

20.	Condensed Consolidating Financial Statements

MIFSA, an indirectly 100%-owned subsidiary of Mallinckrodt plc, is the borrower under the 3.50% notes due April 2018 and the 4.75% notes due April 2023 (collectively, "the Notes"), which are fully and unconditionally guaranteed by Mallinckrodt plc. The following information provides the composition of the Company's comprehensive income, assets, liabilities, equity and cash flows by relevant group within the Company: Mallinckrodt plc as guarantor of the Notes, MIFSA as issuer of the Notes and the other subsidiaries. There are no subsidiary guarantees related to the Notes.

Set forth on the following pages are the condensed consolidating financial statements for the three months ended March 30, 2018 and March 31, 2017, and as of March 30, 2018 and December 29, 2017. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among Mallinckrodt plc, MIFSA and other subsidiaries. Condensed consolidating financial information for Mallinckrodt plc and MIFSA, on a standalone basis, has been presented using the equity method of accounting for subsidiaries.

MALLINCKRODT PLC

CONDENSED CONSOLIDATING BALANCE SHEET

As of March 30, 2018

(unaudited, in millions)



	Mallinckrodt plc		Mallinckrodt International Finance S.A.		Other Subsidiaries		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	1.4	$	212.8	$	297.7	$	—		$	511.9
Accounts receivable, net	—		—		321.5		—			321.5
Inventories	—		—		213.4		—			213.4
Prepaid expenses and other current assets	0.6		0.4		113.9		—			114.9
Notes receivable	—		—		—		—			—
Current assets held for sale	—		—		1,143.0		—			1,143.0
Intercompany receivables	131.5		25.3		281.3		(438.1		)	—
Total current assets	133.5		238.5		2,370.8		(438.1		)	2,304.7
Property, plant and equipment, net	—		—		426.7		—			426.7
Goodwill	—		—		3,674.0		—			3,674.0
Intangible assets, net	—		—		8,953.8		—			8,953.8
Investment in subsidiaries	6,037.4		23,408.7		11,619.9		(41,066.0		)	—
Intercompany loans receivable	517.1		—		4,823.2		(5,340.3		)	—
Other assets	—		—		157.3		—			157.3
Total Assets	$	6,688.0	$	23,647.2	$	32,025.7	$	(46,844.4	)	$	15,516.5

Liabilities and Shareholders' Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	322.0	$	0.1	$	—		$	322.1
Accounts payable	0.1		0.2		96.6		—			96.9
Accrued payroll and payroll-related costs	—		—		50.1		—			50.1
Accrued interest	—		80.9		0.6		—			81.5
Income taxes payable	—		—		20.2		—			20.2
Accrued and other current liabilities	1.6		0.7		365.7		—			368.0
Current liabilities held for sale	—		—		159.7		—			159.7
Intercompany payables	225.0		19.3		193.8		(438.1		)	—
Total current liabilities	226.7		423.1		886.8		(438.1		)	1,098.5
Long-term debt	—		6,256.1		235.4		—			6,491.5
Pension and postretirement benefits	—		—		66.8		—			66.8
Environmental liabilities	—		—		61.9		—			61.9
Deferred income taxes	—		—		871.3		—			871.3
Other income tax liabilities	—		—		125.3		—			125.3
Intercompany loans payable	—		5,340.3		—		(5,340.3		)	—
Other liabilities	—		7.8		332.1		—			339.9
Total Liabilities	226.7		12,027.3		2,579.6		(5,778.4		)	9,055.2
Shareholders' Equity	6,461.3		11,619.9		29,446.1		(41,066.0		)	6,461.3
Total Liabilities and Shareholders' Equity	$	6,688.0	$	23,647.2	$	32,025.7	$	(46,844.4	)	$	15,516.5

MALLINCKRODT PLC

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 29, 2017

(unaudited, in millions)



	Mallinckrodt plc		Mallinckrodt International Finance S.A.		Other Subsidiaries		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	0.7	$	908.8	$	351.4	$	—		$	1,260.9
Accounts receivable, net	—		—		275.4		—			275.4
Inventories	—		—		128.7		—			128.7
Prepaid expenses and other current assets	1.0		0.2		73.5		—			74.7
Notes receivable	—		—		154.0		—			154.0
Current assets held for sale	—		—		391.5		—			391.5
Intercompany receivables	70.0		173.4		831.4		(1,074.8		)	—
Total current assets	71.7		1,082.4		2,205.9		(1,074.8		)	2,285.2
Property, plant and equipment, net	—		—		413.2		—			413.2
Goodwill	—		—		3,482.7		—			3,482.7
Intangible assets, net	—		—		8,261.0		—			8,261.0
Long-term assets held for sale	—		—		742.7		—			742.7
Investment in subsidiaries	6,551.6		23,217.8		12,356.2		(42,125.6		)	—
Intercompany loans receivable	593.1		—		4,664.8		(5,257.9		)	—
Other assets	—		—		156.2		—			156.2
Total Assets	$	7,216.4	$	24,300.2	$	32,282.7	$	(48,458.3	)	$	15,341.0

