EX-99.1 2 cov-2013042613xex991.htm PRESS RELEASE DATED APRIL 26, 2013 COV-2013.04.26.13-EX 99.1


Exhibit 99.1

Covidien Reports Second-Quarter Results

Net sales up 5% (up 7%, excluding foreign exchange rate movement); Medical Devices sales up 4% (up 6%, excluding foreign exchange rate movement)
Second-quarter diluted GAAP earnings per share from continuing operations were $0.93; excluding specified items, adjusted diluted earnings per share from continuing operations were $1.12

DUBLIN, Ireland - April 26, 2013 - Covidien plc (NYSE: COV) today reported results for the second quarter of fiscal 2013 (January - March 2013). Second-quarter net sales of $3.10 billion increased 5% from the $2.95 billion reported in the second quarter a year ago. Foreign exchange rate movement lowered the quarterly sales growth rate by two percentage points.

Second-quarter 2013 gross margin of 57.6% declined 0.3 percentage points from the 57.9% of the prior-year period. On an adjusted basis, excluding the specified items shown on the attached quarterly Non-GAAP reconciliations table on page 7, second-quarter 2013 gross margin of 57.6% was 0.5 percentage points below that of a year ago. The decline was largely due to the negative impact of the reactor shutdown and unfavorable raw material costs in the pharmaceuticals segment, partially offset by favorable mix and productivity improvements.

Selling, general and administrative expenses for the second quarter of 2013 were above those of the comparable quarter of the year before. This was due to expenses associated with recent acquisitions, increased separation costs, the medical device tax and spending on growth initiatives, primarily to expand the Company's sales and marketing presence in emerging markets. Research and development (R&D) expense in the second quarter of 2013 represented 5.2% of net sales, versus 5.7% of sales in the second quarter of 2012. Excluding expense related to a license agreement, second-quarter 2012 R&D spending represented 5.3% of net sales.

In the second quarter of 2013, the Company reported operating income of $596 million, versus $609 million in the same period the year before. Second-quarter 2013 adjusted operating income, excluding the specified items on the attached table, was $688 million, compared with $652 million in the previous year. Second-quarter 2013 adjusted operating income, excluding the specified items, represented 22.2% of sales, versus 22.1% of sales a year ago.

The second-quarter 2013 effective tax rate was 21.9%, versus an effective tax rate of 13.6% in the second quarter of 2012. The second-quarter 2013 adjusted tax rate, excluding the specified items on the attached table, was 17.6%, versus 17.1% in the second quarter a year earlier.

Diluted GAAP earnings per share from continuing operations were $0.93 in the second quarter of 2013, versus $1.01 per share in the comparable quarter last year. Second-quarter 2013 adjusted diluted earnings per share from continuing operations, excluding the specified items on the attached table, were $1.12, versus $1.05 a year ago.

For the first six months of fiscal 2013, net sales of $6.16 billion were 5% above the $5.84 billion in the first half of the previous year, with foreign exchange rate movement lowering the six-month sales growth rate by two percentage points.

The Company reported operating income of $1.25 billion in the first six months of fiscal 2013, virtually unchanged from that of the comparable period the year before. Six-month 2013 adjusted operating income, excluding the specified items on the attached table on page 11, was $1.37 billion, versus $1.36 billion in the first six months of the prior year. Six-month 2013 adjusted operating income, excluding the specified items, represented 22.3% of sales, versus 23.2% a year ago.

The effective tax rate was 20.5% for the first six months of fiscal 2013, versus an effective tax rate of 15.2% in the same period of 2012. Excluding the specified items on the attached table, the adjusted tax rate for the first six months of 2013 was 17.8%, versus 17.2% in the first six months of 2012.

For the first six months of 2013, diluted GAAP earnings per share from continuing operations were $1.96, versus $2.02 in the year-ago period. Excluding the specified items on the attached table, adjusted diluted earnings per share from continuing operations were $2.22, versus $2.17 in the comparable period last year.

“Our second-quarter performance was paced by broad-based top-line growth and an increase in earnings per share,” said José E. Almeida, Chairman, President and CEO. “Once again, in our Medical Devices segment, strong results in stapling, vessel sealing and neurovascular products were the key drivers of our growth. We also delivered a significant sales increase in Pharmaceuticals, led by the excellent performance of both generic and branded products.






