---

•	Unaudited Pro Forma Condensed Combined Statement of Income for the year ended September 27, 2013;

•	Unaudited Pro Forma Condensed Combined Statement of Income for the three months ended December 27, 2013;

•	Unaudited Pro Forma Condensed Combined Balance Sheet as of December 27, 2013; and

•	Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

---

---

(1)	Registration Statement (Form S-8 No. 333-189716 ) pertaining to the Employee Matters Agreement Equity Awards plan of Mallinckrodt plc,

(2)	Registration Statement (Form S-8 No. 333-189712) pertaining to the Mallinckrodt Pharmaceuticals Stock and Incentive Plan of Mallinckrodt plc, and

(3)	Registration Statement (Form S-8 No. 333-189712) pertaining to the Mallinckrodt Pharmaceuticals Employee Stock Purchase Plan and Mallinckrodt Pharmaceuticals Savings Related Share Plan of Mallinckrodt plc;

---

---

---

---

---

---

---

a.

Reflects the removal of separation costs directly related to the Separation that were incurred during the historical period. These costs were primarily for legal, tax, accounting and other professional fees. Separation costs remaining in the pro forma unaudited condensed combined statements of income primarily represent share-based compensation related to the conversion of Covidien equity awards to Mallinckrodt equity awards and costs under the Company's transition services agreement with Covidien.

b.

In April 2013, in connection with the Separation, MIFSA, a wholly-owned subsidiary of the Company, issued $300.0 million aggregate principal amount of 3.50% senior unsecured notes due April 2018 and $600.0 million aggregate principal amount of 4.75% senior unsecured notes due April 2023 (collectively, "the Notes"). In advance of the issuance of the Notes, the Company entered into three forward interest rate lock contracts to hedge against the variability in market interest rates, which collectively resulted in losses of $7.6 million at settlement. The Company incurred $9.9 million in deferred financing costs associated with the Notes. In addition, the Notes had original issue discount of $1.9 million associated with them. The following pro forma adjustments were made in the unaudited pro forma condensed combined statement of income to reflect the impact of these transactions on interest expense:

c.

Reflects the removal of the tax benefit associated with separation costs which, due to the tax free nature of the Separation, was only $2.9 million. Also represents a $34.2 million decrease in income tax expense for the fiscal year ended September 27, 2013 due to changes in the internal capital structure resulting from the reorganization of the Company's legal entities to facilitate the Separation.

d.

The preliminary estimate of the fair value of the identifiable intangible asset, which relates to Cadence's sole product, Ofirmev, is $1.3 billion. For the purpose of determining additional pro forma amortization expense to be recorded in the unaudited pro forma condensed combined statements of income, the Ofirmev intangible asset was assumed to have a useful life of eight years and was amortized on a straight-line basis. For the fiscal year ended September 27, 2013, historical Cadence patent amortization of $1.3 million was removed from cost of sales and $162.5 million of amortization was recorded for the Ofirmev intangible asset. For the three months ended December 27, 2013, historical Cadence patent amortization of $0.3 million was removed from cost of sales and $40.6 million of amortization was recorded for the Ofirmev intangible asset.

e.	Shipping and handling costs of $1.9 million for the fiscal year ended September 27, 2013 and $0.8 million for the three months ended December 27, 2013 have been reclassified in the unaudited pro forma condensed combined statements of income from cost of sales to selling, general and administrative expenses to conform with the Company's accounting policies.

f.

In connection with the closing of the acquisition, the Company terminated Cadence's existing directors and officers ("D&O") insurance policy and purchased a D&O insurance tail program providing six years of coverage for a net payment of $1.1 million, which will be amortized over the six-year coverage period. The pro forma adjustments for the fiscal year ended September 27, 2013 include $0.2 million in amortization. Pro forma amortization for the three months ended December 27, 2013 was immaterial.

---

g.

