Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Mar. 27, 2015 | Apr. 27, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Mallinckrodt plc | |
Entity Central Index Key | 1567892 | |
Trading Symbol | MNK | |
Current Fiscal Year End Date | -16 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 27-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | FALSE | |
Ordinary Shares Outstanding | 116,974,956 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Income Statement [Abstract] | ||||
Net sales | $909.90 | $557.80 | $1,776.20 | $1,098 |
Cost of sales | 421.4 | 295.2 | 849 | 579.8 |
Gross profit | 488.5 | 262.6 | 927.2 | 518.2 |
Selling, general and administrative expenses | 343.5 | 194.1 | 606 | 340.3 |
Research and development expenses | 47 | 41.4 | 89.4 | 80.4 |
Separation costs | 0 | 2.6 | 0 | 4.8 |
Restructuring charges, net | 3.7 | 21.7 | 10.9 | 29.7 |
Gains on divestiture and license | -0.9 | -0.9 | -1.7 | -13.8 |
Operating income | 95.2 | 3.7 | 222.6 | 76.8 |
Interest expense | -57.4 | -12.4 | -106.2 | -22.2 |
Interest income | 0.4 | 0.5 | 0.5 | 0.8 |
Other income (expense), net | 4.1 | -0.4 | 8.2 | -1 |
Income from continuing operations before income taxes | 42.3 | -8.6 | 125.1 | 54.4 |
Income tax benefit | -34.2 | -20.3 | -43.5 | -3.7 |
Income from continuing operations | 76.5 | 11.7 | 168.6 | 58.1 |
Income (loss) from discontinued operations, net of income taxes | 22.3 | -0.1 | 22.9 | -0.9 |
Net income | $98.80 | $11.60 | $191.50 | $57.20 |
Basic earnings (loss) per share (Note 7): | ||||
Income from continuing operations (in usd per share) | $0.66 | $0.20 | $1.45 | $1 |
Loss from discontinued operations (in usd per share) | $0.19 | $0 | $0.20 | ($0.02) |
Net income (in usd per share) | $0.85 | $0.20 | $1.65 | $0.99 |
Basic weighted-averaged shares outstanding (in shares) | 115.6 | 58.2 | 115.2 | 58 |
Diluted earnings (loss) per share (Note 7): | ||||
Income from continuing operations (in usd per share) | $0.65 | $0.20 | $1.43 | $0.99 |
Loss from discontinued operations (in usd per share) | $0.19 | $0 | $0.19 | ($0.02) |
Net income (in usd per share) | $0.84 | $0.20 | $1.62 | $0.97 |
Diluted weighted-average shares outstanding (in shares) | 117.2 | 59.1 | 116.8 | 58.7 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $98.80 | $11.60 | $191.50 | $57.20 |
Other comprehensive loss, net of tax | ||||
Currency translation adjustments | -36.5 | -2.4 | -58.9 | -2 |
Unrecognized gain on derivatives, net of $(0.1), $-, ($0.1) and ($0.1) tax | 0.1 | 0.1 | 0.2 | 0.2 |
Unrecognized gain (loss) on benefit plans, net of $0.4, $-, ($0.1) and $0.1 tax | -0.1 | 0 | 0.9 | -0.3 |
Total other comprehensive loss, net of tax | -36.5 | -2.3 | -57.8 | -2.1 |
Comprehensive income | $62.30 | $9.30 | $133.70 | $55.10 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Statement of Comprehensive Income [Abstract] | ||||
Unrecognized gain derivatives, tax | ($0.10) | $0 | ($0.10) | ($0.10) |
Unrecognized gain (loss) on benefit plans, tax | $0.40 | ($0.50) | ($0.10) | $0.10 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $1,053.50 | $707.80 |
Accounts receivable, less allowance for doubtful accounts of $8.4 and $6.6 | 556.1 | 545.6 |
Inventories | 348.7 | 396.6 |
Deferred income taxes | 136.2 | 165.2 |
Prepaid expenses and other current assets | 124.5 | 255.8 |
Total current assets | 2,219 | 2,071 |
Property, plant and equipment, net | 940.9 | 949.2 |
Goodwill | 2,426.10 | 2,401.90 |
Intangible assets, net | 6,858.70 | 7,112.20 |
Other assets | 369.6 | 330.5 |
Total Assets | 12,814.30 | 12,864.80 |
Current Liabilities: | ||
Current maturities of long-term debt | 22.4 | 21.2 |
Accounts payable | 141.9 | 128.7 |
Accrued payroll and payroll-related costs | 75.1 | 125.1 |
Accrued royalties | 28 | 68 |
Accrued and other current liabilities | 508.3 | 561.8 |
Total current liabilities | 775.7 | 904.8 |
Long-term debt | 3,966.30 | 3,951.50 |
Pension and postretirement benefits | 116.6 | 119.1 |
Environmental liabilities | 79 | 59.9 |
Deferred income taxes | 2,297 | 2,398.60 |
Other income tax liabilities | 109.7 | 122.6 |
Other liabilities | 283.9 | 350.3 |
Total liabilities | 7,628.20 | 7,906.80 |
Shareholders' Equity: | ||
Preferred shares | 0 | 0 |
Ordinary A shares | 0 | 0 |
Ordinary shares | 23.4 | 23.2 |
Ordinary shares held in treasury at cost | -29.8 | -17.5 |
Additional paid-in capital | 5,278.90 | 5,172.40 |
Retained earnings | -94.3 | -285.8 |
Accumulated other comprehensive income | 7.9 | 65.7 |
Total Shareholders' Equity | 5,186.10 | 4,958 |
Total Liabilities and Shareholders' Equity | $12,814.30 | $12,864.80 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) | Mar. 27, 2015 | Mar. 27, 2015 | Sep. 26, 2014 | Sep. 26, 2014 |
In Millions, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Statement of Financial Position [Abstract] | ||||
Allowance for doubtful accounts | $8.40 | $6.60 | ||
Preferred shares, par value (in usd per share) | $0.20 | $0.20 | ||
Preferred shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Preferred shares, shares issued (in shares) | 0 | 0 | 0 | 0 |
Preferred shares, shares outstanding (in shares) | 0 | 0 | 0 | 0 |
Ordinary A shares, par value (in eur per share) | € 1 | € 1 | ||
Ordinary A shares, shares authorized (in shares) | 40,000 | 40,000 | 40,000 | 40,000 |
Ordinary A shares, shares issued (in shares) | 0 | 0 | 0 | 0 |
Ordinary A shares, shares outstanding (in shares) | 0 | 0 | 0 | 0 |
Ordinary shares, par value (in usd per share) | $0.20 | $0.20 | ||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 117,226,478 | 117,226,478 | 116,160,353 | 116,160,353 |
Ordinary shares, shares outstanding (in shares) | 116,861,291 | 116,861,291 | 115,929,588 | 115,929,588 |
Ordinary shares held in treasury at cost (in shares) | 365,187 | 365,187 | 230,765 | 230,765 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Cash Flows From Operating Activities: | ||
Net income | $191.50 | $57.20 |
(Income) loss from discontinued operations, net of income taxes | -22.9 | 0.9 |
Income from continuing operations | 168.6 | 58.1 |
Adjustments to reconcile net cash provided by operating activities: | ||
Depreciation and amortization | 301.2 | 76.7 |
Share-based compensation | 65.9 | 9.4 |
Deferred income taxes | -124.2 | -12.3 |
Non-cash restructuring charge | 0 | 2.6 |
Other non-cash items | -36.7 | 4.1 |
Changes in assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable, net | -29.8 | 79.6 |
Inventories | 42.3 | -39 |
Accounts payable | 19.1 | -34 |
Income taxes | 82.3 | 0.3 |
Other | -123.2 | -4.3 |
Net cash provided by operating activities | 365.5 | 141.2 |
Cash Flows From Investing Activities: | ||
Capital expenditures | -55.1 | -50.7 |
Acquisitions and intangibles, net of cash acquired | 0 | -1,293.20 |
Restricted cash | 0.4 | 4.1 |
Other | 1.7 | 8 |
Net cash (used in) provided by investing activities | -53 | -1,331.80 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 80 | 1,296.80 |
Repayment of external debt and capital leases | -63.5 | -30.8 |
Debt financing costs | -0.4 | -32.2 |
Excess tax benefit from share-based compensation | 20.2 | 4 |
Proceeds from exercise of share options | 20.6 | 16.1 |
Repurchase of shares | -12.3 | -1.8 |
Other | -4 | 0 |
Net cash provided (used in) by financing activities | 40.6 | 1,252.10 |
Effect of currency rate changes on cash | -7.4 | -2.1 |
Net increase in cash and cash equivalents | 345.7 | 59.4 |
Cash and cash equivalents at beginning of period | 707.8 | 275.5 |
Cash and cash equivalents at end of period | $1,053.50 | $334.90 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statement of Changes in Shareholders' Equity Statement (USD $) | Total | Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income |
In Millions, except Share data | ||||||
Beginning balance at Sep. 26, 2014 | $4,958 | $23.20 | ($17.50) | $5,172.40 | ($285.80) | $65.70 |
Beginning balance, ordinary shares (in shares) at Sep. 26, 2014 | 116,160,353 | 116,200,000 | ||||
Beginning balance, treasury shares (in shares) at Sep. 26, 2014 | 230,765 | 200,000 | ||||
Net income | 191.5 | |||||
Currency translation adjustments | -58.9 | -58.9 | ||||
Change in derivatives, net of tax | 0.2 | 0.2 | ||||
Minimum pension liability, net of tax | 0.9 | -0.9 | ||||
Share options exercised (in shares) | 700,000 | |||||
Share options exercised (in usd) | 20.6 | 0.1 | 20.5 | |||
Vesting of restricted shares (in shares) | 300,000 | |||||
Vesting of restricted shares (in usd) | 0 | 0.1 | -0.1 | |||
Excess tax benefit from share-based compensation | 20.2 | 20.2 | ||||
Share-based compensation | 65.9 | 65.9 | ||||
Repurchase of shares (in shares) | 200,000 | |||||
Repurchase of shares (in usd) | -12.3 | -12.3 | ||||
Ending balance at Mar. 27, 2015 | $5,186.10 | $23.40 | ($29.80) | $5,278.90 | ($94.30) | $7.90 |
Ending balance, ordinary shares (in shares) at Mar. 27, 2015 | 117,226,478 | 117,200,000 | ||||
Ending balance, treasury shares (in shares) at Mar. 27, 2015 | 365,187 | 400,000 |
Background_and_Basis_of_Presen
Background and Basis of Presentation | 6 Months Ended | |
Mar. 27, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Background and Basis of Presentation | ||
1 | Background and Basis of Presentation | |
Background | ||
Mallinckrodt plc, and its subsidiaries (collectively, "Mallinckrodt" or "the Company"), is a global specialty biopharmaceutical and medical imaging business that develops, manufactures, markets and distributes specialty pharmaceutical and biopharmaceutical products and medical imaging agents. Therapeutic areas of focus include autoimmune and rare disease specialty areas (including neurology, rheumatology, nephrology and pulmonology), along with pain and attention-deficit hyperactivity disorder for prescription by physicians based in offices, hospitals and ambulatory care centers. The Company also supports the diagnosis of disease with nuclear medicine and contrast imaging agents. The Company believes its experience in the acquisition and management of highly regulated raw materials; deep regulatory expertise; and specialized chemistry, formulation and manufacturing capabilities have created compelling competitive advantages that it anticipates will sustain future revenue growth. | ||
During the first quarter of fiscal 2015, the integration of Questcor Pharmaceuticals, Inc. ("Questcor") was substantially completed. With this, and given the increased significance of the Specialty Brands business to the Company's results and the expected long-term growth of this business as compared to the Specialty Generics business, the Company changed its reportable segments during the first quarter. The Company now presents the Specialty Brands and Specialty Generics businesses as reportable segments, along with the continued presentation of Global Medical Imaging as a reportable segment. The Company historically presented the Specialty Brands and Specialty Generics businesses within the Specialty Pharmaceuticals segment. Prior year amounts have been recast to conform to current presentation. The three reportable segments are further described below: | ||
• | Specialty Brands produces and markets branded pharmaceuticals and biopharmaceuticals; | |
• | Specialty Generics produces specialty generic pharmaceuticals and active pharmaceutical ingredients ("API") consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients; and | |
• | Global Medical Imaging manufactures and markets contrast media and delivery systems ("CMDS") and radiopharmaceuticals (nuclear medicine). | |
Basis of Presentation | ||
The unaudited condensed consolidated financial statements have been prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the U.S. ("GAAP"). The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results may differ from those estimates. The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and entities in which they own or control more than fifty percent of the voting shares, or have the ability to control through similar rights. The results of entities disposed of are included in the unaudited condensed consolidated financial statements up to the date of disposal and, where appropriate, these operations have been reflected as discontinued operations. Divestitures of product lines and businesses that did not qualify as discontinued operations have been reflected in operating income. All intercompany balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments necessary for a fair presentation have been included in the interim results reported. The fiscal year-end balance sheet data was derived from audited consolidated financial statements, but do not include all of the annual disclosures required by GAAP; accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited annual consolidated and combined financial statements included in its Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("the SEC") on November 24, 2014 and Current Report on Form 8-K filed with the SEC on April 3, 2015. | ||
Fiscal Year | ||
The Company reports its results based on a "52-53 week" year ending on the last Friday of September. The second fiscal quarters of 2015 and 2014 ended on March 27, 2015 and March 28, 2014, respectively. Unless otherwise indicated, the three and six months ended March 27, 2015 refers to the thirteen and twenty-six week period ended March 27, 2015 and the three and six months ended March 28, 2014 refers to the thirteen and twenty-six week period ended March 28, 2014. Fiscal 2014 consisted of 52 weeks and ended on September 26, 2014. |
Recently_Issued_Accounting_Sta
Recently Issued Accounting Standards | 6 Months Ended | |
Mar. 27, 2015 | ||
Recently Issued Accounting Pronouncements [Abstract] | ||
Recently Issued Accounting Standards | ||
2 | Recently Issued Accounting Standards | |
The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-04, "Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date," in February 2013. This update provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, except for obligations addressed within existing guidance. An entity is required to measure those obligations as the sum of the amount the entity has agreed to pay on the basis of its arrangement among its co-obligors, and any additional amounts it expects to pay on behalf of its co-obligors. The guidance also requires the entity to disclose the nature and amount of those obligations. The guidance was effective for the Company in the first quarter of fiscal 2015. The adoption did not have a material impact to the Company's financial condition, results of operations and cash flows. | ||
FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," in July 2013. This update provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists, to eliminate diversity in practice in the presentation of unrecognized tax benefits in those instances. Except in certain circumstances, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. This guidance was effective for the Company in the first quarter of fiscal 2015. The adoption did not have a material impact to the Company's financial condition, results of operations and cash flows. | ||
FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," in April 2014. Under the new guidance, only disposals representing a strategic shift in a company's operations and financial results should be reported as discontinued operations, with expanded disclosures. In addition, disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify as a discontinued operation is required. This guidance is effective for the Company in the first quarter of fiscal 2016, with early adoption permitted. The Company has not had any recent significant disposals. The Company will assess the impact of the pronouncement to prospective disposals, if applicable, for potential disclosures in future filings and may consider early adoption of the guidance. | ||
FASB issued ASU 2014-09, "Revenue from Contracts with Customers," in May 2014. The issuance of ASU 2014-09 and International Financial Reporting Standards ("IFRS") 15, "Revenue from Contracts with Customers," completes the joint effort by FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and develop a common revenue standard for GAAP and IFRS. Under the new guidance, 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, applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance is effective for the Company in the first quarter of fiscal 2019. Early adoption is permitted in the first quarter of fiscal 2018. The Company continues to assess the potential impact of the guidance. |
License_of_Intellectual_Proper
License of Intellectual Property | 6 Months Ended | |
Mar. 27, 2015 | ||
Discontinued Operations and Disposal Groups [Abstract] | ||
License of Intellectual Property | ||
3 | License of Intellectual Property | |
The Company was involved in patent disputes with a counterparty relating to certain intellectual property relevant to extended-release oxymorphone. In December 2013, the counterparty agreed to pay the Company an upfront cash payment of $4.0 million and contractually obligated future payments of $8.0 million through July 2018, in exchange for the withdrawal of all claims associated with the intellectual property and a license to utilize the Company's intellectual property. The Company completed the earnings process associated with the agreement and recorded an $11.7 million gain, included within gains on divestiture and license, during the six months ended March 28, 2014. |
Acquisitions_and_License_Agree
Acquisitions and License Agreements | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Acquisitions [Abstract] | ||||||||||||||||
Acquisitions and License Agreements | ||||||||||||||||
4 | Acquisitions and License Agreements | |||||||||||||||
Business Acquisitions | ||||||||||||||||
Questcor Pharmaceuticals | ||||||||||||||||
On August 14, 2014, the Company acquired all of the outstanding common stock of Questcor, a biopharmaceutical company, for total consideration of approximately $5.9 billion, comprised of cash consideration of $30.00 per share, 0.897 ordinary shares of the Company for each share of Questcor common stock owned and the portion of outstanding equity awards deemed to have been earned as of August 14, 2014 ("the Questcor Acquisition"). The acquisition was funded through an issuance of approximately 57 million ordinary shares, proceeds from the issuance of $900.0 million aggregate principal amount of senior unsecured notes, $700.0 million of borrowings under a senior secured term loan facility, $150.0 million of cash from a receivable securitization program, as further discussed in Note 11, and cash on hand. H.P. Acthar® Gel (repository corticotropin injection) ("Acthar"), Questcor's primary product, is focused on the treatment of patients with serious, difficult-to-treat autoimmune and rare diseases. Acthar is an injectable drug that is approved by the U.S. Food and Drug Administration ("FDA") for use in 19 indications, including the currently marketed areas of neurology, rheumatology, nephrology and pulmonology. As part of the acquisition, the Company also acquired BioVectra, Inc. ("BioVectra"), a specialty contract manufacturer that provides services to the global pharmaceuticals and biotechnology industry. | ||||||||||||||||
Cadence Pharmaceuticals | ||||||||||||||||
On March 19, 2014, the Company acquired all of the outstanding common stock of Cadence Pharmaceuticals, Inc. ("Cadence"), a biopharmaceutical company focused on commercializing products principally for use in the hospital setting, for total consideration of $14.00 per share in cash, or approximately $1.3 billion ("the Cadence Acquisition"). The acquisition was primarily funded through a $1.3 billion of borrowings under a senior secured term loan credit facility, as further discussed in Note 11. Cadence's sole product, OFIRMEV® (acetaminophen) injection ("Ofirmev"), is a proprietary intravenous formulation of acetaminophen for the management of mild to moderate pain, the management of moderate to severe pain with adjunctive opioid analgesics and the reduction of fever. The Cadence Acquisition added a product to the Specialty Brands segment and provides the Company an opportunity to expand its reach into the adjacent hospital market, in which Cadence had established a presence. | ||||||||||||||||
Fair Value Allocation | ||||||||||||||||
The following amounts represent the preliminary allocation of the fair value of the identifiable assets acquired and liabilities assumed for the Questcor Acquisition, including preliminary goodwill and intangible assets, and the related deferred tax balances. The Company expects to complete its valuation analysis and finalize deferred tax balances as of the acquisition date no later than twelve months from the date of the Questcor Acquisition. The changes in the purchase price allocation and preliminary goodwill based on the final valuation may include, but are not limited to, the impact of state tax rates in determining the deferred tax balances. During the six months ended March 27, 2015, there were adjustments to the purchase price allocation primarily related to the ongoing evaluation of the non tax deductible branded pharmaceutical fee associated with net sales of Acthar and U.S. state deferred tax balances. The following also presents the final allocation of the fair value of the identifiable assets acquired and liabilities assumed for the Cadence Acquisition. There were no measurement period adjustments recognized during the six months ended March 27, 2015 that would amend the previously disclosed preliminary purchase price allocation for the Cadence Acquisition. | ||||||||||||||||
Questcor | Cadence | |||||||||||||||
Cash and cash equivalents | $ | 445.1 | $ | 43.2 | ||||||||||||
Inventory | 67.9 | 21 | ||||||||||||||
Intangible assets | 5,601.10 | 1,300.00 | ||||||||||||||
Goodwill | 1,795.70 | 318.1 | ||||||||||||||
Other assets, current and non-current (1) | 274.3 | 18 | ||||||||||||||
Total assets acquired | 8,184.10 | 1,700.30 | ||||||||||||||
Current liabilities (2) | 169.5 | 60.1 | ||||||||||||||
Unpaid purchase consideration (current) | 128.8 | — | ||||||||||||||
Other liabilities (non-current) (2) | 184.8 | 18.7 | ||||||||||||||
Deferred tax liabilities, net (non-current) | 1,914.50 | 292.3 | ||||||||||||||
Total liabilities assumed | 2,397.60 | 371.1 | ||||||||||||||
Net assets acquired | $ | 5,786.50 | $ | 1,329.20 | ||||||||||||
-1 | This amount includes $87.3 million and $14.7 million of accounts receivable for the Questcor Acquisition and the Cadence Acquisition, respectively, which is also the gross contractual value. | |||||||||||||||
-2 | These amounts include $30.0 million of pre-existing Cadence debt, which the Company repaid upon completion of the Cadence Acquisition. | |||||||||||||||
The following reconciles the total consideration to net assets acquired: | ||||||||||||||||
Questcor | Cadence | |||||||||||||||
Total consideration, net of cash | $ | 5,470.20 | $ | 1,286.00 | ||||||||||||
Plus: cash assumed in acquisition | 445.1 | 43.2 | ||||||||||||||
Total consideration | 5,915.30 | 1,329.20 | ||||||||||||||
Less: unpaid purchase consideration | (128.8 | ) | — | |||||||||||||
Net assets acquired | $ | 5,786.50 | $ | 1,329.20 | ||||||||||||
Intangible assets acquired consist of the following: | ||||||||||||||||
Questcor | Amount | Amortization Period | ||||||||||||||
Completed technology | $ | 5,343.30 | 18 years | |||||||||||||
Trademark | 5.2 | 13 years | ||||||||||||||
Customer relationships | 34.3 | 12 years | ||||||||||||||
In-process research and development | 218.3 | Non-Amortizable | ||||||||||||||
$ | 5,601.10 | |||||||||||||||
The completed technology intangible asset relates to Acthar. The trademark and customer relationship intangible assets relate to BioVectra. The in-process research and development ("IPR&D") relates to the development of Synacthen®, a synthetic pharmaceutical product. The fair values of the intangible assets were determined using the income approach, which is a valuation technique that provides an estimate of the fair value of the asset based on market participant expectations of the cash flows an asset would generate. The cash flows were discounted at various discount rates commensurate with the level of risk associated with each asset or their projected cash flows. Completed technology, customer relationships, trademark and IPR&D intangibles utilized discount rates of 14.5%, 10.0%, 10.0% and 16.0%, respectively. The IPR&D discount rate was developed after assigning a probability of success to achieving the projected cash flows based on the current stage of development, inherent uncertainty in the FDA approval process and risks associated with commercialization of a new product. Based on the Company's preliminary estimate, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce, anticipated synergies and the tax status of the transaction. The goodwill is not deductible for U.S. income tax purposes. The majority of the assets acquired are included within the Company's Specialty Brands segment. | ||||||||||||||||
Cadence | Amount | Amortization Period | ||||||||||||||
Completed technology | $ | 1,300.00 | 8 years | |||||||||||||
The completed technology intangible asset relates to Ofirmev, the rights to which have been in-licensed from Bristol-Myers Squibb Company ("BMS"). The fair value of the intangible asset was determined using the income approach and the cash flows were discounted at a 13.0% rate. For more information on the BMS license agreement, refer to "License Agreement" below. The excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce, anticipated synergies and the tax status of the transaction. The goodwill is not deductible for U.S. income tax purposes. All assets acquired are included within the Company's Specialty Brands segment. | ||||||||||||||||
Financial Results | ||||||||||||||||
The amount of net sales and earnings included in the Company's results for the periods presented were as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net sales | ||||||||||||||||
Questcor | $ | 259.5 | $ | — | $ | 547.3 | $ | — | ||||||||
Cadence | 68.1 | 5.3 | 139.5 | 5.3 | ||||||||||||
$ | 327.6 | $ | 5.3 | $ | 686.8 | $ | 5.3 | |||||||||
Operating income (loss) | ||||||||||||||||
Questcor | $ | 7.3 | $ | — | $ | 88.5 | $ | — | ||||||||
Cadence | (32.3 | ) | (9.0 | ) | (41.6 | ) | (9.0 | ) | ||||||||
$ | (25.0 | ) | $ | (9.0 | ) | $ | 46.9 | $ | (9.0 | ) | ||||||
The amount of amortization on acquired intangible assets included within operating income (loss) for the periods presented was as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Intangible asset amortization | ||||||||||||||||
Questcor | $ | 75.4 | $ | — | $ | 150.8 | $ | — | ||||||||
Cadence | 40.7 | 4.8 | 81.3 | 4.8 | ||||||||||||
$ | 116.1 | $ | 4.8 | $ | 232.1 | $ | 4.8 | |||||||||
Acquisition-related costs incurred for the Cadence acquisition during the three and six month periods ended March 28, 2014 were $17.6 million, and were included within selling, general and administrative expenses in the consolidated statements of income. | ||||||||||||||||
During the three months ended March 27, 2015 and March 28, 2014, the Company recognized $4.4 million and $1.1 million, respectively, of expense primarily associated with fair value adjustments of acquired inventory. During the six months ended March 27, 2015 and March 28, 2014, the Company recognized $35.2 million and $1.1 million, respectively, of expense associated with fair value adjustments of acquired inventory. This expense was included within cost of sales. | ||||||||||||||||
Unaudited Pro Forma Financial Information | ||||||||||||||||
The following unaudited pro forma financial information presents a summary of the combined results of operations for the periods indicated as if the Questcor Acquisition and the Cadence Acquisition had been completed as of September 29, 2012. The pro forma financial information is based on the historical financial information for the Company, Questcor and Cadence, along with certain pro forma adjustments. These pro forma adjustments consist primarily of: | ||||||||||||||||
• | increased amortization expense related to the intangible assets acquired in the acquisitions; | |||||||||||||||
• | increased interest expense to reflect the fixed-rate senior unsecured notes and variable-rate term loan entered into in connection with the Questcor Acquisition (utilizing the interest rate in effect at the acquisition date of 3.50%) and the variable-rate term loan and revolving credit facility entered into in connection with the Cadence Acquisition (utilizing the interest rate in effect at the acquisition date of 3.50%), including interest and amortization of deferred financing costs and original issue discount; and | |||||||||||||||
• | the related income tax effects. | |||||||||||||||
The following unaudited pro forma financial information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed date, nor is it necessarily an indication of future operating results. In addition, the unaudited pro forma financial information does not reflect the cost of any integration activities, benefits from any synergies that may be derived from the acquisitions or revenue growth that may be anticipated. | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 28, | March 28, | |||||||||||||||
2014 | 2014 | |||||||||||||||
Net sales | $ | 815.3 | $ | 1,633.70 | ||||||||||||
Net income | 10.2 | 70.5 | ||||||||||||||
Basic earnings per share | $ | 0.09 | $ | 0.62 | ||||||||||||
Diluted earnings per share | 0.09 | 0.61 | ||||||||||||||
License Agreement | ||||||||||||||||
Bristol-Myers Squibb | ||||||||||||||||
As part of the Cadence Acquisition, the Company acquired the exclusive development and commercialization rights to Ofirmev in the U.S. and Canada, as well as the rights to the patents and technology, which were originally in-licensed by Cadence from BMS in March 2006. BMS sublicensed these rights to Cadence under a license agreement with SCR Pharmatop S.A. ("Pharmatop"), and the Company has the right to grant sublicenses to third parties. Under this license agreement, the Company may be obligated to make future milestone payments of up to $25.0 million upon the achievement of certain levels of net sales, of which $10.0 million was paid during the three months ended March 27, 2015. In addition, the Company is obligated to pay royalties on sales of the product. During the three and six months ended March 27, 2015, the Company paid royalties of $5.0 million and $15.1 million, respectively. The royalties paid during the three and six months ended March 28, 2014, were immaterial. |
Restructuring_and_Related_Char
Restructuring and Related Charges | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Restructuring and Related Charges | ||||||||||||||||
5 | Restructuring and Related Charges | |||||||||||||||
During fiscal 2013, the Company launched a restructuring program designed to improve its cost structure ("the 2013 Mallinckrodt Program"). The 2013 Mallinckrodt Program includes actions across all segments, as well as within corporate functions. The Company expects to incur charges of $100.0 million to $125.0 million under this program as the specific actions required to execute on these initiatives are identified and approved, most of which are expected to be incurred by the end of fiscal 2016. In addition to the 2013 Mallinckrodt Program, the Company has taken restructuring actions to generate synergies from its fiscal 2014 acquisitions. | ||||||||||||||||
Net restructuring and related charges by segment were as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Specialty Brands | $ | 0.9 | $ | 2.1 | $ | 15.1 | $ | 2.1 | ||||||||
Specialty Generics | 2.7 | 0.6 | 2.7 | 0.6 | ||||||||||||
Global Medical Imaging | 0.2 | 18.5 | (7.1 | ) | 26.6 | |||||||||||
Corporate | — | 0.5 | 0.4 | 0.5 | ||||||||||||
Restructuring and related charges, net | 3.8 | 21.7 | 11.1 | 29.8 | ||||||||||||
Less: accelerated depreciation | (0.1 | ) | — | (0.2 | ) | (0.1 | ) | |||||||||
Restructuring charges, net | $ | 3.7 | $ | 21.7 | $ | 10.9 | $ | 29.7 | ||||||||
Net restructuring and related charges were comprised of the following: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
2013 Mallinckrodt Program | $ | 2.9 | $ | 22.6 | $ | (2.0 | ) | $ | 30.9 | |||||||
Acquisitions | 0.9 | (0.4 | ) | 13.1 | (0.4 | ) | ||||||||||
Other | — | (0.5 | ) | — | (0.7 | ) | ||||||||||
Total | 3.8 | 21.7 | 11.1 | 29.8 | ||||||||||||
Less: non-cash charges, including accelerated share-based compensation expense | (1.0 | ) | (2.6 | ) | (7.9 | ) | (2.7 | ) | ||||||||
Total charges expected to be settled in cash | $ | 2.8 | $ | 19.1 | $ | 3.2 | $ | 27.1 | ||||||||
Non-cash charges during the three and six months ended March 27, 2015 included $0.9 million and $7.7 million of accelerated share-based compensation expense related to employee terminations, primarily associated with the Questcor Acquisition. Non-cash charges during the three and six months ended March 28, 2014 included a $2.6 million non-cash facility closure charge associated with restructuring activities within the Global Medical Imaging segment. | ||||||||||||||||
The following table summarizes cash activity for restructuring reserves, substantially all of which are related to employee severance and benefits: | ||||||||||||||||