“While our reported performance was negatively affected by unfavorable exchange rate movement, operational growth was in line with our expectations and we again generated rapid gains in emerging markets,” Mr. Almeida said. “Looking forward, we plan to make the investments necessary to enhance our growth, while continuing to deliver a solid earnings performance. Our robust pipeline of new products, increased market opportunities and capital flexibility should enable us to meet the challenges of the global healthcare marketplace and deliver on our expectations.”

BUSINESS SEGMENT RESULTS

Medical Devices sales of $2.09 billion in the second quarter were 4% higher than the $2.00 billion in the comparable quarter of last year. Operational sales growth was 6%, as foreign exchange rate movement reduced the quarterly sales growth rate by two percentage points. Growth was driven by new products and increased volume. Operationally, second-quarter sales in Endomechanical rose moderately from those of the prior year, fueled by good progress for stapling products that was led by our innovative Tri-Staple™ reloads. In Soft Tissue Repair, sales were slightly higher than those of a year ago, paced by synthetic mesh products and sutures. Sales of Energy products were well above the prior year's level, primarily due to the continued excellent performance of vessel sealing products, which again registered a double-digit quarterly sales gain. Sales in Oximetry & Monitoring climbed sharply from those of the year before, spurred by a strong double-digit advance for monitors and sensors. Airway & Ventilation sales were above those of last year, chiefly reflecting a significant rise in sales of ventilators, aided by the Newport acquisition. Vascular products posted higher quarterly sales, as decreased sales of compression products were more than offset by strong gains for neurovascular and increased sales for peripheral vascular and chronic venous insufficiency products.

For the first six months of fiscal 2013, Medical Devices sales rose 6% to $4.22 billion from $3.99 billion in the comparable period a year ago. Foreign exchange rate movement reduced the quarterly sales growth rate by two percentage points.

Pharmaceuticals sales of $573 million in the second quarter were up 13% from last year's second-quarter sales of $508 million. Sales of Specialty Pharmaceuticals climbed sharply from those of a year ago, primarily due to outstanding growth for generic products, reflecting the first-quarter launch of Methylphenidate HCl ER tablets which accounted for $62 million in sales, coupled with a good performance for EXALGO® (hydromorphone HCl) ER tablets. Sales of Active Pharmaceutical Ingredients were considerably above those of the previous year, largely attributable to a substantial increase for narcotic products. Sales of Contrast Products were notably lower than those of the second quarter of 2012, due to decreased sales of Optiray™ in the United States. Sales of Radiopharmaceuticals were lower than in the prior-year second quarter.

For the first six months of fiscal 2013, Pharmaceuticals sales advanced 6% to $1.06 billion from $998 million a year ago. The increase was primarily attributable to growth for Specialty Pharmaceuticals. Foreign exchange rate movement lowered the quarterly sales growth rate by one percentage point. The Company remains on track for the mid-2013 spin-off of the Pharmaceuticals business.

Medical Supplies second-quarter sales of $439 million were 1% above the $434 million reported in the comparable quarter of 2012, as increased sales of Nursing Care products were partially offset by lower sales of SharpSafety™ and OEM products.

For the first six months of fiscal 2013, sales of Medical Supplies, at $873 million, were 2% above last year's $858 million, led by higher sales of Nursing Care products.

Other
In the second quarter of 2013, Covidien purchased approximately 3.2 million ordinary shares under its previously announced share buyback program.

FISCAL 2013 OUTLOOK
On May 3, 2013, after the close of trading on the New York Stock Exchange, Covidien plans to release financial results for fiscal 2010, 2011, 2012 and the first quarter of 2013, all adjusted for the planned spin-off of the Pharmaceuticals segment. On that date, the Company will announce its 2013 guidance, excluding Pharmaceuticals. Covidien will also announce fiscal 2013 guidance for Mallinckrodt plc on that date.

ABOUT COVIDIEN
Covidien is a leading global healthcare products company that creates innovative medical solutions for better patient outcomes and delivers value through clinical leadership and excellence. Covidien manufactures, distributes and services a diverse range of industry-leading product lines in three segments: Medical Devices, Pharmaceuticals and Medical Supplies. With 2012





revenue of $11.9 billion, Covidien has 43,000 employees worldwide in 70 countries, and its products are sold in over 140 countries. Please visit www.covidien.com to learn more about our business.