Liabilities and Shareholders' Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	313.5	$	0.2	$	—		$	313.7
Accounts payable	0.1		—		77.2		—			77.3
Accrued payroll and payroll-related costs	—		—		78.4		—			78.4
Accrued interest	—		53.0		4.0		—			57.0
Income taxes payable	—		—		15.5		—			15.5
Accrued and other current liabilities	0.8		0.4		367.3		—			368.5
Current liabilities held for sale	—		—		140.0		—			140.0
Intercompany payables	693.5		104.6		276.7		(1,074.8		)	—
Total current liabilities	694.4		471.5		959.3		(1,074.8		)	1,050.4
Long-term debt	—		6,206.8		214.1		—			6,420.9
Pension and postretirement benefits	—		—		67.1		—			67.1
Environmental liabilities	—		—		62.8		—			62.8
Deferred income taxes	—		—		749.1		—			749.1
Other income tax liabilities	—		—		94.1		—			94.1
Long-term liabilities held for sale	—		—		22.6		—			22.6
Intercompany loans payable	—		5,257.9		—		(5,257.9		)	—
Other liabilities	—		7.8		344.2		—			352.0
Total Liabilities	694.4		11,944.0		2,513.3		(6,332.7		)	8,819.0
Shareholders' Equity	6,522.0		12,356.2		29,769.4		(42,125.6		)	6,522.0
Total Liabilities and Shareholders' Equity	$	7,216.4	$	24,300.2	$	32,282.7	$	(48,458.3	)	$	15,341.0

MALLINCKRODT PLC

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended March 30, 2018

(unaudited, in millions)



	Mallinckrodt plc			Mallinckrodt International Finance S.A.			Other Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	572.6		$	—		$	572.6
Cost of sales	0.2			—			295.6			—			295.8
Gross (loss) profit	(0.2		)	—			277.0			—			276.8
Selling, general and administrative expenses	6.4			0.2			185.8			—			192.4
Research and development expenses	0.5			—			63.6			—			64.1
Restructuring charges, net	—			—			23.1			—			23.1
Non-restructuring impairment charge	—			—			—			—			—
Gains on divestiture and license	—			—			—			—			—
Operating (loss) income	(7.1		)	(0.2		)	4.5			—			(2.8		)

Interest expense	(3.0		)	(101.2		)	(7.1		)	19.9			(91.4		)
Interest income	2.2			1.7			19.2			(19.9		)	3.2
Other income (expense), net	6.1			2.8			(4.3		)	—			4.6
Intercompany fees	(4.5		)	—			4.5			—			—
Equity in net (loss) income of subsidiaries	(12.9		)	175.4			79.2			(241.7		)	—
(Loss) income from continuing operations before income taxes	(19.2		)	78.5			96.0			(241.7		)	(86.4		)
Income tax benefit	(1.2		)	(0.8		)	(41.4		)	—			(43.4		)
(Loss) income from continuing operations	(18.0		)	79.3			137.4			(241.7		)	(43.0		)
(Loss) income from discontinued operations, net of income taxes	—			(0.1		)	25.1			—			25.0
Net (loss) income	(18.0		)	79.2			162.5			(241.7		)	(18.0		)
Other comprehensive loss, net of tax	(2.4		)	(2.4		)	(5.2		)	7.6			(2.4		)
Comprehensive (loss) income	$	(20.4	)	$	76.8		$	157.3		$	(234.1	)	$	(20.4	)

MALLINCKRODT PLC

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the three months ended March 31, 2017

(unaudited, in millions)



	Mallinckrodt plc			Mallinckrodt International Finance S.A.			Other Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	560.0		$	—		$	560.0
Cost of sales	—			—			259.9			—			259.9
Gross profit	—			—			300.1			—			300.1
Selling, general and administrative expenses	16.9			0.2			200.5			—			217.6
Research and development expenses	—			—			45.0			—			45.0
Restructuring charges, net	—			—			10.3			—			10.3
Gains on divestiture and license	—			—			(59.1		)	—			(59.1		)
Operating (loss) income	(16.9		)	(0.2		)	103.4			—			86.3

Interest expense	(3.3		)	(85.3		)	(20.2		)	14.6			(94.2		)
Interest income	1.1			0.3			14.1			(14.6		)	0.9
Other income (expense), net	15.4			(9.9		)	(85.4		)	—			(79.9		)
Intercompany fees	(5.5		)	—			5.5			—			—
Equity in net income of subsidiaries	408.7			597.0			500.5			(1,506.2		)	—
Income (loss) from continuing operations before income taxes	399.5			501.9			517.9			(1,506.2		)	(86.9		)
Income tax benefit	(2.0		)	(0.3		)	(39.7		)	—			(42.0		)
Income (loss) from continuing operations	401.5			502.2			557.6			(1,506.2		)	(44.9		)
(Loss) income from discontinued operations, net of income taxes	(2.3		)	(1.7		)	448.1			—			444.1
Net income	399.2			500.5			1,005.7			(1,506.2		)	399.2
Other comprehensive income, net of tax	62.6			62.6			125.0			(187.6		)	62.6
Comprehensive income	$	461.8		$	563.1		$	1,130.7		$	(1,693.8	)	$	461.8