2013 Mallinckrodt Program | Acquisitions | Other | Total | |||||||||||||
Balance at September 26, 2014 | $ | 26.6 | $ | 7.9 | $ | 0.4 | $ | 34.9 | ||||||||
Charges | 5.8 | 6.3 | — | 12.1 | ||||||||||||
Changes in estimate | (7.9 | ) | (1.0 | ) | — | (8.9 | ) | |||||||||
Cash payments | (14.7 | ) | (11.3 | ) | (0.1 | ) | (26.1 | ) | ||||||||
Reclassifications (1) | (1.3 | ) | — | — | (1.3 | ) | ||||||||||
Currency translation | (0.7 | ) | — | — | (0.7 | ) | ||||||||||
Balance at March 27, 2015 | $ | 7.8 | $ | 1.9 | $ | 0.3 | $ | 10 | ||||||||
-1 | Represents the reclassification of pension and other postretirement benefits from restructuring reserves to pension and postretirement obligations. | |||||||||||||||
Net restructuring and related charges, including associated asset impairments, incurred cumulative-to-date related to the 2013 Mallinckrodt Program were as follows: | ||||||||||||||||
Specialty Brands | $ | 3.1 | ||||||||||||||
Specialty Generics | 14.1 | |||||||||||||||
Global Medical Imaging | 64.4 | |||||||||||||||
Corporate | 5.7 | |||||||||||||||
$ | 87.3 | |||||||||||||||
Substantially all of the restructuring reserves were included in accrued and other current liabilities on the Company's unaudited condensed consolidated balance sheets. |
Income_Taxes
Income Taxes | 6 Months Ended | |
Mar. 27, 2015 | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes | ||
6 | Income Taxes | |
The Company recognized an income tax benefit of $34.2 million on income from continuing operations before income taxes of $42.3 million for the three months ended March 27, 2015 and an income tax benefit of $20.3 million on loss from continuing operations before income taxes of $8.6 million for the three months ended March 28, 2014. This resulted in effective tax rates of negative 80.9% and positive 236.0% for the three months ended March 27, 2015 and March 28, 2014, respectively. The Company recognized income tax benefits of $43.5 million and $3.7 million on income from continuing operations before income taxes of $125.1 million and $54.4 million for the six months ended March 27, 2015 and March 28, 2014, respectively. This resulted in effective tax rates of negative 34.8% and negative 6.8% for the six months ended March 27, 2015 and March 28, 2014, respectively. | ||
The $13.9 million increase in tax benefit for the three months ended March 27, 2015, as compared with the three months ended March 28, 2014, resulted in an approximately 316% decrease in the effective tax rate. Of this overall decrease, 212% was attributable to a diminutive loss from continuing operations before taxes for the three months ended March 28, 2014, 66% was due to an increase in amortization of acquired intangible assets resulting in an increase to the favorable rate difference between non-U.S. and U.S. tax jurisdictions,36% was due to an increase in the favorable rate difference between non-U.S. and U.S. tax jurisdictions related to the impact of recent acquisitions which includes the impacts of acquisition financing and the integration of the acquired intangible property into the Company’s legal entity structure, and 3% was due to the recognition of previously unrecognized tax benefits within the three months ended March 27, 2015. | ||
The effective rate for the six months ended March 27, 2015, as compared with the six months ended March 28, 2014, decreased by approximately 28%, of which approximately 14% was attributable to an increase in the favorable rate difference between non-U.S. and U.S. tax jurisdictions related to the impact of recent acquisitions, which includes the impacts of acquisition financing and the integration of the acquired intangible property into the Company’s legal entity structure, and 10% was due to an increase in amortization of acquired intangible assets resulting in an increase to the favorable rate difference between non-U.S. and U.S. tax jurisdictions. | ||
As a part of the Cadence integration, the Company entered into an internal installment sale transaction during the year ended September 26, 2014. As a part of the Questcor integration, the Company entered into an internal installment sale transaction during the three months ended December 26, 2014. The Questcor internal installment sale transaction resulted in a decrease of $1,488.7 million to the deferred tax liability associated with the Acthar intangible asset, a $1,515.9 million increase to the deferred tax liability associated with an installment sale note receivable, a $25.3 million increase to deferred tax charges and a $1.9 million increase to prepaid taxes. | ||
During the three and six months ended March 27, 2015, the Company recognized a$22.5 million benefit associated with the expiration of tax indemnifications, as further discussed in Note 16, within discontinued operations within the unaudited condensed consolidated statement of income. The Company realized a deferred tax asset of $8.2 million and released a corresponding valuation allowance, which resulted in no net tax consequences associated with this expiration. | ||
The Company's unrecognized tax benefits, excluding interest, totaled $77.4 million at March 27, 2015 and $82.0 million at September 26, 2014. The net decrease of $4.6 million primarily resulted from decreases to prior period tax positions of $2.7 million, settlements of $4.0 million and the lapse of the applicable statutes of limitation of $1.3 million, which were partially offset by $3.4 million of increases to current year activity. If favorably settled, the $77.4 million of unrecognized tax benefits at March 27, 2015 would impact the effective tax rate. The total amount of accrued interest related to these obligations was $42.0 million at March 27, 2015 and $45.1 million at September 26, 2014. | ||
Additionally, the Company reduced its current and non-current payables by $5.0 million for matters other than uncertain tax positions related to periods prior to September 29, 2012. These reductions included payments of $3.0 million and a favorable impact to the tax provision for the three and six months ended March 27, 2015. | ||
It is reasonably possible that within the next twelve months, as a result of the resolution of various federal, state and foreign examinations and appeals and the expiration of various statutes of limitation, the unrecognized tax benefits will decrease by up to $15.0 million and the amount of interest and penalties will decrease by up to $11.3 million. |
Earnings_Loss_per_Share
Earnings (Loss) per Share | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Earnings (Loss) per Share [Abstract] | ||||||||||||||||
Earnings (Loss) per Share | ||||||||||||||||
7 | Earnings (Loss) per Share | |||||||||||||||
Beginning in the fourth quarter of fiscal 2014, basic earnings (loss) per share was computed using the two-class method. The two-class method is an earnings allocation that determines earnings per share for each class of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. The Company's restricted stock awards, issued in conjunction with the Questcor Acquisition in August 2014, are considered participating securities as holders are entitled to receive non-forfeitable dividends during the vesting term. Diluted earnings per share includes securities that could potentially dilute basic earnings per share during a reporting period, which includes all share-based compensation awards other than participating securities. Dilutive securities, including participating securities, are not included in the computation of loss per share when the Company reports a net loss from continuing operations as the impact would be anti-dilutive. | ||||||||||||||||
Prior to the fourth quarter of fiscal 2014, basic earnings (loss) per share was computed by dividing net income by the number of weighted-average shares outstanding during the period. Diluted earnings (loss) per share was computed using the weighted-average shares outstanding and, if dilutive, potential ordinary shares outstanding during the period. Potential ordinary shares represented the incremental ordinary shares issuable for restricted share units and share option exercises. The Company calculated the dilutive effect of outstanding restricted share units and share options on earnings (loss) per share by application of the treasury stock method. | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Mar-15 | 28-Mar-14 | 27-Mar-15 | 28-Mar-14 | |||||||||||||
Earnings (loss) per share numerator: | ||||||||||||||||
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities | $ | 76.5 | $ | 11.7 | $ | 168.6 | $ | 58.1 | ||||||||
Less: earnings allocated to participating securities | 0.7 | — | 1.7 | — | ||||||||||||
Income from continuing operations attributable to common shareholders, after earnings allocated to participating securities | 75.8 | 11.7 | 166.9 | 58.1 | ||||||||||||
Income (loss) from discontinued operations | 22.3 | (0.1 | ) | 22.9 | (0.9 | ) | ||||||||||
Less: earnings from discontinued operations allocated to participating securities | 0.2 | — | 0.2 | — | ||||||||||||
Income (loss) from discontinued operations attributable to common shareholders, after allocation of earnings to participating securities | 22.1 | (0.1 | ) | 22.7 | (0.9 | ) | ||||||||||
Net income attributable to common shareholders, after allocation of earnings to participating securities | $ | 97.9 | $ | 11.6 | $ | 189.6 | $ | 57.2 | ||||||||
Earnings (loss) per share denominator: | ||||||||||||||||
Weighted-average shares outstanding - basic | 115.6 | 58.2 | 115.2 | 58 | ||||||||||||
Impact of dilutive securities | 1.6 | 0.9 | 1.6 | 0.7 | ||||||||||||
Weighted-average shares outstanding - diluted | 117.2 | 59.1 | 116.8 | 58.7 | ||||||||||||
Basic earnings (loss) per share attributable to common shareholders | ||||||||||||||||
Income from continuing operations | $ | 0.66 | $ | 0.2 | $ | 1.45 | $ | 1 | ||||||||
Income (loss) from discontinued operations | 0.19 | — | 0.2 | (0.02 | ) | |||||||||||
Net income attributable to common shareholders | $ | 0.85 | $ | 0.2 | $ | 1.65 | $ | 0.99 | ||||||||
Diluted earnings (loss) per share attributable to common shareholders | ||||||||||||||||
Income from continuing operations | $ | 0.65 | $ | 0.2 | $ | 1.43 | $ | 0.99 | ||||||||
Income (loss) from discontinued operations | 0.19 | — | 0.19 | (0.02 | ) | |||||||||||
Net income attributable to common shareholders | $ | 0.84 | $ | 0.2 | $ | 1.62 | $ | 0.97 | ||||||||
There were no anti-dilutive equity awards excluded from the computation of diluted earnings per share for the three and six months ended March 27, 2015 and March 28, 2014, respectively. |
Inventories
Inventories | 6 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Inventory, Net [Abstract] | ||||||||
Inventories | ||||||||
8 | Inventories | |||||||
Inventories were comprised of the following at the end of each period: | ||||||||
March 27, | September 26, | |||||||
2015 | 2014 | |||||||
Raw materials and supplies | $ | 77 | $ | 73.6 | ||||
Work in process | 178.4 | 212.1 | ||||||
Finished goods | 93.3 | 110.9 | ||||||
$ | 348.7 | $ | 396.6 | |||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 6 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | ||||||||
9 | Property, Plant and Equipment | |||||||
The gross carrying amount and accumulated depreciation of property, plant and equipment at the end of each period was as follows: | ||||||||
March 27, | September 26, 2014 | |||||||
2015 | ||||||||
Property, plant and equipment, gross | $ | 1,900.00 | $ | 1,888.40 | ||||
Less: accumulated depreciation | (959.1 | ) | (939.2 | ) | ||||
Property, plant and equipment, net | $ | 940.9 | $ | 949.2 | ||||
Depreciation expense for property, plant and equipment was $27.0 million and $26.1 million during the three months ended March 27, 2015 and March 28, 2014, respectively, and $52.1 million and $52.4 million during the six months ended March 27, 2015 and March 28, 2014, respectively. Depreciation expense included depreciation on demonstration equipment of $0.5 million and $0.9 million for the three months ended March 27, 2015 and March 28, 2014, respectively, and $0.9 million and $2.0 million for the six months ended March 27, 2015 and March 28, 2014, respectively. Demonstration equipment was included within other assets on the unaudited condensed consolidated balance sheets. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||
10 | Goodwill and Intangible Assets | |||||||||||||||
The gross carrying amount and accumulated impairment of goodwill by segment at the end of each period were as follows: | ||||||||||||||||
27-Mar-15 | 26-Sep-14 | |||||||||||||||
Gross | Accumulated Impairment | Gross | Accumulated Impairment | |||||||||||||
Carrying | Carrying | |||||||||||||||
Amount | Amount | |||||||||||||||
Specialty Brands | $ | 2,219.10 | $ | — | $ | 2,194.90 | $ | — | ||||||||
Specialty Generics | 207 | — | 207 | — | ||||||||||||
Global Medical Imaging | 219.7 | (219.7 | ) | 219.7 | (219.7 | ) | ||||||||||
Total | $ | 2,645.80 | $ | (219.7 | ) | $ | 2,621.60 | $ | (219.7 | ) | ||||||
The gross carrying amount and accumulated amortization of intangible assets at the end of each period were as follows: | ||||||||||||||||
27-Mar-15 | 26-Sep-14 | |||||||||||||||
Gross | Accumulated | Gross | Accumulated | |||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||
Amount | Amount | |||||||||||||||
Amortizable: | ||||||||||||||||
Completed technology | $ | 7,040.10 | $ | 578.4 | $ | 7,040.10 | $ | 339.7 | ||||||||
Licenses | 185.1 | 93.6 | 185.1 | 87.3 | ||||||||||||
Customer relationships | 29.9 | 2.6 | 33.8 | 0.6 | ||||||||||||
Trademarks | 12.4 | 4.4 | 13 | 4.1 | ||||||||||||
Other | 6.7 | 6.7 | 6.7 | 5 | ||||||||||||
Total | $ | 7,274.20 | $ | 685.7 | $ | 7,278.70 | $ | 436.7 | ||||||||
Non-Amortizable: | ||||||||||||||||
Trademarks | $ | 35 | $ | 35 | ||||||||||||
In-process research and development | 235.2 | 235.2 | ||||||||||||||
Total | $ | 270.2 | $ | 270.2 | ||||||||||||
Intangible asset amortization expense was $123.6 million and $15.5 million during the three months ended March 27, 2015 and March 28, 2014, respectively. Intangible asset amortization expense was $249.1 million and $24.3 million during the six months ended March 27, 2015 and March 28, 2014, respectively. The estimated aggregate amortization expense on intangible assets owned by the Company is expected to be as follows: | ||||||||||||||||
Remainder of fiscal 2015 | $ | 247.4 | ||||||||||||||
Fiscal 2016 | 494.2 | |||||||||||||||
Fiscal 2017 | 492.3 | |||||||||||||||
Fiscal 2018 | 483.3 | |||||||||||||||
Fiscal 2019 | 483 | |||||||||||||||
Debt
Debt | 6 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | ||||||||
11 | Debt | |||||||
Debt was comprised of the following at the end of each period: | ||||||||
March 27, | September 26, 2014 | |||||||
2015 | ||||||||
Current maturities of long-term debt: | ||||||||
2.85% term loan due April 2016 | $ | 0.4 | $ | 0.4 | ||||
Term loans due March 2021 | 20 | 18.2 | ||||||
4.00% term loan due February 2022 | 1.1 | 1.2 | ||||||
Capital lease obligation | 0.9 | 1.4 | ||||||
Total current debt | 22.4 | 21.2 | ||||||
Long-term debt: | ||||||||
Variable-rate receivable securitization | 180 | 150 | ||||||
2.85% term loan due April 2016 | 2.2 | 2.7 | ||||||
3.50% notes due April 2018 | 300 | 300 | ||||||
Term loans due March 2021 | 1,962.70 | 1,972.10 | ||||||
4.00% term loan due February 2022 | 7.9 | 9.6 | ||||||
9.50% debentures due May 2022 | 10.4 | 10.4 | ||||||
5.75% notes due August 2022 | 900 | 900 | ||||||
8.00% debentures due March 2023 | 4.7 | 8 | ||||||
4.75% notes due April 2023 | 598.4 | 598.3 | ||||||
Capital lease obligation | — | 0.4 | ||||||
Total long-term debt | 3,966.30 | 3,951.50 | ||||||
Total debt | $ | 3,988.70 | $ | 3,972.70 | ||||
In April 2013, Mallinckrodt International Finance S.A. ("MIFSA"), a subsidiary of the Company, issued and sold in a private placement $300.0 million aggregate principal amount of 3.50% senior unsecured notes due April 2018 and $600.0 million aggregate principal amount of 4.75% senior unsecured notes due April 2023 (collectively, "the Notes"). The Notes are subject to an indenture which contains customary affirmative and negative covenants. Mallinckrodt plc has fully and unconditionally guaranteed the Notes on an unsecured and unsubordinated basis. MIFSA pays interest on the Notes semiannually in arrears on April 15th and October 15th of each year. | ||||||||
In March 2014, in connection with the Cadence Acquisition, MIFSA and Mallinckrodt CB LLC ("MCB"), each a wholly-owned subsidiary of the Company, entered into senior secured credit facilities consisting of a $1.3 billion term loan facility due 2021 ("the March 2014 Term Loan") and a $250.0 million revolving credit facility due 2019 ("the Revolver") (collectively, "the Facilities"). The Facilities are fully and unconditionally guaranteed by Mallinckrodt plc, certain of its direct or indirect wholly-owned U.S. subsidiaries and each of its direct or indirect wholly-owned subsidiaries that owns directly or indirectly any such wholly-owned U.S. subsidiary (collectively, "the Guarantors"). The Facilities contain customary affirmative and negative covenants and are secured by a security interest in certain assets of MIFSA, MCB and the Guarantors. The Facilities bear interest at LIBOR plus a margin based on the Company's total net leverage ratio, and the March 2014 Term Loan is subject to a minimum LIBOR level of 0.75%. Interest payment dates are variable based on the LIBOR rate utilized, but the Company generally expects interest to be payable every 90 days. The March 2014 Term Loan requires quarterly principal amortization payments in an amount equal to 0.25% of the original principal amount of the March 2014 Term Loan payable on the last day of each calendar quarter, which commenced June 30, 2014, with the remaining balance payable on the due date, March 19, 2021. The Revolver contains a $150.0 million letter of credit provision, of which none had been issued as of March 27, 2015. The fee applied to outstanding letters of credit is based on the interest rate applied to borrowings. As of March 27, 2015, the applicable interest rate on outstanding borrowings under the Revolver would have been approximately 2.70%; however, there were no outstanding borrowings. As of March 27, 2015, the applicable interest rate for the March 2014 Term Loan was 3.25% and outstanding borrowings totaled approximately $1.3 billion. | ||||||||
In July 2014, Mallinckrodt Securitization S.À.R.L. ("Mallinckrodt Securitization"), a wholly-owned special purpose subsidiary of the Company, entered into a $160.0 million accounts receivable securitization facility that matures in July 2017 ("the Receivable Securitization"). In January 2015, Mallinckrodt Securitization amended the Receivable Securitization with third-party lenders to increase the borrowing limit from $160.0 million to $250.0 million. The terms of the Receivable Securitization, and the determination of interest rates, were largely unchanged. Mallinckrodt Securitization may, from time to time, obtain up to $250.0 million in third-party borrowings secured by certain receivables, which may be increased to $300.0 million upon approval of the third-party lenders, subject to certain conditions. The Receivable Securitization agreements contain customary representations, warranties and affirmative and negative covenants. Loans under the Receivable Securitization bear interest (including facility fees) at a rate equal to one-month LIBOR plus a margin of 0.80%, and are repaid as required under the limits established by the borrowing base, at maturity or on an interim basis at management's discretion. As of March 27, 2015, the applicable interest rate on outstanding borrowings under the Receivable Securitization was 0.98% and outstanding borrowings totaled $180.0 million. | ||||||||
In August 2014, MIFSA and MCB issued $900.0 million aggregate principal amount of 5.75% senior unsecured notes due August 1, 2022 ("the 2022 Notes"). The 2022 Notes are guaranteed on an unsecured basis by certain of MIFSA's subsidiaries and are subject to an indenture that contains certain customary covenants and events of default. The indenture also allows for early redemption under certain circumstances. MIFSA will pay interest on the 2022 Notes semiannually in arrears on February 1st and August 1st of each year, which commenced on February 1, 2015. | ||||||||
In August 2014, MIFSA and MCB entered into a $700.0 million senior secured term loan facility ("the August 2014 Term Loan"). The August 2014 Term Loan is an incremental tranche under the credit agreement governing the Facilities entered into in March 2014, and has substantially similar terms to the March 2014 Term Loan (other than pricing), including the determination of interest rates and quarterly principal amortization payments equal to 0.25% of the original principal amount of the August 2014 Term Loan. The quarterly principal payments commenced on December 31, 2014, with the remaining balance payable on the due date of March 19, 2021. Mallinckrodt plc and its subsidiaries (other than MIFSA, MCB and the subsidiaries of MIFSA that guarantee the Facilities) will not guarantee the August 2014 Term Loan, and the August 2014 Term Loan will not be secured by the assets of such entities. The August 2014 Term Loan bears interest under substantially similar terms of the March 2014 Term Loan, including the use of LIBOR rates with a minimum floor, except that the margin applied to LIBOR is not dependent upon the Company's total net leverage ratio. At March 27, 2015, the applicable interest rate for the August 2014 Term Loan was 3.50% and outstanding borrowings totaled $698.3 million. | ||||||||
As of March 27, 2015, the Company was, and expects to remain, in compliance with the provisions and covenants associated with its debt agreements. |
Retirement_Plans
Retirement Plans | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Retirement Plans | ||||||||||||||||
12 | Retirement Plans | |||||||||||||||
The net periodic benefit cost for the Company's defined benefit pension plans was as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Service cost | $ | 1.2 | $ | 1.2 | $ | 2.4 | $ | 2.5 | ||||||||
Interest cost | 4.4 | 5 | 8.9 | 9.9 | ||||||||||||
Expected return on plan assets | (5.7 | ) | (6.1 | ) | (11.5 | ) | (12.2 | ) | ||||||||
Amortization of net actuarial loss | 2.4 | 2.1 | 4.7 | 4.2 | ||||||||||||
Amortization of prior service (credit) cost | (0.2 | ) | (0.2 | ) | (0.4 | ) | (0.3 | ) | ||||||||
Plan settlements | 1.2 | 0.3 | 1.2 | 0.3 | ||||||||||||
Net periodic benefit cost | $ | 3.3 | $ | 2.3 | $ | 5.3 | $ | 4.4 | ||||||||
The net periodic benefit credit for the Company's postretirement benefit plans for the three months ended March 27, 2015 and March 28, 2014 was $0.5 million and $1.8 million, respectively, and for the six months ended March 27, 2015 and March 28, 2014 was $1.0 million and $3.6 million, respectively. The individual components of the credit were not material. | ||||||||||||||||
Net periodic benefit cost (credit) for the Company's defined benefit pension plans and postretirement benefit plans was included within cost of sales and selling, general and administrative expenses on the unaudited condensed consolidated statements of income. | ||||||||||||||||
The Company does not anticipate making material involuntary contributions in fiscal 2015, but may elect to make voluntary contributions to its defined benefit pension plans or its postretirement benefit plans during fiscal 2015. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||
13 | Accumulated Other Comprehensive Income | |||||||||||||||
The following summarizes the change in accumulated other comprehensive income for the six months ended March 27, 2015: | ||||||||||||||||
Currency Translation | Unrecognized Gain (Loss) on Derivatives | Unrecognized Gain (Loss) on Benefit Plans | Accumulated Other Comprehensive Income | |||||||||||||
Balance at September 26, 2014 | $ | 131 | $ | (6.8 | ) | $ | (58.5 | ) | $ | 65.7 | ||||||
Other comprehensive income before reclassifications | (58.9 | ) | — | (1.3 | ) | (60.2 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | 0.2 | 2.2 | 2.4 | ||||||||||||
Net current period other comprehensive income (loss) | (58.9 | ) | 0.2 | 0.9 | (57.8 | ) | ||||||||||
Balance at March 27, 2015 | $ | 72.1 | $ | (6.6 | ) | $ | (57.6 | ) | $ | 7.9 | ||||||
The following summarizes reclassifications out of accumulated other comprehensive income for the three and six months ended March 27, 2015: | ||||||||||||||||
Amount Reclassified from | ||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||
Three Months Ended March 27, 2015 | Six Months Ended March 27, 2015 | Line Item in the Unaudited Condensed Consolidated | ||||||||||||||
Statement of Income | ||||||||||||||||
Amortization of unrealized gain on derivatives | $ | 0.2 | $ | 0.3 | Interest expense | |||||||||||
Income tax provision | (0.1 | ) | (0.1 | ) | Income tax benefit | |||||||||||
Net of income taxes | 0.1 | 0.2 | ||||||||||||||
Amortization of pension and post-retirement benefit plans: | ||||||||||||||||
Net actuarial loss | 2.4 | 4.7 | (1) | |||||||||||||
Prior service credit | (1.2 | ) | (2.3 | ) | (1) | |||||||||||
Plan settlements | 1.2 | 1.2 | ||||||||||||||
Total before tax | 2.4 | 3.6 | ||||||||||||||
Income tax provision | (0.9 | ) | (1.4 | ) | Income tax benefit | |||||||||||
Net of income taxes | 1.5 | 2.2 | ||||||||||||||
Total reclassifications for the period | $ | 1.6 | $ | 2.4 | ||||||||||||
-1 | These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note 12 for additional details. | |||||||||||||||
The following summarizes the changes in accumulated other comprehensive income for the six months ended March 28, 2014: | ||||||||||||||||
Currency Translation | Unrecognized Gain (Loss) on Derivatives | Unrecognized Gain (Loss) on Benefit Plans | Accumulated Other Comprehensive Income | |||||||||||||
Balance at September 27, 2013 | $ | 158.6 | $ | (7.3 | ) | $ | (42.8 | ) | $ | 108.5 | ||||||
Other comprehensive income before reclassifications | (2.0 | ) | — | — | (2.0 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 0.2 | (0.3 | ) | (0.1 | ) | ||||||||||
Net current period other comprehensive income (loss) | (2.0 | ) | 0.2 | (0.3 | ) | (2.1 | ) | |||||||||
Balance at March 28, 2014 | $ | 156.6 | $ | (7.1 | ) | $ | (43.1 | ) | $ | 106.4 | ||||||
The following summarizes reclassifications out of accumulated other comprehensive income for the three and six months ended March 28, 2014: | ||||||||||||||||
Amount Reclassified from | ||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||
Three Months Ended March 28, 2014 | Six Months Ended March 28, 2014 | Line Item in the Unaudited Condensed Consolidated | ||||||||||||||
Statement of Income | ||||||||||||||||
Amortization of unrealized gain on derivatives | $ | 0.1 | $ | 0.3 | Interest expense | |||||||||||
Income tax provision | — | (0.1 | ) | Income tax benefit | ||||||||||||
Net of income taxes | 0.1 | 0.2 | ||||||||||||||
Amortization of pension and post-retirement benefit plans: | ||||||||||||||||
Net actuarial loss | 2.1 | 4.2 | (1) | |||||||||||||
Prior service credit | (2.4 | ) | (4.9 | ) | (1) | |||||||||||
Plan settlements | 0.3 | 0.3 | ||||||||||||||
Total before tax | — | (0.4 | ) | |||||||||||||
Income tax provision | — | 0.1 | Income tax benefit | |||||||||||||
Net of income taxes | — | (0.3 | ) | |||||||||||||
Total reclassifications for the period | $ | 0.1 | $ | (0.1 | ) | |||||||||||
-1 | ||||||||||||||||
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note 12 for additional details. |
Transactions_with_Former_Paren
Transactions with Former Parent Company | 6 Months Ended | |
Mar. 27, 2015 | ||
Related Party Transactions [Abstract] | ||
Transactions with Former Parent Company | ||
14 | Transactions with Former Parent Company | |
On June 28, 2013, the Pharmaceuticals business of Covidien plc, which was subsequently acquired by Medtronic plc, ("Covidien") was transferred to Mallinckrodt plc, thereby completing its legal separation from Covidien ("the Separation"). Prior to the completion of the Separation on June 28, 2013, the Company was part of Covidien and, as such, transactions between Covidien and the Company were considered related party transactions. The continuing relationship between Covidien and the Company was primarily governed through agreements entered into as part of the Separation, including a separation and distribution agreement, a tax matters agreement and a transition services agreement. These agreements were filed with the SEC as Exhibits 2.1, 10.1 and 10.3, respectively, to the Company's Current Report on Form 8-K filed on July 1, 2013. For further discussion on these agreements and other historical related party transactions, refer to the Company's Annual Report on Form 10-K filed with the SEC on November 24, 2014. | ||
Sales and Purchases | ||
During the three months ended March 27, 2015 and March 28, 2014, the Company sold inventory to Covidien in the amount of $10.2 million and $11.1 million, respectively, which is included in net sales in the unaudited condensed consolidated statements of income. During the six months ended March 27, 2015 and March 28, 2014, the Company sold inventory to Covidien in the amount of $19.4 million and $23.2 million, respectively. The Company also purchases inventories from Covidien. The Company recognized cost of sales from these inventory purchases of $4.3 million and $9.3 million during the three months ended March 27, 2015 and March 28, 2014, respectively, and $8.8 million and $19.3 million during the six months ended March 27, 2015 and March 28, 2014, respectively. | ||
Balance Sheet Impacts | ||
Subsequent to the Separation, the Company and Covidien maintain an ongoing relationship in which each party may provide services to the other party, including the distribution of goods. As a result of these relationships, the unaudited condensed consolidated balance sheets as of March 27, 2015 and September 26, 2014 included $10.9 million and $82.2 million, respectively, of amounts due to the Company from Covidien, within prepaid expenses and other current assets, and $5.4 million and $84.5 million, respectively, of amounts the Company owes Covidien, included within accrued and other liabilities. | ||
Transition Services Agreement | ||
The Company and Covidien entered into a transition services agreement in connection with the Separation pursuant to which the Company and Covidien provided each other, on an interim and transitional basis, various services including, but not limited to, treasury administration, information technology services, non-exclusive distribution and importation services for the Company's products in certain countries outside the U.S., regulatory, general and administrative services and other support services. The agreed-upon charges for such services were generally intended to allow the servicing party to recover all out-of-pocket costs and expenses, and included a predetermined profit margin. The Company terminated the transition services agreement during the first quarter of fiscal 2015. |
Guarantees
Guarantees | 6 Months Ended | |
Mar. 27, 2015 | ||
Guarantees [Abstract] | ||
Guarantees | ||
15 | Guarantees | |
In disposing of assets or businesses, the Company has historically provided representations, warranties and indemnities to cover various risks and liabilities, including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities related to periods prior to disposition. The Company assesses the probability of potential liabilities related to such representations, warranties and indemnities and adjusts potential liabilities as a result of changes in facts and circumstances. The Company believes, given the information currently available, that their ultimate resolution will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||
In connection with the sale of the Specialty Chemicals business (formerly known as Mallinckrodt Baker) in fiscal 2010, the Company agreed to indemnify the purchaser with respect to various matters, including certain environmental, health, safety, tax and other matters. The indemnification obligations relating to certain environmental, health and safety matters have a term of 17 years from the sale, while some of the other indemnification obligations have an indefinite term. The amount of the liability relating to all of these indemnification obligations included in other liabilities on the Company's unaudited condensed consolidated balance sheets as of March 27, 2015 and September 26, 2014 was $15.9 million and $16.6 million, respectively, of which $13.1 million and $13.9 million, respectively, related to environmental, health and safety matters. The value of the environmental, health and safety indemnity was measured based on the probability-weighted present value of the costs expected to be incurred to address environmental, health and safety claims made under the indemnity. The aggregate fair value of these indemnification obligations did not differ significantly from their aggregate carrying value at March 27, 2015 and September 26, 2014. As of March 27, 2015, the maximum future payments the Company could be required to make under these indemnification obligations was $71.0 million. The Company was required to pay $30.0 million into an escrow account as collateral to the purchaser, of which $19.0 million and $19.4 million remained in other assets on the unaudited condensed consolidated balance sheets at March 27, 2015 and September 26, 2014, respectively. | ||