CONTACTS
Bruce Farmer                
Vice President                
Public Relations                
508-452-4372                
bruce.farmer@covidien.com        

Coleman Lannum, CFA
Vice President
Investor Relations
508-452-4343
cole.lannum@covidien.com

Todd Carpenter
Senior Director
Investor Relations
508-452-4363
todd.carpenter@covidien.com

CONFERENCE CALL AND WEBCAST

The Company will hold a conference call for investors today, beginning at 8:30 a.m. ET. This call can be accessed three ways:

At Covidien's website: http://investor.covidien.com
By telephone: For both “listen-only” participants and those participants who wish to take part in the question-and-answer portion of the call, the telephone dial-in number in the U.S. is 866-202-3048. For participants outside the U.S., the dial-in number is 617-213-8843. The access code for all callers is 22122758.
Through an audio replay: A replay of the conference call will be available beginning at 11:30 a.m. on April 26, 2013, and ending at 5:00 p.m. on May 3, 2013. The dial-in number for U.S. participants is 888-286-8010. For participants outside the U.S., the replay dial-in number is 617-801-6888. The replay access code for all callers is 14102844.

NON-GAAP FINANCIAL MEASURES

This press release contains financial measures, including operational growth, adjusted gross margin, adjusted operating income, adjusted earnings per share, adjusted operating margin and free cash flow, which are considered “non-GAAP” financial measures under applicable Securities & Exchange Commission rules and regulations.

These non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with generally accepted accounting principles. The Company's definition of these non-GAAP measures may differ from similarly titled measures used by others. The Company defines free cash flow as net cash provided by continuing operating activities less capital expenditures.

The non-GAAP financial measures used in this press release adjust for specified items that can be highly variable or difficult to predict. The Company generally uses these non-GAAP financial measures to facilitate management's financial and operational decision-making, including evaluation of Covidien's historical operating results, comparison to competitors' operating results and determination of management incentive compensation. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting Covidien's business.

Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company's reported results of operations, management strongly encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is included in the tables accompanying this release.






FORWARD-LOOKING STATEMENTS

Any statements contained in this communication that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on our management's current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or Company actions to differ materially from what is expressed or implied by these statements. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, our ability to effectively introduce and market new products or keep pace with advances in technology, the reimbursement practices of a small number of large public and private insurers, cost-containment efforts of customers, purchasing groups, third-party payors and governmental organizations, intellectual property rights disputes, complex and costly regulation, including healthcare fraud and abuse regulations and the Foreign Corrupt Practices Act, manufacturing or supply chain problems or disruptions, rising commodity costs, recalls or safety alerts and negative publicity relating to Covidien or its products, product liability losses and other litigation liability, divestitures of some of our businesses or product lines, our ability to execute strategic acquisitions of, investments in or alliances with other companies and businesses, competition, risks associated with doing business outside of the United States, foreign currency exchange rates and environmental remediation costs. These and other factors are identified and described in more detail in our Annual Report on Form 10-K for the fiscal year ended September 28, 2012, and in subsequent filings with the SEC. We disclaim any obligation to update these forward-looking statements other than as required by law.






Covidien plc
Consolidated Statements of Income
Quarters Ended March 29, 2013 and March 30, 2012
(dollars in millions, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
 
Percent of
 
Quarter Ended
 
Percent of
 
March 29, 2013
 
Net Sales
 
March 30, 2012
 
Net Sales
 
 
 
 
 
 
 
 
Net sales
$
3,103

 
100.0
 %
 
$
2,946

 
100.0
 %
Cost of goods sold (1)
1,316

 
42.4

 
1,240

 
42.1

Gross profit
1,787

 
57.6

 
1,706

 
57.9

Selling, general and administrative expenses (1)
968

 
31.2

 
914

 
31.0

Research and development expenses
162

 
5.2

 
167

 
5.7

Restructuring charges, net
61

 
2.0

 
16

 
0.5

Operating income
596

 
19.2

 
609

 
20.7

Interest expense
(50
)
 
(1.6
)
 
(51
)
 
(1.7
)
Interest income
3

 
0.1

 
6

 
0.2

Other income, net
16

 
0.5

 
4

 
0.1

Income from continuing operations before income taxes
565

 
18.2

 
568

 
19.3

Income tax expense
124

 
4.0

 
77

 
2.6

Income from continuing operations
441

 
14.2

 
491

 
16.7

(Loss) income from discontinued operations, net of income taxes
(2
)
 
(0.1
)
 
6

 
0.2

Net income
$
439

 
14.1

 
$
497

 
16.9

Basic earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.93

 
 
