Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 28, 2018 | Nov. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Mallinckrodt plc | |
Entity Central Index Key | 1,567,892 | |
Trading Symbol | MNK | |
Current Fiscal Year End Date | --12-28 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 28, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Ordinary Shares Outstanding | 83,313,240 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Net sales | $ 640 | $ 600.6 | $ 1,844.3 | $ 1,760.7 |
Cost of sales | 326.2 | 268 | 936.7 | 808.3 |
Gross profit | 313.8 | 332.6 | 907.6 | 952.4 |
Selling, general and administrative expenses | 164 | 186.3 | 520.7 | 618.5 |
Research and development expenses | 78.5 | 46.9 | 223.9 | 144.2 |
Restructuring charges, net | 14.7 | 15.4 | 96.5 | 26.3 |
Losses (gains) on divestiture | 0.6 | 0.4 | 0.6 | (56.6) |
Operating income | 56 | 83.6 | 65.9 | 220 |
Interest expense | (93.6) | (92.6) | (280.1) | (279) |
Interest income | 2 | 1.3 | 6.6 | 2.8 |
Other income (expense), net | 13.4 | 3 | 17.5 | (70.6) |
Loss from continuing operations before income taxes | (22.2) | (4.7) | (190.1) | (126.8) |
Income tax benefit | (125.2) | (57.8) | (222) | (153.4) |
Income from continuing operations | 103 | 53.1 | 31.9 | 26.6 |
Income from discontinued operations, net of income taxes | 10.8 | 10.6 | 79.5 | 499.1 |
Net income | $ 113.8 | $ 63.7 | $ 111.4 | $ 525.7 |
Basic earnings per share (Note 8): | ||||
Income from continuing operations, per share | $ 1.24 | $ 0.55 | $ 0.38 | $ 0.27 |
Income from discontinued operations, per share | 0.13 | 0.11 | 0.94 | 5.02 |
Net income, per share | $ 1.37 | $ 0.66 | $ 1.32 | $ 5.28 |
Basic weighted-averaged shares outstanding (in shares) | 83.2 | 96.7 | 84.2 | 99.5 |
Diluted earnings per share (Note 8): | ||||
Income from continuing operations, per share | $ 1.21 | $ 0.55 | $ 0.37 | $ 0.27 |
Income from discontinued operations, per share | 0.13 | 0.11 | 0.93 | 5 |
Net income, per share | $ 1.34 | $ 0.66 | $ 1.31 | $ 5.27 |
Diluted weighted-average shares outstanding (in shares) | 85 | 97 | 85.2 | 99.8 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Net income | $ 113.8 | $ 63.7 | $ 111.4 | $ 525.7 |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustments | 3.2 | 5.6 | (4.1) | 13 |
Derivatives, net of $-, $-, $- and $0.2 tax | 0.2 | 0.3 | 0.7 | 0.9 |
Benefit plans, net of $-, $-, $- and ($31.4) tax | (0.4) | (0.5) | (0.9) | 45.4 |
Investments, net of $-, $-, $-, and $- tax | 0 | (10.5) | 0 | 0.1 |
Total other comprehensive income (loss), net of tax | 3 | (5.1) | (4.3) | 59.4 |
Comprehensive income | $ 116.8 | $ 58.6 | $ 107.1 | $ 585.1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Unrecognized gain derivatives, tax | $ 0 | $ 0 | $ 0 | $ 0.2 |
Unrecognized (loss) gain on benefit plans, tax | 0 | 0 | 0 | (31.4) |
Unrecognized (loss) gain on investments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 290.7 | $ 1,260.9 |
Accounts receivable, less allowance for doubtful accounts of $3.4 and $2.8 | 349.6 | 275.4 |
Inventories | 143.4 | 128.7 |
Prepaid expenses and other current assets | 117.7 | 74.7 |
Notes receivable | 0 | 154 |
Current assets held for sale | 1,136.8 | 391.5 |
Total current assets | 2,038.2 | 2,285.2 |
Property, plant and equipment, net | 439.3 | 413.2 |
Goodwill | 3,675.4 | 3,482.7 |
Intangible assets, net | 8,585.2 | 8,261 |
Long-term assets held for sale | 0 | 742.7 |
Other assets | 170.5 | 156.2 |
Total Assets | 14,908.6 | 15,341 |
Current Liabilities: | ||
Current maturities of long-term debt | 16.7 | 313.7 |
Accounts payable | 76.6 | 77.3 |
Accrued payroll and payroll-related costs | 89 | 78.4 |
Accrued interest | 77 | 57 |
Income taxes payable | 43.4 | 15.5 |
Accrued and other current liabilities | 437.5 | 368.5 |
Current liabilities held for sale | 182.4 | 140 |
Total current liabilities | 922.6 | 1,050.4 |
Long-term debt | 6,174 | 6,420.9 |
Pension and postretirement benefits | 65.2 | 67.1 |
Environmental liabilities | 49.8 | 62.8 |
Deferred income taxes | 668.9 | 749.1 |
Other income tax liabilities | 127.6 | 94.1 |
Long-term liabilities held for sale | 0 | 22.6 |
Other liabilities | 296.9 | 352 |
Total Liabilities | 8,305 | 8,819 |
Shareholders' Equity: | ||
Preferred shares | 0 | 0 |
Ordinary shares | 18.5 | 18.4 |
Ordinary shares held in treasury at cost | (1,618.5) | (1,564.7) |
Additional paid-in capital | 5,521.3 | 5,492.6 |
Retained earnings | 2,701 | 2,588.6 |
Accumulated other comprehensive loss | (18.7) | (12.9) |
Total Shareholders' Equity | 6,603.6 | 6,522 |
Total Liabilities and Shareholders' Equity | 14,908.6 | 15,341 |
Ordinary A | ||
Shareholders' Equity: | ||
Ordinary A shares | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Millions | Sep. 28, 2018USD ($)$ / sharesshares | Sep. 28, 2018€ / shares | Dec. 29, 2017USD ($)$ / sharesshares | Dec. 29, 2017€ / shares |
Allowance for doubtful accounts | $ | $ 3.4 | $ 2.8 | ||
Preferred shares, par value (in usd per share) | $ / shares | $ 0.20 | $ 0.20 | ||
Preferred shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Preferred shares, shares issued (in shares) | 0 | 0 | ||
Preferred shares, shares outstanding (in shares) | 0 | 0 | ||
Ordinary shares, par value (in usd per share) | $ / shares | $ 0.20 | $ 0.20 | ||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Ordinary shares, shares issued (in shares) | 92,678,152 | 92,196,662 | ||
Ordinary shares, shares outstanding (in shares) | 83,243,748 | 86,336,232 | ||
Ordinary shares held in treasury at cost (in shares) | 9,434,404 | 5,860,430 | ||
Ordinary A | ||||
Ordinary shares, par value (in usd per share) | € / shares | € 1 | € 1 | ||
Ordinary shares, shares authorized (in shares) | 40,000 | 40,000 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||
Ordinary A shares, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 28, 2018 | Sep. 29, 2017 | |
Cash and Cash Equivalents, Including Restricted Cash, Period End | $ 309.2 | $ 390 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 390 | |
Cash Flows From Operating Activities: | ||
Net income | 111.4 | 525.7 |
Adjustments to reconcile net cash from operating activities: | ||
Depreciation and amortization | 597 | 606.5 |
Share-based compensation | 27.9 | 46.1 |
Deferred income taxes | (232.7) | (128.7) |
Loss (gain) on divestiture | 0.6 | (418.1) |
Other non-cash items | (3.7) | 40.8 |
Changes in assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable, net | (59) | (34.7) |
Inventories | 43.1 | (18.2) |
Accounts payable | (0.1) | (30.2) |
Income taxes | 16.7 | (68.1) |
Other | (20.1) | (72.6) |
Net cash from operating activities | 481.1 | 448.5 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (93.3) | (151.3) |
Acquisitions, net of cash acquired | (699.9) | (35.9) |
Proceeds from divestitures, net of cash | 313.2 | 576.9 |
Other | 28.8 | 0.5 |
Net cash from investing activities | (451.2) | 390.2 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 657.2 | 540 |
Repayment of external debt and capital lease obligation | (1,563.4) | (887.5) |
Debt financing costs | (12) | (12.7) |
Proceeds from exercise of share options | 1 | 4 |
Repurchase of shares | (57.4) | (437.7) |
Other | (24.3) | (18.6) |
Net cash from financing activities | (998.9) | (812.5) |
Effect of currency rate changes on cash | (0.9) | 2.7 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (969.9) | 28.9 |
Cash and cash equivalents | 290.7 | 371.8 |
Restricted Cash and Investments, Noncurrent | $ 18.5 | $ 18.2 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Changes in Shareholders' Equity Statement - 9 months ended Sep. 28, 2018 - USD ($) $ in Millions | Total | Ordinary Shares | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance, ordinary shares (in shares) at Dec. 29, 2017 | 92,196,662 | 92,200,000 | ||||
Beginning balance, treasury shares (in shares) at Dec. 29, 2017 | 5,860,430 | 5,900,000 | ||||
Beginning balance at Dec. 29, 2017 | $ 6,522 | $ 18.4 | $ (1,564.7) | $ 5,492.6 | $ 2,588.6 | $ (12.9) |
Impact of accounting standard adoptions, net of tax | 1.1 | 2.6 | (1.5) | |||
Net income | 111.4 | 111.4 | ||||
Currency translation adjustments | (4.1) | (4.1) | ||||
Change in derivatives, net of tax | 0.7 | 0.7 | ||||
Change in benefit plans, net of tax | (0.9) | (0.9) | ||||
Vesting of restricted shares (in shares) | 500,000 | 100,000 | ||||
Vesting of restricted shares (in usd) | (1.3) | $ 0.1 | $ (2.2) | 0.8 | ||
Share-based compensation | 27.9 | 27.9 | ||||
Stock Issued During Period, Shares, Treasury Stock Reissued | (200,000) | |||||
Reissuance of treasury shares | 2 | $ 3.6 | (1.6) | |||
Repurchase of shares (in shares) | 3,600,000 | |||||
Repurchase of shares (in usd) | $ (55.2) | $ 55.2 | ||||
Ending balance, ordinary shares (in shares) at Sep. 28, 2018 | 92,678,152 | 92,700,000 | ||||
Ending balance, treasury shares (in shares) at Sep. 28, 2018 | 9,434,404 | 9,400,000 | ||||
Ending balance at Sep. 28, 2018 | $ 6,603.6 | $ 18.5 | $ (1,618.5) | $ 5,521.3 | $ 2,701 | $ (18.7) |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 28, 2018 | |
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 business that develops, manufactures, markets and distributes specialty pharmaceutical products and therapies. On February 22, 2018, the Company's Board of Directors authorized commencement of a process to dispose of (1) its Specialty Generics business comprised of the previously reported Specialty Generics segment, with the exception of BioVectra, Inc. - a wholly-owned subsidiary of the Company that operates a contract manufacturing business in Canada ("BioVectra"), (2) certain of its non-promoted brands business, which was previously reflected in the Specialty Brands segment; and (3) its ongoing, post-divestiture supply agreement with the acquirer of the contrast media and delivery systems ("CMDS") business, which was previously reflected in the Other non-operating segment (referred to collectively as the "Specialty Generics Disposal Group"). The Company evaluated the criteria prescribed by United States ("U.S.") Generally Accepted Accounting Principles ("GAAP") for recording a disposal group as held for sale and discontinued operations. This criteria was met during the three months ended March 30, 2018, and as a result, prior year balances have been recast to present the financial results of the disposal group as a discontinued operation. As the Specialty Generics Disposal Group is reported as a discontinued operation, the Company's continuing operations are limited to the results of operations from the Specialty Brands segment. The Specialty Brands segment markets branded pharmaceutical products for autoimmune and rare diseases in the specialty areas of neurology, rheumatology, nephrology, ophthalmology and pulmonology; immunotherapy and neonatal respiratory critical care therapies, analgesics and gastrointestinal products. The Company's diversified, in-line portfolio of both marketed and development products is focused on patients with significant unmet medical needs. The Company owns or has rights to use the trademarks and trade names that are used in conjunction with the operation of its business. One of the more important trademarks that the Company owns or has rights to use that appears in this Quarterly Report on Form 10-Q is "Mallinckrodt," which is a registered trademark or the subject of pending trademark applications in the U.S. and other jurisdictions. Solely for convenience, the Company only uses the ™ or ® symbols the first time any trademark or trade name is mentioned in the following notes. Such references are not intended to indicate in any way that the Company will not assert, to the fullest extent permitted under applicable law, its rights to its trademarks and trade names. Each trademark or trade name of any other company appearing in the following notes is, to the Company's knowledge, owned by such other company. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in U.S. dollars and in accordance with 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 50% of the voting shares, or have the ability to control through similar rights. All intercompany balances and transactions have been eliminated in consolidation and all normal recurring adjustments necessary for a fair presentation have been included in the results reported. 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 reported in discontinued operations. Divestitures of product lines and businesses not meeting the criteria for discontinued operations have been reflected in operating income. 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 financial statements included in its Annual Report on Form 10-K for the period ended December 29, 2017 filed with the Securities and Exchange Commission ("SEC") on February 27, 2018. Fiscal Year The Company reports its results based on a "52-53 week" year ending on the last Friday of December. Unless otherwise indicated, the three and nine months ended September 28, 2018 refers to the thirteen and thirty-nine week periods ended September 28, 2018 and the three and nine months ended September 29, 2017 refers to the thirteen and thirty-nine week periods ended September 29, 2017 |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 28, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards Adopted The Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update)," in March 2018. This update adds SEC paragraphs pursuant to the SEC's Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act ("TCJA") that was enacted in December 2017. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete their accounting for the tax effects of the TCJA. The amendments are effective upon addition to the FASB Accounting Standards Codification ("ASC"). The Company adopted this guidance in fiscal 2018. See Note 7 for additional details of the Company's assessment of impact of this adoption. The FASB issued ASU 2017-09, "Compensation - Stock Compensation: Scope of Modification Accounting," in May 2017. Under the new guidance, the effects of a modification should be accounted for unless all of the following are met: (1) the fair value or calculated intrinsic value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The Company adopted this standard in fiscal 2018 and will apply this standard to prospective modifications. The adoption of this guidance did not result in any material changes to the unaudited condensed consolidated financial statements. The FASB issued ASU 2017-07, "Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post Retirement Benefit Cost," in March 2017. This update requires that the service cost component be disaggregated from the other components of net benefit cost. Service cost should be reported in the same line item or items as other compensation costs arising from services rendered by pertinent employees during the period. The other components of net benefit cost should be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The Company adopted this guidance in fiscal 2018 which required retroactive application resulting in the reclassification of $72.4 million of other components of net benefit costs to other income (expense), net for the nine months ended September 29, 2017 from selling, general and administrative expenses ("SG&A") of $70.8 million , cost of sales of $1.2 million , and research and development expenses ("R&D") of $0.4 million . The adoption of this guidance did not result in any material changes to the unaudited condensed consolidated financial statements. The FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business," in January 2017. This update provides a screen to determine whether or not a set of assets is a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets is not a business. If the screen is not met, the amendments in this update require that (1) to be considered a business, a set of assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The Company adopted this guidance in fiscal 2018, which did not have a material impact to the unaudited condensed consolidated financial statements. The FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," in January 2016. This update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Under the new guidance, equity investments, other than equity method investments, are to be measured at fair value with changes in fair value recognized through net income. The Company adopted this guidance in fiscal 2018, resulting in a $1.5 million increase to beginning retained earnings with an offsetting decrease to accumulated other comprehensive loss relating to the unrealized gain on its investment in Mesoblast Limited ("Mesoblast"). The adoption of this standard did not result in any material changes to the unaudited condensed consolidated financial statements. The 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 the 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(s); (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The FASB subsequently issued additional ASUs to clarify the guidance in ASU 2014-09. The additional ASUs issued include ASU 2016-08, "Revenue from Contracts with Customers;" ASU 2016-10 "Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing;" and ASU 2016-12, "Narrow-Scope Improvements and Practical Expedients." The Company adopted ASU 2014-09 and its related amendments (collectively known as "ASC 606") effective on December 30, 2017 using the modified retrospective transition approach. The adoption of ASC 606 represents a change in accounting principle that more closely aligns revenue recognition with the delivery of the Company's products and will provide financial statement readers with enhanced disclosures, which have been included in Note 3. The cumulative effect of applying the new standard to contracts not completed at December 30, 2017 was recorded as a $1.1 million increase, net of tax, to beginning retained earnings. The prior periods were not restated. The adoption of this standard did not result in any material changes to the unaudited condensed consolidated financial statements. Not Yet Adopted The FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," in August 2018. This update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this update also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. Upon adoption, the update will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This guidance is effective for the Company in the first quarter of fiscal 2020; however, early adoption is permitted. The Company is currently assessing the impact of this guidance on the unaudited condensed consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers Revenue from Contracts with Customers (Notes) | 9 Months Ended |
Sep. 28, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 3. Revenue from Contracts with Customers Product Sales Revenue The Company sells its products through distributors who resell the products to institutions and end user customers, while certain products are sold and distributed directly to hospitals. The Company also enters into arrangements with indirect customers, such as health care providers and payers, to establish contract pricing for certain products that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of the Company's products. Reserves for variable consideration Product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established. These reserves result from estimated chargebacks, rebates, product returns and other sales deductions that are offered within contracts between the Company and its customers, health care providers and payers relating to the Company's sales of its products. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company's historical experience, estimated future trends, estimated customer inventory levels, current contracted sales terms with customers, level of utilization of the Company's products and other competitive factors. Overall, these reserves reflect the Company's best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the transaction price may be constrained (reduced), and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company adjusts reserves for rebates, chargebacks, product returns and other sales deductions to reflect differences between estimated and actual experience. Such adjustments impact the amount of net sales recognized in the period of adjustment. The following table reflects activity in the Company's sales reserve accounts, on a continuing operations basis: Rebates and Chargebacks Product Returns Other Sales Deductions Total Balance at December 29, 2017 $ 60.3 $ 4.1 $ 1.1 $ 65.5 Provisions 221.2 6.6 7.4 235.2 Payments or credits (205.8 ) (5.9 ) (7.4 ) (219.1 ) Balance at September 28, 2018 $ 75.7 $ 4.8 $ 1.1 $ 81.6 See Note 19 for presentation of the Company's net sales by product family. Product sales are recognized when the customer obtains control of the Company's product. Control is transferred either at a point in time, generally upon delivery to the customer site, or in the case of certain of the Company's products, over the period in which the customer has access to the product and related services. Revenue recognized over time is based upon either consumption of the product or passage of time based upon the Company's determination of the measure that best aligns with how the obligation is satisfied. The Company's considerations of why such measures provide a faithful depiction of the transfer of its products are as follows: • For those contracts whereby revenue is recognized over time based upon consumption of the product, the Company either has: 1) the right to invoice the customer in an amount that directly corresponds with the value to the customer of the Company's performance to date, for which the practical expedient to recognize revenue in proportion to the amount it has the right to invoice has been applied, or 2) the remaining goods and services to which the customer is entitled is diminished upon consumption. • For those contracts whereby revenue is recognized over time based upon the passage of time, the benefit that the customer receives from unlimited access to the Company's product does not vary, regardless of consumption. As a result, the Company's obligation diminishes with the passage of time; therefore, it was determined that ratable recognition of the transaction price over the contract period is the measure that best aligns with how the obligation is satisfied. Product sales transferred to customers at a point in time and over time are as follows: Three Months Ended Nine Months Ended September 28, September 28, Product sales transferred at a point in time 78.9 % 77.9 % Product sales transferred over time 21.1 % 22.1 % Transaction price allocated to the remaining performance obligations The majority of the Company's contracts (as defined under ASC 606) are less than one year; therefore, the related disclosure of the amount of transaction price allocated to the performance obligations that are unsatisfied at period end has been omitted, with the exception of those noted below. The following table includes estimated revenue from certain of the Company's products that are expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at September 28, 2018 : Remainder of Fiscal 2018 $ 71.7 Fiscal 2019 135.3 Fiscal 2020 118.6 Fiscal 2021 23.9 Thereafter 3.2 Costs to obtain a contract As the majority of the Company's contracts are short-term in nature, sales commissions are generally expensed when incurred as the amortization period would have been less than one year. These costs are recorded within SG&A expenses. For contracts that extend beyond one year, the incremental expense recognition matches the recognition of related revenue and therefore, no costs to obtain a contract were capitalized upon adoption of ASC 606. Costs to fulfill a contract The Company capitalizes the costs associated with the devices used in the Company's portfolio of drug-device combination products, which are used in satisfaction of future performance obligations. Capital expenditures for these devices represent cash outflows for the Company's cost to produce the asset, which is classified in property, plant and equipment, net on the unaudited condensed consolidated balance sheet and expensed to cost of sales over the useful life of the equipment. As of September 28, 2018 , the total net book value of these devices was $27.6 million . The associated depreciation expense recognized during the nine months ended September 28, 2018 was $8.5 million . Product Royalty Revenues In relation to the Company's acquisition of Sucampo Pharmaceuticals, Inc. on February 13, 2018, as discussed in further detail in Note 5, it acquired an arrangement under which the Company licenses certain rights to Amitiza ® (lubiprostone) ("Amitiza") to a third party in exchange for royalties on net sales of the product. The Company recognizes such royalty revenue as the related sales occur. The associated royalty revenue recognized during the three and nine months ended September 28, 2018 was $22.5 million and $52.1 million , respectively. Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. Payments received from customers are typically based upon payment terms of 30 days. The Company does not maintain contract asset balances aside from the accounts receivable balance presented on the unaudited condensed consolidated balance sheet as costs to obtain a contract are expensed when incurred and the amortization period would have been less than one year. These costs are recorded within SG&A expenses. Contract liabilities are recorded when cash payments are received in advance of the Company's performance, including amounts which are refundable. Contract liabilities as of September 28, 2018 and December 29, 2017 were as follows: September 28, December 29, Accrued and other current liabilities $ 21.2 $ 13.9 Other liabilities 14.0 6.3 Contract liabilities $ 35.2 $ 20.2 Revenue recognized during the nine months ended September 28, 2018 from amounts included in contract liabilities at the beginning of the period was approximately $14.9 million |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 9 Months Ended |
