UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended June 30, 1997
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-483
------------------------------
MALLINCKRODT INC.
(Exact name of Registrant as specified in its charter)
New York 36-1263901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7733 Forsyth Boulevard
St. Louis, Missouri 63105-1820
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 314-854-5200
------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
4% Cumulative Preferred Stock,
par value $100 per share New York Stock Exchange
Common Stock, par value $1 per share New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
9.875% Debentures due March 15, 2011 New York Stock Exchange
7% Debentures due December 15, 2013 New York Stock Exchange
6.75% Notes due September 15, 2005 New York Stock Exchange
6.5% Notes due November 15, 2007 New York Stock Exchange
6% Notes due October 15, 2003 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
------------------------------
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports), and (2)has been subject to such filing requirements for the
past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
----
------------------------------
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant: $2,639,222,814 as of August 29,
1997. Market value is based on the August 29, 1997, closing prices of
Registrant's Common Stock and 4% Cumulative Preferred Stock.
Applicable Only To Corporate Registrants: Indicate the number of
shares outstanding of each of the Registrant's classes of common
stock: 72,372,134 shares as of August 29, 1997.
Documents Incorporated By Reference: Information required by Items
10, 11, 12 and 13 of Part III is incorporated by reference from pages
1 through 4, and 9 through 11; pages 5 and 6, 9 and 10, and 21
through 30; pages 7 and 8; and pages 6, 9 and 10, respectively, of
the Registrant's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on October 15, 1997.
<PAGE>
1997 FORM 10-K CONTENTS
Item Page
- ---- ----
Part I:
1. Business.............................................. 1
Introduction.......................................... 1
General Factors Related to Business Segments.......... 2
International Operations.............................. 2
Healthcare............................................. 3
Specialty Chemicals................................... 8
Other Actions - Discontinued Operations............... 9
Subsequent Event...................................... 9
Other Activities...................................... 9
2. Properties............................................ 11
3. Legal Proceedings..................................... 11
4. Submission of Matters to a Vote of Security Holders... 14
Executive Officers of the Registrant.................. 15
Part II:
5. Market for the Registrant's Common Stock and Related
Stockholder Matters.................................. 17
6. Selected Financial Data............................... 18
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 19
8. Financial Statements and Supplementary Data........... 24
9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.................. 50
Part III:
10. Directors and Executive Officers of the
Registrant........................................... 50
11. Executive Compensation................................ 50
12. Security Ownership of Certain Beneficial Owners
and Management....................................... 50
13. Certain Relationships and Related Transactions........ 50
Part IV:
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.......................................... 50
Signatures...................................................... 59
<PAGE>
PART I.
ITEM 1. BUSINESS
INTRODUCTION
Company Profile
- ---------------
Mallinckrodt Inc. (Mallinckrodt, the Company, or the Corporation) is
a global company serving specialty markets in healthcare and
chemicals.
The Company was incorporated in New York in 1909 under the name
International Agricultural Corporation. The corporate headquarters is
located at 7733 Forsyth Boulevard, St. Louis, Missouri 63105, and the
telephone number is (314) 854-5200. Current plans call for the
corporate headquarters to be relocated to owned facilities at 675
McDonnell Boulevard, St. Louis, Missouri 63134 by the end of November
1997.
Transition of the Company
- -------------------------
During the past several years, many significant steps have been taken
to transform the composition of the Company. During the past 3 years
the transition has involved the following:
- In June 1994, the Company recorded a restructuring charge of
$46 million after taxes to reengineer Mallinckrodt Medical in
order to enhance responsiveness to healthcare customer needs,
and compete more effectively in a market that was changing as
a result of healthcare reform.
- In December 1995, the Company announced a Strategic Change
Initiative which eliminated the management and administrative
structures of the three former operating companies:
Mallinckrodt Chemical, Inc., Mallinckrodt Medical, Inc. and
Mallinckrodt Veterinary, Inc. Those businesses are now
managed through divisions with global responsibility under a
corporate chief operating officer.
- On October 16, 1996, the shareholders approved changing the
Company's name from Mallinckrodt Group Inc. to Mallinckrodt
Inc.
- On March 31, 1997, the Company disposed of Fries & Fries,
Inc., a wholly owned subsidiary which owned the Company's 50
percent interest in Tastemaker, which was the flavors joint
venture with Hercules Incorporated. The transaction generated
a net value to the Company of $550 million.
- On June 30, 1997, the Company disposed of the animal health
segment for $405 million cash. The Company retained certain
liabilities, as well as various parcels of idle real property,
and efforts are underway to divest these assets.
- On July 23, 1997, the Company announced the execution of a
definitive agreement to purchase for cash all outstanding
shares of Nellcor Puritan Bennett Incorporated (Nellcor)
common stock for $28.50 per share. The acquisition was
completed on August 28, 1997 and the aggregate purchase price
of the common stock is $1.9 billion.
Other recent acquisitions, divestitures and continuing investments in
each of Mallinckrodt's businesses are described in the discussions of
the business segments, Management's Discussion and Analysis of
Financial Condition and Results of Operations in Item 7 on pages 19-23,
and Notes 1 and 21 of the Notes to Consolidated Financial
Statements.
- ---------------------
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: With the exception of historical information,
the matters discussed in this annual report to stockholders are
forward-looking statements that involve risks and uncertainties, and
actual results could differ materially from those discussed. Among
the factors that could cause actual results to differ materially are
the following: the effect of business and economic conditions; the
impact of competitive products and continued pressure on prices
realized by the Company for its products; constraints on supplies of
raw materials used in manufacturing certain of the Company's
products; capacity constraints limiting the production of certain
products; difficulties or delays in the development, production,
testing, and marketing of products; difficulties or delays in
receiving required governmental or regulatory approvals; market
acceptance issues, including the failure of products to generate
anticipated sales levels; difficulties in rationalizing acquired
businesses and in realizing related cost savings and other benefits;
the effects of and changes in trade, monetary, and fiscal policies,
laws, and regulations; foreign exchange rates and fluctuations in
those rates; the costs and effects of legal and administrative
proceedings, including environmental proceedings and patent disputes
involving the Company; and the risk factors reported from time to
time in the Company's SEC reports.
<PAGE>
General Points
- --------------
In this report:
Mallinckrodt Inc. and its subsidiaries, collectively, are called the
"Company," the "Corporation" or "Mallinckrodt," unless otherwise
indicated by the context. The Company has two business segments:
healthcare and specialty chemicals.
The term "operating earnings" of a business segment represents that
business segment's revenues, including sales to the other
Mallinckrodt business segment, less all operating expenses.
Intersegment sales are not material to the business segments and are
eliminated in reported consolidated results of Mallinckrodt.
Operating expenses of a business segment do not include interest
expense, corporate income or expense, and taxes on income.
All references to years are to fiscal years ended June 30 unless
otherwise stated.
Registered trademarks are indicated by an asterisk (*).
GENERAL FACTORS RELATED TO BUSINESS SEGMENTS
In general, Mallinckrodt's business segments, including related
working capital requirements, are not materially affected by seasonal
factors.
Mallinckrodt's business segments do not extend long-term credit to
customers. The Company believes this credit policy as well as its
working capital requirements are not materially different from the
credit policies and working capital requirements of its competitors.
Competition with manufacturers and suppliers in Mallinckrodt's
business segments involves price, service, quality and technological
innovation. Competition is strong in all markets served.
Financial information about industry segments is in Item 7,
Management's Discussion and Analysis of Financial Condition and
Results of Operations, and in Item 8, Financial Statements and
Supplementary Data on page 27. Financial information about foreign
and domestic operations and export sales is included in Note 17 of
the Notes to Consolidated Financial Statements.
INTERNATIONAL OPERATIONS
The Company operates globally, with manufacturing and distribution
facilities in various countries throughout the world, and is subject
to certain opportunities and risks, including currency fluctuations
and government actions. Mallinckrodt generates a significant portion
of its operating earnings and cash flows outside the United States
and is positioned to benefit naturally from its use of approximately
19 currencies, as currency fluctuations are often offsetting.
Operations in each country are monitored so the Company can quickly
respond to changing economic and political environments as well as
changes in foreign currency exchange rates and interest rates. The
Company uses certain derivative financial instruments, principally
purchased options, forward contracts and currency swaps, to manage
its exposure to fluctuations in foreign exchange and interest rate
risk. The Company uses the derivatives over a rolling 18- to 24-month
coverage period with an objective of limiting negative rate
effects on overall performance for both budget and prior year
comparisons. The Company seeks to have effective coverage levels of
50 to 80 percent of currency exposures that subject the Company to
risk. The hedges are designed to satisfy the requirements for
deferral accounting treatment at inception. Gains and losses in the
hedges are expected to be systematically monetized with concurrent
reinvestment to replace monetized hedges and maintain overall hedging
coverage targets. Additionally, various operational initiatives are
employed to help manage business risks. The net impact of foreign
exchange activities on earnings was immaterial for 1997, 1996 and
1995, including conversion of certain currencies into functional
currencies and the costs of hedging certain transactions and balance
sheet exposures. The foreign currency translation loss included in
shareholders' equity, and resulting from the translation of the
financial statements of most of the Company's international
affiliates into U.S. dollars, increased by $44 million in 1997 due to
the strengthening of the U.S. dollar against the functional currency
of many of the Company's international affiliates.
The Company does not consider the present rate of inflation to have a
significant impact on the businesses in which it operates.
While future economic events cannot be predicted, the Company
believes its current operations and future expansion plans will not
result in a significantly different risk profile.
Mallinckrodt sales outside the U.S. represented approximately 28
percent of consolidated net sales during the three-year period ended
June 30, 1997. Products are manufactured and marketed through a
variety of subsidiaries and affiliates around the world. See
discussions of individual business segments included below; under
Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations; and in Note 17 of the Notes to
Consolidated Financial Statements for additional information.
HEALTHCARE
Healthcare sales were:
Years ended June 30,
--------------------------
1997 1996 1995
------- ------- ------
(in millions)
Net sales
Imaging agents.................. $ 801 $ 716 $ 688
Critical care products.......... 321 338 324
Pharmaceutical specialties...... 404 368 325
------- ------- -------
$1,526 $1,422 $1,337
======= ======= =======
Healthcare products are instrumental in the delivery of healthcare
services and are sold to hospitals, clinical laboratories,
pharmaceutical manufacturers and other customers on a worldwide
basis. Healthcare products are related by a high degree of
innovation and technology, by regulation from agencies such as the
U.S. Food and Drug Administration (FDA), industry standards and by
markets served. They are significantly affected by conditions within
the healthcare industry, including continuing legislative initiatives
and public and private healthcare insurance and reimbursement
programs. An aging population and demand for technologically
superior products to improve the quality of life while lowering the
cost of care are two major factors fueling growth within the
industry.
The healthcare industry is experiencing a period of extensive change.
All markets served by the Company are highly competitive in the
United States and overseas. Legislative bodies, in all likelihood,
will continue to review and assess alternative healthcare delivery
systems and payment methodologies, and ongoing public debate of these
issues can be expected. Cost containment initiatives, market
pressures and proposed changes in applicable laws and regulations may
have a dramatic effect on pricing or potential demand for medical
products, the relative costs associated with doing business and the
amount of reimbursement by both government and third-party payors.
In particular, the industry is experiencing market-driven reforms
from forces within the industry that are exerting pressure on
healthcare companies to reduce healthcare costs. These market-driven
reforms are resulting in industry-wide consolidation that is expected
to increase the downward pressure on healthcare product margins, as
larger buyer and supplier groups exert pricing pressure on providers
of medical devices and other healthcare products. Managed care and
other healthcare provider organizations have grown substantially in
terms of the percentage of the population in the United States that
receives medical benefits through such organizations and in terms of
the influence and control that they are able to exert over an
increasingly large portion of the healthcare industry. These
organizations are continuing to consolidate and grow, which may
increase the ability of the organizations to influence the practices
and pricing involved in the purchase of medical products, including
those products sold by the Company. Both short-term and long-term
cost containment pressures, as well as the possibility of regulatory
reform, may have an adverse impact on the Company's results of
operations.
On July 1, 1996, Mallinckrodt began supplying Premier, Inc.
(Premier), the largest healthcare alliance in the U.S., with x-ray
contrast media under a five-year contract, an agreement believed to
be the largest contract ever written for contrast media products.
Subsequently, Mallinckrodt entered into sole-source agreements to
supply Premier member hospitals with tracheostomy tubes, temperature
monitoring systems, and radiopharmaceuticals and related products.
Effective July 1, 1997, Premier named Mallinckrodt a corporate
partner, extending all supply agreements to seven years. As a
corporate partner, Mallinckrodt's products will be used
preferentially by Premier's 1,650 member hospitals.
Healthcare provides advanced, innovative products for radiology,
cardiology, nuclear medicine, anesthesiology, critical care and
therapeutic pharmaceuticals. Principal products of this industry
segment are contrast media for various imaging modalities,
radiopharmaceuticals for medical diagnostic procedures, disposable
medical devices, drug chemicals, high-purity process chemicals and
peptides.
With the acquisition of Nellcor in August 1997, Mallinckrodt is a
more significant supplier to healthcare providers. Customers will
benefit from the combined companies' expanded product lines and
strengthened position as a full service, single source for hospitals
and national and regional purchasing organizations.
During 1994, Mallinckrodt conducted studies to develop strategies to
effectively respond to healthcare customer needs and compete in a
market that is changing rapidly as the result of healthcare reform.
As a result of these efforts, in the fourth quarter of 1994
Mallinckrodt recorded a charge of $74 million, $46 million after
taxes, related to implementing organization and process changes. The
key components of the charge included the reorganization of the
medical specialty oriented U.S. sales structure into a unified
organization divided into geographical districts; reorganization to
reduce, centralize and standardize certain non-sales related
functions and management processes; and manufacturing
rationalization.
The process of reorganizing the U.S. sales force addressed new
alliances being created on a market-by-market basis and the changing
dynamics of existing customers' decision-making processes. Sales
organizations for imaging agents and critical care products were
consolidated into one team to increase responsiveness to the
customer. The consolidation also created 10 geographic regions to
improve planning and strategy development on a local basis. Emphasis
continues to be placed on contact with the clinical community within
its customer base; however, the sales structure provides a single
point of contact with each purchasing entity, providing quicker, more
efficient and more effective customer service.
Pretax cash expenditures for this restructuring approximate the
original estimate of $65 million, consisting of $28 million for
severance costs for about 500 people at various locations around the
world, $15 million for consulting, $13 million for manufacturing
rationalization and $9 million for other items. The $9 million
noncash pretax portion of the charge primarily related to
manufacturing rationalization. Approximately $58 million of the cash
expenditures were incurred through June 30, 1997. The majority of
the remaining cash expenditures will occur in 1998 with the largest
single category related to severance for previously terminated
employees. Restructuring actions are complete at June 30, 1997 and
no material adjustments to the original reserve have been required.
Imaging Agents
- --------------
Imaging agents include the manufacture, sale and distribution of
products used in radiology, cardiology and nuclear medicine.
Radiology products include iodinated contrast media (ionic and
nonionic), ultrasound contrast agents, magnetic resonance imaging
agents, and catheters for use in studies of the brain, abdominal
organs, renal system, peripheral vascular system and other areas of
the body to aid in diagnosis and therapy. Pursuant to the
restructuring discussed above, these products are marketed in the
U.S. principally by a geographically organized sales force.
Internationally, these products are marketed through direct sales
forces and distributors.
Since its introduction in the U.S. eight years ago, Optiray*, a low
osmolar, nonionic medium, has been widely accepted in both radiology
and cardiology procedures. Optiray* began to be introduced outside
the U.S. in 1991. To source growing Optiray* volumes in the
international market, the Company opened a new production facility in
Dublin, Ireland during 1994 for the manufacture of Optiray* in its
bulk drug form. In addition, capacity expansion projects at
Mallinckrodt's existing plant in St. Louis, Missouri were completed
in 1994 and again in June of 1997. In June 1990, Mallinckrodt
introduced Ultraject*, a patented innovation in contrast media agent
administration. This prefilled syringe provides a more efficient,
convenient and safer method of delivering contrast agents.
Ultraject* allows Mallinckrodt to differentiate its contrast media
offering by providing advantages over traditional glass bottles and
vials because it reduces handling hazards and the potential for
dosage error. In January 1996, Mallinckrodt acquired Liebel-Flarsheim
Company of Cincinnati, Ohio to enhance its position in the
contrast imaging arena. Liebel-Flarsheim's products include contrast
media power injectors for angiography and CT, X-ray components, and
specialized equipment for diagnostic urology procedures.
In September 1996, Mallinckrodt signed a collaboration agreement with
Epix Medical Inc., formerly known as METASYN, Inc., to co-develop a
blood pool MRI agent. Mallinckrodt has worldwide manufacturing
rights for the products developed and has selling and marketing
rights to them for all countries, except Japan. In April 1997,
Mallinckrodt introduced GastroMARK*, an oral GI bowel marker used in
magnetic resonance imaging procedures. This product was licensed
from Advanced Magnetics, Inc. of Cambridge, Massachusetts and is
distributed exclusively by Mallinckrodt in the U.S., Canada, Mexico,
Japan, Australia and New Zealand.
The cardiology business is directed toward meeting the needs of both
invasive and non-invasive cardiology in diagnosing and treating
diseases of the heart and the cardiovascular system. The business
currently offers both ionic and nonionic contrast agents, ultrasound
contrast agents and interventional catheters and related supplies.
These products are sold directly to hospitals, primarily by a
dedicated sales organization within Mallinckrodt's geographically
organized sales force.
During 1989, Mallinckrodt acquired an equity position of less than
two percent of the then outstanding common shares of Molecular
Biosystems, Inc. (MBI) of San Diego, California, and obtained
exclusive marketing rights in the Western Hemisphere for Albunex*, a
new ultrasound contrast agent. Albunex* was unanimously recommended
for approval by a Devices and Radiology Advisory Panel of the FDA in
July 1992. MBI received an approvable letter for Albunex* from the
FDA in April 1994. Final approval was received early in August 1994
with Mallinckrodt's launch of the product occurring in the second
quarter of 1995. On September 7, 1995, Mallinckrodt entered into a
new distribution and investment agreement for Albunex* and
OPTISON*(FS069), a major new ultrasound contrast agent in
development. Under the September 7, 1995 agreement, Mallinckrodt
made an additional equity investment of $13 million in MBI. In
addition, the agreement also provides for Mallinckrodt to partially
fund OPTISON* clinical development and make various milestone
payments. Mallinckrodt's total equity position in MBI pursuant to
this agreement is under ten percent of that Company's outstanding and
publicly traded common stock. In December 1996, Mallinckrodt
extended the agreement with MBI to exclusively distribute in Europe,
Africa, most of Asia, Australia and New Zealand. Albunex* received
FDA approval in June 1997 for the diagnosis of fallopian tube patency
as part of infertility workup.
On October 17, 1996, MBI submitted a premarket approval application
to the FDA's Center for Devices and Radiologic Health (CDRH) for
OPTISON*. In February 1997, OPTISON* received unconditional
recommendation for approval from the CDRH advisory panel of the FDA.
Then as a result of a citizens petition and subsequent court request,
the FDA reconsidered whether OPTISON* should continue to be reviewed
as a device while other ultrasound contrast agents were regulated as
drugs. On July 29, 1997, the FDA decided that all ultrasound
contrast agents are drugs, not medical devices. Therefore, the
OPTISON* premarket approval application to the CDRH was transferred
to the Center for Drug Evaluation and Research (CDER). The FDA's
decision does not affect the marketing of Albunex. The CDER will be
able to rely, as appropriate, on the extensive analysis already done
by the CDRH, the comments and recommendations of the February 1997
advisory panel, and any conclusions already reached by the CDRH. MBI
will be expected to amend its New Drug Application (NDA) with the
appropriate patient information, proposed drug labeling and other
information needed to support the approval of an NDA. In a related
matter, MBI and Mallinckrodt have taken legal action to preempt any
competitor allegation regarding patent infringement by requesting the
United States Patent Office to reexamine patents granted. For
additional information about the legal action, see Other Litigation
section of Legal Proceedings in Item 3 on pages 11-14.
In addition to purchases of x-ray contrast media by individual
hospitals and integrated healthcare networks, the majority of
contrast media sales occurs through various group purchasing
organizations. In 1996, Mallinckrodt won a five-year agreement
(since extended to seven years) with Premier. Premier is the largest
healthcare purchasing group in the U.S., representing approximately
thirty percent of all x-ray contrast media purchased. In addition,
Mallinckrodt has a purchasing agreement with Tenet Healthcare
Corporation, another large group purchasing organization.
Nuclear medicine products consist of radiopharmaceuticals used to
provide images of numerous body organs' anatomy and function, and to
diagnose and treat diseases. Nuclear medicine products are sold to
hospitals and clinics in the U.S. by both a direct geographically
organized sales force and through a nationwide network of nuclear
pharmacies. Internationally, nuclear medicine products are marketed
through direct sales forces and distributors.
In 1995, Mallinckrodt signed an agreement with Medi+Physics to
distribute healthcare proprietary radiopharmaceutical products
through Medi+Physics' radiopharmacies in the U.S. and Canada.
Additionally, in 1995, Mallinckrodt signed a license agreement with
Immunomedics for Mallinckrodt to market CEA-Scan* in select European
countries subject to receipt of regulatory approval in those
countries. In 1996, a license agreement was signed for the U.S.
CEA-Scan* is an in vivo diagnostic imaging product for colorectal
cancer.
In June 1994, the FDA authorized U.S. marketing of OctreoScan*. This
unique radiopharmaceutical assists physicians in diagnosing and
determining the extent of spread of certain types of cancers, using a
non-invasive procedure instead of surgical biopsy. OctreoScan* is
manufactured at facilities in St. Louis, Missouri and Petten, the
Netherlands. Introduction of the product began in June 1994 through
key hospitals specializing in cancer treatment. Marketing of the
product was expanded in 1995 upon FDA approval of promotional
material.
In 1992, Mallinckrodt signed an agreement with the Netherlands Energy
Research Foundation to construct a plant in Petten, the Netherlands
dedicated to the manufacture of molybdenum-99 (Mo99), a key raw
material used in the production of the nuclear medicine imaging
product technetium-99m. The Mo99 production facility, which began
operation in June 1996, is a new facility adjacent to the existing
manufacturing site.
In 1990, Mallinckrodt introduced TechneScan* MAG3* for improved
imaging of the kidneys and the renal system. Unlike a standard X-ray
based imaging procedure, a nuclear medicine scan utilizing MAG3* can
accurately assess renal tubular function in addition to providing
anatomical information. In 1991, the Company introduced the
UltraTag* RBC blood pool imaging kit which is used for gated blood
pool, "first pass" cardiac studies, and for the detection of
hemangiomas and gastrointestinal bleeding sites. To meet growing
worldwide demand for cyclotron-produced products, Mallinckrodt
brought a new cyclotron on-line at Petten, the Netherlands in 1993
and expanded cyclotron capacity at its radiopharmaceutical production
facility in Maryland Heights, Missouri in 1995. The Company expanded
the Maryland Heights, Missouri manufacturing facility to introduce an
improved technetium-99m generator product in early 1997.
Imaging agents manufacturing facilities are located in Angleton,
Texas; Cincinnati, Ohio; Maryland Heights, Missouri; Mexico City,
Mexico; Mulhuddart, Ireland; Petten, the Netherlands; Pointe Claire,
Canada; Raleigh, North Carolina; and St. Louis, Missouri.
Mallinckrodt owns these facilities. The Company also operates 36
nuclear pharmacies located in population centers throughout the U.S.
Critical Care Products
- ----------------------
The critical care business includes products for anesthesiology,
respiratory care and blood analysis. Anesthesiology products include
continuous core temperature monitoring systems, fluid warming and
convective warm air temperature management systems, and airway
management products. Continuous core temperature monitoring and
temperature management systems are utilized both in surgical
procedures and postoperatively. The airway management product line
consists of basic and specialty tracheal tubes, and other disposables
used in hospitals for maintaining a secure airway during anesthesia
and intensive care, and tracheostomy tubes which are used in
hospitals and alternate site facilities for maintaining airways
during respiratory care. Anesthesiology and respiratory products are
marketed directly through Mallinckrodt's geographically organized
sales force and through distributors in the U.S. and internationally.
HemoCue products, which include blood hemoglobin and glucose analysis
systems for use in hospitals and alternate site facilities, are
distributed directly by the Company and through independent
distributors in the U.S. and internationally.
With the acquisition of Nellcor in August 1997, Mallinckrodt will be
a leader in anesthesia and respiratory care products. Nellcor's
worldwide leadership position in oxygen monitoring, critical care
ventilation and other respiratory products, combined with
Mallinckrodt's leadership positions in airway management disposables
and other critical care products will form the largest organization
in this area of medical products.
In June 1995, Mallinckrodt acquired Alton Dean, Inc. of Salt Lake
City, Utah to complement its temperature management business. Alton
Dean's products include in-line sterile fluid warmers, pressure
infusers, and irrigation pumps used in operating rooms and intensive
care units. These products are marketed through distributors in the
U.S. and Europe.