The Company has recorded liabilities for known indemnification obligations included as part of environmental liabilities, which are discussed in Note 16. In addition, the Company is liable for product performance; however, the Company believes, given the information currently available, that their ultimate resolution will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||
The Company is required to provide the U.S. Nuclear Regulatory Commission financial assurance demonstrating its ability to fund the decommissioning of its Maryland Heights, Missouri radiopharmaceuticals production facility upon closure, though the Company does not intend to close this facility. The Company has provided this financial assurance in the form of a $57.2 million surety bond. | ||
In addition, as of March 27, 2015, the Company had a $21.1 million letter of credit to guarantee decommissioning costs associated with its Saint Louis, Missouri plant, though it does not intend to close this facility. As of March 27, 2015, the Company had various other letters of credit and guarantee and surety bonds totaling $38.4 million. | ||
In addition, the separation and distribution agreement entered into with Covidien at the Separation provides for cross-indemnities principally designed to place financial responsibility of the obligations and liabilities of the Company's business with the Company and financial responsibility for the obligations and liabilities of Covidien's remaining business with Covidien, among other indemnities. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |||
Mar. 27, 2015 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | ||||
16 | Commitments and Contingencies | |||
The Company is subject to various legal proceedings and claims, including patent infringement claims, product liability matters, environmental matters, employment disputes, contractual disputes and other commercial disputes, including those described below. The Company believes that these legal proceedings and claims likely will be resolved over an extended period of time. Although it is not feasible to predict the outcome of these matters, the Company believes, unless indicated below, given the information currently available, that their ultimate resolution will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Governmental Proceedings | ||||
On November 30, 2011 and October 22, 2012, the Company received subpoenas from the U.S. Drug Enforcement Administration requesting production of documents relating to its suspicious order monitoring program. | ||||
On September 24, 2012, Questcor received a subpoena from the United States Attorney's Office ("the USAO") for the Eastern District of Pennsylvania for information relating to its promotional practices. Questcor has also been informed by the USAO for the Eastern District of Pennsylvania that the USAO for the Southern District of New York and the SEC are also participating in the investigation to review Questcor's promotional practices and related matters. | ||||
On June 11, 2014, Questcor received a subpoena and Civil Investigative Demand ("CID") from the Federal Trade Commission ("FTC") seeking documentary materials and information regarding the FTC's investigation into whether Questcor's acquisition of certain rights to develop, market, manufacture, distribute, sell and commercialize Synacthen Depot® from Novartis AG and Novartis Pharma AG (collectively, "Novartis") violates antitrust laws. | ||||
In late November 2014, the Company received a CID from the Civil Medicaid Fraud Division of the Texas Attorney General's Office. According to the CID, the Attorney General's office is investigating the possibility of false reporting of information by the Company regarding the prices of certain of its drugs used by Texas Medicaid to establish reimbursement rates for pharmacies that dispensed the Company's drugs to Texas Medicaid recipients. | ||||
The Company is in the process of responding to each of the subpoenas and CIDs and intends to cooperate fully in each investigation. | ||||
Mallinckrodt Inc. v. U.S. Food and Drug Administration and United States of America. The Company filed a Complaint for Declaratory and Injunctive Relief in the U.S. District Court for the District of Maryland Greenbelt Division against the FDA and the United States of America on November 17, 2014 for judicial review of what the Company believes is the FDA's inappropriate and unlawful reclassification of the Company's Methylphenidate HCl Extended-Release tablets USP (CII) ("Methylphenidate ER") in the Orange Book: Approved Drug Products with Therapeutic Equivalence ("Orange Book") on November 13, 2014. In its complaint, the Company has asked the court to: issue an injunction to (a) set aside the FDA's reclassification of the Company's Methylphenidate ER products from freely substitutable at the pharmacy level (class AB) to presumed to be therapeutically inequivalent (class BX) in the Orange Book and (b) prohibit the FDA from reclassifying the Company's Methylphenidate ER products in the future without following applicable legal requirements; and issue a declaratory judgment that the FDA's action reclassifying the Company's Methylphenidate ER products in the Orange Book is unlawful. The Company concurrently filed a motion with the same court requesting an expedited hearing to issue a temporary restraining order ("TRO") directing the FDA to reinstate the Orange Book AB rating for the Company's Methylphenidate ER products on a temporary basis. At a hearing held on November 25, 2014, the court denied the Company's motion for a TRO. On December 23, 2014, the FDA filed a motion to dismiss the Compliant with the district court. The Company filed its opposition to the motion to dismiss on January 9, 2015, and concurrently filed a motion for summary judgment. | ||||
Patent/Antitrust Litigation | ||||
Tyco Healthcare Group LP, et al. v. Mutual Pharmaceutical Company, Inc. In March 2007, the Company filed a patent infringement suit in the U.S. District Court for the District of New Jersey against Mutual Pharmaceutical Co., Inc., et al. (collectively, "Mutual") after Mutual submitted an Abbreviated New Drug Application ("ANDA") to the FDA seeking to sell a generic version of the Company's 7.5mg RESTORIL™ sleep aid product. Mutual also filed antitrust and unfair competition counterclaims. The patents at issue have since expired or been found invalid. On January 18, 2013, the trial court issued an opinion and order granting the Company's motion for summary judgment regarding Mutual's antitrust and unfair competition counterclaims. On May 1, 2013, Mutual appealed this decision to the U.S. Court of Appeals for the Federal Circuit and on August 6, 2014, the Federal Circuit issued a split decision, affirming the trial court in part and remanding to the trial court certain counterclaims for further proceedings. In December 2014, the Company filed a motion for summary judgment with the U.S. District Court regarding the remanded issues. | ||||
'222 and '218 Patent Litigation: Exela Pharma Sciences, LLC. In August 2011, Cadence, a subsidiary of the Company, and Pharmatop, the owner of the two U.S. patents licensed exclusively by Cadence, filed suit in the U.S. District Court for the District of Delaware against Exela Pharma Sciences, LLC, Exela PharmaSci, Inc. and Exela Holdings, Inc. (collectively, "Exela"), alleging that Exela infringed U.S. Patent Nos. 6,028,222 ("the '222 patent") and 6,992,218 ("the '218 patent") by submitting an ANDA to the FDA seeking to sell a generic version of Ofirmev. The filing of the lawsuit triggered a stay of FDA approval of the Exela ANDA until the earlier of the expiration of a 30-month period, the expiration of the '222 and '218 patents, the entry of a settlement order or consent decree stating that the '222 and '218 patents are invalid or not infringed, a decision in the case concerning infringement or validity that is favorable to Exela, or such shorter or longer period as the court may order. After a bench trial, the court ruled in favor of Cadence in November 2013 and found that Exela's ANDA infringed the '222 and '218 patents. On December 20, 2013, Exela appealed the decision and oral arguments in the appeal occurred on November 7, 2014. In March 2015, the Federal Circuit affirmed the district court decision. | ||||
'222 and '218 Patent Litigation: InnoPharma Licensing LLC and InnoPharma, Inc. In September 2014, Cadence and Mallinckrodt IP, subsidiaries of the Company, filed suit in the U.S. District Court for the District of Delaware against InnoPharma Licensing LLC and InnoPharma, Inc. (collectively "InnoPharma") following receipt of an August 2014 notice from InnoPharma concerning its submission of a New Drug Application ("NDA"), containing a Paragraph IV patent certification with the FDA for a competing version of Ofirmev. | ||||
'222 and '218 Patent Litigation: Agila Specialties Private Limited, Inc. and Agila Specialties Inc. (a Mylan Inc. Company), (collectively "Agila"). In December 2014, Cadence and Mallinckrodt IP, subsidiaries of the Company, filed suit in the U.S. District Court for the District of Delaware against Agila following receipt of a November 2014 notice from Agila concerning its submission of a NDA containing a Paragraph IV patent certification with the FDA for a competing version of Ofirmev. | ||||
The Company intends to vigorously enforce its intellectual property rights relating to Ofirmev to prevent the marketing of infringing generic or competing products prior to the expiration of the Cadence patents. An adverse outcome in either the Exela, InnoPharma or Agila matters ultimately could result in the launch of one or more generic versions of Ofirmev before the expiration of the last of the listed patents on June 6, 2021 (or December 6, 2021 if pediatric exclusivity is granted), which could adversely affect the Company's ability to successfully maximize the value of Ofirmev and have an adverse effect on its financial condition, results of operations and cash flows. | ||||
'222 and '218 Patents: Ex Parte Reexamination. In September 2012, Exela filed with the U.S. Patent and Trademark Office ("USPTO") a Request for Ex Parte Reexamination of the '222 patent and the USPTO granted that request. The reexamination process requires the USPTO to consider the scope and validity of the patent based on substantial new questions of patentability raised by a third-party or the USPTO. Cadence and Pharmatop have filed, with the USPTO, a patent owner's statement commenting on the reexamination request, and thereafter the parties made various submissions. In March 2015, the USPTO issued an ex parte reexamination certificate for the '222 patent listing the claims that resulted from the reexamination proceeding. | ||||
In addition, in January 2014, an unidentified third-party filed, with the USPTO, a Request for Ex Parte Reexamination of the '218 patent. The reexamination request was granted on March 14, 2014. In July 2014, the USPTO issued a Non-Final Office Action in the '218 reexamination in which it rejected certain claims. In September 2014, Cadence and Pharmatop filed an Amendment and Response to the Office Action. Cadence and Pharmatop filed a supplemental response in January 2015. | ||||
All of the claims of the '218 patent remain valid and in force during the reexamination proceeding. Because the Company and Pharmatop believe that the scope and validity of the patent claims in the '222 reexamination certificate and the '218 patent are appropriate and that the USPTO's prior issuances of the patents were correct, the Company, in conjunction with Pharmatop, will vigorously defend these patents. It is not possible at this time to determine with certainty whether the Company will ultimately succeed in maintaining the full scope and validity of the claims of the '218 patent during reexamination. If any of the patent claims in the '218 patent ultimately are narrowed during prosecution before the USPTO, the extent of the patent coverage afforded to Ofirmev could be impaired, which could have a material adverse effect on the Company's financial condition, results of operations and cash flows. | ||||
'218 Patent Litigation: Exela Pharma Sciences, LLC. In April 2012, Exela filed suit against David J. Kappos and the USPTO in the U.S. District Court for the Eastern District of Virginia for declaratory judgment seeking a reversal of the USPTO's decision not to act on a petition by Exela to vacate the USPTO's April 2003 order reviving the international application for the '218 patent. The lawsuit followed the USPTO's rejection of Exela's petition to the USPTO filed in November 2011, which sought to vacate the April 2003 order. The USPTO determined that Exela lacked standing to seek such relief. Exela also seeks declaratory judgment that the USPTO's rules and regulations that allow for revival of abandoned, international patent applications under the "unintentional" standard are invalid, and seeks similar relief in connection with one or more counterclaims it has filed in the Delaware litigation. Cadence intervened in this lawsuit and in December 2012, the district court dismissed the case with prejudice as barred by the applicable statute of limitations. In February 2013, Exela appealed the dismissal to the Court of Appeals for the Federal Circuit and oral arguments were held in February 2014. In March 2015, the Federal Circuit affirmed the district court's dismissal of the Exela complaint. | ||||
'222 and '218 Patent Litigation Settlements. Four other similar cases involving generic and/or competing versions of Ofirmev have previously settled. In each settlement, the defendant was granted the non-exclusive right to market a generic intravenous acetaminophen product in the U.S. under its respective ANDA after December 6, 2020, or earlier under certain circumstances. In connection with those settlements, one settling party was granted the exclusive right of first refusal to negotiate an agreement with Cadence to market an authorized generic of Ofirmev in the U.S. in the event that Cadence elects to launch an authorized generic version of the product. If that settling party elects not to exercise its right of first refusal, Cadence has agreed to grant a similar right of first refusal to another settling party. As part of another settlement, Cadence entered into a supply agreement under which an affiliate of one of the settling parties will develop, manufacture and supply commercial quantities of Ofirmev to the Company if certain regulatory approvals are obtained. | ||||
Commercial and Securities Litigation | ||||
Retrophin Litigation. In January 2014, Retrophin, Inc. filed a lawsuit against Questcor in the U.S. District Court for the Central District of California, alleging a variety of federal and state antitrust violations based on Questcor's acquisition from Novartis of certain rights to develop, market, manufacture, distribute, sell and commercialize Synacthen. Discovery has commenced, and the court set October 30, 2015 as the deadline for filing dispositive motions. | ||||
Glenridge Litigation. In June 2011, Glenridge Pharmaceuticals, LLC ("Glenridge"), filed a lawsuit against Questcor in the Superior Court of California, Santa Clara County, alleging that Questcor had underpaid royalties to Glenridge under a royalty agreement related to net sales of Acthar. In August 2012, Questcor filed a separate lawsuit against the three principals of Glenridge, as well as Glenridge, challenging the enforceability of the royalty agreement. In August 2013, the lawsuits were consolidated into one case in the Superior Court of California, Santa Clara County. On October 29, 2014, the parties entered into a binding term sheet settling the lawsuit. Under the terms of the settlement, the royalty rate payable by Questcor was reduced, royalties were capped instead of being payable for so long as Acthar was sold and Questcor agreed to pay Glenridge a reduced amount in satisfaction of royalties Questcor had previously accrued but not paid during the course of the lawsuit. In February 2015, the settlement agreement was finalized, with terms consistent with the October 2014 term sheet. | ||||
Putative Class Action Securities Litigation. On September 26, 2012, a putative class action lawsuit was filed against Questcor and certain of its officers and directors in the U.S. District Court for the Central District of California, captioned John K. Norton v. Questcor Pharmaceuticals, et al., No. SACvl2-1623 DMG (FMOx). The complaint purports to be brought on behalf of shareholders who purchased Questcor common stock between April 26, 2011 and September 21, 2012. The complaint generally alleges that Questcor and certain of its officers and directors engaged in various acts to artificially inflate the price of Questcor stock and enable insiders to profit through stock sales. The complaint asserts that Questcor and certain of its officers and directors violated sections l0(b) and/or 20(a) of the Securities Exchange Act of 1934, as amended ("the Exchange Act"), by making allegedly false and/or misleading statements concerning the clinical evidence to support the use of Acthar for indications other than infantile spasms, the promotion of the sale and use of Acthar in the treatment of multiple sclerosis and nephrotic syndrome, reimbursement for Acthar from third-party insurers, and Questcor's outlook and potential market growth for Acthar. The complaint seeks damages in an unspecified amount and equitable relief against the defendants. This lawsuit has been consolidated with four subsequently-filed actions asserting similar claims under the caption: In re Questcor Securities Litigation, No. CV 12-01623 DMG (FMOx). On October 1, 2013, the District Court granted in part and denied in part Questcor's motion to dismiss the consolidated amended complaint. On October 29, 2013, Questcor filed an answer to the consolidated amended complaint and fact discovery was concluded in January 2015. In April 2015, the parties executed a long-form settlement agreement, under the terms of which Questcor agreed to pay $38.0 million to resolve the plaintiff's claims, inclusive of all fees and costs. Questcor and the individual defendants maintain that the plaintiffs' claims are without merit, and have entered into the settlement to eliminate the uncertainties, burden and expense of further protracted litigation. During the three months ended March 27, 2015, the Company established a $38.0 million reserve for this settlement. The settlement is subject to a number of conditions, including, among other things, final court approval following notice to the class. | ||||
Federal Shareholder Derivative Litigation. On October 4, 2012, another alleged shareholder filed a derivative lawsuit in the U.S. District Court for the Central District of California captioned Gerald Easton v. Don M. Bailey, et al., No. SACV12-01716 DOC (JPRx). The suit asserts claims substantially identical to those asserted in the do Valle derivative action, described below, against the same defendants. This lawsuit has been consolidated with five subsequently-filed actions asserting similar claims under the caption: In re Questcor Shareholder Derivative Litigation, CV 12- 01716 DMG (FMOx). Following the resolution of the motion to dismiss in the consolidated putative securities class action, the court issued an order staying the federal derivative action until the earlier of: (a) 60 days after the resolution of any motion for summary judgment filed in the putative class action lawsuit, (b) 60 days after the deadline to file a motion for summary judgment in the putative class action lawsuit, if none is filed, or (c) the execution of any settlement agreement (including any partial settlement agreement) to resolve the putative class action lawsuit. | ||||
State Shareholder Derivative Litigation. On October 2, 2012, an alleged shareholder filed a derivative lawsuit purportedly on behalf of Questcor against certain of its officers and directors in the Superior Court of the State of California, Orange County, captioned Monika do Valle v. Virgil D. Thompson, et al., No. 30-2012-00602258-CU-SL-CXC. The complaint asserted claims for breach of fiduciary duty, abuse of control, mismanagement and waste of corporate assets arising from substantially similar allegations as those contained in the putative securities class action described above, as well as from allegations relating to sales of Questcor common stock by the defendants and repurchases of Questcor common stock. The complaint sought an unspecified sum of damages and equitable relief. On October 24, 2012, another alleged shareholder filed a derivative lawsuit purportedly on behalf of Questcor against certain of its officers and directors in the Superior Court of the State of California, Orange County, captioned Jones v. Bailey, et al., Case No. 30-2012-00608001-CU-MC-CXC. The suit asserted claims substantially identical to those asserted in the do Valle derivative action. On February 19, 2013, the court issued an order staying the state derivative actions until the putative federal securities class action and federal derivative actions are resolved. On May 17, 2014, the court granted plaintiffs' request for dismissal without prejudice of the Jones action. On November 18, 2014, the do Valle matter was voluntarily dismissed. | ||||
Put Options Securities Action. In March 2013, individual traders of put options filed a securities complaint in the U.S. District Court for the Central District of California captioned David Taban, et al. v. Questcor Pharmaceuticals, Inc., No. SACV13-0425. The complaint generally asserts claims against Questcor and certain of its officers and directors for violations of the Exchange Act and for state law fraud and fraudulent concealment based on allegations similar to those asserted in the putative securities class action described above. The complaint seeks compensatory and punitive damages of an unspecified amount. Following the resolution of the motion to dismiss in the consolidated putative securities class action, the court issued an order staying this action until the earlier of: (a) 60 days after the resolution of any motion for summary judgment filed in the putative class action lawsuit, (b) 60 days after the deadline to file a motion for summary judgment in the putative class action lawsuit, if none is filed, or (c) the execution of any settlement agreement (including any partial settlement agreement) to resolve the putative class action lawsuit. The case remains stayed. | ||||
Pricing Litigation | ||||
State of Utah v. Apotex Corp., et al. The Company, along with numerous other pharmaceuticals companies, is a defendant in this matter which was filed May 8, 2008, and is pending in the Third Judicial Circuit of Salt Lake County, Utah. The State of Utah alleges, generally, that the defendants reported false pricing information in connection with certain drugs that are reimbursable under Utah Medicaid, resulting in overpayment by Utah Medicaid for those drugs, and is seeking monetary damages and attorneys' fees. The Company believes that it has meritorious defenses to these claims and is vigorously defending against them. While it is not possible at this time to determine with certainty the outcome of the case, the Company believes, given the information currently available, that their ultimate resolution will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Environmental Remediation and Litigation Proceedings | ||||
The Company is involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites, including those described below. The ultimate cost of site cleanup and timing of future cash outlays is difficult to predict, given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations and alternative cleanup methods. The Company concluded that, as of March 27, 2015, it was probable that it would incur remedial costs in the range of $45.8 million to $118.7 million. The Company also concluded that, as of March 27, 2015, the best estimate within this range was $82.4 million, of which $3.4 million was included in accrued and other current liabilities and the remainder was included in environmental liabilities on the unaudited condensed consolidated balance sheet at March 27, 2015. | ||||
Crab Orchard National Wildlife Refuge Superfund Site, near Marion, Illinois. The Company is a successor in interest to International Minerals and Chemicals Corporation ("IMC"). Between 1967 and 1982, IMC leased portions of the Additional and Uncharacterized Sites ("AUS") Operable Unit at the Crab Orchard Superfund Site ("the Site") from the government and manufactured various explosives for use in mining and other operations. In March 2002, the Department of Justice, the U.S. Department of the Interior and the U.S. Environmental Protection Agency ("EPA") (together, "the Government Agencies") issued a special notice letter to General Dynamics Ordnance and Tactical Systems, Inc. ("General Dynamics"), one of the other potentially responsible parties ("PRPs") at the Site, to compel General Dynamics to perform the remedial investigation and feasibility study ("RI/FS") for the AUS Operable Unit. General Dynamics negotiated an Administrative Order on Consent ("AOC") with the Government Agencies to conduct an extensive RI/FS at the Site under the direction of the U.S. Fish and Wildlife Service. General Dynamics asserted in August 2004 that the Company is jointly and severally liable, along with approximately eight other lessees and operators at the AUS Operable Unit, for alleged contamination of soils and groundwater resulting from historic operations, and has threatened to file a contribution claim against the Company and other parties for recovery of its costs incurred in connection with the RI/FS activities being conducted at the AUS Operable Unit. The Company and other PRPs who received demand letters from General Dynamics have explored settlement alternatives, but have not reached settlement to date. In February 2015, the U.S. Fish and Wildlife Service approved General Dynamics' RI. Work has not yet commenced on the FS. The Company, General Dynamics and other PRPs are discussing the initiation of formal PRP negotiations to address resolution of these alleged claims. While it is not possible at this time to determine with certainty the ultimate outcome of this matter, the Company believes, given the information currently available, that the final resolution of all known claims, after taking into account amounts already accrued, will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Mallinckrodt Veterinary, Inc., Millsboro, Delaware. The Company previously operated a plant in Millsboro, Delaware ("the Millsboro Site") that manufactured various animal healthcare products. In 2005, the Delaware Department of Natural Resources and Environmental Control found trichloroethylene ("TCE") in the Millsboro public water supply at levels that exceeded the federal drinking water standards. Further investigation to identify the TCE plume in the ground water indicated that the plume has extended to property owned by a third-party near the Millsboro Site. The Company, and another former owner, assumed responsibility for the Millsboro Site cleanup under the Alternative Superfund Program administered by the EPA. The Company and another PRP have entered into two AOCs with the EPA to perform investigations to abate, mitigate or eliminate the release or threat of release of hazardous substances at the Millsboro Site and to conduct an Engineering Evaluation/Cost Analysis ("EE/CA") to characterize the nature and extent of the contamination. A draft EE/CA was submitted to the EPA in December 2014. The Company, along with the other party, continues to conduct studies and prepare remediation plans in accordance with the AOCs. While it is not possible at this time to determine with certainty the ultimate outcome of this matter, the Company believes, given the information currently available, that the ultimate resolution of all known claims, after taking into account amounts already accrued, will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Coldwater Creek, Saint Louis County, Missouri. The Company is named as a defendant in numerous tort complaints filed in and subsequent to February 2012 with numerous plaintiffs pending in the U.S. District Court for the Eastern District of Missouri. These cases allege personal injury for alleged exposure to radiological substances, including in Coldwater Creek in Missouri, and in the air. Plaintiffs allegedly lived in various locations in Saint Louis County, Missouri near Coldwater Creek. Radiological residues which may have been present in the creek have been remediated by the U.S. Army Corps of Engineers. The Company believes that it has meritorious defenses to these complaints and is vigorously defending against them. The Company is unable to estimate a range of reasonably possible losses for the following reasons: (i) the proceedings are in early stages; (ii) the Company has not received and reviewed complete information regarding the plaintiffs and their medical conditions; and (iii) there are significant factual issues to be resolved. While it is not possible at this time to determine with certainty the ultimate outcome of these cases, the Company believes, given the information currently available, that the ultimate resolution of all known claims will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Lower Passaic River, New Jersey. The Company and approximately 60 other companies comprise the Lower Passaic Cooperating Parties Group ("the CPG") and are parties to a May 2007 AOC with the EPA to perform a RI/FS of the 17-mile stretch known as the Lower Passaic River Study Area ("the River"). The Company's potential liability stems from former operations at Lodi and Belleville, New Jersey. In June 2007, the EPA issued a draft Focused Feasibility Study ("FFS") that considered interim remedial options for the lower 8-miles of the river, in addition to a "no action" option. As an interim step related to the 2007 AOC, the CPG voluntarily entered into an AOC on June 18, 2012 with the EPA for remediation actions focused solely at mile 10.9 of the River. The Company's estimated costs related to the RI/FS and focused remediation at mile 10.9, based on interim allocations, are immaterial and have been accrued. | ||||
In April 2014, the EPA issued its revised FFS, with remedial alternatives to address cleanup of the lower 8-mile stretch of the River, which also included a "no action" option. The EPA estimates the cost for the remediation alternatives range from $365.0 million to $3.2 billion. The EPA's preferred approach would involve bank-to-bank dredging of the lower 8-mile stretch of the River and installing an engineered cap at a discounted, estimated cost of $1.7 billion. Based on the issuance of the EPA's revised FFS, the Company recorded a $23.1 million accrual in the second quarter of fiscal 2014 representing the Company's estimate of its allocable share of the joint and several remediation liability resulting from this matter. | ||||
In April 2015, the CPG presented a draft of the RI/FS of the River to the EPA. The CPG's RI/FS included alternatives that ranged from "no action," targeted remediation of the entire 17-mile stretch of the River to remedial actions consistent with the EPA's preferred approach for the lower 8-miles stretch of the River and also included remediation alternatives for the upper 9-mile stretch of the River. The discounted cost estimates for the CPG remediation alternatives range from $483.4 million to $2.7 billion. The Company recorded an additional charge of $13.3 million in the second quarter of fiscal 2015 based on the Company's estimate of its allocable share of the joint and several remediation liability resulting from this matter. | ||||
Despite the issuance of the revised FFS by the EPA and the RI/FS by the CPG, there are many uncertainties associated with the final agreed-upon remediation and the Company's allocable share of the remediation. Given those uncertainties, the amounts accrued may not be indicative of the amounts for which the Company is ultimately responsible and will be refined as events in the remediation process occur. | ||||
Products Liability Litigation | ||||