Sep. 28, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | 4. Discontinued Operations and Divestitures Discontinued Operations Specialty Generics Disposal Group: On February 22, 2018, the Specialty Generics Disposal Group met the criteria for held for sale classification and discontinued operation presentation upon commencement of a process to dispose of the group. The following table summarizes the financial results of the Specialty Generics Disposal Group presented in the unaudited condensed consolidated statements of income: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Major line items constituting income from discontinued operations: Net sales $ 159.9 $ 193.3 $ 536.4 $ 668.6 Cost of sales 107.3 125.3 336.1 384.5 Selling, general and administrative expenses 29.4 19.3 73.8 56.6 Research and development expenses 7.6 12.6 36.8 46.3 Restructuring charges, net 0.1 (1.1 ) 5.3 5.8 Non-restructuring impairment charges 2.0 — 2.0 — Other income, net — 0.6 0.3 4.4 Income from discontinued operations 13.5 37.8 82.7 179.8 Income tax expense 2.3 26.6 18.1 42.6 Income from discontinued operations, net of income taxes $ 11.2 $ 11.2 $ 64.6 $ 137.2 The following table summarizes the assets and liabilities of the Specialty Generics Disposal Group that are classified as held for sale on the unaudited condensed consolidated balance sheets: September 28, December 29, 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Accounts receivable $ 189.0 $ 170.4 Inventories 205.9 211.7 Property, plant and equipment, net 561.7 553.6 Intangible assets, net 110.3 114.0 Other current and non-current assets 69.9 84.5 Total assets classified as held for sale in the balance sheet $ 1,136.8 $ 1,134.2 Carrying amounts of major classes of liabilities included as part of discontinued operations: Accounts payable $ 39.0 $ 36.0 Other current and non-current liabilities 143.4 126.6 Total liabilities classified as held for sale in the balance sheet $ 182.4 $ 162.6 The following table summarizes significant cash and non-cash transactions of the Specialty Generics Disposal Group that are included within the unaudited condensed consolidated statements of cash flows for the respective periods: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Depreciation, including accelerated depreciation $ 0.6 $ 15.3 $ 12.1 $ 45.7 Amortization — 3.9 1.7 14.6 Capital expenditures 5.9 11.1 21.7 41.7 All other notes to the unaudited condensed consolidated financial statements that were impacted by this discontinued operation have been reclassified accordingly. Nuclear Imaging: On January 27, 2017, the Company completed the sale of its Nuclear Imaging business to IBA Molecular ("IBAM") for approximately $690.0 million before tax impacts, including up-front consideration of approximately $574.0 million , up to $77.0 million of contingent consideration and the assumption of certain liabilities. The Company recorded a pre-tax gain on the sale of the Nuclear Imaging business of $362.8 million during the nine months ended September 29, 2017 , which excluded any potential proceeds from the contingent consideration and reflects a charge of $0.6 million during the three months ended September 29, 2017 primarily as a result of ongoing working capital adjustments associated with the purchase agreement. During the nine months ended September 28, 2018 the Company received a total of $15.0 million in contingent consideration related to the sale of the Nuclear Imaging business, consisting of a $6.0 million cash payment and the issuance of $9.0 million par value non-voting preferred equity certificates. The preferred equity certificates accrue interest at a rate of 10.0% per annum and are redeemable on the retirement date of July 27, 2025, or earlier if elected by the issuer, for cash at a price equal to the par value and any accrued but unpaid interest. The Company recorded tax expense of $1.5 million associated with the $6.0 million contingent consideration cash payment. The $9.0 million in preferred equity certificates is presented as a non-cash investing activity on the unaudited condensed consolidated statement of cash flows. The $13.5 million of contingent consideration received, net of tax, was recorded as income from discontinued operations. The following table summarizes the financial results of the Nuclear Imaging business presented in the unaudited condensed consolidated statements of income: Three Months Ended Nine Months Ended September 29, September 29, Major line items constituting income from discontinued operations: Net sales $ — $ 31.6 Cost of sales — 15.6 Selling, general and administrative expenses — 7.8 Other — (0.2 ) Income from discontinued operations — 8.4 (Loss) gain on divestiture of discontinued operations (0.6 ) 362.8 (Loss) income from discontinued operations, before income taxes (0.6 ) 371.2 Income tax (benefit) expense (0.1 ) 5.2 (Loss) income from discontinued operations, net of income taxes $ (0.5 ) $ 366.0 During the three months ended September 29, 2017 , there was income tax benefit of $0.1 million associated with the $0.6 million loss recognized on divestiture. During the nine months ended September 29, 2017 , there was income tax expense of $0.9 million associated with the $362.8 million gain on divestiture and a $4.3 million income tax expense associated with the $8.4 million income from discontinued operations. The tax impact of the gain recognized on divestiture was favorably impacted by a benefit from permanently deductible items. The Company incurred $0.3 million of capital expenditures related to the Nuclear Imaging business that are included within the unaudited condensed consolidated statements of cash flows for the nine months ended September 29, 2017 . All other notes to the unaudited condensed consolidated financial statements that were impacted by this discontinued operation have been reclassified accordingly. Divestitures PreveLeak/Recothrom: On March 16, 2018, the Company completed the sale of a portion of its Hemostasis business, inclusive of its PreveLeak™ Surgical Sealant ("PreveLeak") and RECOTHROM ® Thrombin topical (Recombinant) ("Recothrom") products to Baxter International, Inc. ("Baxter") for approximately $185.0 million , with a base payment of $153.0 million , inclusive of existing inventory and subject to a closing inventory adjustment, with the remainder in potential future milestones. Baxter assumed other expenses, including contingent liabilities associated with PreveLeak. During the nine months ended September 28, 2018 , the Company recorded a pre-tax loss on the sale of $0.6 million , which excluded any potential proceeds from the attainment of future milestones and reflected a post-sale closing inventory adjustment of $13.7 million . The financial results of the PreveLeak and Recothrom operations are presented within continuing operations as this divestiture did not meet the criteria for discontinued operations presentation. As part of the divestiture and calculation of the gain, the Company wrote off intangible assets of $49.9 million and goodwill of $51.5 million , from the Specialty Brands segment, ascribed to the PreveLeak and Recothrom operations. The remaining items included in the loss calculation are primarily attributable to inventory transferred, contingent consideration transferred and transaction costs incurred by the Company. Intrathecal Therapy: On March 17, 2017, the Company completed the sale of its Intrathecal Therapy business to Piramal Enterprises Limited's subsidiary in the United Kingdom ("U.K."), Piramal Critical Care ("Piramal"), for approximately $203.0 million , including fixed consideration of $171.0 million and contingent consideration of up to $32.0 million . The $171.0 million of fixed consideration consisted of $17.0 million received at closing and a $154.0 million note receivable that was due one year from the transaction closing date. During the nine months ended September 29, 2017 , the Company recorded a pre-tax gain on the sale of the business of $56.6 million , which excluded any potential proceeds from the contingent consideration and reflects a post-sale adjustment of $0.4 million during the three months ended September 29, 2017 . On February 28, 2018, the Company received $154.0 million from Piramal for the settlement of the aforementioned note receivable. The financial results of the Intrathecal Therapy business are presented within continuing operations as this divestiture did not meet the criteria for discontinued operations presentation. As part of the divestiture and calculation of the gain, the Company wrote off intangible assets of $48.7 million and goodwill of $49.8 million , from the Specialty Brands segment, ascribed to the Intrathecal Therapy business. The Company is committed to reimburse up to $7.3 million of product development expenses incurred by Piramal, of which $3.1 million was included in accrued and other current liabilities on the unaudited condensed consolidated balance sheet as of September 28, 2018 |
Acquisitions, License Agreement
Acquisitions, License Agreements and Other Investments | 9 Months Ended |
Sep. 28, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 5. Acquisitions Sucampo Pharmaceuticals, Inc. On February 13, 2018, the Company acquired Sucampo Pharmaceuticals, Inc. ("Sucampo") through the acquisition of all the outstanding common stock of Sucampo. Consideration for the transaction consisted of approximately $1.2 billion , including the assumption of Sucampo's third-party debt ("the Sucampo Acquisition"). The acquisition was funded through the issuance of $600.0 million aggregate principal amount of senior secured notes, a $900.0 million borrowing under the Company's revolving credit facility, as discussed further in Note 12, and cash on hand. Sucampo's commercialized products include Amitiza, a leading global product in the branded constipation market, and Rescula ® (unoprostone isopropyl ophthalmic solution) 0.15% ("Rescula"), which is indicated for ocular hypertension and open-angle glaucoma, and marketed solely in Japan. Through this acquisition, the Company acquired VTS-270, a Phase 3 development product for Niemann-Pick Type C, a rare, neurodegenerative and ultimately fatal disease that can present at any age. Also acquired was an option to exercise a collaborative agreement with Cancer Prevention Pharmaceuticals ("CPP") associated with the development of CPP-1X/sulindac, a Phase 3 development product for Familial Adenomatous Polyposis ("FAP"). Upon completion of the Sucampo Acquisition, Sucampo's 3.25% convertible senior notes due 2021 ("the Sucampo Notes") became eligible to receive increased consideration in conjunction with a make-whole fundamental change, such that each $1,000 principal face amount of Sucampo Notes could be converted into $1,221 in cash. As of September 28, 2018 , the issued convertible debt of $300.0 million had been converted and paid in full by the Company. Fair value allocation The following amounts represent the preliminary allocations of the fair value of the identifiable assets acquired and liabilities assumed for the Sucampo Acquisition, including preliminary goodwill, 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 acquisition. The changes in the purchase price allocation and preliminary goodwill based on the final valuation may include, but are not limited to, finalization of working capital settlements, the impact of U.S. state tax rates in determining the deferred tax balances and changes in assumptions utilized in the preliminary valuation report. Cash and cash equivalents $ 149.6 Accounts receivable 35.7 Inventory 153.2 Intangible assets 919.5 Goodwill 244.7 Other current and non-current assets 25.9 Total assets acquired 1,528.6 Current liabilities 108.3 Deferred tax liabilities, net (non-current) 170.2 Debt 366.3 Other noncurrent liabilities 36.2 Total liabilities assumed 681.0 Net assets acquired $ 847.6 The following is a reconciliation of the total consideration to net assets acquired: Total consideration, net of cash $ 698.0 Plus: cash assumed in acquisition 149.6 Total consideration/net assets acquired $ 847.6 Intangible assets acquired consist of the following: Amount Amortization Period Discount Rate Completed technology - Amitiza $ 634.0 9 years 14.0% Completed technology - Rescula 11.0 8 years 14.0% In-process research and development - VTS-270 274.5 Non-Amortizable 15.0% The fair value of the completed technology and in-process research and development ("IPR&D") was determined using the income approach, which is a valuation technique that provides an estimate of fair value of the assets based on the market participant expectations of cash flows the asset would generate. The cash flows were discounted commensurate with the level of risk associated with each asset or its projected cash flows. The discount rates were developed after assigning a probability of success to achieving the projected cash flows based on the current stage of development, inherent uncertainty in the U.S. Food and Drug Administration ("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 future product development, the assembled workforce, 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 loss included in the Company's results for the periods presented were as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Net sales $ 50.7 $ — $ 124.5 $ — Operating loss (32.2 ) — (99.9 ) — The following was included within cost of sales for the periods presented: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Intangible asset amortization $ 18.0 $ — $ 45.0 $ — Inventory fair value step-up expense 31.0 — 77.5 — Acquisition-related costs incurred for the acquisition of $3.2 million were recognized during the nine months ended September 28, 2018 . Licenses On April 5, 2018 (the "Exercise Date"), the Company exercised the option under its collaborative agreement with CPP to negotiate terms of an exclusive license to develop and commercialize CPP-1X/sulindac in North America. In addition, the Company provided CPP with a $10.0 million upfront R&D payment for expenses related to the FAP pivotal trial incurred during the "Negotiation Period," or the period from the Exercise Date through the execution of such license agreement. CPP shall return to the Company any portion of the R&D payment that is not utilized during the Negotiation Period. Of the $10.0 million upfront payment, $7.3 million was utilized during the nine months ended September 28, 2018 and recorded as R&D expense within the condensed consolidated statement of income. The remaining $2.7 million was included in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet as of September 28, 2018 . On August 4, 2018, the license agreement with CPP was executed and the Company paid $5.0 million upfront with cash on hand and gained exclusive rights to develop and commercialize the product in North America, if approved. The agreement includes additional payments of up to $185.0 million dependent on developmental, regulatory and sales milestones, subject to reduction up to $15.0 million |
Restructuring and Related Charg
Restructuring and Related Charges | 9 Months Ended |
Sep. 28, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | 6. Restructuring and Related Charges In July 2016, the Company's Board of Directors approved a $100.0 million to $125.0 million restructuring program ("the 2016 Mallinckrodt Program") designed to further improve the Company's cost structure as it continues to transform the business. The 2016 Mallinckrodt Program is expected to include actions across both the Specialty Brands segment and the Specialty Generics Disposal Group, as well as within corporate functions. The 2016 Mallinckrodt Program is substantially complete. In February 2018, the Company's Board of Directors approved a $100.0 million to $125.0 million restructuring program ("the 2018 Mallinckrodt Program") that is of similar design as the 2016 Mallinckrodt Program. The utilization of the 2018 Mallinckrodt Program commenced upon substantial completion of the 2016 Mallinckrodt Program. There is no specified time period associated with the 2018 Mallinckrodt Program. In addition to the 2016 and 2018 Mallinckrodt Programs, the Company takes certain restructuring actions to generate synergies from its acquisitions. Net restructuring and related charges reflected in continuing operations by segment are as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Specialty Brands $ 3.2 $ 14.6 $ 73.7 $ 24.1 Corporate 16.4 1.5 27.7 4.3 Restructuring and related charges, net 19.6 16.1 101.4 28.4 Less: accelerated depreciation (4.9 ) (0.7 ) (4.9 ) (2.1 ) Restructuring charges, net $ 14.7 $ 15.4 $ 96.5 $ 26.3 Net restructuring and related charges reflected in continuing operations by program are comprised of the following: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, 2018 Mallinckrodt Program $ 5.2 $ — $ 5.2 $ — 2016 Mallinckrodt Program 9.7 16.1 65.1 28.4 Acquisition programs 4.7 — 31.1 — Total 19.6 16.1 101.4 28.4 Less: non-cash charges, including accelerated depreciation and impairments (4.9 ) (0.7 ) (4.9 ) (2.1 ) Total charges expected to be settled in cash $ 14.7 $ 15.4 $ 96.5 $ 26.3 The following table summarizes cash activity for restructuring reserves reflected in continuing operations, substantially all of which are related to contract termination costs and employee severance and benefits: 2018 Mallinckrodt Program 2016 Mallinckrodt Program Acquisition Programs Total Balance at December 29, 2017 $ — $ 14.1 $ 0.8 $ 14.9 Charges 2.2 68.4 29.9 100.5 Changes in estimate — (3.3 ) (0.7 ) (4.0 ) Cash payments — (11.5 ) (21.9 ) (33.4 ) Reclassifications — (1.0 ) — (1.0 ) Currency translation — 0.7 — 0.7 Balance at September 28, 2018 $ 2.2 $ 67.4 $ 8.1 $ 77.7 Total Company net restructuring and related charges, including associated asset impairments, incurred cumulative-to-date related to the 2018 and 2016 Mallinckrodt Programs were as follows: 2018 Mallinckrodt Program 2016 Mallinckrodt Program Specialty Brands $ 3.0 $ 80.0 Corporate 2.2 26.5 Specialty Generics Disposal Group — 14.4 $ 5.2 $ 120.9 On January 8, 2018, the Company announced that it would discontinue marketing of Raplixa ® after an evaluation of strategic options. During the nine months ended September 29, 2018, the Company incurred restructuring expenses of $48.8 million under the 2016 Mallinckrodt Program, consisting primarily of contract termination costs related to the production of Raplixa. Amounts paid in the future may differ from the amount currently recorded. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company recognized an income tax benefit of $125.2 million on a loss from continuing operations before income taxes of $22.2 million for the three months ended September 28, 2018, and an income tax benefit of $57.8 million on a loss from continuing operations before income taxes of $4.7 million for the three months ended September 29, 2017. This resulted in effective tax rates of 564.0% and 1,229.8% for the three months ended September 28, 2018 and September 29, 2017, respectively. The income tax benefit for the three months ended September 28, 2018 is comprised of $16.1 million of current tax expense and $141.3 million of deferred tax benefit which is predominantly related to acquired intangible assets and the generation of net operating losses. The income tax benefit for the three months ended September 29, 2017 is comprised of $81.4 million of current tax benefit and $23.6 million of deferred tax expense. The net deferred tax expense of $23.6 million includes $50.7 million of deferred tax benefit which is predominantly related to acquired intangible assets offset by $74.3 million of deferred tax expense related to utilization of tax attributes. The Company recognized an income tax benefit of $222.0 million on a loss from continuing operations before income taxes of $190.1 million for the nine months ended September 28, 2018 , and an income tax benefit of $153.4 million on a loss from continuing operations before income taxes of $126.8 million for the nine months ended September 29, 2017 . This resulted in effective tax rates of 116.8% and 121.0% for the nine months ended September 28, 2018 and September 29, 2017 , respectively. The income tax benefit for the nine months ended September 28, 2018 is comprised of $29.2 million of current tax expense and $251.2 million of deferred tax benefit which is predominantly related to acquired intangible assets and the generation of net operating losses. The income tax benefit for the nine months ended September 29, 2017 is comprised of $13.6 million of current tax benefit and $139.8 million of deferred tax benefit. The net deferred tax benefit of $139.8 million includes $241.3 million of deferred tax benefit, which is predominantly related to acquired intangible assets offset by $101.5 million of deferred tax expense related to utilization of tax attributes. The income tax benefit was $125.2 million for the three months ended September 28, 2018 , compared with a tax benefit of $57.8 million for the three months ended September 29, 2017 . The $67.4 million net increase in the tax benefit includes an increase of $82.3 million attributable to the tax benefit from the reorganization of the Company's intercompany financing and associated legal entity ownership which occurred during the three months ended September 28, 2018, an increase of $17.3 million attributable to tax expense from a reorganization of legal entity ownership which occurred during the three months ended September 29, 2017, an increase of $9.1 million attributable to the tax benefit from an adjustment to the provisional estimate of the remeasurement of its net U.S. deferred tax liabilities resulting from U.S. Tax Reform, and an increase in tax benefit of $3.7 million attributable to the impact of acquisitions occurring since September 29, 2017; partially offset by a decrease to tax benefit of $36.7 million attributable to the reduction in the U.S. federal corporate statutory rate resulting from U.S. Tax Reform, and a decrease in tax benefit of $8.3 million attributable to changes in the amount and jurisdictional mix of operating income. The income tax benefit was $222.0 million for the nine months ended September 28, 2018, compared with a tax benefit of $153.4 million for the nine months ended September 29, 2017. The $68.6 million net increase in the tax benefit includes an increase of $82.3 million attributable to the tax benefit from reorganization of the Company's intercompany financing and associated legal entity ownership which occurred during the nine months ended September 28, 2018, an increase of $27.1 million attributable to tax expense from the impact of dispositions predominately occurring during the nine months ended September 29, 2017, an increase of $17.3 million attributable to tax expense from a reorganization of legal entity ownership which occurred during the nine months ended September 29, 2017, an increase in tax benefit of $11.8 million attributable to the impact of acquisitions occurring since September 29, 2017, an increase of $9.1 million attributable to the tax benefit from an adjustment to the provisional estimate of the remeasurement of its net U.S. deferred tax liabilities resulting from U.S. Tax Reform, and an increase in tax benefit of $9.1 million attributable to changes in the amount and jurisdictional mix of operating income; partially offset by a decrease to tax benefit of $70.0 million attributable to the reduction in the U.S. federal corporate statutory rate from U.S. Tax Reform, and a decrease of $18.1 million attributable to tax benefit from the termination of the defined benefit pension plans which occurred during the nine months ended September 29, 2017. During the three months ended September 28, 2018, the Company initiated a reorganization of its intercompany financing and associated legal entity ownership in response to the changing global tax environment. As a result, the Company recognized current income tax expense of $1.0 million and a deferred income tax benefit of $83.3 million with a corresponding reduction to net deferred tax liabilities. The reduction in net deferred tax liabilities is comprised of a $67.0 million increase in deferred tax assets associated with tax loss and credit carryforwards, a $58.9 million increase in deferred tax liabilities associated with its investment in partnership, a $58.9 million decrease in deferred tax liabilities predominately associated with intangible assets and a $16.3 million decrease related to a change in valuation allowances as a result of the utilization of tax loss and credit carryforwards. During the nine months ended September 28, 2018, and the fiscal year ended December 29, 2017, the net cash payments for income taxes were $12.5 million and $73.4 million , respectively. The Sucampo Acquisition resulted in a net deferred tax liability increase of $170.2 million . Significant components of this increase include $179.3 million of deferred tax liabilities associated with intangible assets and a $24.1 million deferred tax liability associated with inventories. The increase in deferred tax liabilities is partially offset by $29.4 million of deferred tax assets associated with tax loss and credit carryforwards, and various other net deferred tax assets of $3.8 million . The sale of a portion of the Hemostasis business, inclusive of the PreveLeak and Recothrom products, was completed on March 16, 2018. This divestiture resulted in a net deferred tax liability decrease of $3.0 million . A significant component of this decrease includes a decrease of $3.0 million of deferred tax liability associated with inventories. In addition, there was a decrease of $1.5 million associated with other deferred tax assets, a decrease of $2.4 million of deferred tax asset associated with tax loss and credit carryforwards, and a decrease of $4.2 million of deferred tax asset associated with intangible assets, all of which were offset by a reduction in valuation allowance of $8.1 million . The Company's unrecognized tax benefits, excluding interest, totaled $192.3 million at September 28, 2018 and $182.5 million at December 29, 2017 . The net increase of $9.8 million primarily resulted from a net increase from prior period tax positions, predominately from acquired companies of $16.6 million , a net decrease from settlements of $2.0 million , and a net decrease from lapse of statute of limitations of $4.8 million . If favorably settled, $179.5 million of unrecognized tax benefits at September 28, 2018 would benefit the effective tax rate, of which up to $20.0 million may be reported in discontinued operations. The total amount of accrued interest related to these obligations was $18.0 million at September 28, 2018 and $7.1 million at December 29, 2017 . It is reasonably possible that within the next twelve months, as a result of the resolution of various U.K. and non-U.K. examinations, appeals and litigation and the expiration of various statutes of limitation, that the unrecognized tax benefits will decrease by up to $34.2 million and the amount of related interest and penalties will decrease by up to $5.7 million . On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the TCJA. The TCJA reduces the U.S. federal corporate statutory rate from 35% to 21%, requires companies to pay a one-time transition tax on certain undistributed earnings of the Company's foreign subsidiaries of U.S. entities and creates new taxes on certain foreign sourced earnings. The Company is applying the guidance in SAB 118 when accounting for the enactment-date effects of the TCJA. At September 28, 2018, the Company has not completed its accounting for all of the tax effects of the TCJA. As discussed below, the Company has recorded provisional estimates for certain provisions where the accounting is incomplete but a reasonable estimate can be made. In other cases, the Company continues to evaluate certain portions of the TCJA and the application of ASC 740 and no adjustments have been made in the unaudited condensed consolidated financial statements. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed. These estimates may also be affected as the Company gains a more thorough understanding of the tax law. During fiscal 2017 the Company recorded a deferred tax benefit of $444.8 million for the provisional estimate of the remeasurement of its net U.S. deferred tax liabilities for the reduction in the U.S. federal corporate statutory tax rate to 21%. The provisional estimate was affected by other analyses related to the TCJA, including, but not limited to, having a U.S. tax return year that straddles the effective date of the statutory rate change and that is different than the Company's financial statement year. During the three and nine months ended September 28, 2018, on the basis of additional analysis related to certain tax calculations, the Company recognized an additional deferred tax benefit of $9.1 million , impacting the effective tax rate by 41.0 and 4.8 percentage points, respectively. The one-time transition tax under the TCJA is based upon the amount of post-1986 cumulative undistributed earnings of certain of the Company's subsidiaries which was deferred from U.S. income tax under previous U.S. law. In fiscal 2017, the Company estimated this item would not result in any current or future tax. For the nine months ended September 28, 2018, no adjustments related to this provisional estimate have been made. While the Company is able to make a reasonable estimate of the impact of the one-time transition tax, additional information will continue to be gathered to finalize this conclusion. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 28, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 8. Earnings per Share Basic earnings per share is computed by dividing net income by the number of weighted-average shares outstanding during the period. Diluted earnings per share is computed using the weighted-average shares outstanding and, if dilutive, potential ordinary shares outstanding during the period. Potential ordinary shares represent the incremental ordinary shares issuable for restricted share units and share option exercises. The Company calculates the dilutive effect of outstanding restricted share units and share options on earnings per share by application of the treasury stock method. 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. The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows ( in millions ): Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Basic 83.2 96.7 84.2 99.5 Dilutive impact of restricted share units and share options 1.8 0.3 1.0 0.3 Diluted 85.0 97.0 85.2 99.8 The computation of diluted weighted-average shares outstanding for both the three and nine months ended September 28, 2018 excludes approximately 3.4 million shares of equity awards because the effect would have been anti-dilutive. The computation of diluted weighted-average shares outstanding for the three and nine months ended September 29, 2017 excludes approximately 4.3 million and 3.6 million |
Inventories
Inventories | 9 Months Ended |
Sep. 28, 2018 | |
Inventory, Net [Abstract] | |
Inventories | 9. Inventories Inventories were comprised of the following at the end of each period: September 28, December 29, Raw materials and supplies $ 22.0 $ 23.7 Work in process 91.3 61.1 Finished goods 30.1 43.9 $ 143.4 $ 128.7 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 28, 2018 | |
Property, Plant and Equipment | |
Property, Plant and Equipment Disclosure | 10. 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: September 28, December 29, 2017 Property, plant and equipment, gross $ 620.9 $ 569.7 Less: accumulated depreciation (181.6 ) (156.5 ) Property, plant and equipment, net $ 439.3 $ 413.2 Depreciation expense for property, plant and equipment was as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Depreciation expense $ 15.1 $ 12.0 $ 38.4 $ 37.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 11. Goodwill and Intangible Assets The gross carrying amount and accumulated impairment of goodwill at the end of each period was as follows: September 28, 2018 December 29, 2017 Gross Carrying Amount Accumulated Impairment Gross Carrying Amount Accumulated Impairment Specialty Brands $ 3,675.4 $ — $ 3,482.7 $ — During the nine months ended September 28, 2018, the gross carrying value of goodwill within the Specialty Brands segment increased by $192.7 million . The increase was attributable to the Sucampo Acquisition, which yielded $244.7 million of goodwill, partially offset by $51.5 million of goodwill ascribed to the sale of a portion of the Company's Hemostasis business, inclusive of the PreveLeak and Recothrom products. The remaining change in goodwill was related to purchase accounting adjustments during the twelve month measurement period for previous acquisitions. Stannsoporfin On May 3, 2018, in a joint meeting, the FDA's Gastrointestinal Drugs Advisory Committee and Pediatric Advisory Committee (the "Advisory Committee") recommended that the risk benefit profile of the Company's stannsoporfin IPR&D product does not support approval for the treatment of newborns ≥35 weeks of gestational age with indicators of hemolysis who are at risk of developing hyperbilirubinemia (severe jaundice). On August 9, 2018, the Company received a complete response letter from the FDA related to its new drug application ("NDA") for stannsoporfin. In the letter, the FDA provided guidance regarding areas of further evaluation for resubmitting the stannsoporfin NDA for the treatment of newborns ≥35 weeks of gestational age with indicators of hemolysis who are at risk of developing hyperbilirubinemia. While the timing of the development program has shifted outward, the Company continues to have conversations with the FDA to determine the best path forward. The Company will continue to assess the impact of any changes to planned revenue or earnings on the fair value of the associated IPR&D asset of $113.5 million included within intangible assets, net on the unaudited condensed consolidated balance sheets as of September 28, 2018 and December 29, 2017. Refer to Note 18 for the associated impact on the Company's contingent consideration liability related to stannsoporfin. VTS-270 VTS-270 is the Company’s development product to treat Niemann-Pick Type C, a complicated, ultra-rare neurodegenerative disease that typically presents in childhood and is ultimately fatal. The results of the Company’s recently completed registration trial for the product did not show a statistically significant separation from placebo. Neither the VTS-270 nor the placebo arm showed disease progression as would be expected for a neurodegenerative condition over 52 weeks of observation. The Company is in the process of evaluating this portion of the study in order to ensure the data was properly captured and of the highest quality. The FDA indicated to the Company at a Type A meeting in August 2018 that their view on the potential approvability will be based on the totality of data, not a single study or endpoint. Accordingly, the Company’s review of the data from the Phase 2b/3 trial, including the longer term open label portion, continues to proceed and is being assessed in combination with several other available data sources. A better understanding of the potential benefit of VTS-270 will emerge as the Company carefully considers the totality of data available and continues to work with the primary investigators and the FDA to determine the best path forward. The Company will continue to assess the impact of any changes to planned revenue or earnings on the fair value of the associated IPR&D asset of $274.5 million included within intangible assets, net on the unaudited condensed consolidated balance sheet as of September 28, 2018. The Company annually tests the indefinite-lived intangible assets for impairment, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable by either a qualitative or income approach. Management relies on a number of qualitative factors when considering a potential impairment such as changes to planned revenue or earnings that could affect significant inputs used to determine the fair value of the indefinite-lived intangible asset. The gross carrying amount and accumulated amortization of intangible assets at the end of each period was as follows: September 28, 2018 December 29, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable: Completed technology $ 10,278.4 $ 2,656.4 $ 9,693.0 $ 2,126.1 Customer relationships 28.7 14.0 29.5 12.2 Trademarks 75.3 13.4 75.5 10.8 Other 8.6 8.6 8.6 8.6 Total $ 10,391.0 $ 2,692.4 $ 9,806.6 $ 2,157.7 Non-Amortizable: Trademarks $ 35.0 $ 35.0 In-process research and development 851.6 577.1 Total $ 886.6 $ 612.1 Intangible asset amortization expense was as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Amortization expense $ 184.2 $ 169.3 $ 544.8 $ 508.4 The estimated aggregate amortization expense on intangible assets owned by the Company is expected to be as follows: Remainder of Fiscal 2018 $ 184.2 Fiscal 2019 737.2 Fiscal 2020 736.9 Fiscal 2021 736.6 Fiscal 2022 609.6 |