In 1994, Mallinckrodt acquired DAR S.p.A. of Mirandola, Italy to
complement its tracheal and tracheostomy tube business and expand the
airway management business into related anesthesia and respiratory
disposables. DAR products include disposable filters, heat/moisture
exchangers, masks and breathing circuits used in operating rooms and
intensive care units to provide respiratory support to critically ill
patients.
In 1994, Juarez, Mexico became the new production base for the
temperature monitoring systems products used in emergency and
critical care settings. Mallinckrodt capitalized on the rapid
conversion to disposable tracheal tubes in Europe by expanding its
anesthesiology products plant in Athlone, Ireland. Also, the Argyle,
New York tracheal tube manufacturing operation has been closed and a
new facility in Juarez, Mexico is now in operation.
On September 30, 1996, the Company sold Mallinckrodt Sensor Systems,
Inc., a Michigan corporation, to Instrumentation Laboratory Company.
The financial statements include the results of this business prior
to sale; however, the associated earnings and assets were not
material to the healthcare segment or to Mallinckrodt Inc.
Critical care manufacturing facilities are located in Angelholm,
Sweden; Argyle, New York; Athlone, Ireland; Irvine, California;
Juarez, Mexico; and Mirandola, Italy. Mallinckrodt owns the Argyle,
Athlone and Mirandola facilities. The remainder are leased. The
Argyle, New York facility is no longer in production and efforts are
underway to divest this facility.
For information about legal activities involving the critical care
business, see Legal Proceedings in Item 3 on pages 11-14.
Pharmaceutical Specialties
- --------------------------
Pharmaceutical specialties products include analgesics such as
acetaminophen (APAP) used to control pain and fever; codeine salts,
morphine and other opium-based narcotics and synthetic narcotics used
to treat pain and coughs; and peptides which are used in many new
pharmaceuticals. Other pharmaceutical specialties products include
Toleron brand of ferrous fumarate which stimulates the formation of
red blood cells; magnesium stearate for use as a tableting aid in
pharmaceuticals; potassium chloride for use as a potassium supplement
in pharmaceuticals and nutritionals; and other salts, chemicals and
reagents used in the production of pharmaceutical and food products.
In November 1996, Mallinckrodt acquired D.M. Graham Laboratories,
Inc. of Hobart, New York. Graham Laboratories is a contract
manufacturer of both tablet and capsule dosage pharmaceuticals and a
licensed producer of a variety of medicinal narcotic substances.
Mallinckrodt expanded its product offering in healthcare by acquiring
an analgesic pharmaceutical product line from King Pharmaceuticals,
Inc. in 1996. Most pharmaceutical specialties products are sold to
the pharmaceutical industry for use in the manufacture of dosage form
drugs. Narcotic prescription chemicals are sold directly to
pharmaceutical manufacturers and pharmaceutical dosage products are
sold directly to drug wholesalers and chain pharmacies, while opiate
addiction products are sold primarily to clinics. All pharmaceutical
specialties are marketed through distributors and by a direct sales
force.
The Company expanded its capacity at its St. Louis, Missouri site to
manufacture pharmaceutical intermediates and additives with the
addition of an FDA registered facility in 1997. The APAP
manufacturing at the Raleigh, North Carolina facility has been
incrementally expanded over the past few years, while costs have been
reduced. Capacity of the Derbyshire, England para-aminophenol (PAP,
a precursor of APAP) manufacturing plant has also been significantly
increased. Mallinckrodt also upgraded its Compap* production
facility in Greenville, Illinois in 1997. In addition, the Company
continues to work on several projects to expand and upgrade the
narcotics facility in St. Louis, Missouri to meet growing worldwide
demand.
Pharmaceutical specialties are manufactured in Derbyshire, England;
Greenville, Illinois; Hobart, New York; Mexico City, Mexico; Paris,
Kentucky; Phillipsburg, New Jersey; Raleigh, North Carolina; St.
Louis, Missouri; and Torrance, California.
The Company has healthcare distribution locations in Athlone,
Ireland; Bondoufle, France; Brussels, Belgium; Catano, Puerto Rico;
Cincinnati, Ohio; El Paso, Texas; Gemenos, France; Hennef, Germany;
Madrid, Spain; Mexico City, Mexico; Mission Viejo, California;
Northampton, United Kingdom; Nottinghill, Australia; Petten, the
Netherlands; Pointe Claire, Canada; Singapore; Tokyo, Japan; Vienna,
Austria; and Zurich, Switzerland. Mallinckrodt owns the facilities
in Athlone, Cincinnati, Mexico City, Petten and Pointe Claire. The
remainder are leased.
SPECIALTY CHEMICALS
Specialty chemicals sales were:
Years ended June 30,
--------------------------
1997 1996 1995
------ ------ ------
(in millions)
Net sales $ 335 $ 332 $ 252
====== ====== ======
Specialty chemicals products are sold to a variety of markets. These
products possess a higher degree of technology and service than is
characteristic of commodity chemicals. Generally, specialty
chemicals products are sold as chemical intermediates which are used
by customers worldwide as components, ingredients or reagents, rather
than as final consumer products. Many specialty chemicals products
are processed in multi-purpose manufacturing facilities. Specialty
chemicals products include catalysts, chemical additives, polymer
stearates, and laboratory and microelectronics chemicals.
Catalysts are sold to the petrochemical and food industries. They
include such products as platinum and palladium on carbon or alumina
substrates; copper chromite; tableted, flaked and droplet shapes of
nickel catalysts; and a variety of custom catalysts. Such catalysts
are used to manufacture plasticizers, detergents, rubber products,
insecticides, synthetic motor oil and edible fats and oils. These
catalysts are marketed directly by Mallinckrodt under the registered
trademark Calsicat*.
Catalyst Resources, based in Pasadena, Texas, produces custom and
proprietary catalysts for manufacturers of polypropylene and
polyethylene. Catalyst Resources products are marketed by a direct
sales force, with a large percentage of sales to international
customers.
TRIMET, based in Allentown, Pennsylvania, manufactures chemical
additives to enhance the performance of water-based paints and
coatings. Its products are sold internationally through
Mallinckrodt's sales force and selected agents.
Other chemical additives include customized additive blends for use
as processing aids in the production of polymers, and calcium
stearates and other metal soaps for use as internal lubricants to
facilitate the manufacture of molded and extruded plastics. These
chemical additives are sold internationally to industrial consumers
through a direct sales force and selected agents.
Laboratory chemical products include high-purity reagent chemicals
used in research and development and analytical laboratories. These
high-purity products consist of thousands of reagent chemicals sold
primarily through distributors to medical, industrial, educational
and governmental laboratories.
Microelectronic chemicals encompass high purity acids, solvents,
etchants and photoresist strippers used for the manufacture of
semiconductor chips. A direct sales force is used to offer
approximately 500 microelectronic chemicals and photoresist strippers
to worldwide semi-conductor chip producers.
In 1995, Mallinckrodt acquired J.T. Baker Inc., a worldwide
manufacturer and supplier of laboratory, process and microelectronic
chemicals. The acquisition brought an excellent brand name and a
strong organization, including international operations, to specialty
chemicals' existing laboratory chemicals business. To maximize the
synergies of the two businesses, specialty chemicals has combined its
laboratory chemicals business with J.T. Baker's and renamed the
business Mallinckrodt Baker, Inc. Former facilities and offices from
both organizations are now being operated under the Mallinckrodt
Baker name.
Specialty chemicals are manufactured in Allentown, Pennsylvania;
Dalum, Germany; Deventer, the Netherlands; Erie, Pennsylvania;
Greenville, Illinois; Hayward, California; Mexico City, Mexico;
Paris, Kentucky; Pasadena, Texas; Phillipsburg, New Jersey; and St.
Louis, Missouri.
OTHER ACTIONS - DISCONTINUED OPERATIONS
On June 30, 1997, the Company disposed of the animal health segment
for cash plus the assumption of certain liabilities. The Company
retained various parcels of idle real property, and efforts are
underway to divest these assets. In addition, environmental
liabilities, certain facility leases, and certain liabilities for
employee benefits, including postretirement benefits, were retained
by the Company.
On March 31, 1997, the Company disposed of Fries & Fries, Inc., a
wholly owned subsidiary which owned the Company's 50 percent interest
in Tastemaker, which was the flavors joint venture with Hercules
Incorporated.
In October 1995, the Company sold its feed ingredients business.
Discontinued operations for 1997, 1996 and 1995 also included other
charges, primarily for environmental and litigation costs related to
previously divested operations.
The results of these transactions and the results of operations from
these businesses have been reclassified to discontinued operations,
and prior year results have also been reclassified. For additional
information about discontinued operations, see Management's
Discussion and Analysis of Financial Condition and Results of
Operations in Item 7 on pages 19-23, and Note 1 of the Notes to
Consolidated Financial Statements.
SUBSEQUENT EVENT
On August 28, 1997, the Company acquired more than 90% of the
outstanding shares of Nellcor common stock for $28.50 per share. The
Company acquired the remaining outstanding shares of Nellcor pursuant
to a second-step merger on August 29, 1997 in which the remaining
shares were converted into the right to receive $28.50 per share in
cash. The aggregate purchase price of the common stock is
approximately $1.9 billion. The acquisition will be accounted for
using purchase accounting.
Nellcor is the world leader in providing products that monitor,
diagnose and treat the respiratory impaired patient. With the
acquisition, Mallinckrodt becomes a more important healthcare force
serving hospital, alternate care and pharmaceutical markets.
Substantial cost savings are expected to be realized from the
combined operations through procurement and economies of scale
benefits, and the elimination of duplication. No assurance can be
made as to the amount of cost savings that will actually be realized.
However, the Company will apply substantial management resources in
order to achieve the operating efficiencies from integrating the
companies. The Company expects to record a charge against earnings
during 1998 in connection with the integration effort.
For additional information about the acquisition of Nellcor, and its
impact on the Company, see Management's Discussion and Analysis of
Financial Condition and Results of Operations in Item 7 on pages 19-23,
and Notes 11 and 21 of the Notes to Consolidated Financial
Statements.
OTHER ACTIVITIES
Research and Development
- ------------------------
The Company performs applied research directed at development of new
products, development of new uses for existing products and
improvement of existing products and processes. Research and
development programs include laboratory research as well as product
development and application. Internal research efforts in each of
its business segments are supplemented with third-party and
university technical agreements.
Healthcare's various development activities are focused on market-place
needs. Research and development activities carried on within
the Company are performed by a centralized organization for imaging
agents. These same research and development activities for critical
care products and pharmaceutical specialties are performed within
these businesses.
Specialty chemicals' research and development efforts are organized
within its operating divisions to focus technical resources on the
development of new and improved products meeting defined market and
customer needs. Technical personnel for process support are located
at each manufacturing location.
Patents, Trademarks and Licenses
- --------------------------------
Mallinckrodt owns a number of patents and trademarks, has a
substantial number of patent applications pending and is licensed
under patents owned by others. No single patent is considered to be
essential to the Company as a whole, but in the aggregate, the
patents are of material importance to the Company.
Environmental and Other Regulatory Matters
- ------------------------------------------
The Company is subject to various environmental protection and
occupational safety and health laws and regulations in the United
States and foreign countries in which it operates. In addition, in
its current operations and over the years, the Company has handled,
and will continue to deal in or otherwise handle, materials and
wastes classified as hazardous or toxic by one or more regulatory
agencies. The Company is also subject to the Federal Food, Drug, and
Cosmetic Act, other federal statutes and regulations, various state
statutes and regulations, and laws and regulations of foreign
governments affecting and involving testing, approval, production,
labeling, distribution, post-market surveillance and advertising of
most of the Company's existing, new and prospective products.
Significant capital expenditures, as well as operating costs, have
been incurred to comply with the laws and regulations governing the
protection of the environment, occupational safety and health, and
the handling of hazardous materials. There are inherent and
unquantifiable risks in handling hazardous or toxic materials and
wastes. On the basis of its best information, the Company does not
believe the expenditures and risks occasioned by these circumstances
have become materially adverse to its financial condition or results
of operations; however, no assurance can be given that this will
continue to be true.
Similarly, the manner of interpretation and enforcement of the laws
and regulations of government agencies, such as the U.S. Food and
Drug Administration and the U.S. Environmental Protection Agency
(EPA), and state and foreign counterparts, pertaining to any
particular production site or in connection with any particular
product or any proposed new or modified product may be different than
anticipated, and could result in production interruption and product
holds or recalls.
The Company endeavors to comply with all of these laws and
regulations, as well as with all other applicable laws and
regulations, but there can be no assurance that its compliance
efforts will always be acceptable. Instances of non-compliance have
occurred in the past and although they have not had a material
adverse impact on the Company, such instances could occur in the
future and possibly have a material adverse impact.
In particular, the Company is unable to predict the extent to which
it may be adversely affected by future regulatory developments such
as new or changed laws or regulations.
Most of the Company's environmental related capital expenditures are
in response to provisions of the Federal Clean Air Act; Water
Pollution Control Act; Resource Conservation and Recovery Act;
Comprehensive Environmental Response, Compensation, and Liability
Act; and land use, air and water protection regulations of the
various localities and states, and their foreign counterparts.
Capital expenditures worldwide relating to air emission control,
wastewater purification, land reclamation and solid waste disposal
totaled approximately $6 million in 1997 and $13 million in 1996.
The Company currently estimates that environmental capital
expenditures for 1998 and 1999 will average about $16 million per
year.
During 1996, the Company assumed and was compensated for certain
costs to remediate various sites in the future. In addition, the
Company established additional environmental reserves for
discontinued operations. The Company has accruals of $116 million at
June 30, 1997 for costs associated with the study and remediation of
Superfund sites and for the Company's current and former operating
sites. Any claims for potential recovery have not been valued
against the accrued environmental liabilities. While ongoing
litigation may eventually result in recovery of costs expended at
certain of the environmental sites, any gain is contingent upon a
successful outcome and has not been accrued.
Environmental cleanup costs are often incurred over extended periods
of time. Nevertheless, to the extent these costs can be reasonably
estimated and the Company's responsibility is probable, although the
costs are not yet payable, accruals are established and reflected in
the Company's consolidated financial statements. Based on
information presently available, the Company believes any amounts to
be paid in excess of the accrued liabilities will not have a material
adverse effect on its financial position or results of operations.
See also Item 3., Legal Proceedings, and Note 20 of the Notes to
Consolidated Financial Statements for additional information.
Employees
- ---------
Mallinckrodt had 7,871 employees at June 30, 1997, consisting of
5,057 U.S. based employees and 2,814 employees outside the U.S.
Labor Relations
- ---------------
In the U.S., the Company has nine collective bargaining agreements
with eight U.S. international unions or their affiliated locals
covering 884 employees. Three agreements covering 157 employees were
negotiated during 1997, with no work stoppages. Two agreements
covering 206 employees will expire in 1998. Seven operating
locations outside the U.S. have collective bargaining agreements
and/or work counsel agreements covering approximately 1,014
employees. Recent wage and benefit increases were consistent with
competitive industry and community patterns.
ITEM 2. PROPERTIES
Information regarding the principal plant and properties of
Mallinckrodt is included in the respective business segment and other
actions discussions in Item 1., Business. Additionally, Mallinckrodt
leases office space in St. Louis, Missouri.
The Company believes its manufacturing and distribution facilities
are adequate, suitable and of sufficient capacity to support its
current operations.
ITEM 3. LEGAL PROCEEDINGS
Environmental Matters
- ---------------------
The Company's operations are subject to a variety of federal, state
and local environmental laws and regulations that govern, among other
things, the generation, handling, storage, transportation, treatment
and disposal of hazardous substances, discharges to water, and air
emissions from equipment and facilities. The Company is involved in
various administrative or judicial proceedings relating to the
environment that have been initiated by EPA, by state authorities or
by third parties. These proceedings are in various stages of
development and generally include demands for reimbursement of
previously incurred costs and for future investigation or remedial
actions. In many instances, the dollar amount of the claim is not
specified. For some sites, other potentially responsible parties may
be jointly and severally responsible, along with the Company, to pay
remediation and other related expenses. For other sites, the Company
may be solely responsible for remediation and related costs. The
Company anticipates that a portion of these costs will be covered by
insurance or third party indemnities. A number of the currently
pending matters relate to discontinued operations of the Company.
To the extent costs and related liabilities for environmental matters
can be reasonably estimated and the Company's responsibility is
probable, accruals are established although costs are not yet
payable. In establishing accruals, the Company considers, among
other things: its past experience at the site in question and at
other sites; the probable costs to be paid by other potentially
responsible parties, if any; total projected remediation costs for
the site, if known; existing technology; and the currently enacted
laws and regulations. The Company frequently engages qualified
environmental contractors to assist it in evaluating and developing
an appropriate response to environmental issues.
Based on information presently available, the Company believes any
amounts to be paid in excess of the accrued liabilities will not have
a material adverse effect on its financial position or results of
operations. The following is a brief discussion of certain pending
environmental proceedings which the Company believes, based on
currently available information, are most significant:
Orrington, ME -- Hanlin Group, Inc. purchased a chemical
manufacturing facility located in Orrington, Maine from the Company
in 1982. In 1989, Hanlin filed suit in the U.S. District Court for
the District of Maine alleging that the Company had operated the
facility in violation of federal and state environmental laws. More
specifically, Hanlin asserted that the Company had allowed the
discharge of unlawful amounts of mercury, contaminating the soil,
air, groundwater and adjoining waterways. Hanlin also alleged that
the Company illegally caused carbon tetrachloride and chloroform
contamination at the facility. The parties settled these claims in
1991. The facility was subsequently sold to HoltraChem Manufacturing
Company, L.L.C.; the settlement agreement was assigned to HoltraChem
as part of the sale. Under the settlement agreement, the Company
agreed to pay specified costs of a study ordered by EPA. A draft
Site Investigation has been completed. Additional information is
needed to address questions from EPA and Maine. The Company is
completing additional work to supplement the investigation prior to
revising the remedial plan. Costs of implementing remedial action at
the site will be shared by the Company and HoltraChem on a yet-to-be
agreed basis. If the parties cannot reach agreement, the matter will
be referred to binding arbitration.
Auburn Hills, MI -- The Company is a defendant in an action pending
in the U.S. District Court for the Eastern District of Michigan
relating to a drum reconditioning facility located in Auburn Hills,
Michigan that was leased and operated by the Company in the 1970s.
The State of Michigan and the present owner of the facility claim
that the Company is jointly and severally liable, along with
approximately twenty other former owners and operators of the
facility, for alleged contamination of soil and groundwater resulting
from improper disposal practices. The State seeks remedial measures
at the site and reimbursement for costs incurred to date. The
current owner seeks reimbursement for previously incurred cleanup
costs and compensation for damages to the site. The Company denies
any violation of applicable law on its part. The Company has filed a
third-party complaint against approximately 110 parties that sent
drums to the facility, seeking contribution for damages that might be
assessed against the Company.
The court held status conferences on this matter in February and June
1997. The Company and other parties have agreed to determine if
settlement is possible. The Company has submitted a remedial action
plan to the State of Michigan for this site and met with the State to
address comments. The Company is completing additional work for the
State to obtain concurrence from the State of Michigan on the
proposed Remedial Action Plan. The Company prepared a report
describing the results of the additional work and submitted it to the
Court on August 27, 1997. A few more tasks need to be finalized and
the Company will incorporate the data into a Revised Remedial Action
Plan.
St. Louis, MO / CT Decommissioning -- The Company processed certain
ores, columbium and tantalum, under license with the Nuclear
Regulatory Commission (NRC) in the 1960s through 1986. The Company
is required to complete decommissioning of the processing areas,
building and soil on the site where manufacturing occurred pursuant
to NRC regulations. The Company submitted a Phase I Characterization
Plan to NRC and has implemented the Characterization Plan. The
Company is developing a Decommissioning and Decontamination Plan to
submit to the NRC.
Raleigh, NC -- The Company owns a bulk pharmaceutical facility which
has been operating since the mid-1960s. The facility has a Resource
Conservation Recovery Act (RCRA) Part B permit which requires the
facility to undergo corrective action. There are several phases to
the corrective action process. The Company has worked with federal
and state agencies to complete the Remedial Feasibility Investigation
and identified certain Solid Waste Management Units (SWMUs). The
Company received its permit and submitted a RCRA Facility
Investigation Work Plan to the North Carolina Department of
Environment, Health and Natural Resources (Agency) proposing to
investigate the SWMUs. The Agency identified certain technical
issues concerning the Work Plan and the Company has been responding
to these issues through revisions to the Work Plan. A Revised Work
Plan was submitted to the Agency in April 1997.
Springville, UT -- In 1996, the Company entered into an interim
settlement agreement with Ensign-Bickford Industries, Inc. (EBI) to
share certain costs of remediating groundwater that allegedly has
been impacted by nitrates and explosive compounds emanating from
EBI's Springville, Utah explosives plant. The plant, under a series
of owners, has been manufacturing explosives at the mouth of the
Spanish Fork Canyon in Utah since the 1940s. The Company sold the
plant and related assets to the Trojan Corporation in 1982. EBI
acquired the Trojan Corporation in 1986 and has operated the plant
since that time. Pursuant to a 1991 stipulation and consent order
with the State of Utah, EBI has conducted a feasibility study of
alternatives for remediating impacted off-site groundwater. EBI also
is conducting a corrective action study under a 1995 consent order
with Utah.
The Company and EBI have entered into an interim allocation agreement
with two additional parties to address funding remedial activities at
this site. As previously reported, a resident with property
bordering the site filed suit against EBI for nuisance and trespass
for contamination that allegedly migrated onto the resident's
property. The Company has now also been sued by this plaintiff. The
Company and EBI have also been sued by certain other residents near
the plant alleging injuries and property damage which they claim to
have suffered as a result of contamination of their drinking water by
chemicals emanating from the plant. Various pretrial motions are
pending in both of these cases. The State also has advised EBI that
it is investigating a natural resource damages claim. All parties
have entered into a Tolling Agreement with the State in connection
with the potential natural resource damages claim.
Pierce County, WA -- In 1995, Centrum Properties Corporation
(Centrum) filed an action in the U.S. District Court for the Western
District of Washington against the Company and Olin Corporation
(Olin) concerning property that was owned by Olin between 1935 and
1963 and by the Company between 1963 and 1976. The suit alleges that
the property's groundwater is contaminated with carbon tetrachloride,
and that this contamination was caused by releases from the
explosives manufacturing facility operated on the property first by
Olin and then by the Company.
As previously reported, the Company, Olin, Boeing Company and Centrum
negotiated a settlement and the lawsuit has been dismissed. Centrum
did not recover its past costs, but Mallinckrodt and Olin agreed to
take over future remedial actions at the site. Since the Company and
Olin have been named "potentially responsible parties" for this site
by the Washington Department of Ecology, the Company and Olin
negotiated an order that would govern remedial activities at the site
with the Department of Ecology. The Department of Ecology issued the
Agreed Order effective April 1997. The Company and Olin are
preparing a remedial work plan for the site.
For additional information relating to environmental matters, see
Item 1., Business--Environmental and Other Regulatory Matters.
Other Litigation
- ----------------
The Company is a party to a number of other legal proceedings arising
in the ordinary course of business. The Company does not believe
that these pending legal matters will have a material adverse effect
on its financial condition or the results of the Company's
operations. The most significant of these matters involve two
products, OPTISON* ultrasound imaging agent and convective warming
blankets.
In July 1997, the Company and its licensor Molecular BioSystems, Inc.
("MBI"), filed suit in United States District Court for the District
of Columbia against four potential competitors - Sonus
Pharmaceuticals, Inc., Nycomed Imaging AS, ImaRx Pharmaceutical Corp.
and its marketing partner DuPont Merck, and Bracco International BV -
seeking declarations that certain of their ultrasound contrast agent
patents are invalid.
The complaint filed by the Company and MBI alleges that each of the
defendants' patents are invalid on a variety of independent grounds
under the U.S. patent laws. In addition to requesting that all of
the patents in question held by defendants be declared invalid, the
complaint requests a declaration that, contrary to defendants'
contentions, MBI and the Company do not infringe the patents, and
asks that defendants be enjoined from proceeding against MBI and the
Company for infringement until the status of defendants' patents has
been determined by the Court or the U.S. Patent and Trademark Office.
The complaint alleges that each defendant has claimed that its patent
or patents cover OPTISON* ultrasound contrast agent and that each
defendant will attempt to prevent its commercialization after
receiving regulatory approval. See Item 1., Business, on page 5
regarding the regulatory approval process of OPTISON*.
The Company has obtained a copy of, but has not yet been served with,
a complaint filed by Sonus Pharmaceuticals alleging that the
manufacture and sale of OPTISON* by the Company and MBI will infringe
two patents owned by Sonus Pharmaceuticals. These two patents are
among patents for which the Company and MBI are seeking a declaration
of invalidity as described in the preceding two paragraphs. The
complaint by Sonus Pharmaceuticals was filed in the United States
District Court for the Western District of Washington after the
Company and MBI filed their lawsuit in the United States District
Court for the District of Columbia.
The Company is aware of, but has not yet been served with, a
complaint filed by Nycomed in early September alleging that the
manufacture and sale of OPTISON* by the Company and MBI will infringe
one patent owned by Nycomed. This patent is among the patents for
which the Company and MBI are seeking a declaration of invalidity and
non-infringement as described in the preceding paragraphs. The
complaint by Nycomed was filed in the United States District Court
for the District of Columbia.
