Acquisitions (Tables)

6 Months Ended

Dec. 31, 2015

Schedule of Prior Period Adjustments [Table Text Block]

Since the initial valuation, revisions to the Omega allocation were as follows:



	June 27, 2015		Measurement Period Adjustments			December 31, 2015
Accounts receivable	$	264.7	$	(4.6	)	$	260.1
Inventories	$	214.4	$	(11.9	)	$	202.5
Property and equipment	$	121.2	$	9.6		$	130.8
Goodwill	$	1,513.1	$	387.3		$	1,900.4
Intangible assets:
Developed product technology, formulations, and product rights	$	32.7	$	(5.5	)	$	27.2
Customer relationships and distribution networks	1,342.7		(286.4		)	1,056.3
Definite-lived trademarks, trade names, and brands	282.0		5.5			287.5
Indefinite-lived trademarks, trade names, and brands	2,145.2		(141.4		)	2,003.8
Total intangible assets	$	3,802.6	$	(427.8	)	$	3,374.8
Accrued liabilities	$	44.5	$	(0.6	)	$	43.9
Net deferred income tax liabilities	$	1,032.3	$	(17.8	)	$	1,014.5
Other non-current liabilities	$	82.5	$	(29.0	)	$	53.5

Business Combination, Segment Allocation

The following table reflects the allocation by reportable segment (in millions):



Segment	Goodwill
CHC	$	1,287.4
Rx	845.1
Specialty Sciences	200.6
Total	$	2,333.1

Business Acquisition, Pro Forma Information

The following unaudited pro forma information gives effect to the Entocort^®, Naturwohl, GSK, ScarAway^®, Omega, Gelcaps, Lumara, Aspen, Fera (Methazolomide), and Elan acquisitions, as if the acquisitions had occurred on June 30, 2013 and had been included in our Results of Operations for all periods presented thereafter (in millions):



	Six Months Ended		Fiscal Year Ended
(Unaudited)	December 31, 2015		June 27, 2015		June 28, 2014
Net sales	$	2,852.4	$	5,971.9	$	6,200.0
Net income	$	38.3	$	214.8	$	374.6

Stub period 2015 acquisitions [Member]

business acquisition [Line Items]

Business Combination, Separately Recognized Transactions

The below table indicates the purchase price allocation for acquisitions completed during the six months ended December 31, 2015 (in millions):



	Entocort^®*		Naturwohl		ScarAway^®		GSK*		All Other⁽¹⁾
Purchase price paid	$	380.2	$	150.4	$	26.7	$	223.6	$	15.3
Contingent consideration	—		—		—		—		13.9
Total purchase consideration	$	380.2	$	150.4	$	26.7	$	223.6	$	29.2

Assets acquired:
Cash and cash equivalents	$	—	$	4.6	$	—	$	—	$	—
Accounts receivable	—		3.3		—		—		—
Inventories	0.2		1.5		1.0		—		—
Goodwill	—		61.0		3.5		32.6		—
Definite-lived intangibles:
Distribution and license agreements, supply agreements	—		21.4		—		—		—
Developed product technology, formulations, and product rights	380.0		—		0.5		—		—
Customer relationships and distribution networks	—		25.9		9.8		61.5		—
Trademarks, trade names, and brands	—		64.2		11.4		129.5		—
Non-compete agreements	—		0.3		0.5		—		—
Indefinite-lived intangibles:
In-process research and development	—		—		—		—		29.2
Total intangible assets	380.0		111.8		22.2		191.0		29.2
Total assets	380.2		182.2		26.7		223.6		29.2
Liabilities assumed:
Accounts payable	—		2.8		—		—		—
Accrued liabilities	—		1.6		—		—		—
Net deferred income tax liabilities	—		27.4		—		—		—
Total liabilities	—		31.8		—		—		—
Net assets acquired	$	380.2	$	150.4	$	26.7	$	223.6	$	29.2


*	Opening balance sheet is preliminary.


