Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on February 6, 2014.
|
|
|
10.17*
|
Amendment No. 2 to 2013 Long-Term Incentive Plan, effective as of July 9, 2015 (filed herewith).
|
|
|
10.18*
|
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).
|
|
|
10.19*
|
Amendment One to the nonqualified Deferred Compensation Plan, dated December 3, 2009, to the Nonqualified Deferred Compensation Plan, incorporated by reference from Exhibit 10.14 to the Company's Annual Report on form 10-K filed on August 8, 2014.
|
|
|
10.20*
|
Amendment Two to the nonqualified Deferred Compensation Plan, 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).
|
|
|
10.21*
|
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.
|
|
|
10.22*
|
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.
|
|
|
10.23*
|
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).
|
|
|
10.24*
|
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).
|
|
|
10.25*
|
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).
|
|
|
10.26*
|
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).
|
|
|
10.27*
|
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).
|
|
|
10.28*
|
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).
|
|
|
10.29*
|
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).
|
|
|
10.30*
|
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).
|
|
|
10.31*
|
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).
|
|
|
10.32*
|
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).
|
|
|
10.33*
|
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.
|
|
|
10.34*
|
Forms of Restricted Stock Unit Award Agreement (Service-Based) under the Company’s 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on November 12, 2014.
|
|
|
10.35*
|
Forms of Service-Based and Performance-Based Restricted Stock Unit Award Agreements under the Perrigo Company plc 2013 Long-Term Incentive Plan, incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 22, 2015.
|
|
|
10.36*
|
Forms of Amendments to Performance-Based Restricted Stock Unit Award Agreements under the Perrigo Company plc 2013 Long-Term Incentive Plan, incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 26, 2015.
|
|
|
10.37*
|
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).
|
|
|
10.38*
|
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).
|
|
|
10.39*
|
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).
|
|
|
10.40*
|
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).
|
|
|
10.41*
|
Consultancy Agreement, between Omega Pharma Invest N.V. and Mylecke Management, Art & Invest N.V., represented by Marc Coucke, dated November 5, 2014, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 3, 2015.
|
|
|
10.42*
|
Perrigo Company U.S. Severance Policy, incorporated by reference from Exhibit 10.3 of Perrigo Company's Current Report on Form 8-K filed on November 18, 2013 (File No. 001-09689).
|
|
|
10.43*
|
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.
|
|
|
10.44*
|
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.
|
|
|
10.45*
|
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.
|
|
|
10.46*
|
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.
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
2.7
|
|
|
$
|
2.1
|
|
|
$
|
2.6
|
|
Net bad debt expenses
|
0.6
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Additions/(deductions)
(1)
|
(0.9
|
)
|
|
1.1
|
|
|
(0.4
|
)
|
|||
Balance at end of period
|
$
|
2.4
|
|
|
$
|
2.7
|
|
|
$
|
2.1
|
|
(1)
|
Uncollectible accounts written 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/ Donal O'Connor
|
|
Director
|
Donal O'Connor
|
|
|
Exhibit
|
|
Document
|
|
|
|
10.10
|
|
Amendment No.1 to Annual Incentive Plan, effective as of June 22, 2015.
|
|
|
|
10.17
|
|
Amendment No. 2 to 2013 Long-Term Incentive Plan, effective as of July 9, 2015.
|
|
|
|
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.
|
|
|
|
By:
|
/s/ Judy L. Brown
|
Title:
|
EVP, CFO
|
By:
|
/s/ Judy L. Brown
|
Title:
|
EVP, CFO
|
Name of Subsidiary
|
State/Country of Incorporation
|
Chefaro Ireland Ltd.
|
Ireland
|
Crimagua Limited
|
Ireland
|
Elan Corporation Limited
|
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 Finance plc
|
Ireland
|
Perrigo Ireland 1 Limited
|
Ireland
|
Perrigo Ireland 2 Limited
|
Ireland
|
Perrigo Ireland 3 Limited
|
Ireland
|
Perrigo Ireland 4 Limited
|
Ireland
|
Perrigo Ireland 5 Limited
|
Ireland
|
Perrigo Ireland 6 Limited
|
Ireland
|
Perrigo Ireland 7 Limited
|
Ireland
|
Perrigo Ireland 8 Limited
|
Ireland
|
Perrigo Ireland Management Limited
|
Ireland
|
Speranza Biopharma Limited
|
Ireland
|
Omega Pharma Ireland Ltd. Sarl
|
Ireland
|
Omega Teknika Limited
|
Ireland
|
Perrigo China Business Trust
|
Michigan
|
Perrigo Company
|
Michigan
|
Perrigo Company Charitable Foundation
|
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 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
|
Proteostasis Therapeutics, Inc.
|
Delaware
|
Perrigo Company of Tennessee
|
Tennessee
|
Perrigo Florida, Inc.
|
Florida
|
Meridian Animal Health, LLC
|
Nevada
|
LoradoChem, Inc.
|
Colorado
|
SPC Trademarks, LLC
|
Texas
|
Arginet Investments and Property (2003) Ltd.
|
Israel
|
Dermagis International Ltd.
|
Israel
|
Neca Properties (1996) Ltd.
|
Israel
|
Perrigo API Ltd.
|
Israel
|
Pharma Clal (1983) Ltd.
|
Israel
|
Perrigo Israel Holdings Ltd.