On October 6, 1994, Augustine Medical, Inc. ("Augustine") commenced a
patent infringement litigation against Mallinckrodt Group Inc. and
Mallinckrodt Medical, Inc. ("the Company") in the U.S. District Court
for the District of Minnesota. The original complaint was amended to
include allegations of patent infringement regarding U.S. Patent Nos.
4,572,188 (the '188 patent); 5,300,102 (the '102 patent); 5,324,320
(the '320 patent); and 4,405,371 (the '371 patent).
Specifically, Augustine alleged that the Company's sale of all five
(5) models of its convective warming blankets infringe certain claims
of one or more of the aforementioned patents. The Company filed
counterclaims against Augustine in connection with the above actions
alleging unfair competition, antitrust violations, and invalidity of
the asserted patents, among other things. Augustine sought to have
the Company permanently enjoined from further acts of alleged
infringement and an award of damages adequate to compensate for the
Company's alleged infringement, together with attorneys' fees.
Augustine included a claim of willful infringement and requested
enhanced damages based thereon.
The Company filed a motion for summary judgment of non-infringement
of all of the asserted patents and the Magistrate Judge issued a
report and recommendations dated March 18, 1996 indicating that there
is no literal infringement of the '188 patent, but that factual
questions existed with respect to infringement of the '102 patent,
the '320 patent, the '371 patent (Remaining Patents) and as to
whether the '188 patent is infringed under the doctrine of
equivalents. The Company has also filed a motion for summary
judgment of invalidity of certain claims of the '371 patent. The
Court granted the Company's motion for summary judgment and found
claims 1, 3, 4 and 8 of Augustine's '371 patent to be invalid.
In addition, on July 18, 1997, the Magistrate Judge issued a report
and recommendation indicating that in addition to there being no
literal infringement of the '188 patent, there is no infringement
under the doctrine of equivalents. This was confirmed by the Court
and the '188 patent was eliminated from the case.
The liability phase of the case was tried to a jury in August 1997
and the verdict was that the Company's blankets infringe the
Remaining Patents under the doctrine of equivalents, but do not
literally infringe the patents. There was also a finding of no
willful infringement.
The Judge has indicated that he will put in place an injunction that
will stop the Company from manufacturing and selling its blankets in
the United States. However, the Judge indicated that he would stay
the injunction until January 1, 1998, so as to allow the Company to
serve existing customers until that date. The Company's sales in the
United States in fiscal 1997 were $8 million.
On September 22, 1997, the jury awarded damages in the amount of
$16.8 million. The Company will appeal the jury verdicts of
liability and damages to the Court of Appeals for the Federal Circuit
(a special court for patent appeals). With the advice of outside
counsel, the Company believes there was insufficient evidence of
equivalents presented and consequently for this and other reasons the
verdicts were in error. The Company will work vigorously in the
Appeals Court to overturn the verdicts.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the three months ended June 30, 1997, there were no matters
submitted to a vote of the Company's shareholders.
EXECUTIVE OFFICERS OF THE REGISTRANT
The ages and five-year employment histories of Mallinckrodt's
executive officers at June 30, 1997 were as follows:
C. Ray Holman
Age 54. Chairman of the Company since October 1994; Chief Executive
Officer of the Company since December 1992; President of the Company
from 1992-1995; Vice President of the Company from October 1990 to
December 1992; President and Chief Executive Officer, Mallinckrodt
Medical, Inc. from January 1989 until December 1992.
Mack G. Nichols
Age 59. President and Chief Operating Officer of the Company since
December 1995; Senior Vice President of the Company since October
1993; Vice President of the Company from October 1990 to October
1993; President and Chief Executive Officer of Mallinckrodt Chemical,
Inc. from January 1989 to December 1995.
Barbara A. Abbett
Age 57. Vice President, Communications of the Company since April
1994; Vice President and Senior Partner with Fleishman-Hillard, Inc.
from 1979 to April 1994.
James C. Carlile
Age 45. Vice President of the Company since May 1996; President,
Medical Imaging Division, since December 1995; Senior Vice President,
Mallinckrodt Medical, Inc., 1994-1995; Group Vice President, Imaging,
Mallinckrodt Medical, Inc., 1992-1994; and Vice President and General
Manager, Radiology, Mallinckrodt Medical, Inc., 1990-1992.
Ashok Chawla
Age 47. Vice President, Strategic Management, of the Company since
July 1991.
Charles R. Clark III
Age 45. Vice President, Strategic Services, of the Company since May
1996; Group Vice President, Mallinckrodt Medical, Inc., 1994 to May
1996; and Vice President and General Manager, Anesthesiology U.S.,
Mallinckrodt Medical, Inc., 1988-1994.
Michael J. Collins
Age 44. Vice President of the Company since May 1996; President,
Pharmaceutical Specialties Division since December 1995; and Group
Vice President, Pharmaceutical Specialties, Mallinckrodt Chemical,
Inc., 1992-1995.
Paul D. Cottone
Age 49. Senior Vice President of the Company since October 1994;
President, Mallinckrodt Veterinary Division since December 1995;
President and Chief Executive Officer, Mallinckrodt Veterinary, Inc.,
1994-1995; Vice President, U.S. Operations of the Merck AgVet
Division from 1993 to October 1994; and Executive Director,
International Operations of the Merck AgVet Division from 1987 to
1993. (Mr. Cottone terminated his employment with the Company
effective June 30, 1997, concurrent with the sale by the Company of
its animal health division.)
Bruce K. Crockett, Ph.D.
Age 53. Vice President, Human Resources, of the Company since March
1995; and Vice President, Organization Development at Eastern
Enterprises from 1990 to February 1995.
J. Eugene Fox, Ph.D.
Age 62. Vice President, Science & Technology of the Company since
December 1995; Senior Vice President, New Technology and Chief
Scientist, Mallinckrodt Medical, Inc., since 1995; Senior Vice
President, Science and Technology, Mallinckrodt Medical, Inc.,
1992-1995; and Vice President, Science and Technology, Mallinckrodt
Medical, Inc., 1989-1992. (Dr. Fox retired as an employee of the
Company effective July 31, 1997.)
Roger A. Keller
Age 52. Vice President, Secretary and General Counsel of the Company
since July 1993; and Senior Vice President and General Counsel,
Mallinckrodt Medical, Inc., March 1992 to July 1993.
Douglas A. McKinney
Age 44. Treasurer of the Company since November 1995; and Assistant
Treasurer July 1991 to November 1995.
Terry D. Meier
Age 58. Vice President and Controller since August 1996. Senior
Vice President, Finance and Administration, Mallinckrodt Chemical,
Inc., 1991 to 1996.
Michael K. Milosovich
Age 51. Vice President of the Company since May 1996; President,
Pharmaceutical Chemicals Division since December 1995; Vice President
and General Manager, Bulk Analgesics, Mallinckrodt Chemical, Inc.,
1992-1995; and General Manager, PAP/APAP, Mallinckrodt Chemical,
Inc., 1990-1992.
David Morra
Age 41. Vice President of the Company since May 1996; President,
Nuclear Medicine Division, since December 1995; Senior Vice
President, Europe, Mallinckrodt Veterinary, Inc., 1995; Group Vice
President, Europe/Australia, New Zealand, Mallinckrodt Veterinary,
Inc., 1994-1995; and Vice President and General Manager, Cardiology,
U.S., Mallinckrodt Medical, Inc., 1991-1994.
Robert G. Moussa
Age 50. President, International of the Company since December 1995;
Senior Vice President of the Company since October 1993; Vice
President of the Company 1992-1993; President and Chief Executive
Officer, Mallinckrodt Medical, Inc., 1992-1995; Senior Vice President
and Group Executive, Mallinckrodt Medical, Inc., September-December
1992; and Group Vice President, International, Mallinckrodt Medical,
Inc., January 1989 to September 1992. (Mr. Moussa terminated his
employment with the Company effective June 30, 1997.)
Daniel B. Mulholland
Age 45. Vice President of the Company and President, Mallinckrodt
Baker, Inc. (a wholly-owned subsidiary of Mallinckrodt Inc.) since
August 1996. Vice President & General Manager, Mallinckrodt Baker,
Inc., February 1995-1996. President, J.T. Baker Inc., October 1992
to 1995.
Adeoye Y. Olukotun, M.D.
Age 52. Vice President, Medical and Regulatory Affairs of the
Company since June 1996; Vice President, Bristol-Meyers Squibb
Company 1991 to June 1996.
Michael A. Rocca
Age 52. Senior Vice President and Chief Financial Officer of the
Company since April 1994; Corporate Vice President and Treasurer of
Honeywell Inc., March 1992 to April 1994.
William B. Stone
Age 54. Vice President, Information Services, since August 1996; and
Vice President and Controller of the Company from November 1990 to
August 1996.
Thomas R. Trotter
Age 49. Vice President of the Company since May 1996; President,
Critical Care Division since December 1995; Senior Vice President,
U.S. Markets, Mallinckrodt Medical, Inc., 1994-1995; Group Vice
President, Critical Care and Anesthesiology, Mallinckrodt Medical,
Inc., 1992-1994; and Vice President and General Manager, Mallinckrodt
Critical Care, Mallinckrodt Medical, Inc., 1991-1992.
Daniel E. Woods, Jr.
Age 53. Vice President of the Company since May 1996; President,
Catalysts & Chemical Additives Division since December 1995; Group
Vice President, Catalysts & Chemicals, Mallinckrodt Chemical, Inc.,
1993-1995; and Group Vice President, Catalysts, Performance &
Laboratory Chemicals, Mallinckrodt Chemical, Inc., 1991-1993.
Miscellaneous
All of the Company's officers are elected annually in October. No
"family relationships" exist among any of the listed officers.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Common Stock Prices and Dividends
Quarter
---------------------------------
First Second Third Fourth
------ ------ ------ -------
Fiscal 1997
Dividends per common share...... $ .155 $ .165 $ .165 $ .165
Common stock prices
High.......................... 42.63 45.88 44.25 41.63
Low........................... 35.25 41.38 39.63 34.88
Fiscal 1996
Dividends per common share...... $ .14 $ .155 $ .155 $ .155
Common stock prices
High.......................... 41.88 39.88 42.00 40.88
Low........................... 35.13 32.50 35.13 36.75
The principal market on which Mallinckrodt's common stock is traded
is the New York Stock Exchange. Common stock prices are from the
composite tape for New York Stock Exchange issues, as reported in The
Wall Street Journal. As of July 31, 1997, the number of registered
holders of common stock as reported by the Company's registrar was
8,120.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in millions, except per share amounts)
<CAPTION>
Years ended June 30,
------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Summary of Operations
Net sales................................. $1,861.2 $1,754.4 $1,588.3
Earnings from continuing operations....... 185.7 153.7 136.7
Discontinued operations (4)............... 4.4 58.2 43.6
Cumulative effects of accounting changes..
--------- --------- ---------
Net earnings (loss) 190.1 211.9 180.3
Preferred stock dividends................. (.4) (.4) (.4)
--------- --------- ---------
Available for common shareholders $ 189.7 $ 211.5 $ 179.9
========= ========= =========
Per Common Share Data
Earnings from continuing operations....... $ 2.47 $ 2.01 $ 1.76
Net earnings (loss)....................... 2.53 2.77 2.32
Dividends declared........................ .65 .61 .55
Book value................................ 17.16 16.44 15.12
Other Data
Total assets.............................. $2,987.7 $3,071.1 $2,496.6
Working capital........................... $ 963.1 $ 359.1 $ 271.9
Current ratio............................. 2.5:1 1.4:1 1.5:1
Total debt (5)............................ $ 556.9 $ 667.4 $ 584.0
Shareholders' equity...................... $1,251.2 $1,232.2 $1,171.5
Return on shareholders' equity (5)........ 15% 13% 12%
Capital expenditures (5).................. $ 109.5 $ 129.0 $ 129.6
Total dividends paid...................... $ 48.2 $ 45.7 $ 42.2
Weighted average common
shares (in millions)..................... 75.1 76.3 77.5
Common shares outstanding (in millions)... 72.3 74.3 76.8
Number of employees (5)................... 7,900 8,300 8,100
<CAPTION>
Years ended June 30,
---------------------------------
1994 (1) 1993 (2) 1992 (3)
--------- ---------- ----------
<S> <C> <C> <C>
Summary of Operations
Net sales................................. $1,348.4 $1,178.2 $1,015.7
Earnings from continuing operations....... 79.2 60.4 81.6
Discontinued operations (4)............... 24.6 (180.2) 45.9
Cumulative effects of accounting changes.. (80.6)
--------- ---------- ---------
Net earnings (loss)....................... 103.8 (200.4) 127.5
Preferred stock dividends................. (.4) (.4) (.4)
--------- ---------- ---------
Available for common shareholders......... $ 103.4 $ (200.8) $ 127.1
========= ========== =========
Per Common Share Data
Earnings from continuing operations....... $ 1.01 $ .77 $ 1.04
Net earnings (loss)....................... 1.33 (2.60) 1.63
Dividends declared........................ .49 .43 .38
Book value................................ 13.05 11.77 16.02
Other Data
Total assets.............................. $2,266.8 $1,958.9 $1,854.4
Working capital........................... $ 261.3 $ 203.7 $ 351.6
Current ratio............................. 1.5:1 1.5:1 2.2:1
Total debt (5)............................ $ 616.8 $ 571.7 $ 320.1
Shareholders' equity...................... $1,015.9 $ 910.5 $1,224.2
Return on shareholders' equity (5)........ 8% 6% 7%
Capital expenditures (5).................. $ 144.3 $ 142.4 $ 96.3
Total dividends paid...................... $ 37.7 $ 33.2 $ 29.5
Weighted average common
shares (in millions)..................... 77.6 77.4 77.8
Common shares outstanding (in millions)... 77.0 76.4 75.7
Number of employees (5)................... 7,700 7,100 6,300
</TABLE>
(1) Results for 1994 included restructuring charges of $93.9
million, $58.8 million after taxes, or 76 cents per share.
Pretax charges included in healthcare and discontinued
operations related to animal health were $73.9 million and $20.0
million, respectively.
Results for 1994 also included favorable tax adjustments of $3.0
million, or 4 cents per share, resulting from U.S. and foreign
tax law changes.
(2) Results for 1993 included restructuring charges of $334.1
million, $242.2 million after taxes, or $3.13 per share. Pretax
charges included in healthcare, specialty chemicals and
discontinued operations related to animal health were $3.4
million, $47.9 million and $282.8 million, respectively.
(3) Results for 1992 included gains totaling $10.7 million, $6.7
million after taxes, or 8 cents per share from sales of
investments.
(4) See Note 1 of Notes to Consolidated Financial Statements for
information on discontinued operations in 1997, 1996 and 1995.
Results for 1994, 1993 and 1992 represent earnings from the
animal health segment, Fries & Fries, Inc., and the feed
ingredients business, partially offset by environmental and
related litigation charges.
(5) Excludes discontinued operations.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Overview
All references to years are to fiscal years ended June 30 unless
otherwise stated. Certain amounts in prior years have been
reclassified to conform to the current year presentation.
1997 vs. 1996
- -------------
Earnings from continuing operations for 1997 were $186 million, or
$2.47 per share. This represents a 23 percent increase in per share
earnings from continuing operations compared with $154 million, or
$2.01 per share, during the same period a year ago. The strong
performance improvement is attributable to growth in operating
earnings, higher interest income, global tax strategies and common
stock share repurchase activities.
Net earnings for 1997 were $190 million, or $2.53 per share, compared
with $212 million, or $2.77 per share, in 1996. On March 31, 1997,
the Company disposed of Fries & Fries, Inc., a wholly owned
subsidiary which owned a fifty percent interest in Tastemaker, the
flavors joint venture. This action resulted in an aftertax gain of
$271 million. On June 30, 1997, the Company disposed of the animal
health segment, which resulted in an aftertax loss of $269 million.
The results of these transactions and the results of operations from
these businesses have been reclassified to discontinued operations
and, accordingly, prior years results have also been reclassified.
Net earnings for 1997 and 1996 included aftertax earnings of $6
million and $42 million, respectively, from the divested Fries &
Fries, Inc., animal health segment and, for 1996, feed ingredients
business.
Net earnings for 1996 included a $35 million discontinued operations
aftertax gain resulting from the disposition of the feed ingredients
business in the second quarter, partially offset by a second quarter
$16 million aftertax adjustment of provisions for environmental costs
related to discontinued operations. Also included in prior year net
earnings are earnings from the divested feed ingredients business of
$4 million, net of taxes.
Net sales for the year were up 6 percent to $1.86 billion, compared
to $1.75 billion in 1996. Operating earnings were $314 million, an
increase of 6 percent compared to $295 million in 1996. The markets
in which the Company conducts business are highly competitive, and in
many instances regulated. Global efforts toward healthcare cost
containment continue to exert pressure on product pricing. The
demand for price discounts from customer buying groups has adversely
impacted earnings growth. This industry trend is expected to
continue, but the Company believes that its current policies and
strategies will enable it to continue to compete effectively in this
economic environment.
1996 vs. 1995
- -------------
Mallinckrodt's earnings from continuing operations for 1996 were $154
million, or $2.01 per share. This represents a 14 percent increase
in per share earnings from continuing operations compared to $137
million, or $1.76 per share, in the prior year.
Net earnings for 1996 were $212 million, or $2.77 per share, compared
with $180 million, or $2.32 per share, in 1995. Fiscal 1996 net
earnings included the gain resulting from the disposition of the feed
ingredients business in the second quarter, partially offset by a
second quarter adjustment of provisions for environmental costs
related to discontinued operations. Net earnings for 1996 and 1995
included aftertax earnings of $42 million and $47 million,
respectively, from the divested Fries & Fries, Inc., animal health
segment and feed ingredients business.
Net sales increased 10 percent to $1.75 billion, compared to $1.59
billion a year earlier. Operating earnings were $295 million for
1996, up 10 percent compared to $268 million in 1995.
During 1996, a Strategic Change Initiative was announced which
included major organizational and operating changes designed to
enhance global growth and improve operational effectiveness. This
initiative eliminated the management and administrative structures of
the three former operating companies. Those businesses are now
managed through divisions with global responsibility under a
corporate chief operating officer. Mallinckrodt realigned its
operating segments to reflect the customer focus of its divisions.
HEALTHCARE
Years ended June 30,
---------------------------
1997 1996 1995
------- ------- -------
(In millions)
Net sales........................ $1,526 $1,422 $1,337
======= ======= =======
Operating earnings............... $ 306 $ 309 $ 276
======= ======= =======
Operating earnings as a
percent of sales................ 20.0% 21.7% 20.6%
1997 vs. 1996
- -------------
Healthcare's operating earnings for 1997 were $306 million, down 1
percent from $309 million in 1996. The operating earnings decline in
1997 when compared to the prior year is attributable to continued
reduction of selling prices in several product lines offset by
increased sales volumes, and an $18 million, or 24 percent increase
in research and development expenses. Net sales increased 7 percent
to $1.53 billion in 1997 as compared to $1.42 billion during the
prior year.
Sales for imaging agents were up 12 percent, primarily from iodinated
contrast media market share increases in the U.S. and the acquisition
of Liebel-Flarsheim Company in January 1996. The increased sales
volume was partially offset by lower contrast media selling prices.
Sales of critical care products decreased 5 percent. Critical care
products experienced increased demand for respiratory therapy
products and HemoCue blood hemoglobin and glucose analysis systems.
These sales gains were more than offset by lower prices of existing
products and lost revenue associated with the blood gas and
electrolyte business which was sold on September 30, 1996.
Pharmaceutical specialties sales increased 10 percent. The sales
growth was primarily the result of increased volume of bulk and
dosage narcotics.
In November 1996, the Company acquired D.M. Graham Laboratories,
Inc., a contract manufacturer of dosage pharmaceuticals that is also
licensed to produce a variety of medicinal narcotics. This
acquisition is another key step in the continuing growth of the
Company's pharmaceutical specialties business.
In December 1996, the Company acquired expanded sales and marketing
rights for Molecular Biosystems, Inc.'s ultrasound imaging agents.
As a result of this and earlier agreements, Mallinckrodt now has
marketing rights for Albunex* and OPTISON* throughout the world
except Japan, South Korea and Taiwan. For additional information
about OPTISON*, see Item 1., Business, on page 5 and see Other
Litigation section of Item 3., on pages 13 and 14.
The restructuring actions initiated in 1994 were accomplished with
the completion of substantially all of the manufacturing
rationalization by the end of 1997.
1996 vs. 1995
- -------------
Healthcare's operating earnings for 1996 were $309 million, up 12
percent compared to $276 million in 1995. Net sales increased 6
percent to $1.42 billion. Productivity programs initiated during the
last several years helped earnings improve at a faster rate than
sales.
Sales for imaging agents were up 4 percent, primarily from the
acquisition of Liebel-Flarsheim in January 1996, and improved nuclear
medicine sales in Europe. Volume gains for contrast media were
offset by competitive pricing.
Sales of critical care products increased 5 percent primarily from
higher volume of respiratory therapy products in Japan and Europe.
Pharmaceutical specialties sales increased 13 percent. Sales volume
and pricing for medicinal narcotics were the main contributors to
the increase. Sales also benefited from the acquisition of King
Pharmaceuticals' specialty analgesic pharmaceuticals product line in
December 1995.
In January 1996, Liebel-Flarsheim Company, a leading manufacturer of
contras media power injector systems for diagnostic imaging
procedures and equipment for urology procedures, was acquired. The
acquisition enhanced sales performance but modestly impaired
operating earnings.
SPECIALTY CHEMICALS
Years ended June 30,
--------------------------
1997 1996 1995
------ ------ ------
(In millions)
Net sales........................ $335 $332 $252
====== ====== ======
Operating earnings............... $ 33 $ 28 $ 21
====== ====== ======
Operating earnings as a
percent of sales................ 9.9% 8.4% 8.2%
1997 vs. 1996
- -------------
Specialty chemicals' operating earnings increased 19 percent in 1997,
to $33 million. The current year earnings increase is attributable
to the overall improvement in the net margin percent while holding
selling and administrative expenses equal to the prior year. Net
sales were $335 million, an improvement of 1 percent compared to
1996.
1996 vs. 1995
- -------------
Specialty chemicals' operating earnings increased 35 percent in 1996,
to $28 million. Net sales were $332 million, an improvement of 32
percent compared to 1995. The 1995 acquisition and subsequent
successful integration of J.T. Baker and existing laboratory chemical
operations were principal contributors to year-to-year growth.
CORPORATE MATTERS
Corporate expense was 40 percent below prior year. The decrease in
expense in 1997 is primarily attributable to certain nonrecurring
costs, including consulting fees and employee related actions, which
were included in 1996.
Net interest and net other nonoperating income/expense decreased $25
million in 1997 from 1996. This decrease related primarily to higher
interest income in 1997.
Mallinckrodt's effective tax rate for continuing operations was 35.5
percent in 1997, compared with 36.9 percent in 1996. See Note 9 for
additional information about income taxes.
FINANCIAL CONDITION
Financial resources currently available to the Company are expected
to be adequate to support existing businesses and fund new
opportunities. Since June 30, 1996, cash and cash equivalents
increased $312 million. Operations provided $304 million of cash,
while acquisition and capital spending totaled $126 million. Cash
from the disposal of assets totaled $413 million. The Company's
current ratio at June 30, 1997 was 2.5:1. See Note 21 for additional
information about the acquisition activities subsequent to the
financial statement date.
On July 23, 1997, the Company announced the execution of a definitive
agreement to purchase, for cash, all the outstanding shares of
Nellcor Puritan Bennett Incorporated common stock. See Note 21 for
additional information about the acquisition activities subsequent to
the financial statement date.
The Company's debt as a percentage of invested capital was 31 percent
at June 30, 1997. As a result of the purchase of Nellcor Puritan
Bennett Incorporated, the Company's debt as a percentage of invested
capital will rise significantly. The Company will utilize available
cash and cash equivalents and expects to borrow an additional $1.2
billion to fund the common stock tender. The Company will record
non-recurring charges related to accounting for the purchase and expects
they will be material in amount. The increase in borrowing and
non-recurring charges are estimated to result in the Company's debt as a
percentage of invested capital to be around 65 percent following the
closing of the acquisition.
In April 1992, a shelf registration statement was filed with the
Securities and Exchange Commission (SEC) for $250 million of debt
securities. As of June 30, 1997, $50 million of securities under the
shelf remain unissued. In February 1995, a shelf registration
statement was filed with the SEC for $250 million of debt securities.
In September 1995 and November 1995, the Company issued $100 million
of 6.75% notes due September 15, 2005, and $100 million of 6.5% notes
due November 15, 2007, respectively. As of June 30, 1997, $50
million of securities under the February 1995 shelf remain unissued.
Net proceeds from the sale of such debt securities would be used for
general corporate purposes, except as noted in any prospectus
supplement.
As of June 30, 1997, the Company had a $550 million private placement
commercial paper program. There were no amounts outstanding under
the commercial paper program at June 30, 1997. See Notes 11 and 21
for additional information regarding a new credit facility. Non-U.S.
lines of credit totaling $130 million were also available and
borrowings under these lines were $6 million at June 30, 1997. These
non-U.S. lines are cancelable at any time.