 
$
1.02

 
 
Income from discontinued operations

 
 
 
0.01

 
 
Net income
0.93

 
 
 
1.03

 
 
Diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.93

 
 
 
$
1.01

 
 
Income from discontinued operations

 
 
 
0.01

 
 
Net income
0.92

 
 
 
1.02

 
 
Weighted-average number of shares outstanding (in millions):
 
 
 
 
 
 
Basic
471

 
 
 
483

 
 
Diluted
476

 
 
 
487

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Amortization expense of intangible assets is included in the following income statement captions in the amounts shown:
 
 
 
 
 
 
 
 
Cost of goods sold
$
48

 
 
 
$
41

 
 
Selling, general and administrative expenses
16

 
 
 
13

 
 
 
$
64

 
 
 
$
54

 
 





Covidien plc
Non-GAAP Reconciliations
Quarters Ended March 29, 2013 and March 30, 2012
(dollars in millions, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended March 29, 2013
 
Sales
 
Gross profit
 
Gross margin percent
 
Operating income
 
Operating margin percent
 
 Income from continuing operations before income taxes
 
Income from continuing operations (1)
 
Diluted earnings per share from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
$
3,103

 
$
1,787

 
57.6
%
 
$
596

 
19.2
%
 
$
565

 
$
441

 
$
0.93

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and related charges, net (2)

 
1

 
 
 
62

 
 
 
62

 
43

 
0.09

Separation costs (3)

 

 
 
 
36

 
 
 
36

 
27

 
0.06

Transaction costs (4)

 

 
 
 
(6
)
 
 
 
(14
)
 
(13
)
 
(0.03
)
Tax matters (5)

 

 
 
 

 
 
 

 
37

 
0.08

As adjusted
$
3,103

 
$
1,788

 
57.6

 
$
688

 
22.2

 
$
649

 
$
535

 
1.12

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended March 30, 2012
 
Sales
 
Gross profit
 
Gross margin percent
 
Operating income
 
Operating margin percent
 
 Income from continuing operations before income taxes
 
Income from continuing operations (1)
 
Diluted earnings per share from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
$
2,946

 
$
1,706

 
57.9
%
 
$
609

 
20.7
%
 
$
568

 
$
491

 
$
1.01

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and related charges, net (6)

 
5

 
 
 
21

 
 
 
21

 
14

 
0.03

Separation costs (3)

 

 
 
 
6

 
 
 
6

 
6

 
0.01

Transaction costs (7)

 
2

 
 
 
16

 
 
 
16

 
11

 
0.02

Impact of tax sharing agreement (8)

 

 
 
 

 
 
 
4

 
4

 
0.01

Tax matters (9)

 

 
 
 

 
 
 

 
(16
)
 
(0.03
)
As adjusted
$
2,946

 
$
1,713

 
58.1

 
$
652

 
22.1

 
$
615

 
$
510

 
1.05

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Adjustments are tax effected at the applicable local statutory tax rates.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2)  Includes $61 million in restructuring charges, net and $1 million of restructuring-related accelerated depreciation included in cost of goods sold.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3)  Represents costs incurred related to the separation of our Pharmaceuticals segment, which are included in selling, general and administrative expenses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4)  Includes acquisition-related costs, $6 million of which relates to an adjustment to contingent consideration and is included in selling, general and administrative expenses and $8 million of which relates to a gain on the sale of our non-controlling interest in CV Ingenuity and is included in other income, net.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5)  Includes $47 million of tax expense generated in connection with the restructuring of legal entities in advance of the separation of our Pharmaceuticals business, partially offset by $10 million related to the fiscal 2012 portion of the retroactive re-enactment of the U.S. research and development tax credit.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(6)  Includes $16 million in restructuring charges, net and $5 million of restructuring-related accelerated depreciation included in cost of goods sold.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(7)  Includes acquisition-related costs, $12 million of which relates to a license agreement and is included in research and development expenses, $2 million of which relates to the sale of acquired inventory that had been written up to fair value upon acquisition and is included in cost of goods sold and $2 million of which relates to transaction costs that are included in selling, general and administrative expenses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(8)  Represents the non-interest portion of the impact of our tax sharing agreement with Tyco International and TE Connectivity included in other income, net.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(9)  Represents the release of a valuation allowance as a result of tax planning.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





 
 
 
 
 
 
 
 
 
 
 
Covidien plc
Segment and Geographical Sales
Quarters Ended March 29, 2013 and March 30, 2012
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
 
 
 
 
 
 
 
 
March 29, 2013
 
March 30, 2012
 
Percent change
 
Currency impact
 
Operational growth (1)
 
 
 
 
 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
 
 
 
 
 
   United States
 
$
913

 
$
904

 
1
 %
 
 %
 
1
%
   Non-U.S.
 