⁽¹⁾	Consists of eight product acquisitions in our CHC, BCH and Rx segments.

Omega [Member]

business acquisition [Line Items]

Fair value of consideration transferred in business acquisition

The acquisition was a cash and stock transaction made up of the following consideration (in millions except per share data):



Perrigo ordinary shares issued	5.4
Perrigo share price at transaction close on March 30, 2015	$	167.64
Total value of Perrigo ordinary shares issued	$	904.9
Cash consideration	2,078.3
Total consideration	$	2,983.2

Schedule of acquisition-related costs

The table below details the acquisition costs, as well as losses on hedging activities associated with the acquisition purchase price, and where they were recorded (in millions):



	Fiscal Year Ended
Line item	June 27, 2015
Administration	$	29.7
Interest expense, net	23.7
Other expense, net	324.0
Loss on extinguishment of debt	9.6
Total acquisition-related costs	$	387.0

Elan Corporation [Member]

business acquisition [Line Items]

Fair value of consideration transferred in business acquisition

On December 18, 2013, we acquired Elan, which led to our new corporate structure headquartered in Dublin, Ireland. We have utilized this new structure to continue to grow in our core markets and further expand outside of the U.S. The acquisition also provided us with our Tysabri^®royalty stream, enhancing our operating cash flows and diversifying our revenues, and recurring annual operational synergies, related cost reductions, and tax savings. Certain of these synergies resulted from the elimination of redundant public company costs while optimizing back-office support. The jurisdictional mix of income and the new corporate structure are expected to provide tax benefits to the worldwide structure.

The acquisition was a cash and stock transaction as follows (in millions except per share data):



Elan shares outstanding as of December 18, 2013	515.7
Exchange ratio per share	0.07636
Total Perrigo shares issued to Elan shareholders	39.4
Perrigo per share value at transaction close on December 18, 2013	$	155.34
Total value of Perrigo shares issued to Elan shareholders	$	6,117.2
Cash consideration paid at $6.25 per Elan share	3,223.2
Cash consideration paid for vested Elan stock options and share awards	111.5
Total consideration	$	9,451.9

Schedule of acquisition-related costs

The table below details these transaction costs and where they were recorded (in millions):



	Fiscal Year Ended
Line item	June 28, 2014
Administration expense	$	108.9
Interest, net	10.0
Other expense, net	0.2
Loss on extinguishment of debt	165.8
Total acquisition-related costs	$	284.9

Fiscal 2015 acquisitions [Member]

business acquisition [Line Items]

Business Combination, Separately Recognized Transactions

The below table indicates the purchase price allocation for acquisitions completed during the fiscal year ended June 27, 2015 (in millions):



	Gelcaps		Omega		Lumara
Total purchase consideration	$	37.9	$	2,983.2	$	83.0
Assets acquired:
Cash and cash equivalents	$	4.6	$	14.7	$	—
Accounts receivable	7.3		260.1		2.9
Inventories	7.2		202.5		1.5
Prepaid expenses and other current assets	2.1		39.2		0.4
Property and equipment	6.0		130.8		0.1
Goodwill	6.0		1,900.4		—
Definite-lived intangibles:
Developed product technology, formulations, and product rights	—		27.2		82.0
Customer relationships and distribution networks	6.6		1,056.3		—
Trademarks, trade names, and brands	—		287.5		—
Indefinite-lived intangibles:
Trademarks, trade names, and brands	4.4		2,003.8		—
Total intangible assets	11.0		3,374.8		82.0
Other non-current assets	0.4		2.4		—
Total assets	44.6		5,924.9		86.9
Liabilities assumed:
Accounts payable	3.3		243.1		—
Short-term debt	—		24.6		—
Accrued liabilities	1.6		43.9		3.9
Payroll and related taxes	—		51.3		—
Accrued customer programs	—		39.8		—
Long-term debt	—		1,471.0		—
Net deferred income tax liabilities	1.4		1,014.5		—
Other non-current liabilities	0.4		53.5		—
Total liabilities	6.7		2,941.7		3.9
Net assets acquired	$	37.9	$	2,983.2	$	83.0