Debt
Debt | 9 Months Ended |
Sep. 28, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt Debt was comprised of the following at the end of each period: September 28, 2018 December 29, 2017 Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount and Debt Issuance Costs Current maturities of long-term debt: 3.50% notes due April 2018 $ — $ — $ 300.0 $ 0.2 Term loan due September 2024 12.3 0.2 14.0 0.3 Term loan due February 2025 4.5 0.1 — — ACOA (1) loan due December 2028 0.2 — — — Capital lease obligation and vendor financing agreements — — 0.2 — Total current debt 17.0 0.3 314.2 0.5 Long-term debt: 4.875% notes due April 2020 700.0 3.8 700.0 5.7 Variable-rate receivable securitization due July 2020 225.0 0.5 200.0 0.7 9.50% debentures due May 2022 10.4 — 10.4 — 5.75% notes due August 2022 884.0 8.0 884.0 9.5 8.00% debentures due March 2023 4.4 — 4.4 — 4.75% notes due April 2023 500.2 3.7 526.5 4.5 5.625% notes due October 2023 731.4 8.4 738.0 9.7 Term loan due September 2024 1,601.5 20.7 1,837.2 26.7 Term loan due February 2025 592.5 11.1 — — 5.50% notes due April 2025 692.1 8.0 692.1 9.0 ACOA loan due December 2028 1.6 — — — Revolving credit facility 300.0 4.9 900.0 5.9 Total long-term debt 6,243.1 69.1 6,492.6 71.7 Total debt $ 6,260.1 $ 69.4 $ 6,806.8 $ 72.2 (1) Atlantic Canada Opportunities Agency ("ACOA") In April 2018, $300.0 million of the Company's 3.50% unsecured, fixed-rate notes matured and were repaid with cash on hand. In March 2018, BioVectra entered into an agreement with the ACOA to obtain an interest-free loan of up to $5.0 million Canadian Dollars ("CAD") in exchange for specified investments in Canada. The loan is repayable in equal monthly installments over 10 years starting in January 2019. The Company has the option of prepaying this loan without any penalties. As of September 28, 2018 , the outstanding principal under this agreement was approximately $1.8 million . In February 2018, in conjunction with the Sucampo Acquisition, Mallinckrodt International Finance S.A. ("MIFSA") and Mallinckrodt CB LLC ("MCB") issued a $600.0 million senior secured term loan. The variable-rate loan bears an interest rate of LIBOR plus 300 basis points and was issued with a discount of 25 basis points. The incremental term loan requires quarterly principal amortization payments in an amount equal to 1.00% of the original principal balance of the incremental term loan, and may be reduced by making optional prepayments. The quarterly principal amortization is payable on the last day of each calendar quarter, which commenced on June 30, 2018, with the remaining principal balance due on February 24, 2025. The incremental term loan matures on February 24, 2025 under terms generally consistent with the term loan due September 2024. In January 2018, the Company made a $225.0 million prepayment on its term loan due September 2024. In making this payment, the Company satisfied certain obligations included within external debt agreements to reinvest proceeds from the sale of assets and businesses within one year of the respective transaction or use the proceeds to pay down debt. As of September 28, 2018 , the applicable interest rate and outstanding borrowings on the Company's variable-rate debt instruments were as follows: Applicable interest rate Outstanding borrowings Term loan due September 2024 5.14 % $ 1,613.8 Term loan due February 2025 5.52 % 597.0 Variable-rate receivable securitization 3.16 % 225.0 Revolving credit facility 4.64 % 300.0 As of September 28, 2018 |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 28, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 13. Retirement Plans The net periodic benefit (credit) cost for the Company's defined benefit pension plans was as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Service cost $ 0.1 $ — $ 0.2 $ 1.3 Interest cost 0.2 0.1 0.5 1.7 Expected return on plan assets — — — (0.8 ) Amortization of net actuarial loss 0.1 — 0.4 1.8 Amortization of prior service cost — — 0.1 0.2 Plan settlements (3.4 ) — (3.4 ) 69.7 Net periodic benefit (credit) cost $ (3.0 ) $ 0.1 $ (2.2 ) $ 73.9 The net periodic benefit credit for the Company's postretirement benefit plans was approximately $0.1 million and zero for the three months ended September 28, 2018 and September 29, 2017 , respectively, and $1.1 million and zero for the nine months ended September 28, 2018 and September 29, 2017 , respectively. Of the net periodic benefit (credit) cost for the Company's defined benefit pension plans and postretirement benefit plans, only service costs are included within other employee compensation costs recorded within cost of sales, R&D, and SG&A expenses, while all other components of the net periodic benefit costs are included within other income and expense on the unaudited condensed consolidated statements of income. Pension Plan Termination During the nine months ended September 29, 2017 , the Company completed the third-party settlement of the remaining obligations of six defined benefit pension plans that were terminated during fiscal 2016. In conjunction with this final settlement, the Company made a $61.3 million cash contribution to the terminated plans and recognized a $69.7 million charge, recorded as other income (expense), net within the unaudited condensed consolidated statement of income. During the three months ended September 28, 2018, the Company received a refund of $3.4 million |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 28, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income | 14. Accumulated Other Comprehensive Loss The following summarizes the change in accumulated other comprehensive loss for the nine months ended September 28, 2018 and September 29, 2017 : Currency Translation Unrecognized Loss on Derivatives Unrecognized Loss on Benefit Plans Unrecognized Gain on Investment (1) Accumulated Other Comprehensive Loss (1) Balance at December 29, 2017 $ (8.2 ) $ (4.7 ) $ (1.5 ) $ — $ (14.4 ) Other comprehensive (loss) income before reclassifications (4.1 ) — 4.3 — 0.2 Amounts reclassified from accumulated other comprehensive loss — 0.7 (5.2 ) — (4.5 ) Net current period other comprehensive (loss) income (4.1 ) 0.7 (0.9 ) — (4.3 ) Balance at September 28, 2018 $ (12.3 ) $ (4.0 ) $ (2.4 ) $ — $ (18.7 ) (1) Upon adoption of ASU 2016-01, a reclassification of $1.5 million relating to the unrealized gain on investment resulted in an increase to beginning retained earnings with an offsetting decrease to accumulated other comprehensive loss. See Note 2 for additional details. Currency Translation Unrecognized Loss on Derivatives Unrecognized Loss on Benefit Plans Unrecognized Gain on Investment Accumulated Other Comprehensive Loss Balance at December 30, 2016 $ (19.5 ) $ (5.7 ) $ (47.3 ) $ — $ (72.5 ) Other comprehensive income before reclassifications 17.7 — 5.6 0.1 23.4 Amounts reclassified from accumulated other comprehensive loss (4.7 ) 0.9 39.8 — 36.0 Net current period other comprehensive income 13.0 0.9 45.4 0.1 59.4 Balance at September 29, 2017 $ (6.5 ) $ (4.8 ) $ (1.9 ) $ 0.1 $ (13.1 ) The following summarizes reclassifications from accumulated other comprehensive loss for the nine months ended September 28, 2018 and September 29, 2017 : Amount Reclassified from Accumulated Other Comprehensive Loss Nine Months Ended September 28, September 29, Line Item in the Unaudited Condensed Consolidated Statement of Income Currency translation $ — $ (4.7 ) Income from discontinued operations, net of income taxes Amortization and other of unrealized loss on derivatives 0.7 1.1 Interest expense Income tax provision — (0.2 ) Income tax benefit Net of income taxes 0.7 0.9 Amortization of pension and post-retirement benefit plans: Net actuarial loss 0.4 1.8 (1) Prior service credit (1.5 ) (1.0 ) (1) Divestiture of discontinued operations — (3.1 ) Income from discontinued operations, net of income taxes Plan settlements (4.1 ) 69.7 (1) Total before tax (5.2 ) 67.4 Income tax provision — (27.6 ) Income tax benefit Net of income taxes (5.2 ) 39.8 Total reclassifications for the period $ (4.5 ) $ 36.0 (1) |
Equity
Equity | 9 Months Ended |
Sep. 28, 2018 | |
Equity [Abstract] | |
Equity | 15. Equity On March 16, 2016, the Company's Board of Directors authorized a $350.0 million share repurchase program (the "March 2016 Program"), which was completed during the three months ended March 31, 2017. On March 1, 2017, the Company's Board of Directors authorized an additional $1.0 billion share repurchase program (the "March 2017 Program"), which commenced upon the completion of the March 2016 Program. The March 2017 Program has no expiration date, and the Company currently expects to fully utilize the program. March 2017 Repurchase Program March 2016 Repurchase Program Number of Shares Amount Number of Shares Amount Authorized repurchase amount $ 1,000.0 $ 350.0 Repurchases: Transition Period 2016 (1) — — 1,501,676 84.0 Fiscal 2017 13,490,448 380.6 5,366,741 266.0 Fiscal 2018 3,610,968 55.2 — — Remaining amount available $ 564.2 $ — (1) Represents the period from October 1, 2016 through December 30, 2016. The Company historically reported its results based on a "52-53 week" year ending on the last Friday in September. On May 17, 2016, the Board of Directors of the Company approved a change in the Company's fiscal year end to the last Friday in December from the last Friday in September. The change in fiscal year end became effective for the Company's 2017 fiscal year, which began on December 31, 2016 and ended on December 29, 2017. As a result of the change in fiscal year end, the Company filed a Transition Report on Form 10-Q on February 7, 2017 covering the period from October 1, 2016 through December 30, 2016. |
Guarantees
Guarantees | 9 Months Ended |
Sep. 28, 2018 | |
Guarantees [Abstract] | |
Guarantees | 16. Guarantees In disposing of assets or businesses, the Company has from time to time provided representations, warranties and indemnities to cover various risks and liabilities, including unknown damage to 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 resolutions 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 September 28, 2018 and December 29, 2017 was $14.3 million and $14.9 million , respectively, of which $11.6 million and $12.1 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 September 28, 2018 and December 29, 2017. As of September 28, 2018 , the maximum future payments the Company could be required to make under these indemnification obligations were $70.2 million . The Company was required to pay $30.0 million into an escrow account as collateral to the purchaser, of which $18.5 million and $18.3 million remained in restricted cash, included in long-term other assets on the unaudited condensed consolidated balance sheets at September 28, 2018 and December 29, 2017 , respectively. The Company has recorded liabilities for known indemnification obligations included as part of environmental liabilities, which are discussed in Note 17. The Company is also liable for product performance; however, the Company believes, given the information currently available, that the ultimate resolution of any such claims will not have a material adverse effect on its financial condition, results of operations and cash flows. As of September 28, 2018 , the Company had various other letters of credit, guarantees and surety bonds totaling $22.5 million |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. 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 resolutions are not expected to have a material adverse effect on its financial condition, results of operations and cash flows. Governmental Proceedings Opioid Related Matters Multidistrict Litigation. The Company, along with other opioid manufacturers and often, distributors, has been named in lawsuits brought by various counties, cities, Native American tribes, hospitals, health care clinics, Medicaid managed care organizations, and third-party payers. In general, the lawsuits assert claims of public nuisance, negligence, civil conspiracy, fraud, violations of the Racketeer Influenced and Corrupt Organizations Act ("RICO") or similar state laws, consumer fraud, deceptive trade practices, insurance fraud, unjust enrichment and other common law claims arising from defendants' manufacturing, distribution, marketing and promotion of opioids and seek restitution, damages, injunctive and other relief and attorneys' fees and costs. These lawsuits were originally filed against, or amended to include, the Company in various U.S. District Courts or in state courts with the state court lawsuits subsequently removed to U.S. District Courts. On December 5, 2017, the Judicial Panel in Multidistrict Litigation ("JPML") issued its order establishing a Multidistrict Litigation ("MDL") in the Northern District of Ohio for opioid litigation cases and transferring those cases to the MDL that were originally filed in U.S. District Courts or removed to U.S. District Courts from state court. There are currently 1,275 lawsuits naming the Company that either are in the MDL or are expected to be transferred to the MDL. The Company intends to vigorously defend itself in these matters. State Court Lawsuits. On July 12, 2018, the Commonwealth of Kentucky, through its Attorney General, filed suit in the Madison County Circuit Court in Kentucky against the Company. The lawsuit asserts violations of the Kentucky Consumer Protection Act, Medicaid Fraud Statute and Assistance Program Fraud Statute, asserts claims of public nuisance, fraud, negligence and unjust enrichment, and seeks relief similar to that sought in other state and federal actions. On May 15, 2018, the State of Florida, through its Attorney General, filed suit in the Circuit Court of the Sixth Judicial Circuit in and for Pasco County in Florida against certain opioid distributors and manufacturers, including the Company. The lawsuit asserts violations of the Florida Deceptive and Unfair Trade Practices and RICO, asserts claims of public nuisance and negligence and seeks relief similar to that sought in other state and federal actions. On December 20, 2017, the State of New Mexico, through its Attorney General, amended its lawsuit pending in the First Judicial District Court in the County of Santa Fe against certain opioid distributors and manufacturers, to add the Company. The lawsuit asserts violations of public nuisance laws and the New Mexico Unfair Practices, Medicaid Fraud and Racketeering Acts and seeks relief similar to that sought in other state and federal actions. In addition, the Company is currently named in 88 lawsuits pending in state courts in Alabama (1), Arkansas (1), Connecticut (2), Florida (2), Georgia (1), Illinois (3), Louisiana (2), Maryland (1), Massachusetts (2), Missouri (1), Nevada (1), New Hampshire (8), New York (16), Oklahoma (1), Pennsylvania (10), Tennessee (3), Texas (12), Utah (7), Virginia (12) and West Virginia (2). These state lawsuits are brought on behalf of cities, counties, towns, third party payers, individuals, and hospitals. The lawsuits assert claims and seek damages similar to those sought in the cases pending before the MDL. The Company intends to vigorously defend itself in these state court matters. Investigations. The Company has also received various subpoenas and requests for information related to the distribution, marketing and sale of the Company's opioid products. On July 26, 2017, the Company received a subpoena from the Department of Justice ("DOJ"), on August 24, 2017, the Company received a Civil Investigative Demand ("CID") from the Missouri Attorney General's Office, on September 22, 2017, the Company received a subpoena from the New Hampshire Attorney General's Office, on January 9, 2018, the Company received a subpoena and CID from the Kentucky Attorney General's Office, on January 16, 2018, the Company received a CID from the Attorney General's Office for the State of Washington, on February 5, 2018, the Company received a subpoena from the Attorney General's Office for the State of Alaska, on May 15, 2018, the Company received a CID from the Attorney General's Office for the State of South Carolina, and on September 25, 2018, the Company received a CID from the Attorney General's Office for Puerto Rico. In addition, on January 27, 2018 the Company received a grand jury subpoena from the U.S. Attorneys' Office ("USAO") for the Southern District of Florida for documents related to the Company's distribution, marketing and sale of its oxymorphone generic products. The Company is in the process of responding to these subpoenas and CIDs. The Company has been contacted by the coalition of State Attorneys General investigating the role manufacturers and distributors may have had in contributing to the increased use of opioids in the U.S. On August 2, 2018, Energy and Commerce Committee leaders in the U.S. House of Representatives sent a letter to the Company requesting information about the Company's efforts to monitor its opioid sales for suspicious orders. The Company is in the process of responding to this letter. The Company intends to cooperate fully in these investigations. Since these lawsuits and investigations are in early stages, the Company is unable to predict their outcome or estimate a range of reasonably possible losses. Other Matters Generic Pricing Subpoena. In March 2018, the Company received a grand jury subpoena issued by the U.S. District Court for the Eastern District of Pennsylvania pursuant to which the Antitrust Division of the Department of Justice is seeking documents regarding generic products and pricing, communications with generic competitors and other related matters. The Company is in the process of responding to this subpoena, and the Company intends to cooperate fully in the investigation. SEC Subpoena. In January 2017, the Company received a subpoena from the SEC for documents related to the Company's public statements, filings and other disclosures regarding H.P. Acthar ® Gel sales, profits, promotion and pricing. The Company has responded to this subpoena, and in February 2018, the SEC notified the Company that it had concluded its investigation and that no enforcement action was recommended against the Company. Boston Subpoena. In December 2016, the Company received a subpoena from the USAO for the District of Massachusetts for documents related to the Company's provision of financial and other support to patients, including through charitable foundations, and related matters. The Company is in the process of responding to this subpoena, and the Company intends to cooperate fully in the investigation. Texas Pricing Investigation. In 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 has responded to these requests. Mallinckrodt Inc. v. U.S. Food and Drug Administration and United States of America. In November 2014, the Company filed a Complaint ("the Complaint") in the U.S. District Court for the District of Maryland Greenbelt Division against the FDA and the United States 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"). The Company also sought a temporary restraining order ("TRO") directing the FDA to reinstate the Orange Book AB rating for the Company's Methylphenidate ER products. The court denied the Company's motion for a TRO and in July 2015, the court granted the FDA's motion to dismiss with respect to three of the five counts in the Complaint and granted summary judgment in favor of the FDA with respect to the two remaining counts. The Company appealed the court's decision to the U.S. Court of Appeals for the Fourth Circuit. On October 18, 2016, the FDA initiated proceedings, proposing to withdraw approval of the Company's Abbreviated New Drug Application ("ANDA") for Methylphenidate ER. On October 21, 2016, the United States Court of Appeals for the Fourth Circuit issued an order placing that litigation in abeyance pending the outcome of the withdrawal proceedings. The Company concurrently submitted to the FDA requests for a hearing in the withdrawal proceeding and for an extension of the deadline for submitting documentation supporting the necessity of a hearing. The FDA granted the Company's initial request to extend the deadline, and on February 21, 2017, the FDA suspended the deadline in order to give the Center for Drug Evaluation and Research ("CDER") an opportunity to complete its production of documents. CDER shared an initial set of documents with the Company in June 2017 and a second set of documents in October 2017. Following the Company's receipt of the October tranche of documents from CDER, the Company presented a supplemental document request to CDER to ensure all of its initial document requests were fulfilled, and on February 13, 2018, CDER provided a final set of documents in response to the Company's requests. In April 2018, the Company filed its submission in support of its position in the withdrawal proceedings. A potential outcome of the withdrawal proceedings is that the Company's Methylphenidate ER products may lose their FDA approval. FTC Investigation. In June 2014, Questcor Pharmaceuticals, Inc. ("Questcor") received a subpoena and 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. Subsequently, California, Maryland, Texas, Washington, New York and Alaska (collectively, "the Investigating States") commenced similar investigations focused on whether the transaction violates state antitrust laws. On January 17, 2017, the FTC, all Investigating States (except California) ("the Settling States") and the Company entered into an agreement to resolve this matter for a one-time cash payment of $102.0 million and an agreement to license Synacthen Depot to a third party designated by the FTC for possible development in Infantile Spasms ("IS") and Nephrotic Syndrome ("NS") in the U.S. To facilitate that settlement, a complaint was filed on January 18, 2017, in the U.S. District Court for the District of Columbia. The settlement was approved by the court on January 30, 2017. On July 16, 2017, the Company announced the completion of the U.S. license of both the Synacthen trademark and certain intellectual property associated with Synacthen Depot to West Pharmaceuticals to develop and pursue possible FDA approval of the product in IS and NS. The Company retains the right to develop MNK-1411 (the product formerly described as Synacthen Depot) for all other indications in the U.S. and retains rights to the Synacthen trademark outside the U.S. Therakos Investigation. In March 2014, the USAO for the Eastern District of Pennsylvania requested the production of documents related to an investigation of the U.S. promotion of Therakos' ® drug/device system UVADEX/UVAR XTS and UVADEX/CELLEX (collectively, the "Therakos System"), for indications not approved by the FDA, including treatment of patients with graft versus host disease ("GvHD") and solid organ transplant patients, including pediatric patients. The investigation also includes Therakos' efforts to secure FDA approval for additional uses of, and alleged quality issues relating to, UVADEX/UVAR. In August 2015, the USAO for the Eastern District of Pennsylvania sent Therakos a subsequent request for documents related to the investigation and has since made certain related requests. The Company is in the process of responding to these requests. DEA Investigation. In November 2011 and October 2012, the Company received subpoenas from the U.S. Drug Enforcement Administration ("DEA") requesting production of documents relating to its suspicious order monitoring program for controlled substances. The USAO for the Eastern District of Michigan investigated the possibility that the Company failed to report suspicious orders of controlled substances during the period 2006-2011 in violation of the Controlled Substances Act and its related regulations. The USAO for the Northern District of New York and Office of Chief Counsel for the U.S. DEA investigated the possibility that the Company failed to maintain appropriate records and security measures with respect to manufacturing of certain controlled substances at its Hobart, New York facility during the period 2012-2013. In July 2017, the Company entered into a final settlement with the DEA and the USAOs for the Eastern District of Michigan and the Northern District of New York to settle these investigations. As part of the agreement, the Company paid $35.0 million to resolve all potential claims. Questcor DOJ Investigation. In September 2012, Questcor received a subpoena from the USAO for the Eastern District of Pennsylvania for information relating to its promotional practices related to H.P. Acthar Gel. 