1,178

 
1,100

 
7

 
(4
)
 
11

 
 
$
2,091

 
$
2,004

 
4

 
(2
)
 
6

 
 
 
 
 
 
 
 
 
 
 
Pharmaceuticals
 
 
 
 
 
 
 
 
 
 
   United States
 
$
412

 
$
344

 
20
 %
 
 %
 
20
%
   Non-U.S.
 
161

 
164

 
(2
)
 
(2
)
 

 
 
$
573

 
$
508

 
13

 

 
13

 
 
 
 
 
 
 
 
 
 
 
Medical Supplies
 
 
 
 
 
 
 
 
 
 
   United States
 
$
388

 
$
383

 
1
 %
 
 %
 
1
%
   Non-U.S.
 
51

 
51

 

 
(1
)
 
1

 
 
$
439

 
$
434

 
1

 

 
1

 
 
 
 
 
 
 
 
 
 
 
Covidien plc
 
 
 
 
 
 
 
 
 
 
   United States
 
$
1,713

 
$
1,631

 
5
 %
 
 %
 
5
%
   Non-U.S.
 
1,390

 
1,315

 
6

 
(3
)
 
9

 
 
$
3,103

 
$
2,946

 
5

 
(2
)
 
7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Operational growth, a non-GAAP financial measure, measures the change in sales between current and prior year periods using a constant currency, the exchange rate in effect during the applicable prior year period. See description of non-GAAP financial measures contained in this release.
 
 
 
 
 
 
 
 
 
 
 





Covidien plc
Select Product Line Sales
Quarters Ended March 29, 2013 and March 30, 2012
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended
 
 
 
 
 
 
 
 
March 29, 2013
 
March 30, 2012
 
Percent change
 
Currency impact
 
Operational growth (1)
 
 
 
 
 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
 
 
 
 
 
   Endomechanical Instruments
 
$
602

 
$
577

 
4
 %
 
(2
)%
 
6
 %
   Soft Tissue Repair Products
 
222

 
222

 

 
(2
)
 
2

   Energy Devices
 
339

 
318

 
7

 
(1
)
 
8

   Oximetry & Monitoring Products
 
250

 
220

 
14

 
(1
)
 
15

   Airway & Ventilation Products
 
190

 
185

 
3

 
(3
)
 
6

   Vascular Products
 
404

 
390

 
4

 
(2
)
 
6

 
 
 
 
 
 
 
 
 
 
 
Pharmaceuticals
 
 
 
 
 
 
 
 
 
 
   Specialty Pharmaceuticals
 
$
217

 
$
142

 
53
 %
 
 %
 
53
 %
   Active Pharmaceutical Ingredients
 
127

 
114

 
11

 
(1
)
 
12

   Contrast Products
 
118

 
135

 
(13
)
 
(2
)
 
(11
)
   Radiopharmaceuticals
 
111

 
117

 
(5
)
 
1

 
(6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Operational growth, a non-GAAP financial measure, measures the change in sales between current and prior year periods using a constant currency, the exchange rate in effect during the applicable prior year period. See description of non-GAAP financial measures contained in this release.





Covidien plc
Consolidated Statements of Income
Six Months Ended March 29, 2013 and March 30, 2012
(dollars in millions, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
Percent of
 
Six Months Ended
 
Percent of
 
March 29, 2013
 
Net Sales
 
March 30, 2012
 
Net Sales
 
 
 
 
 
 
 
 
Net sales
$
6,159

 
100.0
 %
 
$
5,844

 
100.0
 %
Cost of goods sold (1)
2,616

 
42.5

 
2,437

 
41.7

Gross profit
3,543

 
57.5

 
3,407

 
58.3

Selling, general and administrative expenses (1)
1,909

 
31.0

 
1,821

 
31.2

Research and development expenses
311

 
5.0

 
311

 
5.3

Restructuring charges, net
69

 
1.1

 
30

 
0.5

Operating income
1,254

 
20.4

 
1,245

 
21.3

Interest expense
(101
)
 
(1.6
)
 
(102
)
 