Beginning with lawsuits brought in July 1976, the Company is also named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of products containing asbestos. A limited number of the cases allege premises liability based on claims that individuals were exposed to asbestos while on the Company's property. Each case typically names dozens of corporate defendants in addition to the Company. The complaints generally seek monetary damages for personal injury or bodily injury resulting from alleged exposure to products containing asbestos. The Company's involvement in asbestos cases has been limited because it did not mine or produce asbestos. Furthermore, in the Company's experience, a large percentage of these claims have never been substantiated and have been dismissed by the courts. The Company has not suffered an adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits. When appropriate, the Company settles claims; however, amounts paid to settle and defend all asbestos claims have been immaterial. As of March 27, 2015, there were approximately 12,000 asbestos-related cases pending against the Company. | ||||
The Company estimates pending asbestos claims and claims that were incurred but not reported and related insurance recoveries, which are recorded on a gross basis in the unaudited condensed consolidated balance sheets. The Company's estimate of its liability for pending and future claims is based on claims experience over the past five years and covers claims either currently filed or expected to be filed over the next seven years. The Company believes that it has adequate amounts recorded related to these matters. While it is not possible at this time to determine with certainty the ultimate outcome of these asbestos-related proceedings, the Company believes, given the information currently available, that the ultimate resolution of all known and anticipated future claims, after taking into account amounts already accrued, along with recoveries from insurance, will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Asset Retirement Obligations | ||||
The Company has recorded asset retirement obligations for the estimated future costs primarily associated with legal obligations to decommission facilities within the Global Medical Imaging segment, including the facilities located in Petten, the Netherlands and Maryland Heights, Missouri. Substantially all of these obligations are included in other liabilities on the unaudited condensed consolidated balance sheets. The following table provides a summary of the changes in the Company's asset retirement obligations: | ||||
Balance at September 26, 2014 | $ | 40.8 | ||
Accretion expense | 0.9 | |||
Currency translation | (3.7 | ) | ||
Balance at March 27, 2015 | $ | 38 | ||
The Company believes, given the information currently available, that any potential payment of such estimated amounts will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Industrial Revenue Bonds | ||||
Through March 27, 2015, primarily in prior fiscal years, the Company exchanged title to $27.4 million of its plant assets in return for an equal amount of Industrial Revenue Bonds ("IRB") issued by Saint Louis County. The Company also simultaneously leased such assets back from Saint Louis County under a capital lease expiring in December 2025, the terms of which provide it with the right of offset against the IRBs. The lease also provides an option for the Company to repurchase the assets at the end of the lease for nominal consideration. These transactions collectively result in a ten-year property tax abatement from the date the property is placed in service. Due to the right of offset, the capital lease obligation and IRB asset are recorded net in the unaudited condensed consolidated balance sheets. The Company expects that the right of offset will be applied to payments required under these arrangements. | ||||
Interest Bearing Deferred Tax Obligation | ||||
As part of the integration of Questcor, the Company entered into an internal installment sale transaction related to certain Acthar intangible assets during the six months ended March 27, 2015. The installment sale transaction resulted in a taxable gain. In accordance with Internal Revenue Code Section 453 the gain is considered taxable in the period in which installment payments are received. As of March 27, 2015, the Company had an aggregate $1,551.0 million of interest bearing U.S. deferred tax liabilities associated with outstanding installment notes. The U.S. Internal Revenue Service ("IRS") charges interest based on the deferred tax liability outstanding as of the end of a company's fiscal year, regardless of amounts outstanding during the fiscal year. During the three and six months ended March 27, 2015 the Company accrued Section 453 interest of $11.4 million and $14.2 million, respectively, which is included within interest expense in the unaudited condensed consolidated statements of income. | ||||
Tax Matters | ||||
The income tax returns of the Company and its subsidiaries are periodically examined by various tax authorities. The resolution of these matters is subject to the conditions set forth in the tax matters agreement entered into between the Company and Covidien ("the Tax Matters Agreement"). Covidien has the right to administer, control and settle all U.S. income tax audits for periods prior to the Separation. While it is not possible at this time to determine with certainty the ultimate outcome of these matters, the Company believes, given the information currently available, that established liabilities are reasonable and that the ultimate resolution of these matters will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
With respect to certain tax returns filed by predecessor affiliates of the Company and Covidien, the IRS has concluded its field examination for the years 1997 through 2009. The Company considers such uncertain tax positions associated with these years as having been effectively settled. All but one of the matters associated with these audits have been resolved. The unresolved proposed adjustment asserts that substantially all of the predecessor affiliates' intercompany debt originating during the years 1997 through 2000 should not be treated as debt for U.S. federal income tax purposes, and has disallowed interest deductions related to the intercompany debt and certain tax attribute adjustments recognized on the U.S. income tax returns. This matter is subject to the Company's $200.0 million liability limitation for periods prior to September 29, 2012, as prescribed in the Tax Matters Agreement. | ||||
Prior to the Separation, the Company provided and accrued for an indemnification, to the purchaser of a certain legal entity, to indemnify them for tax obligations should the tax basis of certain assets not be recognized. The Company believes that, under the terms of the agreement between the parties, this indemnification obligation has expired. As such, the Company eliminated this liability and recorded a $22.5 million benefit within discontinued operations within the unaudited condensed consolidated statement of income. | ||||
Acquisition-Related Litigation | ||||
Several purported class action lawsuits were filed in February 2014 and March 2014 by purported holders of Cadence common stock in connection with the Cadence Acquisition, including in the Delaware Court of Chancery (consolidated under the caption In re Cadence Pharmaceuticals, Inc. Stockholders Litigation), and in California State Court, San Diego County (Denny v. Cadence Pharmaceuticals, Inc., et al., Militello v. Cadence Pharmaceuticals, Inc., et al., and Schuon v. Cadence Pharmaceuticals, Inc., et al.). The actions bring claims against, and generally allege that, the board of directors of Cadence breached their fiduciary duties in connection with the Cadence Acquisition by, among other things, failing to maximize shareholder value, and the Delaware and Schuon actions further allege that Cadence omitted to disclose allegedly material information in its Schedule 14D-9. The lawsuits also allege, among other things, that the Company aided and abetted the purported breaches of fiduciary duty. The lawsuits seek various forms of relief, including but not limited to, rescission of the transaction, damages and attorneys' fees and costs. On March 7, 2014, following expedited discovery, the parties in the consolidated Delaware action entered into a Memorandum of Understanding ("MOU"), which sets forth the parties' agreement in principle for a settlement of those actions. The settlement was memorialized in a formal Stipulation and Settlement and Release in March 2015, and includes among other things, a release of all claims relating to the Cadence Acquisition as set forth in the Stipulation. The settlement is subject to a number of conditions, including, among other things, final court approval following notice to the class. A final fairness hearing is scheduled for June 2015, before the Delaware Court. There have been no substantive proceedings in any of the California actions. On July 29, 2014, the Militello case was voluntarily dismissed without prejudice. On September 8, 2014, the Denny case was voluntarily dismissed without prejudice. | ||||
Since the announcement of the merger with Questcor on April 7, 2014, several putative class actions have been filed by purported holders of Questcor common stock in connection with the Questcor Acquisition (Hansen v. Thompson, et al., Heng v. Questcor Pharmaceuticals, Inc., et al., Buck v. Questcor Pharmaceuticals, Inc., et al., Ellerbeck v. Questcor Pharmaceuticals, Inc., et al., Yokem v. Questcor Pharmaceuticals, Inc., et al., Richter v. Questcor Pharmaceuticals, Inc., et al., Tramantano v. Questcor Pharmaceuticals, Inc., et al., Crippen v. Questcor Pharmaceuticals, Inc., et al., Patel v. Questcor Pharmaceuticals, Inc., et al., and Postow v. Questcor Pharmaceuticals, Inc., et al.). The actions were consolidated on June 3, 2014. The consolidated complaint names as defendants, and generally alleges that, the directors of Questcor breached their fiduciary duties in connection with the acquisition by, among other things, agreeing to sell Questcor for inadequate consideration and pursuant to an inadequate process. The consolidated complaint also alleges that the Questcor directors breached their fiduciary duties by failing to disclose purportedly material information to shareholders in connection with the merger. The consolidated complaint also alleges, among other things, that the Company aided and abetted the purported breaches of fiduciary duty. The lawsuits seek various forms of relief, including but not limited to, rescission of the transaction, damages and attorneys' fees and costs. | ||||
On July 29, 2014, the defendants reached an agreement in principle with the plaintiffs in the consolidated actions, and that agreement is reflected in a MOU. In connection with the settlement contemplated by the MOU, Questcor agreed to make certain additional disclosures related to the proposed transaction with the Company, which are contained in the Company's Current Report on Form 8-K filed with the SEC on July 30, 2014. Additionally, as part of the settlement and pursuant to the MOU, the Company agreed to forbear from exercising certain rights under the merger agreement with Questcor, as follows: the four business day period referenced in Section 5.3(e) of the merger agreement with Questcor was reduced to three business days. Consistent with the terms of the MOU, the parties entered into a formal Stipulation of Settlement in February 2015. | ||||
The stipulation of settlement is subject to customary conditions, including court approval. If the settlement is finally approved by the court, it will resolve and release all claims in all actions that were or could have been brought challenging any aspect of the transaction, the merger agreement with Questcor and any disclosures made in connection therewith, including the definitive joint proxy statement/prospectus relating to the Questcor Acquisition, pursuant to terms that will be disclosed to shareholders prior to final approval of the settlement. There can be no assurance that the California Superior Court will approve the settlement. In such event, the proposed settlement as contemplated by the MOU may be terminated. | ||||
While it is not possible at this time to determine with certainty the ultimate outcomes of these matters, the Company believes, unless indicated above, given the information currently available, that their ultimate resolution will not have a material adverse effect on its financial condition, results of operations and cash flows. | ||||
Other Matters | ||||
The Company is a defendant in a number of other pending legal proceedings relating to present and former operations, acquisitions and dispositions. The Company does not expect the outcome of these proceedings, either individually or in the aggregate, to have a material adverse effect on its financial condition, results of operations and cash flows. |
Financial_Instruments_and_Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Financial Instruments and Fair Value Measurements | ||||||||||||||||
17 | Financial Instruments and Fair Value Measurements | |||||||||||||||
Fair value is defined as the exit price that would be received from the sale of an asset or paid to transfer a liability, using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs used in measuring fair value. The levels within the hierarchy are as follows: | ||||||||||||||||
Level 1— observable inputs such as quoted prices in active markets for identical assets or liabilities; | ||||||||||||||||
Level 2— significant other observable inputs that are observable either directly or indirectly; and | ||||||||||||||||
Level 3— significant unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. | ||||||||||||||||
The following tables provide a summary of the significant assets and liabilities that are measured at fair value on a recurring basis at the end of each period: | ||||||||||||||||
March 27, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
2015 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Debt and equity securities held in rabbi trusts | $ | 36.8 | $ | 25 | $ | 11.8 | $ | — | ||||||||
Foreign exchange forward and option contracts | 0.3 | 0.3 | — | — | ||||||||||||
$ | 37.1 | $ | 25.3 | $ | 11.8 | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Deferred compensation liabilities | $ | 19.1 | $ | — | $ | 19.1 | $ | — | ||||||||
Contingent consideration and acquired contingent liabilities | 198.2 | — | — | 198.2 | ||||||||||||
Foreign exchange forward and option contracts | 5.4 | 5.4 | — | — | ||||||||||||
$ | 222.7 | $ | 5.4 | $ | 19.1 | $ | 198.2 | |||||||||
September 26, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Debt and equity securities held in rabbi trusts | $ | 35.7 | $ | 22.9 | $ | 12.8 | $ | — | ||||||||
$ | 35.7 | $ | 22.9 | $ | 12.8 | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Deferred compensation liabilities | $ | 15 | $ | — | $ | 15 | $ | — | ||||||||
Contingent consideration and acquired contingent liabilities | 202.8 | — | — | 202.8 | ||||||||||||
Foreign exchange forward and option contracts | 0.2 | 0.2 | — | — | ||||||||||||
$ | 218 | $ | 0.2 | $ | 15 | $ | 202.8 | |||||||||
Debt and equity securities held in rabbi trusts. Debt securities held in the rabbi trusts primarily consist of U.S. government and agency securities and corporate bonds. When quoted prices are available in an active market, the investments are classified as level 1. When quoted market prices for a security are not available in an active market, they are classified as level 2. Equity securities held in the rabbi trusts primarily consist of U.S. common stocks, which are valued using quoted market prices reported on nationally recognized securities exchanges. | ||||||||||||||||
Foreign exchange forward and option contracts. Foreign currency option and forward contracts are used to economically manage the foreign exchange exposures of operations outside the U.S. Quoted prices are available in an active market; as such, these derivatives are classified as level 1. | ||||||||||||||||
Deferred compensation liabilities. The Company maintains a non-qualified deferred compensation plan in the U.S., which permits eligible employees of the Company to defer a portion of their compensation. A recordkeeping account is set up for each participant and the participant chooses from a variety of funds for the deemed investment of their accounts. The recordkeeping accounts generally correspond to the funds offered in the Company's U.S. tax-qualified defined contribution retirement plan and the account balance fluctuates with the investment returns on those funds. | ||||||||||||||||
Goodwill. The Company performs an annual goodwill impairment assessment using an income approach based on the present value of future cash flows. | ||||||||||||||||
Contingent consideration and acquired contingent liabilities. In October 2012, the Company recorded contingent consideration of $6.9 million upon the acquisition of CNS Therapeutics. This contingent consideration, which could potentially total a maximum of $9.0 million, is primarily based on whether the FDA approves another concentration of GABLOFEN® (baclofen injection) on or before December 31, 2016. The fair value of the contingent payments was measured based on the probability-weighted present value of the consideration expected to be transferred using a discount rate of 1.0%. At March 27, 2015, the fair value of this contingent consideration was $7.1 million. | ||||||||||||||||
In August 2014, the Company recorded acquired contingent liabilities of $195.4 million from the Questcor Acquisition. The contingent liabilities relate to Questcor's contingent obligations associated with their acquisition of an exclusive, perpetual and irrevocable license to develop, market, manufacture, distribute, sell and commercialize Synacthen and Synacthen Depot from Novartis and their acquisition of BioVectra. The fair value of these contingent consideration obligations at March 27, 2015 was $191.1 million. | ||||||||||||||||
Under the terms of the license agreement with Novartis, the Company is obligated to make a $25.0 million payment in each of fiscal 2015 and 2016, make annual payments of $25.0 million subsequent to fiscal 2016 until such time that the Company obtains FDA approval of Synacthen and makes an additional $25.0 million payment. If FDA approval is obtained, the Company will pay an annual royalty to Novartis based on a percentage of new sales of the products in the U.S. market. As of March 27, 2015, the total remaining payments under the license agreement shall not exceed $215.0 million. The terms of the license agreement do allow the Company to terminate the license agreement at its discretion following the fiscal 2018 payment or upon the occurrence of certain events following the fiscal 2016 payment. The Company measured the fair value of the contingent payments based on a probability-weighted present value of the consideration expected to be transferred using a discount rate of 4.7%. Under the terms of the license agreement, the Company was required to maintain deposits equal to the fiscal 2015 and 2016 annual $25.0 million payments, which are included in prepaid expenses and other current assets and other assets in the unaudited condensed consolidated balance sheets. | ||||||||||||||||
Based on the terms of the acquisition agreement with the former shareholders of BioVectra, the Company may be obligated to pay additional cash consideration of 45.0 million CAD based on BioVectra's financial results from January 2013 through a portion of fiscal 2016. During the three months ended March 27, 2015, the Company made an initial 5.0 million CAD payment and may be obligated for an additional 40.0 million CAD to be paid in fiscal 2016. The Company measured the fair value of the contingent payments based on a probability-weighted present value of the consideration expected to be transferred using a discount rate of 1.3%. | ||||||||||||||||
The following table provides a summary of the changes in the Company's contingent considerations and acquired contingent liabilities: | ||||||||||||||||
Balance at September 26, 2014 | $ | 202.8 | ||||||||||||||
Payments | (4.0 | ) | ||||||||||||||
Accretion expense | 4.1 | |||||||||||||||
Effect of currency rate change | (4.7 | ) | ||||||||||||||
Balance at March 27, 2015 | $ | 198.2 | ||||||||||||||
Financial Instruments Not Measured at Fair Value | ||||||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and the majority of other current assets and liabilities approximate fair value because of their short-term nature. The Company classifies cash on hand and deposits in banks, including commercial paper, money market accounts and other investments it may hold from time to time, with an original maturity to the Company of three months or less, as cash and cash equivalents (level 1). The fair value of restricted cash was equivalent to its carrying value of $69.4 million and $69.8 million as of March 27, 2015 and September 26, 2014, respectively (level 1), which was included in prepaid expenses and other current assets and other assets on the unaudited condensed consolidated balance sheets. The Company's life insurance contracts are carried at cash surrender value, which is based on the present value of future cash flows under the terms of the contracts (level 3). Significant assumptions used in determining the cash surrender value include the amount and timing of future cash flows, interest rates and mortality charges. The fair value of these contracts approximates the carrying value of $67.4 million and $69.0 million at March 27, 2015 and September 26, 2014, respectively. These contracts are included in other assets on the unaudited condensed consolidated balance sheets. | ||||||||||||||||
The carrying value of the Company's Receivable Securitization approximates fair value due to its short term nature. The carrying values of the 2.85% and 4.00% term loans approximate the fair values of these instruments, as calculated using the discounted exit price for each instrument, and are therefore classified as level 3. Since the quoted market prices for the Company's March 2014 Term Loan, August 2014 Term Loan and 8.00% and 9.50% debentures are not available in an active market, they are classified as level 2 for purposes of developing an estimate of fair value. The Company's 3.50%, 4.75% and 5.75% notes are classified as level 1, as quoted prices are available in an active market for these notes. The following table presents the carrying values and estimated fair values of the Company's long-term debt, excluding capital leases, as of the end of each period: | ||||||||||||||||
March 27, 2015 | September 26, 2014 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Variable-rate receivable securitization | $ | 180 | $ | 180 | $ | 150 | $ | 150 | ||||||||
2.85% term loan due April 2016 | 2.6 | 2.6 | 3.1 | 3.1 | ||||||||||||
3.50% notes due April 2018 | 300 | 296.2 | 300 | 290.2 | ||||||||||||
Term loans due March 2021 | 1,982.70 | 1,985.20 | 1,990.30 | 1,970.40 | ||||||||||||
4.00% term loan due February 2022 | 9 | 9 | 10.8 | 10.8 | ||||||||||||
9.50% debentures due May 2022 | 10.4 | 13.2 | 10.4 | 14.2 | ||||||||||||
5.75% notes due August 2022 | 900 | 927.3 | 900 | 907.3 | ||||||||||||
8.00% debentures due March 2023 | 4.7 | 5.5 | 8 | 10.2 | ||||||||||||
4.75% notes due April 2023 | 598.4 | 572.3 | 598.3 | 563.8 | ||||||||||||
Concentration of Credit and Other Risks | ||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of accounts receivable. The Company does not typically require collateral from customers. A portion of the Company's accounts receivable outside the U.S. includes sales to government-owned or supported healthcare systems in several countries, which are subject to payment delays. Payment is dependent upon the financial stability and creditworthiness of those countries' national economies. | ||||||||||||||||
The following table shows net sales attributable to distributors that accounted for 10% or more of the Company's total net sales: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
CuraScript, Inc. | 25 | % | — | % | 28 | % | — | % | ||||||||
McKesson Corporation | 19 | % | 15 | % | 17 | % | 15 | % | ||||||||
Cardinal Health, Inc. | 14 | % | 15 | % | 14 | % | 18 | % | ||||||||
Amerisource Bergen Corporation | 8 | % | 10 | % | 8 | % | 11 | % | ||||||||
The following table shows accounts receivable attributable to distributors that accounted for 10% or more of the Company's gross accounts receivable at the end of each period: | ||||||||||||||||
March 27, | September 26, | |||||||||||||||
2015 | 2014 | |||||||||||||||
McKesson Corporation | 32 | % | 24 | % | ||||||||||||
Cardinal Health, Inc. | 18 | % | 17 | % | ||||||||||||
CuraScript, Inc. | 12 | % | 13 | % | ||||||||||||
Amerisource Bergen Corporation | 10 | % | 13 | % | ||||||||||||
The following table shows net sales attributable to products that accounted for 10% or more of the Company's total net sales: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Acthar (Specialty Brands) | 25 | % | — | % | 28 | % | — | % | ||||||||
Optiray™ (CMDS) | 6 | % | 13 | % | 7 | % | 13 | % | ||||||||
Molybdenum-99 ("Mo-99") is a key raw material in the Company's Ultra-Technekow™ DTE technetium generators that are sold by its Global Medical Imaging segment. There are only eight suppliers of this raw material worldwide. The Company has agreements to obtain Mo-99 from three nuclear research reactors and relies predominantly upon two of these reactors for its Mo-99 supply. Accordingly, a disruption in the commercial supply or a significant increase in the cost of this material from these sources could have a material adverse effect on the Company's financial condition, results of operations and cash flows. |
Segment_Data
Segment Data | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Segment Data | ||||||||||||||||
18 | Segment Data | |||||||||||||||
During the first quarter of fiscal 2015, the integration of Questcor was substantially completed. With this, and given the increased significance of the Specialty Brands business to the Company's results and the expected long-term growth of this business as compared to the Specialty Generics business, the Company has changed its reportable segments during the first quarter. The Company now presents the Specialty Brands and Specialty Generics businesses as reportable segments, along with the continued presentation of Global Medical Imaging as a reportable segment. The Company historically presented the Specialty Brands and Specialty Generics businesses within the Specialty Pharmaceuticals segment. Prior year amounts have been recast to conform to current presentation. The three reportable segments are further described below: | ||||||||||||||||
• | Specialty Brands produces and markets branded pharmaceuticals and biopharmaceuticals; | |||||||||||||||
• | Specialty Generics produces specialty generic pharmaceuticals and API consisting of biologics, medicinal opioids, synthetic controlled substances, acetaminophen and other active ingredients; and | |||||||||||||||
• | Global Medical Imaging manufactures and markets CMDS and radiopharmaceuticals (nuclear medicine). | |||||||||||||||
Selected information by business segment was as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net sales: | ||||||||||||||||
Specialty Brands | $ | 334.3 | $ | 55.1 | $ | 707.9 | $ | 114.7 | ||||||||
Specialty Generics | 362.8 | 269.2 | 647 | 519.1 | ||||||||||||
Global Medical Imaging | 202.6 | 222.4 | 401.9 | 441 | ||||||||||||
Net sales of operating segments (1) | 899.7 | 546.7 | 1,756.80 | 1,074.80 | ||||||||||||
Other (2) | 10.2 | 11.1 | 19.4 | 23.2 | ||||||||||||
Net sales | $ | 909.9 | $ | 557.8 | $ | 1,776.20 | $ | 1,098.00 | ||||||||
Operating income: | ||||||||||||||||
Specialty Brands | $ | 97.4 | $ | (26.1 | ) | $ | 245.6 | $ | (34.3 | ) | ||||||
Specialty Generics | 203.7 | 132 | 344.2 | 253.2 | ||||||||||||
Global Medical Imaging | 25.2 | 10.3 | 42.5 | 14.7 | ||||||||||||
Segment operating income | 326.3 | 116.2 | 632.3 | 233.6 | ||||||||||||
Unallocated amounts: | ||||||||||||||||
Corporate and allocated expenses (3) | (103.7 | ) | (72.7 | ) | (149.5 | ) | (97.9 | ) | ||||||||
Intangible asset amortization | (123.6 | ) | (15.5 | ) | (249.1 | ) | (24.3 | ) | ||||||||
Restructuring and related charges, net (4) | (3.8 | ) | (21.7 | ) | (11.1 | ) | (29.8 | ) | ||||||||
Separation costs | — | (2.6 | ) | — | (4.8 | ) | ||||||||||
Operating income | $ | 95.2 | $ | 3.7 | $ | 222.6 | $ | 76.8 | ||||||||
-1 | Amounts represent sales to external customers. | |||||||||||||||
-2 | Represents products that were sold to the Company's former parent company, which is discussed in Note 14. | |||||||||||||||
-3 | Includes administration expenses and certain compensation, environmental and other costs not charged to the Company's operating segments. | |||||||||||||||
-4 | Includes restructuring-related accelerated depreciation of $0.1 million for the three months ended March 27, 2015, and $0.2 million and $0.1 million for the six months ended March 27, 2015 and March 28, 2014, respectively. Restructuring-related accelerated depreciation was immaterial for the three months ended March 28, 2014. | |||||||||||||||
Net sales by product family within the Company's segments are as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, 2015 | March 28, 2014 | March 27, 2015 | March 28, 2014 | |||||||||||||
Acthar | $ | 228 | $ | — | $ | 494.4 | $ | — | ||||||||
Ofirmev | 68.1 | 5.3 | 139.5 | 5.3 | ||||||||||||
EXALGO® | 12 | 28.9 | 24.1 | 65.1 | ||||||||||||
Other | 26.2 | 20.9 | 49.9 | 44.3 | ||||||||||||
Specialty Brands | $ | 334.3 | $ | 55.1 | $ | 707.9 | $ | 114.7 | ||||||||
Oxycodone (API) and oxycodone-containing tablets | $ | 48.6 | $ | 36.3 | $ | 95.6 | $ | 47.9 | ||||||||
Hydrocodone (API) and hydrocodone-containing tablets | 66.6 | 19.7 | 100.6 | 49.8 | ||||||||||||
Methylphenidate ER | 34 | 43.3 | 82.6 | 99.6 | ||||||||||||
Other controlled substances | 145.4 | 134 | 257.3 | 254.2 | ||||||||||||
Other | 68.2 | 35.9 | 110.9 | 67.6 | ||||||||||||
Specialty Generics | $ | 362.8 | $ | 269.2 | $ | 647 | $ | 519.1 | ||||||||
Optiray™ | $ | 57.5 | $ | 71.3 | $ | 119 | $ | 143.4 | ||||||||
Other | 35.6 | 41.3 | 71.5 | 80.8 | ||||||||||||
Contrast Media and Delivery Systems | 93.1 | 112.6 | 190.5 | 224.2 | ||||||||||||
Nuclear Imaging | 109.5 | 109.8 | 211.4 | 216.8 | ||||||||||||
Global Medical Imaging | $ | 202.6 | $ | 222.4 | $ | 401.9 | $ | 441 | ||||||||
Condensed_Consolidating_Financ
Condensed Consolidating Financial Statements | 6 Months Ended | |||||||||||||||||||
Mar. 27, 2015 | ||||||||||||||||||||
Condensed Consolidating Financial Statements [Abstract] | ||||||||||||||||||||
Condensed Consolidating Financial Statements | ||||||||||||||||||||
19 | Condensed Consolidating Financial Statements | |||||||||||||||||||
MIFSA, a indirectly 100%-owned subsidiary of Mallinckrodt plc, is the borrower under the Notes, which are fully and unconditionally guaranteed by Mallinckrodt plc. The following information provides the composition of the Company's comprehensive income, assets, liabilities, equity and cash flows by relevant group within the Company: Mallinckrodt plc as guarantor of the Notes, MIFSA as issuer of the Notes and the other subsidiaries. There are no subsidiary guarantees related to the Notes. | ||||||||||||||||||||
Set forth below are the unaudited condensed consolidating financial statements for the three and six months ended March 27, 2015 and March 28, 2014, and as of March 27, 2015 and September 26, 2014. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among Mallinckrodt plc, MIFSA and other subsidiaries. Unaudited condensed consolidating financial information for Mallinckrodt plc and MIFSA, on a standalone basis, has been presented using the equity method of accounting for subsidiaries. | ||||||||||||||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||
As of March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 2 | $ | 270 | $ | 781.5 | $ | — | $ | 1,053.50 | ||||||||||
Accounts receivable, net | — | — | 556.1 | — | 556.1 | |||||||||||||||
Inventories | — | — | 348.7 | — | 348.7 | |||||||||||||||
Deferred income taxes | — | — | 136.2 | — | 136.2 | |||||||||||||||
Prepaid expenses and other current assets | 0.9 | — | 123.6 | — | 124.5 | |||||||||||||||
Intercompany receivable | 17.2 | — | 11.7 | (28.9 | ) | — | ||||||||||||||
Total current assets | 20.1 | 270 | 1,957.80 | (28.9 | ) | 2,219.00 | ||||||||||||||
Property, plant and equipment, net | — | — | 940.9 | — | 940.9 | |||||||||||||||
Goodwill | — | — | 2,426.10 | — | 2,426.10 | |||||||||||||||
Intangible assets, net | — | — | 6,858.70 | — | 6,858.70 | |||||||||||||||
Investment in subsidiaries | 673.7 | 10,937.40 | 5,031.90 | (16,643.0 | ) | — | ||||||||||||||
Intercompany loan receivable | 4,512.30 | — | 2,269.60 | (6,781.9 | ) | — | ||||||||||||||
Other assets | — | 70.5 | 299.1 | — | 369.6 | |||||||||||||||
Total Assets | $ | 5,206.10 | $ | 11,277.90 | $ | 19,784.10 | $ | (23,453.8 | ) | $ | 12,814.30 | |||||||||
Liabilities and Shareholders' Equity | ||||||||||||||||||||
Current Liabilities: | ||||||||||||||||||||
Current maturities of long-term debt | $ | — | $ | 20 | $ | 2.4 | $ | — | $ | 22.4 | ||||||||||
Accounts payable | 4.9 | 0.2 | 136.8 | — | 141.9 | |||||||||||||||
Accrued payroll and payroll-related costs | 0.1 | — | 75 | — | 75.1 | |||||||||||||||
Accrued royalties | — | — | 28 | — | 28 | |||||||||||||||
Accrued and other current liabilities | 3.3 | 42.9 | 462.1 | — | 508.3 | |||||||||||||||
