Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document And Entity Information [Abstract] | ' |
Document Type | '8-K |
Amendment Flag | 'false |
Document Period End Date | 31-Dec-13 |
Trading Symbol | 'ACT |
Entity Registrant Name | 'ACTAVIS PLC |
Entity Central Index Key | '0001578845 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $329 | $319 |
Marketable securities | 2.5 | 9 |
Accounts receivable, net | 1,404.90 | 1,330.90 |
Inventories, net | 1,786.30 | 1,546.50 |
Prepaid expenses and other current assets | 409.2 | 323.6 |
Assets held for sale | 271 | ' |
Deferred tax assets | 231.8 | 309.3 |
Total current assets | 4,434.70 | 3,838.30 |
Property, plant and equipment, net | 1,616.80 | 1,485 |
Investments and other assets | 137.5 | 91.2 |
Deferred tax assets | 104.8 | 61.8 |
Product rights and other intangibles | 8,234.50 | 3,784.30 |
Goodwill | 8,197.60 | 4,854.20 |
Total assets | 22,725.90 | 14,114.80 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 2,343.20 | 2,467.90 |
Income taxes payable | 96.6 | 68.1 |
Current portion of long-term debt and capital leases | 534.6 | 176.2 |
Deferred revenue | 38.8 | 32.3 |
Liabilities held for sale | 246.6 | ' |
Deferred tax liabilities | 35.1 | 4.8 |
Total current liabilities | 3,294.90 | 2,749.30 |
Long-term debt and capital leases | 8,517.40 | 6,257.10 |
Deferred revenue | 40.1 | 11.3 |
Other long-term liabilities | 326.2 | 162.6 |
Other taxes payable | 187.3 | 70.3 |
Deferred tax liabilities | 822.9 | 1,007.80 |
Total liabilities | 13,188.80 | 10,258.40 |
Commitments and contingencies | ' | ' |
Equity: | ' | ' |
Ordinary Shares; $0.0001 and $0.0033 par value per share; 1,000.0 million shares authorized, 174.2 million and 138.0 million shares issued and 174.2 million and 127.7 million shares outstanding, respectively | ' | 0.4 |
Additional paid-in capital | 8,012.60 | 1,956.70 |
Retained earnings | 1,432.30 | 2,182.70 |
Accumulated other comprehensive income | 90.5 | 36.8 |
Treasury shares, at cost; 18.3 thousand and 10.3 million shares held, respectively | -3.3 | -342.8 |
Total stockholders' equity | 9,532.10 | 3,833.80 |
Noncontrolling interest | 5 | 22.6 |
Total equity | 9,537.10 | 3,856.40 |
Total liabilities and equity | $22,725.90 | $14,114.80 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Ordinary Shares, par value | $0.00 | $0.00 |
Ordinary Shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Ordinary Shares, shares issued | 174,200,000 | 138,000,000 |
Ordinary Shares, shares outstanding | 174,200,000 | 127,700,000 |
Treasury shares, shares | 18,300 | 10,300,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Net revenues | $8,677.60 | $5,914.90 | $4,584.40 |
Operating expenses: | ' | ' | ' |
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 4,690.70 | 3,394.30 | 2,566.50 |
Research and development | 616.9 | 402.5 | 306.6 |
Selling and marketing | 1,020.30 | 546.5 | 401.8 |
General and administrative | 1,027.50 | 625.3 | 353.1 |
Amortization | 842.7 | 481.1 | 354.3 |
Goodwill impairment | 647.5 | ' | ' |
Loss on assets held for sale | 42.7 | ' | ' |
Loss on asset sales, impairments and contingent consideration adjustment, net | 212.5 | 149.5 | 78.7 |
Total operating expenses | 9,100.80 | 5,599.20 | 4,061 |
Operating (loss) / income | -423.2 | 315.7 | 523.4 |
Non-Operating income (expense): | ' | ' | ' |
Interest income | 4.8 | 2.5 | 2.1 |
Interest expense | -239.8 | -111.6 | -69 |
Other income (expense), net | 19.8 | 38.5 | -0.5 |
Total other income (expense), net | -215.2 | -70.6 | -67.4 |
(Loss)/income before income taxes and noncontrolling interest | -638.4 | 245.1 | 456 |
Provision for income taxes | 112.7 | 146.8 | 196.9 |
Net (loss)/income | -751.1 | 98.3 | 259.1 |
Loss/(income) attributable to noncontrolling interest | 0.7 | -1 | 1.8 |
Net (loss)/income attributable to common shareholders | ($750.40) | $97.30 | $260.90 |
(Loss)/earnings per share attributable to common shareholders: | ' | ' | ' |
Basic | ($5.27) | $0.77 | $2.10 |
Diluted | ($5.27) | $0.76 | $2.06 |
Weighted average shares outstanding: | ' | ' | ' |
Basic | 142.3 | 125.8 | 124.5 |
Diluted | 142.3 | 128.4 | 126.5 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) / Income (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' |
Net (loss)/income | ($751.10) | $98.30 | $259.10 |
Other comprehensive income / (loss) | ' | ' | ' |
Foreign currency translation gains / (losses) | 48.4 | 113.3 | -64.9 |
Unrealized gains / (losses), net of tax | 5.3 | ' | -8.3 |
Reclassification for gains included in net income, net of tax | ' | ' | -0.8 |
Total other comprehensive income (loss), net of tax | 53.7 | 113.3 | -74 |
Comprehensive (loss) / income | -697.4 | 211.6 | 185.1 |
Comprehensive loss / (income) attributable to noncontrolling interest | 0.7 | -1 | 1.8 |
Comprehensive (loss) / income attributable to common shareholders | ($696.70) | $210.60 | $186.90 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash Flows From Operating Activities: | ' | ' | ' |
Net (loss)/income | ($751.10) | $98.30 | $259.10 |
Reconciliation to net cash provided by operating activities: | ' | ' | ' |
Depreciation | 202 | 97.5 | 93.6 |
Amortization | 842.7 | 481.1 | 354.3 |
Provision for inventory reserve | 113.8 | 62.5 | 44.4 |
Share-based compensation | 133.6 | 48.8 | 39.8 |
Deferred income tax benefit | -275 | -221 | -126.9 |
(Earnings)/ loss on equity method investments | -5.7 | -1.3 | 4.5 |
Gain on sale of securities | ' | -28.8 | -0.8 |
Goodwill impairment | 647.5 | ' | ' |
Loss on asset sales and impairment, net | 60.8 | 58.7 | 76.3 |
Amortization of inventory step up | 267 | 44.1 | 10 |
Loss on foreign exchange derivatives | ' | 70.4 | ' |
Amortization of deferred financing costs | 10.3 | 40.6 | ' |
(Decrease) / increase in allowance for doubtful accounts | -0.3 | 3.6 | 2.3 |
Accretion of preferred stock and contingent payment consideration | 11.4 | 21.5 | 14.6 |
Contingent consideration fair value adjustment | 148.6 | -19.5 | ' |
Excess tax benefit from stock-based compensation | -69 | -13.7 | -14.6 |
Impact of assets held for sale | 42.7 | ' | ' |
Other, net | -2.2 | 3.3 | -0.2 |
Changes in assets and liabilities (net of effects of acquisitions): | ' | ' | ' |
Decrease / (increase) in accounts receivable, net | 19.1 | 371.1 | -590.9 |
Decrease / (increase) in inventories | -213.1 | -50.3 | -292.2 |
Decrease / (increase) in prepaid expenses and other current assets | 49.9 | -41.6 | 43.5 |
Increase / (decrease) in accounts payable and accrued expenses | -20.4 | -222.7 | 671.8 |
Increase / (decrease) in deferred revenue | 28.2 | -14.9 | -8.7 |
Increase / (decrease) in income and other taxes payable | 7.4 | -130.6 | 85.5 |
Increase / (decrease) in other assets and liabilities | -34.7 | 8.7 | -33.4 |
Total adjustments | 1,964.60 | 567.5 | 372.9 |
Net cash provided by operating activities | 1,213.50 | 665.8 | 632 |
Cash Flows From Investing Activities: | ' | ' | ' |
Additions to property, plant and equipment | -177.9 | -137.5 | -126.7 |
Additions to product rights and other intangibles | -130 | -9 | -18.7 |
Additions to marketable securities and other investments | ' | -5.2 | -13.6 |
Proceeds from sales of property, plant and equipment | 7.1 | 8 | 6.7 |
Proceeds from sales of marketable securities and other investments | 33.2 | 58.9 | 6.1 |
Proceeds from sales of divested products | 4.5 | 232.5 | ' |
Acquisition of business, net of cash acquired | -15.1 | -5,742.80 | -575.1 |
Investment in foreign exchange derivative | ' | -156.7 | ' |
Other investing activities, net | 2.9 | 2.8 | 2.3 |
Net cash (used in) investing activities | -275.3 | -5,749 | -719 |
Cash Flows From Financing Activities: | ' | ' | ' |
Proceeds from issuance of long-term debt | 1,882.30 | 5,665.50 | ' |
Proceeds from borrowings on revolving credit facility | 555 | 375 | 400 |
Debt issuance costs | -7.4 | -77.8 | ' |
Principal payments on debt, including the revolving credit facility | -3,229.50 | -679.7 | -428.8 |
Proceeds from stock plans | 48 | 18.8 | 54.9 |
Payment of contingent consideration | -4.3 | -105.3 | -4.5 |
Repurchase of ordinary shares | -170 | -16.1 | -14.2 |
Acquisition of noncontrolling interest | -10.4 | -4.5 | -5.6 |
Excess tax benefit from stock-based compensation | 69 | 13.7 | 14.6 |
Net cash (used in) provided by financing activities | -867.3 | 5,189.60 | 16.4 |
Effect of currency exchange rate changes on cash and cash equivalents | -23.9 | 3.3 | -2.9 |
Less: Cash held for sale | -37 | ' | ' |
Net increase / (decrease) in cash and cash equivalents | 10 | 109.7 | -73.5 |
Cash and cash equivalents at beginning of period | 319 | 209.3 | 282.8 |
Cash and cash equivalents at end of period | 329 | 319 | 209.3 |
Cash paid during the year for: | ' | ' | ' |
Interest | 226.5 | 56.7 | 48.9 |
Income taxes, net of refunds | 380.1 | 489 | 223.4 |
Schedule of Non-Cash Investing Activities: | ' | ' | ' |
Acquisition of Warner Chilcott net assets | 5,654.40 | ' | ' |
Warner Chilcott [Member] | ' | ' | ' |
Reconciliation to net cash provided by operating activities: | ' | ' | ' |
Share-based compensation | 45.4 | ' | ' |
Schedule of Non-Cash Financing Activities: | ' | ' | ' |
Shares issued in connection with Acquisition | 5,833.90 | ' | ' |
Actavis Group [Member] | ' | ' | ' |
Schedule of Non-Cash Financing Activities: | ' | ' | ' |
Shares issued in connection with Acquisition | $486.30 | ' | ' |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Actavis Plc [Member] | Warner Chilcott [Member] | Ordinary Shares [Member] | Ordinary Shares [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss)/Income [Member] | Treasury Shares [Member] |
In Millions, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | Actavis Plc [Member] | Warner Chilcott [Member] | USD ($) | Actavis Plc [Member] | Warner Chilcott [Member] | USD ($) | USD ($) | USD ($) |
USD ($) | USD ($) | |||||||||||
Balance at Dec. 31, 2010 | $3,281.70 | ' | ' | $0.40 | ' | ' | $1,771.80 | ' | ' | $1,824.50 | ($2.50) | ($312.50) |
Balance, shares at Dec. 31, 2010 | ' | ' | ' | 135.5 | ' | ' | ' | ' | ' | ' | ' | -9.7 |
Comprehensive income: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to common shareholders | 260.9 | ' | ' | ' | ' | ' | ' | ' | ' | 260.9 | ' | ' |
Other comprehensive income (loss), net of tax | -74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -74 | ' |
Comprehensive (loss) / income attributable to common shareholders | 186.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 39.8 | ' | ' | ' | ' | ' | 39.8 | ' | ' | ' | ' | ' |
Ordinary shares issued under employee stock plans | 54.8 | ' | ' | ' | ' | ' | 54.8 | ' | ' | ' | ' | ' |
Ordinary shares issued under employee stock plans, shares | ' | ' | ' | 1.6 | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefits from exercise of options | 14.6 | ' | ' | ' | ' | ' | 14.6 | ' | ' | ' | ' | ' |
Repurchase of ordinary shares | -14.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -14.2 |
Repurchase of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -0.3 |
Balance at Dec. 31, 2011 | 3,563.60 | ' | ' | 0.4 | ' | ' | 1,881 | ' | ' | 2,085.40 | -76.5 | -326.7 |
Balance, shares at Dec. 31, 2011 | ' | ' | ' | 137.1 | ' | ' | ' | ' | ' | ' | ' | -10 |
Comprehensive income: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to common shareholders | 97.3 | ' | ' | ' | ' | ' | ' | ' | ' | 97.3 | ' | ' |
Other comprehensive income (loss), net of tax | 113.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 113.3 | ' |
Comprehensive (loss) / income attributable to common shareholders | 210.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 48.1 | ' | ' | ' | ' | ' | 48.1 | ' | ' | ' | ' | ' |
Ordinary shares issued under employee stock plans | 18.8 | ' | ' | ' | ' | ' | 18.8 | ' | ' | ' | ' | ' |
Ordinary shares issued under employee stock plans, shares | ' | ' | ' | 0.9 | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefits from exercise of options | 13.7 | ' | ' | ' | ' | ' | 13.7 | ' | ' | ' | ' | ' |
Acquisition of noncontrolling interest | -4.9 | ' | ' | ' | ' | ' | -4.9 | ' | ' | ' | ' | ' |
Repurchase of ordinary shares | -16.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -16.1 |
Repurchase of common stock, shares | 0.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -0.3 |
Balance at Dec. 31, 2012 | 3,833.80 | ' | ' | 0.4 | ' | ' | 1,956.70 | ' | ' | 2,182.70 | 36.8 | -342.8 |
Balance, shares at Dec. 31, 2012 | ' | ' | ' | 138 | ' | ' | ' | ' | ' | ' | ' | -10.3 |
Comprehensive income: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to common shareholders | -750.4 | ' | ' | ' | ' | ' | ' | ' | ' | -750.4 | ' | ' |
Other comprehensive income (loss), net of tax | 53.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53.7 | ' |
Comprehensive (loss) / income attributable to common shareholders | -696.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ordinary shares issued in connection with Acquisition | ' | 486.3 | 5,833.90 | ' | ' | ' | ' | 486.3 | 5,833.90 | ' | ' | ' |
Ordinary shares issued in connection with Acquisition, shares | ' | ' | ' | ' | 5.5 | 40.4 | ' | ' | ' | ' | ' | ' |
Result of contribution of Actavis, Inc. to Actavis plc | ' | ' | ' | -0.4 | ' | ' | -509.1 | ' | ' | ' | ' | 509.5 |
Result of contribution of Actavis, Inc. to Actavis plc, shares | ' | ' | ' | -11.5 | ' | ' | ' | ' | ' | ' | ' | 11.5 |
Share-based compensation | 132.1 | ' | ' | ' | ' | ' | 132.1 | ' | ' | ' | ' | ' |
Ordinary shares issued under employee stock plans | 48 | ' | ' | ' | ' | ' | 48 | ' | ' | ' | ' | ' |
Ordinary shares issued under employee stock plans, shares | ' | ' | ' | 1.8 | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefits from exercise of options | 69 | ' | ' | ' | ' | ' | 69 | ' | ' | ' | ' | ' |
Acquisition of noncontrolling interest | -4.3 | ' | ' | ' | ' | ' | -4.3 | ' | ' | ' | ' | ' |
Repurchase of ordinary shares | -170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -170 |
Repurchase of common stock, shares | 1.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1.2 |
Balance at Dec. 31, 2013 | $9,532.10 | ' | ' | ' | ' | ' | $8,012.60 | ' | ' | $1,432.30 | $90.50 | ($3.30) |
Balance, shares at Dec. 31, 2013 | ' | ' | ' | 174.2 | ' | ' | ' | ' | ' | ' | ' | ' |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Description of Business | ' |
NOTE 1 — Description of Business | |