(1.7
)
Interest income
5

 
0.1

 
12

 
0.2

Other income, net
17

 
0.3

 
6

 
0.1

Income from continuing operations before income taxes
1,175

 
19.1

 
1,161

 
19.9

Income tax expense
241

 
3.9

 
176

 
3.0

Income from continuing operations
934

 
15.2

 
985

 
16.9

(Loss) income from discontinued operations, net of income taxes
(2
)
 

 
6

 
0.1

Net income
$
932

 
15.1

 
$
991

 
17.0

Basic earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
1.98

 
 
 
$
2.04

 
 
Income from discontinued operations

 
 
 
0.01

 
 
Net income
1.97

 
 
 
2.05

 
 
Diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
1.96

 
 
 
$
2.02

 
 
Income from discontinued operations

 
 
 
0.01

 
 
Net income
1.96

 
 
 
2.04

 
 
Weighted-average number of shares outstanding (in millions):
 
 
 
 
 
 
Basic
472

 
 
 
483

 
 
Diluted
476

 
 
 
487

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Amortization expense of intangible assets is included in the following income statement captions in the amounts shown:
 
 
 
 
 
 
 
 
Cost of goods sold
$
96

 
 
 
$
80

 
 
Selling, general and administrative expenses
32

 
 
 
25

 
 
 
$
128

 
 
 
$
105

 
 





Covidien plc
Non-GAAP Reconciliations
Six Months Ended March 29, 2013 and March 30, 2012
(dollars in millions, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended March 29, 2013
 
Sales
 
Gross profit
 
Gross margin percent
 
Operating income
 
Operating margin percent
 
 Income from continuing operations before income taxes
 
Income from continuing operations (1)
 
Diluted earnings per share from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
$
6,159

 
$
3,543

 
57.5
%
 
$
1,254

 
20.4
%
 
$
1,175

 
$
934

 
$
1.96

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and related charges, net (2)

 
2

 
 
 
71

 
 
 
71

 
46

 
0.10

Separation costs (3)

 

 
 
 
55

 
 
 
55

 
43

 
0.09

Transaction costs (4)

 

 
 
 
(6
)
 
 
 
(14
)
 
(13
)
 
(0.03
)
Tax matters (5)

 

 
 
 

 
 
 

 
48

 
0.10

As adjusted
$
6,159

 
$
3,545

 
57.6

 
$
1,374

 
22.3

 
$
1,287

 
$
1,058

 
2.22

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended March 30, 2012
 
Sales
 
Gross profit
 
Gross margin percent
 
Operating income
 
Operating margin percent
 
 Income from continuing operations before income taxes
 
Income from continuing operations (1)
 
Diluted earnings per share from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
$
5,844

 
$
3,407

 
58.3
%
 
$
1,245

 
21.3
%
 
$
1,161

 
$
985

 
$
2.02

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and related charges, net (6)

 
9

 
 
 
39

 
 
 
39

 
28

 
0.06

Legal charges (7)

 

 
 
 
47

 
 
 
47

 
35

 
0.07

Separation costs (3)

 

 
 
 
10

 
 
 
10

 
10

 
0.02

Transaction costs (8)

 
2

 
 
 
16

 
 
 
16

 
11

 
0.02

Impact of tax sharing agreement (9)

 

 
 
 

 
 
 
4

 
4

 
0.01

Tax matters (10)

 

 
 
 

 
 
 

 
(16
)
 
(0.03
)
As adjusted
$
5,844

 
$
3,418

 
58.5

 
$
1,357

 
23.2

 
$
1,277

 
$
1,057

 
2.17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Adjustments are tax effected at the applicable local statutory tax rates.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2)  Includes $69 million in restructuring charges, net and $2 million of restructuring-related accelerated depreciation included in cost of goods sold.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3)  Represents costs incurred related to the separation of our Pharmaceuticals segment, which are included in selling, general and administrative expenses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4)  Includes acquisition-related costs, $6 million of which relates to an adjustment to contingent consideration and is included in selling, general and administrative expenses and $8 million of which relates to a gain on the sale of our non-controlling interest in CV Ingenuity and is included in other income, net.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5)  Consists primarily of $47 million of tax expense generated in connection with the restructuring of legal entities in advance of the separation of our Pharmaceuticals business and a $9 million adjustment to prior year deferred income tax assets, partially offset by $10 million related to the fiscal 2012 portion of the retroactive re-enactment of the U.S. research and development tax credit.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(6)  Includes $30 million in restructuring charges, net and $9 million of restructuring-related accelerated depreciation included in cost of goods sold.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(7)  Relates to our indemnification obligations for certain claims pertaining to all known pending and estimated future pelvic mesh product liability cases, which is included in selling, general and administrative expenses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(8)  Includes acquisition-related costs, $12 million of which relates to a license agreement and is included in research and development expenses, $2 million of which relates to the sale of acquired inventory that had been written up to fair value upon acquisition and is included in cost of goods sold and $2 million of which relates to transaction costs that are included in selling, general and administrative expenses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(9)  Represents the non-interest portion of the impact of our tax sharing agreement with Tyco International and TE Connectivity included in other income, net.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(10)  Represents the release of a valuation allowance as a result of tax planning.