|
Israel
|
Perrigo Israel Pharmaceuticals Ltd.
|
Israel
|
Perrigo Israel Opportunities II Ltd.
|
Israel
|
Perrigo Israel Agencies Ltd
|
Israel
|
Perrigo Israel Enterprises & Investments Ltd.
|
Israel
|
Perrigo Israel Trading Limited Partnership
|
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 Limited
|
United Kingdom
|
Galpharm International Limited
|
United Kingdom
|
Kiteacre Limited
|
United Kingdom
|
Perrigo Pharma Limited
|
United Kingdom
|
Rosemont Holdings Limited
|
United Kingdom
|
Rosemont Group Limited
|
United Kingdom
|
Rosemont Trustee Company Limited
|
United Kingdom
|
Bional Nederland B.V.
|
Netherlands
|
Damianus B.V.
|
Netherlands
|
Insect Repellents B.V.
|
Netherlands
|
Oce-Bio Nederland B.V.
|
Netherlands
|
Omega Pharma Holding (Nederland) B.V.
|
Netherlands
|
Omega Pharma Nederland B.V.
|
Netherlands
|
Samenwerkende Apothekers Nederland B.V.
|
Netherlands
|
Wartner Europe B.V.
|
Netherlands
|
Ymea B.V.
|
Netherlands
|
Elan Pharmaceuticals GmbH
|
Switzerland
|
Interdelta S.A.
|
Switzerland
|
JLR Pharma S.A.
|
Switzerland
|
Perrigo China Business Trust
|
China
|
Perrigo Trading (Shanghai) Co., Ltd.
|
China
|
American Business Sergeant's Pet Care Product Trade (Shanghai) Co, Ltd.
|
China
|
Zibo Xinhua- Perrigo Pharmaceutical Company Ltd.
|
China
|
Perrigo Asia Holding Company Ltd.
|
Mauritius
|
Omega Pharma ukraine LLC
|
Ukraine
|
Belgian Cycling Company NV
|
Belgium
|
Biover NV
|
Belgium
|
Etixx NV
|
Belgium
|
Jaico R.D.P. NV
|
Belgium
|
Medgenix Benelux NV
|
Belgium
|
Oce Bio BVBA
|
Belgium
|
Omega Pharma Belgium NV
|
Belgium
|
Omega Pharma Capital NV
|
Belgium
|
Omega Pharma Innovation & Development NV
|
Belgium
|
Omega Pharma International NV
|
Belgium
|
Omega Pharma Invest NV
|
Belgium
|
Omega Pharma NV
|
Belgium
|
Omega Pharma Trading NV
|
Belgium
|
Vianatura NV
|
Belgium
|
Newbridge Pharmaceuticals Ltd.
|
British Virgin Islands
|
Omega Alpharm Cyprus Ltd.
|
Cyprus
|
Omega Pharma AS
|
Czech Republic
|
Aco Pharma Oy
|
Finland
|
Bioxydiet France SAS
|
France
|
Cosmediet- Biotechnie SAS
|
France
|
Laboratoires de la Mer SAS
|
France
|
Laboratoires Omega Pharms France SAS
|
France
|
Omega Pharms SAS
|
France
|
Abtei Omega Pharma GmbH
|
Germany
|
Omega Pharma Deutschland GmbH
|
Germany
|
Omega Pharma Manufacturing GmbH & Co. KG
|
Germany
|
Omega Pharma Manufacturing Verwaltungs GmbH
|
Germany
|
Paracelsia Pharma GmbH
|
Germany
|
Omega Pharma Hellas SA Health and Beauty Products
|
Greece
|
Despharma Kft.
|
Hungry
|
Omega Pharma Hungary Kft.
|
Hungry
|
Chefaro Pharma Italia Srl
|
Italy
|
Verelibron Srl
|
Italy
|
Omega Pharma Baltics SIA
|
Latvia
|
Aco Hud Norge AS
|
Norway
|
Omega Pharma Poland Sp.z.o.o.
|
Poland
|
Omega Pharma Portuguesa LDA
|
Portugal
|
SC Hipocrate 2000 SRL
|
Romania
|
Bittner Pharma LLC
|
Russia
|
Adriatic Distribution Beograd D.o.o.
|
Serbia
|
Omega Pharma Singapore Pte Ltd
|
Singapore
|
Omega Pharma s.r.o.
|
Slovakia
|
Adriatic BST Trgovina in Storitve D.o.o.
|
Slovenia
|
OmegaLabs (Pty) Ltd
|
South Africa
|
Omgea Pharma Espana SA
|
Spain
|
Aco Hud Nordic AB
|
Sweden
|
Omega Pharma Nordic AB
|
Sweden
|
Omega Pharma Kisisel Bakim ve Saglik Urunleri Dagitim Ticaret Limited Sirketi
|
Turkey
|
(1)
|
the Registration Statement (Form S-3 No. 333-200387) of Perrigo Company plc; and
|
(2)
|
the Registration Statement (Form S-8 No. 333-192946) pertaining to the various stock incentive plans of Perrigo Company plc
|
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)
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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
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(ii)
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the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Perrigo Company plc.
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/s/ Joseph C. Papa
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/s/ Judy L. Brown
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Joseph C. Papa
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Judy L. Brown
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Chairman, President and
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Executive Vice President and
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Chief Executive Officer
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Chief Financial Officer
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