Intercompany payable | 11.7 | — | 17.2 | (28.9 | ) | — | ||||||||||||||
Total current liabilities | 20 | 63.1 | 721.5 | (28.9 | ) | 775.7 | ||||||||||||||
Long-term debt | — | 3,761.00 | 205.3 | — | 3,966.30 | |||||||||||||||
Pension and postretirement benefits | — | — | 116.6 | — | 116.6 | |||||||||||||||
Environmental liabilities | — | — | 79 | — | 79 | |||||||||||||||
Deferred income taxes | — | — | 2,297.00 | — | 2,297.00 | |||||||||||||||
Other income tax liabilities | — | — | 109.7 | — | 109.7 | |||||||||||||||
Intercompany loans payable | — | 2,421.90 | 4,360.00 | (6,781.9 | ) | — | ||||||||||||||
Other liabilities | — | — | 283.9 | — | 283.9 | |||||||||||||||
Total liabilities | 20 | 6,246.00 | 8,173.00 | (6,810.8 | ) | 7,628.20 | ||||||||||||||
Shareholders' Equity | 5,186.10 | 5,031.90 | 11,611.10 | (16,643.0 | ) | 5,186.10 | ||||||||||||||
Total Liabilities and Shareholders' Equity | $ | 5,206.10 | $ | 11,277.90 | $ | 19,784.10 | $ | (23,453.8 | ) | $ | 12,814.30 | |||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||
As of September 26, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 0.3 | $ | 18.5 | $ | 689 | $ | — | $ | 707.8 | ||||||||||
Accounts receivable, net | — | — | 545.6 | — | 545.6 | |||||||||||||||
Inventories | — | — | 396.6 | — | 396.6 | |||||||||||||||
Deferred income taxes | — | — | 165.2 | — | 165.2 | |||||||||||||||
Prepaid expenses and other current assets | 0.5 | 10.8 | 244.5 | — | 255.8 | |||||||||||||||
Intercompany receivable | 13.5 | — | 25.7 | (39.2 | ) | — | ||||||||||||||
Total current assets | 14.3 | 29.3 | 2,066.60 | (39.2 | ) | 2,071.00 | ||||||||||||||
Property, plant and equipment, net | — | — | 949.2 | — | 949.2 | |||||||||||||||
Goodwill | — | — | 2,401.90 | — | 2,401.90 | |||||||||||||||
Intangible assets, net | — | — | 7,112.20 | — | 7,112.20 | |||||||||||||||
Investment in subsidiaries | 586.8 | 10,645.70 | 4,945.10 | (16,177.6 | ) | — | ||||||||||||||
Intercompany loan receivable | 4,385.00 | — | 1,941.60 | (6,326.6 | ) | — | ||||||||||||||
Other assets | — | 76.5 | 254 | — | 330.5 | |||||||||||||||
Total Assets | $ | 4,986.10 | $ | 10,751.50 | $ | 19,670.60 | $ | (22,543.4 | ) | $ | 12,864.80 | |||||||||
Liabilities and Shareholders' Equity | ||||||||||||||||||||
Current Liabilities: | ||||||||||||||||||||
Current maturities of long-term debt | $ | — | $ | 18.2 | $ | 3 | $ | — | $ | 21.2 | ||||||||||
Accounts payable | 1.2 | 0.2 | 127.3 | — | 128.7 | |||||||||||||||
Accrued payroll and payroll-related costs | 0.1 | — | 125 | — | 125.1 | |||||||||||||||
Accrued royalties | — | — | 68 | — | 68 | |||||||||||||||
Accrued and other current liabilities | 1.1 | 50.9 | 509.8 | — | 561.8 | |||||||||||||||
Intercompany payable | 25.7 | — | 13.5 | (39.2 | ) | — | ||||||||||||||
Total current liabilities | 28.1 | 69.3 | 846.6 | (39.2 | ) | 904.8 | ||||||||||||||
Long-term debt | — | 3,770.40 | 181.1 | — | 3,951.50 | |||||||||||||||
Pension and postretirement benefits | — | — | 119.1 | — | 119.1 | |||||||||||||||
Environmental liabilities | — | — | 59.9 | — | 59.9 | |||||||||||||||
Deferred income taxes | — | — | 2,398.60 | — | 2,398.60 | |||||||||||||||
Other income tax liabilities | — | — | 122.6 | — | 122.6 | |||||||||||||||
Intercompany loans payable | — | 1,966.60 | 4,360.00 | (6,326.6 | ) | — | ||||||||||||||
Other liabilities | — | — | 350.3 | — | 350.3 | |||||||||||||||
Total liabilities | 28.1 | 5,806.30 | 8,438.20 | (6,365.8 | ) | 7,906.80 | ||||||||||||||
Shareholders' Equity | 4,958.00 | 4,945.20 | 11,232.40 | (16,177.6 | ) | 4,958.00 | ||||||||||||||
Total Liabilities and Shareholders' Equity | $ | 4,986.10 | $ | 10,751.50 | $ | 19,670.60 | $ | (22,543.4 | ) | $ | 12,864.80 | |||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the three months ended March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 909.9 | $ | — | $ | 909.9 | ||||||||||
Cost of sales | — | — | 421.4 | — | 421.4 | |||||||||||||||
Gross profit | — | — | 488.5 | — | 488.5 | |||||||||||||||
Selling, general and administrative expenses | 31.7 | 0.1 | 311.7 | — | 343.5 | |||||||||||||||
Research and development expenses | — | — | 47 | — | 47 | |||||||||||||||
Restructuring charges, net | 0.9 | — | 2.8 | — | 3.7 | |||||||||||||||
Gains on divestiture and license | — | — | (0.9 | ) | — | (0.9 | ) | |||||||||||||
Operating (loss) income | (32.6 | ) | (0.1 | ) | 127.9 | — | 95.2 | |||||||||||||
Interest expense | — | (49.0 | ) | (8.4 | ) | — | (57.4 | ) | ||||||||||||
Interest income | — | — | 0.4 | — | 0.4 | |||||||||||||||
Other income (expense), net | 138.9 | — | (134.8 | ) | — | 4.1 | ||||||||||||||
Intercompany interest and fees | (3.1 | ) | — | 3.1 | — | — | ||||||||||||||
Equity in net income of subsidiaries | (4.4 | ) | 44.7 | (4.4 | ) | (35.9 | ) | — | ||||||||||||
Income from continuing operations before income taxes | 98.8 | (4.4 | ) | (16.2 | ) | (35.9 | ) | 42.3 | ||||||||||||
Income tax benefit | — | — | (34.2 | ) | — | (34.2 | ) | |||||||||||||
Income from continuing operations | 98.8 | (4.4 | ) | 18 | (35.9 | ) | 76.5 | |||||||||||||
Income from discontinued operations, net of income taxes | — | — | 22.3 | — | 22.3 | |||||||||||||||
Net income | 98.8 | (4.4 | ) | 40.3 | (35.9 | ) | 98.8 | |||||||||||||
Other comprehensive loss, net of tax | (36.5 | ) | (36.5 | ) | (73.1 | ) | 109.6 | (36.5 | ) | |||||||||||
Comprehensive income | $ | 62.3 | $ | (40.9 | ) | $ | (32.8 | ) | $ | 73.7 | $ | 62.3 | ||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the three months ended March 28, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 557.8 | $ | — | $ | 557.8 | ||||||||||
Cost of sales | — | — | 295.2 | — | 295.2 | |||||||||||||||
Gross profit | — | — | 262.6 | — | 262.6 | |||||||||||||||
Selling, general and administrative expenses | 7.9 | 0.1 | 186.1 | — | 194.1 | |||||||||||||||
Research and development expenses | — | — | 41.4 | — | 41.4 | |||||||||||||||
Separation costs | 0.6 | — | 2 | — | 2.6 | |||||||||||||||
Restructuring charges, net | — | — | 21.7 | — | 21.7 | |||||||||||||||
Gains on divestiture and license | — | — | (0.9 | ) | — | (0.9 | ) | |||||||||||||
Operating (loss) income | (8.5 | ) | (0.1 | ) | 12.3 | — | 3.7 | |||||||||||||
Interest expense | — | (12.8 | ) | 0.4 | — | (12.4 | ) | |||||||||||||
Interest income | — | — | 0.5 | — | 0.5 | |||||||||||||||
Other income (expense), net | 22.3 | — | (22.7 | ) | — | (0.4 | ) | |||||||||||||
Intercompany interest and fees | (0.9 | ) | — | 0.9 | — | — | ||||||||||||||
Equity in net income of subsidiaries | (1.1 | ) | 11.7 | — | (10.6 | ) | — | |||||||||||||
Income (loss) from continuing operations before income taxes | 11.8 | (1.2 | ) | (8.6 | ) | (10.6 | ) | (8.6 | ) | |||||||||||
Income tax expense (benefit) | 0.2 | (0.1 | ) | (20.4 | ) | — | (20.3 | ) | ||||||||||||
Income (loss) from continuing operations | 11.6 | (1.1 | ) | 11.8 | (10.6 | ) | 11.7 | |||||||||||||
Loss from discontinued operations, net of income taxes | — | — | (0.1 | ) | — | (0.1 | ) | |||||||||||||
Net income (loss) | 11.6 | (1.1 | ) | 11.7 | (10.6 | ) | 11.6 | |||||||||||||
Other comprehensive loss, net of tax | (2.3 | ) | (2.3 | ) | (2.4 | ) | 4.7 | (2.3 | ) | |||||||||||
Comprehensive income (loss) | $ | 9.3 | $ | (3.4 | ) | $ | 9.3 | $ | (5.9 | ) | $ | 9.3 | ||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the six months ended March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,776.20 | $ | — | $ | 1,776.20 | ||||||||||
Cost of sales | — | — | 849 | — | 849 | |||||||||||||||
Gross profit | — | — | 927.2 | — | 927.2 | |||||||||||||||
Selling, general and administrative expenses | 62.4 | 0.2 | 543.4 | — | 606 | |||||||||||||||
Research and development expenses | — | — | 89.4 | — | 89.4 | |||||||||||||||
Restructuring charges, net | 7.7 | — | 3.2 | — | 10.9 | |||||||||||||||
Gains on divestiture and license | — | — | (1.7 | ) | — | (1.7 | ) | |||||||||||||
Operating (loss) income | (70.1 | ) | (0.2 | ) | 292.9 | — | 222.6 | |||||||||||||
Interest expense | — | (97.7 | ) | (8.5 | ) | — | (106.2 | ) | ||||||||||||
Interest income | — | — | 0.5 | — | 0.5 | |||||||||||||||
Other income (expense), net | 142.4 | — | (134.2 | ) | — | 8.2 | ||||||||||||||
Intercompany interest and fees | (5.0 | ) | — | 5 | — | — | ||||||||||||||
Equity in net income of subsidiaries | 124.2 | 222.1 | 124.2 | (470.5 | ) | — | ||||||||||||||
Income from continuing operations before income taxes | 191.5 | 124.2 | 279.9 | (470.5 | ) | 125.1 | ||||||||||||||
Income tax benefit | — | — | (43.5 | ) | — | (43.5 | ) | |||||||||||||
Income from continuing operations | 191.5 | 124.2 | 323.4 | (470.5 | ) | 168.6 | ||||||||||||||
Income from discontinued operations, net of income taxes | — | — | 22.9 | — | 22.9 | |||||||||||||||
Net income | 191.5 | 124.2 | 346.3 | (470.5 | ) | 191.5 | ||||||||||||||
Other comprehensive loss, net of tax | (57.8 | ) | (57.8 | ) | (115.8 | ) | 173.6 | (57.8 | ) | |||||||||||
Comprehensive income | $ | 133.7 | $ | 66.4 | $ | 230.5 | $ | (296.9 | ) | $ | 133.7 | |||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the six months ended March 28, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,098.00 | $ | — | $ | 1,098.00 | ||||||||||
Cost of sales | — | — | 579.8 | — | 579.8 | |||||||||||||||
Gross profit | — | — | 518.2 | — | 518.2 | |||||||||||||||
Selling, general and administrative expenses | 11.9 | 0.2 | 328.2 | — | 340.3 | |||||||||||||||
Research and development expenses | — | — | 80.4 | — | 80.4 | |||||||||||||||
Separation costs | 1.4 | — | 3.4 | — | 4.8 | |||||||||||||||
Restructuring charges, net | — | — | 29.7 | — | 29.7 | |||||||||||||||
Gains on divestiture and license | — | — | (13.8 | ) | — | (13.8 | ) | |||||||||||||
Operating (loss) income | (13.3 | ) | (0.2 | ) | 90.3 | — | 76.8 | |||||||||||||
Interest expense | — | (23.3 | ) | 1.1 | — | (22.2 | ) | |||||||||||||
Interest income | — | — | 0.8 | — | 0.8 | |||||||||||||||
Other income (expense), net | 23 | — | (24.0 | ) | — | (1.0 | ) | |||||||||||||
Intercompany interest and fees | (4.0 | ) | — | 4 | — | — | ||||||||||||||
Equity in net income of subsidiaries | 51.5 | 74.9 | — | (126.4 | ) | — | ||||||||||||||
Income from continuing operations before income taxes | 57.2 | 51.4 | 72.2 | (126.4 | ) | 54.4 | ||||||||||||||
Income tax benefit | — | (0.1 | ) | (3.6 | ) | — | (3.7 | ) | ||||||||||||
Income from continuing operations | 57.2 | 51.5 | 75.8 | (126.4 | ) | 58.1 | ||||||||||||||
Loss from discontinued operations, net of income taxes | — | — | (0.9 | ) | — | (0.9 | ) | |||||||||||||
Net income | 57.2 | 51.5 | 74.9 | (126.4 | ) | 57.2 | ||||||||||||||
Other comprehensive income, net of tax | (2.1 | ) | (2.1 | ) | (2.3 | ) | 4.4 | (2.1 | ) | |||||||||||
Comprehensive income | $ | 55.1 | $ | 49.4 | $ | 72.6 | $ | (122.0 | ) | $ | 55.1 | |||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
For the six months ended March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Cash Flows From Operating Activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 120.7 | $ | (78.3 | ) | $ | 323.1 | $ | — | $ | 365.5 | |||||||||
Cash Flows From Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | — | (55.1 | ) | — | (55.1 | ) | |||||||||||||
Intercompany loan investment | (127.3 | ) | — | (335.6 | ) | 462.9 | — | |||||||||||||
Investment in subsidiary | — | (124.9 | ) | — | 124.9 | — | ||||||||||||||
Restricted cash | — | — | 0.4 | — | 0.4 | |||||||||||||||
Other | — | — | 1.7 | — | 1.7 | |||||||||||||||
Net cash (used in) provided by investing activities | (127.3 | ) | (124.9 | ) | (388.6 | ) | 587.8 | (53.0 | ) | |||||||||||
Cash Flows From Financing Activities: | ||||||||||||||||||||
Issuance of external debt | — | — | 80 | — | 80 | |||||||||||||||
Repayment of external debt and capital leases | — | (8.2 | ) | (55.3 | ) | — | (63.5 | ) | ||||||||||||
Debt financing costs | — | — | (0.4 | ) | — | (0.4 | ) | |||||||||||||
Excess tax benefit from share-based compensation | — | — | 20.2 | — | 20.2 | |||||||||||||||
Proceeds from exercise of share options | 20.6 | — | — | — | 20.6 | |||||||||||||||
Repurchase of shares | (12.3 | ) | — | — | — | (12.3 | ) | |||||||||||||
Intercompany loan borrowings, net | — | 462.9 | — | (462.9 | ) | — | ||||||||||||||
Capital contribution | — | — | 124.9 | (124.9 | ) | — | ||||||||||||||
Other | — | — | (4.0 | ) | — | (4.0 | ) | |||||||||||||
Net cash provided (used in) by financing activities | 8.3 | 454.7 | 165.4 | (587.8 | ) | 40.6 | ||||||||||||||
Effect of currency rate changes on cash | — | — | (7.4 | ) | — | (7.4 | ) | |||||||||||||
Net increase in cash and cash equivalents | 1.7 | 251.5 | 92.5 | — | 345.7 | |||||||||||||||
Cash and cash equivalents at beginning of period | 0.3 | 18.5 | 689 | — | 707.8 | |||||||||||||||
Cash and cash equivalents at end of period | $ | 2 | $ | 270 | $ | 781.5 | $ | — | $ | 1,053.50 | ||||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
For the six months ended March 28, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Cash Flows From Operating Activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 8.6 | $ | (17.1 | ) | $ | 149.7 | $ | — | $ | 141.2 | |||||||||
Cash Flows From Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | — | (50.7 | ) | — | (50.7 | ) | |||||||||||||
Intercompany loan investment | (21.5 | ) | 2.4 | (58.8 | ) | 77.9 | — | |||||||||||||
Investment in subsidiary | — | (1,300.0 | ) | — | 1,300.00 | — | ||||||||||||||
Acquisitions and intangibles, net of cash acquired | — | — | (1,293.2 | ) | — | (1,293.2 | ) | |||||||||||||
Restricted cash | — | — | 4.1 | — | 4.1 | |||||||||||||||
Other | — | — | 8 | — | 8 | |||||||||||||||
Net cash used in investing activities | (21.5 | ) | (1,297.6 | ) | (1,390.6 | ) | 1,377.90 | (1,331.8 | ) | |||||||||||
Cash Flows From Financing Activities: | ||||||||||||||||||||
Issuance of external debt | — | 1,296.80 | — | — | 1,296.80 | |||||||||||||||
Repayment of external debt and capital leases | — | — | (30.8 | ) | — | (30.8 | ) | |||||||||||||
Debt financing costs | — | (32.2 | ) | — | — | (32.2 | ) | |||||||||||||
Excess tax benefit from share-based compensation | — | — | 4 | — | 4 | |||||||||||||||
Proceeds from exercise of share options | 16.1 | — | — | — | 16.1 | |||||||||||||||
Repurchase of shares | (1.8 | ) | — | — | — | (1.8 | ) | |||||||||||||
Intercompany loan borrowings, net | (2.4 | ) | 80.3 | — | (77.9 | ) | — | |||||||||||||
Capital contribution | — | — | 1,300.00 | (1,300.0 | ) | — | ||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Net cash provided by financing activities | 11.9 | 1,344.90 | 1,273.20 | (1,377.9 | ) | 1,252.10 | ||||||||||||||
Effect of currency rate changes on cash | — | — | (2.1 | ) | — | (2.1 | ) | |||||||||||||
Net (decrease) increase in cash and cash equivalents | (1.0 | ) | 30.2 | 30.2 | — | 59.4 | ||||||||||||||
Cash and cash equivalents at beginning of period | 1.2 | 56.5 | 217.8 | — | 275.5 | |||||||||||||||
Cash and cash equivalents at end of period | $ | 0.2 | $ | 86.7 | $ | 248 | $ | — | $ | 334.9 | ||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended | |
Mar. 27, 2015 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | ||
20 | Subsequent Events | |
Ikaria Acquisition | ||
On April 16, 2015, the Company acquired Ikaria, Inc. ("Ikaria") through the acquisition of all the outstanding common stock of Compound Holdings II, Inc., the parent holding company of Ikaria, in a transaction valued at approximately $2.3 billion, net of cash acquired ("the Ikaria Acquisition"). Consideration for the transaction consisted of approximately $1.2 billion in cash paid to Compound Holdings II, Inc. shareholders and the assumption of approximately $1.1 billion of Ikaria third-party debt, which was repaid in conjunction with the Ikaria Acquisition. The acquisition and repayment of debt was funded through the issuance of $1.4 billion aggregate principal amount of senior unsecured notes, a $240.0 million borrowing under the Revolver and cash on hand. Ikaria's primary product is INOMAX® (nitric oxide) for inhalation, a vital treatment option in neonatal critical care, which accelerates the Company's growth in its Specialty Brands segment. The Company incurred acquisition costs within the consolidated statement of income for the three and six months ended March 27, 2015 of $7.1 million, which were included within selling, general and administrative expenses. | ||
The Company has not yet completed a preliminary allocation of the total consideration to the identifiable assets acquired and liabilities assumed for the Ikaria Acquisition. However, the Company expects that significant assets acquired will primarily consist of intangible assets, but will also include inventory adjusted to fair value, and that significant liabilities assumed will include the existing Ikaria third-party debt and deferred tax liabilities associated with assets acquired. The Company expects to complete a preliminary allocation of the total consideration during the third quarter of fiscal 2015. | ||
Ikaria Acquisition Financing | ||
On April 15, 2015, MIFSA and MCB issued $700.0 million aggregate principal amount of 4.875% senior unsecured notes due April 15, 2020 ("the 2020 Notes") and $700.0 million aggregate principal amount of 5.50% senior unsecured notes due April 15, 2025 ("the 2025 Notes", and together with the 2020 Notes, the "Ikaria Notes"). The Ikaria Notes are guaranteed by Mallinckrodt plc and each of its subsidiaries that guarantee the obligations under the Facilities, which following the Ikaria Acquisition includes Compound Holdings II, Inc. and its U.S. subsidiaries. The Ikaria Notes are subject to an indenture that contains certain customary covenants and events of default (subject in certain cases to customary grace and cure periods). The occurrence of an event of default under the indenture could result in the acceleration of the Ikaria Notes and could cause a cross-default that could result in the acceleration of other indebtedness of the Company. The Issuers may redeem some or all of the (i) 2020 Notes prior to April 15, 2017 and (ii) 2025 Notes prior to April 15, 2020, in each case, by paying a “make-whole” premium. The Issuers may redeem some or all of the (i) 2020 Notes on or after April 15, 2017 and (ii) 2025 Notes on or after April 15, 2020, in each case, at specified redemption prices. In addition, prior to (i) April 15, 2017, in the case of the 2020 Notes, and (ii) April 15, 2018, in the case of the 2025 Notes, the Issuers may redeem up to 40% of the aggregate principal amount of the 2020 Notes or 2025 Notes, as the case may be, with the net proceeds of certain equity offerings. The Issuers are obligated to offer to repurchase (a) each series of Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events and (b) the Notes at a price of 100% of their principal amount plus accrued and unpaid interest, if any, in the event of certain net asset sales. These obligations are subject to certain qualifications and exceptions. The Company will pay interest on the Ikaria Notes semiannually on April 15th and October 15th of each year, commencing on October 15, 2015. |
Acquisitions_and_License_Agree1
Acquisitions and License Agreements (Tables) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Acquisitions [Abstract] | ||||||||||||||||
Schedule of Fair Value of Identifiable Assets Acquired and Liabilities Assumed | ||||||||||||||||
Questcor | Cadence | |||||||||||||||
Cash and cash equivalents | $ | 445.1 | $ | 43.2 | ||||||||||||
Inventory | 67.9 | 21 | ||||||||||||||
Intangible assets | 5,601.10 | 1,300.00 | ||||||||||||||
Goodwill | 1,795.70 | 318.1 | ||||||||||||||
Other assets, current and non-current (1) | 274.3 | 18 | ||||||||||||||
Total assets acquired | 8,184.10 | 1,700.30 | ||||||||||||||
Current liabilities (2) | 169.5 | 60.1 | ||||||||||||||
Unpaid purchase consideration (current) | 128.8 | — | ||||||||||||||
Other liabilities (non-current) (2) | 184.8 | 18.7 | ||||||||||||||
Deferred tax liabilities, net (non-current) | 1,914.50 | 292.3 | ||||||||||||||
Total liabilities assumed | 2,397.60 | 371.1 | ||||||||||||||
Net assets acquired | $ | 5,786.50 | $ | 1,329.20 | ||||||||||||
-1 | This amount includes $87.3 million and $14.7 million of accounts receivable for the Questcor Acquisition and the Cadence Acquisition, respectively, which is also the gross contractual value. | |||||||||||||||
-2 | These amounts include $30.0 million of pre-existing Cadence debt, which the Company repaid upon completion of the Cadence Acquisition. | |||||||||||||||
Schedule of Reconciliation of Total Consideration to Net Assets Acquired | The following reconciles the total consideration to net assets acquired: | |||||||||||||||
Questcor | Cadence | |||||||||||||||
Total consideration, net of cash | $ | 5,470.20 | $ | 1,286.00 | ||||||||||||
Plus: cash assumed in acquisition | 445.1 | 43.2 | ||||||||||||||
Total consideration | 5,915.30 | 1,329.20 | ||||||||||||||
Less: unpaid purchase consideration | (128.8 | ) | — | |||||||||||||
Net assets acquired | $ | 5,786.50 | $ | 1,329.20 | ||||||||||||
Schedule of Intangible Assets Acquired | Intangible assets acquired consist of the following: | |||||||||||||||
Questcor | Amount | Amortization Period | ||||||||||||||
Completed technology | $ | 5,343.30 | 18 years | |||||||||||||
Trademark | 5.2 | 13 years | ||||||||||||||
Customer relationships | 34.3 | 12 years | ||||||||||||||
In-process research and development | 218.3 | Non-Amortizable | ||||||||||||||
$ | 5,601.10 | |||||||||||||||
The completed technology intangible asset relates to Acthar. The trademark and customer relationship intangible assets relate to BioVectra. The in-process research and development ("IPR&D") relates to the development of Synacthen®, a synthetic pharmaceutical product. The fair values of the intangible assets were determined using the income approach, which is a valuation technique that provides an estimate of the fair value of the asset based on market participant expectations of the cash flows an asset would generate. The cash flows were discounted at various discount rates commensurate with the level of risk associated with each asset or their projected cash flows. Completed technology, customer relationships, trademark and IPR&D intangibles utilized discount rates of 14.5%, 10.0%, 10.0% and 16.0%, respectively. The IPR&D discount rate was developed after assigning a probability of success to achieving the projected cash flows based on the current stage of development, inherent uncertainty in the FDA approval process and risks associated with commercialization of a new product. Based on the Company's preliminary estimate, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce, anticipated synergies and the tax status of the transaction. The goodwill is not deductible for U.S. income tax purposes. The majority of the assets acquired are included within the Company's Specialty Brands segment. | ||||||||||||||||
Cadence | Amount | Amortization Period | ||||||||||||||
Completed technology | $ | 1,300.00 | 8 years | |||||||||||||
Schedule of Net Sales and Earnings by Acquiree | The amount of net sales and earnings included in the Company's results for the periods presented were as follows: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net sales | ||||||||||||||||
Questcor | $ | 259.5 | $ | — | $ | 547.3 | $ | — | ||||||||
Cadence | 68.1 | 5.3 | 139.5 | 5.3 | ||||||||||||
$ | 327.6 | $ | 5.3 | $ | 686.8 | $ | 5.3 | |||||||||
Operating income (loss) | ||||||||||||||||
Questcor | $ | 7.3 | $ | — | $ | 88.5 | $ | — | ||||||||
Cadence | (32.3 | ) | (9.0 | ) | (41.6 | ) | (9.0 | ) | ||||||||
$ | (25.0 | ) | $ | (9.0 | ) | $ | 46.9 | $ | (9.0 | ) | ||||||
Schedule of Intangible Asset Amortization by Acquiree | The amount of amortization on acquired intangible assets included within operating income (loss) for the periods presented was as follows: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Intangible asset amortization | ||||||||||||||||
Questcor | $ | 75.4 | $ | — | $ | 150.8 | $ | — | ||||||||
Cadence | 40.7 | 4.8 | 81.3 | 4.8 | ||||||||||||
$ | 116.1 | $ | 4.8 | $ | 232.1 | $ | 4.8 | |||||||||
Schedule of Unaudited Pro Forma Information | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 28, | March 28, | |||||||||||||||
2014 | 2014 | |||||||||||||||
Net sales | $ | 815.3 | $ | 1,633.70 | ||||||||||||
Net income | 10.2 | 70.5 | ||||||||||||||
Basic earnings per share | $ | 0.09 | $ | 0.62 | ||||||||||||
Diluted earnings per share | 0.09 | 0.61 | ||||||||||||||
Restructuring_and_Related_Char1
Restructuring and Related Charges (Tables) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Schedule of Restructuring and Related Charges by Segment | Net restructuring and related charges by segment were as follows: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Specialty Brands | $ | 0.9 | $ | 2.1 | $ | 15.1 | $ | 2.1 | ||||||||
Specialty Generics | 2.7 | 0.6 | 2.7 | 0.6 | ||||||||||||
Global Medical Imaging | 0.2 | 18.5 | (7.1 | ) | 26.6 | |||||||||||
Corporate | — | 0.5 | 0.4 | 0.5 | ||||||||||||
Restructuring and related charges, net | 3.8 | 21.7 | 11.1 | 29.8 | ||||||||||||
Less: accelerated depreciation | (0.1 | ) | — | (0.2 | ) | (0.1 | ) | |||||||||
Restructuring charges, net | $ | 3.7 | $ | 21.7 | $ | 10.9 | $ | 29.7 | ||||||||
Schedule of Net Restructuring and Related Charges | Net restructuring and related charges were comprised of the following: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
2013 Mallinckrodt Program | $ | 2.9 | $ | 22.6 | $ | (2.0 | ) | $ | 30.9 | |||||||
Acquisitions | 0.9 | (0.4 | ) | 13.1 | (0.4 | ) | ||||||||||
Other | — | (0.5 | ) | — | (0.7 | ) | ||||||||||
Total | 3.8 | 21.7 | 11.1 | 29.8 | ||||||||||||
Less: non-cash charges, including accelerated share-based compensation expense | (1.0 | ) | (2.6 | ) | (7.9 | ) | (2.7 | ) | ||||||||
Total charges expected to be settled in cash | $ | 2.8 | $ | 19.1 | $ | 3.2 | $ | 27.1 | ||||||||
Schedule of Restructuring Reserves by Type of Cost | The following table summarizes cash activity for restructuring reserves, substantially all of which are related to employee severance and benefits: | |||||||||||||||
2013 Mallinckrodt Program | Acquisitions | Other | Total | |||||||||||||
Balance at September 26, 2014 | $ | 26.6 | $ | 7.9 | $ | 0.4 | $ | 34.9 | ||||||||
Charges | 5.8 | 6.3 | — | 12.1 | ||||||||||||
Changes in estimate | (7.9 | ) | (1.0 | ) | — | (8.9 | ) | |||||||||
Cash payments | (14.7 | ) | (11.3 | ) | (0.1 | ) | (26.1 | ) | ||||||||
Reclassifications (1) | (1.3 | ) | — | — | (1.3 | ) | ||||||||||
Currency translation | (0.7 | ) | — | — | (0.7 | ) | ||||||||||
Balance at March 27, 2015 | $ | 7.8 | $ | 1.9 | $ | 0.3 | $ | 10 | ||||||||
Schedule of Restructuring Charges Incurred Cumulative to Date | Net restructuring and related charges, including associated asset impairments, incurred cumulative-to-date related to the 2013 Mallinckrodt Program were as follows: | |||||||||||||||
Specialty Brands | $ | 3.1 | ||||||||||||||
Specialty Generics | 14.1 | |||||||||||||||
Global Medical Imaging | 64.4 | |||||||||||||||
Corporate | 5.7 | |||||||||||||||
$ | 87.3 | |||||||||||||||
Earnings_Loss_per_Share_Tables
Earnings (Loss) per Share (Tables) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Earnings (Loss) per Share [Abstract] | ||||||||||||||||
Schedule of Earnings (Loss) per Share | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Mar-15 | 28-Mar-14 | 27-Mar-15 | 28-Mar-14 | |||||||||||||
Earnings (loss) per share numerator: | ||||||||||||||||
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities | $ | 76.5 | $ | 11.7 | $ | 168.6 | $ | 58.1 | ||||||||
Less: earnings allocated to participating securities | 0.7 | — | 1.7 | — | ||||||||||||
Income from continuing operations attributable to common shareholders, after earnings allocated to participating securities | 75.8 | 11.7 | 166.9 | 58.1 | ||||||||||||
Income (loss) from discontinued operations | 22.3 | (0.1 | ) | 22.9 | (0.9 | ) | ||||||||||
Less: earnings from discontinued operations allocated to participating securities | 0.2 | — | 0.2 | — | ||||||||||||
Income (loss) from discontinued operations attributable to common shareholders, after allocation of earnings to participating securities | 22.1 | (0.1 | ) | 22.7 | (0.9 | ) | ||||||||||
Net income attributable to common shareholders, after allocation of earnings to participating securities | $ | 97.9 | $ | 11.6 | $ | 189.6 | $ | 57.2 | ||||||||
Earnings (loss) per share denominator: | ||||||||||||||||
Weighted-average shares outstanding - basic | 115.6 | 58.2 | 115.2 | 58 | ||||||||||||
Impact of dilutive securities | 1.6 | 0.9 | 1.6 | 0.7 | ||||||||||||
Weighted-average shares outstanding - diluted | 117.2 | 59.1 | 116.8 | 58.7 | ||||||||||||
Basic earnings (loss) per share attributable to common shareholders | ||||||||||||||||
Income from continuing operations | $ | 0.66 | $ | 0.2 | $ | 1.45 | $ | 1 | ||||||||
Income (loss) from discontinued operations | 0.19 | — | 0.2 | (0.02 | ) | |||||||||||
Net income attributable to common shareholders | $ | 0.85 | $ | 0.2 | $ | 1.65 | $ | 0.99 | ||||||||
Diluted earnings (loss) per share attributable to common shareholders | ||||||||||||||||
Income from continuing operations | $ | 0.65 | $ | 0.2 | $ | 1.43 | $ | 0.99 | ||||||||
Income (loss) from discontinued operations | 0.19 | — | 0.19 | (0.02 | ) | |||||||||||
Net income attributable to common shareholders | $ | 0.84 | $ | 0.2 | $ | 1.62 | $ | 0.97 | ||||||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Inventory, Net [Abstract] | ||||||||
Schedule of Inventories | ||||||||
8 | Inventories | |||||||
Inventories were comprised of the following at the end of each period: | ||||||||
March 27, | September 26, | |||||||
2015 | 2014 | |||||||
Raw materials and supplies | $ | 77 | $ | 73.6 | ||||
Work in process | 178.4 | 212.1 | ||||||
Finished goods | 93.3 | 110.9 | ||||||
$ | 348.7 | $ | 396.6 | |||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 6 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property, Plant and Equipment | The gross carrying amount and accumulated depreciation of property, plant and equipment at the end of each period was as follows: | |||||||
March 27, | September 26, 2014 | |||||||
2015 | ||||||||
Property, plant and equipment, gross | $ | 1,900.00 | $ | 1,888.40 | ||||
Less: accumulated depreciation | (959.1 | ) | (939.2 | ) | ||||
Property, plant and equipment, net | $ | 940.9 | $ | 949.2 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Schedule of Goodwill | The gross carrying amount and accumulated impairment of goodwill by segment at the end of each period were as follows: | |||||||||||||||
27-Mar-15 | 26-Sep-14 | |||||||||||||||
Gross | Accumulated Impairment | Gross | Accumulated Impairment | |||||||||||||
Carrying | Carrying | |||||||||||||||
Amount | Amount | |||||||||||||||
Specialty Brands | $ | 2,219.10 | $ | — | $ | 2,194.90 | $ | — | ||||||||
Specialty Generics | 207 | — | 207 | — | ||||||||||||
Global Medical Imaging | 219.7 | (219.7 | ) | 219.7 | (219.7 | ) | ||||||||||
Total | $ | 2,645.80 | $ | (219.7 | ) | $ | 2,621.60 | $ | (219.7 | ) | ||||||
Schedule of Intangible Assets | The gross carrying amount and accumulated amortization of intangible assets at the end of each period were as follows: | |||||||||||||||
27-Mar-15 | 26-Sep-14 | |||||||||||||||
Gross | Accumulated | Gross | Accumulated | |||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||
Amount | Amount | |||||||||||||||
Amortizable: | ||||||||||||||||
Completed technology | $ | 7,040.10 | $ | 578.4 | $ | 7,040.10 | $ | 339.7 | ||||||||
Licenses | 185.1 | 93.6 | 185.1 | 87.3 | ||||||||||||
Customer relationships | 29.9 | 2.6 | 33.8 | 0.6 | ||||||||||||
Trademarks | 12.4 | 4.4 | 13 | 4.1 | ||||||||||||
Other | 6.7 | 6.7 | 6.7 | 5 | ||||||||||||
Total | $ | 7,274.20 | $ | 685.7 | $ | 7,278.70 | $ | 436.7 | ||||||||
Non-Amortizable: | ||||||||||||||||
Trademarks | $ | 35 | $ | 35 | ||||||||||||
In-process research and development | 235.2 | 235.2 | ||||||||||||||
Total | $ | 270.2 | $ | 270.2 | ||||||||||||
Schedule of Future Amortization Expense, Intangible Assets | The estimated aggregate amortization expense on intangible assets owned by the Company is expected to be as follows: | |||||||||||||||
Remainder of fiscal 2015 | $ | 247.4 | ||||||||||||||
Fiscal 2016 | 494.2 | |||||||||||||||
Fiscal 2017 | 492.3 | |||||||||||||||
Fiscal 2018 | 483.3 | |||||||||||||||
Fiscal 2019 | 483 | |||||||||||||||
Debt_Tables
Debt (Tables) | 6 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt including Capital Lease Obligation | Debt was comprised of the following at the end of each period: | |||||||
March 27, | September 26, 2014 | |||||||
2015 | ||||||||
Current maturities of long-term debt: | ||||||||
2.85% term loan due April 2016 | $ | 0.4 | $ | 0.4 | ||||
Term loans due March 2021 | 20 | 18.2 | ||||||
4.00% term loan due February 2022 | 1.1 | 1.2 | ||||||
Capital lease obligation | 0.9 | 1.4 | ||||||
Total current debt | 22.4 | 21.2 | ||||||
Long-term debt: | ||||||||
Variable-rate receivable securitization | 180 | 150 | ||||||
2.85% term loan due April 2016 | 2.2 | 2.7 | ||||||
3.50% notes due April 2018 | 300 | 300 | ||||||
Term loans due March 2021 | 1,962.70 | 1,972.10 | ||||||
4.00% term loan due February 2022 | 7.9 | 9.6 | ||||||