In connection with the acquisition, the Company entered into senior secured credit facilities consisting of a $1.3 billion term loan facility, with quarterly principal payments of $3.3 million and the remainder due 2021, and a $250.0 million revolving credit facility due 2019, which was not utilized in the acquisition (collectively, "the Facilities"). The Company incurred $32.4 million in deferred financing costs associated with the Facilities. In addition, the term loan facility had original issue discount of $3.3 million associated with it. The Company also repaid Cadence's existing debt in connection with the acquisition. The following pro forma adjustments were made in the unaudited pro forma condensed combined statements of income to reflect the impact of these transactions on interest expense:

(1)

Interest expense on the variable rate term loan facility has been calculated using the interest rate in effect as of March 28, 2014, or 3.50%. If the interest rate in effect were to have increased 1/8 of a percent during the periods presented, the interest expense on the Facilities would have been $46.9 million for the fiscal year ended September 27, 2013 and $11.7 million for the three months ended December 27, 2013.

h.

Reflects a reduction to tax expense of $61.9 million and $15.5 million for the fiscal year ended September 27, 2013 and the three months ended December 27, 2013, respectively, associated with the tax effects of the pro forma adjustments at the applicable statutory income tax rates. Also includes a reduction to tax expense of $37.8 million and $9.0 million for the fiscal year ended September 27, 2013 and the three months ended December 27, 2013, respectively, due to the increase in interest expense as well as changes in the internal capital structure resulting from the acquisition. Finally, represents a reduction to tax expense of $15.0 million and $1.5 million for the fiscal year ended September 27, 2013 and the three months ended December 27, 2013, respectively, associated with the recognition of the tax benefit from the removal of the valuation allowance on current year's net operating losses that become realizable as a result of the acquisition.

a.	The following pro forma adjustments were made in the unaudited pro forma condensed combined balance sheet to reflect the impact of the acquisition and related financing transactions on cash and cash equivalents:

b.

Reflects the estimated fair value adjustment to step-up Cadence's inventory to the preliminary fair value of $21.0 million. This step-up in inventory will increase cost of sales as the acquired inventory is sold, which the Company estimates will be within six months from the date of acquisition. As there is no continuing impact, the effect on cost of sales from the inventory step-up is not included in the unaudited pro forma condensed combined statements of income.

---

c.

Represents a current deferred tax asset of $175.4 million and a non-current deferred tax liability of $473.5 million, primarily resulting from fair value adjustments for the inventory and identifiable intangible asset, as well as the removal of Cadence's historical valuation allowances. The estimate of deferred taxes from fair value adjustments was determined based on the excess of book basis from fair value accounting over the tax basis of the inventory and identifiable intangible assets at a 38.5% weighted-average statutory tax rate of the U.S., where Cadence's taxable income has historically been generated.

d.	Based on the Company's preliminary estimate, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill of approximately $290.8 million, which represents the assembled workforce, anticipated synergies and the tax-free nature of the transaction. The goodwill is not deductible for U.S. income tax purposes.

e.

Reflects the removal of Cadence's existing intangible assets and the preliminary fair value of the indentifiable intangible asset acquired of $1.3 billion. The intangible asset represents the rights to the technology and patents of Cadence's sole product, Ofirmev, and is expected to be amortized on a straight-line basis over a useful life of eight years. 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 the cash flows an asset would generate over its remaining useful life. The cash flows were discounted at an 13% rate.

f.	The following pro forma adjustments were made in the unaudited pro forma condensed combined balance sheet to reflect the impact of the financing transactions and repayment of Cadence's debt obligations on other assets and liabilities. Impact of the following transactions on cash and cash equivalents is included within pro forma adjustment "a".

g.	In connection with the closing of the acquisition, the Company terminated Cadence's existing D&O insurance policy and purchased a D&O insurance tail program providing six years of coverage. The pro forma adjustments include the net payment of $1.1 million, which will be amortized over the six-year coverage period.

h.	Of the $32.4 million deferred financing costs incurred with the Facilities, only $30.9 million were included in the cash outflows on the date of the acquisition. As such, the remaining $1.5 million are reflected as an increase to accounts payable in the unaudited pro forma condensed combined balance sheet.

i.	Cadence's historical equity accounts (the total of which is equal to its net book value) were eliminated as a result of the acquisition.

j.

Acquisition-related costs of $43.0 million paid at the acquisition date are reflected as a reduction to retained earnings in the unaudited pro forma condensed combined balance sheet. The costs, which are expensed as incurred, include investment banking fees, filing fees, legal fees, accounting fees and other costs directly related to the acquisition. Additionally, the $0.6 million of deferred financing costs related to the terminated revolving credit facility that were written-off as part of the financing transactions are reflected as a reduction to retained earnings.