Actavis plc (formerly known as Actavis Limited) is an integrated global specialty pharmaceutical company engaged in the development, manufacturing, marketing, sale and distribution of generic, branded generic, brand name (“brand”, “branded” or “specialty brand”), biosimilar and over-the-counter (“OTC”) pharmaceutical products. The Company also develops and out-licenses generic pharmaceutical products primarily in Europe through our Medis third-party business. Following the renaming of the Company (discussed below) in January of 2013, the Company changed the name of the Company’s three reporting segments, the effect of which remained through December 31, 2013. The Global Generics segment became “Actavis Pharma,” Global Brands became “Actavis Specialty Brands,” and Distribution became “Anda Distribution.” In January 2014, the Company organized its business into two operating segments: Actavis Pharma and Anda Distribution. The Actavis Pharma segment includes patent-protected products, certain trademarked off-patent pharmaceutical products that we sell and market as branded pharmaceutical products, and off-patent pharmaceutical products that are therapeutically equivalent to proprietary products. The Anda Distribution segment distributes generic and brand pharmaceutical products manufactured by third parties, as well as by the Company, primarily to independent pharmacies, pharmacy chains, pharmacy buying groups and physicians’ offices. The Anda Distribution segment operating results exclude sales of products developed, acquired, or licensed by the Actavis Pharma segment. These financial statements have been revised to reflect this change. | |
The Company operates manufacturing, distribution, research and development (“R&D”) and administrative facilities in many of the world’s established and growing international markets, including the United States of America (“U.S.”), Canada and Puerto Rico (together “North America”), and its key international markets around the world (“International”). |
Formation_of_the_Company
Formation of the Company | 12 Months Ended |
Dec. 31, 2013 | |
Regulated Operations [Abstract] | ' |
Formation of the Company | ' |
NOTE 2 — Formation of the Company | |
Actavis plc was incorporated in Ireland on May 16, 2013 as a private limited company and re-registered effective September 18, 2013 as a public limited company. It was established for the purpose of facilitating the business combination between Actavis, Inc. and Warner Chilcott plc (“Warner Chilcott”). On October 1, 2013, pursuant to the transaction agreement dated May 19, 2013 among Actavis, Inc., Warner Chilcott, the Company, Actavis Ireland Holding Limited, Actavis W.C. Holding LLC (now known as Actavis W.C. Holding Inc.) and Actavis W.C. Holding 2 LLC (now known as Actavis W.C. Holding 2 Inc.) (“MergerSub”), (i) the Company acquired Warner Chilcott (the “Warner Chilcott Acquisition”) pursuant to a scheme of arrangement under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 where each Warner Chilcott ordinary share was converted into 0.160 of a Company ordinary share (the “Company Ordinary Shares”), or $5,833.9 million in equity consideration, and (ii) MergerSub merged with and into Actavis, Inc., with Actavis, Inc. as the surviving corporation in the merger (the “Merger” and, together with the Warner Chilcott Acquisition, the “Transactions”). Following the consummation of the Transactions, each of Actavis, Inc. and Warner Chilcott became wholly-owned subsidiaries of the Company. Each of Actavis, Inc.’s common shares was converted into one Company Ordinary Share. | |
The issuance of the Company Ordinary Shares in connection with the Transactions was registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-4 (File No. 333-189402) filed with the Securities and Exchange Commission and declared effective on July 31, 2013. | |
Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is the successor issuer to Actavis, Inc. and to Warner Chilcott. The Company Ordinary Shares are deemed to be registered under Section 12(b) of the Exchange Act, and the Company is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder. The Company’s Ordinary Shares were approved for listing on the New York Stock Exchange (“NYSE”) and trade under the symbol “ACT”. | |
On October 31, 2012, Watson Pharmaceuticals, Inc. completed the acquisition of the Actavis Group for a cash payment of €4,219.7 million, or approximately $5,469.8 million, and contingent consideration of up to 5.5 million newly issued shares of Actavis, Inc. which have since been issued (the “Actavis Group Acquisition”). Watson Pharmaceuticals, Inc.’s Common Stock traded on the NYSE under the symbol “WPI” until close of trading on January 23, 2013, at which time Watson Pharmaceuticals, Inc. changed its corporate name to “Actavis, Inc.” and changed its ticker symbol to “ACT.” | |
References throughout to “we,” “our,” “us,” the “Company” or “Actavis” refer to financial information and transactions of Watson Pharmaceuticals, Inc. prior to January 23, 2013, Actavis, Inc. from January 23, 2013 until October 1, 2013 and Actavis plc subsequent to October 1, 2013. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||||||||||
NOTE 3 — Summary of Significant Accounting Policies | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of financial position, results of operations and cash flows for the periods presented. | |||||||||||||||||||||||||
The Company’s consolidated financial statements include the financial results of all acquired companies subsequent to the acquisition date. | |||||||||||||||||||||||||
Revision | |||||||||||||||||||||||||
In the first quarter of 2014, the Company realigned its global strategic business structure. Prior to the realignment, the Company operated and managed its business as three distinct operating segments: Actavis Pharma, Actavis Specialty Brands and Anda Distribution. Under the new organizational structure, generics, specialty brands, branded generics and third-party commercial operations have been consolidated into a single new division. As a result of the realignment, the Company organized its business into two operating segments: Actavis Pharma and Anda Distribution. The Actavis Pharma segment includes patent-protected products and certain trademarked off-patent products that the Company sells and markets as brand pharmaceutical products and off-patent pharmaceutical products that are therapeutically equivalent to proprietary products. The Anda Distribution segment distributes generic and brand pharmaceutical products manufactured by third parties, as well as by the Company, primarily to independent pharmacies, pharmacy chains, pharmacy buying groups and physicians’ offices. The Anda Distribution segment operating results exclude sales of products developed, acquired, or licensed by the Actavis Pharma segment. The Company has revised its previously filed financial statements for this change. These revisions do not impact the consolidated balance sheet, the consolidated statement of operations, the consolidated statement of comprehensive (loss) / income, the consolidated statement of cash flows or the consolidated statement of stockholders’ equity. | |||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||
The Company has made certain reclassifications to prior period information to conform to the current period presentation, including (i) the revisions discussed above to segment reporting, (ii) the reclassification of contingent consideration accretion expense from interest expense into operating expenses, which includes the by quarter impact on the year ended December 31, 2012 as seen in “Schedule II” and (iii) expanding the categories disclosed in the accompanying footnotes related to accounts payable and accrued expenses, revenues by therapeutic category and other long term liabilities. | |||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||
Management is required to make certain estimates and assumptions in order to prepare consolidated financial statements in conformity with GAAP. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The Company’s most significant estimates relate to the determination of sales returns, allowances and other trade-related deductions (“SRA”) included within either accounts receivable or accrued liabilities, the valuation of inventory balances, the determination of useful lives for intangible assets, pension and other post-retirement benefit plan assumptions, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets for impairment and recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value. The estimation process required to prepare the Company’s consolidated financial statements requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. The Company’s actual results could differ materially from those estimates. | |||||||||||||||||||||||||
Foreign Currency Translation | |||||||||||||||||||||||||
For most of the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. Translation adjustments are reflected in stockholders’ equity and are included as a component of other comprehensive income / (loss). The effects of converting non-functional currency assets and liabilities into the functional currency are recorded as general and administrative expenses in the consolidated statements of operations. | |||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||
The Company considers cash and cash equivalents to include cash in banks, commercial paper and deposits with financial institutions that can be liquidated without prior notice or penalty. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||||||||||||||||||||||
Fair Value of Other Financial Instruments | |||||||||||||||||||||||||
The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts and other receivables, investments, trade accounts payable, and long-term debt, including the current portion. The carrying amounts of cash and cash equivalents, marketable securities, accounts and other receivables and trade accounts payable are representative of their respective fair values due to their relatively short maturities. The fair values of investments in companies that are publicly traded and not accounted for under the equity method are based on quoted market prices. The Company estimates the fair value of its fixed rate long-term obligations based on quoted market rates. The carrying amount reported for long-term debt, other than the Company’s indebtedness under senior notes, is considered to be representative of fair value as they are at variable rates and reprice frequently. | |||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories consist of finished goods held for sale and distribution, raw materials and work in process. Inventory includes product pending approval by the U.S. Food and Drug Administration (“FDA”), by other regulatory agencies or product that has not been launched due to contractual restrictions. This inventory consists of generic pharmaceutical products that are capitalized only when the bioequivalence of the product is demonstrated or the product has already received regulatory approval and is awaiting a contractual triggering event to enter the marketplace. Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value). The Company writes down inventories to net realizable value based on forecasted demand, market conditions or other factors, which may differ from actual results. | |||||||||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||||||
Property, plant and equipment are stated at cost, less accumulated depreciation. Major renewals and improvements are capitalized, while routine maintenance and repairs are expensed as incurred. The Company capitalizes interest on qualified construction projects. At the time property, plant and equipment are retired from service, the cost and accumulated depreciation is removed from the respective accounts. | |||||||||||||||||||||||||
Depreciation expense is computed principally on the straight-line method, over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: | |||||||||||||||||||||||||
Computer software / hardware (including internally developed) | 3-10 years | ||||||||||||||||||||||||
Machinery and equipment | 3-15 years | ||||||||||||||||||||||||
Research and laboratory equipment | 3-10 years | ||||||||||||||||||||||||
Furniture and fixtures | 3-10 years | ||||||||||||||||||||||||
Buildings, improvements, leasehold improvements and other | 4-50 years | ||||||||||||||||||||||||
Transportation equipment | 3-20 years | ||||||||||||||||||||||||
The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. | |||||||||||||||||||||||||
Investments | |||||||||||||||||||||||||
The Company’s equity investments are accounted for under the equity method of accounting when the Company can exert significant influence and the Company’s ownership interest does not exceed 50%. The Company records equity method investments at cost and adjusts for the appropriate share of investee net earnings or losses. Investments in which the Company owns less than a 20% interest and cannot exert significant influence are accounted for using the cost method if the fair value of such investments is not readily determinable. | |||||||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||||||
The Company’s marketable securities consist of U.S. treasury and agency securities and equity securities of publicly-held companies. The Company’s marketable securities are classified as available-for-sale and are recorded at fair value, based upon quoted market prices. Unrealized temporary adjustments to fair value are included on the balance sheet in a separate component of stockholders’ equity as unrealized gains and losses and are reported as a component of accumulated other comprehensive income / (loss). No gains or losses on marketable securities are realized until shares are sold or a decline in fair value is determined to be other-than-temporary. If a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. | |||||||||||||||||||||||||
Goodwill and Intangible Assets with Indefinite-Lives | |||||||||||||||||||||||||
The Company tests goodwill and intangible assets with indefinite-lives for impairment annually in the second quarter by comparing the fair value of each of the Company’s reporting units to the respective carrying value of the reporting units. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit below its carrying amount. The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. | |||||||||||||||||||||||||
Goodwill is considered impaired if the carrying amount of the net assets exceeds the fair value of the reporting unit. Impairment, if any, would be recorded in operating income and this could result in a material reduction in net income and earnings per share. | |||||||||||||||||||||||||