9.50% debentures due May 2022 | 10.4 | 10.4 | ||||||
5.75% notes due August 2022 | 900 | 900 | ||||||
8.00% debentures due March 2023 | 4.7 | 8 | ||||||
4.75% notes due April 2023 | 598.4 | 598.3 | ||||||
Capital lease obligation | — | 0.4 | ||||||
Total long-term debt | 3,966.30 | 3,951.50 | ||||||
Total debt | $ | 3,988.70 | $ | 3,972.70 | ||||
Retirement_Plans_Tables
Retirement Plans (Tables) (Pension Benefits) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Pension Benefits | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||
Schedule of Net Periodic Benefit Cost | The net periodic benefit cost for the Company's defined benefit pension plans was as follows: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Service cost | $ | 1.2 | $ | 1.2 | $ | 2.4 | $ | 2.5 | ||||||||
Interest cost | 4.4 | 5 | 8.9 | 9.9 | ||||||||||||
Expected return on plan assets | (5.7 | ) | (6.1 | ) | (11.5 | ) | (12.2 | ) | ||||||||
Amortization of net actuarial loss | 2.4 | 2.1 | 4.7 | 4.2 | ||||||||||||
Amortization of prior service (credit) cost | (0.2 | ) | (0.2 | ) | (0.4 | ) | (0.3 | ) | ||||||||
Plan settlements | 1.2 | 0.3 | 1.2 | 0.3 | ||||||||||||
Net periodic benefit cost | $ | 3.3 | $ | 2.3 | $ | 5.3 | $ | 4.4 | ||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||||||||||
Schedule of Accumulated Other Comprehensive Income | The following summarizes the changes in accumulated other comprehensive income for the six months ended March 28, 2014: | |||||||||||||||
Currency Translation | Unrecognized Gain (Loss) on Derivatives | Unrecognized Gain (Loss) on Benefit Plans | Accumulated Other Comprehensive Income | |||||||||||||
Balance at September 27, 2013 | $ | 158.6 | $ | (7.3 | ) | $ | (42.8 | ) | $ | 108.5 | ||||||
Other comprehensive income before reclassifications | (2.0 | ) | — | — | (2.0 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 0.2 | (0.3 | ) | (0.1 | ) | ||||||||||
Net current period other comprehensive income (loss) | (2.0 | ) | 0.2 | (0.3 | ) | (2.1 | ) | |||||||||
Balance at March 28, 2014 | $ | 156.6 | $ | (7.1 | ) | $ | (43.1 | ) | $ | 106.4 | ||||||
The following summarizes the change in accumulated other comprehensive income for the six months ended March 27, 2015: | ||||||||||||||||
Currency Translation | Unrecognized Gain (Loss) on Derivatives | Unrecognized Gain (Loss) on Benefit Plans | Accumulated Other Comprehensive Income | |||||||||||||
Balance at September 26, 2014 | $ | 131 | $ | (6.8 | ) | $ | (58.5 | ) | $ | 65.7 | ||||||
Other comprehensive income before reclassifications | (58.9 | ) | — | (1.3 | ) | (60.2 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | 0.2 | 2.2 | 2.4 | ||||||||||||
Net current period other comprehensive income (loss) | (58.9 | ) | 0.2 | 0.9 | (57.8 | ) | ||||||||||
Balance at March 27, 2015 | $ | 72.1 | $ | (6.6 | ) | $ | (57.6 | ) | $ | 7.9 | ||||||
Schedule of Reclassifications out of Accumulated Other Comprehensive Income | The following summarizes reclassifications out of accumulated other comprehensive income for the three and six months ended March 28, 2014: | |||||||||||||||
Amount Reclassified from | ||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||
Three Months Ended March 28, 2014 | Six Months Ended March 28, 2014 | Line Item in the Unaudited Condensed Consolidated | ||||||||||||||
Statement of Income | ||||||||||||||||
Amortization of unrealized gain on derivatives | $ | 0.1 | $ | 0.3 | Interest expense | |||||||||||
Income tax provision | — | (0.1 | ) | Income tax benefit | ||||||||||||
Net of income taxes | 0.1 | 0.2 | ||||||||||||||
Amortization of pension and post-retirement benefit plans: | ||||||||||||||||
Net actuarial loss | 2.1 | 4.2 | (1) | |||||||||||||
Prior service credit | (2.4 | ) | (4.9 | ) | (1) | |||||||||||
Plan settlements | 0.3 | 0.3 | ||||||||||||||
Total before tax | — | (0.4 | ) | |||||||||||||
Income tax provision | — | 0.1 | Income tax benefit | |||||||||||||
Net of income taxes | — | (0.3 | ) | |||||||||||||
Total reclassifications for the period | $ | 0.1 | $ | (0.1 | ) | |||||||||||
-1 | ||||||||||||||||
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note 12 for additional details. | ||||||||||||||||
The following summarizes reclassifications out of accumulated other comprehensive income for the three and six months ended March 27, 2015: | ||||||||||||||||
Amount Reclassified from | ||||||||||||||||
Accumulated Other Comprehensive Income | ||||||||||||||||
Three Months Ended March 27, 2015 | Six Months Ended March 27, 2015 | Line Item in the Unaudited Condensed Consolidated | ||||||||||||||
Statement of Income | ||||||||||||||||
Amortization of unrealized gain on derivatives | $ | 0.2 | $ | 0.3 | Interest expense | |||||||||||
Income tax provision | (0.1 | ) | (0.1 | ) | Income tax benefit | |||||||||||
Net of income taxes | 0.1 | 0.2 | ||||||||||||||
Amortization of pension and post-retirement benefit plans: | ||||||||||||||||
Net actuarial loss | 2.4 | 4.7 | (1) | |||||||||||||
Prior service credit | (1.2 | ) | (2.3 | ) | (1) | |||||||||||
Plan settlements | 1.2 | 1.2 | ||||||||||||||
Total before tax | 2.4 | 3.6 | ||||||||||||||
Income tax provision | (0.9 | ) | (1.4 | ) | Income tax benefit | |||||||||||
Net of income taxes | 1.5 | 2.2 | ||||||||||||||
Total reclassifications for the period | $ | 1.6 | $ | 2.4 | ||||||||||||
-1 | These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note 12 for additional details. |
Commitment_and_Contingencies_T
Commitment and Contingencies (Tables) | 6 Months Ended | |||
Mar. 27, 2015 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Schedule of Changes in Asset Retirement Obligations | The following table provides a summary of the changes in the Company's asset retirement obligations: | |||
Balance at September 26, 2014 | $ | 40.8 | ||
Accretion expense | 0.9 | |||
Currency translation | (3.7 | ) | ||
Balance at March 27, 2015 | $ | 38 | ||
Financial_Instruments_and_Fair1
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis | The following tables provide a summary of the significant assets and liabilities that are measured at fair value on a recurring basis at the end of each period: | |||||||||||||||
March 27, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
2015 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Debt and equity securities held in rabbi trusts | $ | 36.8 | $ | 25 | $ | 11.8 | $ | — | ||||||||
Foreign exchange forward and option contracts | 0.3 | 0.3 | — | — | ||||||||||||
$ | 37.1 | $ | 25.3 | $ | 11.8 | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Deferred compensation liabilities | $ | 19.1 | $ | — | $ | 19.1 | $ | — | ||||||||
Contingent consideration and acquired contingent liabilities | 198.2 | — | — | 198.2 | ||||||||||||
Foreign exchange forward and option contracts | 5.4 | 5.4 | — | — | ||||||||||||
$ | 222.7 | $ | 5.4 | $ | 19.1 | $ | 198.2 | |||||||||
September 26, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Debt and equity securities held in rabbi trusts | $ | 35.7 | $ | 22.9 | $ | 12.8 | $ | — | ||||||||
$ | 35.7 | $ | 22.9 | $ | 12.8 | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Deferred compensation liabilities | $ | 15 | $ | — | $ | 15 | $ | — | ||||||||
Contingent consideration and acquired contingent liabilities | 202.8 | — | — | 202.8 | ||||||||||||
Foreign exchange forward and option contracts | 0.2 | 0.2 | — | — | ||||||||||||
$ | 218 | $ | 0.2 | $ | 15 | $ | 202.8 | |||||||||
Schedule of Reconciliation of Changes in Fair Value of Contingent Liabilities | ||||||||||||||||
Balance at September 26, 2014 | $ | 202.8 | ||||||||||||||
Payments | (4.0 | ) | ||||||||||||||
Accretion expense | 4.1 | |||||||||||||||
Effect of currency rate change | (4.7 | ) | ||||||||||||||
Balance at March 27, 2015 | $ | 198.2 | ||||||||||||||
Schedule of Carrying Amount and Fair Value of Long-term Debt | The following table presents the carrying values and estimated fair values of the Company's long-term debt, excluding capital leases, as of the end of each period: | |||||||||||||||
March 27, 2015 | September 26, 2014 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
Variable-rate receivable securitization | $ | 180 | $ | 180 | $ | 150 | $ | 150 | ||||||||
2.85% term loan due April 2016 | 2.6 | 2.6 | 3.1 | 3.1 | ||||||||||||
3.50% notes due April 2018 | 300 | 296.2 | 300 | 290.2 | ||||||||||||
Term loans due March 2021 | 1,982.70 | 1,985.20 | 1,990.30 | 1,970.40 | ||||||||||||
4.00% term loan due February 2022 | 9 | 9 | 10.8 | 10.8 | ||||||||||||
9.50% debentures due May 2022 | 10.4 | 13.2 | 10.4 | 14.2 | ||||||||||||
5.75% notes due August 2022 | 900 | 927.3 | 900 | 907.3 | ||||||||||||
8.00% debentures due March 2023 | 4.7 | 5.5 | 8 | 10.2 | ||||||||||||
4.75% notes due April 2023 | 598.4 | 572.3 | 598.3 | 563.8 | ||||||||||||
Schedules of Concentration of Risk | The following table shows net sales attributable to distributors that accounted for 10% or more of the Company's total net sales: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
CuraScript, Inc. | 25 | % | — | % | 28 | % | — | % | ||||||||
McKesson Corporation | 19 | % | 15 | % | 17 | % | 15 | % | ||||||||
Cardinal Health, Inc. | 14 | % | 15 | % | 14 | % | 18 | % | ||||||||
Amerisource Bergen Corporation | 8 | % | 10 | % | 8 | % | 11 | % | ||||||||
The following table shows accounts receivable attributable to distributors that accounted for 10% or more of the Company's gross accounts receivable at the end of each period: | ||||||||||||||||
March 27, | September 26, | |||||||||||||||
2015 | 2014 | |||||||||||||||
McKesson Corporation | 32 | % | 24 | % | ||||||||||||
Cardinal Health, Inc. | 18 | % | 17 | % | ||||||||||||
CuraScript, Inc. | 12 | % | 13 | % | ||||||||||||
Amerisource Bergen Corporation | 10 | % | 13 | % | ||||||||||||
The following table shows net sales attributable to products that accounted for 10% or more of the Company's total net sales: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Acthar (Specialty Brands) | 25 | % | — | % | 28 | % | — | % | ||||||||
Optiray™ (CMDS) | 6 | % | 13 | % | 7 | % | 13 | % | ||||||||
Segment_Data_Tables
Segment Data (Tables) | 6 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Schedule of Segment Reporting Information by Business Segment | Selected information by business segment was as follows: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, | March 28, | March 27, | March 28, | |||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net sales: | ||||||||||||||||
Specialty Brands | $ | 334.3 | $ | 55.1 | $ | 707.9 | $ | 114.7 | ||||||||
Specialty Generics | 362.8 | 269.2 | 647 | 519.1 | ||||||||||||
Global Medical Imaging | 202.6 | 222.4 | 401.9 | 441 | ||||||||||||
Net sales of operating segments (1) | 899.7 | 546.7 | 1,756.80 | 1,074.80 | ||||||||||||
Other (2) | 10.2 | 11.1 | 19.4 | 23.2 | ||||||||||||
Net sales | $ | 909.9 | $ | 557.8 | $ | 1,776.20 | $ | 1,098.00 | ||||||||
Operating income: | ||||||||||||||||
Specialty Brands | $ | 97.4 | $ | (26.1 | ) | $ | 245.6 | $ | (34.3 | ) | ||||||
Specialty Generics | 203.7 | 132 | 344.2 | 253.2 | ||||||||||||
Global Medical Imaging | 25.2 | 10.3 | 42.5 | 14.7 | ||||||||||||
Segment operating income | 326.3 | 116.2 | 632.3 | 233.6 | ||||||||||||
Unallocated amounts: | ||||||||||||||||
Corporate and allocated expenses (3) | (103.7 | ) | (72.7 | ) | (149.5 | ) | (97.9 | ) | ||||||||
Intangible asset amortization | (123.6 | ) | (15.5 | ) | (249.1 | ) | (24.3 | ) | ||||||||
Restructuring and related charges, net (4) | (3.8 | ) | (21.7 | ) | (11.1 | ) | (29.8 | ) | ||||||||
Separation costs | — | (2.6 | ) | — | (4.8 | ) | ||||||||||
Operating income | $ | 95.2 | $ | 3.7 | $ | 222.6 | $ | 76.8 | ||||||||
-1 | Amounts represent sales to external customers. | |||||||||||||||
-2 | Represents products that were sold to the Company's former parent company, which is discussed in Note 14. | |||||||||||||||
-3 | Includes administration expenses and certain compensation, environmental and other costs not charged to the Company's operating segments. | |||||||||||||||
-4 | Includes restructuring-related accelerated depreciation of $0.1 million for the three months ended March 27, 2015, and $0.2 million and $0.1 million for the six months ended March 27, 2015 and March 28, 2014, respectively. Restructuring-related accelerated depreciation was immaterial for the three months ended March 28, 2014. | |||||||||||||||
Schedule of Net Sales from External Customers by Products | Net sales by product family within the Company's segments are as follows: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 27, 2015 | March 28, 2014 | March 27, 2015 | March 28, 2014 | |||||||||||||
Acthar | $ | 228 | $ | — | $ | 494.4 | $ | — | ||||||||
Ofirmev | 68.1 | 5.3 | 139.5 | 5.3 | ||||||||||||
EXALGO® | 12 | 28.9 | 24.1 | 65.1 | ||||||||||||
Other | 26.2 | 20.9 | 49.9 | 44.3 | ||||||||||||
Specialty Brands | $ | 334.3 | $ | 55.1 | $ | 707.9 | $ | 114.7 | ||||||||
Oxycodone (API) and oxycodone-containing tablets | $ | 48.6 | $ | 36.3 | $ | 95.6 | $ | 47.9 | ||||||||
Hydrocodone (API) and hydrocodone-containing tablets | 66.6 | 19.7 | 100.6 | 49.8 | ||||||||||||
Methylphenidate ER | 34 | 43.3 | 82.6 | 99.6 | ||||||||||||
Other controlled substances | 145.4 | 134 | 257.3 | 254.2 | ||||||||||||
Other | 68.2 | 35.9 | 110.9 | 67.6 | ||||||||||||
Specialty Generics | $ | 362.8 | $ | 269.2 | $ | 647 | $ | 519.1 | ||||||||
Optiray™ | $ | 57.5 | $ | 71.3 | $ | 119 | $ | 143.4 | ||||||||
Other | 35.6 | 41.3 | 71.5 | 80.8 | ||||||||||||
Contrast Media and Delivery Systems | 93.1 | 112.6 | 190.5 | 224.2 | ||||||||||||
Nuclear Imaging | 109.5 | 109.8 | 211.4 | 216.8 | ||||||||||||
Global Medical Imaging | $ | 202.6 | $ | 222.4 | $ | 401.9 | $ | 441 | ||||||||
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Statements (Tables) | 6 Months Ended | |||||||||||||||||||
Mar. 27, 2015 | ||||||||||||||||||||
Condensed Consolidating Financial Statements [Abstract] | ||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheets | MALLINCKRODT PLC | |||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||
As of March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 2 | $ | 270 | $ | 781.5 | $ | — | $ | 1,053.50 | ||||||||||
Accounts receivable, net | — | — | 556.1 | — | 556.1 | |||||||||||||||
Inventories | — | — | 348.7 | — | 348.7 | |||||||||||||||
Deferred income taxes | — | — | 136.2 | — | 136.2 | |||||||||||||||
Prepaid expenses and other current assets | 0.9 | — | 123.6 | — | 124.5 | |||||||||||||||
Intercompany receivable | 17.2 | — | 11.7 | (28.9 | ) | — | ||||||||||||||
Total current assets | 20.1 | 270 | 1,957.80 | (28.9 | ) | 2,219.00 | ||||||||||||||
Property, plant and equipment, net | — | — | 940.9 | — | 940.9 | |||||||||||||||
Goodwill | — | — | 2,426.10 | — | 2,426.10 | |||||||||||||||
Intangible assets, net | — | — | 6,858.70 | — | 6,858.70 | |||||||||||||||
Investment in subsidiaries | 673.7 | 10,937.40 | 5,031.90 | (16,643.0 | ) | — | ||||||||||||||
Intercompany loan receivable | 4,512.30 | — | 2,269.60 | (6,781.9 | ) | — | ||||||||||||||
Other assets | — | 70.5 | 299.1 | — | 369.6 | |||||||||||||||
Total Assets | $ | 5,206.10 | $ | 11,277.90 | $ | 19,784.10 | $ | (23,453.8 | ) | $ | 12,814.30 | |||||||||
Liabilities and Shareholders' Equity | ||||||||||||||||||||
Current Liabilities: | ||||||||||||||||||||
Current maturities of long-term debt | $ | — | $ | 20 | $ | 2.4 | $ | — | $ | 22.4 | ||||||||||
Accounts payable | 4.9 | 0.2 | 136.8 | — | 141.9 | |||||||||||||||
Accrued payroll and payroll-related costs | 0.1 | — | 75 | — | 75.1 | |||||||||||||||
Accrued royalties | — | — | 28 | — | 28 | |||||||||||||||
Accrued and other current liabilities | 3.3 | 42.9 | 462.1 | — | 508.3 | |||||||||||||||
Intercompany payable | 11.7 | — | 17.2 | (28.9 | ) | — | ||||||||||||||
Total current liabilities | 20 | 63.1 | 721.5 | (28.9 | ) | 775.7 | ||||||||||||||
Long-term debt | — | 3,761.00 | 205.3 | — | 3,966.30 | |||||||||||||||
Pension and postretirement benefits | — | — | 116.6 | — | 116.6 | |||||||||||||||
Environmental liabilities | — | — | 79 | — | 79 | |||||||||||||||
Deferred income taxes | — | — | 2,297.00 | — | 2,297.00 | |||||||||||||||
Other income tax liabilities | — | — | 109.7 | — | 109.7 | |||||||||||||||
Intercompany loans payable | — | 2,421.90 | 4,360.00 | (6,781.9 | ) | — | ||||||||||||||
Other liabilities | — | — | 283.9 | — | 283.9 | |||||||||||||||
Total liabilities | 20 | 6,246.00 | 8,173.00 | (6,810.8 | ) | 7,628.20 | ||||||||||||||
Shareholders' Equity | 5,186.10 | 5,031.90 | 11,611.10 | (16,643.0 | ) | 5,186.10 | ||||||||||||||
Total Liabilities and Shareholders' Equity | $ | 5,206.10 | $ | 11,277.90 | $ | 19,784.10 | $ | (23,453.8 | ) | $ | 12,814.30 | |||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||
As of September 26, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 0.3 | $ | 18.5 | $ | 689 | $ | — | $ | 707.8 | ||||||||||
Accounts receivable, net | — | — | 545.6 | — | 545.6 | |||||||||||||||
Inventories | — | — | 396.6 | — | 396.6 | |||||||||||||||
Deferred income taxes | — | — | 165.2 | — | 165.2 | |||||||||||||||
Prepaid expenses and other current assets | 0.5 | 10.8 | 244.5 | — | 255.8 | |||||||||||||||
Intercompany receivable | 13.5 | — | 25.7 | (39.2 | ) | — | ||||||||||||||
Total current assets | 14.3 | 29.3 | 2,066.60 | (39.2 | ) | 2,071.00 | ||||||||||||||
Property, plant and equipment, net | — | — | 949.2 | — | 949.2 | |||||||||||||||
Goodwill | — | — | 2,401.90 | — | 2,401.90 | |||||||||||||||
Intangible assets, net | — | — | 7,112.20 | — | 7,112.20 | |||||||||||||||
Investment in subsidiaries | 586.8 | 10,645.70 | 4,945.10 | (16,177.6 | ) | — | ||||||||||||||
Intercompany loan receivable | 4,385.00 | — | 1,941.60 | (6,326.6 | ) | — | ||||||||||||||
Other assets | — | 76.5 | 254 | — | 330.5 | |||||||||||||||
Total Assets | $ | 4,986.10 | $ | 10,751.50 | $ | 19,670.60 | $ | (22,543.4 | ) | $ | 12,864.80 | |||||||||
Liabilities and Shareholders' Equity | ||||||||||||||||||||
Current Liabilities: | ||||||||||||||||||||
Current maturities of long-term debt | $ | — | $ | 18.2 | $ | 3 | $ | — | $ | 21.2 | ||||||||||
Accounts payable | 1.2 | 0.2 | 127.3 | — | 128.7 | |||||||||||||||
Accrued payroll and payroll-related costs | 0.1 | — | 125 | — | 125.1 | |||||||||||||||
Accrued royalties | — | — | 68 | — | 68 | |||||||||||||||
Accrued and other current liabilities | 1.1 | 50.9 | 509.8 | — | 561.8 | |||||||||||||||
Intercompany payable | 25.7 | — | 13.5 | (39.2 | ) | — | ||||||||||||||
Total current liabilities | 28.1 | 69.3 | 846.6 | (39.2 | ) | 904.8 | ||||||||||||||
Long-term debt | — | 3,770.40 | 181.1 | — | 3,951.50 | |||||||||||||||
Pension and postretirement benefits | — | — | 119.1 | — | 119.1 | |||||||||||||||
Environmental liabilities | — | — | 59.9 | — | 59.9 | |||||||||||||||
Deferred income taxes | — | — | 2,398.60 | — | 2,398.60 | |||||||||||||||
Other income tax liabilities | — | — | 122.6 | — | 122.6 | |||||||||||||||
Intercompany loans payable | — | 1,966.60 | 4,360.00 | (6,326.6 | ) | — | ||||||||||||||
Other liabilities | — | — | 350.3 | — | 350.3 | |||||||||||||||
Total liabilities | 28.1 | 5,806.30 | 8,438.20 | (6,365.8 | ) | 7,906.80 | ||||||||||||||
Shareholders' Equity | 4,958.00 | 4,945.20 | 11,232.40 | (16,177.6 | ) | 4,958.00 | ||||||||||||||
Total Liabilities and Shareholders' Equity | $ | 4,986.10 | $ | 10,751.50 | $ | 19,670.60 | $ | (22,543.4 | ) | $ | 12,864.80 | |||||||||
Schedule of Condensed Consolidating Statements of Comprehensive Income | MALLINCKRODT PLC | |||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the three months ended March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 909.9 | $ | — | $ | 909.9 | ||||||||||
Cost of sales | — | — | 421.4 | — | 421.4 | |||||||||||||||
Gross profit | — | — | 488.5 | — | 488.5 | |||||||||||||||
Selling, general and administrative expenses | 31.7 | 0.1 | 311.7 | — | 343.5 | |||||||||||||||
Research and development expenses | — | — | 47 | — | 47 | |||||||||||||||
Restructuring charges, net | 0.9 | — | 2.8 | — | 3.7 | |||||||||||||||
Gains on divestiture and license | — | — | (0.9 | ) | — | (0.9 | ) | |||||||||||||
Operating (loss) income | (32.6 | ) | (0.1 | ) | 127.9 | — | 95.2 | |||||||||||||
Interest expense | — | (49.0 | ) | (8.4 | ) | — | (57.4 | ) | ||||||||||||
Interest income | — | — | 0.4 | — | 0.4 | |||||||||||||||
Other income (expense), net | 138.9 | — | (134.8 | ) | — | 4.1 | ||||||||||||||
Intercompany interest and fees | (3.1 | ) | — | 3.1 | — | — | ||||||||||||||
Equity in net income of subsidiaries | (4.4 | ) | 44.7 | (4.4 | ) | (35.9 | ) | — | ||||||||||||
Income from continuing operations before income taxes | 98.8 | (4.4 | ) | (16.2 | ) | (35.9 | ) | 42.3 | ||||||||||||
Income tax benefit | — | — | (34.2 | ) | — | (34.2 | ) | |||||||||||||
Income from continuing operations | 98.8 | (4.4 | ) | 18 | (35.9 | ) | 76.5 | |||||||||||||
Income from discontinued operations, net of income taxes | — | — | 22.3 | — | 22.3 | |||||||||||||||
Net income | 98.8 | (4.4 | ) | 40.3 | (35.9 | ) | 98.8 | |||||||||||||
Other comprehensive loss, net of tax | (36.5 | ) | (36.5 | ) | (73.1 | ) | 109.6 | (36.5 | ) | |||||||||||
Comprehensive income | $ | 62.3 | $ | (40.9 | ) | $ | (32.8 | ) | $ | 73.7 | $ | 62.3 | ||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the three months ended March 28, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 557.8 | $ | — | $ | 557.8 | ||||||||||
Cost of sales | — | — | 295.2 | — | 295.2 | |||||||||||||||
Gross profit | — | — | 262.6 | — | 262.6 | |||||||||||||||
Selling, general and administrative expenses | 7.9 | 0.1 | 186.1 | — | 194.1 | |||||||||||||||
Research and development expenses | — | — | 41.4 | — | 41.4 | |||||||||||||||
Separation costs | 0.6 | — | 2 | — | 2.6 | |||||||||||||||
Restructuring charges, net | — | — | 21.7 | — | 21.7 | |||||||||||||||
Gains on divestiture and license | — | — | (0.9 | ) | — | (0.9 | ) | |||||||||||||
Operating (loss) income | (8.5 | ) | (0.1 | ) | 12.3 | — | 3.7 | |||||||||||||
Interest expense | — | (12.8 | ) | 0.4 | — | (12.4 | ) | |||||||||||||
Interest income | — | — | 0.5 | — | 0.5 | |||||||||||||||
Other income (expense), net | 22.3 | — | (22.7 | ) | — | (0.4 | ) | |||||||||||||
Intercompany interest and fees | (0.9 | ) | — | 0.9 | — | — | ||||||||||||||
Equity in net income of subsidiaries | (1.1 | ) | 11.7 | — | (10.6 | ) | — | |||||||||||||
Income (loss) from continuing operations before income taxes | 11.8 | (1.2 | ) | (8.6 | ) | (10.6 | ) | (8.6 | ) | |||||||||||
Income tax expense (benefit) | 0.2 | (0.1 | ) | (20.4 | ) | — | (20.3 | ) | ||||||||||||
Income (loss) from continuing operations | 11.6 | (1.1 | ) | 11.8 | (10.6 | ) | 11.7 | |||||||||||||
Loss from discontinued operations, net of income taxes | — | — | (0.1 | ) | — | (0.1 | ) | |||||||||||||
Net income (loss) | 11.6 | (1.1 | ) | 11.7 | (10.6 | ) | 11.6 | |||||||||||||
Other comprehensive loss, net of tax | (2.3 | ) | (2.3 | ) | (2.4 | ) | 4.7 | (2.3 | ) | |||||||||||
Comprehensive income (loss) | $ | 9.3 | $ | (3.4 | ) | $ | 9.3 | $ | (5.9 | ) | $ | 9.3 | ||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the six months ended March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,776.20 | $ | — | $ | 1,776.20 | ||||||||||
Cost of sales | — | — | 849 | — | 849 | |||||||||||||||
Gross profit | — | — | 927.2 | — | 927.2 | |||||||||||||||
Selling, general and administrative expenses | 62.4 | 0.2 | 543.4 | — | 606 | |||||||||||||||
Research and development expenses | — | — | 89.4 | — | 89.4 | |||||||||||||||
Restructuring charges, net | 7.7 | — | 3.2 | — | 10.9 | |||||||||||||||
Gains on divestiture and license | — | — | (1.7 | ) | — | (1.7 | ) | |||||||||||||
Operating (loss) income | (70.1 | ) | (0.2 | ) | 292.9 | — | 222.6 | |||||||||||||
Interest expense | — | (97.7 | ) | (8.5 | ) | — | (106.2 | ) | ||||||||||||
Interest income | — | — | 0.5 | — | 0.5 | |||||||||||||||
Other income (expense), net | 142.4 | — | (134.2 | ) | — | 8.2 | ||||||||||||||
Intercompany interest and fees | (5.0 | ) | — | 5 | — | — | ||||||||||||||
Equity in net income of subsidiaries | 124.2 | 222.1 | 124.2 | (470.5 | ) | — | ||||||||||||||
Income from continuing operations before income taxes | 191.5 | 124.2 | 279.9 | (470.5 | ) | 125.1 | ||||||||||||||
Income tax benefit | — | — | (43.5 | ) | — | (43.5 | ) | |||||||||||||
Income from continuing operations | 191.5 | 124.2 | 323.4 | (470.5 | ) | 168.6 | ||||||||||||||
Income from discontinued operations, net of income taxes | — | — | 22.9 | — | 22.9 | |||||||||||||||
Net income | 191.5 | 124.2 | 346.3 | (470.5 | ) | 191.5 | ||||||||||||||
Other comprehensive loss, net of tax | (57.8 | ) | (57.8 | ) | (115.8 | ) | 173.6 | (57.8 | ) | |||||||||||
Comprehensive income | $ | 133.7 | $ | 66.4 | $ | 230.5 | $ | (296.9 | ) | $ | 133.7 | |||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
For the six months ended March 28, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,098.00 | $ | — | $ | 1,098.00 | ||||||||||
Cost of sales | — | — | 579.8 | — | 579.8 | |||||||||||||||
Gross profit | — | — | 518.2 | — | 518.2 | |||||||||||||||
Selling, general and administrative expenses | 11.9 | 0.2 | 328.2 | — | 340.3 | |||||||||||||||
Research and development expenses | — | — | 80.4 | — | 80.4 | |||||||||||||||
Separation costs | 1.4 | — | 3.4 | — | 4.8 | |||||||||||||||
Restructuring charges, net | — | — | 29.7 | — | 29.7 | |||||||||||||||
Gains on divestiture and license | — | — | (13.8 | ) | — | (13.8 | ) | |||||||||||||
Operating (loss) income | (13.3 | ) | (0.2 | ) | 90.3 | — | 76.8 | |||||||||||||
Interest expense | — | (23.3 | ) | 1.1 | — | (22.2 | ) | |||||||||||||
Interest income | — | — | 0.8 | — | 0.8 | |||||||||||||||
Other income (expense), net | 23 | — | (24.0 | ) | — | (1.0 | ) | |||||||||||||
Intercompany interest and fees | (4.0 | ) | — | 4 | — | — | ||||||||||||||
Equity in net income of subsidiaries | 51.5 | 74.9 | — | (126.4 | ) | — | ||||||||||||||
Income from continuing operations before income taxes | 57.2 | 51.4 | 72.2 | (126.4 | ) | 54.4 | ||||||||||||||
Income tax benefit | — | (0.1 | ) | (3.6 | ) | — | (3.7 | ) | ||||||||||||
Income from continuing operations | 57.2 | 51.5 | 75.8 | (126.4 | ) | 58.1 | ||||||||||||||
Loss from discontinued operations, net of income taxes | — | — | (0.9 | ) | — | (0.9 | ) | |||||||||||||
Net income | 57.2 | 51.5 | 74.9 | (126.4 | ) | 57.2 | ||||||||||||||
Other comprehensive income, net of tax | (2.1 | ) | (2.1 | ) | (2.3 | ) | 4.4 | (2.1 | ) | |||||||||||
Comprehensive income | $ | 55.1 | $ | 49.4 | $ | 72.6 | $ | (122.0 | ) | $ | 55.1 | |||||||||
Schedule of Condensed Consolidating Statements of Cash Flows | MALLINCKRODT PLC | |||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
For the six months ended March 27, 2015 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Cash Flows From Operating Activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 120.7 | $ | (78.3 | ) | $ | 323.1 | $ | — | $ | 365.5 | |||||||||
Cash Flows From Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | — | (55.1 | ) | — | (55.1 | ) | |||||||||||||
Intercompany loan investment | (127.3 | ) | — | (335.6 | ) | 462.9 | — | |||||||||||||
Investment in subsidiary | — | (124.9 | ) | — | 124.9 | — | ||||||||||||||
Restricted cash | — | — | 0.4 | — | 0.4 | |||||||||||||||
Other | — | — | 1.7 | — | 1.7 | |||||||||||||||
Net cash (used in) provided by investing activities | (127.3 | ) | (124.9 | ) | (388.6 | ) | 587.8 | (53.0 | ) | |||||||||||
Cash Flows From Financing Activities: | ||||||||||||||||||||
Issuance of external debt | — | — | 80 | — | 80 | |||||||||||||||
Repayment of external debt and capital leases | — | (8.2 | ) | (55.3 | ) | — | (63.5 | ) | ||||||||||||
Debt financing costs | — | — | (0.4 | ) | — | (0.4 | ) | |||||||||||||
Excess tax benefit from share-based compensation | — | — | 20.2 | — | 20.2 | |||||||||||||||
Proceeds from exercise of share options | 20.6 | — | — | — | 20.6 | |||||||||||||||
Repurchase of shares | (12.3 | ) | — | — | — | (12.3 | ) | |||||||||||||
Intercompany loan borrowings, net | — | 462.9 | — | (462.9 | ) | — | ||||||||||||||
Capital contribution | — | — | 124.9 | (124.9 | ) | — | ||||||||||||||
Other | — | — | (4.0 | ) | — | (4.0 | ) | |||||||||||||
Net cash provided (used in) by financing activities | 8.3 | 454.7 | 165.4 | (587.8 | ) | 40.6 | ||||||||||||||
Effect of currency rate changes on cash | — | — | (7.4 | ) | — | (7.4 | ) | |||||||||||||
Net increase in cash and cash equivalents | 1.7 | 251.5 | 92.5 | — | 345.7 | |||||||||||||||
Cash and cash equivalents at beginning of period | 0.3 | 18.5 | 689 | — | 707.8 | |||||||||||||||
Cash and cash equivalents at end of period | $ | 2 | $ | 270 | $ | 781.5 | $ | — | $ | 1,053.50 | ||||||||||
MALLINCKRODT PLC | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
For the six months ended March 28, 2014 | ||||||||||||||||||||
(unaudited, in millions) | ||||||||||||||||||||
Mallinckrodt plc | Mallinckrodt International Finance S.A. | Other Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Cash Flows From Operating Activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 8.6 | $ | (17.1 | ) | $ | 149.7 | $ | — | $ | 141.2 | |||||||||
Cash Flows From Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | — | (50.7 | ) | — | (50.7 | ) | |||||||||||||
Intercompany loan investment | (21.5 | ) | 2.4 | (58.8 | ) | 77.9 | — | |||||||||||||
Investment in subsidiary | — | (1,300.0 | ) | — | 1,300.00 | — | ||||||||||||||
Acquisitions and intangibles, net of cash acquired | — | — | (1,293.2 | ) | — | (1,293.2 | ) | |||||||||||||
Restricted cash | — | — | 4.1 | — | 4.1 | |||||||||||||||
Other | — | — | 8 | — | 8 | |||||||||||||||
Net cash used in investing activities | (21.5 | ) | (1,297.6 | ) | (1,390.6 | ) | 1,377.90 | (1,331.8 | ) | |||||||||||
Cash Flows From Financing Activities: | ||||||||||||||||||||
Issuance of external debt | — | 1,296.80 | — | — | 1,296.80 | |||||||||||||||
Repayment of external debt and capital leases | — | — | (30.8 | ) | — | (30.8 | ) | |||||||||||||
Debt financing costs | — | (32.2 | ) | — | — | (32.2 | ) | |||||||||||||
Excess tax benefit from share-based compensation | — | — | 4 | — | 4 | |||||||||||||||
Proceeds from exercise of share options | 16.1 | — | — | — | 16.1 | |||||||||||||||
Repurchase of shares | (1.8 | ) | — | — | — | (1.8 | ) | |||||||||||||
Intercompany loan borrowings, net | (2.4 | ) | 80.3 | — | (77.9 | ) | — | |||||||||||||
Capital contribution | — | — | 1,300.00 | (1,300.0 | ) | — | ||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Net cash provided by financing activities | 11.9 | 1,344.90 | 1,273.20 | (1,377.9 | ) | 1,252.10 | ||||||||||||||
Effect of currency rate changes on cash | — | — | (2.1 | ) | — | (2.1 | ) | |||||||||||||
Net (decrease) increase in cash and cash equivalents | (1.0 | ) | 30.2 | 30.2 | — | 59.4 | ||||||||||||||
Cash and cash equivalents at beginning of period | 1.2 | 56.5 | 217.8 | — | 275.5 | |||||||||||||||
Cash and cash equivalents at end of period | $ | 0.2 | $ | 86.7 | $ | 248 | $ | — | $ | 334.9 | ||||||||||
License_of_Intellectual_Proper1
License of Intellectual Property (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gains on divestiture and license | $0.90 | $0.90 | $1.70 | $13.80 |
Oxymorphone ER | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Upfront cash received | 4 | |||
Contractually obligated future cash receipts | 8 | |||
Gains on divestiture and license | $11.70 |
Acquisitions_and_License_Agree2
Acquisitions and License Agreements (Narrative) (Details) (USD $) | 0 Months Ended | 6 Months Ended | 3 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Aug. 14, 2014 | Mar. 19, 2014 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Dec. 26, 2014 |
Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $5,915.30 | ||||||
Cash received per share (in usd per share) | $30 | ||||||
Mallinckrodt shares issued per Questcor share (in shares) | 0.897 | ||||||
Total Mallinckrodt shares issued with Questcor acquisition (in shares) | 57,000,000 | ||||||
Cadence Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition Costs, Period Cost | 17.6 | ||||||
Total consideration | 1,329.20 | ||||||
Cash received per share (in usd per share) | $14 | ||||||
H. P. Acthar Gel | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Number of FDA approved indications | 19 | ||||||
Synacthen | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Future milestone payments | 215 | ||||||
In-process Research and Development | Synacthen | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Discount rate used to value acquired intangible assets | 16.00% | ||||||
Licensing Agreements | Ofirmev | Cadence Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Future milestone payments | 25 | ||||||
Royalties paid | 15.1 | 5 | |||||
Receivable Securitization | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid with acquisition | 150 | ||||||
Senior Notes | 5.75% Senior Notes | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Debt issued with acquisition | 900 | ||||||
Secured Debt | New Term Loan | |||||||
Business Acquisition [Line Items] | |||||||
Interest rate | 3.50% | 3.50% | |||||
Secured Debt | New Term Loan | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Debt issued with acquisition | 700 | ||||||
Interest rate | 3.50% | ||||||
Secured Debt | Receivable Securitization | |||||||
