Acquisitions and License Agreements (Tables)

3 Months Ended

Dec. 25, 2015

Schedule of Fair Value of Identifiable Assets Acquired and Liabilities Assumed



	Therakos		Ikaria
Cash and cash equivalents	$	41.3	$	77.3
Inventory	23.5		26.3
Intangible assets	1,170.0		1,971.0
Goodwill (non-tax deductible)	431.7		793.7
Other assets, current and non-current ⁽¹⁾	42.1		172.9
Total assets acquired	1,708.6		3,041.2
Current liabilities	24.7		32.6
Other liabilities (non-current)	0.6		9.1
Deferred tax liabilities, net (non-current)	318.8		624.9
Total debt	344.8		1,121.0
Total liabilities assumed	688.9		1,787.6
Net assets acquired	$	1,019.7	$	1,253.6


(1)	This amount includes $22.0 million and $73.8 million, of accounts receivable for the Therakos Acquisition and the Ikaria Acquisition, respectively, which is also the gross contractual value.

Schedule of Reconciliation of Total Consideration to Net Assets Acquired

The following is a reconciliation of the total consideration to net assets acquired:



	Therakos		Ikaria
Total consideration, net of cash	$	978.4	$	1,176.3
Plus: cash assumed in acquisition	41.3		77.3
Net assets acquired	$	1,019.7	$	1,253.6

Schedule of Intangible Assets Acquired

Intangible assets acquired consist of the following:



Therakos	Amount		Amortization Period
Completed technology	$	1,170.0	15 years

The completed technology intangible asset relates to extracorporeal photopheresis treatment therapies. The fair value of the intangible asset was determined using the income approach, which is a valuation technique that provides an estimate of the fair value of the asset based on market participant expectations of cash flows the asset would generate. The cash flows were discounted commensurate with the level of risk associated with each asset or its projected cash flows. The completed technology intangible asset utilized a discount rate of 17.0%. Based on the Company's preliminary estimate, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce, future product and device development, anticipated synergies and the tax status of the transaction. The goodwill is not deductible for U.S. income tax purposes. All assets acquired are included within the Company's Specialty Brands segment.



Ikaria	Amount		Amortization Period
Completed technology	$	1,820.0	15 years
Trademark	70.0		22 years
In-process research and development - terlipressin	81.0		Non-Amortizable
	$	1,971.0

The completed technology and trademark intangible assets relate to Inomax. The fair values of the intangible assets were determined using the income approach. The cash flows were discounted at various discount rates commensurate with the level of risk associated with each asset or their projected cash flows. Completed technology, trademark and in-process research and development ("IPR&D") terlipressin intangibles utilized discount rates of 14.5%, 14.5%, and 17.0%, respectively. The IPR&D discount rate, for terlipressin, was developed after assigning a probability of success to achieving the projected cash flows based on the current stage of development, inherent uncertainty in the FDA approval process and risks associated with commercialization of a new product. Based on the Company's preliminary estimate, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce, future product and device development anticipated synergies and the tax status of the transaction. The goodwill is not deductible for U.S. income tax purposes. All assets acquired are included within the Company's Specialty Brands segment.

Schedule of Net Sales and Earnings by Acquiree

The amount of net sales and earnings included in the Company's results for the periods presented were as follows:



	Three Months Ended
	December 25, 2015			December 26, 2014
Net sales
Therakos	$	50.4		$	—
Ikaria	114.6			—
	$	165.0		$	—
Operating income
Therakos	$	(11.1	)	$	—
Ikaria	42.2			—
	$	31.1		$	—

Schedule of Intangible Asset Amortization by Acquiree

The amount of amortization on acquired intangible assets included within operating income for the periods presented was as follows:



	Three Months Ended
	December 25, 2015		December 26, 2014
Intangible asset amortization
Therakos	$	19.5	$	—
Ikaria	31.1		—
	$	50.6	$	—

Schedule of Acquisition-Related Costs by Acquiree

The amount of acquisition-related costs included with operating income for the periods presented was as follows:



	Three Months Ended
	December 25, 2015		December 26, 2014
Acquisition-related costs
Hemostasis products	$	0.9	$	—
Ikaria	0.2		—
	$	1.1	$	—

Schedule of Unaudited Pro Forma Information



	Three Months Ended
	December 25, 2015		December 26, 2014
Net sales	$	914.8	$	917.7
Income from continuing operations	126.0		95.0

Basic earnings per share from continuing operations	$	1.09	$	0.83
Diluted earnings per share from continuing operations	1.08		0.82