Acquired in-process research and development (“IPR&D”) intangible assets represent the value assigned to acquired research and development projects that, as of the date acquired, represent the right to develop, use, sell and/or offer for sale a product or other intellectual property that the Company has acquired with respect to products and/or processes that have not been completed or approved. The IPR&D intangible assets are subject to impairment testing until completion or abandonment of each project. Impairment testing requires the development of significant estimates and assumptions involving the determination of estimated net cash flows for each year for each project or product (including net revenues, cost of sales, R&D costs, selling and marketing costs), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, competitive trends impacting the asset and each cash flow stream as well as other factors. The major risks and uncertainties associated with the timely and successful completion of the IPR&D projects include legal risk and regulatory risk. Changes in these assumptions or uncertainties could result in future impairment charges. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change or the timely completion of each project to commercial success will occur. For these and other reasons, actual results may vary significantly from estimated results. | |||||||||||||||||||||||||
Upon successful completion of each project and approval of the product, we will make a separate determination of the useful life of the intangible, transfer the amount to currently marketed products (“CMP”) and amortization expense will be recorded over the estimated useful life. | |||||||||||||||||||||||||
Contingent Consideration | |||||||||||||||||||||||||
Contingent consideration is recorded at the acquisition date estimated fair value of the contingent payment for all acquisitions. The fair value of the contingent consideration is remeasured at each reporting period with any adjustments in fair value included in our consolidated statement of operations. (Refer to “NOTE 20 — Fair Value Measurement” for additional details regarding the fair value of contingent consideration.) | |||||||||||||||||||||||||
Revenue Recognition Including Multiple-Element Arrangements | |||||||||||||||||||||||||
Revenue is generally realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured. The Company records revenue from product sales when title and risk of ownership have been transferred to the customer, which is typically upon delivery to the customer. The Company identifies each discrete deliverable included in a multiple element arrangement and identifies which of those deliverables have standalone value to the customer under Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605-25 “Revenue Recognition — Multiple-Element Arrangements” (“ASC 605-25”) and Accounting Standards Update (“ASU”) 2009-13 “Revenue Recognition — Multiple-Deliverable Revenue” (“ASU No. 2009-13”). The Company allocates arrangement consideration to the deliverables based on the appropriate selling price using the hierarchy outlined in ASC 605-25, as amended by ASU No. 2009-13. The selling price used for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or best estimated selling price (“BESP”) if neither VSOE nor TPE is available. BESP is determined in a manner consistent with that used to establish the price to sell the deliverable on a standalone basis. Revenue is recognized for each unit of accounting based on the relevant authoritative literature for that deliverable. | |||||||||||||||||||||||||
Revenues recognized from research, development and licensing agreements (including milestone receipts) are recorded on the “contingency-adjusted performance model” which requires deferral of revenue until such time as contract milestone requirements, as specified in the individual agreements, have been met. Under this model, revenue related to each payment is recognized over the entire contract performance period, starting with the contract’s commencement, but not prior to earning and/or receiving the milestone amount (i.e., removal of any contingency). The amount of revenue recognized is based on the ratio of costs incurred to date to total estimated cost to be incurred. In certain circumstances, it may be appropriate to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. In order to recognize milestone consideration as revenue in the period in which the milestone is achieved, there needs to be “substantive” certainty that the milestone will be achieved, relate solely to past performance and the consideration needs to be commensurate with the Company’s performance. Factors the Company considers in determining whether a milestone is substantive at the inception of an arrangement include: whether substantive effort will be required to achieve the milestone; what labor, skill, other costs will be incurred to achieve the milestone; how certain the achievement of the milestone is; whether a reasonable amount of time will elapse between any upfront payment and the first milestone as well as between each successive milestone; and, whether the milestone is nonrefundable or contain clawback provisions. | |||||||||||||||||||||||||
Royalty and commission revenue is recognized as a component of net revenues in accordance with the terms of their respective contractual agreements when collectability is reasonably assured and revenue can be reasonably measured. | |||||||||||||||||||||||||
Provisions for Sales Returns and Allowances | |||||||||||||||||||||||||
As is customary in the pharmaceutical industry, our gross product sales are subject to a variety of deductions in arriving at reported net product sales. When the Company recognizes revenue from the sale of products, an estimated SRA is recorded which reduces product sales. Accounts receivable and/or accrued liabilities are also reduced and/or increased by the SRA amount. These adjustments include estimates for chargebacks, rebates, cash discounts and returns and other allowances. These provisions are estimated based on historical payment experience, historical relationship to revenues, government regulations, estimated customer inventory levels and current contract sales terms with direct and indirect customers. The estimation process used to determine our SRA provision has been applied on a consistent basis and no material adjustments have been necessary to increase or decrease our reserves for SRA as a result of a significant change in underlying estimates. The Company uses a variety of methods to assess the adequacy of the SRA reserves to ensure that our financial statements are fairly stated. This includes periodic reviews of customer inventory data, customer contract programs and product pricing trends to analyze and validate the SRA reserves. | |||||||||||||||||||||||||
Chargebacks — The provision for chargebacks is the Company’s most significant SRA. A chargeback represents an amount payable in the future to a wholesaler for the difference between the invoice price paid by our wholesale customer for a particular product and the negotiated contract price that the wholesaler’s customer pays for that product. The chargeback provision and related reserve varies with changes in product mix, changes in customer pricing and changes to estimated wholesaler inventories. The provision for chargebacks also takes into account an estimate of the expected wholesaler sell-through levels to indirect customers at contract prices. The Company validates the chargeback accrual quarterly through a review of the inventory reports obtained from our largest wholesale customers. This customer inventory information is used to verify the estimated liability for future chargeback claims based on historical chargeback and contract rates. These large wholesalers represent the vast majority of the Company’s chargeback payments. We continually monitor current pricing trends and wholesaler inventory levels to ensure the liability for future chargebacks is fairly stated. | |||||||||||||||||||||||||
Rebates — Rebates include volume related incentives to direct and indirect customers, Medicaid, other government rebates based on claims incurred and third party managed care and Medicare Part D rebates. | |||||||||||||||||||||||||
Volume rebates are generally offered to customers as an incentive to continue to carry the Company’s products and to encourage greater product sales. These rebate programs include contracted rebates based on customers’ purchases made during an applicable monthly, quarterly or annual period. The provision for rebates is estimated based on our customers’ contracted rebate programs and the Company’s historical experience of rebates paid. Any significant changes to our customer rebate programs are considered in establishing the provision for rebates. The Company continually monitors our customer rebate programs to ensure that the liability for accrued rebates is fairly stated. | |||||||||||||||||||||||||
The provisions are based, in part, upon historical experience of claims submitted by the various states and third party providers, contractual terms, as well as government regulations. We monitor Medicaid legislative changes to determine what impact such legislation may have on our provision for Medicaid rebates. Rebates are reviewed on a quarterly basis against actual claims data to ensure the liability is fairly stated. | |||||||||||||||||||||||||
Cash Discounts — Cash discounts are provided to customers that pay within a specific period. The provision for cash discounts are estimated based upon invoice billings, utilizing historical customer payment experience. The Company’s customer’s payment experience is fairly consistent and most customer payments qualify for the cash discount. Accordingly, our reserve for cash discounts is readily determinable. | |||||||||||||||||||||||||
Returns and Other Allowances — The Company’s provision for returns and other allowances include returns, pricing adjustments, promotional allowances including loyalty cards and billback adjustments. | |||||||||||||||||||||||||
Consistent with industry practice, the Company maintains a returns policy that allows customers to return product for a credit. In accordance with the Company’s return goods policy, credits for customer returns of products are applied against outstanding account activity or settled by check. Product exchanges are not permitted. Customer returns of product are not resalable unless the return is due to a shipping error. The Company’s estimate of the provision for returns is based upon historical experience and current trends of actual customer returns. Additionally, we consider other factors when estimating the current period returns provision, including levels of inventory in the distribution channel, as well as significant market changes which may impact future expected returns, and may cause adjustments to the Company’s current period provision for returns when it appears product returns may differ from original estimates. | |||||||||||||||||||||||||
Pricing, which includes shelf stock adjustments, are credits issued to reflect price decreases in selling prices charged to the Company’s direct customers. Shelf stock adjustments are based upon the amount of product our customers have in their inventory at the time of an agreed-upon price reduction. The provision for shelf stock adjustments is based upon specific terms with the Company’s direct customers and includes estimates of existing customer inventory levels based upon their historical purchasing patterns. We regularly monitor all price changes to help evaluate the Company’s reserve balances. The adequacy of these reserves is readily determinable as pricing adjustments and shelf stock adjustments are negotiated and settled on a customer-by-customer basis. | |||||||||||||||||||||||||
Promotional allowances are credits that are issued in connection with a product launch or as an incentive for customers to carry our product. The Company establishes a reserve for promotional allowances based upon these contractual terms. | |||||||||||||||||||||||||
Billback adjustments are credits that are issued to certain customers who purchase directly from us as well as indirectly through a wholesaler. These credits are issued in the event there is a difference between the customer’s direct and indirect contract price. The provision for billbacks is estimated based upon historical purchasing patterns of qualified customers who purchase product directly from us and supplement their purchases indirectly through our wholesale customers. | |||||||||||||||||||||||||
The following table summarizes the activity in the Company’s major categories of SRA (in millions): | |||||||||||||||||||||||||
Chargebacks | Rebates | Returns and Other | Cash | Total | |||||||||||||||||||||
Allowances | Discounts | ||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 100.8 | $ | 219.9 | $ | 89.3 | $ | 17 | $ | 427 | |||||||||||||||
Provision related to sales in 2011 | 1,308.10 | 1,113.20 | 306.6 | 120.5 | 2,848.40 | ||||||||||||||||||||
Credits and payments | (1,248.0 | ) | (844.1 | ) | (273.9 | ) | (102.6 | ) | (2,468.6 | ) | |||||||||||||||
Balance at December 31, 2011 | 160.9 | 489 | 122 | 34.9 | 806.8 | ||||||||||||||||||||
Add: Actavis Group Acquisition | 94.3 | 359.4 | 171.4 | 9.7 | 634.8 | ||||||||||||||||||||
Provision related to sales in 2012 | 1,522.40 | 1,484.40 | 485.5 | 155.2 | 3,647.50 | ||||||||||||||||||||
Credits and payments | (1,566.1 | ) | (1,482.0 | ) | (429.4 | ) | (162.9 | ) | (3,640.4 | ) | |||||||||||||||
Balance at December 31, 2012 | $ | 211.5 | $ | 850.8 | $ | 349.5 | $ | 36.9 | $ | 1,448.70 | |||||||||||||||
Add: Warner Chilcott Acquistion | 5.6 | 255.5 | 121.3 | 5.5 | 387.9 | ||||||||||||||||||||
Less: Assets held for sale | — | (155.2 | ) | (3.3 | ) | (1.0 | ) | (159.5 | ) | ||||||||||||||||
Less: Actavis Acquisition adjustment | — | (31.0 | ) | — | — | (31.0 | ) | ||||||||||||||||||
Provision related to sales in 2013 | 2,340.00 | 2,339.10 | 904.1 | 201.7 | 5,784.90 | ||||||||||||||||||||
Credits and payments | (2,310.7 | ) | (2,197.4 | ) | (753.7 | ) | (195.4 | ) | (5,457.2 | ) | |||||||||||||||
Balance at December 31, 2013 | $ | 246.4 | $ | 1,061.80 | $ | 617.9 | $ | 47.7 | $ | 1,973.80 | |||||||||||||||
The following table summarizes the activity in gross-to-net revenues (in millions): | |||||||||||||||||||||||||