The Company's Board of Directors has authorized repurchase of a total
of 47 million shares of its common stock. Thirty six and a half
million shares have been purchased under the authorization, 3.7
million during the year ended June 30, 1997.
The Company has a plan for modifying computer software for the year
2000. The cost of the effort is currently estimated to not be
material and will be expensed as incurred over the next two years.
Estimated capital spending for the fiscal year ending June 30, 1998
is $160 million.
ENVIRONMENTAL MATTERS
The Company is subject to various environmental protection and
occupational safety and health laws and regulations in the United
States and foreign countries in which it operates. In addition, the
Company has handled, and will continue to deal in or otherwise
handle, materials and wastes classified as hazardous or toxic by one
or more regulatory agencies.
Significant capital expenditures, as well as operating costs, have
been incurred to comply with the laws and regulations governing the
protection of the environment, occupational safety and health, and
the handling of hazardous materials. There are inherent and
unquantifiable risks in handling hazardous or toxic materials and
wastes. On the basis of its best information, the Company does not
believe the expenditures and risks occasioned by these circumstances
have as yet become materially adverse to its financial condition or
results of operations; however, no assurance can be given that this
will continue to be true. In particular, the Company is unable to
predict the extent to which it may be adversely affected by future
regulatory developments such as new or changed laws or regulations.
Most of the Company's environmental-related capital expenditures are
in response to provisions of the Federal Clean Air Act; Water
Pollution Control Act; Resource Conservation and Recovery Act;
Comprehensive Environmental Response, Compensation, and Liability
Act; and land use, air and water protection regulations of the
various localities and states, and their foreign counterparts.
Capital expenditures worldwide relating to air emission control,
wastewater purification, land reclamation and solid waste disposal
totaled approximately $6 million in 1997 and $13 million in 1996.
The Company currently estimates that environmental capital
expenditures over the next two years will average about $16 million
per year.
During 1996, the Company assumed and was compensated for certain
costs to remediate various sites in the future. In addition, the
Company established additional environmental reserves for
discontinued operations. The Company has accruals of $116 million at
June 30, 1997 for costs associated with the study and remediation of
Superfund sites and for the Company's current and former operating
sites. Any claims for potential recovery have not been valued
against the accrued environmental liabilities. While ongoing
litigation may eventually result in recovery of costs expended at
certain of the environmental sites, any gain is contingent upon a
successful outcome and has not been accrued.
Based on information presently available, the Company believes any
amounts to be paid in excess of the accrued liabilities will not have
a material adverse effect on its financial position or results of
operations.
RISK MANAGEMENT STRATEGIES
The Company operates globally, with manufacturing and distribution
facilities in various countries throughout the world, and is subject
to certain opportunities and risks, including currency fluctuations
and government actions. Mallinckrodt generates a significant portion
of its operating earnings and cash flows outside the United States
and is positioned to benefit naturally from its use of approximately
19 currencies, as currency fluctuations are often offsetting.
Operations in each country are monitored so that the Company can
quickly respond to changing economic and political environments as
well as changes in foreign currency exchange rates and interest
rates. The Company uses certain derivative financial instruments,
principally purchased options, forward contracts and currency swaps,
to manage its exposure to fluctuations in foreign exchange and
interest rate risk. The Company uses the derivatives with an
objective of limiting negative rate effects on overall performance
for both budget and prior year comparisons over a rolling 18- to 24-month
horizon. The Company seeks to have effective coverage levels
of 50 to 80 percent of currency exposures that subject the Company to
risk. The hedges are designed to satisfy the requirements for
deferral accounting treatment at inception. Gains and losses in the
hedges are expected to be systematically monetized with concurrent
reinvestment to replace monetized hedges and maintain overall hedging
coverage targets. Additionally, various operational initiatives are
employed to help manage business risks. The net impact of foreign
exchange activities on earnings was immaterial for 1997, 1996 and
1995, including conversion of certain currencies into functional
currencies and the costs of hedging certain transactions and balance
sheet exposures. The foreign currency translation loss included in
shareholders' equity, and resulting from the translation of the
financial statements of most of the Company's international
affiliates into U.S. dollars, increased by $44 million in 1997 due to
the strengthening of the U.S. dollar against the functional currency
of many of the Company's international affiliates.
The Company does not consider the present rate of inflation to have a
significant impact on the businesses in which it operates.
While future economic events cannot be predicted, the Company
believes its current operations and future expansion plans will not
result in a significantly different risk profile.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Auditors................................ 25
Responsibility for Financial Reporting........................ 26
Information by Business Segment............................... 27
Consolidated Statements of Operations......................... 28
Consolidated Balance Sheets................................... 29
Consolidated Statements of Cash Flows......................... 30
Consolidated Statements of Changes in Shareholders' Equity.... 31
Notes to Consolidated Financial Statements.................... 32
Quarterly Results............................................. 49
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors of Mallinckrodt Inc.
We have audited the accompanying consolidated balance sheets of
Mallinckrodt Inc. as of June 30, 1997 and 1996, and the related
consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the three years in the period ended
June 30, 1997, appearing on pages 27 through 49. These consolidated
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Mallinckrodt Inc. at June 30, 1997 and 1996,
and the consolidated results of its operations and its cash flows for
each of the three years in the period ended June 30, 1997, in
conformity with generally accepted accounting principles.
Ernst & Young LLP
St. Louis, Missouri
July 30, 1997
<PAGE>
RESPONSIBILITY FOR FINANCIAL REPORTING
The consolidated financial statements included in this report are the
responsibility of management. The statements have been prepared in
conformity with generally accepted accounting principles and include
amounts based on our best estimates and judgments. Financial
information appearing elsewhere in this report is consistent with
that in the financial statements.
Management is also responsible for maintaining systems of internal
accounting control with the objectives of providing reasonable
assurance at reasonable cost that the Company's assets are
safeguarded against material loss from unauthorized use or
disposition and that transactions are properly authorized and
recorded to permit reliance on the Company's financial data and
records. In addition, the Company maintains a program for
communicating corporate policy throughout the organization and, as a
further safeguard, an internal audit staff monitors compliance with
policies and systems of internal accounting control.
Mallinckrodt's consolidated financial statements have been audited by
Ernst & Young LLP. To express their opinion as to the fairness of
the statements in conformity with generally accepted accounting
principles, the independent auditors review and evaluate
Mallinckrodt's accounting controls and conduct such tests and other
procedures as they deem necessary. The Audit Committee of the Board
of Directors regularly meets with the independent auditors -- both
jointly and separately -- to review financial reporting matters and
audit and control functions.
Terry D. Meier
Vice President and Controller
July 30, 1997
Michael A. Rocca
Senior Vice President and Chief Financial Officer
July 30, 1997
<PAGE>
<TABLE>
INFORMATION BY BUSINESS SEGMENT
(In millions)
<CAPTION>
Net Sales
------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Healthcare....................... $1,526.7 $1,422.7 $1,336.8
Specialty chemicals.............. 334.8 332.0 251.8
Intersegment sales............... (.3) (.3) (.3)
--------- --------- ---------
Consolidated..................... $1,861.2 $1,754.4 $1,588.3
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Earnings from
Continuing Operations
Before Income Taxes Identifiable Assets
----------------------- ----------------------------
1997 1996 1995 1997 1996 1995
------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Healthcare........... $305.7 $309.0 $276.0 $1,667.3 $1,706.7 $1,551.7
Specialty
chemicals........... 33.1 27.9 20.6 316.3 323.0 291.3
Corporate............ (24.7) (41.4) (28.8) 1,004.1 531.9 92.6
Eliminations......... (.3) .1
Discontinued
operations.......... 509.5 561.0
------- ------- -------
Operating
earnings............ 314.1 295.2 267.9
Interest income and
other nonoperating
income (expense),
net................. 22.0 (.2) (4.2)
Interest expense..... (48.1) (51.3) (45.1)
------- ------- ------- -------- -------- --------
Consolidated......... $288.0 $243.7 $218.6 $2,987.7 $3,071.1 $2,496.6
======= ======= ======= ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Capital Expenditures Depreciation and Amortization
---------------------- -----------------------------
1997 1996 1995 1997 1996 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Healthcare............ $ 87.7 $100.2 $117.4 $105.8 $ 94.9 $ 82.0
Specialty chemicals... 17.5 24.6 9.6 18.9 18.2 13.5
Corporate............. 4.3 4.2 2.6 3.0 4.2 1.6
Discontinued
operations........... 40.2 31.2 31.8 27.9
------ ------ ------ ------ ------ ------
Consolidated ......... $109.5 $169.2 $160.8 $127.7 $149.1 $125.0
====== ====== ====== ====== ====== ======
(See Notes 1 and 18 of the Notes to Consolidated Financial Statements.)
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
<CAPTION>
Years Ended June 30,
---------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Net sales................................ $1,861.2 $1,754.4 $1,588.3
Operating costs and expenses:
Cost of goods sold..................... 1,017.6 956.8 864.8
Selling, administrative and
general expenses...................... 428.7 420.8 378.0
Research and development expenses...... 108.0 86.1 77.7
Other operating income, net............ (7.2) (4.5) (.1)
--------- --------- ---------
Total operating costs and expenses....... 1,547.1 1,459.2 1,320.4
--------- --------- ---------
Operating earnings....................... 314.1 295.2 267.9
Interest income and other
nonoperating income (expense), net...... 22.0 (.2) (4.2)
Interest expense......................... (48.1) (51.3) (45.1)
--------- --------- ---------
Earnings from continuing operations
before income taxes..................... 288.0 243.7 218.6
Income tax provision..................... 102.3 90.0 81.9
--------- --------- ---------
Earnings from continuing operations...... 185.7 153.7 136.7
Discontinued operations.................. 4.4 58.2 43.6
--------- --------- ---------
Net earnings............................. 190.1 211.9 180.3
Preferred stock dividends................ (.4) (.4) (.4)
--------- --------- ---------
Available for common shareholders........ $ 189.7 $ 211.5 $ 179.9
========= ========= =========
Earnings per common share
Continuing operations.................... $ 2.47 $ 2.01 $ 1.76
Discontinued operations.................. .06 .76 .56
--------- --------- ---------
Net earnings............................. $ 2.53 $ 2.77 $ 2.32
========= ========= =========
(The accompanying Notes are an integral part of the Consolidated Financial
Statements.)
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)
<CAPTION>
June 30,
---------------------
ASSETS 1997 1996
--------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents.......................... $ 808.5 $ 496.1
Trade receivables, less allowances of
$8.4 in 1997 and $9.7 in 1996..................... 356.0 336.8
Inventories........................................ 315.9 341.6
Deferred income taxes.............................. 36.8 38.6
Other current assets............................... 99.6 39.4
--------- ---------
Total current assets................................. 1,616.8 1,252.5
Investments and long-term receivables, less
allowances of $8.1 in 1997 and $5.6 in 1996......... 126.0 36.1
Property, plant and equipment, net................... 827.9 830.9
Intangible assets.................................... 416.2 441.7
Net noncurrent assets of discontinued
operations.......................................... 509.5
Deferred income taxes................................ .8 .4
--------- ---------
Total assets......................................... $2,987.7 $3,071.1
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt.................................... $ 11.7 $ 109.4
Accounts payable................................... 169.3 147.0
Accrued liabilities................................ 396.1 315.9
Income taxes payable............................... 76.4 38.5
Net current liabilities of discontinued
operations........................................ 282.4
Deferred income taxes.............................. .2 .2
--------- ---------
Total current liabilities............................ 653.7 893.4
Long-term debt, less current maturities.............. 545.2 558.0
Deferred income taxes................................ 248.7 106.2
Postretirement benefits.............................. 161.9 154.0
Other noncurrent liabilities and deferred credits.... 127.0 127.3
--------- ---------
Total liabilities.................................... 1,736.5 1,838.9
--------- ---------
Shareholders' equity:
4 Percent cumulative preferred stock............... 11.0 11.0
Common stock, par value $1, authorized
300,000,000 shares; issued 87,116,289 shares...... 87.1 87.1
Capital in excess of par value..................... 305.9 283.5
Reinvested earnings................................ 1,292.6 1,150.7
Foreign currency translation....................... (49.9) (15.3)
Treasury stock, at cost............................ (395.5) (284.8)
--------- ---------
Total shareholders' equity........................... 1,251.2 1,232.2
--------- ---------
Total liabilities and shareholders' equity........... $2,987.7 $3,071.1
========= =========
(The accompanying Notes are an integral part of the Consolidated Financial
Statements.)
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
<CAPTION>
Years Ended June 30,
-----------------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net earnings................................ $190.1 $211.9 $180.3
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Depreciation and amortization............. 127.7 149.1 125.0
Postretirement benefits................... 7.9 10.9 12.1
Undistributed equity in earnings
of joint venture......................... (17.0) (25.0) (19.1)
(Gains) losses on asset disposals......... (182.5) (55.1) .5
Deferred income taxes..................... 144.1 30.5 66.6
------- ------- -------
270.3 322.3 365.4
Changes in operating assets and liabilities:
Trade receivables.. .................... (34.3) (62.5) (44.1)
Inventories............................. 17.8 (49.5) (16.3)
Other current assets.................... (62.0) (2.7) (3.2)
Accounts payable, accrued liabilities
and income taxes payable, net.......... 111.6 22.8 (14.3)
Net assets of discontinued operations... 9.8 (68.6) 1.4
Other noncurrent liabilities and
deferred credits....................... (4.3) 49.7 2.4
Other, net.............................. (4.9) (41.1) (5.5)
------- ------- -------
Net cash provided by operating activities... 304.0 170.4 285.8
------- ------- -------
CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures........................ (109.5) (169.2) (160.8)
Acquisition spending........................ (16.8) (153.9) (111.5)
Proceeds from asset disposals............... 412.8 120.5 21.2
Other, net.................................. (6.7) 5.1 (24.9)
------- ------- -------
Net cash provided (used) by investing
activities.................................. 279.8 (197.5) (276.0)
------- ------- -------
CASH FLOWS - FINANCING ACTIVITIES
Increase (decrease) in short-term debt....... (103.8) 511.7 19.9
Proceeds from long-term debt................. 1.1 199.5 3.2
Payments on long-term debt................... (10.2) (103.7) (10.3)
Issuance of Mallinckrodt common stock........ 39.6 31.0 8.0
Acquisition of treasury stock................ (149.9) (130.5) (15.4)
Dividends paid............................... (48.2) (45.7) (42.2)
------- ------- -------
Net cash provided (used) by financing
activities.................................. (271.4) 462.3 (36.8)
------- ------- -------
Increase (decrease) in cash and cash
equivalents................................. 312.4 435.2 (27.0)
Cash and cash equivalents at beginning
of year..................................... 496.1 60.9 87.9
------- ------- -------
Cash and cash equivalents at end of year..... $808.5 $496.1 $ 60.9
======= ======= =======
(The accompanying Notes are an integral part of the Consolidated Financial
Statements.)
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions, except per share amounts)
<CAPTION>
Capital in
Preferred Common Excess of Reinvested Treasury
Stock Stock Par Value Earnings Other Stock
-------- ------ ---------- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1994.. $11.0 $87.1 $268.2 $ 846.4 $(34.2) $(162.6)
Net earnings............ 180.3
Dividends:
4 Percent cumulative
preferred stock
($4.00 a share)....... (.4)
Common stock
($.545 a share)....... (41.8)
Stock option exercises.. 2.0 6.2
Income tax benefit from
stock options
exercised.............. 3.9
Acquisition of treasury
stock.................. (15.4)
Translation adjustment.. 24.9
Other................... (4.1)
------- ------ ---------- --------- ------- ------
BALANCE, JUNE 30, 1995.. 11.0 87.1 274.1 984.5 (9.3) (175.9)
Net earnings............ 211.9
Dividends:
4 Percent cumulative
preferred stock
($4.00 a share)....... (.4)
Common stock
($.605 a share)....... (45.3)
Stock option exercises.. 8.1 21.6
Income tax benefit from
stock options
exercised.............. 1.3
Acquisition of treasury
stock.................. (130.5)
Translation adjustment.. (6.0)
-------- ----- ---------- -------- ------- ------
BALANCE, JUNE 30, 1996.. 11.0 87.1 283.5 1,150.7 (15.3) (284.8)
Net earnings............ 190.1
Dividends:
4 Percent cumulative
preferred stock
($4.00 a share)....... (.4)
Common stock
($.65 a share)......... (47.8)
Stock option exercises.. 6.7 27.2
Income tax benefit from
stock options
exercised ............. 5.7
Acquisition of treasury
stock.................. (149.9)
Issuance of stock
related to an
acquisition............ 10.0 12.0
Translation adjustment,
net of $9.3 translation
loss included in
discontinued
operations............. (34.6)
------- ------ ------- -------- ------- --------
BALANCE, JUNE 30, 1997.. $11.0 $87.1 $305.9 $1,292.6 $(49.9) $(395.5)
======= ====== ======= ======== ======= ========
(The accompanying Notes are an integral part of the Consolidated Financial
Statements.)
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share and per share amounts)
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
Financial statements of all majority owned subsidiaries are
consolidated. Investments in 20 to 50 percent owned affiliates are
reported on the equity method.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the revenues and expenses
during the reporting period, as well as amounts included in the
Notes. While the Company uses its best estimates and judgments,
actual results could differ from these estimates.
Foreign Currency Translation
The financial statements of most of the Company's international
affiliates are translated into U.S. dollars using current exchange
rates for balance sheets and weighted average rates for income
statements. Unrealized translation adjustments are included in
shareholders' equity in the Consolidated Balance Sheet.
The financial statements of international affiliates that operate in
hyperinflationary economies in certain Latin American countries are
translated at either current or historical exchange rates, as
appropriate. Unrealized translation adjustments are included in
operating results for these affiliates.
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of certificates of
deposit, time deposits and other short-term securities with
maturities of three months or less from the date of purchase.
Inventories
Inventories are valued at the lower of cost or market. Cost for
inventories is determined on either an average or first-in, first-out
basis.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is
based upon estimated useful lives of 15 to 45 years for buildings and
3 to 15 years for machinery and equipment, using principally the
straight-line method.
Derivative Financial Instruments
The Company hedges a portion of its anticipated foreign currency
exposure using certain derivative financial instruments, primarily
purchased options with little or no intrinsic value at time of
purchase, forward contracts and currency swaps. These contracts are
designated and effective as hedges of the Company's consolidated
foreign exchange exposures. Gains on option contracts that are
designated as hedges (including open, matured and terminated
contracts), and which have nominal intrinsic value at the time of
purchase, are deferred and recognized in earnings at the time the
underlying hedged exposure occurs. Premiums on purchased options are
recorded as assets and amortized over the life of the option.
Realized and unrealized gains on options relating to exposures that
are no longer probable of occurring are included as foreign exchange
gains in the accompanying Consolidated Statement of Operations.
Anticipated foreign currency exposures arise from highly probable
purchases of raw materials or other inventory, collection of accounts
receivable, settlement of accounts payable, and periodic debt service
by international subsidiaries which occur in the ordinary course of
business.
The Company uses forward foreign exchange contracts and currency
swaps to hedge intercompany financial activity denominated in
currencies other than the functional currency of the entity involved.
Forward contracts and currency swaps are carried off-balance-sheet
with unrealized and realized gains and losses included in the
measurement and recording of the hedged transactions.
Stock-Based Compensation
The Company accounts for its stock-based compensation plans using the
intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees."
Financial Accounting Standards Board (FASB) Statement No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123), requires that
companies electing to continue using the intrinsic value method make
pro forma disclosures of net income and earnings per share as if the
fair-value-based method of accounting had been applied. See Note 15
for the fair value disclosures required under SFAS 123.
Advertising Costs
All advertising costs are expensed as incurred and included in
selling, administrative and general expenses. Advertising expense
was $20.5 million, $19.1 million and $18.5 million in 1997, 1996 and
1995, respectively.
Recent Accounting Pronouncements
In June 1997, the FASB issued Statement No. 131, "Disclosures About
Segments of an Enterprise and Related Information," which is
effective for fiscal years beginning after December 15, 1997. The
Statement changes the method of determining segments from that
currently required, and requires the reporting of certain information
about such segments. The Company has not determined how its segments
will be reported or whether and to what extent segment information
will differ from that currently presented.
In June 1997, the FASB issued Statement No. 130, "Reporting
Comprehensive Income," which is effective for fiscal years beginning
after December 15, 1997. This Statement establishes standards for
reporting and display of comprehensive income and its components in
financial statements.
In February 1997, the FASB issued Statement No. 128, "Earnings per
Share" (SFAS 128), which requires adoption in the quarter ended
December 31, 1997, and prohibits early compliance. At that time, the
Company will be required to change the method used to compute
earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive
effect of stock options will be excluded. The impact is expected to
result in an increase in primary earnings per share of 4 cents for
1997 and 1996, and 3 cents per share for 1995. The impact of SFAS
128 on the calculation of fully diluted earnings per share for these
periods is not material.
In October 1996, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement
of Position (SOP) 96-1, "Environmental Remediation Liabilities,"
which will be effective in 1998. SOP 96-1 is not expected to have a
material impact on the Company's financial position and results of
operations, nor will it affect cash flows.
In March 1995, the FASB issued Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" (SFAS 121), which is effective for fiscal years
beginning after December 15, 1995. This statement requires that
long-lived assets and certain intangibles held and used by an entity
be reviewed for impairment whenever events or changes in
circumstances indicate that their carrying value may not be
recoverable. The Company adopted the provisions of this statement
effective July 1, 1996. There was no impact on the ongoing results
of operations.
Reclassifications
Certain amounts in prior years have been reclassified to conform to
the current year presentation.
NOTE 1 CHANGES IN BUSINESS
DISCONTINUED OPERATIONS
On March 31, 1997, the Company disposed of Fries & Fries, Inc., a
wholly owned subsidiary which owned the Company's 50 percent interest
in Tastemaker, the flavors joint venture with Hercules Incorporated.
The Company recorded a gain on divestiture, net of taxes, of $270.6
million. Earnings net of tax from the divested business for 1997,
1996 and 1995 were zero, $18.6 million and $15.8 million,
respectively. The disposition included the assumption of $510
million of debt of Fries & Fries, Inc. by the buyer. Interest
expense related to the assumed debt of $22.4 million and $2.5 million
for the years ended June 30, 1997 and 1996, respectively, is included
in the above Fries & Fries, Inc. net aftertax results reclassified as
discontinued operations.
On June 30, 1997, the Company disposed of the animal health segment
for cash plus the assumption of certain liabilities. The Company
recorded a loss on divestiture, including taxes, of $269.4 million.
The Company has retained various parcels of idle real property, and
efforts are under way to divest these assets. In addition,
environmental liabilities, certain facility leases, and certain
liabilities for employee benefits, including postretirement benefits,
remain with the Company. Reserves have been established to address
the remaining liabilities. Earnings net of tax from the divested
business for 1997, 1996 and 1995 were $5.8 million, $18.9 million and
$11.4 million, respectively. Interest expense related to debt
assumed by the buyer of $5.6 million, $5.0 million and $10.4 million
for the years ended June 30, 1997, 1996 and 1995, respectively, is
included in the above animal health segment net aftertax results
reclassified as discontinued operations.
In October 1995, the Company sold its feed ingredients business. The
gain on sale, net of taxes, was $35.4 million and earnings, net of
taxes, from the divested business for 1996 and 1995 were $4.4 million
and $20.2 million, respectively.
Discontinued operations for 1997, 1996 and 1995 also included other
charges, primarily for environmental and litigation costs related to
previously divested operations, of $2.6 million, $19.1 million and
$3.8 million, respectively.
The following schedule summarizes the components, net of tax, of
discontinued operations presented on the Consolidated Statement of
Operations.
1997 1996 1995
------- ------- -------
Fries & Fries, Inc.
Gain on divestiture............ $270.6
Earnings from operations....... $ 18.6 $ 15.8
Animal health segment
Loss on divestiture............ (269.4)
Earnings from operations....... 5.8 18.9 11.4
Feed ingredients business
Gain on divestiture............ 35.4
Earnings from operations....... 4.4 20.2
Environmental costs/other........ (2.6) (19.1) (3.8)
-------- -------- -------
Discontinued operations.......... $ 4.4 $ 58.2 $ 43.6
======== ======== =======
Fries & Fries, Inc. and the animal health segment were reclassified
to discontinued operations effective December 31, 1996 and March 31,
1997, respectively. The feed ingredients business was classified to
discontinued operations effective September 30, 1995. All prior
periods of the Consolidated Statement of Operations and Consolidated
Balance Sheet have been reclassified to reflect this presentation.
Disclosures included in the Notes to Consolidated Financial
Statements relate to continuing operations, unless otherwise
indicated.
ACQUISITIONS
In November 1996, the Company acquired D.M. Graham Laboratories,
Inc., a contract manufacturer of dosage pharmaceuticals and a
licensed producer of a variety of medicinal narcotics, for $22
million of the Company's common stock.