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 were participating in the investigation to review Questcor's promotional practices and related matters related to H.P. Acthar Gel. On March 9, 2015, the Company received a "No Action" letter from the SEC regarding its review of the Company's promotional practices related to H.P. Acthar Gel. The Company intends to cooperate fully in the investigation. Patent Litigation Amitiza Patent Litigation: Sun Pharmaceutical Industries, Ltd. and Sun Pharmaceutical Industries, Inc.. In October 2018, Sucampo AG, Sucampo Pharmaceuticals, Inc. and Sucampo Pharma LLC, subsidiaries of the Company, and Takeda Pharmaceutical Company Limited, Takeda Pharmaceuticals USA, Inc., and Takeda Pharmaceuticals America, Inc. (collectively "Takeda," the exclusive licensee under the patents in litigation) filed suit in the U.S. District Court for the District of New Jersey against Sun Pharmaceutical Industries, Ltd. and Sun Pharmaceutical Industries, Inc. (collectively “Sun”) alleging that Sun infringed U.S. Patent Nos. 7,795,312, 8,026,393, 8,097,653, 8,338,639, 8,389,542, 8,748,481 and 8,779,187 following receipt of a September 2018 notice from Sun concerning its submission of an ANDA containing a Paragraph IV patent certification with the FDA for a generic version of Amitiza. The Company intends to vigorously enforce its intellectual property rights relating to Amitiza. Amitiza Patent Litigation: Teva Pharmaceuticals USA, Inc. In September 2017, Sucampo AG and Sucampo Pharmaceuticals, Inc., subsidiaries of the Company, and Takeda filed suit in the U.S. District Court for the District of New Jersey against Teva Pharmaceuticals USA, Inc. ("Teva") alleging that Teva infringed U.S. Patent Nos. 6,414,016, 6,982,283, 7,795,312, 8,026,393, 8,071,613, 8,097,653, 8,338,639, 8,389,542 and 8,748,481 following receipt of an August 2017 notice from Teva concerning its submission of an ANDA containing a Paragraph IV patent certification with the FDA for a generic version of Amitiza. On June 28, 2018, the parties entered into a settlement agreement under which Teva was granted the non-exclusive right to market a competing lubiprostone product in the U.S. under its ANDA on or after January 1, 2023, or earlier under certain circumstances. Amitiza Patent Litigation: Amneal Pharmaceuticals, LLC. In April 2017, Sucampo AG and Sucampo Pharmaceuticals, Inc., subsidiaries of the Company, and Takeda filed suit in the U.S. District Court for the District of New Jersey against Amneal Pharmaceuticals, LLC ("Amneal") alleging that Amneal infringed U.S. Patent Nos. 6,982,283, 8,026,393, 8,097,653, 8,338,639 and 8,389,542 following receipt of a March 2017 notice from Amneal concerning its submission of an ANDA containing a Paragraph IV patent certification with the FDA for a generic version of Amitiza. On June 28, 2018, the parties entered into a settlement agreement under which Amneal was granted the non-exclusive right to market a competing lubiprostone product in the U.S. under its ANDA on or after January 1, 2023, or earlier under certain circumstances. Amitiza Patent Litigation: Par and DRL. Settlement and License Agreements were entered into with Anchen Pharmaceuticals, Inc., Par Pharmaceutical, Inc. and Par Pharmaceutical Companies, Inc. (collectively "Par") and Dr. Reddy's Laboratories, Inc. and Dr. Reddy's Laboratories, Ltd. (collectively "DRL") to settle Paragraph IV patent litigation with each of Par and DRL. Under the terms of the Par settlement dated September 30, 2014, Par was granted a non-exclusive license and right to market a competing generic of Amitiza on or after January 1, 2021, or earlier under certain circumstances. Under the terms of the DRL settlement dated September 14, 2016, DRL was granted a non-exclusive license and right to market a competing generic of Amitiza on or after January 1, 2023, or earlier under certain circumstances. Inomax Patent Litigation: Praxair Distribution, Inc. and Praxair, Inc. (collectively "Praxair"). In February 2015, INO Therapeutics LLC and Ikaria, Inc., subsidiaries of the Company, filed suit in the U.S. District Court for the District of Delaware against Praxair following receipt of a January 2015 notice from Praxair concerning its submission of an ANDA containing a Paragraph IV patent certification with the FDA for a generic version of Inomax ® . In July 2016, the Company filed a second suit against Praxair in the U.S. District Court for the District of Delaware following receipt of a Paragraph IV notice concerning three additional patents recently added to the FDA Orange Book that was submitted by Praxair regarding its ANDA for a generic version of Inomax. The infringement claims in the second suit have been added to the original suit. In September 2016, the Company filed a third suit against Praxair in the U.S. District Court for the District of Delaware following receipt of a Paragraph IV notice concerning a fourth patent recently added to the FDA Orange Book that was submitted by Praxair regarding its ANDA for a generic version of Inomax. The Company intends to vigorously enforce its intellectual property rights relating to Inomax in the Praxair litigation to prevent the marketing of infringing generic products prior to the expiration of the patents covering Inomax. Trial of the suit filed in February 2015 was held in March 2017 and a decision was rendered September 5, 2017 that ruled five patents invalid and six patents not infringed. The Company has appealed the decision to the Court of Appeals for the Federal Circuit. Praxair received FDA approval of their ANDA for their Noxivent nitric oxide and clearance of their 510(k) for their NOxBOXi device on October 2, 2018. An adverse outcome in the appeal of the Praxair litigation decision (or a decision by Praxair to launch at-risk prior to the appellate decision) could result in the launch of a generic version of Inomax before the expiration of the last of the listed patents on May 3, 2036 (November 3, 2036 including pediatric exclusivity), which could adversely affect the Company's ability to successfully maximize the value of Inomax and have an adverse effect on its financial condition, results of operations and cash flows. Inomax Patents: IPR Proceedings. In February 2015 and March 2015, the U.S. Patent and Trademark Office ("USPTO") issued Notices of Filing Dates Accorded to Petitions for IPR petitions filed by Praxair Distribution, Inc. concerning ten patents covering Inomax (i.e., five patents expiring in 2029 and five patents expiring in 2031). In July 2015 the USPTO Patent Trial and Appeal Board ("PTAB") issued rulings denying the institution of four of the five IPR petitions challenging the five patents expiring in 2029. The PTAB also issued a ruling in July 2015 that instituted the IPR proceeding in the fifth of this group of patents and the PTAB ruled in July 2016 that one claim of this patent survived review and is valid while the remaining claims were unpatentable. The Company believed the claim held valid by the PTAB describes and encompasses a manner in which Inomax is distributed in conjunction with its approved labeling and that Praxair infringes that claim. Praxair filed an appeal and Mallinckrodt filed a cross-appeal of this decision to the Court of Appeals for the Federal Circuit. Oral argument of that appeal occurred in January 2018. The Federal Circuit decision was issued May 16, 2018 and held all claims unpatentable (invalid). In March 2016, Praxair Distribution, Inc. submitted additional IPR petitions for the five patents expiring in 2029. The PTAB issued non-appealable rulings in August and September 2016 denying institution of all five of these additional IPR petitions. In September 2015 the USPTO PTAB issued rulings that instituted the IPR proceedings in each of the second set of five patents that expire in 2031. In September 2016 the PTAB ruled that all claims in the five patents expiring in 2031 are patentable. Ofirmev Patent Litigation: Aurobindo Pharma U.S.A., Inc . In December 2017, Mallinckrodt Hospital Products Inc. and Mallinckrodt IP Unlimited Group, subsidiaries of the Company, and New Pharmatop L.P. ("Pharmatop"), the current owner of the two U.S. patents licensed exclusively by the Company, filed suit in the U.S. District Court for the District of Delaware against Aurobindo Pharma U.S.A., Inc. ("Aurobindo") alleging that Aurobindo infringed U.S. Patent No. 6,992,218 ("the '218 patent"), U.S. Patent No. 9,399,012 ("the '012 patent") and U.S. Patent No. 9,610,265 ("the '265 patent") following receipt of a November 2017 notice from Aurobindo concerning its submission of an ANDA, containing a Paragraph IV patent certification with the FDA for a competing version of Ofirmev ® . On May 7, 2018 the parties entered into a settlement agreement under which Aurobindo was granted the non-exclusive right to market a competing intravenous acetaminophen product in the U.S. under its ANDA on or after December 6, 2020, or earlier under certain circumstances. Ofirmev Patent Litigation: B. Braun Medical Inc. In April 2017, Mallinckrodt Hospital Products Inc. and Mallinckrodt IP, subsidiaries of the Company, and Pharmatop, the then owner of the two U.S. patents licensed exclusively by the Company, filed suit in the U.S. District Court for the District of Delaware against B. Braun Medical Inc. ("B. Braun") alleging that B. Braun infringed the '218 patent and the '012 patent following receipt of a February 2017 notice from B. Braun concerning its submission of a New Drug Application ("NDA"), containing a Paragraph IV patent certification with the FDA for a competing version of Ofirmev. On October 3, 2018, the parties entered into a settlement agreement under which B. Braun was granted the non-exclusive right to market a competing intravenous acetaminophen product in the U.S. under its ANDA on or after December 6, 2020, or earlier under certain circumstances. Ofirmev Patent Litigation: InnoPharma Licensing LLC and InnoPharma, Inc. In September 2014, Cadence Pharmaceuticals, Inc. ("Cadence") and Mallinckrodt IP, subsidiaries of the Company, and Pharmatop, the then owner of the two U.S. patents licensed exclusively by the Company, filed suit in the U.S. District Court for the District of Delaware against InnoPharma Licensing LLC and InnoPharma, Inc. (both are subsidiaries of Pfizer and collectively "InnoPharma") alleging that InnoPharma infringed U.S. Patent Nos. 6,028,222 ("the '222 patent") and 6,992,218 ("the '218 patent"). Separately, on December 1, 2016 Mallinckrodt IP Filed suit in the U.S. District Court for the District of Delaware against InnoPharma alleging that InnoPharma infringed the '012 patent. On May 4, 2017 the parties entered into settlement agreements on both suits under which InnoPharma was granted the non-exclusive right to market a competing intravenous acetaminophen product in the U.S. under its NDA on or after December 6, 2020, or earlier under certain circumstances. Ofirmev Patent Litigation: Agila Specialties Private Limited, Inc. (now Mylan Laboratories Ltd.) and Agila Specialties Inc. (a Mylan Inc. Group), (collectively "Agila"). In December 2014, Cadence and Mallinckrodt IP, subsidiaries of the Company, and Pharmatop filed suit in the U.S. District Court for the District of Delaware against Agila alleging that Agila infringed the '222 and the '218 patents. Separately, on December 1, 2016 Mallinckrodt IP filed suit in the U.S. District Court for the District of Delaware against Agila alleging that Agila infringed the '012 patent. On December 31, 2016, the parties entered into settlement agreements on both suits under which Agila was granted the non-exclusive right to market a competing intravenous acetaminophen product in the U.S. under its NDA on or after December 6, 2020, or earlier under certain circumstances. The Company has successfully asserted the '222 and '218 patents and maintained their validity in both litigation and proceedings at the USPTO. The Company will continue to vigorously enforce its intellectual property rights relating to Ofirmev to prevent the marketing of infringing generic or competing products prior to December 6, 2020, which, if unsuccessful, 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. Tyco Healthcare Group LP, et al. v. Mutual Pharmaceutical Group, 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 ANDA to the FDA seeking to sell a generic version of the Company's 7.5 mg RESTORIL™ sleep aid product. Mutual also filed antitrust and unfair competition counterclaims. The patents at issue have since expired or been found invalid. In March 2017, the parties entered into a settlement agreement regarding the antitrust and unfair competition counterclaims and the case was dismissed. Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals Ireland v. Mallinckrodt PLC, Mallinckrodt Inc. and Mallinckrodt LLC. In January 2018, Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals Ireland (collectively, "Jazz") filed suit in the U.S. District Court for the District of New Jersey against the Company alleging that the Company infringed U.S. Patent Nos. 7,668,730, 7,765,106, 7,765,107, 7,895,059, 8,457,988, 8,589,182, 8,731,963, 8,772,306, 9,050,302, and 9,486,426 following receipt of a November 2017 notice from the Company concerning its submission of an ANDA, containing a Paragraph IV patent certification with the FDA for a competing version of Xyrem. On June 4, 2018, the parties entered into a settlement agreement under which the Company was granted the non-exclusive right to market a competing sodium oxybate product in the U.S. under its ANDA on or after December 31, 2025, or earlier under certain circumstances. Shire Development LLC, Shire LLC and Shire US, Inc. v. SpecGx LLC. In May 2018, Shire Development LLC, Shire LLC and Shire US, Inc. (collectively “Shire”) filed suit in the U.S. District Court for the District of Delaware against the Company alleging that the Company infringed U.S. Patent Nos. 6,913,768, 8,846,100, and 9,173,857 following receipt of an April 2018 notice from the Company concerning its submission of an ANDA, containing a Paragraph IV patent certification with the FDA for a competing version of Mydayis. The Company intends to vigorously defend its position. Commercial and Securities Litigation Grifols. On March 13, 2018, Grifols initiated arbitration against the Company, alleging breach of a Manufacturing and Supply Agreement entered into between the Company's predecessor-in-interest, Cadence Pharmaceuticals Inc., and Grifols. Mallinckrodt intends to vigorously defend itself in this matter. Putative Class Action Litigation (MSP) . On October 30, 2017, a putative class action lawsuit was filed against the Company and United BioSource Corporation ("UBC") in the U.S. District Court for the Central District of California. The case is captioned MSP Recovery Claims, Series II LLC, et al. v. Mallinckrodt ARD, Inc., et al. The complaint purports to be brought on behalf of two classes: all Medicare Advantage Organizations and related entities in the U.S. who purchased or provided reimbursement for H.P. Acthar Gel pursuant to (i) Medicare Part C contracts (Class 1) and (ii) Medicare Part D contracts (Class 2) since January 1, 2011, with certain exclusions. The complaint alleges that the Company engaged in anticompetitive, unfair, and deceptive acts to artificially raise and maintain the price of H.P. Acthar Gel. To this end, the complaint alleges that the Company unlawfully maintained a monopoly in a purported ACTH product market by acquiring the U.S. rights to Synacthen Depot and reaching anti-competitive agreements with the other defendants by selling H.P. Acthar Gel through an exclusive distribution network. The complaint purports to allege claims under federal and state antitrust laws and state unfair competition and unfair trade practice laws. Pursuant to a motion filed by defendants, this case has been transferred to the U.S. District Court for the Northern District of Illinois. The Company intends to vigorously defend itself in this matter. Putative Class Action Litigation . On April 6, 2017, a putative class action lawsuit was filed against the Company and UBC in the U.S. District Court for the Northern District of Illinois. The case is captioned City of Rockford v. Mallinckrodt ARD, Inc., et al. The complaint was subsequently amended, most recently on December 8, 2017, to include an additional named plaintiff and additional defendants. As amended, the complaint purports to be brought on behalf of all self-funded entities in the U.S. and its Territories, excluding any Medicare Advantage Organizations, related entities and certain others, that paid for H.P. Acthar Gel from August 2007 to the present. The lawsuit alleges that the Company engaged in anticompetitive, unfair, and deceptive acts to artificially raise and maintain the price of H.P. Acthar Gel. To this end, the suit alleges that the Company unlawfully maintained a monopoly in a purported ACTH product market by acquiring the U.S. rights to Synacthen Depot; conspired with UBC and violated anti-racketeering laws by selling H.P. Acthar Gel through an exclusive distributor; and committed fraud on consumers by failing to correctly identify H.P. Acthar Gel's active ingredient on package inserts. The Company intends to vigorously defend itself in this matter. Employee Stock Purchase Plan Securities Litigation. On July 20, 2017, a purported purchaser of Mallinckrodt stock through Mallinckrodt's Employee Stock Purchase Plans ("ESPPs"), filed a derivative lawsuit |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 18. 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: September 28, Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Debt and equity securities held in rabbi trusts $ 35.3 $ 24.5 $ 10.8 $ — Equity securities — — — — Foreign exchange forward and option contracts — — — — $ 35.3 $ 24.5 $ 10.8 $ — Liabilities: Deferred compensation liabilities $ 41.7 $ — $ 41.7 $ — Contingent consideration and acquired contingent liabilities 167.3 — — 167.3 Foreign exchange forward and option contracts 0.1 0.1 — — $ 209.1 $ 0.1 $ 41.7 $ 167.3 December 29, Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Debt and equity securities held in rabbi trusts $ 35.4 $ 24.0 $ 11.4 $ — Equity securities 22.7 22.7 — — Foreign exchange forward and option contracts 0.1 0.1 — — $ 58.2 $ 46.8 $ 11.4 $ — Liabilities: Deferred compensation liabilities $ 42.7 $ — $ 42.7 $ — Contingent consideration and acquired contingent liabilities 246.4 — — 246.4 Foreign exchange forward and option contracts 0.1 0.1 — — $ 289.2 $ 0.1 $ 42.7 $ 246.4 Debt and equity securities held in rabbi trusts. Debt securities held in 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 rabbi trusts primarily consist of U.S. common stocks, which are valued using quoted market prices reported on nationally recognized securities exchanges. Equity securities . Equity securities consist of shares in Mesoblast Limited, for which quoted prices are available in an active market; therefore, the investment is classified as level 1 and is valued based on quoted market prices reported on a nationally recognized securities exchange. During the nine months ended September 28, 2018 , the Company's remaining shares were sold for gross proceeds of $25.5 million resulting in a $3.4 million gain being recognized within other income (expense), net within the unaudited condensed consolidated statement of income. 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. Contingent consideration and acquired contingent liabilities. The Company maintains various contingent consideration and acquired contingent liabilities associated with the acquisitions of Questcor, Stratatech Corporation ("Stratatech"), and Ocera Therapeutics, Inc. ("Ocera"). The contingent liability associated with the acquisition of Questcor pertains to the Company's license agreement with Novartis AG and Novartis Pharma AG (collectively "Novartis") related to the development product MNK-1411. During the nine months ended September 28, 2018 , the Company paid the required annual payment of $25.0 million related to the license of development product MNK-1411 from Novartis. The fair value of the remaining contingent payments was measured based on the net present value of a probability-weighted assessment. As of September 28, 2018 , the total remaining payments under the license agreement shall not exceed $115.0 million . The Company determined the fair value of the contingent consideration associated with the acquisition of Questcor to be $86.7 million and $111.8 million as of September 28, 2018 and December 29, 2017, respectively. As part of the acquisition of a development program from Stratatech in August 2016, the Company provided contingent consideration to the prior shareholders of Stratatech, primarily in the form of regulatory filing and approval milestones associated with the deep partial thickness and full thickness indications associated with StrataGraft ® . The Company assesses the likelihood of and timing of making such payments. The fair value of the contingent payments was measured based on the net present value of a probability-weighted assessment. The Company determined the fair value of the contingent consideration associated with the acquisition of Stratatech to be $56.9 million and $53.5 million as of September 28, 2018 and December 29, 2017, respectively. As part of the acquisition of Ocera in December 2017, the Company provided contingent consideration to the prior shareholders of Ocera in the form of both patient enrollment clinical study milestones for MNK-6105 and MNK-6106 (previously referred to collectively as OCR-002), which represent the intravenous ("IV") and Oral formulations, respectively, and sales-based milestones associated with MNK-6105 and MNK-6106. The Company determined the fair value of the contingent consideration based on an option pricing model to be $23.7 million and $22.0 million as of September 28, 2018 and December 29, 2017, respectively. Prior to September 28, 2018, the Company maintained various contingent consideration and acquired contingent liabilities associated with the acquisitions of three commercial stage topical hemostasis drugs from the Medicines Company ("the Hemostasis Acquisition") and InfaCare Pharmaceutical Corporation ("InfaCare"). As part of the Hemostasis Acquisition in February 2016, the Company provided contingent consideration to The Medicines Company in the form of sales based milestones associated with Raplixa and PreveLeak, and acquired contingent liabilities associated with The Medicines Company's prior acquisitions of the aforementioned products. The Company determined the fair value of the contingent consideration and acquired contingent liabilities based on an option pricing model to be $7.0 million and $17.1 million at December 29, 2017, respectively. The Company paid $12.0 million related to the FDA approval of PreveLeak during the three months ended March 30, 2018. On March 16, 2018, the Company sold a portion of the Hemostasis business, inclusive of the Recothrom and PreveLeak products to Baxter and the remaining contingent consideration liability balance of $12.1 million was transferred upon sale. As part of the acquisition of InfaCare in September 2017, the Company provided contingent consideration to the prior shareholders of InfaCare in the form of both regulatory approval milestones for full-term and pre-term neonates for stannsoporfin and sales-based milestones associated with stannsoporfin. Due to recent developments and discussions with the FDA, as discussed in further detail in Note 11, the timing of the development program is expected to shift outward. During the three and nine months ended September 28, 2018, the Company recognized a $7.0 million and $35.0 million fair value adjustment due to this shift in timing and its impact on the achievement of milestones per the purchase agreement. The fair value of the contingent consideration is zero after the aforementioned adjustments as of September 28, 2018. The fair value of the contingent consideration based on an option pricing model was determined to be $35.0 million as of December 29, 2017. Of the total fair value of the contingent consideration of $167.3 million , $52.8 million was classified as current and $114.5 million was classified as non-current in the unaudited condensed consolidated balance sheet as of September 28, 2018 . The following table summarizes the fiscal 2018 activity for contingent consideration: Balance at December 29, 2017 $ 246.4 Disposal of business (12.1 ) Payments (37.0 ) Accretion expense 3.3 Fair value adjustments (33.3 ) Balance at September 28, 2018 $ 167.3 Financial Instruments Not Measured at Fair Value The following methods and assumptions were used by the Company in estimating fair values for financial instruments not measured at fair value as of September 28, 2018 and December 29, 2017: • The carrying amounts of cash and cash equivalents, accounts receivable, notes 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 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 $18.5 million and $18.3 million as of September 28, 2018 and December 29, 2017 , (level 1), respectively, which was included in prepaid expenses and other current assets and other assets on the unaudited condensed consolidated balance sheets. • The Company received a portion of consideration as part of contingent earn-out payments related to the sale of the Nuclear Imaging business in the form of preferred equity certificates during the nine months ended September 28, 2018. These securities are classified as held-to-maturity and are carried at amortized cost, which approximates fair value, of $9.0 million at September 28, 2018 (level 3). These securities are included in 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 $66.1 million and $67.0 million at September 28, 2018 and December 29, 2017 , respectively. These contracts are included in other assets on the unaudited condensed consolidated balance sheets. • The carrying value of the Company's revolving credit facility and variable-rate receivable securitization approximates fair value due to the short-term nature of these instruments (level 1). The Company's 3.50% , 4.875% , 5.75% , 4.75% , 5.625% , and 5.50% notes are classified as level 1, as quoted prices are available in an active market for these notes. Since the quoted market prices for the Company's term loans and 9.50% and 8.00% debentures are not available in an active market, they are classified as level 2 for purposes of developing an estimate of fair value. The fair value of the ACOA loan is based on the present value of future cash flows under the terms of the agreement (level 3) with future cash flows and interest rates as significant assumptions. The following table presents the carrying values and estimated fair values of the Company's debt, excluding capital leases, as of the end of each period: September 28, 2018 December 29, 2017 Carrying Value Fair Value Carrying Value Fair Value Level 1 3.50% notes due April 2018 $ — $ — $ 300.0 $ 299.1 4.875% notes due April 2020 700.0 694.7 700.0 675.2 Variable-rate receivable securitization due July 2020 225.0 225.0 200.0 200.0 5.75% notes due August 2022 884.0 815.9 884.0 804.8 4.75% notes due April 2023 500.2 427.7 526.5 412.4 5.625% notes due October 2023 731.4 648.6 738.0 628.8 5.50% notes due April 2025 692.1 583.9 692.1 564.5 Revolving credit facility 300.0 300.0 900.0 900.0 Level 2 9.50% debentures due May 2022 10.4 11.0 10.4 10.9 8.00% debentures due March 2023 4.4 4.5 4.4 4.4 Term loan due September 2024 1,613.8 1,605.5 1,851.2 1,848.7 Term loan due February 2025 597.0 596.8 — — Level 3 ACOA loan due December 2028 1.8 1.8 — — Total debt $ 6,260.1 $ 5,915.4 $ 6,806.6 $ 6,348.8 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 10.0% or more of the Company's total net sales: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, CuraScript, Inc. 44.9 % 55.2 % 46.1 % 55.7 % The following table shows accounts receivable attributable to distributors that accounted for 10.0% or more of the Company's gross accounts receivable at the end of each period: September 28, December 29, CuraScript, Inc. 30.8 % 33.8 % The following table shows net sales attributable to products that accounted for 10.0% or more of the Company's total net sales: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, H.P. Acthar Gel 45.3 % 51.4 % 44.8 % 51.1 % Inomax 20.8 % 20.9 % 21.9 % 21.6 % Ofirmev 13.6 % 12.6 % 13.8 % 12.8 % |
Segment Data
Segment Data | 9 Months Ended |
Sep. 28, 2018 | |
Segment Reporting [Abstract] | |
Segment Data | 19. Segment Data The Company's continuing operations are limited to the results of operations from the Specialty Brands segment as the Specialty Generics Disposal Group is reported as a discontinued operation. See Note 4 for further details on the Specialty Generics Disposal Group. Selected information for the reportable segment is as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Net sales: Specialty Brands $ 640.0 $ 600.6 $ 1,844.3 $ 1,760.7 Operating income: Specialty Brands $ 287.8 $ 314.8 $ 794.0 $ 851.8 Unallocated amounts: Corporate and unallocated expenses (1) (28.0 ) (45.8 ) (81.9 ) (95.0 ) Intangible asset amortization (184.2 ) (169.3 ) (544.8 ) (508.4 ) Restructuring and related charges, net (2) (19.6 ) (16.1 ) (101.4 ) (28.4 ) Operating income $ 56.0 $ 83.6 $ 65.9 $ 220.0 (1) Includes administration expenses and certain compensation, legal, environmental and other costs not charged to the Company's reportable segment. (2) Includes restructuring-related accelerated depreciation. Net sales by product family within the Company's reportable segment is as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, H.P. Acthar Gel $ 290.1 $ 308.7 $ 827.1 $ 899.9 Inomax 133.2 125.7 404.0 379.6 Ofirmev 87.1 75.4 254.7 224.5 Therakos 60.0 55.3 174.2 157.7 Amitiza (1) 48.2 — 119.2 — BioVectra 13.9 16.0 35.7 36.4 Other 7.5 19.5 29.4 62.6 Net sales $ 640.0 $ 600.6 $ 1,844.3 $ 1,760.7 (1) |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 28, 2018 | |