Year Ended December 31, | Gross | Chargebacks | Rebates | Returns and Other | Cash | Net | |||||||||||||||||||
Product Sales | Allowances | Discounts | product sales | ||||||||||||||||||||||
2011 | $ | 7,309.70 | $ | 1,308.10 | $ | 1,113.20 | $ | 306.6 | $ | 120.5 | $ | 4,461.30 | |||||||||||||
2012 | 9,430.70 | 1,522.40 | 1,484.40 | 485.5 | 155.2 | 5,783.20 | |||||||||||||||||||
2013 | 14,276.70 | 2,340.00 | 2,339.10 | 904.1 | 201.7 | 8,491.80 | |||||||||||||||||||
Included in the tables above are accounts receivable deductions within SRA’s of $1,254.8 million and $814.3 million at December 31, 2013 and 2012, respectively. SRA balances in accounts receivable at December 31, 2013 increased $440.5 million compared to December 31, 2012. SRA’s within accounts payable and accrued expenses were $719.0 million and $634.4 million at December 31, 2013 and 2012, respectively, an increase of $84.6 million. The primary driver to the overall increase was the impact of the Warner Chilcott Acquisition ($387.9 million). | |||||||||||||||||||||||||
The provision for chargebacks as a percentage of gross product sales has decreased from 17.9% in 2011 to 16.1% in 2012 and 16.4% in 2013 primarily related to growth of international revenues as a result of the acquisitions of Specifar in 2011, and Ascent and Actavis in January and October 2012, respectively. The provision for rebates as a percentage of gross product sales has increased from 15.2% in 2011, to 15.7% in 2012 and to 16.4% in 2013 primarily related to the increase in commercial rebates of the branded business due in large part to the Warner Chilcott Acquisition and the growth of international revenues as a result of the acquisitions of Specifar in 2011 and Ascent and Actavis in January and October 2012, respectively. Returns and other allowances increased due to returns for new product launches and other allowances related to new product launches and customer and product mix. The increase in provision for cash discounts is due to the acquisitions of Specifar, Ascent, Actavis and Warner Chilcott. | |||||||||||||||||||||||||
The Company does not expect future payments of SRA to materially exceed our current estimates. However, if future SRA payments were to materially exceed our estimates, such adjustments may have a material adverse impact on our financial position, results of operations and cash flows. | |||||||||||||||||||||||||
Shipping and Handling Costs | |||||||||||||||||||||||||
The Company records shipping and handling costs in selling and marketing expenses. These expenses, which include the allocation of personnel costs associated with shipping and handling, were $153.0 million, $102.3 million and $72.9 million in the years ended December 2013, 2012 and 2011, respectively. | |||||||||||||||||||||||||
Litigation and Contingencies | |||||||||||||||||||||||||
The Company is involved in various legal proceedings in the normal course of its business, including product liability litigation, intellectual property litigation, employment litigation and other litigation. Additionally, the Company, in consultation with its counsel, assesses the need to record a liability for contingencies on a case-by-case basis in accordance with ASC Topic 450 “Contingencies” (“ASC 450”). Accruals are recorded when the Company determines that a loss related to a matter is both probable and reasonably estimable. These accruals are adjusted periodically as assessment efforts progress or as additional information becomes available. Acquired contingencies in business combinations are recorded at fair value to the extent determinable, otherwise in accordance ASC 450. | |||||||||||||||||||||||||
Concentration | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company’s largest customer accounted for 11% of the Company’s net revenues. For each of the years ended December 2012 and 2011 the Company’s two largest customers accounted for 16% and 14% individually, of the Company’s net revenues. No other individual customers accounted for more than 10% of net revenues. The acquisitions of Warner Chilcott and Actavis, and the related change in the mix of global sales resulting from these acquisitions had the impact of lowering overall concentration risk for the Company. | |||||||||||||||||||||||||
The Company’s accounts receivable primarily arise from product sales in North America and Europe and primarily represent amounts due from wholesalers, distributors, drug store chains and service providers in the health care and pharmaceutical industries, public hospitals and other government entities. Approximately 55% and 53% of the gross accounts receivable balance are concentrated among the Company’s four largest customers as of December 31, 2013 and 2012, respectively. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential uncollectible accounts. Actual losses from uncollectible accounts have been minimal. | |||||||||||||||||||||||||
Outside of the U.S., concentrations of credit risk with respect to accounts receivable are limited due to the wide variety of customers and markets using the Company’s products, as well as their dispersion across many different geographic areas. The Company monitors economic conditions, including volatility associated with international economies, and related impacts on the relevant financial markets and its business, especially in light of sovereign credit issues. As of December 31, 2013, the Company’s value of gross accounts receivable and allowance for potential uncollectible accounts in Western Europe were reduced as a result of the announced intention in 2013 to hold for sale our Actavis Pharma’s commercial infrastructure in France, Italy, Spain, Portugal, Belgium, Germany and the Netherlands, including products, marketing authorizations and dossier license rights. The remaining exposure in Western Europe due to deteriorating credit and economic conditions resides within Greece. The Company continues to monitor these conditions, including the length of time that it takes to collect on its accounts receivable outstanding in Greece. The Company does not expect to have write-offs or adjustments to accounts receivable which would have a material adverse effect on its financial position, liquidity or results of operations. | |||||||||||||||||||||||||
Certain of the Company’s finished products and raw materials are obtained from single source suppliers. Although the Company seeks to identify more than one source for its various finished products and raw materials, loss of a single source supplier could have an adverse effect on the Company’s results of operations, financial condition and cash flows. Further, a second source supplier may not be able to produce the same volumes of inventory as the Company’s primary supplier. Third-party manufactured products accounted for approximately 29%, 55% and 49% of our Actavis Pharma segment product sales in the years ended December 31, 2013, 2012 and 2011, respectively, including products supplied under authorized generic arrangements. | |||||||||||||||||||||||||
R&D Activities | |||||||||||||||||||||||||
R&D activities are expensed as incurred and consist of self-funded R&D costs, the costs associated with work performed under collaborative R&D agreements, regulatory fees, and milestone payments, if any. R&D expenses include direct and allocated expenses. R&D expenses incurred under collaborative agreements were approximately $100.6 million, $74.2 million and $21.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||
Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings. | |||||||||||||||||||||||||
Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. | |||||||||||||||||||||||||
Comprehensive Income/(Loss) | |||||||||||||||||||||||||
Comprehensive income/(loss) includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders. Other comprehensive income /(loss) refers to revenues, expenses, gains and losses that are included in comprehensive income / (loss), but excluded from net income/(loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income / (loss) is comprised of unrealized gains / (losses) on certain holdings of publicly traded equity securities, investments in U.S. treasury and agency securities and actuarial gains/(losses), net of realized gains / (losses) included in net income, net of tax and foreign currency translation adjustments. | |||||||||||||||||||||||||
Earnings Per Share (“EPS”) | |||||||||||||||||||||||||
The Company accounts for EPS in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of EPS to be disclosed: basic and diluted. Basic EPS is computed by dividing net (loss) / income by the weighted average common shares outstanding during a period. Diluted EPS is based on the treasury stock method and includes the effect from potential issuance of Ordinary Shares, such as shares issuable pursuant to the exercise of stock options and restricted stock units. Common share equivalents have been excluded where their inclusion would be anti-dilutive. | |||||||||||||||||||||||||
Our 2012 results included the Company’s then current estimate of shares issuable to the former shareholders of the Actavis Group. The number of shares issuable was based upon year over year growth in Cash EBITDA, as defined, in correlation with the Actavis Group Acquisition. Based on the Company’s then current estimate, the Company accounted for the issuance of 3.85 million shares associated with contingent earn-out. On March 28, 2013, based on further evaluation, the decision was made to award the remaining 1.65 million contingent shares. | |||||||||||||||||||||||||
A reconciliation of the numerators and denominators of basic and diluted EPS consisted of the following (in millions, except per share amounts): | |||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
EPS — basic | |||||||||||||||||||||||||
Net (loss) / income attributable to common shareholders | $ | (750.4 | ) | $ | 97.3 | $ | 260.9 | ||||||||||||||||||
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 | ||||||||||||||||||||||
EPS — basic | $ | (5.27 | ) | $ | 0.77 | $ | 2.1 | ||||||||||||||||||
EPS — diluted | |||||||||||||||||||||||||
Net (loss) / income attributable to common shareholders | $ | (750.4 | ) | $ | 97.3 | $ | 260.9 | ||||||||||||||||||
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 | ||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||
Dilutive stock awards | — | 2.6 | 2 | ||||||||||||||||||||||
Diluted weighted average ordinary shares outstanding | 142.3 | 128.4 | 126.5 | ||||||||||||||||||||||
EPS — diluted | $ | (5.27 | ) | $ | 0.76 | $ | 2.06 | ||||||||||||||||||
Stock awards to purchase 2.1 million and 0.1 million common shares during the year ended December 31, 2013 and 2011, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive. There were no anti-dilutive shares for the year ended December 31, 2012. | |||||||||||||||||||||||||
Employee Benefits | |||||||||||||||||||||||||
Defined Contribution Plans | |||||||||||||||||||||||||
The Company has a defined contribution plan that is a post-employment benefit plan under which the Company pays fixed contributions to a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to the defined contribution plans are recognized as an employee benefit expense in the consolidated statement of operations in the periods during which the related services were rendered. | |||||||||||||||||||||||||
Defined Benefit Plans | |||||||||||||||||||||||||
The Company recognizes the overfunded or underfunded status of each of its defined benefit plans as an asset or liability on its consolidated balance sheets. The obligations are generally measured at the actuarial present value of all benefits attributable to employee service rendered, as provided by the applicable benefit formula. The estimates of the obligation and related expense of these plans recorded in the financial statements are based on certain assumptions. The most significant assumptions relate to discount rate and expected return on plan assets. Other assumptions used may include employee demographic factors such as compensation rate increases, retirement patterns, expected employee turnover and participant mortality rates. The difference between these assumptions and actual experience results in the recognition of an asset or liability based upon a net actuarial (gain) / loss. If the total net actuarial (gain) / loss included in accumulated other comprehensive income / (loss) exceeds a threshold of 10% of the greater of the projected benefit obligation or the market related value of plan assets, it is subject to amortization and recorded as a component of net periodic pension cost over the average remaining service lives of the employees participating in the pension plan. Net periodic benefit costs are recognized in the consolidated statement of operations. | |||||||||||||||||||||||||
Share-based Compensation | |||||||||||||||||||||||||
The Company issues non-vested shares in the form of restricted stock and restricted stock units under its long-term equity incentives program. Non-vested shares granted to employees and directors are valued at the market price of the shares on the date of grant. Share-based compensation expense recognized during a period is based on the value of the portion of share-based awards that are expected to vest with employees. That is, share-based compensation expense is reduced for estimated future forfeitures. These estimates are revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation expense in the period in which the change in estimate occurs. | |||||||||||||||||||||||||
In connection with the Transactions, the Actavis Board of Directors modified the existing awards for its directors and executive officers during the second quarter of 2013 such that immediately prior to closing of the Warner Chilcott Acquisition, each stock option, share of restricted stock and restricted stock unit held became fully vested and exercisable and converted into a right to receive an Actavis plc ordinary share net of applicable tax withholding. The effect of the modification resulted in an increase of $38.3 million in stock compensation expense in the year ended December 31, 2013 (in addition to $3.0 million related to employer payroll taxes resulting from the one-time charge). | |||||||||||||||||||||||||
Restructuring Costs | |||||||||||||||||||||||||