 
 
 
 
 
 
 
 
 
 
 
Covidien plc
Segment and Geographical Sales
Six Months Ended March 29, 2013 and March 30, 2012
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
 
 
 
 
 
March 29, 2013
 
March 30, 2012
 
Percent change
 
Currency impact
 
Operational growth (1)
 
 
 
 
 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
 
 
 
 
 
   United States
 
$
1,842

 
$
1,799

 
2
 %
 
 %
 
2
 %
   Non-U.S.
 
2,382

 
2,189

 
9

 
(3
)
 
12

 
 
$
4,224

 
$
3,988

 
6

 
(2
)
 
8

 
 
 
 
 
 
 
 
 
 
 
Pharmaceuticals
 
 
 
 
 
 
 
 
 
 
   United States
 
$
746

 
$
667

 
12
 %
 
 %
 
12
 %
   Non-U.S.
 
316

 
331

 
(5
)
 
(2
)
 
(3
)
 
 
$
1,062

 
$
998

 
6

 
(1
)
 
7

 
 
 
 
 
 
 
 
 
 
 
Medical Supplies
 
 
 
 
 
 
 
 
 
 
   United States
 
$
773

 
$
758

 
2
 %
 
 %
 
2
 %
   Non-U.S.
 
100

 
100

 

 
(1
)
 
1

 
 
$
873

 
$
858

 
2

 

 
2

 
 
 
 
 
 
 
 
 
 
 
Covidien plc
 
 
 
 
 
 
 
 
 
 
   United States
 
$
3,361

 
$
3,224

 
4
 %
 
 %
 
4
 %
   Non-U.S.
 
2,798

 
2,620

 
7

 
(3
)
 
10

 
 
$
6,159

 
$
5,844

 
5

 
(2
)
 
7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Operational growth, a non-GAAP financial measure, measures the change in sales between current and prior year periods using a constant currency, the exchange rate in effect during the applicable prior year period. See description of non-GAAP financial measures contained in this release.





Covidien plc
Select Product Line Sales
Six Months Ended March 29, 2013 and March 30, 2012
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
 
 
 
 
 
March 29, 2013
 
March 30, 2012
 
Percent change
 
Currency impact
 
Operational growth (1)
 
 
 
 
 
 
 
 
 
 
 
Medical Devices
 
 
 
 
 
 
 
 
 
 
   Endomechanical Instruments
 
$
1,222

 
$
1,158

 
6
 %
 
(1
)%
 
7
 %
   Soft Tissue Repair Products
 
447

 
440

 
2

 
(1
)
 
3

   Energy Devices
 
685

 
639

 
7

 
(2
)
 
9

   Oximetry & Monitoring Products
 
491

 
427

 
15

 
(1
)
 
16

   Airway & Ventilation Products
 
385

 
366

 
5

 
(2
)
 
7

   Vascular Products
 
818

 
777

 
5

 
(2
)
 
7

 
 
 
 
 
 
 
 
 
 
 
Pharmaceuticals
 
 
 
 
 
 
 
 
 
 
   Specialty Pharmaceuticals
 
$
384

 
$
276

 
39
 %
 
 %
 
39
 %
   Active Pharmaceutical Ingredients
 
220

 
216

 
2

 

 
2

   Contrast Products
 
239

 
280

 
(15
)
 
(2
)
 
(13
)
   Radiopharmaceuticals
 
219

 
226

 
(3
)
 

 
(3
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Operational growth, a non-GAAP financial measure, measures the change in sales between current and prior year periods using a constant currency, the exchange rate in effect during the applicable prior year period. See description of non-GAAP financial measures contained in this release.