In January 1996, the Company acquired Liebel-Flarsheim Company, a
manufacturer of contrast media power injector systems for diagnostic
imaging procedures, X-ray components and specialized equipment for
diagnostic urology procedures, for $70.3 million. In December 1995,
King Pharmaceuticals' product line of specialty analgesic
pharmaceuticals was acquired for $32.4 million.
Alton Dean, Inc., a manufacturer of products that warm sterile
intravenous and irrigation solutions used during and after surgery,
was acquired in June 1995 for $8.5 million. In February 1995, the
Company acquired J.T. Baker Inc., a manufacturer of laboratory,
process and microelectronic chemicals, for $95.0 million.
The above acquisitions were accounted for as purchases, and results
of operations were included in the consolidated financial statements
from their respective acquisition dates. Results of operations for
the periods prior to acquisition were not material to Mallinckrodt.
RESTRUCTURING PROGRAMS
In the fourth quarter of 1994, the Company recorded a restructuring
charge of $73.9 million, $45.8 million after taxes, or $.59 per
share, relating to its healthcare operations. The restructuring
charge included the reorganization of the medical specialty oriented
U.S. sales structure into a unified organization divided into
geographical districts; reorganization to reduce, centralize and
standardize certain non-sales functions and management processes;
rationalization of manufacturing operations for substantial worldwide
cost and sourcing improvements; and severance costs related to an
associated workforce reduction. Pretax cash expenditures for this
restructuring are expected to approximate the original estimate of
$65 million, consisting of $28 million for severance costs for about
500 people at various locations around the world, $15 million for
consulting, $13 million for manufacturing rationalization and $9
million for other items. The $9 million noncash pretax portion of the
charge primarily related to manufacturing rationalization.
Approximately $58 million of cash expenditures were incurred through
June 30, 1997. The majority of the remaining cash expenditures will
occur in 1998 with the largest single category related to severance
for previously terminated employees. Restructuring actions are
complete at June 30, 1997 and no material adjustments to the original
reserve have been required.
NOTE 2 - EARNINGS PER COMMON SHARE
Earnings per common share amounts were computed on the basis of the
weighted average number of common and common equivalent shares
outstanding. Such weighted average shares used in the computations
were 75,060,227 for 1997; 76,343,392 for 1996; and 77,458,114 for
1995.
<TABLE>
NOTE 3 SUPPLEMENTAL CASH FLOW INFORMATION
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Interest paid................................. $ 46.7 $48.6 $47.9
Income taxes paid............................. 82.2 65.0 42.5
Noncash investing and financing activities:
Issuance of stock related to an acquisition.. 22.0
Assumption of liabilities related
to acquisitions............................. 2.3 21.5 42.4
Preferred stock received related
to a divestiture............................ 88.9
Principal amount of debt assumed
by buyers in conjunction with divestitures.. 530.6
</TABLE>
The supplemental cash flow information for 1996 and 1995 has not been
restated for the divestitures of Fries & Fries, Inc., the animal
health segment and the feed ingredients business.
NOTE 4 - INVENTORIES
At JUNE 30, 1997 1996
--------- ---------
Raw materials and supplies......... $ 114.5 $ 129.9
Work in process.................... 45.9 70.7
Finished goods..................... 155.5 141.0
--------- ---------
$ 315.9 $ 341.6
========= =========
NOTE 5 - INVESTMENTS AND LONG-TERM RECEIVABLES
AT JUNE 30, 1997 1996
--------- ---------
Preferred stock received related to
a divestiture..................... $ 88.9
Other investments, net............. 32.9 $ 33.6
Other long-term receivables, net... 4.2 2.5
--------- ---------
$ 126.0 $ 36.1
========= =========
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT
AT JUNE 30, 1997 1996
--------- ---------
Land............................... $ 51.7 $ 52.3
Buildings and leasehold
improvements...................... 321.9 312.9
Machinery and equipment............ 891.2 835.6
Construction in progress........... 65.3 64.6
--------- ---------
1,330.1 1,265.4
Accumulated depreciation........... (502.2) (434.5)
--------- ---------
$ 827.9 $ 830.9
========= =========
Capitalized interest costs were $0.7 million in 1997, $1.6 million in
1996 and $1.3 million in 1995.
NOTE 7 - INTANGIBLE ASSETS
AT JUNE 30, 1997 1996
--------- ---------
Goodwill and other intangibles..... $ 444.7 $ 455.1
Patents and technology............. 63.8 70.3
--------- ---------
508.5 525.4
Accumulated amortization........... (111.4) (103.7)
--------- ---------
397.1 421.7
Deferred charges, net.............. 19.1 20.0
--------- ---------
$ 416.2 $ 441.7
========= =========
Goodwill and other intangibles are amortized primarily on a
straight-line basis over 3 to 40 years (weighted average life of 22
years). Patents and technology are amortized over estimated useful
lives of 3 to 25 years (weighted average life of 18 years).
The carrying amount of goodwill is reviewed if facts and
circumstances suggest that it may be impaired. If this review
indicates that goodwill will not be recoverable, as determined based
on the estimated undiscounted cash flows of the entity acquired over
the remaining amortization period, the carrying amount of the
goodwill is reduced by the estimated shortfall of cash flows.
NOTE 8 - FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS
In the ordinary course of business, Mallinckrodt purchases materials
and sells finished products denominated in various currencies. The
Company uses certain derivative financial instruments to manage its
exposure to foreign currency exchange risk, principally purchased
options, forward contracts and currency swaps. These contracts
reduce the Company's overall exposure to exchange rate fluctuations
and minimize the negative impact of unfavorable exchange rate
movements by effectively fixing the transaction cost to the Company.
The Company is primarily exposed to changes in exchange rates of the
German deutsche mark and other European currencies highly correlated
with the German deutsche mark and the Japanese yen. The U.S. dollar
value of non-U.S. dollar denominated sales increases when the U.S.
dollar weakens and decreases when the U.S. dollar strengthens against
these currencies. Correspondingly, the U.S. dollar value of non-U.S.
dollar denominated costs increases when the U.S. dollar weakens and
decreases when the U.S. dollar strengthens against these currencies.
Overall, the Company is a net beneficiary when the U.S. dollar
weakens and is adversely affected by a stronger U.S. dollar relative
to the major currencies identified.
To mitigate the short-term effect of changes in currency exchange
rates on the Company's consolidated performance, the Company hedges a
portion of its non-U.S. dollar denominated exposures by entering into
forward foreign exchange contracts and purchasing currency options.
These forward contracts and options generally have terms of less than
two years. At the time of purchase, the currency options have little
or no intrinsic value.
The Company's interest income and expense are most sensitive to
changes in the general level of U.S. interest rates. In this regard,
changes in U.S. interest rates affect the interest earned on the
Company's cash equivalents and short-term investments as well as
interest paid on its short-term debt. To mitigate the impact of
fluctuations in U.S. interest rates, the Company periodically enters
into interest rate swaps and option contracts. Certain of these
swaps are intended to better match the Company's floating rate
interest income to the fixed rate interest expense on its debt and to
diversify a portion of the Company's exposure away from fluctuations
in short-term U.S. interest rates.
Information on the duration, notional value, purpose and fair value
of instruments outstanding as of June 30, 1997 is provided below:
<TABLE>
<CAPTION>
Principal (Notional) Amount by Expected Maturity
(In millions, except average exchange rate)
Fair Value
As of
FY1998 FY1999 FY2000 Total 6/30/97
------ ------ ------ ----- -----------
<S> <C> <C> <C> <C> <C>
Purchased option contracts to sell
for U.S.$ related to anticipated
cross currency sales
Deutsche mark
Notional value $12.5 $33.5 $46.0 $2.7
Average strike price 1.6301 1.6206
Yen
Notional value $27.0 $20.0 $47.0 $1.1
Average strike price 111.04 115.48
Forward contracts and currency
swaps related to intercompany
financial transactions
and long-term debt
Sale of pounds sterling
Notional value $5.3 $5.3 $5.2
Exchange rate 0.60
Sale of deutsche mark
Notional value $7.7 $7.7 $7.7
Exchange rate 1.7544
Interest rate swaps and options
Related to U.S.$ leases, the
Company pays fixed/receives
variable
Notional value $35.6 $35.6 $(2.8)
Fixed rate, 9.9%
Floating rate, LIBOR + 0.70%
</TABLE>
FAIR VALUE OF FINANCIAL INSTRUMENTS
Non-derivative financial instruments included in the Consolidated
Balance Sheet are cash, short-term investment vehicles, short-term
debt and long-term debt. In the aggregate, these instruments were
carried at amounts approximating fair value at June 30, 1997 and
1996. The fair value of long-term debt was estimated based on future
cash flows discounted at current interest rates available to the
Company for debt with similar maturities and characteristics. See
Note 12 for the disclosure of fair value of long-term debt.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which expose Mallinckrodt to credit risk are
short-term investments (cash equivalents), trade receivables and
derivatives. The Company mitigates the risk that counterparties to
short-term investments and derivatives will fail to perform by
contracting only with major financial institutions having high credit
ratings. Mallinckrodt considers the likelihood of counterparty
failure to be remote.
Trade receivables stem from the Company's worldwide operations and
reflect Mallinckrodt's diverse customer base. The Company
periodically assesses the financial strength of its customers and
obtains proof of creditworthiness, as necessary, prior to extending
credit. Consequently, Mallinckrodt does not have a material
concentration of credit risk, either by transaction type, product
line or geographic region.
NOTE 9 - INCOME TAXES
Income taxes included in the Consolidated Statement of Operations
were:
1997 1996 1995
------- ------- --------
Continuing operations............... $102.3 $ 90.0 $ 81.9
Discontinued operations:
Sale of Fries & Fries, Inc......... 158.9
Fries & Fries, Inc. operations..... (.5) 10.8 9.5
Sale of animal health segment...... 21.9
Animal health segment operations... 11.4 11.0 6.9
Sale of feed ingredients business.. 19.3
Feed ingredients business
operations........................ 2.2 12.2
Other.............................. (1.4) (10.3) (2.1)
------- ------- --------
Total discontinued operations...... 190.3 33.0 26.5
------- ------- -------
$292.6 $123.0 $108.4
======= ======= =======
The geographical sources of earnings from continuing operations
before income taxes were:
1997 1996 1995
------- ------- -------
U.S............................... $177.2 $138.3 $158.3
Outside U.S....................... 110.8 105.4 60.3
------- ------- -------
$288.0 $243.7 $218.6
======= ======= =======
The components of the income tax provision charged to continuing
operations follow:
1997 1996 1995
------- ------- -------
Current:
U.S. Federal.................... $ 46.3 $ 30.8 $ 5.6
U.S. state and local............ 7.8 4.9 2.7
Outside U.S..................... 26.7 27.7 18.7
------- ------- -------
80.8 63.4 27.0
------- ------- -------
Deferred:
U.S. Federal.................... 8.8 20.5 35.6
U.S. state and local............ 2.7 2.6 5.1
Outside U.S..................... 10.0 3.5 14.2
------- ------- -------
21.5 26.6 54.9
------- ------- -------
$102.3 $90.0 $81.9
======= ======= =======
The Company had the following deferred tax balances at June 30, 1997
and 1996:
1997 1996
------- -------
Deferred tax assets:
Restructuring accruals........... $ 21.0 $ 24.6
Pensions and deferred
compensation.................... 15.4 16.2
Net operating losses............. 6.4 7.6
Alternative minimum tax credit... 7.7
Environmental accruals........... 24.0 20.6
Other, net....................... 19.2
------- -------
Gross deferred tax assets......... 66.8 95.9
Valuation allowance.............. (22.8) (5.2)
------- -------
Total deferred tax assets......... 44.0 90.7
------- -------
Deferred tax liabilities:
Property, plant and equipment.... 126.6 91.0
Receivables...................... 47.8 40.0
Intangible assets................ 55.6 27.1
Other, net....................... 25.3
------- -------
Total deferred tax liabilities.... 255.3 158.1
------- -------
Net deferred tax liabilities...... $211.3 $ 67.4
======= =======
The tax benefit of the Company's net operating loss carryforwards of
$6.4 million relates primarily to its non-U.S. operations, and $2.8
million of the tax benefit will expire in years 2000 through 2010.
The remaining $3.6 million of the tax benefit relates to net
operating loss carryforwards with indefinite carryforward periods.
Factors causing the effective tax rate for continuing operations to
differ from the U.S. Federal statutory rate were:
1997 1996 1995
------- ------- -------
Computed tax at the U.S. Federal
statutory rate................... $100.8 $ 85.3 $ 76.5
State income taxes, net of
Federal benefit.................. 6.8 4.8 4.9
Other items....................... (5.3) (.1) .5
------- ------- -------
Income tax provision.............. $102.3 $ 90.0 $ 81.9
======= ======= =======
Effective tax rate................ 35.5% 36.9% 37.5%
Undistributed earnings of certain subsidiaries outside the U.S. are
considered to be permanently invested. Accordingly, no provision for
income taxes was made for undistributed earnings of such
subsidiaries, which aggregated $235.4 million at June 30, 1997.
NOTE 10 - ACCRUED LIABILITIES
AT JUNE 30, 1997 1996
------ ------
Compensation and benefits............... $ 98.8 $ 57.3
Environmental liabilities............... 73.5 56.0
Other................................... 223.8 202.6
------ ------
$396.1 $315.9
====== ======
NOTE 11 - LINES OF CREDIT
The Company has a $550 million private placement commercial paper
program. The program had been backed by a $550 million U.S. credit
line, which has subsequently been cancelled and replaced by the $1.6
billion revolving credit facility expiring July 24, 2002 as
referenced in Note 21. No amounts were outstanding under either the
commercial paper program or the credit agreement at June 30, 1997.
The availability of a private placement commercial paper program is
dependent on the review by the rating agencies of the financial
condition of the Company subsequent to the acquisition of Nellcor
Puritan Bennett Incorporated.
Non-U.S. lines of credit totaling $130.4 million were also available,
and borrowings under these lines amounted to $5.6 million at June 30,
1997. These non-U.S. lines are cancelable at any time.
NOTE 12 - DEBT
The components of short-term debt were:
AT JUNE 30, 1997 1996
------- -------
Notes payable............................. $ 5.6 $104.4
Current maturities of long-term debt...... 6.1 5.0
------- -------
$ 11.7 $109.4
======= =======
The components of long-term debt were:
<TABLE>
<CAPTION>
Fair Value Carrying Amount
---------------- --------------------
AT JUNE 30, 1997 1996 1997 1996
------- ------- -------- --------
<S> <C> <C> <C> <C>
9.875% debentures due
with an initial payment
of $.9 million in 2002
and annual installments
of $15.0 million beginning
in 2003, with final
payment in 2011.............. $153.7 $153.2 $135.0 $134.9
7% debentures due 2013........ 98.3 89.9 98.7 98.6
6.75% notes due 2005.......... 102.0 95.7 99.4 99.4
6.5% notes due 2007........... 98.6 90.7 98.6 98.5
6% notes due 2003............. 98.2 93.1 99.5 99.4
Other......................... 20.1 32.2 20.1 32.2
-------- -------
551.3 563.0
Less current maturities....... 6.1 5.0
-------- -------
$545.2 $558.0
======== =======
</TABLE>
See Note 21 for additional information about acquisition activities
subsequent to the financial statement date and the impact on future
borrowing activities.
Maturities of long-term debt for the next five years are: 1998-$6.1
million; 1999-$8.5 million; 2000-$.8 million; 2001-$.7 million, and
2002-$1.6 million. The 9.875% debentures are redeemable at the
option of Mallinckrodt at 100 percent in 2001 and thereafter.
The weighted average interest rates on short-term borrowings at
June 30, 1997 and 1996 were 4.5% and 5.8%, respectively.
NOTE 13 - PENSION AND INVESTMENT PLANS
The Company has pension plans covering substantially all of its U.S.
employees. These plans provide for retirement benefits based on
years of service and the level of compensation for the highest three
to five years occurring generally within a period of up to 10 years
prior to retirement. Contributions to the U.S. plans meet ERISA
minimum funding requirements.
The components of net periodic pension costs are as follows:
1997 1996 1995
------ ------ ------
Service cost...................... $24.1 $20.4 $18.9
Interest cost on projected
benefit obligation............... 35.8 35.3 31.7
Earnings on plan assets........... (36.4) (64.3) (24.0)
Net amortization and deferral..... 7.1 35.4 (6.3)
Special termination benefits and
curtailment gains/losses, net.... 8.0 2.2 0.6
------ ------ -------
$38.6 $29.0 $20.9
====== ====== =======
U.S. pension expense in 1997, 1996 and 1995 was $34.4 million, $25.8
million and $17.9 million, respectively.
Assumptions used in determining the actuarial present value of
benefit obligations for U.S. pension plans follow:
1997 1996 1995
------ ------ ------
Discount rate..................... 8.0% 7.75% 8.5%
Long-term rate of return
on plan assets................... 9.5% 9.0% 9.5%
Compensation increase rate........ 5.0% 5.0% 5.5%
The plans' assets primarily relate to U.S. plans and consist
principally of corporate equities, U.S. government debt securities
and units of participation in a collective short-term investment
fund.
The Company also sponsors six defined contribution investment plans
for U.S. employees. Participation in these plans is voluntary.
Substantially all U.S. employees are eligible to participate.
Expenses related to the plans consist primarily of Company
contributions, which are based on percentages of certain employee
contributions, plus discretionary amounts determined on an annual
basis. Defined contribution investment plan expense for 1997, 1996
and 1995 was $12.5 million, $14.0 million and $12.4 million,
respectively.
The funded status of U.S. and significant non-U.S. pension plans and
amounts recognized in the Consolidated Balance Sheet follow:
<TABLE>
<CAPTION>
1997 1996
----------------------- ------------------------
Plans with Plans with Plans with Plans with
Assets in Accumulated Assets in Accumulated
Excess of Benefits Excess of Benefits
Accumulated in Excess Accumulated in Excess
Benefits of Assets Benefits of Assets
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Assets at fair value...... $356.9 $ 34.5 $377.3 $ 30.4
Actuarial present value
of benefit obligation:
Vested benefits......... 251.0 67.1 303.3 59.7
Nonvested benefits...... 39.3 5.9 9.0 3.1
----------- ----------- ----------- -----------
Accumulated benefit
obligation............. 290.3 73.0 312.3 62.8
Projected future salary
increases.............. 79.2 11.5 88.1 17.1
----------- ----------- ----------- -----------
Projected benefit
obligation............. 369.5 84.5 400.4 79.9
----------- ----------- ----------- -----------
Projected benefit
obligation in excess
of plan assets........... (12.6) (50.0) (23.1) (49.5)
Items not yet recognized
in earnings:
Unrecognized prior
service cost.......... 0.3 8.9 1.0 10.8
Unrecognized net (gain)
loss................... (7.5) (7.8) 12.0 (8.0)
Unamortized transition
(asset) liability...... (1.3) 5.6 (1.4) 8.3
----------- ---------- ----------- -----------
Accrued pension
liability................ $ (21.1) $(43.3) $(11.5) $(38.4)
=========== =========== =========== ===========
</TABLE>
The pension and investment plan information presented above includes
related amounts for the divested animal health segment, except for
1997 pension expense, assets and liabilities of non-U.S. animal
health segment pension plans that were assumed by the buyer.
Mallinckrodt retained all pension assets and liabilities relating to
the frozen pension benefits of U.S. animal health segment employees.
NOTE 14 - POSTRETIREMENT BENEFITS
Mallinckrodt provides certain healthcare benefits for U.S. salaried
and hourly retired employees through various self-insured programs.
Employees may become eligible for healthcare benefits if they retire
after attaining specified age and service requirements while working
for the Company.
The postretirement benefit information presented below includes
related amounts for the divested animal health segment, except for
the accrued postretirement benefit cost of active animal health
segment employees which was assumed by the buyer.
The components of periodic postretirement benefits costs are as
follows:
1997 1996 1995
------ ------ ------
Service cost for benefits
earned during the year............ $ 5.2 $ 4.8 $ 4.9
Interest cost on benefit
obligation........................ 11.6 13.0 13.0
Amortization of unrecognized
net loss and prior service cost... .2 .6
----- ------ -----
$17.0 $17.8 $18.5
===== ====== =====
The following table presents the plans' funded status reconciled with
amounts recognized in the Company's Consolidated Balance Sheet:
1997 1996
------- -------
Accumulated postretirement benefit
obligation (APBO):
Retirees................................. $ 79.7 $ 88.1
Active employees......................... 46.2 64.0
------- ------
Accumulated postretirement benefit
obligation in excess of plan assets....... 125.9 152.1
Unrecognized net gain...................... 18.1 7.7
Unrecognized prior service cost............ 17.9 (5.8)
------- -------
Accrued postretirement benefit cost........ $161.9 $154.0
======= =======
The discount rates used in determining the APBO for 1997 and 1996
were 8.0 percent and 7.75 percent, respectively. Changes in plan
provisions for both retirees and active employees reduced the APBO by
$24.6 million in 1997.
The assumed medical plan cost trend rates used in measuring the APBO
were 8.5 percent and 9.0 percent for 1997 and 1996, respectively,
gradually declining to 4.75 percent in 2006 and thereafter. A one
percentage point increase in the healthcare cost trend rate would
increase the APBO for 1997 by $10.4 million and the aggregate service
and interest cost by $1.2 million.
NOTE 15 - STOCK PLANS
Three non-qualified stock option plans provide for granting options
to purchase shares of common stock at prices not less than 100
percent of market price (as defined) at the date of grant. Options
under these plans are exercisable over nine years beginning one year
after the date of grant and are limited to 50 percent during the
first year of eligibility.
The pro forma information regarding net income and earnings per share
required by SFAS 123 has been determined as if the Company had
accounted for its employee stock options under the fair value method.
The fair value for these options was estimated at the date of grant
using the Black-Scholes option pricing model with the following
weighted average assumptions:
Assumptions 1997 1996
----------- ------ ------
Risk free interest rate 6.32% 5.46%
Expected dividend yield of stock 1.53% 1.53%
Expected volatility of stock 25.4% 30.0%
Expected life of option (years) 4.5 4.1
The weighted average fair values of options granted during 1997 and
1996 were $11.09 and $10.06, respectively.
The estimated fair value of the options is amortized to expense over
the options' vesting period. Because the SFAS 123 method of
accounting has been applied only to grants after June 30, 1995, the
following effects on net income and EPS may not be representative of
the effects on reported net income for future years. The Company's
pro forma information follows (in millions, except for earnings per
share information):
1997 1996
------ ------
Net income:
As reported $190.1 $211.9
Pro forma 183.6 209.9
Earnings per share:
As reported $2.53 $2.77
Pro forma 2.44 2.75
A summary of the Company's stock option activity and related
information for years ended June 30 follows:
1997
-----------------------------
Number Weighted Avg.
of Options Exercise Price
---------- --------------
Outstanding-beginning of year 6,262,753 $31.54
Granted 1,118,170 38.54
Exercised (1,143,868) 29.60
Canceled (415,739) 35.77
-----------
Outstanding-end of year 5,821,316 32.96
===========
Exercisable at end of year 4,275,547 31.40
Reserved for future option grants 1,939,615
1996
-----------------------------
Number Weighted Avg.
of Options Exercise Price
---------- --------------
Outstanding-beginning of year 6,126,649 $30.14
Granted 1,449,622 34.97
Exercised (1,071,373) 27.75
Canceled (242,145) 33.38
-----------
Outstanding-end of year 6,262,753 31.54
===========
Exercisable at end of year 4,300,204 30.60
Reserved for future option grants 2,642,164
1995
-----------------------------
Number Weighted Avg.
of Options Exercise Price
---------- --------------
Outstanding-beginning of year 5,351,732 $30.00
Granted 1,419,656 29.92
Exercised (371,913) 22.14
Canceled (272,826) 37.17
-----------
Outstanding-end of year 6,126,649 30.14
===========
Exercisable at end of year 4,213,833 29.55
Reserved for future option grants 3,833,618
Outstanding stock options will expire over a period ending no later
than December 8, 2006. The average exercise price of outstanding
stock options at June 30, 1997 was based on an aggregate exercise
price of about $192 million. The weighted average remaining
contractual life of those options is 6.7 years. Further breakdown of
this range follows:
Options Currently Outstanding
-----------------------------------------------
Number Weighted Avg. Weighted Avg.
Price Range of Options Exercise Price Remaining Life
- -------------- ----------- -------------- --------------
$13.06 - 29.98 1,705,476 $25.30 5.3
30.13 - 34.79 1,395,291 33.87 7.7
35.01 - 44.47 2,720,549 37.30 7.0
Options Exercisable
----------------------------
Number Weighted Avg.
Price Range of Options Exercise Price
- -------------- ----------- --------------
$13.06 - 29.98 1,705,476 $25.30
30.13 - 34.79 911,125 33.43
35.01 - 44.47 1,658,946 36.55
The 1973 non-qualified stock option and award plan also provides for
the award of restricted shares of Mallinckrodt's common stock to
executive officers. Under provisions of the plan, the grantee makes
no cash payment for the award and the shares are held in escrow until
vested, with the grantee being unable to dispose of the restricted
shares until vested. Upon forfeiture of any share of restricted
stock in accordance with the stock option and award plan, or the
terms and conditions of the award, the shares would automatically be
transferred to and reacquired by the Company at no cost. In 1995,
the Company issued from its treasury stock 109 restricted shares. In
1996, the Company reacquired 1,873 shares of unrestricted stock in
lieu of payment of withholding taxes on 5,000 shares of restricted
stock which expired and vested on April 3, 1996.