The Company records liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred. In accordance with existing benefit arrangements, employee severance costs are accrued when the restructuring actions are probable and estimable. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period. Refer to “NOTE 18 — Business Restructuring Charges” for more information. | |||||||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||
In July 2013, the FASB issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company’s financial statement presentation is in accordance with this guidance; therefore this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||||||||||
In March 2013, the FASB issued clarifying guidance for the release of the cumulative translation adjustment in accumulated other comprehensive income when an entity either sells a part or all of its investment in a foreign entity or ceases to have a controlling financial interest in the subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
Acquisitions_and_Other_Agreeme
Acquisitions and Other Agreements | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisitions and Other Agreements | ' | ||||||||
NOTE 4 — Acquisitions and Other Agreements | |||||||||
Acquisition of Warner Chilcott | |||||||||
On October 1, 2013, the Company completed the Warner Chilcott Acquisition in a stock for stock transaction for a value, including the assumption of debt, of $9.2 billion. Warner Chilcott was a leading specialty pharmaceutical company focused on the women’s healthcare, gastroenterology, urology and dermatology segments of the branded pharmaceuticals market, primarily in North America. | |||||||||
Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value | |||||||||
The transaction has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. As of December 31, 2013, certain amounts relating to SRA reserves have not been finalized. The finalization of these matters may result in changes to goodwill and the Company expects to finalize such matters in 2014. | |||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 179.5 | |||||||
Accounts receivable | 306.1 | ||||||||
Inventories | 532.5 | ||||||||
Other current assets | 83.4 | ||||||||
Property, plant and equipment | 220 | ||||||||
Other long-term assets | 1.2 | ||||||||
IPR&D intangible assets | 1,708.00 | ||||||||
Intangible assets | 3,021.00 | ||||||||
Goodwill | 3,992.90 | ||||||||
Current liabilities | (670.1 | ) | |||||||
Deferred tax liabilities, net | (40.6 | ) | |||||||
Other long-term liabilities | (99.6 | ) | |||||||
Outstanding indebtedness | (3,400.4 | ) | |||||||
Net assets acquired | $ | 5,833.90 | |||||||
Consideration | |||||||||
The total consideration for the Warner Chilcott Acquisition of $5,833.9 million is comprised of the equity value of shares that were outstanding and vested prior to October 1, 2013 ($5,761.3 million) and the portion of outstanding equity awards deemed to have been earned as of October 1, 2013 ($72.6 million). The portion deemed not to have been earned ($77.4 million) as of October 1, 2013 will be expensed over the remaining future vesting period, including $45.4 million relating to Warner Chilcott restructuring charges recognized in the year ended December 31, 2013. | |||||||||
Inventories | |||||||||
The fair value of inventories acquired included a step-up in the value of inventories of $408.3 million. In the year ended December 31, 2013, the Company recognized $173.5 million as a component of cost of sales as the inventory acquired on October 1, 2013 was sold to the Company’s customers. | |||||||||
IPR&D and Intangible Assets | |||||||||
IPR&D intangible assets represent the value assigned to acquired R&D projects that, as of the acquisition date, had not established technological feasibility and had no alternative future use. The IPR&D intangible assets are capitalized and accounted for as indefinite-lived intangible assets and will be subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project and launch of the product, the Company will make a separate determination of the estimated useful life of the IPR&D intangible asset and the related amortization will be recorded as an expense over the estimated useful life (“IPR&D Acquisition Accounting”). Intangible assets represent CMPs and IPR&D and have an estimated weighted average useful life of 2.7 years. | |||||||||
The estimated fair value of the IPR&D and identifiable intangible assets was determined using the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset or product (including net revenues, cost of sales, R&D costs, selling and marketing costs and working capital/asset contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the potential regulatory and commercial success risks, competitive trends impacting the asset and each cash flow stream as well as other factors (the “IPR&D and Intangible Asset Valuation Technique”). The discount rates used to arrive at the present value at the acquisition date of CMPs was 8.0% and for IPR&D ranged from 8.0% to 9.0%, to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. | |||||||||
The following table identifies the summarized amounts recognized and the weighted average useful lives of intangible assets: | |||||||||
(In millions) | Amounts | Weighted Average | |||||||
Recognized as | Useful Lives | ||||||||
of Acquisition | (Years) | ||||||||
Date | |||||||||
CMP: | |||||||||
Oral contraceptive franchise | $ | 1,181.00 | 3.2 | ||||||
Mesalamine franchise | 589 | 1.8 | |||||||
Estrace® Cream | 397 | 2.1 | |||||||
Risedronate franchise | 311 | 3.6 | |||||||
Doryx® | 237 | 2.4 | |||||||
Enablex® | 107 | 2.1 | |||||||
Other CMP products | 199 | 3.9 | |||||||
Total CMP | 3,021.00 | 2.7 | |||||||
IPR&D: | |||||||||
Mesalamine franchise | 809 | ||||||||
Oral Contraceptive segment | 321 | ||||||||
Estradiol | 278 | ||||||||
Urology segment | 165 | ||||||||
Other | 135 | ||||||||
Total IPR&D | 1,708.00 | ||||||||
Total identifiable intangible assets | $ | 4,729.00 | |||||||
Goodwill | |||||||||
Among the primary reasons the Company acquired Warner Chilcott and factors that contributed to the preliminary recognition of goodwill were to expand the Company’s branded pharmaceuticals product portfolio, and to acquire certain benefits from the Warner Chilcott structure. The goodwill recognized from the Warner Chilcott Acquisition is not deductible for tax purposes. Goodwill from the Warner Chilcott Acquisition was assigned to the Actavis Pharma segment. | |||||||||
Deferred Tax Liabilities, net | |||||||||
Deferred tax liabilities, net, include the impact resulting from identifiable intangible assets and inventory fair value adjustments. These adjustments create excess book basis over the tax basis which is multiplied by the statutory tax rate for the jurisdiction in which the deferred taxes exist. | |||||||||
Unaudited Pro Forma Results of Operations | |||||||||
The following table presents the unaudited pro forma consolidated operating results for the Company, as though the Warner Chilcott Acquisition had occurred as of the beginning of the prior annual reporting period. The unaudited pro forma results reflect certain adjustments related to past operating performance, acquisition costs and acquisition accounting adjustments, such as increased depreciation and amortization expense based on the fair valuation of assets acquired and the related tax effects. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the acquisition date. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of the future operating results of the combined company: | |||||||||
Year Ended December 31, | |||||||||
(in millions; except per share amounts) | 2013 | 2012 | |||||||
Net revenues | $ | 10,468.20 | $ | 10,555.30 | |||||
Net (loss) attributable to common shareholders | $ | (244.2 | ) | $ | (445.4 | ) | |||
Earnings per share: | |||||||||
Basic | $ | (1.72 | ) | $ | (2.68 | ) | |||
Diluted | $ | (1.72 | ) | $ | (2.68 | ) | |||
Divested Products | |||||||||
In order to obtain regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“Hart-Scott-Rodino”), as amended, in connection with the Warner Chilcott Acquisition, the Company was required to divest certain assets. On October 1, 2013, four generic pharmaceutical products were sold to Amneal Pharmaceuticals for consideration of $10.0 million, subject to certain refunds of purchase price provisions, which had a deminimis impact on the consolidated statement of operations. The divested products consisted of both commercial and development stage products in both oral contraceptive and osteoporosis treatment. Net sales of divested products were $2.5 million, $4.6 million and $0.7 million in the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||
Acquisition-Related Expenses | |||||||||
Included in general and administrative expenses for the year ended December 31, 2013 are restructuring charges of $124.7 million, including stock-based compensation ($45.4 million), and $45.6 million for acquisition and integration costs including advisory, legal and regulatory costs incurred in connection with the Warner Chilcott Acquisition. Additionally, the acceleration of directors and named executive officers unvested equity-based awards immediately prior to the Transactions resulted in $41.3 million of general and administrative expenses in the year ended December 31, 2013. | |||||||||
Acquisition of Medicines360 | |||||||||
On June 11, 2013, the Company entered into an exclusive license agreement with Medicines360 to market, sell and distribute Medicines360’s LNG20 intrauterine device (“LNG 20”) in the U.S. and in Canada for a payment of approximately $52.3 million. According to the terms of the agreement, the Company is also required to pay Medicines360 certain regulatory and sales based milestone payments totaling up to $125.0 million plus royalties (the “Medicines360 Acquisition”). Medicines360 retained the rights to market the product in the U.S. public sector, including family planning clinics that provide services to low-income women. LNG20, originally developed by Uteron Pharma S.P.R.L. in Belgium (now a subsidiary of the Company), is designed to deliver 20 mcg of levonorgestrel per day for the indication of long-term contraception, and is currently in Phase III clinical trials in the United States. Pending FDA approval, the LNG20 product could be launched in the U.S. as early as 2014. The transaction has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their respective fair values as of the acquisition date. In connection with the acquisition, the Company recorded $191.7 million in IPR&D, $6.7 million in prepaid R&D and contingent consideration of $146.1 million. | |||||||||
Unaudited Pro Forma Results of Operations | |||||||||
Pro forma results of operations have not been presented because the effect of the Medicines360 Acquisition was not material. | |||||||||
Acquisition of Uteron Pharma, SA | |||||||||
On January 23, 2013, the Company completed the acquisition of Uteron Pharma, SA for approximately $142.0 million in cash, plus assumption of debt and other liabilities of $7.7 million and up to $155.0 million in potential future milestone payments (the “Uteron Acquisition”). The acquisition expanded the Company’s specialty brand pipeline of Women’s Health products including two potential near term commercial opportunities in contraception and infertility, and one oral contraceptive project projected to launch by 2018. Several additional products in earlier stages of development were also acquired in the Uteron Acquisition. | |||||||||
Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value | |||||||||
The transaction has been accounted for using the acquisition method of accounting. The following table summarizes the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Accounts receivable | $ | 1.6 | |||||||
Other current assets | 1.2 | ||||||||
Property, plant & equipment | 5.7 | ||||||||
Other long-term assets | 0.5 | ||||||||
IPR&D intangible assets | 250 | ||||||||
Goodwill | 26.4 | ||||||||
Current liabilities, excluding current portion of debt | (8.0 | ) | |||||||
Long-term deferred tax and other tax liabilities | (82.5 | ) | |||||||
Contingent consideration | (43.4 | ) | |||||||
Debt | (5.2 | ) | |||||||
Other long-term liabilities | (4.3 | ) | |||||||
Net assets acquired | $ | 142 | |||||||
IPR&D | |||||||||
The fair value of the IPR&D intangible assets as determined by IPR&D Acquisition Accounting was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rate used to arrive at the present value of IPR&D intangible assets as of the acquisition date was 22% to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. | |||||||||
Contingent Consideration | |||||||||
Additional consideration is conditionally due to the seller upon the achievement of certain milestones in respect to the development and commercialization of the products as well as reaching certain sales targets. The Company estimated the fair value of the contingent consideration to be $43.4 million using a probability weighting approach that considered the possible outcomes based on assumptions related to the timing and probability of the product launch date, discount rates matched to the timing of first payment, and probability of success rates and discount adjustments on the related cash flows. | |||||||||
Long-Term Deferred Tax Liabilities and Other Tax Liabilities | |||||||||
Long-term deferred tax liabilities and other tax liabilities result from identifiable intangible assets fair value adjustments. These adjustments create excess book basis over the tax basis which is multiplied by the statutory tax rate for the jurisdiction in which the deferred taxes exist. | |||||||||
Unaudited Pro Forma Results of Operations | |||||||||
Pro forma results of operations have not been presented because the effect of the Uteron Acquisition was not material. | |||||||||
Acquisition of Actavis Group | |||||||||
On October 31, 2012, the Company completed the Actavis Group Acquisition. The Actavis Group was a privately held generic pharmaceutical company specializing in the development, manufacture and sale of generic pharmaceuticals. With the Actavis Group Acquisition, the Company significantly expanded its international market presence in established markets including Europe and MEAAP (defined below). In addition, the acquisition expanded the Company’s product portfolio and pipeline in modified release, solid oral dosage and transdermal products into semi-solids, liquids and injectables. Actavis Group results are included in the Actavis Pharma segment as of the acquisition date. | |||||||||