Fiscal 2014 acquisitions [Member]

business acquisition [Line Items]

Business Combination, Separately Recognized Transactions

The below table indicates the purchase price allocationfor acquisitions completed during the fiscal year ended June 28, 2014 (in millions):



	Elan		All Other ⁽¹⁾
Purchase price paid	$	9,451.9	$	71.0
Contingent consideration	—		0.8
Total purchase consideration	$	9,451.9	$	71.8
Assets acquired:
Cash and cash equivalents	$	1,807.3	$	—
Investment securities	100.0		—
Accounts receivable	44.2		—
Inventories	—		3.0
Prepaid expenses and other current assets	27.1		—
Property and equipment	9.2		—
Goodwill	2,333.1		4.6
Definite-lived intangibles:
Distribution and license agreements, supply agreements	5,811.0		17.8
Customer relationships and distribution networks	—		9.8
Trademarks, trade names, and brands	—		34.8
Non-compete agreements	—		1.8
Total intangible assets	5,811.0		64.2
Other non-current assets	93.4		—
Total assets	10,225.3		71.8
Liabilities assumed:
Accounts payable	2.0		—
Accrued liabilities	120.8		—
Deferred tax liabilities	631.8		—
Other non-current liabilities	18.8		—
Total liabilities	773.4		—
Net assets acquired	$	9,451.9	$	71.8


⁽¹⁾	Includes opening balance sheet of the Aspen and Fera (Methazolomide) product acquisitions.

Fiscal 2013 acquisitions [Member]

business acquisition [Line Items]

Business Combination, Separately Recognized Transactions

The purchase price allocations for all acquisitions completed during the fiscal year ended June 29, 2013 are final. The below table indicates the final purchase price allocation for each acquisition (in millions):



	Sergeant's		Rosemont		Velcera		All Other ⁽¹⁾
Purchase price paid	$	285.0	$	282.9	$	175.1	$	139.9
Contingent consideration	—		—		—		22.2
Total purchase consideration	$	285.0	$	282.9	$	175.1	$	162.1

Assets acquired:
Cash and cash equivalents	$	—	$	2.1	$	18.9	$	—
Accounts receivable	19.7		10.6		6.3		—
Inventories	37.7		9.6		9.7		1.3
Property and equipment	25.4		13.1		0.6		—
Goodwill	80.2		147.0		62.5		18.1
Definite-lived intangibles:
Distribution and license agreements, supply agreements	25.0		3.6		116.0		—
Developed product technology, formulations, and product rights	66.1		114.6		—		158.1
Customer relationships and distribution networks	10.0		—		8.7		—
Trademarks, trade names, and brands	—		—		7.6		—
Non-compete agreements	1.3		1.5		3.0		—
Indefinite-lived intangibles:
Trademarks, trade names, and brands	33.0		17.3		—		—
In-process research and development	—		11.2		—		—
Total intangible assets	135.4		148.2		135.3		158.1
Deferred tax assets	1.5		0.2		7.9		3.6
Other non-current assets	3.0		0.8		0.4		0.3
Total assets	302.9		331.6		241.6		181.4
Liabilities assumed:
Accounts payable	13.7		2.6		6.5		—
Accrued liabilities	4.2		7.6		4.8		0.5
Deferred tax liabilities	—		36.0		48.2		18.8
Other non-current liabilities	—		2.5		7.0		—
Total liabilities	17.9		48.7		66.5		19.3
Net assets acquired	$	285.0	$	282.9	$	175.1	$	162.1


⁽¹⁾	Includes opening balance sheet of the Cobrek acquisition and Fera product acquisition.