Condensed Consolidating Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | 20. Condensed Consolidating Financial Statements MIFSA, an indirectly 100% -owned subsidiary of Mallinckrodt plc, is the borrower under the 3.50% notes due April 2018, which were paid in full in April 2018, and the 4.75% notes due April 2023 (collectively, "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 on the following pages are the condensed consolidating financial statements for the three and nine months ended September 28, 2018 and September 29, 2017 , and as of September 28, 2018 and December 29, 2017 . Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among Mallinckrodt plc, MIFSA and other subsidiaries. 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 September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 0.3 $ 151.3 $ 139.1 $ — $ 290.7 Accounts receivable, net — — 349.6 — 349.6 Inventories — — 143.4 — 143.4 Prepaid expenses and other current assets 3.3 0.2 114.2 — 117.7 Notes receivable — — — — — Current assets held for sale — — 1,136.8 — 1,136.8 Intercompany receivables 192.0 52.2 353.5 (597.7 ) — Total current assets 195.6 203.7 2,236.6 (597.7 ) 2,038.2 Property, plant and equipment, net — — 439.3 — 439.3 Goodwill — — 3,675.4 — 3,675.4 Intangible assets, net — — 8,585.2 — 8,585.2 Investment in subsidiaries 6,194.4 29,157.0 11,964.2 (47,315.6 ) — Intercompany loans receivable 504.0 — 13,073.8 (13,577.8 ) — Other assets — — 170.5 — 170.5 Total Assets $ 6,894.0 $ 29,360.7 $ 40,145.0 $ (61,491.1 ) $ 14,908.6 Liabilities and Shareholders' Equity Current Liabilities: Current maturities of long-term debt $ — $ 16.5 $ 0.2 $ — $ 16.7 Accounts payable 0.1 0.1 76.4 — 76.6 Accrued payroll and payroll-related costs — — 89.0 — 89.0 Accrued interest — 76.2 0.8 — 77.0 Income taxes payable — — 43.4 — 43.4 Accrued and other current liabilities 1.6 0.4 435.5 — 437.5 Current liabilities held for sale — — 182.4 — 182.4 Intercompany payables 288.7 19.4 289.6 (597.7 ) — Total current liabilities 290.4 112.6 1,117.3 (597.7 ) 922.6 Long-term debt — 3,698.3 2,475.7 — 6,174.0 Pension and postretirement benefits — — 65.2 — 65.2 Environmental liabilities — — 49.8 — 49.8 Deferred income taxes — — 668.9 — 668.9 Other income tax liabilities — — 127.6 — 127.6 Intercompany loans payable — 13,577.8 — (13,577.8 ) — Other liabilities — 7.8 289.1 — 296.9 Total Liabilities 290.4 17,396.5 4,793.6 (14,175.5 ) 8,305.0 Shareholders' Equity 6,603.6 11,964.2 35,351.4 (47,315.6 ) 6,603.6 Total Liabilities and Shareholders' Equity $ 6,894.0 $ 29,360.7 $ 40,145.0 $ (61,491.1 ) $ 14,908.6 MALLINCKRODT PLC CONDENSED CONSOLIDATING BALANCE SHEET As of December 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 0.7 $ 908.8 $ 351.4 $ — $ 1,260.9 Accounts receivable, net — — 275.4 — 275.4 Inventories — — 128.7 — 128.7 Prepaid expenses and other current assets 1.0 0.2 73.5 — 74.7 Notes receivable — — 154.0 — 154.0 Current assets held for sale — — 391.5 — 391.5 Intercompany receivables 70.0 173.4 831.4 (1,074.8 ) — Total current assets 71.7 1,082.4 2,205.9 (1,074.8 ) 2,285.2 Property, plant and equipment, net — — 413.2 — 413.2 Goodwill — — 3,482.7 — 3,482.7 Intangible assets, net — — 8,261.0 — 8,261.0 Long-term assets held for sale — — 742.7 — 742.7 Investment in subsidiaries 6,551.6 23,217.8 12,356.2 (42,125.6 ) — Intercompany loans receivable 593.1 — 4,664.8 (5,257.9 ) — Other assets — — 156.2 — 156.2 Total Assets $ 7,216.4 $ 24,300.2 $ 32,282.7 $ (48,458.3 ) $ 15,341.0 Liabilities and Shareholders' Equity Current Liabilities: Current maturities of long-term debt $ — $ 313.5 $ 0.2 $ — $ 313.7 Accounts payable 0.1 — 77.2 — 77.3 Accrued payroll and payroll-related costs — — 78.4 — 78.4 Accrued interest — 53.0 4.0 — 57.0 Income taxes payable — — 15.5 — 15.5 Accrued and other current liabilities 0.8 0.4 367.3 — 368.5 Current liabilities held for sale — — 140.0 — 140.0 Intercompany payables 693.5 104.6 276.7 (1,074.8 ) — Total current liabilities 694.4 471.5 959.3 (1,074.8 ) 1,050.4 Long-term debt — 6,206.8 214.1 — 6,420.9 Pension and postretirement benefits — — 67.1 — 67.1 Environmental liabilities — — 62.8 — 62.8 Deferred income taxes — — 749.1 — 749.1 Other income tax liabilities — — 94.1 — 94.1 Long-term liabilities held for sale — — 22.6 — 22.6 Intercompany loans payable — 5,257.9 — (5,257.9 ) — Other liabilities — 7.8 344.2 — 352.0 Total Liabilities 694.4 11,944.0 2,513.3 (6,332.7 ) 8,819.0 Shareholders' Equity 6,522.0 12,356.2 29,769.4 (42,125.6 ) 6,522.0 Total Liabilities and Shareholders' Equity $ 7,216.4 $ 24,300.2 $ 32,282.7 $ (48,458.3 ) $ 15,341.0 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the three months ended September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 640.0 $ — $ 640.0 Cost of sales 0.7 — 325.5 — 326.2 Gross (loss) profit (0.7 ) — 314.5 — 313.8 Selling, general and administrative expenses 12.4 0.1 151.5 — 164.0 Research and development expenses 1.6 — 76.9 — 78.5 Restructuring charges, net — — 14.7 — 14.7 Losses on divestiture — — 0.6 — 0.6 Operating (loss) income (14.7 ) (0.1 ) 70.8 — 56.0 Interest expense (1.6 ) (112.0 ) (257.4 ) 277.4 (93.6 ) Interest income 2.4 249.6 27.4 (277.4 ) 2.0 Other income (expense), net 2.3 (156.8 ) 167.9 — 13.4 Intercompany fees (3.5 ) (0.1 ) 3.6 — — Equity in net income of subsidiaries 127.8 238.9 221.9 (588.6 ) — Income (loss) from continuing operations before income taxes 112.7 219.5 234.2 (588.6 ) (22.2 ) Income tax benefit (1.1 ) (2.4 ) (121.7 ) — (125.2 ) Income from continuing operations 113.8 221.9 355.9 (588.6 ) 103.0 Income from discontinued operations, net of income taxes — — 10.8 — 10.8 Net income 113.8 221.9 366.7 (588.6 ) 113.8 Other comprehensive income, net of tax 3.0 3.0 5.8 (8.8 ) 3.0 Comprehensive income $ 116.8 $ 224.9 $ 372.5 $ (597.4 ) $ 116.8 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the three months ended September 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 600.6 $ — $ 600.6 Cost of sales 0.9 — 267.1 — 268.0 Gross (loss) profit (0.9 ) — 333.5 — 332.6 Selling, general and administrative expenses 13.4 0.2 172.7 — 186.3 Research and development expenses 1.8 — 45.1 — 46.9 Restructuring charges, net — — 15.4 — 15.4 Losses on divestiture — — 0.4 — 0.4 Operating (loss) income (16.1 ) (0.2 ) 99.9 — 83.6 Interest expense (3.3 ) (90.9 ) (19.0 ) 20.6 (92.6 ) Interest income 2.2 0.4 19.3 (20.6 ) 1.3 Other income (expense), net 1.4 1.7 (0.1 ) — 3.0 Intercompany fees (4.3 ) — 4.3 — — Equity in net income of subsidiaries 82.4 261.8 174.7 (518.9 ) — Income (loss) from continuing operations before income taxes 62.3 172.8 279.1 (518.9 ) (4.7 ) Income tax benefit (1.4 ) (2.1 ) (54.3 ) — (57.8 ) Income from continuing operations 63.7 174.9 333.4 (518.9 ) 53.1 (Loss) income from discontinued operations, net of income taxes — (0.2 ) 10.8 — 10.6 Net income 63.7 174.7 344.2 (518.9 ) 63.7 Other comprehensive loss, net of tax (5.1 ) (5.1 ) (10.5 ) 15.6 (5.1 ) Comprehensive income $ 58.6 $ 169.6 $ 333.7 $ (503.3 ) $ 58.6 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the nine months ended September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 1,844.3 $ — $ 1,844.3 Cost of sales 1.6 — 935.1 — 936.7 Gross (loss) profit (1.6 ) — 909.2 — 907.6 Selling, general and administrative expenses 30.1 0.5 490.1 — 520.7 Research and development expenses 3.8 — 220.1 — 223.9 Restructuring charges, net — — 96.5 — 96.5 Losses on divestiture — — 0.6 — 0.6 Operating (loss) income (35.5 ) (0.5 ) 101.9 — 65.9 Interest expense (6.2 ) (323.2 ) (272.2 ) 321.5 (280.1 ) Interest income 6.8 251.6 69.7 (321.5 ) 6.6 Other income (expense), net 9.0 (154.0 ) 162.5 — 17.5 Intercompany fees (12.0 ) (0.1 ) 12.1 — — Equity in net income of subsidiaries 145.9 647.2 425.4 (1,218.5 ) — Income (loss) from continuing operations before income taxes 108.0 421.0 499.4 (1,218.5 ) (190.1 ) Income tax benefit (3.4 ) (4.4 ) (214.2 ) — (222.0 ) Income from continuing operations 111.4 425.4 713.6 (1,218.5 ) 31.9 Income from discontinued operations, net of income taxes — — 79.5 — 79.5 Net income 111.4 425.4 793.1 (1,218.5 ) 111.4 Other comprehensive loss, net of tax (4.3 ) (4.3 ) (9.3 ) 13.6 (4.3 ) Comprehensive income $ 107.1 $ 421.1 $ 783.8 $ (1,204.9 ) $ 107.1 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the nine months ended September 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 1,760.7 $ — $ 1,760.7 Cost of sales 1.8 — 806.5 — 808.3 Gross (loss) profit (1.8 ) — 954.2 — 952.4 Selling, general and administrative expenses 46.7 0.6 571.2 — 618.5 Research and development expenses 3.6 — 140.6 — 144.2 Restructuring charges, net — — 26.3 — 26.3 Gains on divestiture — — (56.6 ) — (56.6 ) Operating (loss) income (52.1 ) (0.6 ) 272.7 — 220.0 Interest expense (10.0 ) (264.9 ) (57.9 ) 53.8 (279.0 ) Interest income 5.3 1.0 50.3 (53.8 ) 2.8 Other income (expense), net 19.0 (1.6 ) (88.0 ) — (70.6 ) Intercompany fees (13.3 ) — 13.3 — — Equity in net income of subsidiaries 572.1 1,113.5 848.1 (2,533.7 ) — Income (loss) from continuing operations before income taxes 521.0 847.4 1,038.5 (2,533.7 ) (126.8 ) Income tax benefit (4.7 ) (2.6 ) (146.1 ) — (153.4 ) Income from continuing operations 525.7 850.0 1,184.6 (2,533.7 ) 26.6 (Loss) income from discontinued operations, net of income taxes — (1.9 ) 501.0 — 499.1 Net income 525.7 848.1 1,685.6 (2,533.7 ) 525.7 Other comprehensive income, net of tax 59.4 59.4 117.9 (177.3 ) 59.4 Comprehensive income $ 585.1 $ 907.5 $ 1,803.5 $ (2,711.0 ) $ 585.1 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities: Net cash from operating activities $ 447.6 $ 43.0 $ 1,420.5 $ (1,430.0 ) $ 481.1 Cash Flows From Investing Activities: Capital expenditures — — (93.3 ) — (93.3 ) Acquisitions, net of cash acquired — — (699.9 ) — (699.9 ) Proceeds from divestitures, net of cash — — 313.2 — 313.2 Intercompany loan investment, net (393.6 ) (85.2 ) (367.2 ) 846.0 — Investment in subsidiary — (168.3 ) — 168.3 — Other — — 28.8 — 28.8 Net cash from investing activities (393.6 ) (253.5 ) (818.4 ) 1,014.3 (451.2 ) Cash Flows From Financing Activities: Issuance of external debt — 600.0 57.2 — 657.2 Repayment of external debt and capital lease obligation — (1,166.8 ) (396.6 ) — (1,563.4 ) Debt financing costs — (12.0 ) — — (12.0 ) Proceeds from exercise of share options 1.0 — — — 1.0 Repurchase of shares (57.4 ) — — — (57.4 ) Intercompany loan borrowings, net — 846.0 — (846.0 ) — Intercompany dividends — (814.2 ) (615.8 ) 1,430.0 — Capital contribution — — 168.3 (168.3 ) — Other 2.0 — (26.3 ) — (24.3 ) Net cash from financing activities (54.4 ) (547.0 ) (813.2 ) 415.7 (998.9 ) Effect of currency rate changes on cash — — (0.9 ) — (0.9 ) Net change in cash, cash equivalents and restricted cash (0.4 ) (757.5 ) (212.0 ) — (969.9 ) Cash, cash equivalents and restricted cash at beginning of period 0.7 908.8 369.6 — 1,279.1 Cash, cash equivalents and restricted cash at end of period $ 0.3 $ 151.3 $ 157.6 $ — $ 309.2 Cash and cash equivalents at end of period $ 0.3 $ 151.3 $ 139.1 $ — $ 290.7 Restricted Cash, included in other assets at end of period — — 18.5 — 18.5 Cash, cash equivalents and restricted cash at end of period $ 0.3 $ 151.3 $ 157.6 $ — $ 309.2 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities: Net cash from operating activities $ 1,172.0 $ 1,233.7 $ 1,963.0 $ (3,920.2 ) $ 448.5 Cash Flows From Investing Activities: Capital expenditures — — (151.3 ) — (151.3 ) Acquisitions, net of cash acquired — — (35.9 ) — (35.9 ) Proceeds from divestitures, net of cash — — 576.9 — 576.9 Intercompany loan investment, net (741.3 ) — (920.8 ) 1,662.1 — Investment in subsidiary — (1,412.5 ) — 1,412.5 — Other — — 0.5 — 0.5 Net cash from investing activities (741.3 ) (1,412.5 ) (530.6 ) 3,074.6 390.2 Cash Flows From Financing Activities: Issuance of external debt — 500.0 40.0 — 540.0 Repayment of external debt and capital lease obligation — (759.9 ) (127.6 ) — (887.5 ) Debt financing costs — (12.7 ) — — (12.7 ) Proceeds from exercise of share options 4.0 — — — 4.0 Repurchase of shares (437.7 ) — — — (437.7 ) Intercompany loan borrowings, net — 1,614.5 47.6 (1,662.1 ) — Intercompany dividends — (1,170.0 ) (2,750.2 ) 3,920.2 — Capital contribution — — 1,412.5 (1,412.5 ) — Other 3.2 — (21.8 ) — (18.6 ) Net cash from financing activities (430.5 ) 171.9 (1,399.5 ) 845.6 (812.5 ) Effect of currency rate changes on cash — — 2.7 — 2.7 Net change in cash, cash equivalents and restricted cash 0.2 (6.9 ) 35.6 — 28.9 Cash, cash equivalents and restricted cash at beginning of period 0.5 44.5 316.1 — 361.1 Cash, cash equivalents and restricted cash at end of period $ 0.7 $ 37.6 $ 351.7 $ — $ 390.0 Cash and cash equivalents at end of period $ 0.7 $ 37.6 $ 333.5 $ — $ 371.8 Restricted Cash, included in other assets at end of period — — 18.2 — 18.2 Cash, cash equivalents and restricted cash at end of period $ 0.7 $ 37.6 $ 351.7 $ — $ 390.0 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Financing Activities On October 22, 2018, the Company borrowed an additional $25.0 million on its receivable securitization, bringing total outstanding borrowings to $250.0 million for this instrument as of the date of this report. On October 23, 2018, the Company made an $80.0 million payment on the revolving credit facility, bringing total outstanding borrowings to $220.0 million for this instrument as of the date of this report. Commitments and Contingencies Certain litigation matters occurred during the nine months ended September 28, 2018 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Disaggregation of Revenue [Line Items] | |
Sales Reserves Rollforward | The following table reflects activity in the Company's sales reserve accounts, on a continuing operations basis: Rebates and Chargebacks Product Returns Other Sales Deductions Total Balance at December 29, 2017 $ 60.3 $ 4.1 $ 1.1 $ 65.5 Provisions 221.2 6.6 7.4 235.2 Payments or credits (205.8 ) (5.9 ) (7.4 ) (219.1 ) Balance at September 28, 2018 $ 75.7 $ 4.8 $ 1.1 $ 81.6 |
Disaggregation of Revenue | Product sales transferred to customers at a point in time and over time are as follows: Three Months Ended Nine Months Ended September 28, September 28, Product sales transferred at a point in time 78.9 % 77.9 % Product sales transferred over time 21.1 % 22.1 % |
Contract with Customer, Timing of Satisfaction of Performance Obligation and Payment | Transaction price allocated to the remaining performance obligations The majority of the Company's contracts (as defined under ASC 606) are less than one year; therefore, the related disclosure of the amount of transaction price allocated to the performance obligations that are unsatisfied at period end has been omitted, with the exception of those noted below. The following table includes estimated revenue from certain of the Company's products that are expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at September 28, 2018 : Remainder of Fiscal 2018 $ 71.7 Fiscal 2019 135.3 Fiscal 2020 118.6 Fiscal 2021 23.9 Thereafter 3.2 |
Contract with Customer, Asset and Liability | Contract liabilities are recorded when cash payments are received in advance of the Company's performance, including amounts which are refundable. Contract liabilities as of September 28, 2018 and December 29, 2017 were as follows: September 28, December 29, Accrued and other current liabilities $ 21.2 $ 13.9 Other liabilities 14.0 6.3 Contract liabilities $ 35.2 $ 20.2 |
Discontinued Operations and D_2
Discontinued Operations and Divestitures (Tables) | 9 Months Ended | |
Sep. 28, 2018 | Sep. 29, 2017 | |
Specialty Generics Disposal Group | ||
Schedule of Income (Loss) from Discontinued Operations | The following table summarizes the financial results of the Specialty Generics Disposal Group presented in the unaudited condensed consolidated statements of income: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Major line items constituting income from discontinued operations: Net sales $ 159.9 $ 193.3 $ 536.4 $ 668.6 Cost of sales 107.3 125.3 336.1 384.5 Selling, general and administrative expenses 29.4 19.3 73.8 56.6 Research and development expenses 7.6 12.6 36.8 46.3 Restructuring charges, net 0.1 (1.1 ) 5.3 5.8 Non-restructuring impairment charges 2.0 — 2.0 — Other income, net — 0.6 0.3 4.4 Income from discontinued operations 13.5 37.8 82.7 179.8 Income tax expense 2.3 26.6 18.1 42.6 Income from discontinued operations, net of income taxes $ 11.2 $ 11.2 $ 64.6 $ 137.2 | |
Schedule of Major Classes of Assets and Liabiltiies Held For Sale | The following table summarizes the assets and liabilities of the Specialty Generics Disposal Group that are classified as held for sale on the unaudited condensed consolidated balance sheets: September 28, December 29, 2017 Carrying amounts of major classes of assets included as part of discontinued operations: Accounts receivable $ 189.0 $ 170.4 Inventories 205.9 211.7 Property, plant and equipment, net 561.7 553.6 Intangible assets, net 110.3 114.0 Other current and non-current assets 69.9 84.5 Total assets classified as held for sale in the balance sheet $ 1,136.8 $ 1,134.2 Carrying amounts of major classes of liabilities included as part of discontinued operations: Accounts payable $ 39.0 $ 36.0 Other current and non-current liabilities 143.4 126.6 Total liabilities classified as held for sale in the balance sheet $ 182.4 $ 162.6 | |
Schedule of Significant Cash and Non-Cash Transactions | The following table summarizes significant cash and non-cash transactions of the Specialty Generics Disposal Group that are included within the unaudited condensed consolidated statements of cash flows for the respective periods: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Depreciation, including accelerated depreciation $ 0.6 $ 15.3 $ 12.1 $ 45.7 Amortization — 3.9 1.7 14.6 Capital expenditures 5.9 11.1 21.7 41.7 | |
Nuclear Imaging | ||
Schedule of Income (Loss) from Discontinued Operations | The following table summarizes the financial results of the Nuclear Imaging business presented in the unaudited condensed consolidated statements of income: Three Months Ended Nine Months Ended September 29, September 29, Major line items constituting income from discontinued operations: Net sales $ — $ 31.6 Cost of sales — 15.6 Selling, general and administrative expenses — 7.8 Other — (0.2 ) Income from discontinued operations — 8.4 (Loss) gain on divestiture of discontinued operations (0.6 ) 362.8 (Loss) income from discontinued operations, before income taxes (0.6 ) 371.2 Income tax (benefit) expense (0.1 ) 5.2 (Loss) income from discontinued operations, net of income taxes $ (0.5 ) $ 366.0 |
Acquisitions, License Agreeme_2
Acquisitions, License Agreements and Other Investments (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following amounts represent the preliminary allocations of the fair value of the identifiable assets acquired and liabilities assumed for the Sucampo Acquisition, including preliminary goodwill, 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 acquisition. The changes in the purchase price allocation and preliminary goodwill based on the final valuation may include, but are not limited to, finalization of working capital settlements, the impact of U.S. state tax rates in determining the deferred tax balances and changes in assumptions utilized in the preliminary valuation report. Cash and cash equivalents $ 149.6 Accounts receivable 35.7 Inventory 153.2 Intangible assets 919.5 Goodwill 244.7 Other current and non-current assets 25.9 Total assets acquired 1,528.6 Current liabilities 108.3 Deferred tax liabilities, net (non-current) 170.2 Debt 366.3 Other noncurrent liabilities 36.2 Total liabilities assumed 681.0 Net assets acquired $ 847.6 |
Business Combination, Reconciliation of Total Consideration | The following is a reconciliation of the total consideration to net assets acquired: Total consideration, net of cash $ 698.0 Plus: cash assumed in acquisition 149.6 Total consideration/net assets acquired $ 847.6 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Intangible assets acquired consist of the following: Amount Amortization Period Discount Rate Completed technology - Amitiza $ 634.0 9 years 14.0% Completed technology - Rescula 11.0 8 years 14.0% In-process research and development - VTS-270 274.5 Non-Amortizable 15.0% |
Business Combination, Earnings by Acquiree Allocation | Financial results - The amount of net sales and loss included in the Company's results for the periods presented were as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Net sales $ 50.7 $ — $ 124.5 $ — Operating loss (32.2 ) — (99.9 ) — The following was included within cost of sales for the periods presented: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Intangible asset amortization $ 18.0 $ — $ 45.0 $ — Inventory fair value step-up expense 31.0 — 77.5 — |
Restructuring and Related Cha_2
Restructuring and Related Charges (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Charges by Segment | Net restructuring and related charges reflected in continuing operations by segment are as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Specialty Brands $ 3.2 $ 14.6 $ 73.7 $ 24.1 Corporate 16.4 1.5 27.7 4.3 Restructuring and related charges, net 19.6 16.1 101.4 28.4 Less: accelerated depreciation (4.9 ) (0.7 ) (4.9 ) (2.1 ) Restructuring charges, net $ 14.7 $ 15.4 $ 96.5 $ 26.3 |
Schedule of Net Restructuring and Related Charges | Net restructuring and related charges reflected in continuing operations by program are comprised of the following: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, 2018 Mallinckrodt Program $ 5.2 $ — $ 5.2 $ — 2016 Mallinckrodt Program 9.7 16.1 65.1 28.4 Acquisition programs 4.7 — 31.1 — Total 19.6 16.1 101.4 28.4 Less: non-cash charges, including accelerated depreciation and impairments (4.9 ) (0.7 ) (4.9 ) (2.1 ) Total charges expected to be settled in cash $ 14.7 $ 15.4 $ 96.5 $ 26.3 |
Schedule of Restructuring Reserves Reconciliation by Program | The following table summarizes cash activity for restructuring reserves reflected in continuing operations, substantially all of which are related to contract termination costs and employee severance and benefits: 2018 Mallinckrodt Program 2016 Mallinckrodt Program Acquisition Programs Total Balance at December 29, 2017 $ — $ 14.1 $ 0.8 $ 14.9 Charges 2.2 68.4 29.9 100.5 Changes in estimate — (3.3 ) (0.7 ) (4.0 ) Cash payments — (11.5 ) (21.9 ) (33.4 ) Reclassifications — (1.0 ) — (1.0 ) Currency translation — 0.7 — 0.7 Balance at September 28, 2018 $ 2.2 $ 67.4 $ 8.1 $ 77.7 |
Schedule of Restructuring Charges Incurred Cumulative to Date | Total Company net restructuring and related charges, including associated asset impairments, incurred cumulative-to-date related to the 2018 and 2016 Mallinckrodt Programs were as follows: 2018 Mallinckrodt Program 2016 Mallinckrodt Program Specialty Brands $ 3.0 $ 80.0 Corporate 2.2 26.5 Specialty Generics Disposal Group — 14.4 $ 5.2 $ 120.9 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows ( in millions ): Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Basic 83.2 96.7 84.2 99.5 Dilutive impact of restricted share units and share options 1.8 0.3 1.0 0.3 Diluted 85.0 97.0 85.2 99.8 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Inventory, Net [Abstract] | |
Schedule of Inventories | Inventories were comprised of the following at the end of each period: September 28, December 29, Raw materials and supplies $ 22.0 $ 23.7 Work in process 91.3 61.1 Finished goods 30.1 43.9 $ 143.4 $ 128.7 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Property, Plant and Equipment | |
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: September 28, December 29, 2017 Property, plant and equipment, gross $ 620.9 $ 569.7 Less: accumulated depreciation (181.6 ) (156.5 ) Property, plant and equipment, net $ 439.3 $ 413.2 |
Depreciation of Fixed Assets | Depreciation expense for property, plant and equipment was as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Depreciation expense $ 15.1 $ 12.0 $ 38.4 $ 37.8 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The gross carrying amount and accumulated impairment of goodwill at the end of each period was as follows: September 28, 2018 December 29, 2017 Gross Carrying Amount Accumulated Impairment Gross Carrying Amount Accumulated Impairment Specialty Brands $ 3,675.4 $ — $ 3,482.7 $ — |
Schedule of Intangible Assets | The gross carrying amount and accumulated amortization of intangible assets at the end of each period was as follows: September 28, 2018 December 29, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable: Completed technology $ 10,278.4 $ 2,656.4 $ 9,693.0 $ 2,126.1 Customer relationships 28.7 14.0 29.5 12.2 Trademarks 75.3 13.4 75.5 10.8 Other 8.6 8.6 8.6 8.6 Total $ 10,391.0 $ 2,692.4 $ 9,806.6 $ 2,157.7 Non-Amortizable: Trademarks $ 35.0 $ 35.0 In-process research and development 851.6 577.1 Total $ 886.6 $ 612.1 |
Intangible Asset Amortization Expense | Intangible asset amortization expense was as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Amortization expense $ 184.2 $ 169.3 $ 544.8 $ 508.4 |
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 2018 $ 184.2 Fiscal 2019 737.2 Fiscal 2020 736.9 Fiscal 2021 736.6 Fiscal 2022 609.6 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt including Capital Lease Obligation | Debt was comprised of the following at the end of each period: September 28, 2018 December 29, 2017 Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount and Debt Issuance Costs Current maturities of long-term debt: 3.50% notes due April 2018 $ — $ — $ 300.0 $ 0.2 Term loan due September 2024 12.3 0.2 14.0 0.3 Term loan due February 2025 4.5 0.1 — — ACOA (1) loan due December 2028 0.2 — — — Capital lease obligation and vendor financing agreements — — 0.2 — Total current debt 17.0 0.3 314.2 0.5 Long-term debt: 4.875% notes due April 2020 700.0 3.8 700.0 5.7 Variable-rate receivable securitization due July 2020 225.0 0.5 200.0 0.7 9.50% debentures due May 2022 10.4 — 10.4 — 5.75% notes due August 2022 884.0 8.0 884.0 9.5 8.00% debentures due March 2023 4.4 — 4.4 — 4.75% notes due April 2023 500.2 3.7 526.5 4.5 5.625% notes due October 2023 731.4 8.4 738.0 9.7 Term loan due September 2024 1,601.5 20.7 1,837.2 26.7 Term loan due February 2025 592.5 11.1 — — 5.50% notes due April 2025 692.1 8.0 692.1 9.0 ACOA loan due December 2028 1.6 — — — Revolving credit facility 300.0 4.9 900.0 5.9 Total long-term debt 6,243.1 69.1 6,492.6 71.7 Total debt $ 6,260.1 $ 69.4 $ 6,806.8 $ 72.2 (1) |
Schedule of Applicable Interest Rate on Variable-rate Debt | As of September 28, 2018 , the applicable interest rate and outstanding borrowings on the Company's variable-rate debt instruments were as follows: Applicable interest rate Outstanding borrowings Term loan due September 2024 5.14 % $ 1,613.8 Term loan due February 2025 5.52 % 597.0 Variable-rate receivable securitization 3.16 % 225.0 Revolving credit facility 4.64 % 300.0 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Periodic Benefit Cost | The net periodic benefit (credit) cost for the Company's defined benefit pension plans was as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Service cost $ 0.1 $ — $ 0.2 $ 1.3 Interest cost 0.2 0.1 0.5 1.7 Expected return on plan assets — — — (0.8 ) Amortization of net actuarial loss 0.1 — 0.4 1.8 Amortization of prior service cost — — 0.1 0.2 Plan settlements (3.4 ) — (3.4 ) 69.7 Net periodic benefit (credit) cost $ (3.0 ) $ 0.1 $ (2.2 ) $ 73.9 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following summarizes the change in accumulated other comprehensive loss for the nine months ended September 28, 2018 and September 29, 2017 : Currency Translation Unrecognized Loss on Derivatives Unrecognized Loss on Benefit Plans Unrecognized Gain on Investment (1) Accumulated Other Comprehensive Loss (1) Balance at December 29, 2017 $ (8.2 ) $ (4.7 ) $ (1.5 ) $ — $ (14.4 ) Other comprehensive (loss) income before reclassifications (4.1 ) — 4.3 — 0.2 Amounts reclassified from accumulated other comprehensive loss — 0.7 (5.2 ) — (4.5 ) Net current period other comprehensive (loss) income (4.1 ) 0.7 (0.9 ) — (4.3 ) Balance at September 28, 2018 $ (12.3 ) $ (4.0 ) $ (2.4 ) $ — $ (18.7 ) (1) Upon adoption of ASU 2016-01, a reclassification of $1.5 million relating to the unrealized gain on investment resulted in an increase to beginning retained earnings with an offsetting decrease to accumulated other comprehensive loss. See Note 2 for additional details. Currency Translation Unrecognized Loss on Derivatives Unrecognized Loss on Benefit Plans Unrecognized Gain on Investment Accumulated Other Comprehensive Loss Balance at December 30, 2016 $ (19.5 ) $ (5.7 ) $ (47.3 ) $ — $ (72.5 ) Other comprehensive income before reclassifications 17.7 — 5.6 0.1 23.4 Amounts reclassified from accumulated other comprehensive loss (4.7 ) 0.9 39.8 — 36.0 Net current period other comprehensive income 13.0 0.9 45.4 0.1 59.4 Balance at September 29, 2017 $ (6.5 ) $ (4.8 ) $ (1.9 ) $ 0.1 $ (13.1 ) |
Schedule of Reclassifications out of Accumulated Other Comprehensive Income | The following summarizes reclassifications from accumulated other comprehensive loss for the nine months ended September 28, 2018 and September 29, 2017 : Amount Reclassified from Accumulated Other Comprehensive Loss Nine Months Ended September 28, September 29, Line Item in the Unaudited Condensed Consolidated Statement of Income Currency translation $ — $ (4.7 ) Income from discontinued operations, net of income taxes Amortization and other of unrealized loss on derivatives 0.7 1.1 Interest expense Income tax provision — (0.2 ) Income tax benefit Net of income taxes 0.7 0.9 Amortization of pension and post-retirement benefit plans: Net actuarial loss 0.4 1.8 (1) Prior service credit (1.5 ) (1.0 ) (1) Divestiture of discontinued operations — (3.1 ) Income from discontinued operations, net of income taxes Plan settlements (4.1 ) 69.7 (1) Total before tax (5.2 ) 67.4 Income tax provision — (27.6 ) Income tax benefit Net of income taxes (5.2 ) 39.8 Total reclassifications for the period $ (4.5 ) $ 36.0 (1) |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Schedule of Share Repurchases under the Repurchase Plan | |
Schedule of Share Repurchases under the Repurchase Plan | March 2017 Repurchase Program March 2016 Repurchase Program Number of Shares Amount Number of Shares Amount Authorized repurchase amount $ 1,000.0 $ 350.0 Repurchases: Transition Period 2016 (1) — — 1,501,676 84.0 Fiscal 2017 13,490,448 380.6 5,366,741 266.0 Fiscal 2018 3,610,968 55.2 — — Remaining amount available $ 564.2 $ — (1) |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
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: September 28, Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Debt and equity securities held in rabbi trusts $ 35.3 $ 24.5 $ 10.8 $ — Equity securities — — — — Foreign exchange forward and option contracts — — — — $ 35.3 $ 24.5 $ 10.8 $ — Liabilities: Deferred compensation liabilities $ 41.7 $ — $ 41.7 $ — Contingent consideration and acquired contingent liabilities 167.3 — — 167.3 Foreign exchange forward and option contracts 0.1 0.1 — — $ 209.1 $ 0.1 $ 41.7 $ 167.3 December 29, Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Debt and equity securities held in rabbi trusts $ 35.4 $ 24.0 $ 11.4 $ — Equity securities 22.7 22.7 — — Foreign exchange forward and option contracts 0.1 0.1 — — $ 58.2 $ 46.8 $ 11.4 $ — Liabilities: Deferred compensation liabilities $ 42.7 $ — $ 42.7 $ — Contingent consideration and acquired contingent liabilities 246.4 — — 246.4 Foreign exchange forward and option contracts 0.1 0.1 — — $ 289.2 $ 0.1 $ 42.7 $ 246.4 |
Schedule of Reconciliation of Changes in Fair Value of Contingent Liabilities | The following table summarizes the fiscal 2018 activity for contingent consideration: Balance at December 29, 2017 $ 246.4 Disposal of business (12.1 ) Payments (37.0 ) Accretion expense 3.3 Fair value adjustments (33.3 ) Balance at September 28, 2018 $ 167.3 |
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 debt, excluding capital leases, as of the end of each period: September 28, 2018 December 29, 2017 Carrying Value Fair Value Carrying Value Fair Value Level 1 3.50% notes due April 2018 $ — $ — $ 300.0 $ 299.1 4.875% notes due April 2020 700.0 694.7 700.0 675.2 Variable-rate receivable securitization due July 2020 225.0 225.0 200.0 200.0 5.75% notes due August 2022 884.0 815.9 884.0 804.8 4.75% notes due April 2023 500.2 427.7 526.5 412.4 5.625% notes due October 2023 731.4 648.6 738.0 628.8 5.50% notes due April 2025 692.1 583.9 692.1 564.5 Revolving credit facility 300.0 300.0 900.0 900.0 Level 2 9.50% debentures due May 2022 10.4 11.0 10.4 10.9 8.00% debentures due March 2023 4.4 4.5 4.4 4.4 Term loan due September 2024 1,613.8 1,605.5 1,851.2 1,848.7 Term loan due February 2025 597.0 596.8 — — Level 3 ACOA loan due December 2028 1.8 1.8 — — Total debt $ 6,260.1 $ 5,915.4 $ 6,806.6 $ 6,348.8 |
Schedules of Concentration of Risk | The following table shows net sales attributable to distributors that accounted for 10.0% or more of the Company's total net sales: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, CuraScript, Inc. 44.9 % 55.2 % 46.1 % 55.7 % The following table shows accounts receivable attributable to distributors that accounted for 10.0% or more of the Company's gross accounts receivable at the end of each period: September 28, December 29, CuraScript, Inc. 30.8 % 33.8 % The following table shows net sales attributable to products that accounted for 10.0% or more of the Company's total net sales: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, H.P. Acthar Gel 45.3 % 51.4 % 44.8 % 51.1 % Inomax 20.8 % 20.9 % 21.9 % 21.6 % Ofirmev 13.6 % 12.6 % 13.8 % 12.8 % |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Reportable Segment | Selected information for the reportable segment is as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, Net sales: Specialty Brands $ 640.0 $ 600.6 $ 1,844.3 $ 1,760.7 Operating income: Specialty Brands $ 287.8 $ 314.8 $ 794.0 $ 851.8 Unallocated amounts: Corporate and unallocated expenses (1) (28.0 ) (45.8 ) (81.9 ) (95.0 ) Intangible asset amortization (184.2 ) (169.3 ) (544.8 ) (508.4 ) Restructuring and related charges, net (2) (19.6 ) (16.1 ) (101.4 ) (28.4 ) Operating income $ 56.0 $ 83.6 $ 65.9 $ 220.0 (1) Includes administration expenses and certain compensation, legal, environmental and other costs not charged to the Company's reportable segment. (2) |