The Company funded the cash portion of the transaction through a combination of term loan borrowings and senior unsecured notes. For additional information, refer to “Note 13 — Long-term Debt.” | |||||||||
Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value | |||||||||
The transaction has been accounted for using the acquisition method of accounting. The following table summarizes the final fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 110.5 | |||||||
Accounts receivable | 527.9 | ||||||||
Inventories | 680.1 | ||||||||
Other current assets | 274.7 | ||||||||
Property, plant and equipment | 763 | ||||||||
Other long-term assets | 16.9 | ||||||||
IPR&D intangible assets | 272.9 | ||||||||
Intangible assets | 2,268.00 | ||||||||
Goodwill | 2,868.80 | ||||||||
Current liabilities | (1,365.5 | ) | |||||||
Long-term deferred tax and other tax liabilities | (735.5 | ) | |||||||
Other long-term liabilities | (176.0 | ) | |||||||
Long-term debt | (14.1 | ) | |||||||
Noncontrolling interests | (21.9 | ) | |||||||
Net assets acquired | $ | 5,469.80 | |||||||
Inventories | |||||||||
The fair value of inventories acquired included a step-up in the value of inventories of approximately $137.3 million. In the years ended December 31, 2013 and 2012, the Company recognized $93.5 million (which includes the U.S. dollar impact of foreign currency on EURO denominated inventory) and $44.1 million, respectively, as a component of cost of sales as the inventory acquired was sold to the Company’s customers. | |||||||||
IPR&D and Intangible Assets | |||||||||
The fair value of the IPR&D intangible assets as determined by IPR&D Acquisition Accounting and the fair value of intangible assets was determined using the IPR&D and Intangible Asset Valuation Technique. Intangible assets represent product rights, trademarks, customer relationships and technology rights and have an estimated weighted average useful life of 10.8 years. | |||||||||
The discount rates used to arrive at the present value of product right intangible assets as of the acquisition date ranged from 8.8% to 11.5% to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. The following table identifies the summarized amounts recognized and the weighted average useful lives of intangible assets. | |||||||||
(In millions) | Amounts | Weighted Average | |||||||
Recognized as | Useful Lives | ||||||||
of Acquisition | (Years) | ||||||||
Date | |||||||||
CMPs | |||||||||
Top 6 Global CMP | $ | 570.3 | 6.5 | ||||||
Americas | 505.1 | 7 | |||||||
Europe | |||||||||
Western Europe, excluding U.K. | 116.7 | 7 | |||||||
U.K. | 103.7 | 6.9 | |||||||
Central Eastern Europe (“CEE”), excluding Russia | 194.4 | 9 | |||||||
Russia | 25.9 | 9 | |||||||
Total Europe | 440.7 | 8 | |||||||
MEAAP | |||||||||
MEAAP, excluding Indonesia | 155.6 | 8 | |||||||
Indonesia | 25.9 | 8 | |||||||
Total MEAAP | 181.5 | 8 | |||||||
Total CMP | 1,697.60 | 7.2 | |||||||
IPR&D: | |||||||||
Americas | 246.9 | ||||||||
Europe | |||||||||
Western Europe, excluding U.K. | 13 | ||||||||
CEE, excluding Russia | 13 | ||||||||
Total Europe | 26 | ||||||||
Total IPR&D | 272.9 | ||||||||
Other finite lived intangible assets: | |||||||||
Trademarks | 427.8 | 23.9 | |||||||
Customer relationships | 103.7 | 15 | |||||||
Technology rights | 38.9 | 15 | |||||||
Total Other finite lived intangible assets: | 570.4 | 21.7 | |||||||
Total identifiable intangible assets | $ | 2,540.90 | 10.8 | ||||||
Goodwill | |||||||||
Among the primary reasons the Company acquired the Actavis Group and factors that contributed to the preliminary recognition of goodwill were a strong commercial presence on an expanded global basis. In addition, the acquisition expanded the Company’s product portfolio and pipeline in modified release, solid oral dosage and transdermal products into semi-solids, liquids and injectables. The goodwill recognized from the Actavis Group Acquisition is not deductible for tax purposes. Goodwill from the Actavis Group Acquisition was assigned to the Actavis Pharma segment. | |||||||||
Contingent Consideration | |||||||||
At December 31, 2012, the Company estimated the Actavis Group earn-out to be 3.85 million shares. On March 28, 2013, based on further evaluation, the decision was made to award the remaining 1.65 million contingent shares. Accordingly, during the first quarter of 2013, the Company recorded expense of $150.3 million for contingent consideration as a result of the decision to award all remaining contingent shares. | |||||||||
Long-Term Deferred Tax Liabilities and Other Tax Liabilities | |||||||||
Long-term deferred tax liabilities and other tax liabilities result from identifiable intangible assets fair value adjustments. These adjustments create excess book basis over the tax basis which is multiplied by the statutory tax rate for the jurisdiction in which the deferred taxes exist. | |||||||||
Unaudited Pro Forma Results of Operations | |||||||||
The following table presents the unaudited pro forma consolidated operating results for the Company, as though the Actavis Group Acquisition had occurred as of the beginning of the prior annual reporting period. The unaudited pro forma results reflect certain adjustments related to past operating performance, acquisition costs and acquisition accounting adjustments, such as increased depreciation and amortization expense based on the fair valuation of assets acquired, the impact of acquisition financing in place at January 1, 2012 and the related tax effects. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the acquisition date. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of the future operating results of the combined company: | |||||||||
Year Ended December 31, | |||||||||
(in millions; except per share amounts) | 2012 | 2011 | |||||||
Net revenues | $ | 8,082.70 | $ | 7,090.70 | |||||
Net income / (loss) attributable to common shareholders | $ | 111.6 | $ | (429.4 | ) | ||||
Earnings per share: | |||||||||
Basic | $ | 0.86 | $ | (3.35 | ) | ||||
Diluted | $ | 0.85 | $ | (3.35 | ) | ||||
Divested Products | |||||||||
In order to obtain regulatory clearance under the Hart-Scott-Rodino, in connection with the Actavis Group Acquisition, the Company was required to divest certain assets. On October 31, 2012, a total of 22 generic pharmaceutical products owned by either Actavis Group or Watson Pharmaceuticals, Inc. were sold to Par Pharmaceuticals Companies, Inc. and Sandoz, Inc., which resulted in a gain of $24.0 million in the fourth quarter of 2012. The divested products consisted of both commercial and development stage products in a number of therapeutic categories where the two companies owned overlapping products. Watson Pharmaceuticals, Inc.’s net sales of divested products were $18.5 million and $7.3 million for the years ended December 31, 2012 and 2011, respectively. Actavis Group’s net sales of divested products were $60.8 million and $90.2 million for the years ended December 31, 2012 and 2011, respectively. The sale of the Actavis Group divested products did not have an impact on our net revenues as these amounts were not included in the results of operations of the Company for the respective periods. For the years ended December 31, 2012 and 2011, no one product accounted for more than one percent of the Company’s consolidated net revenues. | |||||||||
Measurement Period Adjustments | |||||||||
In connection with the Actavis Group Acquisition, the Company has notified the Centers for Medicare and Medicaid Services (“CMS”) that certain Medicaid price submissions require adjustment for the period 2007 through 2012. The Company is in the process of completing that resubmission. The Company has proposed to CMS that periods prior to 2007 not be recalculated and as a result no amounts have been estimated for those periods. The Company recorded a measurement period adjustment of $31.0 million to reduce the estimated liability originally recorded in the acquisition accounting in the third quarter of 2013. The amount was not considered material and therefore prior periods have not been revised. | |||||||||
Acquisition-Related Expenses | |||||||||
Included in general and administrative expenses for the years ended December 31, 2013 and 2012 is acquisition costs totaling $26.8 million and $73.5 million, respectively, for acquisition and integration costs including advisory, legal and regulatory costs incurred in connection with the Actavis Group Acquisition. | |||||||||
Acquisition of Ascent Pharmahealth Ltd. | |||||||||
On January 24, 2012, the Company acquired all of the outstanding equity of Ascent Pharmahealth Ltd. (“Ascent”) the Australian and Southeast Asian generic pharmaceutical business of Strides Arcolab Ltd. for AU$376.6 million, or approximately $392.6 million, including working capital adjustments (the “Ascent Acquisition”). As a result of the acquisition, the Company enhanced its commercial presence in Australia and gained selling and marketing capabilities in Southeast Asia. In Australia, Ascent markets generic, brands, OTC and dermatology and skin care products. In Southeast Asia, Ascent markets generic and OTC products. Ascent’s Southeast Asian business includes commercial operations in Singapore, Malaysia, Hong Kong, Vietnam and Thailand. Ascent operates a manufacturing facility in Singapore for generic products in Southeast Asian markets. Ascent’s results are included in the Actavis Pharma segment as of the acquisition date. | |||||||||
Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value | |||||||||
The transaction has been accounted for using the acquisition method of accounting. The following table summarizes the final fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 9.1 | |||||||
Accounts receivable | 29.7 | ||||||||
Inventories | 27.2 | ||||||||
Other current assets | 3.3 | ||||||||
Property, plant & equipment | 4.4 | ||||||||
Intangible assets | 192.6 | ||||||||
Goodwill | 214.3 | ||||||||
Current liabilities | (35.7 | ) | |||||||
Long-term deferred tax and other tax liabilities | (51.8 | ) | |||||||
Other long-term liabilities | (0.4 | ) | |||||||
Long-term debt | (0.1 | ) | |||||||
Net assets acquired | $ | 392.6 | |||||||
Intangible Assets | |||||||||
Intangible assets represent product rights, contractual rights and trade names and have an estimated weighted average useful life of nine years. The estimated fair value of the identifiable intangible assets was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rates used to arrive at the present value of product right intangible assets as of the acquisition date ranged from 7.5% to 10.0% to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. | |||||||||
Goodwill | |||||||||
Among the primary reasons the Company acquired Ascent and factors that contributed to the preliminary recognition of goodwill were a strong commercial presence in the Australian and Southeast Asian pharmaceutical markets, history of operating margins and profitability, opportunity to generate revenue as well as a platform to grow in additional Southeast Asian markets. The goodwill recognized from the Ascent Acquisition is not deductible for tax purposes. All goodwill from the Ascent acquisition was assigned to the Actavis Pharma segment. | |||||||||
Long-Term Deferred Tax Liabilities and Other Tax Liabilities | |||||||||
Long-term deferred tax liabilities and other tax liabilities result from identifiable intangible assets fair value adjustments. These adjustments create excess book basis over the tax basis which is multiplied by the statutory tax rate for the jurisdiction in which the deferred taxes exist. | |||||||||
Acquisition-Related Expenses | |||||||||
Included in general and administrative expenses for the year ended December 31, 2012 is acquisition costs totaling $5.0 million for advisory, legal and regulatory costs incurred in connection with the Ascent Acquisition. | |||||||||
Unaudited Pro Forma Results of Operations | |||||||||
Pro forma results of operations have not been presented because the effect of the acquisition was not material. | |||||||||
Acquisition of Specifar | |||||||||
On May 25, 2011, the Company and each of the shareholders (together, the “Sellers”) of Paomar PLC (“Paomar”) entered into a stock purchase agreement pursuant to which the Company purchased all of the outstanding equity of Paomar for cash totaling €400.0 million, or approximately $561.7 million at closing, subject to a net of working capital adjustment of €1.5 million, or approximately $2.2 million, and certain contingent consideration (the “Specifar Acquisition”). Paomar is a company incorporated under the laws of Cyprus and owner of 100 percent of the shares of Specifar Commercial Industrial Pharmaceutical, Chemical and Construction Exploitations Societe Anonyme, a company organized under the laws of Greece. Specifar owns 100 percent of the shares of Alet Pharmaceuticals Industrial and Commercial Societe Anonyme (“Alet”). The contingent consideration due to the Specifar Acquisition (not to exceed an aggregate total of €40.0 million) is based on the gross profits on sales of the generic tablet version of Nexium® (esomeprazole) developed by Specifar during its first five years of sales in countries including major markets in Europe, Asia and Latin America, as well as in Canada. For additional information on the contingent payment, refer to “NOTE 20 — Fair Value Measurements”. | |||||||||
Through the Specifar Acquisition, the Company gained a generic pharmaceuticals product development company that develops and out-licenses generic pharmaceutical products primarily in Europe. In addition, the acquisition enhanced the Company’s commercial presence in key European markets by providing a portfolio of products and provides a commercial presence in the branded-generic Greek pharmaceuticals market, including the Specifar and Alet brands of products. The Company funded the transaction using cash on hand and borrowings from the Company’s credit facility. Specifar results are included in the Actavis Pharma segment subsequent to the acquisition date. | |||||||||
Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value | |||||||||
The transaction has been accounted for using the acquisition method of accounting. The following table summarizes the final fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 0.6 | |||||||
Accounts receivable | 20.6 | ||||||||
Inventories | 27.1 | ||||||||
Other current assets | 9.3 | ||||||||
Property, plant & equipment | 65.1 | ||||||||