MALLINCKRODT PLC

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the three months ended March 30, 2018

(unaudited, in millions)



	Mallinckrodt plc			Mallinckrodt International Finance S.A.			Other Subsidiaries			Eliminations			Consolidated
Cash Flows From Operating Activities:
Net cash from operating activities	$	459.0		$	201.1		$	776.5		$	(1,418.8	)	$	17.8
Cash Flows From Investing Activities:
Capital expenditures	—			—			(34.3		)	—			(34.3		)
Acquisitions, net of cash acquired	—			—			(699.9		)	—			(699.9		)
Proceeds from divestitures, net of cash	—			—			298.3			—			298.3
Intercompany loan investment, net	(412.2		)	(85.3		)	430.7			66.8			—
Investment in subsidiary	—			(121.8		)	—			121.8			—
Other	—			—			8.3			—			8.3
Net cash from investing activities	(412.2		)	(207.1		)	3.1			188.6			(427.6		)
Cash Flows From Financing Activities:
Issuance of external debt	—			600.0			26.8			—			626.8
Repayment of external debt and capital leases	—			(530.6		)	(371.6		)	—			(902.2		)
Debt financing costs	—			(12.0		)	—			—			(12.0		)
Proceeds from exercise of share options	—			—			—			—			—
Repurchase of shares	(46.6		)	—			—			—			(46.6		)
Intercompany loan borrowings, net	—			66.8			—			(66.8		)	—
Intercompany dividends	—			(814.2		)	(604.6		)	1,418.8			—
Capital contribution	—			—			121.8			(121.8		)	—
Other	0.5			—			(5.3		)	—			(4.8		)
Net cash from financing activities	(46.1		)	(690.0		)	(832.9		)	1,230.2			(338.8		)
Effect of currency rate changes on cash	—			—			(0.3		)	—			(0.3		)
Net change in cash, cash equivalents and restricted cash	0.7			(696.0		)	(53.6		)	—			(748.9		)
Cash, cash equivalents and restricted cash at beginning of period	0.7			908.8			369.6			—			1,279.1
Cash, cash equivalents and restricted cash at end of period	$	1.4		$	212.8		$	316.0		$	—		$	530.2

Cash and cash equivalents at end of period	$	1.4		$	212.8		$	297.7		$	—		$	511.9
Restricted Cash, included in other assets at end of period	—			—			18.3			—			18.3
Cash, cash equivalents and restricted cash at end of period	$	1.4		$	212.8		$	316.0		$	—		$	530.2

MALLINCKRODT PLC

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the three months ended March 31, 2017

(unaudited, in millions)



	Mallinckrodt plc			Mallinckrodt International Finance S.A.			Other Subsidiaries			Eliminations			Consolidated
Cash Flows From Operating Activities:
Net cash from operating activities	$	1,177.5		$	134.8		$	1,062.6		$	(2,472.3	)	$	(97.4	)
Cash Flows From Investing Activities:
Capital expenditures	—			—			(52.6		)	—			(52.6		)
Acquisitions, net of cash acquired	—			—			—			—			—
Proceeds from divestitures, net of cash	—			—			576.9			—			576.9
Intercompany loan investment, net	(900.9		)	—			(724.0		)	1,624.9			—
Investment in subsidiary	—			(307.9		)	—			307.9			—
Other	—			—			(10.8		)	—			(10.8		)
Net cash from investing activities	(900.9		)	(307.9		)	(210.5		)	1,932.8			513.5
Cash Flows From Financing Activities:
Issuance of external debt	—			—			25.0			—			25.0
Repayment of external debt and capital leases	—			(183.5		)	(50.4		)	—			(233.9		)
Debt financing costs	—			(12.5		)	(0.5		)	—			(13.0		)
Proceeds from exercise of share options	2.1			—			0.1			—			2.2
Repurchase of shares	(279.6		)	—			—			—			(279.6		)
Intercompany loan borrowings, net	—			1,624.9			—			(1,624.9		)	—
Intercompany dividends	—			(1,170.0		)	(1,302.3		)	2,472.3			—
Capital contribution	—			—			307.9			(307.9		)	—
Other	0.8			—			0.2			—			1.0
Net cash from financing activities	(276.7		)	258.9			(1,020.0		)	539.5			(498.3		)
Effect of currency rate changes on cash	—			—			—			—			—
Net change in cash, cash equivalents and restricted cash	(0.1		)	85.8			(167.9		)	—			(82.2		)
Cash, cash equivalents and restricted cash at beginning of period	0.5			44.5			316.1			—			361.1
Cash, cash equivalents and restricted cash at end of period	$	0.4		$	130.3		$	148.2		$	—		$	278.9

Cash and cash equivalents at end of period	$	0.4		$	130.3		$	129.1		$	—		$	259.8
Restricted Cash, included in other assets at end of period	—			—			19.1			—			19.1
Cash, cash equivalents and restricted cash at end of period	$	0.4		$	130.3		$	148.2		$	—		$	278.9