Schedule of Net Sales from External Customers by Products | Net sales by product family within the Company's reportable segment is as follows: Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, H.P. Acthar Gel $ 290.1 $ 308.7 $ 827.1 $ 899.9 Inomax 133.2 125.7 404.0 379.6 Ofirmev 87.1 75.4 254.7 224.5 Therakos 60.0 55.3 174.2 157.7 Amitiza (1) 48.2 — 119.2 — BioVectra 13.9 16.0 35.7 36.4 Other 7.5 19.5 29.4 62.6 Net sales $ 640.0 $ 600.6 $ 1,844.3 $ 1,760.7 (1) |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Statements (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Condensed Consolidating Financial Statements [Abstract] | |
Schedule of Condensed Consolidating Balance Sheets | MALLINCKRODT PLC CONDENSED CONSOLIDATING BALANCE SHEET As of September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 0.3 $ 151.3 $ 139.1 $ — $ 290.7 Accounts receivable, net — — 349.6 — 349.6 Inventories — — 143.4 — 143.4 Prepaid expenses and other current assets 3.3 0.2 114.2 — 117.7 Notes receivable — — — — — Current assets held for sale — — 1,136.8 — 1,136.8 Intercompany receivables 192.0 52.2 353.5 (597.7 ) — Total current assets 195.6 203.7 2,236.6 (597.7 ) 2,038.2 Property, plant and equipment, net — — 439.3 — 439.3 Goodwill — — 3,675.4 — 3,675.4 Intangible assets, net — — 8,585.2 — 8,585.2 Investment in subsidiaries 6,194.4 29,157.0 11,964.2 (47,315.6 ) — Intercompany loans receivable 504.0 — 13,073.8 (13,577.8 ) — Other assets — — 170.5 — 170.5 Total Assets $ 6,894.0 $ 29,360.7 $ 40,145.0 $ (61,491.1 ) $ 14,908.6 Liabilities and Shareholders' Equity Current Liabilities: Current maturities of long-term debt $ — $ 16.5 $ 0.2 $ — $ 16.7 Accounts payable 0.1 0.1 76.4 — 76.6 Accrued payroll and payroll-related costs — — 89.0 — 89.0 Accrued interest — 76.2 0.8 — 77.0 Income taxes payable — — 43.4 — 43.4 Accrued and other current liabilities 1.6 0.4 435.5 — 437.5 Current liabilities held for sale — — 182.4 — 182.4 Intercompany payables 288.7 19.4 289.6 (597.7 ) — Total current liabilities 290.4 112.6 1,117.3 (597.7 ) 922.6 Long-term debt — 3,698.3 2,475.7 — 6,174.0 Pension and postretirement benefits — — 65.2 — 65.2 Environmental liabilities — — 49.8 — 49.8 Deferred income taxes — — 668.9 — 668.9 Other income tax liabilities — — 127.6 — 127.6 Intercompany loans payable — 13,577.8 — (13,577.8 ) — Other liabilities — 7.8 289.1 — 296.9 Total Liabilities 290.4 17,396.5 4,793.6 (14,175.5 ) 8,305.0 Shareholders' Equity 6,603.6 11,964.2 35,351.4 (47,315.6 ) 6,603.6 Total Liabilities and Shareholders' Equity $ 6,894.0 $ 29,360.7 $ 40,145.0 $ (61,491.1 ) $ 14,908.6 MALLINCKRODT PLC CONDENSED CONSOLIDATING BALANCE SHEET As of December 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 0.7 $ 908.8 $ 351.4 $ — $ 1,260.9 Accounts receivable, net — — 275.4 — 275.4 Inventories — — 128.7 — 128.7 Prepaid expenses and other current assets 1.0 0.2 73.5 — 74.7 Notes receivable — — 154.0 — 154.0 Current assets held for sale — — 391.5 — 391.5 Intercompany receivables 70.0 173.4 831.4 (1,074.8 ) — Total current assets 71.7 1,082.4 2,205.9 (1,074.8 ) 2,285.2 Property, plant and equipment, net — — 413.2 — 413.2 Goodwill — — 3,482.7 — 3,482.7 Intangible assets, net — — 8,261.0 — 8,261.0 Long-term assets held for sale — — 742.7 — 742.7 Investment in subsidiaries 6,551.6 23,217.8 12,356.2 (42,125.6 ) — Intercompany loans receivable 593.1 — 4,664.8 (5,257.9 ) — Other assets — — 156.2 — 156.2 Total Assets $ 7,216.4 $ 24,300.2 $ 32,282.7 $ (48,458.3 ) $ 15,341.0 Liabilities and Shareholders' Equity Current Liabilities: Current maturities of long-term debt $ — $ 313.5 $ 0.2 $ — $ 313.7 Accounts payable 0.1 — 77.2 — 77.3 Accrued payroll and payroll-related costs — — 78.4 — 78.4 Accrued interest — 53.0 4.0 — 57.0 Income taxes payable — — 15.5 — 15.5 Accrued and other current liabilities 0.8 0.4 367.3 — 368.5 Current liabilities held for sale — — 140.0 — 140.0 Intercompany payables 693.5 104.6 276.7 (1,074.8 ) — Total current liabilities 694.4 471.5 959.3 (1,074.8 ) 1,050.4 Long-term debt — 6,206.8 214.1 — 6,420.9 Pension and postretirement benefits — — 67.1 — 67.1 Environmental liabilities — — 62.8 — 62.8 Deferred income taxes — — 749.1 — 749.1 Other income tax liabilities — — 94.1 — 94.1 Long-term liabilities held for sale — — 22.6 — 22.6 Intercompany loans payable — 5,257.9 — (5,257.9 ) — Other liabilities — 7.8 344.2 — 352.0 Total Liabilities 694.4 11,944.0 2,513.3 (6,332.7 ) 8,819.0 Shareholders' Equity 6,522.0 12,356.2 29,769.4 (42,125.6 ) 6,522.0 Total Liabilities and Shareholders' Equity $ 7,216.4 $ 24,300.2 $ 32,282.7 $ (48,458.3 ) $ 15,341.0 |
Schedule of Condensed Consolidating Statements of Comprehensive Income | MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the three months ended September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 640.0 $ — $ 640.0 Cost of sales 0.7 — 325.5 — 326.2 Gross (loss) profit (0.7 ) — 314.5 — 313.8 Selling, general and administrative expenses 12.4 0.1 151.5 — 164.0 Research and development expenses 1.6 — 76.9 — 78.5 Restructuring charges, net — — 14.7 — 14.7 Losses on divestiture — — 0.6 — 0.6 Operating (loss) income (14.7 ) (0.1 ) 70.8 — 56.0 Interest expense (1.6 ) (112.0 ) (257.4 ) 277.4 (93.6 ) Interest income 2.4 249.6 27.4 (277.4 ) 2.0 Other income (expense), net 2.3 (156.8 ) 167.9 — 13.4 Intercompany fees (3.5 ) (0.1 ) 3.6 — — Equity in net income of subsidiaries 127.8 238.9 221.9 (588.6 ) — Income (loss) from continuing operations before income taxes 112.7 219.5 234.2 (588.6 ) (22.2 ) Income tax benefit (1.1 ) (2.4 ) (121.7 ) — (125.2 ) Income from continuing operations 113.8 221.9 355.9 (588.6 ) 103.0 Income from discontinued operations, net of income taxes — — 10.8 — 10.8 Net income 113.8 221.9 366.7 (588.6 ) 113.8 Other comprehensive income, net of tax 3.0 3.0 5.8 (8.8 ) 3.0 Comprehensive income $ 116.8 $ 224.9 $ 372.5 $ (597.4 ) $ 116.8 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the three months ended September 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 600.6 $ — $ 600.6 Cost of sales 0.9 — 267.1 — 268.0 Gross (loss) profit (0.9 ) — 333.5 — 332.6 Selling, general and administrative expenses 13.4 0.2 172.7 — 186.3 Research and development expenses 1.8 — 45.1 — 46.9 Restructuring charges, net — — 15.4 — 15.4 Losses on divestiture — — 0.4 — 0.4 Operating (loss) income (16.1 ) (0.2 ) 99.9 — 83.6 Interest expense (3.3 ) (90.9 ) (19.0 ) 20.6 (92.6 ) Interest income 2.2 0.4 19.3 (20.6 ) 1.3 Other income (expense), net 1.4 1.7 (0.1 ) — 3.0 Intercompany fees (4.3 ) — 4.3 — — Equity in net income of subsidiaries 82.4 261.8 174.7 (518.9 ) — Income (loss) from continuing operations before income taxes 62.3 172.8 279.1 (518.9 ) (4.7 ) Income tax benefit (1.4 ) (2.1 ) (54.3 ) — (57.8 ) Income from continuing operations 63.7 174.9 333.4 (518.9 ) 53.1 (Loss) income from discontinued operations, net of income taxes — (0.2 ) 10.8 — 10.6 Net income 63.7 174.7 344.2 (518.9 ) 63.7 Other comprehensive loss, net of tax (5.1 ) (5.1 ) (10.5 ) 15.6 (5.1 ) Comprehensive income $ 58.6 $ 169.6 $ 333.7 $ (503.3 ) $ 58.6 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the nine months ended September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 1,844.3 $ — $ 1,844.3 Cost of sales 1.6 — 935.1 — 936.7 Gross (loss) profit (1.6 ) — 909.2 — 907.6 Selling, general and administrative expenses 30.1 0.5 490.1 — 520.7 Research and development expenses 3.8 — 220.1 — 223.9 Restructuring charges, net — — 96.5 — 96.5 Losses on divestiture — — 0.6 — 0.6 Operating (loss) income (35.5 ) (0.5 ) 101.9 — 65.9 Interest expense (6.2 ) (323.2 ) (272.2 ) 321.5 (280.1 ) Interest income 6.8 251.6 69.7 (321.5 ) 6.6 Other income (expense), net 9.0 (154.0 ) 162.5 — 17.5 Intercompany fees (12.0 ) (0.1 ) 12.1 — — Equity in net income of subsidiaries 145.9 647.2 425.4 (1,218.5 ) — Income (loss) from continuing operations before income taxes 108.0 421.0 499.4 (1,218.5 ) (190.1 ) Income tax benefit (3.4 ) (4.4 ) (214.2 ) — (222.0 ) Income from continuing operations 111.4 425.4 713.6 (1,218.5 ) 31.9 Income from discontinued operations, net of income taxes — — 79.5 — 79.5 Net income 111.4 425.4 793.1 (1,218.5 ) 111.4 Other comprehensive loss, net of tax (4.3 ) (4.3 ) (9.3 ) 13.6 (4.3 ) Comprehensive income $ 107.1 $ 421.1 $ 783.8 $ (1,204.9 ) $ 107.1 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the nine months ended September 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Net sales $ — $ — $ 1,760.7 $ — $ 1,760.7 Cost of sales 1.8 — 806.5 — 808.3 Gross (loss) profit (1.8 ) — 954.2 — 952.4 Selling, general and administrative expenses 46.7 0.6 571.2 — 618.5 Research and development expenses 3.6 — 140.6 — 144.2 Restructuring charges, net — — 26.3 — 26.3 Gains on divestiture — — (56.6 ) — (56.6 ) Operating (loss) income (52.1 ) (0.6 ) 272.7 — 220.0 Interest expense (10.0 ) (264.9 ) (57.9 ) 53.8 (279.0 ) Interest income 5.3 1.0 50.3 (53.8 ) 2.8 Other income (expense), net 19.0 (1.6 ) (88.0 ) — (70.6 ) Intercompany fees (13.3 ) — 13.3 — — Equity in net income of subsidiaries 572.1 1,113.5 848.1 (2,533.7 ) — Income (loss) from continuing operations before income taxes 521.0 847.4 1,038.5 (2,533.7 ) (126.8 ) Income tax benefit (4.7 ) (2.6 ) (146.1 ) — (153.4 ) Income from continuing operations 525.7 850.0 1,184.6 (2,533.7 ) 26.6 (Loss) income from discontinued operations, net of income taxes — (1.9 ) 501.0 — 499.1 Net income 525.7 848.1 1,685.6 (2,533.7 ) 525.7 Other comprehensive income, net of tax 59.4 59.4 117.9 (177.3 ) 59.4 Comprehensive income $ 585.1 $ 907.5 $ 1,803.5 $ (2,711.0 ) $ 585.1 |
Schedule of Condensed Consolidating Statements of Cash Flows | MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 28, 2018 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities: Net cash from operating activities $ 447.6 $ 43.0 $ 1,420.5 $ (1,430.0 ) $ 481.1 Cash Flows From Investing Activities: Capital expenditures — — (93.3 ) — (93.3 ) Acquisitions, net of cash acquired — — (699.9 ) — (699.9 ) Proceeds from divestitures, net of cash — — 313.2 — 313.2 Intercompany loan investment, net (393.6 ) (85.2 ) (367.2 ) 846.0 — Investment in subsidiary — (168.3 ) — 168.3 — Other — — 28.8 — 28.8 Net cash from investing activities (393.6 ) (253.5 ) (818.4 ) 1,014.3 (451.2 ) Cash Flows From Financing Activities: Issuance of external debt — 600.0 57.2 — 657.2 Repayment of external debt and capital lease obligation — (1,166.8 ) (396.6 ) — (1,563.4 ) Debt financing costs — (12.0 ) — — (12.0 ) Proceeds from exercise of share options 1.0 — — — 1.0 Repurchase of shares (57.4 ) — — — (57.4 ) Intercompany loan borrowings, net — 846.0 — (846.0 ) — Intercompany dividends — (814.2 ) (615.8 ) 1,430.0 — Capital contribution — — 168.3 (168.3 ) — Other 2.0 — (26.3 ) — (24.3 ) Net cash from financing activities (54.4 ) (547.0 ) (813.2 ) 415.7 (998.9 ) Effect of currency rate changes on cash — — (0.9 ) — (0.9 ) Net change in cash, cash equivalents and restricted cash (0.4 ) (757.5 ) (212.0 ) — (969.9 ) Cash, cash equivalents and restricted cash at beginning of period 0.7 908.8 369.6 — 1,279.1 Cash, cash equivalents and restricted cash at end of period $ 0.3 $ 151.3 $ 157.6 $ — $ 309.2 Cash and cash equivalents at end of period $ 0.3 $ 151.3 $ 139.1 $ — $ 290.7 Restricted Cash, included in other assets at end of period — — 18.5 — 18.5 Cash, cash equivalents and restricted cash at end of period $ 0.3 $ 151.3 $ 157.6 $ — $ 309.2 MALLINCKRODT PLC CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 29, 2017 (unaudited, in millions) Mallinckrodt plc Mallinckrodt International Finance S.A. Other Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities: Net cash from operating activities $ 1,172.0 $ 1,233.7 $ 1,963.0 $ (3,920.2 ) $ 448.5 Cash Flows From Investing Activities: Capital expenditures — — (151.3 ) — (151.3 ) Acquisitions, net of cash acquired — — (35.9 ) — (35.9 ) Proceeds from divestitures, net of cash — — 576.9 — 576.9 Intercompany loan investment, net (741.3 ) — (920.8 ) 1,662.1 — Investment in subsidiary — (1,412.5 ) — 1,412.5 — Other — — 0.5 — 0.5 Net cash from investing activities (741.3 ) (1,412.5 ) (530.6 ) 3,074.6 390.2 Cash Flows From Financing Activities: Issuance of external debt — 500.0 40.0 — 540.0 Repayment of external debt and capital lease obligation — (759.9 ) (127.6 ) — (887.5 ) Debt financing costs — (12.7 ) — — (12.7 ) Proceeds from exercise of share options 4.0 — — — 4.0 Repurchase of shares (437.7 ) — — — (437.7 ) Intercompany loan borrowings, net — 1,614.5 47.6 (1,662.1 ) — Intercompany dividends — (1,170.0 ) (2,750.2 ) 3,920.2 — Capital contribution — — 1,412.5 (1,412.5 ) — Other 3.2 — (21.8 ) — (18.6 ) Net cash from financing activities (430.5 ) 171.9 (1,399.5 ) 845.6 (812.5 ) Effect of currency rate changes on cash — — 2.7 — 2.7 Net change in cash, cash equivalents and restricted cash 0.2 (6.9 ) 35.6 — 28.9 Cash, cash equivalents and restricted cash at beginning of period 0.5 44.5 316.1 — 361.1 Cash, cash equivalents and restricted cash at end of period $ 0.7 $ 37.6 $ 351.7 $ — $ 390.0 Cash and cash equivalents at end of period $ 0.7 $ 37.6 $ 333.5 $ — $ 371.8 Restricted Cash, included in other assets at end of period — — 18.2 — 18.2 Cash, cash equivalents and restricted cash at end of period $ 0.7 $ 37.6 $ 351.7 $ — $ 390.0 |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 29, 2017 | Dec. 30, 2017 | |
Accounting Standards Update 2016-01 [Member] | Retained Earnings | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1.5 | |
Accounting Standards Update 2014-09 [Member] | Retained Earnings | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1.1 | |
Other Nonoperating Income (Expense) [Member] | Accounting Standards Update 2017-07 [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 72.4 | |
Selling, General and Administrative Expenses [Member] | Accounting Standards Update 2017-07 [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | 70.8 | |
Cost of Sales | Accounting Standards Update 2017-07 [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | 1.2 | |
Research and Development Expense [Member] | Accounting Standards Update 2017-07 [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 0.4 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers Future Performance Obligations (Details) $ in Millions | Sep. 28, 2018USD ($) |
Remainder of Fiscal 2018 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 71.7 |
Fiscal 2,019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 135.3 |
Fiscal 2,020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 118.6 |
Fiscal 2,021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 23.9 |
Thereafter | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 3.2 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | Dec. 29, 2017 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue Reserves | $ 81.6 | $ 81.6 | $ 65.5 | ||
Revenue Reserve Provision | 235.2 | ||||
Revenue Reserve Payments or Credits | (219.1) | ||||
Deferred Revenue, Revenue Recognized | 14.9 | ||||
Contract with Customer, Liability | 35.2 | 35.2 | 20.2 | ||
Contract with Customer, Liability, Current | 21.2 | 21.2 | 13.9 | ||
Capitalized Contract Cost, Gross | 27.6 | 27.6 | |||
Capitalized Contract Cost, Amortization | 8.5 | ||||
Contract with Customer, Liability, Noncurrent | 14 | 14 | 6.3 | ||
Net sales | $ 640 | $ 600.6 | $ 1,844.3 | $ 1,760.7 | |
Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 78.90% | 77.90% | |||
Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 21.10% | 22.10% | |||
Royalty [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 22.5 | $ 52.1 | |||
Rebates and Chargebacks [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue Reserves | 75.7 | 75.7 | 60.3 | ||
Revenue Reserve Provision | 221.2 | ||||
Revenue Reserve Payments or Credits | (205.8) | ||||
Allowance for Sales Returns [Member] (Deprecated 2018-01-31) | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue Reserves | 4.8 | 4.8 | 4.1 | ||
Revenue Reserve Provision | 6.6 | ||||
Revenue Reserve Payments or Credits | (5.9) | ||||
Other Sales Deductions [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue Reserves | $ 1.1 | 1.1 | $ 1.1 | ||
Revenue Reserve Provision | 7.4 | ||||
Revenue Reserve Payments or Credits | $ (7.4) |
Discontinued Operations and D_3
Discontinued Operations and Divestitures Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | Mar. 16, 2018 | Mar. 17, 2017 | Jan. 27, 2017 | |
Nuclear Imaging | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Capital Expenditure, Discontinued Operations | $ 0.3 | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 690 | ||||||
Disposal Group, Including Discontinued Operation, Upfront Consideration | 574 | ||||||
Disposal group, Including Discontinued Operation, Contingent Consideration Maximum Amount | $ 77 | ||||||
Gain (loss) on divestiture of discontinued operations | $ (0.6) | 362.8 | |||||
Discontinued operation, income tax (benefit) expense | (0.1) | 5.2 | |||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | 4.3 | ||||||
Income from discontinued operations | 0 | $ 15 | 8.4 | ||||
Other Tax Expense (Benefit) | 0.9 | ||||||
(Loss) income from discontinued operations, before income taxes | (0.6) | 371.2 | |||||
Contingent Consideration Received, Cash, Discontinued Operation | 6 | ||||||
Contingent consideration received, equity certificates | 9 | ||||||
Income tax expense on contingent consideration received, discontinued operations | 1.5 | ||||||
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | 13.5 | ||||||
Hemostasis Products | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Upfront Consideration | $ 153 | ||||||
Disposal Group, Not Discontinued Operation, Consideration | 185 | ||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | (0.6) | ||||||
Goodwill, Period Increase (Decrease) | (51.5) | ||||||
Disposal Group, Not Discontinued Operations, Account Receivable Consideration | 13.7 | ||||||
Disposal Group, Including Discontinued Operation, Intangible Assets, Noncurrent | 49.9 | ||||||
Disposal Group, Not Discontinued Operation, Contingent Consideration | $ (12.1) | ||||||
Intrathecal Therapy | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Not Discontinued Operation, Consideration | $ 203 | ||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | (0.4) | 56.6 | |||||
Proceeds from Collection of Notes Receivable | 154 | ||||||
Disposal Group, Not Discontinued Operation, Upfront Consideration | 17 | ||||||
Disposal Group, Not Discontinued Operation, Note Receivable Consideration | 154 | ||||||
Disposal Group, Not Discontinued Operation, Contingent Consideration | 32 | ||||||
Disposal Group, Not Discontinued Operation, Fixed Consideration | 171 | ||||||
Disposal Group, Not Discontinued Operations, Other Commitment | $ 3.1 | 3.1 | $ 7.3 | ||||
Specialty Generics Disposal Group | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Capital Expenditure, Discontinued Operations | 5.9 | 11.1 | 21.7 | 41.7 | |||
Discontinued operation, income tax (benefit) expense | 2.3 | 26.6 | 18.1 | 42.6 | |||
(Loss) income from discontinued operations, before income taxes | $ 13.5 | $ 37.8 | $ 82.7 | 179.8 | |||
Other Intangible Assets | Intrathecal Therapy | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 48.7 | ||||||
Goodwill | Intrathecal Therapy | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 49.8 |
Discontinued Operations and D_4
Discontinued Operations and Divestitures Discontinued Operations (Income) Loss from Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) income from discontinued operations, net of income taxes | $ 10.8 | $ 10.6 | $ 79.5 | $ 499.1 |
Nuclear Imaging | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operations, Net Sales | 0 | 31.6 | ||
Discontinued operation, costs of goods sold | 0 | 15.6 | ||
Discontinued operation, selling general and administrative expense | 0 | 7.8 | ||
Discontinued operation, other income | 0 | 0.2 | ||
(Loss) gain on divestiture of discontinued operations | (0.6) | 362.8 | ||
(Loss) income from discontinued operations, before income taxes | (0.6) | 371.2 | ||
Income tax (benefit) expense | (0.1) | 5.2 | ||
(Loss) income from discontinued operations, net of income taxes | (0.5) | 366 | ||
Specialty Generics Disposal Group | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operations, Net Sales | 159.9 | 193.3 | 536.4 | 668.6 |
Discontinued operation, costs of goods sold | 107.3 | 125.3 | 336.1 | 384.5 |
Discontinued operation, selling general and administrative expense | 29.4 | 19.3 | 73.8 | 56.6 |
Disposal Group, Including Discontinued Operations, Research and Development Expense | 7.6 | 12.6 | 36.8 | 46.3 |
Disposal Group, Including Discontinued Operations, Restructuring Charges | 0.1 | (1.1) | 5.3 | 5.8 |
Non-restructuring impairment charges | 2 | 0 | 2 | 0 |
Discontinued operation, other income | 0 | 0.6 | 0.3 | 4.4 |
(Loss) income from discontinued operations, before income taxes | 13.5 | 37.8 | 82.7 | 179.8 |
Income tax (benefit) expense | 2.3 | 26.6 | 18.1 | 42.6 |
(Loss) income from discontinued operations, net of income taxes | $ 11.2 | $ 11.2 | $ 64.6 | $ 137.2 |
Discontinued Operations and D_5
Discontinued Operations and Divestitures Discontinued Operations (Assets and Liabilities Held-for-sale) (Details) - Specialty Generics Disposal Group - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, held for sale | $ 189 | $ 170.4 |
Inventory, held for sale | 205.9 | 211.7 |
Property, Plant and Equipment, held for sale | 561.7 | 553.6 |
Intangible Assets, held for sale | 110.3 | 114 |
Other current assets and non-current assets, held for sale | 69.9 | 84.5 |
Total assets classified as held for sale in the balance sheet | 1,136.8 | 1,134.2 |
Accounts payable, held for sale | 39 | 36 |
Other current and non-current liabilities, held for sale | 143.4 | 126.6 |
Total liabilities classified as held for sale in the balance sheet | $ 182.4 | $ 162.6 |
Discontinued Operations and D_6
Discontinued Operations and Divestitures Discontinued Operations (Significant Cash and Non-Cash Transactions) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Specialty Generics Disposal Group | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Depreciation, Discontinued Operations | $ 0.6 | $ 15.3 | $ 12.1 | $ 45.7 |
Capital Expenditure, Discontinued Operations | 5.9 | 11.1 | 21.7 | 41.7 |
Amortization, Discontinued Operations | $ 0 | $ 3.9 | $ 1.7 | 14.6 |
Nuclear Imaging | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Capital Expenditure, Discontinued Operations | $ 0.3 |
Acquisitions, License Agreeme_3
Acquisitions, License Agreements and Other Investments (Narrative) (Details) - USD ($) | Aug. 06, 2018 | Feb. 13, 2018 | Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | Aug. 04, 2018 | Apr. 05, 2018 | Dec. 29, 2017 |
Business Acquisition [Line Items] | |||||||||
Amortization of Intangible Assets | $ 184,200,000 | $ 169,300,000 | $ 544,800,000 | $ 508,400,000 | |||||
Long-term Debt | 6,243,100,000 | 6,243,100,000 | $ 6,492,600,000 | ||||||
Sucampo [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 1,200,000,000 | ||||||||
Amortization of Intangible Assets | 18,000,000 | 0 | 45,000,000 | 0 | |||||
Business Combination Consideration Transferred, Net Of Cash | 698,000,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 149,600,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | 36,200,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 681,000,000 | ||||||||
Business Combination, Acquisition Related Costs | 3,200,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 847,600,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 170,200,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 366,300,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 35,700,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 153,200,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 919,500,000 | ||||||||
Goodwill, Acquired During Period | 244,700,000 | ||||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Assets Other | 25,900,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,528,600,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 108,300,000 | ||||||||
CPP [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment for License Option Exercised | $ 10,000,000 | ||||||||
Business Combination, Contingent Consideration, Payment | $ 5,000,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 185,000,000 | ||||||||
Potential reduction of future payment | $ 15,000,000 | ||||||||
Research and Development Expense [Member] | CPP [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment for License Option Exercised, Expensed | 7,300,000 | ||||||||
Cost of Sales | Sucampo [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization Of Inventory Step-Up To Cost Of Sales | 31,000,000 | $ 0 | 77,500,000 | $ 0 | |||||
Convertible Debt Securities [Member] | Sucampo 2021 Notes [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | 1,221 | ||||||||
Long-term Debt | $ 300,000,000 | ||||||||
Stated interest rate | 3.25% | ||||||||
Debt Instrument, Face Amount | $ 1,000 | ||||||||
Secured Debt | Term Loan due 2025 | |||||||||
Business Acquisition [Line Items] | |||||||||
Loans Payable | 597,000,000 | 597,000,000 | 0 | ||||||
Long-term Debt | 592,500,000 | $ 592,500,000 | $ 0 | ||||||
Secured Debt | Term Loan due 2025 | Sucampo [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Loans Payable | 600,000,000 | ||||||||
Unsecured Debt | 2017 Revolving Credit Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Long-term Debt | $ 900,000,000 | ||||||||
Prepaid Expenses and Other Current Assets [Member] | CPP [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment for License Option Exercised, Capitalized | $ 2,700,000 |
Acquisitions, License Agreeme_4
Acquisitions, License Agreements and Other Investments Schedule of Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Business Acquisition [Line Items] | ||
Goodwill | $ 3,675.4 | $ 3,482.7 |
Acquisitions, License Agreeme_5
Acquisitions, License Agreements and Other Investments Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Millions | Feb. 13, 2018 | Sep. 28, 2018 | Dec. 29, 2017 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 886.6 | $ 612.1 | |
In-process Research and Development | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 851.6 | $ 577.1 | |
Amitiza [Member] | Sucampo [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 634 | ||
Business Combination, Cash Flow Discount Rate | 14.00% | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | ||
Rescula [Member] | Sucampo [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11 | ||
Business Combination, Cash Flow Discount Rate | 14.00% | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | ||
VTS-270 [Member] | Sucampo [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Business Combination, Cash Flow Discount Rate | 15.00% | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 274.5 |
Acquisitions, License Agreeme_6
Acquisitions, License Agreements and Other Investments Schedule of Financial Results of Acquirees (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Business Acquisition [Line Items] | ||||
Amortization of Intangible Assets | $ 184.2 | $ 169.3 | $ 544.8 | $ 508.4 |
Net sales | 640 | 600.6 | 1,844.3 | 1,760.7 |
Operating Income (Loss) | 56 | 83.6 | 65.9 | 220 |
Sucampo [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization of Intangible Assets | 18 | 0 | 45 | 0 |
Net sales | 50.7 | 0 | 124.5 | 0 |
Operating Income (Loss) | (32.2) | 0 | (99.9) | 0 |
Sucampo [Member] | Cost of Sales | ||||
Business Acquisition [Line Items] | ||||
Amortization Of Inventory Step-Up To Cost Of Sales | $ 31 | $ 0 | $ 77.5 | $ 0 |
Restructuring and Related Cha_3
Restructuring and Related Charges (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Restructuring Cost and Reserve | ||||
Restructuring charges, net | $ 14.7 | $ 15.4 | $ 96.5 | $ 26.3 |
Restructuring Fiscal 2016 Plan | Minimum | ||||
Restructuring Cost and Reserve | ||||
Restructuring and Related Cost, Expected Cost | 100 | 100 | ||
Restructuring Fiscal 2016 Plan | Maximum | ||||
Restructuring Cost and Reserve | ||||
Restructuring and Related Cost, Expected Cost | 125 | 125 | ||
Restructuring Fiscal 2018 Plan | Minimum | ||||
Restructuring Cost and Reserve | ||||
Restructuring and Related Cost, Expected Cost | 100 | 100 | ||
Restructuring Fiscal 2018 Plan | Maximum | ||||
Restructuring Cost and Reserve | ||||
Restructuring and Related Cost, Expected Cost | $ 125 | 125 | ||
Raplixa | Contract Termination [Member] | ||||
Restructuring Cost and Reserve | ||||
Restructuring charges, net | $ 48.8 |
Restructuring and Related Cha_4
Restructuring and Related Charges (Schedule of Restructuring and Related Charges by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Restructuring Cost and Reserve | ||||
Restructuring and related charges, net | $ 19.6 | $ 16.1 | $ 101.4 | $ 28.4 |
Less: accelerated depreciation | (4.9) | (0.7) | (4.9) | (2.1) |
Restructuring charges, net | 14.7 | 15.4 | 96.5 | 26.3 |
Specialty Brands | ||||
Restructuring Cost and Reserve | ||||
Restructuring and related charges, net | 3.2 | 14.6 | 73.7 | 24.1 |
Corporate | ||||
Restructuring Cost and Reserve | ||||
Restructuring and related charges, net | $ 16.4 | $ 1.5 | $ 27.7 | $ 4.3 |
Restructuring and Related Cha_5
Restructuring and Related Charges (Schedule of Net Restructuring and Related Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Restructuring Cost and Reserve | ||||
Restructuring and related charges, net | $ 19.6 | $ 16.1 | $ 101.4 | $ 28.4 |
Less: non-cash charges, including accelerated depreciation and impairments | (4.9) | (0.7) | (4.9) | (2.1) |
Total charges expected to be settled in cash | 14.7 | 15.4 | 96.5 | 26.3 |
Restructuring Fiscal 2018 Plan | ||||
Restructuring Cost and Reserve | ||||
Restructuring and related charges, net | 5.2 | 0 | 5.2 | 0 |
Restructuring Fiscal 2016 Plan | ||||
Restructuring Cost and Reserve | ||||
Restructuring and related charges, net | 9.7 | 16.1 | 65.1 | 28.4 |
Acquisitions | ||||
Restructuring Cost and Reserve | ||||
Restructuring and related charges, net | $ 4.7 | $ 0 | $ 31.1 | $ 0 |
Restructuring and Related Cha_6
Restructuring and Related Charges (Schedule of Restructuring Reserves by Type of Cost) (Details) $ in Millions | 9 Months Ended |
Sep. 28, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 14.9 |
Charges | 100.5 |
Changes in estimate | (4) |
Cash payments | (33.4) |
Ending Balance | 77.7 |
Restructuring Reserve, Translation and Other Adjustment | (1) |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | (0.7) |
Restructuring Fiscal 2018 Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Charges | 2.2 |
Changes in estimate | 0 |
Cash payments | 0 |