NOTE 16 - CAPITAL STOCK
The Company has authorized and issued 100,000 shares, 98,330
outstanding at June 30, 1997, of par value $100, 4 percent cumulative
preferred stock. This stock, with voting rights, is redeemable at
the Company's option at $110 a share. During the three years ended
June 30, 1997, the number of issued and outstanding shares did not
change.
The Company has authorized 1,400,000 shares, par value $1, of series
preferred stock, none of which was outstanding during the three years
ended June 30, 1997.
Each outstanding common share includes a non-voting common stock
purchase right. If a person or group acquires or has the right to
acquire 20 percent or more of the common stock or commences a tender
offer for 30 percent or more of the common stock, the rights become
exercisable by the holder, who may then purchase $320 worth of common
stock for $160 unless, in lieu thereof, the Board of Directors causes
the exchange of each outstanding right for one share of common stock
(in either case, exclusive of the rights held by the acquiring person
or group which are voided). In the event of a merger or sale of 50
percent or more of the Company's assets, the rights may in certain
circumstances entitle the holder to purchase $320 worth of stock in
the surviving entity for $160. The rights may be redeemed by the
Board at a price of 5 cents per right at any time before they become
exercisable, and unless exercised, they will expire February 28,
2006.
The Company has a three-year incentive award program for executive
officers, and the current cycle expired June 30, 1997. It is
anticipated that the Company will implement a new three-year cycle of
its long-term incentive plan, effective July 1, 1997.
Common shares reserved at June 30, 1997 consisted of the following:
Exercise of common stock purchase rights................ 81,033,413
Exercise of stock options and granting of stock awards.. 8,760,971
----------
89,794,384
==========
Changes in the number of shares of common stock issued and in
treasury were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Common stock issued........... 87,116,289 87,116,289 87,116,289
Treasury common stock:
Balance, beginning of year... 12,835,721 10,365,203 10,110,056
Stock options exercised...... (1,143,868) (1,071,373) (371,913)
Purchased.................... 3,654,995 3,540,018 499,854
Issuance of stock related
to an acquisition........... (503,001)
Cancellations of restricted
shares...................... 1,873 127,206
----------- ----------- -----------
Balance, end of year......... 14,843,847 12,835,721 10,365,203
----------- ----------- -----------
Common stock outstanding,
end of year.................. 72,272,442 74,280,568 76,751,086
=========== =========== ===========
</TABLE>
NOTE 17 - INTERNATIONAL OPERATIONS
Export sales to unaffiliated customers included in U.S. sales were:
1997 1996 1995
------ ------ ------
Europe................ $ 60.8 $ 56.1 $ 21.8
Asia/Pacific.......... 63.9 59.3 39.3
Latin America......... 31.9 27.3 20.9
Canada................ 7.6 6.2 6.2
------ ------ ------
Total................. $164.2 $148.9 $ 88.2
====== ====== ======
Net sales, earnings from continuing operations before income taxes,
and identifiable assets by geographic areas follow:
<TABLE>
<CAPTION>
1997 United Asia/ Latin
States Europe Pacific America Canada Total
-------- ------ ------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Gross sales $1,468.5 $477.4 $102.2 $37.7 $107.3 $2,193.1
Intercompany 117.2 127.8 3.1 10.3 73.5 331.9
-------- ------ ------- ------ ------ --------
Net sales $1,351.3 $349.6 $ 99.1 $27.4 $ 33.8 $1,861.2
======== ====== ======= ====== ====== ========
1996 United Asia/ Latin
States Europe Pacific America Canada Total
-------- ------ ------- ------- ------ --------
Gross sales $1,344.8 $449.8 $107.5 $20.7 $ 86.7 $2,009.5
Intercompany 87.4 107.0 1.8 2.6 56.3 255.1
--------- ------ ------ ----- ------ --------
Net sales $1,257.4 $342.8 $105.7 $18.1 $30.4 $1,754.4
========= ====== ====== ===== ====== ========
1995 United Asia/ Latin
States Europe Pacific America Canada Total
-------- ------ ------- ------- ------ --------
Gross sales $1,219.2 $408.5 $114.7 $16.9 $77.4 $1,836.7
Intercompany 104.5 93.6 1.4 2.9 46.0 248.4
-------- ------ ------ ----- ----- --------
Net sales $1,114.7 $314.9 $113.3 $14.0 $31.4 $1,588.3
======== ====== ====== ===== ===== ========
</TABLE>
<TABLE>
<CAPTION>
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
United States........................... $231.5 $231.1 $206.5
Europe.................................. 85.9 95.0 82.6
Asia/Pacific............................ 4.7 6.1 7.0
Latin America........................... 4.8 2.7 3.2
Canada.................................. 8.0 6.4 4.9
Corporate............................... (24.7) (41.4) (28.8)
Eliminations............................ 3.9 (4.7) (7.5)
--------- --------- ---------
Operating earnings...................... 314.1 295.2 267.9
Interest income and other nonoperating
income (expense), net.................. 22.0 (.2) (4.2)
Interest expense........................ (48.1) (51.3) (45.1)
--------- --------- ---------
Consolidated $288.0 $243.7 $218.6
========= ========= =========
ASSETS
United States........................... $1,380.4 $1,374.3 $1,257.6
Europe.................................. 481.4 519.6 477.0
Asia/Pacific............................ 45.5 60.0 51.5
Latin America........................... 33.7 23.4 15.7
Canada.................................. 42.6 52.4 41.2
Corporate............................... 1,004.1 531.9 92.6
Discontinued operations................. 509.5 561.0
--------- --------- ---------
Consolidated............................ $2,987.7 $3,071.1 $2,496.6
========= ========= =========
</TABLE>
Transfers of products between geographic areas are at prices
approximating those charged to unaffiliated customers. All such
transfers are fully eliminated.
Net foreign exchange translation gains or losses from businesses in
hyperinflationary economies were not material in 1997, 1996 and 1995,
and have been included in "Other operating income, net" in the
Consolidated Statement of Operations.
NOTE 18 - BUSINESS SEGMENTS
The industry segments associated with continuing operations are as
follows:
HEALTHCARE
Production and sale of products used primarily in hospitals,
including X-ray contrast media, interventional products, diagnostic
and therapeutic radiopharmaceuticals, airway management products,
temperature monitoring products, blood analysis systems, analgesics
and medicinal narcotics.
SPECIALTY CHEMICALS
Production and sale of catalysts, chemical additives, polymer
stearates, and laboratory and microelectronic chemicals used by
industry and research organizations.
NOTE 19 - COMMITMENTS
The Company leases office space, data processing equipment, land,
buildings, and machinery and equipment. Rent expense for continuing
operations in 1997, 1996 and 1995 related to operating leases was
$22.4 million, $23.6 million and $23.4 million, respectively.
Minimum rent commitments for continuing operations at June 30, 1997
under operating leases with an initial or remaining noncancelable
period exceeding one year follow:
YEARS ENDING JUNE 30,
1998.......................................... $14.8
1999.......................................... 11.1
2000.......................................... 7.4
2001........................................... 6.2
2002.......................................... 5.0
Later years................................... 30.2
-----
$74.7
=====
NOTE 20 - CONTINGENCIES
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the
ordinary course of its business activities. In addition, in
connection with laws and regulations pertaining to the protection of
the environment, the Company is a party to several environmental
remediation investigations and cleanups and, along with other
companies, has been named a "potentially responsible party" for
certain waste disposal sites. Each of these matters is subject to
various uncertainties, and it is possible that some of these matters
will be decided unfavorably against the Company. The Company had
accruals, included in current accrued liabilities and other
noncurrent liabilities, of $115.7 million and $97.3 million at June
30, 1997 and June 30, 1996, respectively, for costs associated with
the study and remediation of Superfund sites and the Company's
current and former operating sites for matters that are in its view
probable and reasonably estimable. After reviewing information
currently available, management believes any amounts paid in excess
of the accrued liabilities will not have a material effect on its
financial position or results of operations.
Note 21 - SUBSEQUENT EVENT - ACQUISITION
On July 23, 1997, the Company announced the execution of a definitive
agreement to purchase for cash all outstanding shares of Nellcor
Puritan Bennett Incorporated (Nellcor) common stock for $28.50 per
share.
Under the terms of the merger agreement unanimously approved by the
boards of both of the companies, the Company commenced a tender offer
for all of the outstanding shares of Nellcor on July 29, 1997. The
offer expires on August 25, 1997 unless further extended. The tender
offer was conditioned upon, among other things, there being validly
tendered and not withdrawn a number of shares that equal at least a
majority of the outstanding shares of Nellcor. After the
consummation of the tender offer, the Company agreed to acquire any
of the remaining outstanding shares of Nellcor pursuant to a second-step
merger in which holders of such shares will receive $28.50 per
share. The aggregate purchase price of the common stock is
approximately $1.9 billion. The acquisition of Nellcor is
anticipated to be completed during the first quarter of 1998 and will
be accounted for using purchase accounting.
In July 1997, Mallinckrodt finalized a $2.0 billion credit agreement
to fund the acquisition of Nellcor. The credit facility consists of
a $400 million two-year term loan and a $1.6 billion five-year
revolving credit facility. Interest rates on borrowings under the
agreement are based on the London Interbank Offered Rate (LIBOR), or
other alternatives, plus a margin dependent on the Company's senior
debt ratings.
The Company's senior debt and commercial paper ratings are currently
under review for downgrade and will likely be lowered upon the review
of the rating agencies. It is expected that the review will be
completed no later than the end of September 1997. Initial drawings
under the credit agreement will be at LIBOR plus .30% or lower.
Nellcor reported revenues of $779 million and net income of
approximately $39 million for the fiscal year ended July 6, 1997. It
also reported total assets of $673 million and shareholders' equity
of $479 million at the end of fiscal 1997.
<PAGE>
<TABLE>
QUARTERLY RESULTS
(In millions, except per share amounts)
<CAPTION>
FISCAL 1997
Quarter (Unaudited)
------------------------------------
First Second Third Fourth Year
------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net sales.................. $442.0 $453.1 $469.7 $496.4 $1,861.2
Gross margins.............. 200.0 204.3 211.8 227.5 843.6
Earnings from continuing
operations................ 36.6 39.1 49.6 60.4 185.7
Discontinued
operations................ (1.2) 4.4 (1.0) 2.2 4.4
------- -------- ------- -------- ---------
Net earnings............... 35.4 43.5 48.6 62.6 190.1
Preferred stock dividends.. (.1) (.1) (.1) (.1) (.4)
------- -------- ------- -------- ---------
Available for
common shareholders....... $ 35.3 $ 43.4 $ 48.5 $ 62.5 $ 189.7
======= ======== ======= ======== =========
Earnings per common share:
Continuing operations..... $.48 $.51 $.66 $.81 $2.47
Discontinued operations... (.01) .06 (.01) .03 .06
------- -------- ------- -------- ---------
Net earnings............... $.47 $.57 $.65 $.84 $2.53
======= ======== ======= ======== =========
</TABLE>
On March 31, 1997, the Company disposed of Fries & Fries, Inc., a
wholly owned subsidiary which owned the Company's interest in
Tastemaker, the flavors joint venture. The Company recorded a net
aftertax gain of $270.6 million on the sale. Results for the third
quarter also include an estimated net aftertax loss of $275.3 million
related to the planned divestiture of the animal health segment. On
June 30, 1997, the sale of the animal health segment was completed
and the loss was adjusted to $269.4 million. The net gain on
disposal of these businesses and their results of operations have
been accounted for as discontinued operations, and accordingly, prior
year results have been restated. See the Discontinued Operations
section of Note 1 for additional disclosure.
Earnings from continuing operations for the first quarter include a
one-time research and development charge of $6.0 million, $3.8
million after taxes, or 5 cents per share, resulting from a strategic
alliance to develop new magnetic resonance imaging technology.
<TABLE>
FISCAL 1996
<CAPTION>
Quarter (Unaudited)
-----------------------------------
First Second Third Fourth Year
------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net sales.................. $391.1 $412.2 $460.3 $490.8 $1,754.4
Gross margins.............. 175.4 186.0 207.3 228.9 797.6
Earnings from continuing
operations................ 30.0 33.2 40.4 50.1 153.7
Discontinued operations.... 9.2 24.1 8.0 16.9 58.2
------- -------- ------- -------- ---------
Net earnings............... 39.2 57.3 48.4 67.0 211.9
Preferred stock dividends.. (.1) (.1) (.1) (.1) (.4)
------- -------- ------- -------- ---------
Available for
common shareholders....... $ 39.1 $ 57.2 $ 48.3 $ 66.9 $ 211.5
======= ======== ======= ======== =========
Earnings per common share:
Continuing operations..... $.38 $.43 $.53 $.66 $2.01
Discontinued operations... .12 .32 .11 .23 .76
------- -------- ------- -------- ---------
Net earnings $.50 $.75 $.64 $.89 $2.77
======= ======== ======= ======== =========
</TABLE>
The results from operations for Fries & Fries, Inc., the animal
health segment and the feed ingredients business have been
reclassified and accounted for as discontinued operations. Other
principal factors affecting discontinued operations were an aftertax
gain of $35.4 million on the sale of the feed ingredients business
and an aftertax provision for additional environmental costs of $15.6
million in the second quarter.
Net earnings per share for the four quarters of 1996 are more than
full year per share results by one cent due to a decrease in common
shares outstanding.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning directors of the Registrant, see pages 1
through 4, and 10 and 11, incorporated herein by reference, of
Mallinckrodt's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on October 15, 1997. For information
concerning executive officers of the Registrant, see Part I of this
report and pages 9 through 11, incorporated herein by reference, of
Mallinckrodt's definitive Proxy Statement for the Annual Meeting of
the Stockholders to be held on October 15, 1997.
ITEM 11. EXECUTIVE COMPENSATION
For information concerning executive compensation, see pages 5 and 6,
9 and 10, and 21 through 30, incorporated herein by reference, of
Mallinckrodt's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on October 15, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
For information concerning security ownership of certain beneficial
owners and management, see pages 7 and 8, incorporated herein by
reference, of Mallinckrodt's definitive Proxy Statement for the
Annual Meeting of Stockholders to be held on October 15, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information concerning certain relationships and related
transactions, see pages 6, 9 and 10, incorporated herein by
reference, of Mallinckrodt's definitive Proxy Statement for the
Annual Meeting of Stockholders to be held on October 15, 1997.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Financial Statements, Financial Statement Schedules
and Exhibits
(1)(2) See index on page 58 for a listing of financial
statements and financial statement schedules filed
with this report.
(3) Exhibits filed with this report.
Incorporated Filed with
Exhibit Herein by Electronic
Number Description Reference to Submission
- ------- -------------------------------- ------------ ----------
2.1 Agreement dated February 4, Exhibit 2.1 to
1997 among Mallinckrodt, Form 8-K, dated
Hercules Incorporated, Roche March 31, 1997.
Holdings, Inc. and Givaudan-
Roure (International) SA.
2.2 First Amendment to Agreement Exhibit 2.2 to
dated March 28, 1997 among Form 8-K, dated
Mallinckrodt, Hercules March 31, 1997.
Incorporated, Roche Holdings,
Inc. and Givaudan-Roure
(International) SA.
2.3 Contribution Agreement dated Exhibit 2.3 to
February 4, 1997 among Form 8-K, dated
Mallinckrodt, Roche Holdings, March 31, 1997.
Inc. and Givaudan-Roure(United
States) Inc.
2.4 Stock Purchase Agreement, Exhibit 2.1 to
dated May 19, 1997, among Form 8-K, dated
Mallinckrodt Inc., June 30, 1997.
Mallinckrodt Veterinary,
Inc., Mallinckrodt Veterinary
International,Inc. and
Schering-Plough Corporation.
2.5 Amendment No. 1 dated June 30, Exhibit 2.2 to
1997 to the Stock Purchase Form 8-K, dated
Agreement among Mallinckrodt June 30, 1997.
Inc., Mallinckrodt Veterinary,
Inc., Mallinckrodt Veterinary
International, Inc. and
Schering-Plough Corporation,
which amendment was also
executed for certain purposes
by Mallinckrodt Veterinary
Holdings, Inc.
3.1(a) Restated Certificate of Exhibit 3.1 to
Incorporation of Mallinckrodt, 1994 Form 10-K.
dated June 22, 1994.
3.1(b) Certificate of Amendment of Exhibit 3.3 to
the Certificate of September 30,
Incorporation of Mallinckrodt, 1996 Form 10-Q.
dated October 16, 1996.
3.2 By-Laws of Mallinckrodt as Exhibit 3.3 to
amended through April 18, 1990 Form 10-K
1990. Commission File
No. 1-483.
4.1 Rights of the holders of Exhibit 3.1 to
Mallinckrodt's equity 1994 Form 10-K.
securities are stated in the
Company's Restated Certificate
of Incorporation, dated
June 22, 1994.
4.2 Form 8-A Registration Exhibit 4.6 to
Statement under Section 12 of 1989 Form 10-K,
the Securities Exchange Act of Commission File
1934, dated April 10, 1987 No. 1-483.
defining the rights of holders
of Mallinckrodt's 4% Cumulative
Preferred Stock and Common
Stock.
4.3 Amended and Restated Rights Exhibit 2 to
Agreement dated as of Amendment to
February 19, 1996. Registration
Statement on
Form 8-A/A
dated
February 26,
1996.
4.4 Indenture dated as of March 15, Exhibit 4.1 to
1985, as amended and restated Form S-3
as of February 15,1995, Registration
between Mallinckrodt and First Statement No.
Trust of New York, National 33-57821.
Association.
4.5 No class of long-term debt of
Mallinckrodt exceeds 10% of the
total assets of Mallinckrodt
and its subsidiaries on a
consolidated basis.
Mallinckrodt agrees to furnish
copies of agreements defining
the rights of debt holders to
the Securities and Exchange
Commission upon request.
10.1 Form of Executive Life Exhibit 10.24
Insurance Plan Participation to 1996 Form
Agreement, as entered into 10-K.
with the named executive
officers in Mallinckrodt's
1997 proxy statement and with
other executives and key
employees.(1)
10.2 Restated Mallinckrodt Exhibit 10.3 to
Executive Long-Term Disability 1989 Form 10-K,
Plan, effective January 1, Commission File
1987.(1) No. 1-483.
10.3(a) Supplemental Benefit Plan for Exhibit 10.6(a)
Participants in the to 1989 Form
Mallinckrodt Retirement Plan 10K, Commission
as amended and restated File No. 1-483.
effective January 1, 1980.(1)
10.3(b) Amendment No. 1 dated June 20, Exhibit 10.6(b)
1989 to Supplemental Benefit to 1989 Form
Plan for Participants in the 10-K, Commission
Retirement Plan for Salaried File No. 1-483.
Employees of Mallinckrodt.(1)
10.3(c) Amendment No. 2 dated April 20, Exhibit 10.6(c)
1990 to Supplemental Benefit to 1990 Form
Plan for Participants in the 10-K, Commission
Mallinckrodt Retirement Plan. File No. 1-483.
Plan.(1)
10.4(a) Mallinckrodt Supplemental Exhibit 10.7(a)
Executive Retirement Plan to 1989 Form
restated effective April 19, 10-K, Commission
1988.(1) File No 1-483.
10.4(b) Amendment No. 1 effective Exhibit 10.7(c)
December 6, 1989, to to 1990 Form
Supplemental Executive 10-K, Commission
Retirement Plan.(1) File No. 1-483.
10.4(c) Amendment No. 2 effective Exhibit 10.6(c)
April 19, 1996, to to 1996 Form
Supplemental Executive 10-K.
Retirement Plan.(1)
10.5 Supplemental Executive Exhibit 10.20
Retirement Plan and to 1989 Form
Supplemental Life Plan 10-K, Commission
of Mallinckrodt Inc. effective File No. 1-483.
July 15, 1984.(1)
10.6(a) Mallinckrodt Management Exhibit 10.9(b)
Incentive Compensation Program to 1991 Form
as amended and restated 10-K, Commission
effective July 1, 1991.(1) File No. 1-483.
10.6(b) Amendment No. 1 to the Exhibit 10.7(b)
Management Incentive to 1996 Form
Compensation Plan, 10-K.
effective April 19, 1996.(1)
10.7(a) Mallinckrodt 1973 Stock Option Post-Effective
and Award Plan as amended Amendment No. 1
effective February 21, to Form S-8
1990.(1) Registration
Statement No.
33-32109.
10.7(b) Amendment No. 1 to the Form S-8
Mallinckrodt 1973 Stock Option Registration
and Award Plan dated June 19, Statement No.
1991.(1) 33-43925.
10.8(a) Mallinckrodt 1981 Stock Option Post-Effective
Plan as amended through Amendment No. 3
April 19, 1988.(1) to Form S-8
Registration
Statement No.
2-80553.
10.8(b) Amendment to the 1981 Stock Exhibit 10.12(b)
Option Plan effective to 1989 Form
February 15, 1989.(1) 10-K, Commission
File No. 1-483.
10.8(c) Amendment to the 1981 Stock Exhibit 10.12(c)
Option Plan effective to 1991 Form
June 19, 1991.(1) 10-K, Commission
File No. 1-483.
10.9(a) Long-Term Incentive Exhibit 10.30 to
Compensation Plan, 1994 Form 10-K.
effective July 1, 1994.(1)
10.9(b) Amendment No. 1 to Long-Term X
Incentive Plan, effective
April 16, 1997.(1)
10.10(a) Management Compensation and Exhibit 10.30 to
Benefit Assurance Program.(1) 1988 Form 10-K,
Commission File
No. 1-483.
10.10(b) Amendments to Management Exhibit 10.12(b)
Compensation and Benefit to 1996 Form 10-K.
Assurance Program.(1)
10.11 Agreement of Trust dated Exhibit 10.13 to
August 16, 1996, between 1996 Form 10-K.
Mallinckrodt and Wachovia
Bank of North Carolina,
N.A., incident to the
program described
in Exhibits 10.10(a) and
10.10(b).(1)
10.12(a) Corporate Staff Employee Exhibit 10.33 to
Severance and Benefit 1988 Form 10-K,
Assurance Policy.(1) Commission File
No. 1-483.
10.12(b) Mallinckrodt Inc. Corporate Exhibit 10.14(b)
Staff Change in Control to 1996 Form
Severance Plan.(1) Form 10-K.
10.13 Form of Severance Agreement Exhibit 10.23 to
referenced in Exhibit 10.10(b), 1996 Form 10-K.
as entered into with the named
executive officers in
Mallinckrodt's 1997 proxy
statement and with other
executives and key
employees.(1)
10.14(a) Executive Incentive Exhibit 10.25 to
Compensation Agreement with March 31, 1997
Paul D. Cottone dated as of Form 10-Q.
October 24, 1996.(1)
10.14(b) Severance and Separation Exhibit 10.26 to
Agreement with Paul D. March 31,1997
Cottone dated as of Form 10-Q.
October 24, 1996.(1)
10.15(a) Agreement effective June 30, X
1997 with Robert G. Moussa.(1)
10.15(b) Consulting Agreement effective X
July 1, 1997 with Robert G.
Moussa.(1)
10.16 Mallinckrodt Directors Exhibit 10.10 to
Retirement Services Plan 1993 Form 10-K.
as amended and restated
effective April 21, 1993.(1)
10.17 Mallinckrodt Directors' Stock Exhibit 4(a) to
option Plan effective Form S-8
October 17, 1990.(1) Registration
Statement
No. 33-40246.
10.18(a) Consulting Agreement with Exhibit 10.27 to
Ronald G. Evens, M.D., for Amendment No. 1
the period from January 1, to 1992 Form
1987, through December 31, 10-K, Commission
1989; extended for the File No. 1-483.
calendar years 1990, 1991
and 1992.(1)
10.18(b) Amendment dated December 17, Exhibit 10.26(b)
1992 to Consulting Agreement to 1993 Form
with Ronald G. Evens, M.D.(1) 10-K.
10.18(c) Amendment dated January 7, Exhibit 10.9 to
1994 to Consulting Agreement December 31, 1994
with Ronald G. Evens, M.D., Form 10-Q.
extending Agreement through
December 31, 1994.(1)
10.18(d) Amendment dated February 1, Exhibit 10.10
1995 to Consulting to December 31,
Agreement with Ronald G. 1994 From 10-Q.
Evens, M.D., extending
Agreement through
December 31, 1995.(1)
10.18(e) Amendment dated January 10, Exhibit 10.2 to
1996 to Exhibit 10.2 to December 31,1995
Consulting Agreement with Form 10-Q.
Ronald G. Evens, M.D.,
extending Agreement through
December 31, 1996.(1)
10.18(f) Amendment dated February 20, Exhibit 10.17(f)
1997 to Consulting Agreement to March 31, 1997
with Ronald G. Evens, M.D. Form 10-Q.
extending Agreement through
December 31, 1997.(1)
10.19(a) Deferral Election Plan for Exhibit 10.29 to
Non-Employee Directors, 1994 Form 10-K.
effective June 30, 1994.(1)
10.19(b) Amendment of Deferral Exhibit 10.22(b)
Election Plan for Non-Employee to 1995 Form 10-K.