IPR&D intangible assets | 164.3 | ||||||||
Intangible assets | 265.1 | ||||||||
Goodwill | 195.1 | ||||||||
Other assets | 5.6 | ||||||||
Current liabilties | (28.4 | ) | |||||||
Long-term deferred tax and other tax liabilities | (94.6 | ) | |||||||
Long-term debt | (27.9 | ) | |||||||
Other long-term liabilities | (42.4 | ) | |||||||
Net assets acquired | $ | 559.5 | |||||||
In June 2011, the Company paid and retired $28.8 million in long-term debt assumed in the Specifar Acquisition. During the year ended December 31, 2012, the Company recorded an impairment loss of $40.3 million related to a manufacturing facility located in Greece that was acquired as part of the Specifar Acquisition. The impairment for the Greece facility was due to a change in the intended use of the facility as a result of the Company’s decision during the third quarter of 2012 to discontinue further construction as a result of the Actavis Group Acquisition. | |||||||||
Inventories | |||||||||
The fair value of inventories acquired includes a step-up in the value of inventories of approximately $10.0 million, which was recognized as a component of cost of sales as the inventory acquired was sold to the Company’s customers during the year ended December 31, 2011. | |||||||||
IPR&D and Intangible Assets | |||||||||
The fair value of the IPR&D intangible assets as determined by IPR&D Acquisition Accounting and the fair value of intangible assets was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rate used to arrive at the present value of IPR&D projects as of the acquisition date was approximately 17.0% to reflect the internal rate of return and incremental commercial uncertainty in the projections as the products have not yet received regulatory approval. The major risks and uncertainties associated with the timely and successful completion of the IPR&D projects include development, legal and regulatory risk. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change or the timely completion of each project to commercial success will occur. For these and other reasons, actual results may vary significantly from estimated results. | |||||||||
Intangible assets represent currently marketed products and have an estimated weighted average useful life of 7.0 years. IPR&D intangible assets represent products that were expected to be approved for marketing over the next few years. | |||||||||
During the year ended December 31, 2012, the Company recorded impairment charges of $117.8 million related to product rights and IPR&D acquired in connection with the Specifar Acquisition. The impairment relating to the intangible assets acquired in connection with the Specifar Acquisition related to esomeprazole product rights following the Company decision to discontinue selling the product as a result of products acquired in connection with the Actavis Group Acquisition ($16.8 million). In addition, the Company recorded a charge related to three products in development as a result of various factors occurring during the same period mainly related to delays in expected launch dates, competitive factors resulting in realization of lower pricing and incremental costs related to manufacturing efforts. These events led to revised estimates of the fair value of each IPR&D asset compared to the carrying values ($101.0 million). | |||||||||
Goodwill Allocation | |||||||||
Among the primary reasons the Company entered into the Specifar Acquisition and factors that contributed to a purchase price allocation resulting in the recognition of goodwill were a history of operating margins and profitability, a strong R&D organization and the ability to expand the Company’s commercial footprint on a global basis, which will enable it to expand its product offerings. The goodwill recognized from the Specifar Acquisition is not deductible for tax purposes. All goodwill from the Specifar Acquisition was assigned to the Actavis Pharma segment. | |||||||||
Contingent Consideration | |||||||||
The Company’s purchase price allocation determined the fair value of the contingent consideration obligation to be $35.5 million based on a probability-weighted income approach derived from revenue estimates and post-tax gross profit levels and a probability assessment with respect to the likelihood of achieving the various earn-out criteria. During the year ended December 31, 2012, the Company recorded fair value adjustments resulting in a gain of $27.5 million based on forecasted esomeprazole profits. As of December 31, 2013, all contingent consideration has been settled. | |||||||||
Long-Term Deferred Tax Liabilities and Other Tax Liabilities | |||||||||
Long-term deferred tax liabilities and other tax liabilities result from purchase accounting adjustments for the inventory fair value step-up and identifiable IPR&D and intangible assets fair value adjustments. These adjustments create excess book basis over the tax basis which is multiplied by the statutory tax rate for the jurisdiction in which the deferred taxes exist. | |||||||||
Acquisition-Related Expenses | |||||||||
Included in general and administrative expenses for the year ended December 31, 2011 is acquisition costs totaling $6.5 million for advisory, legal and regulatory costs incurred in connection with the Specifar Acquisition. | |||||||||
Other Agreements | |||||||||
Actavis (Foshan) Pharmaceuticals Co., Ltd. Assets Held for Sale | |||||||||
During the year ended December 31, 2013, the Company held its Chinese subsidiary, Actavis (Foshan) Pharmaceuticals Co., Ltd. (“Foshan”), for sale. On January 24, 2014, the Company completed an agreement with Zhejiang Chiral Medicine Chemicals Co., Ltd to acquire its interest in Foshan (the “Foshan Sale”). The Company intends to continue further commercial operations in China in collaboration with our preferred business partners. As a result of the transaction, the Company recognized an impairment on the net assets held for sale of $8.4 million in the year ended December 31, 2013. | |||||||||
Western European Assets Held for Sale | |||||||||
During the year ended December 31, 2013, the Company held for sale our Actavis’ Pharma commercial infrastructure in France, Italy, Spain, Portugal, Belgium, Germany and the Netherlands, including products, marketing authorizations and dossier license rights. The Company believes that the potential divestiture allows the Company to focus on faster growth markets including Central and Eastern Europe, and other emerging markets which we believe will enhance our long-term strategic objectives. On January 17, 2014, we announced our intention to enter into an agreement with Aurobindo Pharma Limited to sell these businesses. The transaction is conditional on certain antitrust approvals and completion of employee consultation processes, which is anticipated in the year ending December 31, 2014. As a result of the transaction, the Company recognized an impairment on the net assets held for sale of $34.3 million in the year ended December 31, 2013. | |||||||||
The following represents the global net assets held for sale: | |||||||||
As of | |||||||||
December 31, | |||||||||
2013 | |||||||||
Cash and cash equivalents | $ | 37 | |||||||
Accounts receivable, net | 94.2 | ||||||||
Inventories, net | 122.9 | ||||||||
Prepaid expenses and other current assets | 59.6 | ||||||||
Impairment on the assets held for sale | (42.7 | ) | |||||||
Total assets held for sale | $ | 271 | |||||||
Accounts payable and accrued expenses | $ | 246.6 | |||||||
Total liabilities held for sale | $ | 246.6 | |||||||
Net assets held for sale | $ | 24.4 | |||||||
Amendment to Sanofi Collaboration Agreement | |||||||||
On October 28, 2013, Warner Chilcott Company, LLC (“WCCL”), our indirect wholly-owned subsidiary, and Sanofi- Aventis U.S. LLC (“Sanofi”) entered into an amendment (the “Sanofi Amendment”) to the global collaboration agreement as amended (the “Collaboration Agreement”) to which WCCL and Sanofi are parties. WCCL and Sanofi co-develop and market Actonel® and Atelvia® (risedronate sodium) on a global basis, excluding Japan. | |||||||||
Pursuant to the Sanofi Amendment, the parties amended the Collaboration Agreement with respect to Actonel® and Atelvia® in the U.S. and Puerto Rico (the “Exclusive Territory”) to provide that, in exchange for the payment of a lump sum of $125.0 million by WCCL to Sanofi in the year ended December 31, 2013, WCCL’s obligations with respect to the global reimbursement payment, which represented a percentage of Actavis’ net sales as defined, as it relates to the Exclusive Territory for the year ended December 31, 2014, shall be satisfied in full. The Sanofi Amendment did not and does not apply to or affect the parties’ respective rights and obligations under the Collaboration Agreement with respect to (i) the remainder of 2013 or (ii) territories outside the Exclusive Territory. The $125.0 million was recorded as an intangible asset during the year ended December 31, 2013, which will be amortized over the course of the year ending December 31, 2014. | |||||||||
Endo Pharmaceuticals Inc. | |||||||||
The Company entered into an agreement with Endo Pharmaceuticals Inc. (“Endo”) and Teikoku Seiyaku Co., Ltd to settle all outstanding patent litigation related to the Company’s generic version of Lidoderm®. Per the terms of the agreement, on September 15, 2013, the Company launched its generic version of Lidoderm® (lidocaine topical patch 5%) to customers in the U.S. more than two years before the product’s patents expire. Under applicable Hatch Waxman rules, the Company believes it is entitled to 180 days of marketing exclusivity. Lidoderm® is a local anesthetic indicated to relieve post-shingles pain. Additionally, under the terms of the agreement, the Company has received and distributed branded Lidoderm® prior to the launch of the generic version of Lidoderm®. | |||||||||
Palau Pharma, S.A. | |||||||||
On August 1, 2013, the Company entered into a purchase agreement with Palau Pharma S.A. (“Palau”) to acquire worldwide product rights to develop and commercialize albaconazole for the treatment of candidiasis. The Company simultaneously entered into a manufacturing and supply agreement with Palau for the supply of clinical and commercial quantities of the products. In connection with the execution of the agreements, the Company paid an upfront non-refundable payment of €10.0 million, or $13.4 million to Palau, which was recorded as R&D expense in the year ended December 31, 2013. The agreement also provides for certain future milestone payments up to €18.0 million in aggregate upon the successful completion of Phase III trials of the products, and regulatory approvals. | |||||||||
Metronidazole 1.3% Vaginal Gel and Zovirax Ointment and Cream | |||||||||
On May 1, 2013, the Company entered into an agreement to acquire the worldwide rights to Valeant Pharmaceuticals International, Inc. (“Valeant”) metronidazole 1.3% vaginal gel antibiotic development product, a topical antibiotic for the treatment of bacterial vaginosis. Under the terms of the agreement, the Company will acquire the product upon FDA approval for approximately $57.0 million which includes upfront ($1.0 million) and certain milestone payments ($11.0 million), and guaranteed royalties for the first three years of commercialization. Upon FDA approval or receipt of product launch quantity, the Company will account for this transaction using the acquisition method of accounting. In the event of generic competition on metronidazole 1.3% and should the Company choose to launch an authorized generic product, the Company would share the gross profits of the authorized generic with Valeant. | |||||||||
On April 5, 2013, the Company and Valeant entered into an agreement for the Company to be the exclusive marketer and distributor of the authorized generic version of Valeant’s Zovirax® ointment (acyclovir 5%) product. Under the terms of the agreement, Valeant will supply the Company with a generic version of Valeant’s Zovirax® ointment product and the Company will market and distribute the product in the U.S. Additionally, Valeant granted the Company the exclusive right to co-promote Zovirax® cream (acyclovir 5%) to obstetricians and gynecologists in the U.S. and the Company granted Valeant the exclusive right to co-promote Actavis’ Cordran® Tape (flurandrenolide) product in the U.S. Under terms of the agreement related to the co-promotion of Zovirax® cream, the Company will utilize its existing sales and marketing structure to promote the product and will receive a co-promotion fee from sales generated by prescriptions written by its defined targeted physician group. The fees earned by the Company under the Zovirax cream co-promotion arrangement will be recognized in other revenues in the period earned. Under the terms of the Cordran® Tape co-promotion agreement, Valeant will utilize its existing Dermatology sales and marketing structure to promote the product, and will receive a co-promotion fee on sales. The fees paid by the Company under the Cordran Tape arrangement will be recognized in the period incurred as selling and marketing expenses. | |||||||||
Sale of Equity Interest in Moksha8 Pharmaceuticals, Inc. | |||||||||
On October 22, 2012, we sold our investment in Moksha8 Pharmaceuticals, Inc. (“Moksha8”) for $46.6 million (the “Moksha8 Sale”). Simultaneously, we expanded our ongoing sales and marketing collaboration with Moksha8 by granting a license to Moksha8 for five new branded generic products to be developed for the Brazilian and Mexican markets in exchange for defined milestones and sales royalties. We retained generic marketing rights in each market for all products licensed to Moksha8. As a result of the sale, the Company recorded a gain of $28.8 million in other income (expense) in the year ended December 31, 2012. During the year ended December 31, 2013, the Company terminated the agreement with Moksha8 resulting in a loss of $4.0 million. | |||||||||
Rugby OTC Business | |||||||||