Ending Balance | 2.2 |
Restructuring Reserve, Translation and Other Adjustment | 0 |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 0 |
Restructuring Fiscal 2016 Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 14.1 |
Charges | 68.4 |
Changes in estimate | (3.3) |
Cash payments | (11.5) |
Ending Balance | 67.4 |
Restructuring Reserve, Translation and Other Adjustment | (1) |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | (0.7) |
Acquisitions | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0.8 |
Charges | 29.9 |
Changes in estimate | (0.7) |
Cash payments | (21.9) |
Ending Balance | 8.1 |
Restructuring Reserve, Translation and Other Adjustment | 0 |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | $ 0 |
Restructuring and Related Cha_7
Restructuring and Related Charges (Schedule of Restructuring Charges Incurred Cumulative to Date) (Details) $ in Millions | Sep. 28, 2018USD ($) |
Restructuring Fiscal 2016 Plan | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | $ 120.9 |
Restructuring Fiscal 2016 Plan | Specialty Brands | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | 80 |
Restructuring Fiscal 2016 Plan | Specialty Generics Disposal Group | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | 14.4 |
Restructuring Fiscal 2016 Plan | Corporate | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | 26.5 |
Restructuring Fiscal 2018 Plan | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | 5.2 |
Restructuring Fiscal 2018 Plan | Specialty Brands | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | 3 |
Restructuring Fiscal 2018 Plan | Specialty Generics Disposal Group | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | 0 |
Restructuring Fiscal 2018 Plan | Corporate | |
Restructuring Cost and Reserve | |
Restructuring costs incurred cumulative to date | $ 2.2 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | Dec. 29, 2017 | Mar. 16, 2018 | Feb. 13, 2018 | |
Income Taxes [Line Items] | |||||||
Deferred tax benefit, intangible assets | $ (58,900,000) | ||||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 16,300,000 | ||||||
Deferred tax expense, Utilization of Tax Attributes | $ 74,300,000 | $ 101,500,000 | |||||
Income tax benefit | 125,200,000 | 57,800,000 | $ 222,000,000 | 153,400,000 | |||
Increase (decrease) tax benefit | 67,400,000 | 68,600,000 | |||||
Increase (Decrease) Tax Benefit, Intercompany Financing Reorganization | 82,300,000 | 82,300,000 | |||||
Increase (Decrease) Tax Expense (Benefit), Legal Reorganization | 17,300,000 | 17,300,000 | |||||
Increase (Decrease) Tax Expense (Benefit), U.S. Tax Reform Deferred Tax Liabilities Remeasurment Adjustment | 9,100,000 | (9,100,000) | |||||
Increase (Decrease) Tax Expense (Benefit) Due to Pension Settlement | 18,100,000 | ||||||
Current Income Tax Expense (Benefit), Intercompany Financing Reorganziation | 1,000,000 | ||||||
Deferred Income Tax Expense (Benefit), Intercompany Financing Reorganization | (83,300,000) | ||||||
Increase (Decrease) Deferred Tax Asset, Tax Loss and Credit Carryforwards | 67,000,000 | ||||||
Increase (Decrease) Deferred Tax Liabilities, Investment in Partnership | 58,900,000 | ||||||
Increase (Decrease) Deferred Tax Liability Resulting From Tax Reform, TCJA | $ (444,800,000) | ||||||
Loss (income) from continuing operations before income taxes | $ 22,200,000 | $ 4,700,000 | $ 190,100,000 | $ 126,800,000 | |||
Effective tax rate | 564.00% | 1229.80% | 116.80% | 121.00% | |||
Current Income Tax Expense (Benefit) | $ 16,100,000 | $ (81,400,000) | $ 29,200,000 | $ (13,600,000) | |||
Deferred Income Tax Expense (Benefit) | (141,300,000) | 23,600,000 | (251,200,000) | (139,800,000) | |||
Deferred Income Tax Expense (Benefit), Intangible Assets | 50,700,000 | 241,300,000 | |||||
Income Taxes Paid, Net | 12,500,000 | 73,400,000 | |||||
(Loss) income from discontinued operations, net of income taxes | 10,800,000 | 10,600,000 | 79,500,000 | 499,100,000 | |||
Unrecognized tax benefits | 192,300,000 | 192,300,000 | 182,500,000 | ||||
Unrecognized tax benefits, net increase | 9,800,000 | ||||||
Unrecognized tax benefits, net increase related to prior period tax positions | 16,600,000 | ||||||
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 2,000,000 | ||||||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | 4,800,000 | ||||||
Unrecognized tax benefits, which if favorably settled would benefit the effective tax rate | 179,500,000 | 179,500,000 | |||||
Interest accrued on unrecognized tax benefits | 18,000,000 | 18,000,000 | $ 7,100,000 | ||||
Unrecognized tax benefits that would impact effective tax rate, upper bound of change | 34,200,000 | 34,200,000 | |||||
Income tax penalties and interest accrued that would impact effective tax rate, upper bound of change | 5,700,000 | 5,700,000 | |||||
Increase (Decrease) Tax Expense (Benefit) Due to U.S. Tax Reform | 36,700,000 | 70,000,000 | |||||
Increase (Decrease) Foreign Tax Expense (Benefit) Due To Acquisitions | (3,700,000) | (11,800,000) | |||||
Increase (Decrease) Tax Expense (Benefit) Due to Divestiture | 27,100,000 | ||||||
Increase (Decrease) Tax Expense (Benefit), Change in Operating Income | $ 8,300,000 | $ (9,100,000) | |||||
Effective Income Tax Rate Reconciliation, Deduction, Percent, US Tax Reform TCJA | 4100.00% | 480.00% | |||||
Sucampo [Member] | |||||||
Income Taxes [Line Items] | |||||||
Increase (Decrease) Deferred Tax Asset, Net Operating Losses | $ 29,400,000 | ||||||
Deferred tax benefit, intangible assets | 179,300,000 | ||||||
Increase (Decrease) Deferred Tax Liability, Inventory Step-Up | 24,100,000 | ||||||
Increase (Decrease) Deferred Tax Asset, Net | 3,800,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 170,200,000 | ||||||
Specialty Generics Disposal Group | |||||||
Income Taxes [Line Items] | |||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | $ (13,500,000) | (37,800,000) | (82,700,000) | (179,800,000) | |||
Income tax (benefit) expense | 2,300,000 | 26,600,000 | 18,100,000 | 42,600,000 | |||
(Loss) income from discontinued operations, net of income taxes | 11,200,000 | 11,200,000 | 64,600,000 | 137,200,000 | |||
Nuclear Imaging | |||||||
Income Taxes [Line Items] | |||||||
Other Tax Expense (Benefit) | 900,000 | ||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 600,000 | (371,200,000) | |||||
Contingent Consideration Received, Cash, Discontinued Operation | 6,000,000 | ||||||
Contingent consideration received, equity certificates | 9,000,000 | ||||||
Income tax expense on contingent consideration received, discontinued operations | 1,500,000 | ||||||
Income tax (benefit) expense | (100,000) | 5,200,000 | |||||
(Loss) income from discontinued operations, net of income taxes | $ (500,000) | $ 366,000,000 | |||||
Hemostasis Products | |||||||
Income Taxes [Line Items] | |||||||
Increase (Decrease) in Deferred Tax Liability, Future Consideration | 1,500,000 | ||||||
Increase (Decrease) Deferred Tax Asset, Net Operating Losses | (2,400,000) | ||||||
Deferred tax benefit, intangible assets | 4,200,000 | ||||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | (8,100,000) | ||||||
Increase (Decrease) Deferred Tax Liability, Inventory Step-Up | (3,000,000) | ||||||
Increase (Decrease), Deferred Tax Liability, Net | $ (3,000,000) | ||||||
Discontinued Operations [Member] | |||||||
Income Taxes [Line Items] | |||||||
Unrecognized tax benefits, which if favorably settled would benefit the effective tax rate | $ 20,000,000 | $ 20,000,000 |
Earnings per Share (Details)
Earnings per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Earnings Per Share | ||||
Weighted-average shares outstanding - basic (in shares) | 83.2 | 96.7 | 84.2 | 99.5 |
Dilutive impact of restricted share units and share options (in shares) | 1.8 | 0.3 | 1 | 0.3 |
Weighted-average shares outstanding - diluted (in shares) | 85 | 97 | 85.2 | 99.8 |
Earnings per Share Anti-Dilutiv
Earnings per Share Anti-Dilutive Shares (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3.4 | 4.3 | 3.4 | 3.6 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Raw materials and supplies | $ 22 | $ 23.7 |
Work in process | 91.3 | 61.1 |
Finished goods | 30.1 | 43.9 |
Inventories | $ 143.4 | $ 128.7 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 620.9 | $ 569.7 |
Less: accumulated depreciation | (181.6) | (156.5) |
Property, plant and equipment, net | $ 439.3 | $ 413.2 |
Property, Plant and Equipment D
Property, Plant and Equipment Depreciation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Property, Plant and Equipment | ||||
Depreciation | $ 15.1 | $ 12 | $ 38.4 | $ 37.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Schedule Of Goodwill) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 28, 2018 | Dec. 29, 2017 | |
Goodwill | ||
Goodwill | $ 3,675.4 | $ 3,482.7 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 886.6 | 612.1 |
Specialty Brands | ||
Goodwill | ||
Goodwill | 3,675.4 | |
Goodwill, Period Increase (Decrease) | 192.7 | |
Accumulated Impairment | 0 | 0 |
Goodwill, Gross | $ 3,482.7 | |
Sucampo [Member] | ||
Goodwill | ||
Goodwill, Acquired During Period | 244.7 | |
Hemostasis Products | ||
Goodwill | ||
Goodwill, Period Increase (Decrease) | (51.5) | |
Stannsoporfin [Member] | InfaCare Acquisition | ||
Goodwill | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 113.5 | |
VTS-270 [Member] | Sucampo [Member] | ||
Goodwill | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 274.5 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Schedule Of Intangible Assets) (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Schedule of Intangible Asset by Major Class [Line Items] | ||
Amortizable intangible assets, gross | $ 10,391 | $ 9,806.6 |
Accumulated amortization | 2,692.4 | 2,157.7 |
Non-Amortizable intangible assets, gross | 886.6 | 612.1 |
Trademarks | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Non-Amortizable intangible assets, gross | 35 | 35 |
In-process Research and Development | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Non-Amortizable intangible assets, gross | 851.6 | 577.1 |
Completed Technology | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Amortizable intangible assets, gross | 10,278.4 | 9,693 |
Accumulated amortization | 2,656.4 | 2,126.1 |
Customer Relationships | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Amortizable intangible assets, gross | 28.7 | 29.5 |
Accumulated amortization | 14 | 12.2 |
Trademarks | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Amortizable intangible assets, gross | 75.3 | 75.5 |
Accumulated amortization | 13.4 | 10.8 |
Other | ||
Schedule of Intangible Asset by Major Class [Line Items] | ||
Amortizable intangible assets, gross | 8.6 | 8.6 |
Accumulated amortization | $ 8.6 | $ 8.6 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 28, 2018 | Dec. 29, 2017 | |
Goodwill | ||
Goodwill | $ 3,675.4 | $ 3,482.7 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 886.6 | $ 612.1 |
Specialty Brands | ||
Goodwill | ||
Goodwill, Period Increase (Decrease) | 192.7 | |
Goodwill | $ 3,675.4 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Schedule of Intangible Asset Amortization Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 184.2 | $ 169.3 | $ 544.8 | $ 508.4 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Schedule of Future Amortization Expense, Intangible Assets) (Details) $ in Millions | Sep. 28, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of Fiscal 2018 | $ 184.2 |
Fiscal 2,019 | 737.2 |
Fiscal 2,020 | 736.9 |
Fiscal 2,021 | 736.6 |
Fiscal 2,022 | $ 609.6 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Jan. 16, 2018 | Sep. 28, 2018 | Mar. 15, 2018 | Dec. 29, 2017 | Apr. 30, 2013 |
Current maturities of long-term debt | |||||
Debt Issuance Costs, Current, Net | $ 0.3 | $ 0.5 | |||
Long-term Debt, Current Maturities | 17 | 314.2 | |||
Long-term debt | |||||
Long-term Debt | 6,243.1 | 6,492.6 | |||
Total Debt | 6,260.1 | 6,806.6 | |||
Total Debt Issuance Costs | 69.4 | 72.2 | |||
Debt and Capital Lease Obligations | 6,806.8 | ||||
Long-term Debt | |||||
Long-term debt | |||||
Debt Issuance Costs | $ 69.1 | 71.7 | |||
Term Loan due 2025 | Secured Debt | |||||
Schedule of Long-term Debt including Capital Lease Obligation [Line Items] | |||||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 5.52% | ||||
Current maturities of long-term debt | |||||
Debt Issuance Costs, Current, Net | $ 0.1 | 0 | |||
Long-term Debt, Current Maturities | 4.5 | 0 | |||
Long-term debt | |||||
Long-term Debt | 592.5 | 0 | |||
Debt Issuance Costs | 11.1 | 0 | |||
Loans Payable | 597 | 0 | |||
ACOA Loan due 2028 | Unsecured Debt | |||||
Schedule of Long-term Debt including Capital Lease Obligation [Line Items] | |||||
Debt Instrument, Face Amount | $ 5 | ||||
Current maturities of long-term debt | |||||
Debt Issuance Costs, Current, Net | 0 | 0 | |||
Long-term Debt, Current Maturities | 0.2 | 0 | |||
Long-term debt | |||||
Long-term Debt | 1.6 | 0 | |||
Debt Issuance Costs | 0 | 0 | |||
Loans Payable | 1.8 | ||||
Capital Lease Obligations and Vendor Financing | |||||
Current maturities of long-term debt | |||||
Debt Issuance Costs, Current, Net | 0 | 0 | |||
Capital Lease Obligations, Current | 0 | 0.2 | |||
3.50% Senior Notes | Unsecured Debt | |||||
Schedule of Long-term Debt including Capital Lease Obligation [Line Items] | |||||
Repayments of Debt | 300 | ||||
Current maturities of long-term debt | |||||
Debt Issuance Costs, Current, Net | 0 | 0.2 | |||
Long-term Debt, Current Maturities | $ 0 | 300 | |||
3.50% Senior Notes | Senior Notes | |||||
Schedule of Long-term Debt including Capital Lease Obligation [Line Items] | |||||
Stated interest rate | 3.50% | ||||
Term Loan due 2024 | Secured Debt | |||||
Schedule of Long-term Debt including Capital Lease Obligation [Line Items] | |||||
Repayments of Debt | $ 225 | ||||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 5.14% | ||||
Current maturities of long-term debt | |||||
Debt Issuance Costs, Current, Net | $ 0.2 | 0.3 | |||
Long-term Debt, Current Maturities | 12.3 | 14 | |||
Long-term debt | |||||
Long-term Debt | 1,601.5 | 1,837.2 | |||
Debt Issuance Costs | 20.7 | 26.7 | |||
Loans Payable | 1,613.8 | 1,851.2 | |||
4.88% Senior Notes | Unsecured Debt | |||||
Long-term debt | |||||
Long-term Debt | 700 | 700 | |||
Debt Issuance Costs | 3.8 | 5.7 | |||
Receivable securitization, Maturity Date of July 2020 | |||||
Long-term debt | |||||
Long-term Debt | 225 | 200 | |||
Debt Issuance Costs | 0.5 | 0.7 | |||
9.50% Debenture | Debentures | |||||
Long-term debt | |||||
Long-term Debt | 10.4 | 10.4 | |||
Debt Issuance Costs | 0 | 0 | |||
5.75% Senior Notes | Unsecured Debt | |||||
Long-term debt | |||||
Long-term Debt | 884 | 884 | |||
Debt Issuance Costs | 8 | 9.5 | |||
8.00% Debenture | Debentures | |||||
Long-term debt | |||||
Long-term Debt | 4.4 | 4.4 | |||
Debt Issuance Costs | 0 | 0 | |||
4.75% Senior Notes | Unsecured Debt | |||||
Long-term debt | |||||
Long-term Debt | 500.2 | 526.5 | |||
Debt Issuance Costs | 3.7 | 4.5 | |||
4.75% Senior Notes | Senior Notes | |||||
Schedule of Long-term Debt including Capital Lease Obligation [Line Items] | |||||
Stated interest rate | 4.75% | ||||
5.625% Senior Notes | Unsecured Debt | |||||
Long-term debt | |||||
Long-term Debt | 731.4 | 738 | |||
Debt Issuance Costs | 8.4 | 9.7 | |||
5.50% Senior Notes | Unsecured Debt | |||||
Long-term debt | |||||
Long-term Debt | 692.1 | 692.1 | |||
Debt Issuance Costs | 8 | 9 | |||
2017 Revolving Credit Facility | Secured Debt | |||||
Long-term debt | |||||
Long-term Debt | 300 | 900 | |||
Debt Issuance Costs | $ 4.9 | $ 5.9 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Millions | Feb. 13, 2018 | Jan. 16, 2018 | Sep. 28, 2018 | Dec. 29, 2017 |
Debt Instrument | ||||
Long-term Debt | $ 6,243.1 | $ 6,492.6 | ||
Total Debt | 6,260.1 | 6,806.6 | ||
Receivable securitization, Maturity Date of July 2020 | ||||
Debt Instrument | ||||
Long-term Debt | 225 | 200 | ||
Secured Debt | Term Loan due 2025 | ||||
Debt Instrument | ||||
Long-term Debt | $ 592.5 | 0 | ||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 5.52% | |||
Loans Payable | $ 597 | 0 | ||
Secured Debt | Receivable securitization, Maturity Date of July 2020 | ||||
Debt Instrument | ||||
Interest rate | 3.16% | |||
Long-term Line of Credit | $ 225 | |||
Secured Debt | Term Loan due 2024 | ||||
Debt Instrument | ||||
Long-term Debt | $ 1,601.5 | 1,837.2 | ||
Repayments of Debt | $ 225 | |||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 5.14% | |||
Loans Payable | $ 1,613.8 | 1,851.2 | ||
Secured Debt | 2017 Revolving Credit Facility | ||||
Debt Instrument | ||||
Long-term Debt | $ 300 | $ 900 | ||
Revolving Credit Facility | ||||
Debt Instrument | ||||
Interest rate | 4.64% | |||
Long-term Line of Credit | $ 300 | |||
Unsecured Debt | 3.50% Senior Notes | ||||
Debt Instrument | ||||
Repayments of Debt | $ 300 | |||
Sucampo [Member] | Secured Debt | Term Loan due 2025 | ||||
Debt Instrument | ||||
Debt Instrument, Basis Spread on Variable Rate | 300.00% | |||
Debt Instrument, Discount Percentage | 25.00% | |||
Loans Payable | $ 600 |
Debt (Schedule of Applicable In
Debt (Schedule of Applicable Interest Rates on Variable-rate Debt) (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Revolving Credit Facility | ||
Schedule of Applicable Interest Rate on Variable-rate Debt [Line Items] | ||
Interest rate | 4.64% | |
Long-term Line of Credit | $ 300 | |
Term Loan due 2025 | Secured Debt | ||
Schedule of Applicable Interest Rate on Variable-rate Debt [Line Items] | ||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 5.52% | |
Loans Payable | $ 597 | $ 0 |
Receivable securitization, Maturity Date of July 2020 | Secured Debt | ||
Schedule of Applicable Interest Rate on Variable-rate Debt [Line Items] | ||
Interest rate | 3.16% | |
Long-term Line of Credit | $ 225 | |
Term Loan due 2024 | Secured Debt | ||
Schedule of Applicable Interest Rate on Variable-rate Debt [Line Items] | ||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 5.14% | |
Loans Payable | $ 1,613.8 | $ 1,851.2 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Postretirement Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic benefit (credit) cost | $ (0.1) | $ 0 | $ (1.1) | $ 0 |
Pension Plan [Member] | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic benefit (credit) cost | (3) | 0.1 | (2.2) | 73.9 |
Defined Benefit Plan, Plan Assets, Contributions by Employer | 61.3 | |||
Plan settlements | $ (3.4) | $ 0 | $ (3.4) | $ 69.7 |
Retirement Plans (Schedule of N
Retirement Plans (Schedule of Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0.1 | $ 0 | $ 0.2 | $ 1.3 |
Interest cost | 0.2 | 0.1 | 0.5 | 1.7 |
Expected return on plan assets | 0 | 0 | 0 | (0.8) |
Amortization of net actuarial loss | 0.1 | 0 | 0.4 | 1.8 |
Amortization of prior service cost | 0 | 0 | 0.1 | 0.2 |
Plan settlements | (3.4) | 0 | (3.4) | 69.7 |
Net periodic benefit (credit) cost | (3) | 0.1 | (2.2) | 73.9 |
Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit (credit) cost | $ (0.1) | $ 0 | $ (1.1) | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Schedule of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 28, 2018 | Sep. 29, 2017 | Dec. 30, 2017 | Dec. 29, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Adjusted for ASU | $ (14.4) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | $ (12.9) | $ (72.5) | ||
Other Comprehensive Income (Loss), before Reclassifications | 0.2 | 23.4 | ||
Reclassification from Accumulated Other Comprehensive Income | (4.5) | 36 | ||
Other Comprehensive Income (Loss) | (4.3) | 59.4 | ||
Ending Balance | (18.7) | (13.1) | ||
Accumulated Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (8.2) | (19.5) | ||
Other Comprehensive Income (Loss), before Reclassifications | (4.1) | 17.7 | ||
Reclassification from Accumulated Other Comprehensive Income | 0 | (4.7) | ||
Other Comprehensive Income (Loss) | (4.1) | 13 | ||
Ending Balance | (12.3) | (6.5) | ||
Accumulated Unrecognized Gain (Loss) on Derivatives | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (4.7) | (5.7) | ||
Other Comprehensive Income (Loss), before Reclassifications | 0 | 0 | ||
Reclassification from Accumulated Other Comprehensive Income | 0.7 | 0.9 | ||
Other Comprehensive Income (Loss) | 0.7 | 0.9 | ||
Ending Balance | (4) | (4.8) | ||
Accumulated Unrecognized Gain (Loss) on Benefit Plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (1.5) | (47.3) | ||
Other Comprehensive Income (Loss), before Reclassifications | 4.3 | 5.6 | ||
Reclassification from Accumulated Other Comprehensive Income | (5.2) | 39.8 | ||
Other Comprehensive Income (Loss) | (0.9) | 45.4 | ||
Ending Balance | (2.4) | (1.9) | ||
Accumulated Unrecognized Gain on Equity Securities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | 0 | 0 | ||
Other Comprehensive Income (Loss), before Reclassifications | 0 | 0.1 | ||
Reclassification from Accumulated Other Comprehensive Income | 0 | 0 | ||
Other Comprehensive Income (Loss) | 0 | 0.1 | ||
Ending Balance | $ 0 | $ 0.1 | ||
Retained Earnings | Accounting Standards Update 2016-01 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1.5 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Schedule of Reclassifications out of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 28, 2018 | Sep. 29, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Total reclassifications for the period | $ (4.5) | $ 36 |
Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amortization of unrealized loss on derivatives, before tax | 0.7 | 1.1 |
Amortization of unrealized loss on derivatives, tax | 0 | (0.2) |
Amortization of unrealized loss on derivatives, net of tax | 0.7 | 0.9 |
Amortization of pension and post-retirement plans, net actuarial loss | 0.4 | 1.8 |
Amortization of pension and post-retirement plans, prior service credit | (1.5) | (1) |
Divestiture of discontinued operations | 0 | (3.1) |
Plan settlements | (4.1) | 69.7 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax | (5.2) | 67.4 |
Amortization of pension and post-retirement plans, tax | 0 | (27.6) |
Amortization of pension and post-retirement plans, net of tax | (5.2) | 39.8 |
Currency translation | $ 0 | $ (4.7) |
Equity (Details)
Equity (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 30, 2016 | Sep. 28, 2018 | Dec. 29, 2017 | Mar. 01, 2017 | Mar. 16, 2016 | |
March 2016 Repurchase Program | |||||
Equity, Class of Treasury Stock | |||||
Stock Repurchase Program, Authorized Amount | $ 350 | ||||
Stock Repurchased During Period, Number of Shares | 1,501,676 | 0 | 5,366,741 | ||
Stock Repurchased During Period, Amount | $ 84 | $ 0 | $ 266 | ||
Stock Repurchase Program, Remaining Amount Available | $ 0 | ||||
March 2017 Repurchase Program | |||||
Equity, Class of Treasury Stock | |||||
Stock Repurchase Program, Authorized Amount | $ 1,000 | ||||
Stock Repurchased During Period, Number of Shares | 0 | 3,610,968 | 13,490,448 | ||
Stock Repurchased During Period, Amount | $ 0 | $ 55.2 | $ 380.6 | ||
Stock Repurchase Program, Remaining Amount Available | $ 564.2 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 28, 2018 | Dec. 29, 2017 | |
Others | ||
Guarantor Obligations [Line Items] | ||
Maximum future payments | $ 22.5 | |
Mallinckrodt Baker | Indemnification Agreement | ||
Guarantor Obligations [Line Items] | ||
Guarantor obligations, obligation term | 17 years | |
Maximum future payments | $ 70.2 | |
Escrow Deposit | 30 | |
Mallinckrodt Baker | Indemnification Agreement | Other Liabilities | ||
Guarantor Obligations [Line Items] | ||
Guarantors obligation | 14.3 | $ 14.9 |
Mallinckrodt Baker | Indemnification Agreement | Other Assets | ||
Guarantor Obligations [Line Items] | ||
Escrow Deposit | 18.5 | 18.3 |
Mallinckrodt Baker | Environmental, Health and Safety Matters | Indemnification Agreement | Other Liabilities | ||
Guarantor Obligations [Line Items] | ||
Guarantors obligation | $ 11.6 | $ 12.1 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | Jun. 30, 2018Defendent | Apr. 01, 2014USD ($)Defendent | Sep. 28, 2018USD ($)Case | Sep. 29, 2017USD ($) | Sep. 28, 2018USD ($)lawsuitCase | Sep. 29, 2017USD ($) | Dec. 29, 2017USD ($) | Sep. 25, 2015order | Aug. 07, 2018USD ($) | Mar. 25, 2016USD ($) |
Loss Contingencies [Line Items] | ||||||||||
Litigation Settlement, Expense | $ 102,000,000 | |||||||||
Payments for Legal Settlements | 35,000,000 | |||||||||
Environmental liabilities | $ 52,200,000 | $ 52,200,000 | ||||||||
Deferred tax liabilities related to installment sales | 537,900,000 | 537,900,000 | ||||||||
Section 453(a) interest | 6,400,000 | $ 17,600,000 | 18,100,000 | $ 53,900,000 | ||||||
Interest Payable, Installment Sales | 56,000,000 | 56,000,000 | $ 46,000,000 | |||||||
Lower Passaic River, New Jersey | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | Defendent | 70 | |||||||||
Environmental liabilities | 26,200,000 | $ 26,200,000 | ||||||||
Remedial cost, estimate | $ 1,700,000,000 | $ 1,380,000,000 | ||||||||
Loss Contingency, Settlement Agreement, Amount | $ 280,600 | |||||||||
Accrual for Environmental Loss Contingencies, Period Increase (Decrease) | $ (11,800,000) | |||||||||
Occidental, Lower Passaic River [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | Defendent | 120 | |||||||||
Asbestos Matters | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Pending claims | Case | 11,600 | 11,600 | ||||||||
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 | $ 2,400,000 | $ 2,400,000 | ||||||||
Opioid Crisis [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss Contingency, Number of Plaintiffs | lawsuit | 1,275 | |||||||||
Mallinckrodt Veterinary, Inc., Millsboro, Delaware [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of Administrative Orders of Consent Entered Into | order | 2 | |||||||||
Minimum | Environmental Remediation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Remedial cost, estimate | 26,700,000 | $ 26,700,000 | ||||||||
Minimum | Lower Passaic River, New Jersey | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Remedial cost, estimate | 365,000,000 | |||||||||
Maximum | Environmental Remediation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Remedial cost, estimate | $ 67,300,000 | $ 67,300,000 | ||||||||
Maximum | Lower Passaic River, New Jersey | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Remedial cost, estimate | $ 3,200,000,000 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 28, 2018 | Mar. 30, 2018 | Sep. 28, 2018 | Mar. 16, 2018 | Dec. 29, 2017 | Apr. 30, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Business Combination, Contingent Consideration, Liability, Current | $ 52.8 | $ 52.8 | ||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 114.5 | 114.5 | ||||
Mesoblast [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Proceeds from Sale of Available-for-sale Securities, Equity | 25.5 | |||||
Available-for-sale Securities, Gross Realized Gains (Losses), Sale Proceeds | 3.4 | |||||
Senior Notes | 3.50% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 3.50% | |||||
Senior Notes | 4.75% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 4.75% | |||||
Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Investments, Fair Value Disclosure | 35.3 | 35.3 | $ 35.4 | |||
PreveLeak | Hemostasis Products | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Business Combination, Contingent Consideration, Payment | $ 12 | |||||
Level 3 | Other Assets | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Cash surrender value of life insurance | 66.1 | 66.1 | 67 | |||
Level 3 | Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Investments, Fair Value Disclosure | 0 | 0 | 0 | |||
Level 3 | Recurring | Questcor Pharmaceuticals, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Fair value of contingent liability | 86.7 | 86.7 | 111.8 | |||
Level 3 | Recurring | Stratatech | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Fair value of contingent liability | 56.9 | 56.9 | 53.5 | |||
Level 3 | Raplixa | Recurring | Hemostasis Products | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Fair value of contingent consideration | 7 | |||||
Level 3 | PreveLeak | Recurring | Hemostasis Products | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Fair value of contingent liability | 17.1 | |||||
Level 3 | Stannsoporfin [Member] | Recurring | InfaCare Acquisition | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Fair value of contingent consideration | 0 | 0 | 35 | |||
Fair value adjustment | 7 | 35 | ||||
Level 3 | MNK-6105 [Member] | Recurring | Ocera [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Fair value of contingent consideration | $ 23.7 | $ 23.7 | 22 | |||
Level 2 | Debentures | 8.00% Debenture | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 8.00% | 8.00% | ||||
Level 2 | Debentures | 9.50% Debenture | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 9.50% | 9.50% | ||||
Level 2 | Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Investments, Fair Value Disclosure | $ 10.8 | $ 10.8 | 11.4 | |||
Level 1 | Senior Notes | 3.50% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 3.50% | 3.50% | ||||
Level 1 | Senior Notes | 4.75% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 4.75% | 4.75% | ||||
Level 1 | Senior Notes | 5.75% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 5.75% | 5.75% | ||||
Level 1 | Senior Notes | 4.88% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 4.875% | 4.875% | ||||
Level 1 | Senior Notes | 5.50% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 5.50% | 5.50% | ||||
Level 1 | Unsecured Debt | 5.625% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Stated interest rate | 5.625% | 5.625% | ||||
Level 1 | Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Investments, Fair Value Disclosure | $ 24.5 | $ 24.5 | 24 | |||
Maximum | Synacthen | Questcor Pharmaceuticals, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Milestone Payment | 115 | |||||
Hemostasis Products | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Disposal Group, Not Discontinued Operation, Contingent Consideration | $ 12.1 | |||||
Nuclear Imaging | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Contingent consideration received, equity certificates | 9 | |||||
Nuclear Imaging | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Contingent consideration received, equity certificates | 9 | |||||
Indemnification Agreement | Mallinckrodt Baker | Level 1 | Other Assets | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Restricted Cash and Cash Equivalents | $ 18.5 | 18.5 | $ 18.3 | |||