Directors effective
February 15, 1995.(1)
10.20(a) Credit Agreement dated May 22, Exhibit 10.18 to
1996, among Mallinckrodt and 1996 Form 10-K.
Morgan Guaranty Trust Company
of New York, as Administrative
Agent and Citibank, N.A., as
Documentation Agent ($550
million facility).
10.20(b) Amendment No. 1 to Credit Exhibit 10.18-A
Agreement, dated as of to March 31,
January 24, 1997 among 1997 Form 10-Q.
Mallinckrodt, the Banks
listed therein, Morgan
Guaranty Trust Company of
New York, as Administrative
Agent and Citibank, N.A., as
Documentation Agent.
10.21(a) Credit Agreement dated May 22, Exhibit 10.19 to
1996 among Fries & Fries, Inc. 1996 Form 10-K.
with Mallinckrodt and Morgan
Guaranty Trust Company of New
York, as Administrative
Agent and Co-Agent and
Citibank,N.A., as
Documentation Agent
($600 million facility).
10.21(b) Amendment No. 1 to Credit Exhibit 10.19-A
Agreement dated as of to March 31,
January 24, 1997 among 1997 Form 10-Q.
Fries & Fries, Inc. as
Borrower, Mallinckrodt as
Guarantor, the Banks listed
therein, Morgan Guaranty
Trust Company of New York,
as Administrative Agent and
Citibank,N.A., as
Documentation Agent.
10.21(c) Consent and Waiver dated as of Exhibit 10.19-B
March 21, 1997, to the Credit to March 31,
Agreement dated as of May 22, 1997 Form 10-Q.
1996, among Fries &
Fries, Inc. as Borrower,
Mallinckrodt as Guarantor, the
Banks listed therein, Morgan
Guaranty Trust Company of
New York, as Administrative
Agent, and Citibank, N.A., as
Documentation Agent.
10.22(a) Credit Agreement dated as of Exhibit 10.27(a)
January 24, 1997, among to March 31,
Tastemaker as Borrower, Fries 1997 Form 10-Q.
& Fries, Inc. and Mallinckrodt
as Guarantors, the Banks
listed therein, Morgan
Guaranty Trust Company of New
York, as Administrative Agent,
and Citibank, N.A., as
Documentation Agent.
10.22(b) Agreement dated as of March 21, Exhibit 10.27(b)
1997, comprising, inter alia, to March 31,
an Amendment and Waiver to the 1997 Form 10-Q.
Credit Agreement dated as of
January 24, 1997 among
Tastemaker as Borrower, Fries
& Fries, Inc. and Mallinckrodt
as Guarantors, the Banks listed
therein, Morgan Guaranty Trust
Company of New York as
Administrative Agent, and
Citibank, N.A., as Documentation
Agent.
10.23 Offering Memorandum by J.P. Exhibit 10.29 to
Morgan for sale of the 1993 Form 10-K.
commercial paper (CP) notes
of Mallinckrodt. The CP
program is backed by the
credit agreement included
filed as Exhibit 10.20(a).
11.1 Primary earnings per share X
computation for the three
years ended June 30, 1997.
11.2 Fully diluted earnings per X
share computation for the
three years ended June 30,
1997.
21 Subsidiaries of the Registrant. X
23.1 Consent of Ernst & Young LLP. X
27 Financial data schedule for X
the year ended June 30, 1997.
- ---------------------------
(1) Management contract or compensatory plan required to be filed
pursuant to Item 601 of Regulation S-K.
(b) Reports on Form 8-K
During the quarter and through the date of this report, the following
reports on Form 8-K were filed.
- Report dated March 31, 1997 under Item 5 regarding acceptance
of marketing authorization application for ultrasound imaging
agent, FS069, in the European union.
- Report dated March 31, 1997 under Item 2 regarding divestiture
of Fries & Fries, Inc. and its interest in Tastemaker, the
flavors joint venture.
- Report dated April 23, 1997 under Item 5 regarding
Mallinckrodt's support of Molecular Biosystems' legal
challenges to FDA review of FS069 case.
- Report dated May 20, 1997 under Item 5 regarding Premier, Inc.
selection of Mallinckrodt as corporate partner.
- Report dated May 20, 1997 under Item 5 regarding agreement to
sell animal health business to Schering-Plough Corporation.
- Report dated June 26, 1997 under Item 5 regarding securing FDA
clearance to supply U.S. customers with Molybdenum from
Netherlands facility.
- Report dated June 30, 1997 under Item 2 regarding June 30,
1997 closing of the sale of the animal health business.
- Report dated July 1, 1997 under Item 5 regarding completion
of the sale of the veterinary business and plans to increase
share repurchase by $250 million.
- Report dated July 23, 1997 under Item 5 regarding announcing
definitive agreement to acquire Nellcor Puritan Bennett
Incorporated.
- Report dated August 26, 1997 under Item 5 regarding announcing
completion of tender offer for Nellcor Puritan Bennett
Incorporated.
- Report dated September 4, 1997 under Item 2 regarding
announcing completion of acquisition of Nellcor Puritan
Bennett Incorporated.
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
------
Consolidated Balance Sheets at June 30, 1997 and 1996... 29
For the years ended June 30, 1997, 1996 and 1995:
Information by Business Segment....................... 27
Consolidated Statements of Operations................. 28
Consolidated Statements of Cash Flows................. 30
Consolidated Statements of Changes in
Shareholders' Equity................................. 31
Notes to Consolidated Financial Statements............ 32-48
Quarterly Results..................................... 49
- -----------------------
All other schedules are omitted as the required information is not
present in sufficient amounts or the required information is included
in the consolidated financial statements or notes thereto.
Financial statements and schedules and summarized financial
information of 50 percent or less owned entities are omitted, as none
of such entities are individually or in the aggregate significant
under the tests specified in Regulation S-X under Article 3-09 of
General Instructions as to Financial Statements.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
Mallinckrodt Inc.
- ---------------------------
Registrant
By: MICHAEL A. ROCCA By: TERRY D. MEIER
-------------------- ----------------------------
Michael A. Rocca Terry D. Meier
Senior Vice President and Vice President and Controller
Chief Financial Officer
Date: September 22, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
C. RAY HOLMAN Chief Executive Officer September 22, 1997
---------------- and Director
C. Ray Holman
MACK G.NICHOLS President, Chief Operating September 22, 1997
- ---------------- Officer and Director
Mack G. Nichols
MICHAEL A. ROCCA Senior Vice President and September 22, 1997
- ------------------ Chief Financial Officer
Michael A. Rocca
TERRY D. MEIER Vice President and Controller September 22, 1997
- ------------------ (Chief Accounting Officer)
Terry D. Meier
RAYMOND F. BENTELE Director September 22, 1997
- -------------------
Raymond F. Bentele
GARETH C. C. CHANG Director September 22, 1997
- -------------------
Gareth C. C. Chang
WILLIAM L. DAVIS Director September 22, 1997
- -------------------
William L. Davis
RONALD G. EVENS Director September 22, 1997
- -------------------
Ronald G. Evens
ROBERTA S. KARMEL Director September 22, 1997
- -------------------
Roberta S. Karmel
CLAUDINE B. MALONE Director September 22, 1997
- -------------------
Claudine B. Malone
MORTON MOSKIN Director September 22, 1997
- -------------------
Morton Moskin
BRIAN M. RUSHTON Director September 22, 1997
- -------------------
Brian M. Rushton
DANIEL R. TOLL Director September 22, 1997
- -------------------
Daniel R. Toll
ANTHONY VISCUSI
- -------------------
Anthony Viscusi Director September 22, 1997
Exhibit 10.9(b)
AMENDMENT NO. 1 TO THE
MALLINCKRODT INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
The Mallinckrodt Inc. Long-Term Incentive Compensation Plan (the
"Plan") is hereby amended, effective as of April 16, 1997, as set
forth below:
1. The second sentence of Section 5(a) of the Plan is hereby
amended to read in its entirety as follows:
Within the 90-day period immediately following the beginning of
each Performance Cycle, the Committee will establish, in writing, the
objective performance goals applicable to each Participant or class
of Participants for the Performance Cycle.
2. Section 6 of the Plan is hereby amended by deleting the
last sentence of such Section.
3. Section 7(b) of the Plan is hereby amended to read in its
entirety as follows:
(b) For purposes of this Plan, a "change in control" of the
Corporation means the occurrences of any one of the
following events:
(i) any "person" (as such term is defined in Section
3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange
Act") and as used in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) is or becomes a "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing 20% or more of
the combined voting power of the Corporation's then
outstanding securities eligible to vote for the election of
the Board (the "Corporation Voting Securities"); provided,
--------
however, that the event described in this paragraph (i) shall
-------
not be deemed to be a Change in Control by virtue of any of the
following acquisitions: (A) by the Corporation or any Subsidiary
of the Corporation, (B) by any employee benefit plan sponsored
or maintained by the Corporation or any Subsidiary of the
Corporation, (C) by any underwriter temporarily holding
securities pursuant to an offering of such securities, (D)
pursuant to a NonControl Transaction (as defined in paragraph
(iii)), (E) with respect to a Participant pursuant to any
acquisition by the Participant or any group of persons including
the Participant; or (F) except as provided in (iii) below, in
which Corporation Voting Securities are acquired from the
Corporation, if a resolution providing expressly that the
acquisition pursuant to this clause (F) does not constitute a
Change in Control under this paragraph (I) is approved by a vote
of at least a majority of the directors comprising the Incumbent
Board (as hereinafter defined);
(ii) individuals who, on April 16, 1997, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided that any person becoming a
director subsequent to April 16, 1997, whose election, or
nomination for election, by the Corporation's stockholders was
approved by a vote of at least a majority of the directors
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Corporation in which such
person is named as a nominee for director, without objection to
such nomination) shall be, for purposes of this paragraph (ii),
considered as though such person were a member of the Incumbent
Board; provided, however, that no individual initially elected
-------- -------
or nominated as a director of the Corporation as a result of an
actual or threatened election contest with respect to directors
or any other actual or threatened solicitation of proxies or
consents by or on behalf of any person other than the Board
shall be deemed to be a member of the Incumbent Board;
(iii) the consummation of a merger, consolidation, share
exchange or similar form of corporate reorganization of the
Corporation or any such type of transaction requiring the
approval of the Corporation's stockholders (whether for such
transaction or the issuance of securities in the transaction or
otherwise), or the consummation of the direct or indirect sale
or other disposition of all or substantially all of the assets,
of the Corporation (a "Business Combination"), unless
immediately following such Business Combination: (A) more than
50% of the total voting power of the publicly-traded corporation
resulting from such Business Combination (including, without
limitation, any corporation which directly or indirectly has
beneficial ownership of 100% of the Corporation Voting
Securities or all or substantially all of the Corporation's
assets) eligible to elect directors of such corporation is
represented by shares that were Corporation Voting Securities
immediately prior to such Business Combination (either by
remaining outstanding or being converted), and such voting power
is in substantially the same proportion as the voting power of
such Corporation Voting Securities immediately prior to the
Business Combination, (B) no person (other than any publicly-
traded holding company resulting from such Business Combination,
any employee benefit plan sponsored or maintained by the
Corporation (or the corporation resulting from such Business
Combination), or any person which beneficially owned,
immediately prior to such Business Combination, directly or
indirectly, 20% or more of the Corporation Voting Securities (a
"Corporation 20% Stockholder")) becomes the beneficial owner,
directly or indirectly, of 20% or more of the total voting power
of the outstanding voting securities eligible to elect directors
of the corporation resulting from such Business Combination and
no Corporation 20% Stockholder increases its percentage of such
total voting power, and (C) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the
time of the approval of the Board of the execution of the
initial agreement providing for such Business Combination (a
"Non-Control Transaction"); or
(iv) the stockholders of the Corporation approve a plan
of complete liquidation or dissolution of the Corporation.
Notwithstanding the foregoing, a Change in Control of the Corporation
shall not be deemed to occur solely because any person acquires
beneficial ownership of more than 20% of the Corporation Voting
Securities as a result of the acquisition of Corporation Voting
Securities by the Corporation which, by reducing the number of
Corporation Voting Securities outstanding, increases the percentage
of shares beneficially owned by such person; provided, that if a
-------- ----
Change in Control of the Corporation would occur as a result of such
an acquisition by the Corporation (if not for the operation of this
sentence), and after the Corporation's acquisition such person
becomes the beneficial owner of additional Corporation Voting
Securities that increases the percentage of outstanding Corporation
Voting Securities beneficially owned by such person, then a Change in
Control of the Corporation shall occur. Notwithstanding anything in
this Plan to the contrary, if a Participant's employment is
terminated prior to a Change in Control, and the Participant
reasonably demonstrates that such termination was at the request of a
third party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a Change
in Control, then for all purposes of this Plan with respect to such
Participant, the date of a Change in Control shall mean the date
immediately prior to the date of such termination of employment.
Exhibit 10.15(a)
AGREEMENT
This Agreement is entered into between Robert G. Moussa and
Mallinckrodt Inc., subject to and upon approval of the Board of
Directors of Mallinckrodt Inc., or as delegated to an authorized
Committee thereof ("MI" or "Mallinckrodt") pursuant to Moussa's
voluntary tender of his irrevocable resignation of the position and
office of President, International effective June 30, l997.
It is the desire of the parties, among other things, to state the
terms and conditions of the severance of their relationship as
executive employee and employer undertaken on June 30, 1997 and to
provide for, inter alia, a consulting agreement between Mallinckrodt
and Moussa in exchange for which he makes certain pledges specified
below.
NOW THEREFORE, in consideration of the promises and the mutual
covenants and representations made herein, the sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. I, Robert G. Moussa, voluntarily agree to resign from employment
from MI effective June 30, 1997. Except as otherwise provided in
this Agreement, I shall not be entitled to any wages, benefits
or other forms of remuneration or compensation from Mallinckrodt
after June 30,1997. I acknowledge that I have received all
compensation and employee benefits to which I was entitled
during my employment. An announcement of my resignation and the
timing of such announcement shall be agreed upon in writing and
made at a date no later than the date of my resignation,
June 30, 1997.
2. I agree that in exchange for promises which I make in this
Agreement, MI will provide me with the following additional
compensation and benefits beyond those amounts to which I am
otherwise entitled provided that I agree to give the Release and
make the promises described below:
(a) A Consulting Agreement entered into with MI and attached
hereto for a period of twenty (20) months commencing
July 1, 1997 providing compensation and benefits as
specifically provided under the terms and conditions of
that Consulting Agreement.
(b) Qualified Retirement And SERP Plan Benefits. MI agrees to
-------------------------------------------
pay and arrange for the payment from the Retirement Plans
described below, to me the sum of One Million Four
Hundred Thousand Dollars ($ 1,400,000.00) which shall be
comprised of (i) the lump sum present value of my accrued
benefit determined as of June 30, 1997 and payable to
me or on my behalf as of that date from the tax qualified
Mallinckrodt Inc. Retirement Plan, (ii) the lump sum
present value of my accrued benefit determined as of
June 30, 1997 pursuant to the actuarial assumptions
applicable under those plans and in accordance with their
terms in which I participated as an employee of
Mallinckrodt, Gmbh and all other MI non-domestic
subsidiaries regardless of whether such benefits
are payable as a lump sum and with such lump sum present
value calculation to be verified by an independent pension
benefit consultant selected by me. If the difference in
such calculation is greater than Five Thousand Dollars
($5,000.00), then a third calculation shall be undertaken
at Mallinckrodt Inc.'s expense by an independent pension
benefit consultant mutually acceptable to Mallinckrodt and
me and such calculation shall govern and (iii) although I
am ineligible for a benefit under the Company's
Supplemental Executive Retirement Plan ("SERP"), an amount
with respect to the SERP which amount, when combined with
the amounts determined under (i) and (ii) above, shall
equal One Million Four Hundred Thousand Dollars
($1,400,000.00). This payment shall be made as soon as
possible after June 30, 1997 but no later than three (3)
months after the date of my executive employment
resignation. I agree that I shall not be entitled to accrue
any further benefits under the SERP, the Mallinckrodt Inc.
Retirement Plan, the Supplemental Benefit Plan for
Participants in the Mallinckrodt Inc. Retirement Plan or
any other retirement plan maintained by MI during the
period of my Consulting Agreement. However, MI agrees that
I will be entitled to receive an allocation of Supermatch
contribution (whenever made) under the Investment Plan for
Employees for Mallinckrodt Inc. for the Year ending
June 30, 1997 in accordance with Plan terms, if any such
contribution is made to the Plan.
(c) Outplacement. Executive outplacement services during the
------------
twenty (20) month consultancy period, including, but not
limited to, secretarial services and voice and phone mail
and E-mail services.
(d) Management Incentive Compensation Plan. An amount equal to
--------------------------------------
100% of the Fiscal Year 1997 Management Incentive
Compensation Plan using the same formula as applicable to
other participants in the Plan but paid before the end of
the Fiscal Year 1997, and to the extent possible on the
date awarded or as soon as practicable based upon projected
Mallinckrodt performance with subsequent reimbursement by
Moussa of the excess of any payment made based upon
projected performance over the value actually due based
upon actual Mallinckrodt Fiscal Year performance.
(e) Long Term Incentive Plan. All Long Term Incentive Plan
------------------------
payments shall be made using the same formula as applicable
to other participants in the Plan and in the same manner.
All Long Term Incentive Plan payments shall be made as soon
as practicable after calculation of the formula at the end
of the Fiscal Year as set forth in the Plan.
(f) Stock Options. Subject to approval by the Board of
-------------
Directors, MI shall hereby provide additional periods
during which I may exercise certain stock options or
additional payments with respect to stock options as
described below:
(i) At the time of my termination of employment, I will be
vested in and eligible to exercise the following
options for purchase of shares of the Company's common
stock:
GRANT NUMBER OF OPTION ORIGINAL
DATE SHARES PRICE EXPIRATION DATE
----- --------- ------- ---------------
02/20/90 5,625 19.18 02/20/2000
02/20/90 5,625 19.18 02/20/2000
12/04/90 5,625 22.26 12/04/2000
12/04/90 5,625 22.26 12/04/2000
12/03/91 2,650 36.80 12/03/2001
12/03/91 2,650 36.80 12/03/2001
12/01/92 2,550 38.03 12/01/2002
12/01/92 2,550 38.03 12/01/2002
12/15/92 3,450 37.68 12/15/2002
12/15/92 3,450 37.68 12/15/2002
11/30/93 6,750 35.01 11/30/2003
11/30/93 6,750 35.01 11/30/2003
12/13/94 8,250 29.97 12/13/2004
12/13/94 8,250 29.97 12/13/2004
12/12/95 8,250 34.79 12/12/2005
In exchange and as additional consideration for my
execution of this Agreement, MI hereby provides Moussa
with an additional period of time during which each of
these options may be exercised. Subject to the
aforementioned approval, the terms of the above
described options are hereby further amended to
provide that they may be exercised on any date through
earlier of (I) their stated original expiration date
(determined without reference to my termination of
employment) or (II)February 28, 1999. All such
options, if not exercised on or before such date shall
expire on February 28, 1999.
(ii) At the time of my termination of employment, I was not
vested in and was not eligible to exercise, but would
have become vested in and would have become eligible
to exercise the following options for purchase of
shares of the Company's common stock had I remained
employed by the Company through February 28, 1999:
NUMBER ORIGINAL
GRANT OF VESTING OPTION EXPIRATION
DATE OPTIONS DATE PRICE DATE
----- ------- ------- ------ ----------
12/12/95 8,250 12/12/97 34.79 12/12/2005
08/20/96 6,200 08/20/97 38.43 08/20/2006
08/20/96 6,200 08/20/89 38.42 08/20/2006
In exchange and as additional consideration for
Moussa's execution of this Agreement and subject to
the foregoing approval, MI will provide to me an
additional payment with respect to each of these
options equal to the excess, if any, of (i) the price
at which the Company's common stock closes on the New
York Stock Exchange on any date that I may designate
in writing to the Company with respect to
participation (which designated date must be
communicated in writing to MI's General Counsel within
two (2) business days of such date), during the period
commencing with the date on which each of the
aforementioned options would have become vested (i. e.
the Vesting Date) as described above) and ending on
February 28, 1999 over (ii) the exercise price of
these non-vested options. If the closing price of the
Company's common stock as described in the preceding
sentence does not exceed the exercise price of any of
the non-vested options during the period described,
then no payment shall be made under this subparagraph
with respect to such options. Also, if the Executive
does not designate a price determination date in
writing to the Company, which designation is received
within the two (2) day time period described above,
then no payment under this subparagraph (c) shall be
made. Amounts due and payable under this subparagraph,
if any, less applicable federal and state withholding
taxes shall be payable as described in paragraph 2
below.
Payment of the aforementioned amounts shall be made as described
following Moussa's execution of this Agreement and expiration of the
revocation period described in paragraph 7 without Moussa having
revoked this Agreement. All such amounts shall be subject to the
remainder of this Agreement.
(g) Relocation. Mallinckrodt agrees to pay Moussa One Hundred
----------
Thousand Dollars ($100,000.00), to cover the cost of
relocation to Europe, if he determines during the twenty
(20) month consultancy period to relocate to Europe, unless
such relocation to Europe is based upon new employment
requiring such relocation and the relocation cost is paid
by Moussa's new employer.
I agree that all income and other tax withholding determined by MI to
be applicable shall be deducted from all benefits and compensations
payable hereunder.
3. In exchange for all the benefits described above, I promise on
behalf of myself, my heirs, my assigns and all others to
discharge and release MI and each of its subsidiaries, parent
and affiliated corporations, business entities and employee
benefit plans and all of their past and present directors,
officers, employees, agents and fiduciaries and their successors
and assigns ("Released Parties") from any and all claims, causes
of action or suits which I have or might have or might have had
of whatever nature from the beginning of time, whether they are
known or unknown, that arose, could arise or could be asserted
relating to or arising out of my employment relationship with MI
or the termination of that relationship up through and including
the date of this Agreement or which may relate to any other
facts, actions or circumstances which may have occurred or
existed prior to the date of this Agreement. This Separation and
Release and discharge of claims includes but is not limited to
all claims of whatever type arising under common law, whether in
contract or in tort, and all claims arising under federal, state
or local law and regulation including, but not limited to, all
claims for personal recovery under Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Employee
Retirement Income Security Act of 1974 and all claims for
benefits arising under any employee benefit plan as described in
that Act (except for claims under benefit plans for the benefits
described in paragraph 2), the Americans With Disabilities Act
of 1990, the Age Discrimination in Employment Act of 1967, and
the Family and Medical Leave Act of 1993, the Occupational
Safety and Health Act, the Civil Rights Act of 1866, the Fair
Labor Standards Act of 1938, as amended, the Rehabilitation Act
of 1973, as amended, as well as, but not limited to, any claim,
right or cause of action under the laws of the State of
Missouri, inclusive of the Missouri Human Rights Act, Section
213.010, et seq., R.S.Mo. and the Missouri Service Letter
Statute, Section 290.140, R.S.Mo.; any and all claims for
intentional or negligent infliction of emotional distress,
wrongful or retaliatory discharge, public policy violations,
whistleblower, interference with contract, pain and suffering,
compensatory or punitive damages, service letters, costs,
interest, attorneys' fees and expenses, reinstatement or
reemployment (collectively referred to as "Claims"). I further
waive any right to future employment with MI, its subsidiaries,
parent and affiliated corporations. In further consideration for
the benefits described above, I hereby covenant and agree not to
bring or assert any claim for further recovery, cause of action,
administrative charge, lawsuit or other proceeding for further
recovery against any Released Party related to or arising out of
any Claim. If any court rules that such waiver of rights to
file, or have filed on my behalf, any administrative or judicial
charges or complaints for further recovery is ineffective,
Moussa agrees not to seek or accept any money damages upon the
filing of any such administrative or judicial charges or
complaints. In the event any person brings any claim or action
for further recovery which is contrary to or violates the above
Release and Waiver, then the party defendant to that action
shall be entitled to reimbursement for costs and attorneys' fees
incurred in defense of that claim or action.
4. Moussa agrees that the existence of this Agreement, as well as
the terms and conditions of this Agreement, are confidential and
shall not be made public by him or disclosed by him to any other
person, other than his immediate family, attorney and tax
advisor, or as may be necessary by court order, without the
express written consent of Mallinckrodt. Moussa further agrees
that if he breaks this promise as determined by a Court of law
to keep the existence and terms of this Agreement confidential,
he will become immediately liable to Mallinckrodt for the amount
of pay and benefits actually paid and received by Moussa
pursuant to Paragraph 2, and any costs, including attorneys'
fees, incurred by Mallinckrodt in collecting that amount from
him.