Business Acquisition [Line Items] | |||||||
Interest rate | 0.98% | 0.98% | |||||
Secured Debt | Term Loan | |||||||
Business Acquisition [Line Items] | |||||||
Interest rate | 3.25% | 3.25% | |||||
Secured Debt | Term Loan | Cadence Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Debt issued with acquisition | 1,300 | ||||||
Interest rate | 3.50% | ||||||
Completed Technology | H. P. Acthar Gel | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Discount rate used to value acquired intangible assets | 14.50% | ||||||
Completed Technology | Ofirmev | Cadence Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Discount rate used to value acquired intangible assets | 13.00% | ||||||
Customer Relationships | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Discount rate used to value acquired intangible assets | 10.00% | ||||||
Trademarks | Questcor Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Discount rate used to value acquired intangible assets | 10.00% | ||||||
Cost of Sales | Questcor and Cadence Pharmaceuticals | |||||||
Business Acquisition [Line Items] | |||||||
Cost of sales, inventory step-up | 1.1 | 35.2 | 1.1 | 4.4 | |||
Accounts Payable | Licensing Agreements | Ofirmev | Cadence Pharmaceuticals, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Accrued milestone payments | $10 | $10 |
Acquisitions_and_License_Agree3
Acquisitions and License Agreements (Schedule of Fair Value of Identifiable Assets Acquired and Liabilities Assumed) (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 | Aug. 14, 2014 | Mar. 19, 2014 | ||
In Millions, unless otherwise specified | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||
Goodwill | $2,426.10 | $2,401.90 | ||||
Questcor Pharmaceuticals, Inc. | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||
Cash and cash equivalents | 445.1 | |||||
Inventory | 67.9 | |||||
Intangible assets | 5,601.10 | |||||
Goodwill | 1,795.70 | |||||
Other assets, current and non-current | 274.3 | [1] | ||||
Total assets acquired | 8,184.10 | |||||
Current liabilities | 169.5 | [2] | ||||
Unpaid purchase consideration (current) | 128.8 | |||||
Other liabilities (non-current) | 184.8 | [2] | ||||
Deferred tax liabilities, net (non-current) | -1,488.70 | 1,914.50 | ||||
Total liabilities assumed | 2,397.60 | |||||
Net assets acquired | 5,786.50 | |||||
Acquired accounts receivable | 87.3 | |||||
Cadence Pharmaceuticals, Inc. | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||
Cash and cash equivalents | 43.2 | |||||
Inventory | 21 | |||||
Intangible assets | 1,300 | |||||
Goodwill | 318.1 | |||||
Other assets, current and non-current | 18 | [1] | ||||
Total assets acquired | 1,700.30 | |||||
Current liabilities | 60.1 | [2] | ||||
Unpaid purchase consideration (current) | 0 | |||||
Other liabilities (non-current) | 18.7 | [2] | ||||
Deferred tax liabilities, net (non-current) | 292.3 | |||||
Total liabilities assumed | 371.1 | |||||
Net assets acquired | 1,329.20 | |||||
Acquired accounts receivable | 14.7 | |||||
Acquired debt | $30 | |||||
[1] | This amount includes $87.3 million and $14.7 million of accounts receivable for the Questcor Acquisition and the Cadence Acquisition, respectively, which is also the gross contractual value. | |||||
[2] | These amounts include $30.0 million of pre-existing Cadence debt, which the Company repaid upon completion of the Cadence Acquisition. |
Acquisitions_and_License_Agree4
Acquisitions and License Agreements (Schedule of Reconciliation of Total Consideration to Net Assets Acquired) (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 14, 2014 | Mar. 19, 2014 |
Questcor Pharmaceuticals, Inc. | ||
Business Acquisition [Line Items] | ||
Total consideration, net of cash | $5,470.20 | |
Plus: cash assumed in acquisition | 445.1 | |
Total consideration | 5,915.30 | |
Less: unpaid purchase consideration | -128.8 | |
Net assets acquired | 5,786.50 | |
Cadence Pharmaceuticals, Inc. | ||
Business Acquisition [Line Items] | ||
Total consideration, net of cash | 1,286 | |
Plus: cash assumed in acquisition | 43.2 | |
Total consideration | 1,329.20 | |
Less: unpaid purchase consideration | 0 | |
Net assets acquired | $1,329.20 |
Acquisitions_and_License_Agree5
Acquisitions and License Agreements (Schedule of Intangible Assets Acquired) (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 14, 2014 | Mar. 19, 2014 |
Questcor Pharmaceuticals, Inc. | ||
Intangible Assets Acquired as Part of Business Combination [Line Items] | ||
Intangible assets acquired | $5,601.10 | |
Questcor Pharmaceuticals, Inc. | Trademarks | ||
Intangible Assets Acquired as Part of Business Combination [Line Items] | ||
Intangible assets acquired | 5.2 | |
Intangible assets acquired, amortization period | 13 years | |
Questcor Pharmaceuticals, Inc. | Customer Relationships | ||
Intangible Assets Acquired as Part of Business Combination [Line Items] | ||
Intangible assets acquired | 34.3 | |
Intangible assets acquired, amortization period | 12 years | |
H. P. Acthar Gel | Questcor Pharmaceuticals, Inc. | Completed Technology | ||
Intangible Assets Acquired as Part of Business Combination [Line Items] | ||
Intangible assets acquired | 5,343.30 | |
Intangible assets acquired, amortization period | 18 years | |
Ofirmev | Cadence Pharmaceuticals, Inc. | Completed Technology | ||
Intangible Assets Acquired as Part of Business Combination [Line Items] | ||
Intangible assets acquired | 1,300 | |
Intangible assets acquired, amortization period | 8 years | |
In-process Research and Development | Synacthen | Questcor Pharmaceuticals, Inc. | ||
Intangible Assets Acquired as Part of Business Combination [Line Items] | ||
Intangible assets acquired, non-amortizable | $218.30 |
Acquisitions_and_License_Agree6
Acquisitions and License Agreements (Schedule of Net Sales and Earnings by Acquiree) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Business Acquisition [Line Items] | ||||
Net sales | $909.90 | $557.80 | $1,776.20 | $1,098 |
Operating income | 95.2 | 3.7 | 222.6 | 76.8 |
Questcor Pharmaceuticals, Inc. | ||||
Business Acquisition [Line Items] | ||||
Net sales | 259.5 | 0 | 547.3 | 0 |
Operating income | 7.3 | 0 | 88.5 | 0 |
Cadence Pharmaceuticals, Inc. | ||||
Business Acquisition [Line Items] | ||||
Net sales | 68.1 | 5.3 | 139.5 | 5.3 |
Operating income | -32.3 | -9 | -41.6 | -9 |
Questcor and Cadence Pharmaceuticals | ||||
Business Acquisition [Line Items] | ||||
Net sales | 327.6 | 5.3 | 686.8 | 5.3 |
Operating income | ($25) | ($9) | $46.90 | ($9) |
Acquisitions_and_License_Agree7
Acquisitions and License Agreements (Schedule of Intangible Asset Amortization by Acquiree) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Business Acquisition [Line Items] | ||||
Intangible asset amortization | $123.60 | $15.50 | $249.10 | $24.30 |
Questcor Pharmaceuticals, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible asset amortization | 75.4 | 0 | 150.8 | 0 |
Cadence Pharmaceuticals, Inc. | ||||
Business Acquisition [Line Items] | ||||
Intangible asset amortization | 40.7 | 4.8 | 81.3 | 4.8 |
Questcor and Cadence Pharmaceuticals | ||||
Business Acquisition [Line Items] | ||||
Intangible asset amortization | $116.10 | $4.80 | $232.10 | $4.80 |
Acquisitions_and_License_Agree8
Acquisitions and License Agreements (Schedule of Unaudited Pro Forma Information) (Details) (Questcor and Cadence Pharmaceuticals, USD $) | 3 Months Ended | 6 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Mar. 28, 2014 | Mar. 28, 2014 |
Questcor and Cadence Pharmaceuticals | ||
Business Acquisition, Pro Forma Information [Line Items] | ||
Net sales, pro forma | $815.30 | $1,633.70 |
Net (loss) income, pro forma | $10.20 | $70.50 |
Basic (loss) earnings per share, pro forma (in usd per share) | $0.09 | $0.62 |
Diluted (loss) earnings per share, pro forma (in usd per share) | $0.09 | $0.61 |
Restructuring_and_Related_Char2
Restructuring and Related Charges (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 |
Restructuring Cost and Reserve [Line Items] | ||||
Non-cash facility closure charge | $2.60 | $0 | $2.60 | |
2013 Mallinckrodt program | Minimum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
2013 Mallinckrodt program expected cost range | 100 | |||
2013 Mallinckrodt program | Maximum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
2013 Mallinckrodt program expected cost range | 125 | |||
Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated share-based compensation expense | $7.70 | $0.90 |
Restructuring_and_Related_Char3
Restructuring and Related Charges (Schedule of Restructuring and Related Charges by Segment) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | $3.80 | $21.70 | $11.10 | $29.80 |
Less: accelerated depreciation | -0.1 | 0 | -0.2 | -0.1 |
Restructuring charges, net | 3.7 | 21.7 | 10.9 | 29.7 |
Specialty Brands | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | 0.9 | 2.1 | 15.1 | 2.1 |
Specialty Generics | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | 2.7 | 0.6 | 2.7 | 0.6 |
Global Medical Imaging | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | 0.2 | 18.5 | -7.1 | 26.6 |
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | $0 | $0.50 | $0.40 | $0.50 |
Restructuring_and_Related_Char4
Restructuring and Related Charges (Schedule of Net Restructuring and Related Charges) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | $3.80 | $21.70 | $11.10 | $29.80 |
Less: non-cash charges, including accelerated share-based compensation expense | -1 | -2.6 | -7.9 | -2.7 |
Total charges expected to be settled in cash | 2.8 | 19.1 | 3.2 | 27.1 |
2013 Mallinckrodt program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | 2.9 | 22.6 | -2 | 30.9 |
Acquisitions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | 0.9 | -0.4 | 13.1 | -0.4 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related charges, net | $0 | ($0.50) | $0 | ($0.70) |
Restructuring_and_Related_Char5
Restructuring and Related Charges (Schedule of Restructuring Reserves by Type of Cost) (Details) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Mar. 27, 2015 |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $34.90 |
Charges | 12.1 |
Changes in estimate | -8.9 |
Cash payments | -26.1 |
Restructuring Reserve, Adjustment Description | -1.3 |
Currency translation | -0.7 |
Ending Balance | 10 |
2013 Mallinckrodt program | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 26.6 |
Charges | 5.8 |
Changes in estimate | -7.9 |
Cash payments | -14.7 |
Restructuring Reserve, Adjustment Description | -1.3 |
Currency translation | -0.7 |
Ending Balance | 7.8 |
Acquisitions | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 7.9 |
Charges | 6.3 |
Changes in estimate | -1 |
Cash payments | -11.3 |
Restructuring Reserve, Adjustment Description | 0 |
Currency translation | 0 |
Ending Balance | 1.9 |
Other | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0.4 |
Charges | 0 |
Changes in estimate | 0 |
Cash payments | -0.1 |
Restructuring Reserve, Adjustment Description | 0 |
Currency translation | 0 |
Ending Balance | $0.30 |
Restructuring_and_Related_Char6
Restructuring and Related Charges (Schedule of Restructuring Charges Incurred Cumulative to Date) (Details) (2013 Mallinckrodt program, USD $) | 30 Months Ended |
In Millions, unless otherwise specified | Mar. 27, 2015 |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs incurred cumulative to date | $87.30 |
Specialty Brands | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs incurred cumulative to date | 3.1 |
Specialty Generics | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs incurred cumulative to date | 14.1 |
Global Medical Imaging | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs incurred cumulative to date | 64.4 |
Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs incurred cumulative to date | $5.70 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | Sep. 26, 2014 | Aug. 14, 2014 |
Income Taxes [Line Items] | ||||||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 212.00% | |||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Percent | 66.00% | 10.00% | ||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 36.00% | 14.00% | ||||
Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent | 3.00% | |||||
Income tax benefit | ($34.20) | ($20.30) | ($43.50) | ($3.70) | ||
Income (loss) from continuing operations before income taxes | 42.3 | -8.6 | 125.1 | 54.4 | ||
Effective tax rate | -80.90% | 236.00% | -34.80% | -6.80% | ||
Increase (Decrease) in Income Taxes | 13.9 | |||||
Increase (Decrease) in Effective Tax Rate | -316.00% | 28.00% | ||||
Discontinued Operation, Tax Effect of Discontinued Operation | 22.5 | |||||
Deferred Tax Assets, Valuation Allowance | 8.2 | 8.2 | ||||
Unrecognized tax benefits | 77.4 | 77.4 | 82 | |||
Unrecognized tax benefits, net increase | 4.6 | |||||
Unrecognized tax benefits, additions related to prior period tax positions | 2.7 | |||||
Unrecognized tax benefits, additions related to current year tax positions | 3.4 | |||||
Unrecognized tax benefits, decrease related to settlements | 4 | |||||
Unrecognized tax benefits, lapse of statute of limitations | 1.3 | |||||
Unrecognized tax benefits, which if favorably settled would benefit the effective tax rate | 77.4 | 77.4 | ||||
Interest accrued on unrecognized tax benefits | 42 | 42 | 45.1 | |||
Unrecognized tax benefits that would impact effective tax rate, upper bound of change | 15 | 15 | ||||
Income tax penalties and interest accrued that would impact effective tax rate, upper bound of change | 11.3 | 11.3 | ||||
Increase (Decrease) in Income Taxes Payable | 5 | |||||
Tax Adjustments, Settlements, and Unusual Provisions | 3 | |||||
Questcor Pharmaceuticals, Inc. | ||||||
Income Taxes [Line Items] | ||||||
Increase in deferred tax liability, net due to installment sale note receivable | 1,515.90 | 1,515.90 | ||||
Increase in deferred tax charge, due to installment sale | 25.3 | |||||
Increase in prepaid taxes, due to installment sale | 1.9 | |||||
Acquired deferred tax liabilities, net | ($1,488.70) | ($1,488.70) | $1,914.50 |
Earnings_Loss_per_Share_Detail
Earnings (Loss) per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Earnings (Loss) per Share [Abstract] | ||||
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities | $76.50 | $11.70 | $168.60 | $58.10 |
Less: earnings allocated to participating securities | 0.7 | 0 | 1.7 | 0 |
Income from continuing operations attributable to common shareholders, after earnings allocated to participating securities | 75.8 | 11.7 | 166.9 | 58.1 |
Income (loss) from discontinued operations, net of income taxes | 22.3 | -0.1 | 22.9 | -0.9 |
Less: earnings from discontinued operations allocated to participating securities | 0.2 | 0 | 0.2 | 0 |
Income (loss) from discontinued operations attributable to common shareholders, after allocation of earnings to participating securities | 22.1 | -0.1 | 22.7 | -0.9 |
Net income attributable to common shareholders, after allocation of earnings to participating securities | $97.90 | $11.60 | $189.60 | $57.20 |
Weighted-average shares outstanding - basic (in shares) | 115.6 | 58.2 | 115.2 | 58 |
Impact of dilutive securities (in shares) | 1.6 | 0.9 | 1.6 | 0.7 |
Weighted-average shares outstanding - diluted (in shares) | 117.2 | 59.1 | 116.8 | 58.7 |
Income from continuing operations (in usd per share) | $0.66 | $0.20 | $1.45 | $1 |
Loss from discontinued operations (in usd per share) | $0.19 | $0 | $0.20 | ($0.02) |
Net income (in usd per share) | $0.85 | $0.20 | $1.65 | $0.99 |
Income from continuing operations (in usd per share) | $0.65 | $0.20 | $1.43 | $0.99 |
Loss from discontinued operations (in usd per share) | $0.19 | $0 | $0.19 | ($0.02) |
Net income attributable to common shareholders (in usd per share) | $0.84 | $0.20 | $1.62 | $0.97 |
Anti-dilutive equity awards excluded from calculation | 0 | 0 | 0 | 0 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Inventory, Net [Abstract] | ||
Raw materials and supplies | $77 | $73.60 |
Work in process | 178.4 | 212.1 |
Finished goods | 93.3 | 110.9 |
Inventories | $348.70 | $396.60 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Property, plant and equipment, gross | $1,900 | $1,888.40 |
Less: accumulated depreciation | -959.1 | -939.2 |
Property, plant and equipment, net | $940.90 | $949.20 |
Property_Plant_and_Equipment_N
Property, Plant and Equipment (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $27 | $26.10 | $52.10 | $52.40 |
Demonstration Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $0.50 | $0.90 | $0.90 | $2 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Schedule Of Goodwill) (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $2,645.80 | $2,621.60 |
Accumulated Impairment | -219.7 | -219.7 |
Specialty Brands | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 2,219.10 | 2,194.90 |
Accumulated Impairment | 0 | 0 |
Specialty Generics | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 207 | 207 |
Accumulated Impairment | 0 | 0 |
Global Medical Imaging | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 219.7 | 219.7 |
Accumulated Impairment | ($219.70) | ($219.70) |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, gross | $7,274.20 | $7,278.70 |
Accumulated amortization | 685.7 | 436.7 |
Indefinitie-lived intangible assets, gross | 270.2 | 270.2 |
Trademarks | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Indefinitie-lived intangible assets, gross | 35 | 35 |
In-process Research and Development | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Indefinitie-lived intangible assets, gross | 235.2 | 235.2 |
Completed Technology | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, gross | 7,040.10 | 7,040.10 |
Accumulated amortization | 578.4 | 339.7 |
Licenses | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, gross | 185.1 | 185.1 |
Accumulated amortization | 93.6 | 87.3 |
Customer Relationships | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, gross | 29.9 | 33.8 |
Accumulated amortization | 2.6 | 0.6 |
Trademarks | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, gross | 12.4 | 13 |
Accumulated amortization | 4.4 | 4.1 |
Other | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, gross | 6.7 | 6.7 |
Accumulated amortization | $6.70 | $5 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Goodwill and Intangible Assets [Abstract] | ||||
Intangible asset amortization | $123.60 | $15.50 | $249.10 | $24.30 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets (Schedule of Future Amortization Expense, Intangible Assets) (Details) (USD $) | Mar. 27, 2015 |
In Millions, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of fiscal 2015 | $247.40 |
Fiscal 2016 | 494.2 |
Fiscal 2017 | 492.3 |
Fiscal 2018 | 483.3 |
Fiscal 2019 | $483 |
Debt_Schedule_of_Longterm_Debt
Debt (Schedule of Long-term Debt including Capital Lease Obligation) (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Current maturities of long-term debt: | ||
Capital Lease Obligations, Current | $0.90 | $1.40 |
Total current debt | 22.4 | 21.2 |
Long-term debt: | ||
Variable Rate Receivable Securitization | 180 | 150 |
Capital lease obligation | 0 | 0.4 |
Long-term debt | 3,966.30 | 3,951.50 |
Total debt | 3,988.70 | 3,972.70 |
Secured Debt | 2.85% Term Loan | ||
Current maturities of long-term debt: | ||
Long term debt, current maturities | 0.4 | 0.4 |
Long-term debt: | ||
Long term debt, excluding current maturities | 2.2 | 2.7 |
Secured Debt | Term Loan and New Term Loan | ||
Current maturities of long-term debt: | ||
Long term debt, current maturities | 20 | 18.2 |
Long-term debt: | ||
Long term debt, excluding current maturities | 1,962.70 | 1,972.10 |
Secured Debt | 4.00% Term Loan | ||
Current maturities of long-term debt: | ||
Long term debt, current maturities | 1.1 | 1.2 |
Long-term debt: | ||
Long term debt, excluding current maturities | 7.9 | 9.6 |
Senior Notes | 3.50% Senior Notes | ||
Long-term debt: | ||
Long term debt, excluding current maturities | 300 | 300 |
Senior Notes | 5.75% Senior Notes | ||
Long-term debt: | ||
Long term debt, excluding current maturities | 900 | 900 |
Senior Notes | 4.75% Senior Notes | ||
Long-term debt: | ||
Long term debt, excluding current maturities | 598.4 | 598.3 |
Debentures | 9.50% Debenture | ||
Long-term debt: | ||
Long term debt, excluding current maturities | 10.4 | 10.4 |
Debentures | 8.00% Debenture | ||
Long-term debt: | ||
Long term debt, excluding current maturities | $4.70 | $8 |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 0 Months Ended | ||||||
Mar. 19, 2014 | Jul. 28, 2014 | Apr. 30, 2013 | Aug. 13, 2014 | Mar. 27, 2015 | Jan. 20, 2015 | Aug. 14, 2014 | |
Senior Notes | 3.50% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $300,000,000 | ||||||
Stated interest rate | 3.50% | ||||||
Senior Notes | 4.75% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 600,000,000 | ||||||
Stated interest rate | 4.75% | ||||||
Senior Notes | 5.75% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 900,000,000 | ||||||
Stated interest rate | 5.75% | ||||||
Secured Debt | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 1,300,000,000 | ||||||
Frequency of interest payments | 90 days | ||||||
Quarterly principal amortization payments | 0.25% | ||||||
Interest rate | 3.25% | ||||||
Borrowings outstanding, term loans | 1,300,000,000 | ||||||
Secured Debt | Receivable Securitization | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 160,000,000 | 250,000,000 | |||||
Borrowings outstanding, credit facilities | 180,000,000 | ||||||
Interest rate | 0.98% | ||||||
Future contingent maximum borrowing capacity | 300,000,000 | ||||||
Variable interest rate margin | 0.80% | ||||||
Secured Debt | New Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 700,000,000 | ||||||
Quarterly principal amortization payments | 0.25% | ||||||
Interest rate | 3.50% | ||||||
Borrowings outstanding, term loans | 698,300,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 250,000,000 | ||||||
Borrowings outstanding, credit facilities | 0 | ||||||
Interest rate | 2.70% | ||||||
LIBOR | Secured Debt | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Minimum LIBOR | 0.75% | ||||||
Letter of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 150,000,000 | ||||||
Borrowings outstanding, credit facilities | $0 |
Retirement_Plans_Schedule_of_N
Retirement Plans (Schedule of Net Periodic Benefit Cost) (Details) (Pension Benefits, USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $1.20 | $1.20 | $2.40 | $2.50 |
Interest cost | 4.4 | 5 | 8.9 | 9.9 |
Expected return on plan assets | -5.7 | -6.1 | -11.5 | -12.2 |
Amortization of net actuarial loss | 2.4 | 2.1 | 4.7 | 4.2 |
Amortization of prior service (credit) cost | -0.2 | -0.2 | -0.4 | -0.3 |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements | 1.2 | 0.3 | 1.2 | 0.3 |
Net periodic benefit cost | $3.30 | $2.30 | $5.30 | $4.40 |
Retirement_Plans_Narrative_Det
Retirement Plans (Narrative) (Details) (Postretirement Benefits, USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Postretirement Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic benefit credit | $0.50 | $1.80 | $1 | $3.60 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Schedule of Accumulated Other Comprehensive Income) (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | $65.70 | $108.50 |
Other comprehensive (loss) income before reclassifications | -60.2 | -2 |
Amounts reclassified from accumulated other comprehensive income | 2.4 | -0.1 |
Net current period other comprehensive (loss) income | -57.8 | -2.1 |
Ending balance | 7.9 | 106.4 |
Accumulated Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | 131 | 158.6 |
Other comprehensive (loss) income before reclassifications | -58.9 | -2 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current period other comprehensive (loss) income | -58.9 | -2 |
Ending balance | 72.1 | 156.6 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | -6.8 | -7.3 |
Other comprehensive (loss) income before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income | 0.2 | 0.2 |
Net current period other comprehensive (loss) income | 0.2 | 0.2 |
Ending balance | -6.6 | -7.1 |
Accumulated Defined Benefit Plans Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | -58.5 | -42.8 |
Other comprehensive (loss) income before reclassifications | -1.3 | 0 |
Amounts reclassified from accumulated other comprehensive income | 2.2 | -0.3 |
Net current period other comprehensive (loss) income | 0.9 | -0.3 |
Ending balance | ($57.60) | ($43.10) |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Income (Schedule of Reclassifications out of Accumulated Other Comprehensive Income) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Total reclassifications for the period | $2.40 | ($0.10) | ||||
Other Comprehensive Income (Loss), Net of Tax | -57.8 | -2.1 | ||||
Reclassification out of Accumulated Other Comprehensive Income | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Amortization of unrealized gain on derivatives, tax | -0.1 | 0 | -0.1 | -0.1 | ||
Amortization of unrealized gain on derivatives, net of tax | 0.1 | 0.1 | 0.2 | 0.2 | ||
Amortization of pension and post-retirement plans, net actuarial loss | 2.4 | [1] | 2.1 | 4.7 | [1] | 4.2 |
Amortization of pension and post-retirement plans, prior service cost | -1.2 | [1] | -2.4 | -2.3 | [1] | -4.9 |
Amortization of pension and post-retirement plans, plan settlements | 1.2 | 0.3 | 1.2 | 0.3 | ||
Amortization of pension and post-retirement plans, before tax | 2.4 | 0 | 3.6 | -0.4 | ||
Amortization of pension and post-retirement plans, tax | -0.9 | 0 | -1.4 | 0.1 | ||
Amortization of pension and post-retirement plans, net of tax | 1.5 | 0 | 2.2 | -0.3 | ||
Total reclassifications for the period | 1.6 | 0.1 | 2.4 | -0.1 | ||
Reclassification out of Accumulated Other Comprehensive Income | Interest Expense | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Amortization of unrealized gain on derivatives, before tax | $0.20 | $0.10 | $0.30 | $0.30 | ||
[1] | These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See Note 12 for additional details. |
Transactions_with_Former_Paren1
Transactions with Former Parent Company (Details) (Covidien, USD $) | 3 Months Ended | 6 Months Ended | |||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | Sep. 26, 2014 |
Net sales | |||||
Related Party Transaction [Line Items] | |||||
Inventory sold | $10.20 | $11.10 | $19.40 | $23.20 | |
Cost of Sales | |||||
Related Party Transaction [Line Items] | |||||
Inventory purchases | 4.3 | 9.3 | 8.8 | 19.3 | |
Prepaid expenses and other current assets | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 10.9 | 10.9 | 82.2 | ||
Accrued and other liabilities | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $5.40 | $5.40 | $84.50 |
Guarantees_Details
Guarantees (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 27, 2015 | Sep. 26, 2014 |
Others | ||
Guarantor Obligations [Line Items] | ||
Maximum future payments | $38.40 | |
Maryland Heights, Missouri | Surety Bond | ||
Guarantor Obligations [Line Items] | ||
Maximum future payments | 57.2 | |
Saint Louis, Missouri | Letter of Credit | ||
Guarantor Obligations [Line Items] | ||
Maximum future payments | 21.1 | |
Mallinckrodt Baker | Indemnification Agreement | ||
Guarantor Obligations [Line Items] | ||
Guarantor obligations, obligation term | 17 years | |
Maximum future payments | 71 | |
Escrow | 30 | |
Mallinckrodt Baker | Indemnification Agreement | Other Liabilities | ||
Guarantor Obligations [Line Items] | ||
Guarantors obligation | 15.9 | 16.6 |
Mallinckrodt Baker | Indemnification Agreement | Other Assets | ||
Guarantor Obligations [Line Items] | ||
Escrow | 19 | 19.4 |
Mallinckrodt Baker | Environmental, Health and Safety Matters | Indemnification Agreement | Other Liabilities | ||
Guarantor Obligations [Line Items] | ||
Guarantors obligation | $13.10 | $13.90 |
Commitments_and_Contingencies_
Commitments and Contingencies (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 0 Months Ended | |||
Mar. 27, 2015 | Mar. 27, 2015 | Aug. 31, 2012 | Sep. 26, 2012 | Apr. 01, 2014 | Mar. 28, 2014 | Aug. 31, 2013 | |
principal | action | Case | |||||
Loss Contingencies [Line Items] | |||||||
Environmental liabilities | $82,400,000 | $82,400,000 | |||||
Deferred tax liabilities related to installment sales | 1,551,000,000 | 1,551,000,000 | |||||
Section 453(a) interest | 11,400,000 | 14,200,000 | |||||
Environmental Remediation | |||||||
Loss Contingencies [Line Items] | |||||||
Remedial cost range, minimum | 45,800,000 | 45,800,000 | |||||
Remedial cost range, maximum | 118,700,000 | 118,700,000 | |||||
Lower Passaic River, New Jersey | |||||||
Loss Contingencies [Line Items] | |||||||
Number of defendants | 60 | ||||||
Remedial cost range, minimum | 483,400,000 | 483,400,000 | 365,000,000 | ||||
Remedial cost range, maximum | 2,700,000,000 | 2,700,000,000 | 3,200,000,000 | ||||
Environmental liabilities | 13,300,000 | 13,300,000 | 23,100,000 | ||||
Remedial cost, estimate | 1,700,000,000 | ||||||
Asbestos Matters | |||||||
Loss Contingencies [Line Items] | |||||||
Pending claims | 12,000 | 12,000 | |||||
Estimation of liability, historical term | 5 years | ||||||
Estimation of liability, expected future term of claims | 7 years | ||||||
Accrued and other current liabilities | |||||||
Loss Contingencies [Line Items] | |||||||
Environmental liabilities, current | 3,400,000 | 3,400,000 | |||||
'222 and '218 Patent Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Settled Offirmev patent claims | 4 | ||||||
Glenridge Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Number of defendants | 3 | ||||||
Pending claims | 1 | ||||||
Questcor Securities Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Subsequent actions consolidated into lawsuit | 4 | ||||||
Loss Contingency Accrual | 38,000,000 | 38,000,000 | |||||
Legal Matters and Contingencies [Text Block] | 38 | ||||||
Questcor Shareholder Derivative Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Subsequent actions consolidated into lawsuit | 5 | ||||||
Period Of Stay, Option 1 | 60 days | ||||||
Period Of Stay, Option 2 | 60 days | ||||||
David Taban, et al. v. Questcor Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Period Of Stay, Option 1 | 60 days | ||||||
Period Of Stay, Option 2 | 60 days | ||||||
Tax Matters Agreement | Covidien | |||||||
Loss Contingencies [Line Items] | |||||||
Tax agreement, tax threshold | 200,000,000 | 200,000,000 | |||||
Industrial Revenue Bonds | |||||||
Loss Contingencies [Line Items] | |||||||
Plant assets exchanged for IRBs | 27,400,000 | ||||||
United States | |||||||
Loss Contingencies [Line Items] | |||||||
Ofirmev patents | 2 | ||||||
Indemnification Agreement | Tax Obligations [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Indemnification | $22,500,000 | $22,500,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Schedule of Changes in Asset Retirement Obligations) (Details) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Mar. 27, 2015 |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Beginning balance | $40.80 |
Accretion expense | 0.9 |
Currency translation | -3.7 |
Ending balance | $38 |
Financial_Instruments_and_Fair2
Financial Instruments and Fair Value Measurements (Narrative) (Details) | 6 Months Ended | 6 Months Ended | 3 Months Ended | |||||||||||||||||||||
In Millions, unless otherwise specified | Mar. 27, 2015 | Oct. 01, 2012 | Aug. 14, 2014 | Mar. 27, 2015 | Mar. 27, 2015 | Mar. 27, 2015 | Mar. 27, 2015 | Apr. 30, 2013 | Mar. 27, 2015 | Apr. 30, 2013 | Mar. 27, 2015 | Aug. 13, 2014 | Mar. 27, 2015 | Mar. 27, 2015 | Sep. 26, 2014 | Mar. 27, 2015 | Sep. 26, 2014 | Mar. 27, 2015 | Mar. 27, 2015 | Mar. 27, 2015 | Mar. 27, 2015 | Mar. 27, 2015 | Mar. 27, 2015 | Mar. 27, 2015 |
CNS Therapeutics, Inc. | CNS Therapeutics, Inc. | Questcor Pharmaceuticals, Inc. | Secured Debt | Secured Debt | Debentures | Debentures | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Other Assets | Other Assets | Other Assets | Other Assets | Recurring | Recurring | Synacthen | Synacthen | Synacthen | Synacthen | BioVectra, Inc. | |
USD ($) | USD ($) | 2.85% Term Loan | 4.00% Term Loan | 8.00% Debenture | 9.50% Debenture | 3.50% Senior Notes | 3.50% Senior Notes | 4.75% Senior Notes | 4.75% Senior Notes | 5.75% Senior Notes | 5.75% Senior Notes | Level 1 | Level 1 | Level 3 | Level 3 | Level 3 | Level 3 | Questcor Pharmaceuticals, Inc. | Fiscal 2015 and 2016 | Fiscal 2015 and 2016 | Subsequent to Fiscal 2016 | Questcor Pharmaceuticals, Inc. | ||
Level 3 | Level 3 | Level 2 | Level 2 | Level 1 | Level 1 | Level 1 | USD ($) | USD ($) | USD ($) | USD ($) | CNS Therapeutics, Inc. | Questcor Pharmaceuticals, Inc. | USD ($) | Questcor Pharmaceuticals, Inc. | Prepaid expenses and other current assets | Questcor Pharmaceuticals, Inc. | CAD | |||||||
USD ($) | USD ($) | USD ($) | Questcor Pharmaceuticals, Inc. | USD ($) | ||||||||||||||||||||
USD ($) | ||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||
Fair value of contingent consideration | $6.90 | $7.10 | ||||||||||||||||||||||
Maximum contingent payments for acquisition | 9 | |||||||||||||||||||||||
Discount rate | 1.00% | 4.70% | 1.30% | |||||||||||||||||||||
Fair value of contingent liability | 195.4 | 191.1 | 45 | |||||||||||||||||||||