Novartis 2015 and 2016 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||||||
Business Combination, Contingent Consideration, Annual Payments | $ 25 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements (Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis) (Details) - Recurring - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Assets: | ||
Rabbi Trust Investments, Fair Value Disclosure | $ 35.3 | $ 35.4 |
Equity Securities, Fair Value Disclosure | 0 | 22.7 |
Foreign exchange forward and option contracts | 0 | 0.1 |
Total assets at fair value | 35.3 | 58.2 |
Liabilities: | ||
Deferred Compensation Liability, Fair Value | 41.7 | 42.7 |
Contingent consideration and acquired contingent liabilities | 167.3 | 246.4 |
Foreign exchange forward and option contracts | 0.1 | 0.1 |
Total liabilities at fair value | 209.1 | 289.2 |
Level 1 | ||
Assets: | ||
Rabbi Trust Investments, Fair Value Disclosure | 24.5 | 24 |
Equity Securities, Fair Value Disclosure | 0 | 22.7 |
Foreign exchange forward and option contracts | 0 | 0.1 |
Total assets at fair value | 24.5 | 46.8 |
Liabilities: | ||
Deferred Compensation Liability, Fair Value | 0 | 0 |
Contingent consideration and acquired contingent liabilities | 0 | 0 |
Foreign exchange forward and option contracts | 0.1 | 0.1 |
Total liabilities at fair value | 0.1 | 0.1 |
Level 2 | ||
Assets: | ||
Rabbi Trust Investments, Fair Value Disclosure | 10.8 | 11.4 |
Equity Securities, Fair Value Disclosure | 0 | 0 |
Foreign exchange forward and option contracts | 0 | 0 |
Total assets at fair value | 10.8 | 11.4 |
Liabilities: | ||
Deferred Compensation Liability, Fair Value | 41.7 | 42.7 |
Contingent consideration and acquired contingent liabilities | 0 | 0 |
Foreign exchange forward and option contracts | 0 | 0 |
Total liabilities at fair value | 41.7 | 42.7 |
Level 3 | ||
Assets: | ||
Rabbi Trust Investments, Fair Value Disclosure | 0 | 0 |
Equity Securities, Fair Value Disclosure | 0 | 0 |
Foreign exchange forward and option contracts | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Deferred Compensation Liability, Fair Value | 0 | 0 |
Contingent consideration and acquired contingent liabilities | 167.3 | 246.4 |
Foreign exchange forward and option contracts | 0 | 0 |
Total liabilities at fair value | $ 167.3 | $ 246.4 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements (Schedule of Reconciliation of Changes in Fair Value of Contingent Liabilities) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 28, 2018 | Sep. 28, 2018 | Mar. 16, 2018 | |
Level 3 | Recurring | Contingent Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 246.4 | ||
Payments | (37) | ||
Accretion expense | 3.3 | ||
Fair value adjustment | (33.3) | ||
Ending balance | $ 167.3 | 167.3 | |
Stannsoporfin [Member] | InfaCare Acquisition | Level 3 | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustment | $ (7) | $ (35) | |
Hemostasis Products | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Disposal of business | $ (12.1) |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements (Schedule of Carrying Amount and Fair Value of Long-term Debt) (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term Debt, Current Maturities | $ 17 | $ 314.2 |
Long term debt, fair value | 5,915.4 | 6,348.8 |
Long-term Debt | 6,243.1 | 6,492.6 |
Total Debt | 6,260.1 | 6,806.6 |
Receivable securitization, Maturity Date of July 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 225 | 200 |
Long-term Debt | 225 | 200 |
Secured Debt | Term Loan due 2024 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term Debt, Current Maturities | 12.3 | 14 |
Loans Payable | 1,613.8 | 1,851.2 |
Long-term Debt | 1,601.5 | 1,837.2 |
Loans Payable, Fair Value Disclosure | 1,605.5 | 1,848.7 |
Secured Debt | 2017 Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 300 | 900 |
Long-term Debt | 300 | 900 |
Secured Debt | Term Loan due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term Debt, Current Maturities | 4.5 | 0 |
Loans Payable | 597 | 0 |
Long-term Debt | 592.5 | 0 |
Loans Payable, Fair Value Disclosure | 596.8 | 0 |
Unsecured Debt | 3.50% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term Debt, Current Maturities | 0 | 300 |
Long term debt, fair value | 0 | 299.1 |
Unsecured Debt | 4.88% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 694.7 | 675.2 |
Long-term Debt | 700 | 700 |
Unsecured Debt | 5.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 815.9 | 804.8 |
Long-term Debt | 884 | 884 |
Unsecured Debt | 4.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 427.7 | 412.4 |
Long-term Debt | 500.2 | 526.5 |
Unsecured Debt | 5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 648.6 | 628.8 |
Long-term Debt | 731.4 | 738 |
Unsecured Debt | 5.50% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 583.9 | 564.5 |
Long-term Debt | 692.1 | 692.1 |
Unsecured Debt | ACOA Loan due 2028 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term Debt, Current Maturities | 0.2 | 0 |
Loans Payable | 1.8 | |
Long-term Debt | 1.6 | 0 |
Loans Payable, Fair Value Disclosure | 1.8 | 0 |
Debentures | 9.50% Debenture | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 11 | 10.9 |
Long-term Debt | 10.4 | 10.4 |
Debentures | 8.00% Debenture | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term debt, fair value | 4.5 | 4.4 |
Long-term Debt | $ 4.4 | $ 4.4 |
Financial Instruments and Fai_7
Financial Instruments and Fair Value Measurements (Schedules of Concentration of Risk) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | Dec. 29, 2017 | |
Distributor Concentration Risk | Net Sales Attributable to Distributors | CuraScript, Inc | |||||
Concentration Risk | |||||
Concentration Risk, Percentage | 44.90% | 55.20% | 46.10% | 55.70% | |
Distributor Concentration Risk | Accounts Receivable Attributable to Distributors | CuraScript, Inc | |||||
Concentration Risk | |||||
Concentration Risk, Percentage | 30.80% | 33.80% | |||
Product Concentration Risk | Net Sales Attributable to Products | Acthar | |||||
Concentration Risk | |||||
Concentration Risk, Percentage | 45.30% | 51.40% | 44.80% | 51.10% | |
Product Concentration Risk | Net Sales Attributable to Products | Inomax | |||||
Concentration Risk | |||||
Concentration Risk, Percentage | 20.80% | 20.90% | 21.90% | 21.60% | |
Product Concentration Risk | Net Sales Attributable to Products | Ofirmev | |||||
Concentration Risk | |||||
Concentration Risk, Percentage | 13.60% | 12.60% | 13.80% | 12.80% |
Segment Data (Schedule of Segme
Segment Data (Schedule of Segment Reporting Information by Business Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | ||
Net sales | $ 640 | $ 600.6 | $ 1,844.3 | $ 1,760.7 | |
Operating Income (Loss) | 56 | 83.6 | 65.9 | 220 | |
Intangible asset amortization | (184.2) | (169.3) | (544.8) | (508.4) | |
Restructuring and related charges, net | (19.6) | (16.1) | (101.4) | (28.4) | |
Specialty Brands | |||||
Restructuring and related charges, net | (3.2) | (14.6) | (73.7) | (24.1) | |
Operating Segments | Specialty Brands | |||||
Net sales | 640 | 600.6 | 1,844.3 | 1,760.7 | |
Operating Income (Loss) | 287.8 | 314.8 | 794 | 851.8 | |
Corporate, Non-Segment | |||||
Corporate and unallocated expenses | [1] | (28) | (45.8) | (81.9) | (95) |
Intangible asset amortization | (184.2) | (169.3) | (544.8) | (508.4) | |
Restructuring and related charges, net | [2] | $ (19.6) | $ (16.1) | $ (101.4) | $ (28.4) |
[1] | Includes administration expenses and certain compensation, legal, environmental and other costs not charged to the Company's reportable segment. | ||||
[2] | Includes restructuring-related accelerated depreciation. |
Segment Data (Schedule of Net S
Segment Data (Schedule of Net Sales from External Customers by Products) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Segment Reporting Information | ||||
Net sales | $ 640 | $ 600.6 | $ 1,844.3 | $ 1,760.7 |
Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | 640 | 600.6 | 1,844.3 | 1,760.7 |
Acthar | Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | 290.1 | 308.7 | 827.1 | 899.9 |
Inomax | Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | 133.2 | 125.7 | 404 | 379.6 |
Ofirmev | Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | 87.1 | 75.4 | 254.7 | 224.5 |
Therakos immunotherapy | Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | 60 | 55.3 | 174.2 | 157.7 |
Amitiza [Member] | Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | 48.2 | 0 | 119.2 | 0 |
BioVectra Inc [Member] | Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | 13.9 | 16 | 35.7 | 36.4 |
Other | Operating Segments | Specialty Brands | ||||
Segment Reporting Information | ||||
Net sales | $ 7.5 | $ 19.5 | $ 29.4 | $ 62.6 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Statements (Narrative) (Details) | Sep. 28, 2018 | Apr. 30, 2013 |
Condensed Consolidating Financial Statements | ||
Percentage of ownership in MIFSA | 100.00% | |
Senior Notes | 3.50% Senior Notes | ||
Condensed Consolidating Financial Statements | ||
Stated interest rate | 3.50% | |
Senior Notes | 4.75% Senior Notes | ||
Condensed Consolidating Financial Statements | ||
Stated interest rate | 4.75% |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Statements (Schedule of Condensed Consolidating Balance Sheets) (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 29, 2017 | Sep. 29, 2017 |
Current Assets: | |||
Cash and cash equivalents | $ 290.7 | $ 1,260.9 | $ 371.8 |
Accounts receivable, net | 349.6 | 275.4 | |
Inventories | 143.4 | 128.7 | |
Prepaid expenses and other current assets | 117.7 | 74.7 | |
Notes receivable | 0 | 154 | |
Current assets held for sale | 1,136.8 | 391.5 | |
Intercompany receivables | 0 | 0 | |
Total current assets | 2,038.2 | 2,285.2 | |
Property, plant and equipment, net | 439.3 | 413.2 | |
Goodwill | 3,675.4 | 3,482.7 | |
Intangible assets, net | 8,585.2 | 8,261 | |
Long-term assets held for sale | 0 | 742.7 | |
Investment in subsidiaries | 0 | 0 | |
Intercompany loans receivable | 0 | 0 | |
Other assets | 170.5 | 156.2 | |
Total Assets | 14,908.6 | 15,341 | |
Current Liabilities: | |||
Current maturities of long-term debt | 16.7 | 313.7 | |
Accounts payable | 76.6 | 77.3 | |
Accrued payroll and payroll-related costs | 89 | 78.4 | |
Accrued interest | 77 | 57 | |
Income taxes payable | 43.4 | 15.5 | |
Accrued and other current liabilities | 437.5 | 368.5 | |
Current liabilities held for sale | 182.4 | 140 | |
Intercompany payables | 0 | 0 | |
Total current liabilities | 922.6 | 1,050.4 | |
Long-term debt | 6,174 | 6,420.9 | |
Pension and postretirement benefits | 65.2 | 67.1 | |
Environmental liabilities | 49.8 | 62.8 | |
Deferred income taxes | 668.9 | 749.1 | |
Other income tax liabilities | 127.6 | 94.1 | |
Long-term liabilities held for sale | 0 | 22.6 | |
Intercompany loans payable | 0 | 0 | |
Other liabilities | 296.9 | 352 | |
Total Liabilities | 8,305 | 8,819 | |
Shareholders' Equity | 6,603.6 | 6,522 | |
Total Liabilities and Shareholders' Equity | 14,908.6 | 15,341 | |
Mallinckrodt plc | |||
Current Assets: | |||
Cash and cash equivalents | 0.3 | 0.7 | 0.7 |
Accounts receivable, net | 0 | 0 | |
Inventories | 0 | 0 | |
Prepaid expenses and other current assets | 3.3 | 1 | |
Notes receivable | 0 | 0 | |
Current assets held for sale | 0 | 0 | |
Intercompany receivables | 192 | 70 | |
Total current assets | 195.6 | 71.7 | |
Property, plant and equipment, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Long-term assets held for sale | 0 | ||
Investment in subsidiaries | 6,194.4 | 6,551.6 | |
Intercompany loans receivable | 504 | 593.1 | |
Other assets | 0 | 0 | |
Total Assets | 6,894 | 7,216.4 | |
Current Liabilities: | |||
Current maturities of long-term debt | 0 | 0 | |
Accounts payable | 0.1 | 0.1 | |
Accrued payroll and payroll-related costs | 0 | 0 | |
Accrued interest | 0 | 0 | |
Income taxes payable | 0 | 0 | |
Accrued and other current liabilities | 1.6 | 0.8 | |
Current liabilities held for sale | 0 | 0 | |
Intercompany payables | 288.7 | 693.5 | |
Total current liabilities | 290.4 | 694.4 | |
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 | |
Long-term liabilities held for sale | 0 | ||
Intercompany loans payable | 0 | 0 | |
Other liabilities | 0 | 0 | |
Total Liabilities | 290.4 | 694.4 | |
Shareholders' Equity | 6,603.6 | 6,522 | |
Total Liabilities and Shareholders' Equity | 6,894 | 7,216.4 | |
Mallinckrodt International Finance S.A. | |||
Current Assets: | |||
Cash and cash equivalents | 151.3 | 908.8 | 37.6 |
Accounts receivable, net | 0 | 0 | |
Inventories | 0 | 0 | |
Prepaid expenses and other current assets | 0.2 | 0.2 | |
Notes receivable | 0 | 0 | |
Current assets held for sale | 0 | 0 | |
Intercompany receivables | 52.2 | 173.4 | |
Total current assets | 203.7 | 1,082.4 | |
Property, plant and equipment, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Long-term assets held for sale | 0 | ||
Investment in subsidiaries | 29,157 | 23,217.8 | |
Intercompany loans receivable | 0 | 0 | |
Other assets | 0 | 0 | |
Total Assets | 29,360.7 | 24,300.2 | |
Current Liabilities: | |||
Current maturities of long-term debt | 16.5 | 313.5 | |
Accounts payable | 0.1 | 0 | |
Accrued payroll and payroll-related costs | 0 | 0 | |
Accrued interest | 76.2 | 53 | |
Income taxes payable | 0 | 0 | |
Accrued and other current liabilities | 0.4 | 0.4 | |
Current liabilities held for sale | 0 | 0 | |
Intercompany payables | 19.4 | 104.6 | |
Total current liabilities | 112.6 | 471.5 | |
Long-term debt | 3,698.3 | 6,206.8 | |
Pension and postretirement benefits | 0 | 0 | |
Environmental liabilities | 0 | 0 | |
Deferred income taxes | 0 | 0 | |
Other income tax liabilities | 0 | 0 | |
Long-term liabilities held for sale | 0 | ||
Intercompany loans payable | 13,577.8 | 5,257.9 | |
Other liabilities | 7.8 | 7.8 | |
Total Liabilities | 17,396.5 | 11,944 | |
Shareholders' Equity | 11,964.2 | 12,356.2 | |
Total Liabilities and Shareholders' Equity | 29,360.7 | 24,300.2 | |
Other Subsidiaries | |||
Current Assets: | |||
Cash and cash equivalents | 139.1 | 351.4 | 333.5 |
Accounts receivable, net | 349.6 | 275.4 | |
Inventories | 143.4 | 128.7 | |
Prepaid expenses and other current assets | 114.2 | 73.5 | |
Notes receivable | 0 | 154 | |
Current assets held for sale | 1,136.8 | 391.5 | |
Intercompany receivables | 353.5 | 831.4 | |
Total current assets | 2,236.6 | 2,205.9 | |
Property, plant and equipment, net | 439.3 | 413.2 | |
Goodwill | 3,675.4 | 3,482.7 | |
Intangible assets, net | 8,585.2 | 8,261 | |
Long-term assets held for sale | 742.7 | ||
Investment in subsidiaries | 11,964.2 | 12,356.2 | |
Intercompany loans receivable | 13,073.8 | 4,664.8 | |
Other assets | 170.5 | 156.2 | |
Total Assets | 40,145 | 32,282.7 | |
Current Liabilities: | |||
Current maturities of long-term debt | 0.2 | 0.2 | |
Accounts payable | 76.4 | 77.2 | |
Accrued payroll and payroll-related costs | 89 | 78.4 | |
Accrued interest | 0.8 | 4 | |
Income taxes payable | 43.4 | 15.5 | |
Accrued and other current liabilities | 435.5 | 367.3 | |
Current liabilities held for sale | 182.4 | 140 | |
Intercompany payables | 289.6 | 276.7 | |
Total current liabilities | 1,117.3 | 959.3 | |
Long-term debt | 2,475.7 | 214.1 | |
Pension and postretirement benefits | 65.2 | 67.1 | |
Environmental liabilities | 49.8 | 62.8 | |
Deferred income taxes | 668.9 | 749.1 | |
Other income tax liabilities | 127.6 | 94.1 | |
Long-term liabilities held for sale | 22.6 | ||
Intercompany loans payable | 0 | 0 | |
Other liabilities | 289.1 | 344.2 | |
Total Liabilities | 4,793.6 | 2,513.3 | |
Shareholders' Equity | 35,351.4 | 29,769.4 | |
Total Liabilities and Shareholders' Equity | 40,145 | 32,282.7 | |
Eliminations | |||
Current Assets: | |||
Cash and cash equivalents | 0 | 0 | $ 0 |
Accounts receivable, net | 0 | 0 | |
Inventories | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | |
Notes receivable | 0 | 0 | |
Current assets held for sale | 0 | 0 | |
Intercompany receivables | (597.7) | (1,074.8) | |
Total current assets | (597.7) | (1,074.8) | |
Property, plant and equipment, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Long-term assets held for sale | 0 | ||
Investment in subsidiaries | (47,315.6) | (42,125.6) | |
Intercompany loans receivable | (13,577.8) | (5,257.9) | |
Other assets | 0 | 0 | |
Total Assets | (61,491.1) | (48,458.3) | |
Current Liabilities: | |||
Current maturities of long-term debt | 0 | 0 | |
Accounts payable | 0 | 0 | |
Accrued payroll and payroll-related costs | 0 | 0 | |
Accrued interest | 0 | 0 | |
Income taxes payable | 0 | 0 | |
Accrued and other current liabilities | 0 | 0 | |
Current liabilities held for sale | 0 | 0 | |
Intercompany payables | (597.7) | (1,074.8) | |
Total current liabilities | (597.7) | (1,074.8) | |
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 | |
Long-term liabilities held for sale | 0 | ||
Intercompany loans payable | (13,577.8) | (5,257.9) | |
Other liabilities | 0 | 0 | |
Total Liabilities | (14,175.5) | (6,332.7) | |
Shareholders' Equity | (47,315.6) | (42,125.6) | |
Total Liabilities and Shareholders' Equity | (61,491.1) | (48,458.3) | |
Ordinary A | |||
Condensed Consolidating Financial Statements | |||
Ordinary A shares | $ 0 | $ 0 |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Statements (Schedule of Condensed Consolidating Statements of Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Condensed Consolidating Financial Statements | ||||
Net sales | $ 640 | $ 600.6 | $ 1,844.3 | $ 1,760.7 |
Cost of sales | 326.2 | 268 | 936.7 | 808.3 |
Gross profit | 313.8 | 332.6 | 907.6 | 952.4 |
Selling, general and administrative expenses | 164 | 186.3 | 520.7 | 618.5 |
Research and development expenses | 78.5 | 46.9 | 223.9 | 144.2 |
Restructuring charges, net | 14.7 | 15.4 | 96.5 | 26.3 |
Losses (gains) on divestiture and license | 0.6 | 0.4 | 0.6 | (56.6) |
Operating income | 56 | 83.6 | 65.9 | 220 |
Interest expense | (93.6) | (92.6) | (280.1) | (279) |
Interest income | 2 | 1.3 | 6.6 | 2.8 |
Other income (expense), net | 13.4 | 3 | 17.5 | (70.6) |
Intercompany Interest And Fees | 0 | 0 | 0 | 0 |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 |
Loss from continuing operations before income taxes | (22.2) | (4.7) | (190.1) | (126.8) |
Income tax benefit | (125.2) | (57.8) | (222) | (153.4) |
Income (Loss) from Continuing Operations | 103 | 53.1 | 31.9 | 26.6 |
(Loss) income from discontinued operations, net of income taxes | 10.8 | 10.6 | 79.5 | 499.1 |
Net Income (Loss) | 113.8 | 63.7 | 111.4 | 525.7 |
Other Comprehensive Income (Loss), Net of Tax | 3 | (5.1) | (4.3) | 59.4 |
Comprehensive Income (Loss) | 116.8 | 58.6 | 107.1 | 585.1 |
Mallinckrodt plc | ||||
Condensed Consolidating Financial Statements | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0.7 | 0.9 | 1.6 | 1.8 |
Gross profit | (0.7) | (0.9) | (1.6) | (1.8) |
Selling, general and administrative expenses | 12.4 | 13.4 | 30.1 | 46.7 |
Research and development expenses | 1.6 | 1.8 | 3.8 | 3.6 |
Restructuring charges, net | 0 | 0 | 0 | 0 |
Losses (gains) on divestiture and license | 0 | 0 | 0 | 0 |
Operating income | (14.7) | (16.1) | (35.5) | (52.1) |
Interest expense | (1.6) | (3.3) | (6.2) | (10) |
Interest income | 2.4 | 2.2 | 6.8 | 5.3 |
Other income (expense), net | 2.3 | 1.4 | 9 | 19 |
Intercompany Interest And Fees | (3.5) | (4.3) | (12) | (13.3) |
Income (Loss) from Equity Method Investments | 127.8 | 82.4 | 145.9 | 572.1 |
Loss from continuing operations before income taxes | 112.7 | 62.3 | 108 | 521 |
Income tax benefit | (1.1) | (1.4) | (3.4) | (4.7) |
Income (Loss) from Continuing Operations | 113.8 | 63.7 | 111.4 | 525.7 |
(Loss) income from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | 113.8 | 63.7 | 111.4 | 525.7 |
Other Comprehensive Income (Loss), Net of Tax | 3 | (5.1) | (4.3) | 59.4 |
Comprehensive Income (Loss) | 116.8 | 58.6 | 107.1 | 585.1 |
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 | 0.2 | 0.5 | 0.6 |
Research and development expenses | 0 | 0 | 0 | 0 |
Restructuring charges, net | 0 | 0 | 0 | 0 |
Losses (gains) on divestiture and license | 0 | 0 | 0 | 0 |
Operating income | (0.1) | (0.2) | (0.5) | (0.6) |
Interest expense | (112) | (90.9) | (323.2) | (264.9) |
Interest income | 249.6 | 0.4 | 251.6 | 1 |
Other income (expense), net | (156.8) | 1.7 | (154) | (1.6) |
Intercompany Interest And Fees | (0.1) | 0 | (0.1) | 0 |
Income (Loss) from Equity Method Investments | 238.9 | 261.8 | 647.2 | 1,113.5 |
Loss from continuing operations before income taxes | 219.5 | 172.8 | 421 | 847.4 |
Income tax benefit | (2.4) | (2.1) | (4.4) | (2.6) |
Income (Loss) from Continuing Operations | 221.9 | 174.9 | 425.4 | 850 |
(Loss) income from discontinued operations, net of income taxes | 0 | (0.2) | 0 | (1.9) |
Net Income (Loss) | 221.9 | 174.7 | 425.4 | 848.1 |
Other Comprehensive Income (Loss), Net of Tax | 3 | (5.1) | (4.3) | 59.4 |
Comprehensive Income (Loss) | 224.9 | 169.6 | 421.1 | 907.5 |
Other Subsidiaries | ||||
Condensed Consolidating Financial Statements | ||||
Net sales | 640 | 600.6 | 1,844.3 | 1,760.7 |
Cost of sales | 325.5 | 267.1 | 935.1 | 806.5 |
Gross profit | 314.5 | 333.5 | 909.2 | 954.2 |
Selling, general and administrative expenses | 151.5 | 172.7 | 490.1 | 571.2 |
Research and development expenses | 76.9 | 45.1 | 220.1 | 140.6 |
Restructuring charges, net | 14.7 | 15.4 | 96.5 | 26.3 |
Losses (gains) on divestiture and license | 0.6 | 0.4 | 0.6 | (56.6) |
Operating income | 70.8 | 99.9 | 101.9 | 272.7 |
Interest expense | (257.4) | (19) | (272.2) | (57.9) |
Interest income | 27.4 | 19.3 | 69.7 | 50.3 |
Other income (expense), net | 167.9 | (0.1) | 162.5 | (88) |
Intercompany Interest And Fees | 3.6 | 4.3 | 12.1 | 13.3 |
Income (Loss) from Equity Method Investments | 221.9 | 174.7 | 425.4 | 848.1 |
Loss from continuing operations before income taxes | 234.2 | 279.1 | 499.4 | 1,038.5 |
Income tax benefit | (121.7) | (54.3) | (214.2) | (146.1) |
Income (Loss) from Continuing Operations | 355.9 | 333.4 | 713.6 | 1,184.6 |
(Loss) income from discontinued operations, net of income taxes | 10.8 | 10.8 | 79.5 | 501 |
Net Income (Loss) | 366.7 | 344.2 | 793.1 | 1,685.6 |
Other Comprehensive Income (Loss), Net of Tax | 5.8 | (10.5) | (9.3) | 117.9 |
Comprehensive Income (Loss) | 372.5 | 333.7 | 783.8 | 1,803.5 |
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 |
Restructuring charges, net | 0 | 0 | 0 | 0 |
Losses (gains) on divestiture and license | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Interest expense | 277.4 | 20.6 | 321.5 | 53.8 |
Interest income | (277.4) | (20.6) | (321.5) | (53.8) |
Other income (expense), net | 0 | 0 | 0 | 0 |
Intercompany Interest And Fees | 0 | 0 | 0 | 0 |
Income (Loss) from Equity Method Investments | (588.6) | (518.9) | (1,218.5) | (2,533.7) |
Loss from continuing operations before income taxes | (588.6) | (518.9) | (1,218.5) | (2,533.7) |
Income tax benefit | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations | (588.6) | (518.9) | (1,218.5) | (2,533.7) |
(Loss) income from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | (588.6) | (518.9) | (1,218.5) | (2,533.7) |
Other Comprehensive Income (Loss), Net of Tax | (8.8) | 15.6 | 13.6 | (177.3) |
Comprehensive Income (Loss) | $ (597.4) | $ (503.3) | $ (1,204.9) | $ (2,711) |
Condensed Consolidating Finan_6
Condensed Consolidating Financial Statements (Schedule of Condensed Consolidating Statements of Cash Flows) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 28, 2018 | Sep. 29, 2017 | |
Cash Flows From Operating Activities: | ||
Net cash from operating activities | $ 481.1 | $ 448.5 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (93.3) | (151.3) |
Acquisitions, net of cash acquired | (699.9) | (35.9) |
Proceeds from divestitures, net of cash | 313.2 | 576.9 |
Intercompany loan investment, net | 0 | 0 |
Investment in subsidiary | 0 | 0 |
Other | 28.8 | 0.5 |
Net cash from investing activities | (451.2) | 390.2 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 657.2 | 540 |
Repayment of external debt and capital lease obligation | (1,563.4) | (887.5) |
Debt financing costs | (12) | (12.7) |
Proceeds from exercise of share options | 1 | 4 |
Repurchase of shares | (57.4) | (437.7) |
Intercompany loan borrowings, net | 0 | 0 |
Payment of Subsidiary Dividend | 0 | 0 |
Capital contribution | 0 | 0 |
Other | (24.3) | (18.6) |
Net cash from financing activities | (998.9) | (812.5) |
Effect of currency rate changes on cash | (0.9) | 2.7 |
Net change in cash, cash equivalents and restricted cash | (969.9) | 28.9 |
Cash and cash equivalents, end of period | 290.7 | 371.8 |
Restricted Cash and Investments, Noncurrent | 18.5 | 18.2 |
Cash and Cash Equivalents and Restricted Cash | 1,279.1 | 361.1 |
Cash and Cash Equivalents, Including Restricted Cash, Period End | 309.2 | 390 |
Mallinckrodt plc | ||
Cash Flows From Operating Activities: | ||
Net cash from operating activities | 447.6 | 1,172 |
Cash Flows From Investing Activities: | ||
Capital expenditures | 0 | 0 |
Acquisitions, net of cash acquired | 0 | 0 |
Proceeds from divestitures, net of cash | 0 | 0 |
Intercompany loan investment, net | (393.6) | (741.3) |
Investment in subsidiary | 0 | 0 |
Other | 0 | 0 |
Net cash from investing activities | (393.6) | (741.3) |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 0 | 0 |
Repayment of external debt and capital lease obligation | 0 | 0 |
Debt financing costs | 0 | 0 |
Proceeds from exercise of share options | 1 | 4 |
Repurchase of shares | (57.4) | (437.7) |
Intercompany loan borrowings, net | 0 | 0 |
Payment of Subsidiary Dividend | 0 | 0 |
Capital contribution | 0 | 0 |
Other | 2 | 3.2 |
Net cash from financing activities | (54.4) | (430.5) |
Effect of currency rate changes on cash | 0 | 0 |
Net change in cash, cash equivalents and restricted cash | (0.4) | 0.2 |
Cash and cash equivalents, end of period | 0.3 | 0.7 |
Restricted Cash and Investments, Noncurrent | 0 | 0 |
Cash and Cash Equivalents and Restricted Cash | 0.7 | 0.5 |
Cash and Cash Equivalents, Including Restricted Cash, Period End | 0.3 | 0.7 |
Mallinckrodt International Finance S.A. | ||
Cash Flows From Operating Activities: | ||
Net cash from operating activities | 43 | 1,233.7 |
Cash Flows From Investing Activities: | ||
Capital expenditures | 0 | 0 |
Acquisitions, net of cash acquired | 0 | 0 |
Proceeds from divestitures, net of cash | 0 | 0 |
Intercompany loan investment, net | (85.2) | 0 |
Investment in subsidiary | (168.3) | (1,412.5) |
Other | 0 | 0 |
Net cash from investing activities | (253.5) | (1,412.5) |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 600 | 500 |
Repayment of external debt and capital lease obligation | (1,166.8) | (759.9) |
Debt financing costs | (12) | (12.7) |
Proceeds from exercise of share options | 0 | 0 |
Repurchase of shares | 0 | 0 |
Intercompany loan borrowings, net | 846 | 1,614.5 |
Payment of Subsidiary Dividend | (814.2) | (1,170) |
Capital contribution | 0 | 0 |
Other | 0 | 0 |
Net cash from financing activities | (547) | 171.9 |
Effect of currency rate changes on cash | 0 | 0 |
Net change in cash, cash equivalents and restricted cash | (757.5) | (6.9) |
Cash and cash equivalents, end of period | 151.3 | 37.6 |
Restricted Cash and Investments, Noncurrent | 0 | 0 |
Cash and Cash Equivalents and Restricted Cash | 908.8 | 44.5 |
Cash and Cash Equivalents, Including Restricted Cash, Period End | 151.3 | 37.6 |
Other Subsidiaries | ||
Cash Flows From Operating Activities: | ||
Net cash from operating activities | 1,420.5 | 1,963 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (93.3) | (151.3) |
Acquisitions, net of cash acquired | (699.9) | (35.9) |
Proceeds from divestitures, net of cash | 313.2 | 576.9 |
Intercompany loan investment, net | (367.2) | (920.8) |
Investment in subsidiary | 0 | 0 |
Other | 28.8 | 0.5 |
Net cash from investing activities | (818.4) | (530.6) |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 57.2 | 40 |
Repayment of external debt and capital lease obligation | (396.6) | (127.6) |
Debt financing costs | 0 | 0 |
Proceeds from exercise of share options | 0 | 0 |
Repurchase of shares | 0 | 0 |
Intercompany loan borrowings, net | 0 | 47.6 |
Payment of Subsidiary Dividend | (615.8) | (2,750.2) |
Capital contribution | 168.3 | 1,412.5 |
Other | (26.3) | (21.8) |
Net cash from financing activities | (813.2) | (1,399.5) |
Effect of currency rate changes on cash | (0.9) | 2.7 |
Net change in cash, cash equivalents and restricted cash | (212) | 35.6 |
Cash and cash equivalents, end of period | 139.1 | 333.5 |
Restricted Cash and Investments, Noncurrent | 18.5 | 18.2 |
Cash and Cash Equivalents and Restricted Cash | 369.6 | 316.1 |
Cash and Cash Equivalents, Including Restricted Cash, Period End | 157.6 | 351.7 |
Eliminations | ||
Cash Flows From Operating Activities: | ||
Net cash from operating activities | (1,430) | (3,920.2) |
Cash Flows From Investing Activities: | ||
Capital expenditures | 0 | 0 |
Acquisitions, net of cash acquired | 0 | 0 |
Proceeds from divestitures, net of cash | 0 | 0 |
Intercompany loan investment, net | 846 | 1,662.1 |
Investment in subsidiary | 168.3 | 1,412.5 |
Other | 0 | 0 |
Net cash from investing activities | 1,014.3 | 3,074.6 |
Cash Flows From Financing Activities: | ||
Issuance of external debt | 0 | 0 |
Repayment of external debt and capital lease obligation | 0 | 0 |
Debt financing costs | 0 | 0 |
Proceeds from exercise of share options | 0 | 0 |
Repurchase of shares | 0 | 0 |
Intercompany loan borrowings, net | (846) | (1,662.1) |
Payment of Subsidiary Dividend | 1,430 | 3,920.2 |
Capital contribution | (168.3) | (1,412.5) |
Other | 0 | 0 |
Net cash from financing activities | 415.7 | 845.6 |
Effect of currency rate changes on cash | 0 | 0 |
Net change in cash, cash equivalents and restricted cash | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Restricted Cash and Investments, Noncurrent | 0 | 0 |
Cash and Cash Equivalents and Restricted Cash | 0 | 0 |
Cash and Cash Equivalents, Including Restricted Cash, Period End | $ 0 | $ 0 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) - USD ($) $ in Millions | Oct. 23, 2018 | Oct. 22, 2018 | Sep. 28, 2018 | Dec. 29, 2017 |
Subsequent Event [Line Items] | ||||
Long-term Debt | $ 6,243.1 | $ 6,492.6 | ||
Receivable securitization, Maturity Date of July 2020 | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt | $ 225 | $ 200 | ||
Receivable securitization, Maturity Date of July 2020 | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Lines of Credit | $ 25 | |||
Long-term Debt | $ 250 | |||
2017 Revolving Credit Facility | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt | $ 220 | |||
Repayments of Debt | $ 80 |