5. Moussa acknowledges his obligations to MI of nondisclosure and
confidentiality pursuant to and as provided in the Consulting
Agreement entered effective July 1, 1997 and executed
simultaneously herewith and as otherwise provided by law. Moussa
agrees to deliver to Mallinckrodt, and not keep or deliver to
anyone else, at any time, any and all records, documents, notes,
memoranda, specifications, devices, including but not limited
to, Mallinckrodt provided storage devices and other property,
including but not limited to any telephones, computers, fax
machines, keys, credit cards and in general, any and all
material relating to Mallinckrodt's business or Confidential or
Proprietary Information furnished to or acquired by him during
the period of his employment with Mallinckrodt. To the extent
any such information is stored on any computer, computer disk,
or any other information storage devices, Moussa agrees to
return such information to Mallinckrodt and not to retain such
information in any fashion except as provided in the Consulting
Agreement and except that Moussa shall be permitted to retain
and use his computer, printer and fax machine during the twenty
(20) month period of the Consulting Agreement and he may elect
to purchase that computer equipment at the conclusion of the
twenty (20) month consultancy for its fair market value.
6. By execution of this Agreement, Robert G. Moussa expressly
waives any and all rights or claims arising under the Age
Discrimination in Employment Act of 1967 ("ADEA") and:
a. I acknowledge that my waiver of rights arising under the ADEA
is in writing;
b. I understand that this waiver refers to rights or claims
arising under the ADEA;
c. I understand that by execution of this Agreement, I do not
waive any rights or claims under the ADEA that may arise
after the date the waiver is executed;
d. I acknowledge that the waiver of my rights arising under the
ADEA is in exchange for the consideration outlined in
paragraph 2 above, which is substantially greater than that
to which I am otherwise entitled;
e. I acknowledge that MI is hereby advising me to consult with
an attorney of my choosing prior to executing this Agreement;
f. I acknowledge that I have been advised by MI that I have a
period of at least twenty-one (21) days from May 21, 1997,
within which to consider this Agreement;
g. I acknowledge that I have been advised by MI that I am
entitled to revoke (if I execute this Agreement) this waiver
of rights arising under the ADEA within seven (7) days after
executing this Agreement and that the wavier will not and
does not become effective or enforceable until the seven (7)
day period has expired;
h. I understand that this waiver has not been requested in
connection with an exit incentive. I further acknowledge
that the compensation and benefits to which I am entitled
hereunder are greater than those which would be provided to
Mallinckrodt employees who are affected by and whose
employment has been or may be terminated as a result of its
Strategic Change Initiative. I acknowledge that my
termination is not part of an exit incentive or group
employee termination program.
i. I agree that if I exercise my right to revoke the waiver
under subparagraph (g), this entire Agreement and its
obligations are null and void and of no effect, and I will
only be entitled to receive MI's normal executive severance
benefit; and
j. I agree that no sums or benefits described in Paragraph 2,
which are in addition to those provided pursuant to standard
severance policy shall be paid or provided until the
revocation period specified in subparagraph (g) has expired.
7. Nothing contained in this Agreement shall be construed to
require the commission of any act contrary to the law or to be
contrary to law, and wherever there is any conflict between any
provision of this Agreement and any present or future statute,
law, governmental regulation or ordinance contrary to which the
parties have no legal right to contract, the latter shall
prevail, but in such event, the provisions of this Agreement
affected shall be curtailed and restricted only to the extent
necessary to bring them within legal requirements. Should
however, Moussa contest the legality of this Agreement or any
part thereof and such challenge by Moussa be sustained in whole
or in part, then Mallinckrodt, at its sole option, may cancel
this Agreement upon written notice to Moussa and any sums paid
by it to Moussa under Paragraph 2, shall be repaid by Moussa to
Mallinckrodt within thirty (30) days of such written notice.
8. Should it be determined by a Court of law that Moussa has
breached any term of this Agreement, all remaining payments
payable by Mallinckrodt under this Agreement will cease, and
Mallinckrodt shall be excused from performance of any and all
other obligations contained in this Agreement. The cessation of
future payments shall not preclude Mallinckrodt from requesting
all other remedies, either at law or equity, including
injunctive relief or otherwise preclude a court of competent
jurisdiction from awarding any other remedy, either at law or
equity, including, but not limited to, restitution, court costs
and attorneys' fees. The parties further agree that the amounts
to be paid to Moussa pursuant to this Agreement shall be the
measure of damages that may be sought in any action by
Mallinckrodt for breach or specific performance of the terms
stated.
9. I agree that the terms of this Agreement constitute the entire
agreement between me and MI regarding the subject matters
covered by it. I agree that in executing this Agreement, I am
not relying upon any representation made by any person and that
I am only relying upon the terms stated in this Agreement by MI.
Any change or addition to this Agreement must be made in writing
and signed by me and MI to be effective. However, I agree that
all compensations and benefits described in this Agreement shall
be paid in accordance with the terms of the Plans under which
they are provided, except as otherwise provided herein or in the
Consulting Agreement.
10. This Agreement is governed by and construed according to the
laws of the State of Missouri.
<PAGE>
I HEREBY ACKNOWLEDGE THAT I HAVE READ THIS RELEASE AGREEMENT
CONSISTING OF NINE (9) PAGES AND TEN (10) NUMBERED PARAGRAPHS; FULLY
UNDERSTANDING AND ACCEPTING ALL OF ITS TERMS OF MY OWN FREE WILL; AND
THAT I HAVE HAD AN ADEQUATE OPPORTUNITY TO DISCUSS THIS DOCUMENT WITH
AN ATTORNEY AND HAVE DONE SO OR HAVE VOLUNTARILY ELECTED NOT TO DO
SO.
Date: May 21, 1997 ROBERT G. MOUSSA
--------------------
Robert G. Moussa
Date: May 21, 1997 MALLINCKRODT INC.
By: C. RAY HOLMAN
-------------------
C. Ray Holman
Chairman and Chief
Executive Officer
STATE OF MISSOURI )
) ss
COUNTY OF ST. LOUIS)
Comes now Robert G. Moussa, who states to me that he has read
and understands the foregoing Separation Agreement and Release and
agrees to and accepts its terms and conditions as a free act of his
own volition.
Sworn to before me this 21st day of May , 1997.
---------- --------
"NOTARY SEAL"
Christine Bimslager, Notary Public
St. Louis County, State of Missouri
My Commission Expires 9/19/97
Exhibit 10.15(b)
CONSULTING AGREEMENT
THIS AGREEMENT, made on May 21, 1997 and effective as of the 1st
day of July, 1997, by and between MALLINCKRODT INC., a New York
corporation ("Mallinckrodt"), with principal offices at 7733 Forsyth
Boulevard, St. Louis, MO 63105, and ROBERT G. MOUSSA ("Consultant" or
"Moussa"), residing at 16191 Wilson Manor Drive, Chesterfield,
Missouri 63005.
WHEREAS, Consultant is an expert in the area of international
medical marketing and development and has been instrumental as an
executive employee of Mallinckrodt in developing these markets for a
number of years; and
WHEREAS, Mallinckrodt and Moussa are interested in establishing
a consulting relationship for a period of twenty (20) months
following Moussa's resignation from executive employment on June 30,
1997 to provide such consulting services to Mallinckrodt under the
terms and conditions set forth in this Agreement; and
WHEREAS, Mallinckrodt and Moussa have entered into an Agreement
(hereinafter the "Termination Agreement") governing the terms and
conditions of Moussa's resignation from executive employment and
release of any and all claims which may have arisen as a result of
his executive employment or resignation therefrom;
NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements hereinafter
contained, the parties hereby mutually agree as follows:
1. This Agreement shall commence on July 1,1997, and continue
for a period of twenty (20) months thereafter, ending on
February 28, 1999 (the "Term").
Mallinckrodt's obligation to Consultant and Consultant's
obligation to Mallinckrodt shall terminate prior to February 28,
1999, only in the event of Consultant's death or, if Mallinckrodt
determines that Consultant is in default of any of his obligations
under this Agreement or the Termination Agreement between
Mallinckrodt and Consultant or is guilty of wilful misconduct or
gross negligence in the performance of his consulting services.
2. During the Term, Consultant shall serve as a consultant for
Mallinckrodt in connection with projects and assignments
specifically given to Consultant by Mr. C. R. Holman as
Chairman and Chief Executive Officer of Mallinckrodt or his designee,
as mutually agreeable to Mallinckrodt and Moussa as to both
substantive content and as to commitment of time and resources by
Moussa.
3. In consideration for the consulting services to be provided by
Consultant hereunder and the confidentiality covenant set forth in
Paragraph 6, in addition to those expenses set forth in Paragraph 4
of this Agreement, Mallinckrodt shall pay as a consulting fee to
Moussa the sum of Fifteen Thousand Three Hundred Thirty-Three Dollars
and Thirty-Three Cents ($15,333.33) on a twice per month basis
commencing on or about July 15, 1997 and continuing through February
28, 1999 in exchange for his providing any services as needed or
requested pursuant to this Agreement between Mallinckrodt and Moussa.
Moussa understands and agrees that if he secures new employment
during this twenty (20) month consultancy period, the Term shall not
be shortened or otherwise affected and Mallinckrodt agrees it shall
represent to any such new employer that the consulting agreement will
not conflict with the new employment. All payments under this
Agreement shall be paid to Moussa in accordance with Mallinckrodt's
regular payroll schedule for its salaried employees and Mallinckrodt
shall withhold any and all payroll taxes which it determines to be
appropriate, if any.
Mallinckrodt will continue to provide secretarial services and
voice and phone mail and E-mail services to Moussa during this twenty
(20) month consultancy period.
Further, Mallinckrodt will continue to provide to Moussa,
subject to the terms and conditions of the applicable employee
benefit plans, including executive benefit plans, all employee and
executive benefits to which he was entitled as an employee of
Mallinckrodt through the twenty (20) month consultancy agreement
period except that all such benefits entitlements shall cease
immediately if Moussa commences new employment of any type with any
person or entity before the date of conclusion of the twenty (20)
month consultancy agreement. So long as Moussa continues to receive
these executive benefits, he will be required to provide all
contributions and/or deductions customarily required of all other
executive employees in accordance with the terms of the plans, as
currently in effect or as may be subsequently implemented by
Mallinckrodt, and authorizes deduction of all required contributions
for these coverages from any payments provided pursuant to this
Paragraph. At the conclusion of the Term, COBRA Continuation Coverage
shall be made available to Moussa thereafter for eighteen (18) months
at the cost of 102% of coverage contributions, in accordance with the
terms of the Mallinckrodt health care plan which covered Moussa at
the end of the Term. At the conclusion of the Term, Moussa shall be
entitled to convert the basic life insurance coverage to his
ownership pursuant to and in accordance with the terms and conditions
of the basic life insurance policy agreement. Moussa agrees and
acknowledges that he shall have no entitlement to participate in and
accrue benefits under the Mallinckrodt Inc. Retirement Plan,
Investment Plan for Employees of Mallinckrodt Inc., the Supplemental
Benefit Plan for Participants in the Mallinckrodt Inc. Retirement
Plan, the Supplemental Executive Retirement Plan of Mallinckrodt Inc.
or any other retirement plan maintained by Mallinckrodt or its
affiliate after June 30, 1997 and specifically waives any rights to
participate in those plans after
June 30, 1997.
4. If Moussa incurs any out-of-pocket expenses in the rendition of
services under this Agreement, Mallinckrodt shall reimburse
Consultant for the amounts of such reasonable out-of pocket travel
costs and expenses actually incurred by Moussa. Payment for such
costs and expenses shall be made within fifteen (15) days following
receipt by Mallinckrodt of a written statement detailing such costs
and expenses which will be supported by accurate documentation upon
approval thereof by C.R. Holman.
5. Consultant represents and warrants to Mallinckrodt that he has
the right to enter into this Agreement without breaching or violating
any fiduciary, contractual or statutory obligations owed to a third
party. Consultant shall cooperate and work with Mallinckrodt in
connection with his activities under this Agreement and shall keep
Mallinckrodt informed of his activities as may be required by
Mallinckrodt.
6. Consultant shall not, unless expressly authorized by
Mallinckrodt to do so, either during or after completion of his
services hereunder, disclose to any third party, use or publish
information which is secret or confidential to Mallinckrodt. Such
information, it is understood, includes, but is not limited-to,
knowledge and data relating to processes, products, machines,
compounds and compositions, formulae, research efforts, business
plans and marketing, sales, financial, customer and supplier
information and any other information originated, owned, controlled
or possessed by Mallinckrodt or any of its subsidiaries regarding its
businesses. Consultant shall consider information originated, owned,
controlled or possessed by Mallinckrodt or any of its subsidiaries,
which is not disclosed in printed publications stated to be available
for distribution outside Mallinckrodt, as being secret and
confidential to Mallinckrodt or its subsidiaries. In instances
wherein doubt exists in Consultant's mind as to whether information
is secret or confidential to Mallinckrodt or any of its subsidiaries,
Consultant shall request an opinion, in writing, from Mallinckrodt's
General Counsel. Items (including, but not limited to, products,
data sheets, reports, memoranda, notes, records, plots, sketches,
plans and other tangible items) which are in the possession of
Consultant or to which he is given access as a result of his contacts
and services with Mallinckrodt or its subsidiaries shall, at all
times, be recognized as the exclusive property of Mallinckrodt. At no
time, without express authorization from Mallinckrodt, shall
Consultant make such items available to third parties and, upon
termination or expiration of Consultant's Agreement with
Mallinckrodt, Consultant shall deliver promptly to Mallinckrodt any
such items (including copies thereof) which are in his possession.
7. The fees to be paid to Consultant pursuant to Paragraphs 3 and 4
of this Agreement shall be full consideration and compensation for
Consultant's services and for the confidentiality and obligations of
Consultant to Mallinckrodt hereunder.
8. Consultant shall be regarded as an independent contractor in all
matters pertaining to services performed by Consultant hereunder, and
(a) Consultant shall have no authority to assume, create or incur any
liability or any obligation of any kind (express or implied) against
or on behalf of Mallinckrodt or any of its subsidiaries, and (b)
Mallinckrodt shall defend, indemnify and hold harmless Consultant
from and against any claims, damages, injuries loss and expense,
including reasonable attorneys' fees incurred by Consultant or made
or asserted against Consultant by any third party or foreign power or
government in connection with, relating to or arising out of the
consulting services provided hereunder, except in the case of gross
negligence or wilful misconduct of Consultant, (c) Consultant agrees
to obtain the appropriate federal identification number, if
applicable, shall be responsible for all gross receipts, income,
social security and other state and federal taxes for fees he is paid
under this Agreement and Consultant agrees to provide to Mallinckrodt
such proof as it determines is appropriate that such taxes have been
paid and acknowledges that he will not be treated as an employee for
income, employment tax or other purposes, (d) Consultant shall not be
under the specific direction of Mallinckrodt in the performance of
his services, (e) Consultant shall be under no obligation to work any
specific number of hours or at any specific place except as mutually
agreed with Mallinckrodt, (f) Consultant retains the right to render
similar services for any other person or entity, (g) Mallinckrodt
agrees that it shall not have the right to control the details,
manner or means by which Consultant performs his services, (h)
Consultant agrees to secure any licenses or permits necessary for him
to render services hereunder, and (i) Consultant shall provide his
own supplies, facilities and such assistants as he determines is
necessary to perform consulting services under this Agreement.
9. This Agreement shall be construed according to the laws of the
State of Missouri. This Agreement may only be amended in writing
which is agreed to by both of the Parties hereto.
10. Nothing contained in this Agreement shall be construed to
require the commission of any act contrary to the law, and wherever
there is any conflict between any provision of this Agreement and any
present or future statute, law, governmental regulation or ordinance
contrary to which the parties have no legal right to contract, the
latter shall prevail, but in such event, the provisions of this
Agreement affected shall be curtailed and restricted only to the
extent necessary to bring them within legal requirements.
11. Should it be determined by a Court of law that Moussa has
breached any term of this Agreement, all remaining payments payable
by Mallinckrodt under this Agreement will cease, and Mallinckrodt
shall be excused from performance of any and all other obligations
contained in this Agreement. The cessation of future payments shall
not preclude Mallinckrodt from requesting all other remedies, either
at law or equity, including injunctive relief or otherwise preclude a
court of competent jurisdiction from awarding any other remedy,
either at law or equity, including, but not limited to, restitution,
court costs and attorneys' fees. The parties further agree that the
amounts to be paid to Moussa pursuant to this Agreement evidence the
measure of damages that may be sought in any action by Mallinckrodt
for breach or specific performance of the terms stated.
************************
IN WITNESS WHEREOF, the undersigned have executed this Agreement
on the date first above written.
MALLINCKRODT INC.
By:C. R. HOLMAN
----------------------------
C. R. Holman
Chairman and Chief Executive Officer
ACCEPTED:
BY:ROBERT G. MOUSSA
---------------------
Robert G. Moussa
DATED: May 21, 1997
Exhibit 11.1
<TABLE>
<CAPTION>
EARNINGS PER SHARE
PRIMARY COMPUTATION
Years Ended June 30, 1997, 1996 and 1995
($ in millions, except share and per share amounts)
1997 1996 1995
------ ------ -------
<S> <C> <C> <C>
Basis for computation of earnings per
common and common equivalent shares:
Earnings from continuing operations $185.7 $153.7 $136.7
Deduct dividends on 4 Percent
cumulative preferred stock (.4) (.4) (.4)
------- ------- -------
Earnings from continuing operations
available for common shareholders 185.3 153.3 136.3
Discontinued operations 4.4 58.2 43.6
------- ------- -------
Available for common shareholders $189.7 $211.5 $179.9
======= ======= =======
Number of common and common equivalent
shares:
Weighted average shares outstanding 73,837,424 75,183,729 76,687,154
Shares issuable upon exercise of
stock options, net of shares
assumed to be repurchased 1,222,803 1,159,663 770,960
---------- ---------- ----------
75,060,227 76,343,392 77,458,114
========== ========== ==========
Earnings per common and common
equivalent share:
Continuing operations $2.47 $2.01 $1.76
Discontinued operations .06 .76 .56
------ ------ ------
Net earnings $2.53 $2.77 $2.32
====== ====== ======
</TABLE>
Exhibit 11.2
<TABLE>
<CAPTION>
EARNINGS PER SHARE
FULLY DILUTED COMPUTATION
Years Ended June 30, 1997, 1996 and 1995
($ in millions, except share and per share amounts)
1997 1996 1995
------ ------ -------
<S> <C> <C> <C>
Basis for computation of earnings per
common and common equivalent shares:
Earnings from continuing operations $185.7 $153.7 $136.7
Deduct dividends on 4 Percent
cumulative preferred stock (.4) (.4) (.4)
------- ------- -------
Earnings from continuing operations
available for common shareholders 185.3 153.3 136.3
Discontinued operations 4.4 58.2 43.6
------- ------- -------
Available for common shareholders $189.7 $211.5 $179.9
======= ======= =======
Number of common and common equivalent
shares:
Weighted average shares outstanding 73,837,424 75,183,729 76,687,154
Shares issuable upon exercise of
stock options, net of shares
assumed to be repurchased 1,334,525 1,309,994 1,089,504
---------- ---------- ----------
75,171,949 76,493,723 77,776,658
========== ========== ==========
Earnings per common and common
equivalent share:
Continuing operations $2.46 $2.00 $1.75
Discontinued operations .06 .76 .56
------ ------ ------
Net earnings $2.52 $2.76 $2.31
====== ====== ======
</TABLE>
Exhibit 21
Mallinckrodt Inc.
1997 LEGAL ENTITY MASTER FILE
LEGAL NAME JURISDICTION
- ---------- ------------
Alton Dean Medical, Inc. UTAH
Carnforth Limited BERMUDA
Coromandel Fertilisers Ltd. INDIA
Creative Solutions Industria e Comercio Ltda. BRAZIL
Dittander Limited IRELAND
Dritte CORSA Verwaltungsgesellschaft mbH GERMANY
D.M. Graham Laboratories, Inc. NEW YORK
HemoCue AB SWEDEN
IMC Exploration Company MARYLAND
IMCERA Ltd. UNITED KINGDOM
LF International, FSC Inc. BARBADOS
Liebel-Flarsheim Company DELAWARE
Mallinckrodt Athlone Holdings, Inc. DELAWARE
Mallinckrodt Baker B.V. NETHERLANDS
Mallinckrodt Baker, Inc. NEW JERSEY
Mallinckrodt Baker S.A. de C.V. MEXICO
Mallinckrodt Chemical Australia Pty. Limited AUSTRALIA
Mallinckrodt Chemical Belgium B.V.B.A. BELGIUM
Mallinckrodt Chemical Canada Inc. CANADA
Mallinckrodt Chemical GmbH GERMANY
Mallinckrodt Chemical Holdings GmbH GERMANY
Mallinckrodt Chemical Holdings (U.K.) Ltd. UNITED KINGDOM
Mallinckrodt Chemical, Inc. DELAWARE
Mallinckrodt Chemical Limited UNITED KINGDOM
Mallinckrodt DAR Srl ITALY
Mallinckrodt Europe B.V. NETHERLANDS
Mallinckrodt FSC Inc. BARBADOS
Mallinckrodt Holdings B.V. NETHERLANDS
Mallinckrodt Iberica S.A. SPAIN
Mallinckrodt Inc. DELAWARE
Mallinckrodt Inc. NEW YORK
Mallinckrodt International Corporation MISSOURI
Mallinckrodt Medical AG SWITZERLAND
Mallinckrodt Medical Argentina Limited UNITED KINGDOM
Mallinckrodt Medical Asia Pacific Pte. Ltd. SINGAPORE
Mallinckrodt Medical B.V. HOLLAND
Mallinckrodt Medical Caribe, Inc. DELAWARE
Mallinckrodt Medical Co., Ltd. JAPAN
Mallinckrodt Medical do Brasil, Ltda. BRAZIL
Mallinckrodt Medical GmbH GERMANY
Mallinckrodt Medical Holdings GmbH GERMANY
Mallinckrodt Medical Holdings Ireland IRELAND
Mallinckrodt Medical Holdings (U.K.) Limited UNITED KINGDOM
Mallinckrodt Medical (U.K.) Ltd. UNITED KINGDOM
Mallinckrodt Medical Imaging - Ireland IRELAND
Mallinckrodt Medical, Inc. CANADA
Mallinckrodt Medical, Inc. DELAWARE
Mallinckrodt Medical International Holdings IRELAND
Mallinckrodt Medical Isle of Man ISLE OF MAN
Mallinckrodt Medical Lda. PORTUGAL
Mallinckrodt Medical IRELAND
Mallinckrodt Medical Pty. Ltd. AUSTRALIA
Mallinckrodt Medical S.A. FRANCE
Mallinckrodt Medical S.A. SPAIN
Mallinckrodt Medical S.A. de C.V. MEXICO
Mallinckrodt Medical S.A./N.V. BELGIUM
Mallinckrodt Medical Srl ITALY
Mallinckrodt Medical (U.K.) Limited UNITED KINGDOM
Mallinckrodt Medical Vertriebs-GmbH AUSTRIA
Mallinckrodt Medical PMC NEVADA
Mallinckrodt Polska Sp.zo.o POLAND
Mallinckrodt Radiopharma GmbH GERMANY
Mallinckrodt Services B.V. NETHERLANDS
Mallinckrodt TMH NEVADA
Mallinckrodt Veterinary, Inc. DELAWARE
Mallinckrodt Veterinary International, Inc. DELAWARE
MMHC, Inc. DELAWARE
MMI, Inc. DELAWARE
MMJ S.A. de C.V. MEXICO
Molecular Biosystems, Inc. DELAWARE
MSCH Company DELAWARE
National Catheter Corporation NEW YORK
Paracet Laboratories, Inc. DELAWARE
Pharm Tech Packaging Corporation NEW YORK
Sterlington Land Co. DELAWARE
Synbiotics Corporation CALIFORNIA
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following
registration statements and related prospectuses filed by
Mallinckrodt Inc. under the Securities Act of 1933 of our report
dated July 30, 1997 with respect to the consolidated financial
statements of Mallinckrodt Inc. included in this Annual Report on
Form 10-K for the year ended June 30, 1997:
Commission File No.
---------------------------
Form S-8, No. 2-65727
Form S-8, No. 2-70868
Form S-8, No. 2-80553
Form S-8, No. 2-90910
Form S-8, No. 2-94151
Form S-8, No. 33-10381
Form S-8, No. 33-32109
Form S-8, No. 33-40246
Form S-3, No. 33-43925
Form S-3, No. 33-47081
Form S-3, No. 33-57821
Form S-8, No. 333-34489
- ----------------------
Ernst & Young LLP
St. Louis, Missouri
September 22, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet and income statement, and is qualified in its entirety by reference to
such financial schedules.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 809
<SECURITIES> 0
<RECEIVABLES> 364
<ALLOWANCES> 8
<INVENTORY> 316
<CURRENT-ASSETS> 1,617
<PP&E> 1,330
<DEPRECIATION> 502
<TOTAL-ASSETS> 2,988
<CURRENT-LIABILITIES> 654
<BONDS> 545
0
11
<COMMON> 87
<OTHER-SE> 1,153
<TOTAL-LIABILITY-AND-EQUITY> 2,988
<SALES> 1,861
<TOTAL-REVENUES> 1,861
<CGS> 1,018
<TOTAL-COSTS> 1,547
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48
<INCOME-PRETAX> 288
<INCOME-TAX> 102
<INCOME-CONTINUING> 186
<DISCONTINUED> 4
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 190
<EPS-PRIMARY> 2.53
<EPS-DILUTED> 2.52
</TABLE>