Payments | 5 | |||||||||||||||||||||||
Milestone payments | 25 | 25 | 25 | |||||||||||||||||||||
Milestone payment, upon FDA approval | 25 | |||||||||||||||||||||||
Milestone payments, maximum amount | 215 | |||||||||||||||||||||||
Restricted cash | 69.4 | 69.8 | ||||||||||||||||||||||
Cash surrender value of life insurance | 67.4 | 69 | ||||||||||||||||||||||
Stated interest rate | 2.85% | 4.00% | 8.00% | 9.50% | 3.50% | 3.50% | 4.75% | 4.75% | 5.75% | 5.75% | ||||||||||||||
Business Combination, Contingent Consideration, Potential Payment | 40 |
Financial_Instruments_and_Fair3
Financial Instruments and Fair Value Measurements (Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis) (Details) (Recurring, USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Assets: | ||
Debt and equity securities held in rabbi trusts | $36.80 | $35.70 |
Foreign exchange forward and option contracts | 0.3 | |
Total assets at fair value | 37.1 | 35.7 |
Liabilities: | ||
Deferred compensation liabilities | 19.1 | 15 |
Contingent consideration and acquired contingent liabilities | 198.2 | 202.8 |
Foreign exchange forward and option contracts | 5.4 | 0.2 |
Total liabilities at fair value | 222.7 | 218 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Debt and equity securities held in rabbi trusts | 25 | 22.9 |
Foreign exchange forward and option contracts | 0.3 | |
Total assets at fair value | 25.3 | 22.9 |
Liabilities: | ||
Deferred compensation liabilities | 0 | 0 |
Contingent consideration and acquired contingent liabilities | 0 | 0 |
Foreign exchange forward and option contracts | 5.4 | 0.2 |
Total liabilities at fair value | 5.4 | 0.2 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Debt and equity securities held in rabbi trusts | 11.8 | 12.8 |
Foreign exchange forward and option contracts | 0 | |
Total assets at fair value | 11.8 | 12.8 |
Liabilities: | ||
Deferred compensation liabilities | 19.1 | 15 |
Contingent consideration and acquired contingent liabilities | 0 | 0 |
Foreign exchange forward and option contracts | 0 | 0 |
Total liabilities at fair value | 19.1 | 15 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Debt and equity securities held in rabbi trusts | 0 | 0 |
Foreign exchange forward and option contracts | 0 | |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Deferred compensation liabilities | 0 | 0 |
Contingent consideration and acquired contingent liabilities | 198.2 | 202.8 |
Foreign exchange forward and option contracts | 0 | 0 |
Total liabilities at fair value | $198.20 | $202.80 |
Financial_Instruments_and_Fair4
Financial Instruments and Fair Value Measurements (Schedule of Reconciliation of Changes in Fair Value of Contingent Liabilities) (Details) (Level 3, Recurring, Contingent Liabilities, USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Mar. 27, 2015 |
Level 3 | Recurring | Contingent Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $202.80 |
Payments | -4 |
Accretion expense | 4.1 |
Effect of currency rate change | -4.7 |
Ending balance | $198.20 |
Financial_Instruments_and_Fair5
Financial Instruments and Fair Value Measurements (Schedule of Carrying Amount and Fair Value of Long-term Debt) (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 |
In Millions, unless otherwise specified | ||
Carrying Value | Secured Debt | Receivable Securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $180 | $150 |
Carrying Value | Secured Debt | 2.85% Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 2.6 | 3.1 |
Carrying Value | Secured Debt | Term Loan and New Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 1,982.70 | 1,990.30 |
Carrying Value | Secured Debt | 4.00% Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 9 | 10.8 |
Carrying Value | Senior Notes | 3.50% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 300 | 300 |
Carrying Value | Senior Notes | 5.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 900 | 900 |
Carrying Value | Senior Notes | 4.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 598.4 | 598.3 |
Carrying Value | Debentures | 9.50% Debenture | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 10.4 | 10.4 |
Carrying Value | Debentures | 8.00% Debenture | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 4.7 | 8 |
Fair Value | Secured Debt | Receivable Securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 180 | 150 |
Fair Value | Secured Debt | 2.85% Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 2.6 | 3.1 |
Fair Value | Secured Debt | Term Loan and New Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 1,985.20 | 1,970.40 |
Fair Value | Secured Debt | 4.00% Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 9 | 10.8 |
Fair Value | Senior Notes | 3.50% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 296.2 | 290.2 |
Fair Value | Senior Notes | 5.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 927.3 | 907.3 |
Fair Value | Senior Notes | 4.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 572.3 | 563.8 |
Fair Value | Debentures | 9.50% Debenture | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | 13.2 | 14.2 |
Fair Value | Debentures | 8.00% Debenture | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $5.50 | $10.20 |
Financial_Instruments_and_Fair6
Financial Instruments and Fair Value Measurements (Schedules of Concentration of Risk) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | Sep. 26, 2014 | |
Distributor Concentration Risk | Net Sales Attributable to Distributors | CuraScript, Inc | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 25.00% | 0.00% | 28.00% | 0.00% | |
Distributor Concentration Risk | Net Sales Attributable to Distributors | McKesson Corporation | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 19.00% | 15.00% | 17.00% | 15.00% | |
Distributor Concentration Risk | Net Sales Attributable to Distributors | Cardinal Health, Inc. | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 14.00% | 15.00% | 14.00% | 18.00% | |
Distributor Concentration Risk | Net Sales Attributable to Distributors | CuraScript, Inc. | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 8.00% | 10.00% | 8.00% | 11.00% | |
Distributor Concentration Risk | Accounts Receivable Attributable to Distributors | CuraScript, Inc | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 13.00% | |||
Distributor Concentration Risk | Accounts Receivable Attributable to Distributors | McKesson Corporation | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 32.00% | 24.00% | |||
Distributor Concentration Risk | Accounts Receivable Attributable to Distributors | Cardinal Health, Inc. | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 18.00% | 17.00% | |||
Distributor Concentration Risk | Accounts Receivable Attributable to Distributors | CuraScript, Inc. | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 13.00% | |||
Product Concentration Risk | Net Sales Attributable to Products | Acthar (Specialty Brands) | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 25.00% | 0.00% | 28.00% | 0.00% | |
Product Concentration Risk | Net Sales Attributable to Products | Optiray (CMDS) | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 6.00% | 13.00% | 7.00% | 13.00% |
Segment_Data_Schedule_of_Segme
Segment Data (Schedule of Segment Reporting Information by Business Segment) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | ||||
Net sales | $909.90 | $557.80 | $1,776.20 | $1,098 | ||||
Operating income | 95.2 | 3.7 | 222.6 | 76.8 | ||||
Intangible asset amortization | -123.6 | -15.5 | -249.1 | -24.3 | ||||
Restructuring and related charges, net | -3.8 | -21.7 | -11.1 | -29.8 | ||||
Separation costs | 0 | 2.6 | 0 | 4.8 | ||||
Restructuring related accelerated depreciation | -0.1 | 0 | -0.2 | -0.1 | ||||
Specialty Brands | ||||||||
Restructuring and related charges, net | -0.9 | -2.1 | -15.1 | -2.1 | ||||
Specialty Generics | ||||||||
Restructuring and related charges, net | -2.7 | -0.6 | -2.7 | -0.6 | ||||
Global Medical Imaging | ||||||||
Restructuring and related charges, net | -0.2 | -18.5 | 7.1 | -26.6 | ||||
Operating Segments | ||||||||
Net sales | 899.7 | [1] | 546.7 | [1] | 1,756.80 | [1] | 1,074.80 | [1] |
Operating income | 326.3 | 116.2 | 632.3 | 233.6 | ||||
Operating Segments | Specialty Brands | ||||||||
Net sales | 334.3 | 55.1 | 707.9 | 114.7 | ||||
Operating income | 97.4 | -26.1 | 245.6 | -34.3 | ||||
Operating Segments | Specialty Generics | ||||||||
Net sales | 362.8 | 269.2 | 647 | 519.1 | ||||
Operating income | 203.7 | 132 | 344.2 | 253.2 | ||||
Operating Segments | Global Medical Imaging | ||||||||
Net sales | 202.6 | 222.4 | 401.9 | 441 | ||||
Operating income | 25.2 | 10.3 | 42.5 | 14.7 | ||||
Corporate, Non-Segment | ||||||||
Net sales | 10.2 | [2] | 11.1 | [2] | 19.4 | [2] | 23.2 | [2] |
Corporate and allocated expenses | -103.7 | [3] | -72.7 | [3] | -149.5 | [3] | -97.9 | [3] |
Intangible asset amortization | -123.6 | -15.5 | -249.1 | -24.3 | ||||
Restructuring and related charges, net | -3.8 | [4] | -21.7 | [4] | -11.1 | [4] | -29.8 | [4] |
Separation costs | $0 | ($2.60) | $0 | ($4.80) | ||||
[1] | Amounts represent sales to external customers. | |||||||
[2] | Represents products that were sold to the Company's former parent company, which is discussed in Note 14. | |||||||
[3] | Includes administration expenses and certain compensation, environmental and other costs not charged to the Company's operating segments. | |||||||
[4] | Includes restructuring-related accelerated depreciation of $0.1 million for the three months ended MarchB 27, 2015, and $0.2 million and $0.1 million for the six months ended MarchB 27, 2015 and MarchB 28, 2014, respectively. Restructuring-related accelerated depreciation was immaterial for the three months ended MarchB 28, 2014. |
Segment_Data_Schedule_of_Net_S
Segment Data (Schedule of Net Sales from External Customers by Products) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 | ||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $909.90 | $557.80 | $1,776.20 | $1,098 | ||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 899.7 | [1] | 546.7 | [1] | 1,756.80 | [1] | 1,074.80 | [1] |
Operating Segments | Specialty Brands | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 334.3 | 55.1 | 707.9 | 114.7 | ||||
Operating Segments | Specialty Generics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 362.8 | 269.2 | 647 | 519.1 | ||||
Operating Segments | Global Medical Imaging | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 202.6 | 222.4 | 401.9 | 441 | ||||
H. P. Acthar Gel | Operating Segments | Specialty Brands | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 228 | 0 | 494.4 | 0 | ||||
Ofirmev | Operating Segments | Specialty Brands | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 68.1 | 5.3 | 139.5 | 5.3 | ||||
Exalgo | Operating Segments | Specialty Brands | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 12 | 28.9 | 24.1 | 65.1 | ||||
Other | Operating Segments | Specialty Brands | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 26.2 | 20.9 | 49.9 | 44.3 | ||||
Other | Operating Segments | Specialty Generics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 68.2 | 35.9 | 110.9 | 67.6 | ||||
Other | Operating Segments | Global Medical Imaging | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 35.6 | 41.3 | 71.5 | 80.8 | ||||
Oxycodone (API) | Operating Segments | Specialty Generics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 48.6 | 36.3 | 95.6 | 47.9 | ||||
Hydrocodone (API) | Operating Segments | Specialty Generics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 66.6 | 19.7 | 100.6 | 49.8 | ||||
Methylphenidate ER (Specialty Generics) | Operating Segments | Specialty Generics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 34 | 43.3 | 82.6 | 99.6 | ||||
Other Controlled Substances | Operating Segments | Specialty Generics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 145.4 | 134 | 257.3 | 254.2 | ||||
Optiray (CMDS) | Operating Segments | Global Medical Imaging | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 57.5 | 71.3 | 119 | 143.4 | ||||
Contrast Media and Delivery Systems | Operating Segments | Global Medical Imaging | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 93.1 | 112.6 | 190.5 | 224.2 | ||||
Nuclear Imaging | Operating Segments | Global Medical Imaging | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $109.50 | $109.80 | $211.40 | $216.80 | ||||
[1] | Amounts represent sales to external customers. |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Statements (Narrative) (Details) | Mar. 27, 2015 |
Condensed Consolidating Financial Statements [Abstract] | |
Percentage of ownership in MIFSA | 100.00% |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Statements (Schedule of Condensed Consolidating Balance Sheets) (Details) (USD $) | Mar. 27, 2015 | Sep. 26, 2014 | Mar. 28, 2014 | Sep. 27, 2013 |
In Millions, unless otherwise specified | ||||
Current Assets: | ||||
Cash and cash equivalents | $1,053.50 | $707.80 | $334.90 | $275.50 |
Accounts receivable, net | 556.1 | 545.6 | ||
Inventories | 348.7 | 396.6 | ||
Deferred income taxes | 136.2 | 165.2 | ||
Prepaid expenses and other current assets | 124.5 | 255.8 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 2,219 | 2,071 | ||
Property, plant and equipment, net | 940.9 | 949.2 | ||
Goodwill | 2,426.10 | 2,401.90 | ||
Intangible assets, net | 6,858.70 | 7,112.20 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany loan receivable | 0 | 0 | ||
Other assets | 369.6 | 330.5 | ||
Total Assets | 12,814.30 | 12,864.80 | ||
Current Liabilities: | ||||
Current maturities of long-term debt | 22.4 | 21.2 | ||
Accounts payable | 141.9 | 128.7 | ||
Accrued payroll and payroll-related costs | 75.1 | 125.1 | ||
Accrued royalties | 28 | 68 | ||
Accrued and other current liabilities | 508.3 | 561.8 | ||
Intercompany payable | 0 | 0 | ||
Total current liabilities | 775.7 | 904.8 | ||
Long-term debt | 3,966.30 | 3,951.50 | ||
Pension and postretirement benefits | 116.6 | 119.1 | ||
Environmental liabilities | 79 | 59.9 | ||
Deferred income taxes | 2,297 | 2,398.60 | ||
Other income tax liabilities | 109.7 | 122.6 | ||
Intercompany loans payable | 0 | 0 | ||
Other liabilities | 283.9 | 350.3 | ||
Total liabilities | 7,628.20 | 7,906.80 | ||
Shareholders' Equity | 5,186.10 | 4,958 | ||
Total Liabilities and Shareholders' Equity | 12,814.30 | 12,864.80 | ||
Mallinckrodt plc | ||||
Current Assets: | ||||
Cash and cash equivalents | 2 | 0.3 | 0.2 | 1.2 |
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses and other current assets | 0.9 | 0.5 | ||
Intercompany receivable | 17.2 | 13.5 | ||
Total current assets | 20.1 | 14.3 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | 673.7 | 586.8 | ||
Intercompany loan receivable | 4,512.30 | 4,385 | ||
Other assets | 0 | 0 | ||
Total Assets | 5,206.10 | 4,986.10 | ||
Current Liabilities: | ||||
Current maturities of long-term debt | 0 | 0 | ||
Accounts payable | 4.9 | 1.2 | ||
Accrued payroll and payroll-related costs | 0.1 | 0.1 | ||
Accrued royalties | 0 | 0 | ||
Accrued and other current liabilities | 3.3 | 1.1 | ||
Intercompany payable | 11.7 | 25.7 | ||
Total current liabilities | 20 | 28.1 | ||
Long-term debt | 0 | 0 | ||
Pension and postretirement benefits | 0 | 0 | ||
Environmental liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other income tax liabilities | 0 | 0 | ||
Intercompany loans payable | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | 20 | 28.1 | ||
Shareholders' Equity | 5,186.10 | 4,958 | ||
Total Liabilities and Shareholders' Equity | 5,206.10 | 4,986.10 | ||
Mallinckrodt International Finance S.A. | ||||
Current Assets: | ||||
Cash and cash equivalents | 270 | 18.5 | 86.7 | 56.5 |
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 10.8 | ||
Intercompany receivable | 0 | 0 | ||
Total current assets | 270 | 29.3 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | 10,937.40 | 10,645.70 | ||
Intercompany loan receivable | 0 | 0 | ||
Other assets | 70.5 | 76.5 | ||
Total Assets | 11,277.90 | 10,751.50 | ||
Current Liabilities: | ||||
Current maturities of long-term debt | 20 | 18.2 | ||
Accounts payable | 0.2 | 0.2 | ||
Accrued payroll and payroll-related costs | 0 | 0 | ||
Accrued royalties | 0 | 0 | ||
Accrued and other current liabilities | 42.9 | 50.9 | ||
Intercompany payable | 0 | 0 | ||
Total current liabilities | 63.1 | 69.3 | ||
Long-term debt | 3,761 | 3,770.40 | ||
Pension and postretirement benefits | 0 | 0 | ||
Environmental liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other income tax liabilities | 0 | 0 | ||
Intercompany loans payable | 2,421.90 | 1,966.60 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | 6,246 | 5,806.30 | ||
Shareholders' Equity | 5,031.90 | 4,945.20 | ||
Total Liabilities and Shareholders' Equity | 11,277.90 | 10,751.50 | ||
Other Subsidiaries | ||||
Current Assets: | ||||
Cash and cash equivalents | 781.5 | 689 | 248 | 217.8 |
Accounts receivable, net | 556.1 | 545.6 | ||
Inventories | 348.7 | 396.6 | ||
Deferred income taxes | 136.2 | 165.2 | ||
Prepaid expenses and other current assets | 123.6 | 244.5 | ||
Intercompany receivable | 11.7 | 25.7 | ||
Total current assets | 1,957.80 | 2,066.60 | ||
Property, plant and equipment, net | 940.9 | 949.2 | ||
Goodwill | 2,426.10 | 2,401.90 | ||
Intangible assets, net | 6,858.70 | 7,112.20 | ||
Investment in subsidiaries | 5,031.90 | 4,945.10 | ||
Intercompany loan receivable | 2,269.60 | 1,941.60 | ||
Other assets | 299.1 | 254 | ||
Total Assets | 19,784.10 | 19,670.60 | ||
Current Liabilities: | ||||
Current maturities of long-term debt | 2.4 | 3 | ||
Accounts payable | 136.8 | 127.3 | ||
Accrued payroll and payroll-related costs | 75 | 125 | ||
Accrued royalties | 28 | 68 | ||
Accrued and other current liabilities | 462.1 | 509.8 | ||
Intercompany payable | 17.2 | 13.5 | ||
Total current liabilities | 721.5 | 846.6 | ||
Long-term debt | 205.3 | 181.1 | ||
Pension and postretirement benefits | 116.6 | 119.1 | ||
Environmental liabilities | 79 | 59.9 | ||
Deferred income taxes | 2,297 | 2,398.60 | ||
Other income tax liabilities | 109.7 | 122.6 | ||
Intercompany loans payable | 4,360 | 4,360 | ||
Other liabilities | 283.9 | 350.3 | ||
Total liabilities | 8,173 | 8,438.20 | ||
Shareholders' Equity | 11,611.10 | 11,232.40 | ||
Total Liabilities and Shareholders' Equity | 19,784.10 | 19,670.60 | ||
Eliminations | ||||
Current Assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Intercompany receivable | -28.9 | -39.2 | ||
Total current assets | -28.9 | -39.2 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | -16,643 | -16,177.60 | ||
Intercompany loan receivable | -6,781.90 | -6,326.60 | ||
Other assets | 0 | 0 | ||
Total Assets | -23,453.80 | -22,543.40 | ||
Current Liabilities: | ||||
Current maturities of long-term debt | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accrued payroll and payroll-related costs | 0 | 0 | ||
Accrued royalties | 0 | 0 | ||
Accrued and other current liabilities | 0 | 0 | ||
Intercompany payable | -28.9 | -39.2 | ||
Total current liabilities | -28.9 | -39.2 | ||
Long-term debt | 0 | 0 | ||
Pension and postretirement benefits | 0 | 0 | ||
Environmental liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other income tax liabilities | 0 | 0 | ||
Intercompany loans payable | -6,781.90 | -6,326.60 | ||
Other liabilities | 0 | 0 | ||
Total liabilities | -6,810.80 | -6,365.80 | ||
Shareholders' Equity | -16,643 | -16,177.60 | ||
Total Liabilities and Shareholders' Equity | ($23,453.80) | ($22,543.40) |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Statements (Schedule of Condensed Consolidating Statements of Comprehensive Income) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Mar. 27, 2015 | Mar. 28, 2014 |
Condensed Consolidating Financial Statements | ||||
Net sales | $909.90 | $557.80 | $1,776.20 | $1,098 |
Cost of sales | 421.4 | 295.2 | 849 | 579.8 |
Gross profit | 488.5 | 262.6 | 927.2 | 518.2 |
Selling, general and administrative expenses | -343.5 | -194.1 | -606 | -340.3 |
Research and development expenses | -47 | -41.4 | -89.4 | -80.4 |
Separation costs | 0 | 2.6 | 0 | 4.8 |
Restructuring charges, net | -3.7 | -21.7 | -10.9 | -29.7 |
Gains on divestiture and license | -0.9 | -0.9 | -1.7 | -13.8 |
Operating (loss) income | 95.2 | 3.7 | 222.6 | 76.8 |
Interest expense | -57.4 | -12.4 | -106.2 | -22.2 |
Interest income | -0.4 | -0.5 | -0.5 | -0.8 |
Other income (expense), net | -4.1 | 0.4 | -8.2 | 1 |
Intercompany interest and fees | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | 0 | 0 | 0 | 0 |
Income from continuing operations before income taxes | 42.3 | -8.6 | 125.1 | 54.4 |
Income tax expense (benefit) | 34.2 | 20.3 | 43.5 | 3.7 |
Income from continuing operations | 76.5 | 11.7 | 168.6 | 58.1 |
Income (loss) from discontinued operations, net of income taxes | 22.3 | -0.1 | 22.9 | -0.9 |
Net income | 98.8 | 11.6 | 191.5 | 57.2 |
Other comprehensive loss, net of tax | -36.5 | -2.3 | -57.8 | -2.1 |
Comprehensive income | 62.3 | 9.3 | 133.7 | 55.1 |
Mallinckrodt plc | ||||
Condensed Consolidating Financial Statements | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | -31.7 | -7.9 | -62.4 | -11.9 |
Research and development expenses | 0 | 0 | 0 | 0 |
Separation costs | 0.6 | 1.4 | ||
Restructuring charges, net | -0.9 | 0 | -7.7 | 0 |
Gains on divestiture and license | 0 | 0 | 0 | 0 |
Operating (loss) income | -32.6 | -8.5 | -70.1 | -13.3 |
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense), net | -138.9 | -22.3 | -142.4 | -23 |
Intercompany interest and fees | 3.1 | 0.9 | 5 | 4 |
Equity in net income of subsidiaries | 4.4 | 1.1 | -124.2 | -51.5 |
Income from continuing operations before income taxes | 98.8 | 11.8 | 191.5 | 57.2 |
Income tax expense (benefit) | 0 | -0.2 | 0 | 0 |
Income from continuing operations | 98.8 | 11.6 | 191.5 | 57.2 |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 |
Net income | 98.8 | 11.6 | 191.5 | 57.2 |
Other comprehensive loss, net of tax | -36.5 | -2.3 | -57.8 | -2.1 |
Comprehensive income | 62.3 | 9.3 | 133.7 | 55.1 |
Mallinckrodt International Finance S.A. | ||||
Condensed Consolidating Financial Statements | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | -0.1 | -0.1 | -0.2 | -0.2 |
Research and development expenses | 0 | 0 | 0 | 0 |
Separation costs | 0 | 0 | ||
Restructuring charges, net | 0 | 0 | 0 | 0 |
Gains on divestiture and license | 0 | 0 | 0 | 0 |
Operating (loss) income | -0.1 | -0.1 | -0.2 | -0.2 |
Interest expense | -49 | -12.8 | -97.7 | -23.3 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense), net | 0 | 0 | 0 | 0 |
Intercompany interest and fees | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | -44.7 | -11.7 | -222.1 | -74.9 |
Income from continuing operations before income taxes | -4.4 | -1.2 | 124.2 | 51.4 |
Income tax expense (benefit) | 0 | 0.1 | 0 | 0.1 |
Income from continuing operations | -4.4 | -1.1 | 124.2 | 51.5 |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 |
Net income | -4.4 | -1.1 | 124.2 | 51.5 |
Other comprehensive loss, net of tax | -36.5 | -2.3 | -57.8 | -2.1 |
Comprehensive income | -40.9 | -3.4 | 66.4 | 49.4 |
Other Subsidiaries | ||||
Condensed Consolidating Financial Statements | ||||
Net sales | 909.9 | 557.8 | 1,776.20 | 1,098 |
Cost of sales | 421.4 | 295.2 | 849 | 579.8 |
Gross profit | 488.5 | 262.6 | 927.2 | 518.2 |
Selling, general and administrative expenses | -311.7 | -186.1 | -543.4 | -328.2 |
Research and development expenses | -47 | -41.4 | -89.4 | -80.4 |
Separation costs | 2 | 3.4 | ||
Restructuring charges, net | -2.8 | -21.7 | -3.2 | -29.7 |
Gains on divestiture and license | -0.9 | -0.9 | -1.7 | -13.8 |
Operating (loss) income | 127.9 | 12.3 | 292.9 | 90.3 |
Interest expense | -8.4 | 0.4 | -8.5 | 1.1 |
Interest income | -0.4 | -0.5 | -0.5 | -0.8 |
Other income (expense), net | 134.8 | 22.7 | 134.2 | 24 |
Intercompany interest and fees | -3.1 | -0.9 | -5 | -4 |
Equity in net income of subsidiaries | 4.4 | 0 | -124.2 | 0 |
Income from continuing operations before income taxes | -16.2 | -8.6 | 279.9 | 72.2 |
Income tax expense (benefit) | 34.2 | 20.4 | 43.5 | 3.6 |
Income from continuing operations | 18 | 11.8 | 323.4 | 75.8 |
Income (loss) from discontinued operations, net of income taxes | 22.3 | -0.1 | 22.9 | -0.9 |
Net income | 40.3 | 11.7 | 346.3 | 74.9 |
Other comprehensive loss, net of tax | -73.1 | -2.4 | -115.8 | -2.3 |
Comprehensive income | -32.8 | 9.3 | 230.5 | 72.6 |
Eliminations | ||||
Condensed Consolidating Financial Statements | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Research and development expenses | 0 | 0 | 0 | 0 |
Separation costs | 0 | 0 | ||
Restructuring charges, net | 0 | 0 | 0 | 0 |
Gains on divestiture and license | 0 | 0 | 0 | 0 |
Operating (loss) income | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Other income (expense), net | 0 | 0 | 0 | 0 |
Intercompany interest and fees | 0 | 0 | 0 | 0 |
Equity in net income of subsidiaries | 35.9 | 10.6 | 470.5 | 126.4 |
Income from continuing operations before income taxes | -35.9 | -10.6 | -470.5 | -126.4 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Income from continuing operations | -35.9 | -10.6 | -470.5 | -126.4 |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 |
Net income | -35.9 | -10.6 | -470.5 | -126.4 |
Other comprehensive loss, net of tax | 109.6 | 4.7 | 173.6 | 4.4 |
Comprehensive income | $73.70 | ($5.90) | ($296.90) | ($122) |
Condensed_Consolidating_Financ5
Condensed Consolidating Financial Statements (Schedule of Condensed Consolidating Statements of Cash Flows) (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Cash Flows From Operating Activities: | ||
Net cash provided by (used in) operating activities | $365.50 | $141.20 |
Cash Flows From Investing Activities: | ||
Capital expenditures | -55.1 | -50.7 |
Intercompany loan investment | 0 | 0 |
Investment in subsidiary | 0 | 0 |
Acquisitions and intangibles, net of cash acquired | 0 | -1,293.20 |
Restricted cash | 0.4 | 4.1 |
Other | 1.7 | 8 |
Net cash (used in) provided by investing activities | -53 | -1,331.80 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 80 | 1,296.80 |
Repayment of external debt and capital leases | -63.5 | -30.8 |
Debt financing costs | -0.4 | -32.2 |
Excess tax benefit from share-based compensation | 20.2 | 4 |
Proceeds from exercise of share options | 20.6 | 16.1 |
Repurchase of shares | -12.3 | -1.8 |
Intercompany loan borrowings, net | 0 | 0 |
Capital contribution | 0 | 0 |
Other | 4 | 0 |
Net cash provided (used in) by financing activities | 40.6 | 1,252.10 |
Effect of currency rate changes on cash | -7.4 | -2.1 |
Net increase in cash and cash equivalents | 345.7 | 59.4 |
Cash and cash equivalents at beginning of period | 707.8 | 275.5 |
Cash and cash equivalents at end of period | 1,053.50 | 334.9 |
Mallinckrodt plc | ||
Cash Flows From Operating Activities: | ||
Net cash provided by (used in) operating activities | 120.7 | 8.6 |
Cash Flows From Investing Activities: | ||
Capital expenditures | 0 | 0 |
Intercompany loan investment | -127.3 | -21.5 |
Investment in subsidiary | 0 | 0 |
Acquisitions and intangibles, net of cash acquired | 0 | |
Restricted cash | 0 | 0 |
Other | 0 | 0 |
Net cash (used in) provided by investing activities | -127.3 | -21.5 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 0 | 0 |
Repayment of external debt and capital leases | 0 | 0 |
Debt financing costs | 0 | 0 |
Excess tax benefit from share-based compensation | 0 | 0 |
Proceeds from exercise of share options | 20.6 | 16.1 |
Repurchase of shares | -12.3 | -1.8 |
Intercompany loan borrowings, net | 0 | -2.4 |
Capital contribution | 0 | 0 |
Other | 0 | 0 |
Net cash provided (used in) by financing activities | 8.3 | 11.9 |
Effect of currency rate changes on cash | 0 | 0 |
Net increase in cash and cash equivalents | 1.7 | -1 |
Cash and cash equivalents at beginning of period | 0.3 | 1.2 |
Cash and cash equivalents at end of period | 2 | 0.2 |
Mallinckrodt International Finance S.A. | ||
Cash Flows From Operating Activities: | ||
Net cash provided by (used in) operating activities | -78.3 | -17.1 |
Cash Flows From Investing Activities: | ||
Capital expenditures | 0 | 0 |
Intercompany loan investment | 0 | 2.4 |
Investment in subsidiary | -124.9 | -1,300 |
Acquisitions and intangibles, net of cash acquired | 0 | |
Restricted cash | 0 | 0 |
Other | 0 | 0 |
Net cash (used in) provided by investing activities | -124.9 | -1,297.60 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 0 | 1,296.80 |
Repayment of external debt and capital leases | -8.2 | 0 |
Debt financing costs | 0 | -32.2 |
Excess tax benefit from share-based compensation | 0 | 0 |
Proceeds from exercise of share options | 0 | 0 |
Repurchase of shares | 0 | 0 |
Intercompany loan borrowings, net | 462.9 | 80.3 |
Capital contribution | 0 | 0 |
Other | 0 | 0 |
Net cash provided (used in) by financing activities | 454.7 | 1,344.90 |
Effect of currency rate changes on cash | 0 | 0 |
Net increase in cash and cash equivalents | 251.5 | 30.2 |
Cash and cash equivalents at beginning of period | 18.5 | 56.5 |
Cash and cash equivalents at end of period | 270 | 86.7 |
Other Subsidiaries | ||
Cash Flows From Operating Activities: | ||
Net cash provided by (used in) operating activities | 323.1 | 149.7 |
Cash Flows From Investing Activities: | ||
Capital expenditures | -55.1 | -50.7 |
Intercompany loan investment | -335.6 | -58.8 |
Investment in subsidiary | 0 | 0 |
Acquisitions and intangibles, net of cash acquired | -1,293.20 | |
Restricted cash | 0.4 | 4.1 |
Other | 1.7 | 8 |
Net cash (used in) provided by investing activities | -388.6 | -1,390.60 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 80 | 0 |
Repayment of external debt and capital leases | -55.3 | -30.8 |
Debt financing costs | -0.4 | 0 |
Excess tax benefit from share-based compensation | 20.2 | 4 |
Proceeds from exercise of share options | 0 | 0 |
Repurchase of shares | 0 | 0 |
Intercompany loan borrowings, net | 0 | 0 |
Capital contribution | 124.9 | 1,300 |
Other | 4 | 0 |
Net cash provided (used in) by financing activities | 165.4 | 1,273.20 |
Effect of currency rate changes on cash | -7.4 | -2.1 |
Net increase in cash and cash equivalents | 92.5 | 30.2 |
Cash and cash equivalents at beginning of period | 689 | 217.8 |
Cash and cash equivalents at end of period | 781.5 | 248 |
Eliminations | ||
Cash Flows From Operating Activities: | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Cash Flows From Investing Activities: | ||
Capital expenditures | 0 | 0 |
Intercompany loan investment | 462.9 | 77.9 |
Investment in subsidiary | 124.9 | 1,300 |
Acquisitions and intangibles, net of cash acquired | 0 | |
Restricted cash | 0 | 0 |
Other | 0 | 0 |
Net cash (used in) provided by investing activities | 587.8 | 1,377.90 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 0 | 0 |
Repayment of external debt and capital leases | 0 | 0 |
Debt financing costs | 0 | 0 |
Excess tax benefit from share-based compensation | 0 | 0 |
Proceeds from exercise of share options | 0 | 0 |
Repurchase of shares | 0 | 0 |
Intercompany loan borrowings, net | -462.9 | -77.9 |
Capital contribution | -124.9 | -1,300 |
Other | 0 | 0 |
Net cash provided (used in) by financing activities | -587.8 | -1,377.90 |
Effect of currency rate changes on cash | 0 | 0 |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | $0 | $0 |
Subsequent_Events_Subsequent_E
Subsequent Events Subsequent Events (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | |
Apr. 15, 2015 | Mar. 27, 2015 | Mar. 27, 2015 | Apr. 16, 2015 | Apr. 02, 2015 | |
Revolving Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Borrowings outstanding, credit facilities | $0 | $0 | |||
2020 Notes | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stated interest rate | 4.88% | ||||
2020 Notes | Unsecured Debt | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Face amount | 700,000,000 | ||||
2020 Notes | Prior To April 15, 2017 | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | ||||
2020 Notes | Option A | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Repurchase Percentage | 101.00% | ||||
2020 Notes | Option B | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Repurchase Percentage | 100.00% | ||||
2025 Notes | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stated interest rate | 5.50% | ||||
2025 Notes | Unsecured Debt | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Face amount | 700,000,000 | ||||
2025 Notes | Prior To April 15, 2018 | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | ||||
2025 Notes | Option A | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Repurchase Percentage | 101.00% | ||||
2025 Notes | Option B | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Repurchase Percentage | 100.00% | ||||
Ikaria | |||||
Subsequent Event [Line Items] | |||||
Acquisition Costs, Period Cost | 7,100,000 | 7,100,000 | |||
Ikaria | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Total consideration, net of cash | 2,300,000,000 | ||||
Acquired debt | 1,100,000,000 | ||||
Ikaria | Unsecured Debt | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt issued with acquisition | 1,400,000,000 | ||||
Ikaria | Revolving Credit Facility | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Borrowings outstanding, credit facilities | $240,000,000 |