On October 29, 2012, the Company sold our Rugby Group, Inc. (“Rugby”) OTC pharmaceutical products and trademarks to The Harvard Drug Group, L.L.C. (“Harvard”) for $116.6 million (the “Rugby Sale”). Under the terms of the agreement, Harvard acquired the Rugby trademark and all rights to market, sell and distribute OTC products and nicotine gum products sold under the trademark. We retained all rights to manufacture, sell and distribute all store-branded OTC and nicotine gum products, as well as other non-Rugby OTC products in our portfolio. We retained ownership of our nicotine gum Abbreviated New Drug Applications (“ANDAs”), as well as nicotine gum manufacturing facilities. Also, as part of the transaction, we entered into a supply and license agreement with Harvard under which we manufacture and supply nicotine gum products sold under the Rugby and Major labels. Major is Harvard’s existing private label brand. In connection with the sale of the Rugby assets, the Company recorded a gain of $88.7 million in other income (expense) in the year ended December 31, 2012. | |||||||||
Other Business Development | |||||||||
The Company’s two most significant products in 2012 were the authorized generic version of Concerta® (methylphenidate ER) and Lipitor® (atorvastatin), which on a combined basis comprised approximately 25% of the Company’s Actavis Pharma revenues. These products were sold pursuant to exclusive marketing arrangements. | |||||||||
In November 2010, the Company entered into an exclusive agreement with Ortho-McNeil-Janssen Pharmaceuticals, Inc. (“OMJPI”) to market the authorized generic version of Concerta® (methylphenidate ER). Under the terms of the agreement, OMJPI supplies the Company with product. The Company launched its authorized generic of Concerta® on May 1, 2011. | |||||||||
Under the terms of its agreement with OMJPI, the Company pays a royalty to OMJPI based on the gross profit of product revenues as defined in the agreement. During 2012, the royalty payable to OMJPI ranged from 50% to 55% of sales. In 2013, the Company’s royalty payable on sales of methylphenidate ER declined to 30% when a third party competitor launched a competing bioequivalent product. The change in royalty was a one-time event and was applied on a strength-by-strength basis following the launch of the first third-party generic competitor. This royalty includes the cost of the product supplied by OMJPI. The agreement with OMJPI expires on December 31, 2014 and is subject to normal and customary early termination provisions. The agreement with OMJPI has been accounted for as a distribution arrangement. Accordingly, the Company has recorded the net sales of the authorized generic product in the period earned and reflected the cost of product sold and the royalty payments to OMJPI in costs of goods sold in the period incurred. | |||||||||
During 2011 and 2012, Atorvastatin was sold pursuant to an exclusive agreement with Pfizer, Inc. (“Pfizer”). The Company launched its authorized generic of Lipitor® on November 30, 2011. Due to the significant decline in the market for this product, the Company agreed to terminate this agreement effective January 1, 2013. In exchange, the Company is entitled to receive a royalty on future sales of the product by Pfizer through 2015. | |||||||||
Biosimilars Collaborations | |||||||||
On December 19, 2011, the Company entered into a collaboration agreement with Amgen, Inc. (“Amgen”) to develop and commercialize, on a worldwide basis, several oncology antibody biosimilar medicines (the “Amgen Collaboration Agreement”). Under the terms of the agreement, Amgen assumed primary responsibility for developing, manufacturing and initially commercializing the oncology antibody products. The Company agreed to contribute up to $400.0 million in co-development costs over the course of development, including the provision of development support, and will share product development risks. As of December 31, 2013, the Company has outstanding commitments of up to $312.4 million under the agreement. In addition, the Company will contribute its significant expertise in the commercialization and marketing of products in highly competitive specialty and generic markets, including helping effectively manage the lifecycle of the biosimilar products. The collaboration products are expected to be sold under a joint Amgen/Actavis label. The Company will initially receive royalties and sales milestones from product revenues. The collaboration will not pursue biosimilars of Amgen’s proprietary products. | |||||||||
On July 13, 2012, the Company entered into a global license agreement with Synthon, obtaining an exclusive license to its trastuzumab molecule, which is being developed as a biosimilar to Herceptin®. The Company subsequently assigned the agreement to Amgen, and contributed the product to the Company’s biosimilars collaboration with Amgen. Under the terms of the Synthon agreement, Amgen and the Company will assume all responsibility for worldwide development and commercialization of biosimilar trastuzumab, including Phase III clinical trials and global manufacturing. The agreement entitles Synthon to an initial payment and the opportunity to receive a milestone payment and royalties on net sales. Synthon will also receive compensation for transitional support activities provided under the agreement. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
NOTE 5 — Share-Based Compensation | |||||||||||||||||
The Company recognizes compensation expense for all share-based compensation awards made to employees and directors based on the fair value of the awards on the date of grant. A summary of the Company’s share-based compensation plans is presented below. | |||||||||||||||||
Equity Award Plans | |||||||||||||||||
The Company has adopted several equity award plans, all of which have been approved by the Company’s shareholders, which authorize the granting of options, restricted shares, restricted stock units and other forms of equity awards of the Company’s ordinary shares, subject to certain conditions. At December 31, 2013, the Company had reserved 10.2 million of its ordinary shares for issuance of share-based compensation awards under the Company’s equity award plans, which includes 1.3 million shares reserved under the Warner Chilcott plan. | |||||||||||||||||
Option award plans require options to be granted at the fair value of the shares underlying the options at the date of the grant and generally become exercisable over periods ranging from three to five years. Each option granted expires ten years from the date of grant. During the year ended December 31, 2013, the Company issued 225,000 stock options with an aggregate fair value of $4.9 million. The grant date fair value of options is based on a Black-Scholes grant date fair value of $21.63 per share. There were no option grants during the years ended December 31, 2012 and 2011. The Compensation Committee of the Board of Directors authorized and issued restricted stock and restricted stock units to the Company’s employees, including its executive officers and certain non-employee directors (the “Participants”) under the Company’s equity compensation plans. Restricted stock awards are grants that entitle the holder to shares of Ordinary Shares, subject to certain terms. Restricted stock unit awards are grants that entitle the holder the right to receive an Ordinary Share, subject to certain terms. Restricted stock and restricted stock unit awards (both time-based vesting and performance-based vesting) generally have restrictions eliminated over a one to four year vesting period. Restrictions generally lapse for non-employee directors after one year. Certain restricted stock units are performance-based awards issued at a target number with the actual number of restricted shares issued ranging based on achievement of the performance criteria. | |||||||||||||||||
During the year-ended December 31, 2013, the Company incurred $45.4 million of stock-based compensation relating to the Warner Chilcott Acquisition. These costs included the immediate vesting of outstanding equity for certain employees on October 1, 2013, as well as the recognition of compensation over the remaining vesting period for severed employees. | |||||||||||||||||
Fair Value Assumptions | |||||||||||||||||
The Company has granted equity-based incentives to its employees comprised of restricted stock and restricted stock units. All restricted stock and restricted stock units (whether time-based vesting or performance-based vesting), are granted and expensed, using the closing market price per share on the applicable grant date, over the applicable vesting period. Non-qualified options to purchase ordinary shares were granted to employees at exercise prices per share equal to the closing market price per share on the date of grant. The fair value of non-qualified options was determined on the applicable grant dates using the Black-Scholes method of valuation and that amount was recognized as an expense over the four year vesting period. | |||||||||||||||||
Share-Based Compensation Expense | |||||||||||||||||
Share-based compensation expense recognized in the Company’s results of operations for the years ended December 31, 2013, 2012 and 2011 was $133.6 million (including $1.5 million of non-equity settled awards), $48.8 million (including $0.7 million of non-equity settled awards) and $39.8 million, respectively (related tax benefits were $44.4 million, $17.7 million and $14.4 million, respectively). Unrecognized future stock-based compensation expense was $75.3 million as of December 31, 2013. This amount will be recognized as an expense over a remaining weighted average period of 1.9 years. Stock-based compensation is being amortized and charged to operations over the same period as the restrictions are eliminated for the Participants, which is generally on a straight-line basis. | |||||||||||||||||
Share Activity | |||||||||||||||||
The following is a summary of equity award activity for unvested restricted stock and stock units in the period from December 31, 2012 through December 31, 2013: | |||||||||||||||||
(in millions, except per share data) | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Grant Date | |||||||||||||||
Grant Date | Remaining | Fair Value | |||||||||||||||
Fair Value | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Restricted shares outstanding at December 31, 2012 | 2.6 | $ | 52.88 | 1.4 | $ | 137.5 | |||||||||||
Assumed in the Warner Chilcott Acquisition | 0.4 | 144 | 57.6 | ||||||||||||||
Granted | 0.9 | 84.48 | 76 | ||||||||||||||
Vested | (1.8 | ) | (58.71 | ) | (105.7 | ) | |||||||||||
Cancelled | (0.2 | ) | (66.06 | ) | (13.2 | ) | |||||||||||
Restricted shares outstanding at December 31, 2013 | 1.9 | $ | 80.12 | 1.4 | $ | 152.2 | |||||||||||
The following is a summary of equity award activity for non-qualified options to purchase ordinary shares in the period from December 31, 2012 through December 31, 2013: | |||||||||||||||||
(in millions, except per share data) | Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Outstanding, December 31, 2012 | 1.1 | $ | 31.5 | ||||||||||||||
Assumed in the Warner Chilcott Acquisition | 0.2 | 63.11 | |||||||||||||||
Granted | 0.2 | 86.86 | |||||||||||||||
Exercised | (1.0 | ) | 44.78 | ||||||||||||||
Cancelled | (0.1 | ) | 39.72 | ||||||||||||||
Outstanding, December 31, 2013 | 0.4 | $ | 43.5 | 3.4 | $ | 54.5 | |||||||||||
Vested and expected to vest at December 31, 2013 | 0.4 | $ | 40.35 | 3.1 | $ | 52.5 | |||||||||||
In addition to the awards discussed above, the Company also grants deminimis awards to be settled in cash due to local statutory requirements. |
Pension_and_Other_Postretireme
Pension and Other Postretirement Benefit Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Pension and Other Postretirement Benefit Plans | ' | ||||||||||||||||
NOTE 6 — Pension and Other Postretirement Benefit Plans | |||||||||||||||||
Employee Benefit Plan Obligations | |||||||||||||||||
As part of the Warner Chilcott Acquisition, on October 1, 2013, the Company assumed defined benefit pension plans (the “WC Plan”) covering certain employees in Western Europe. In connection with the Actavis Group Acquisition on October 31, 2012, the Company assumed all of the Actavis Group’s defined benefit obligations and assets for its qualified and non-qualified pension plans and postretirement plans. Prior to these acquisitions the Company did not have any material defined benefit plans. Retirement benefits are generally based on an employee’s years of service and compensation. Funding requirements are determined on an individual country and plan basis and are subject to local country practices and market circumstances. | |||||||||||||||||
Net periodic benefit cost of the defined benefit plans was deminimis in the year ended December 31, 2012. The net periodic benefit cost of the defined benefit plans for the year ended December 31, 2013 was as follows: | |||||||||||||||||
Defined Benefit | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2013(1) | |||||||||||||||||
Service cost | $ | 7 | |||||||||||||||
Interest cost | 6 | ||||||||||||||||
Other investments | (1.3 | ) | |||||||||||||||
Expected return on plan assets | (4.8 | ) | |||||||||||||||
Settlement loss | 0.2 | ||||||||||||||||
Net periodic benefit cost | $ | 7.1 | |||||||||||||||
-1 | Includes net periodic benefit cost from the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
Obligations and Funded Status | |||||||||||||||||
Employee benefit plans are an exception to the recognition and fair value measurement principles in business combinations. Employee benefit plan obligations are recognized and measured in accordance with the existing authoritative literature for accounting for benefit plans rather than at fair value. Accordingly, the Company remeasured the benefit plans acquired as part of its acquisitions and recognized an asset or liability for the funded status of these plans as of the respective acquisition dates. | |||||||||||||||||
Benefit obligation and asset data for the defined benefit plans, were as follows: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
(in millions) | 2013(2) | 2012(1) | |||||||||||||||
Change in Plan Assets | |||||||||||||||||
Fair value of plan assets at beginning of year | $ | 67.2 | $ | 66.5 | |||||||||||||
Fair value of plan assets assumed in the Warner Chilcott Acquistion | 79.1 | — | |||||||||||||||
Other acquisition related activity | 18.2 | — | |||||||||||||||
Reclassification to assets held for sale | (4.9 | ) | — | ||||||||||||||
Other contributions | 1.9 | — | |||||||||||||||
Actuarial gain | 4.5 | — | |||||||||||||||
Employer contribution | 8.4 | — | |||||||||||||||
Return on plan assets | 7.1 | 0.5 | |||||||||||||||
Benefits paid | (4.4 | ) | (0.2 | ) | |||||||||||||
Effects of exchange rate changes | 2.2 | 0.4 | |||||||||||||||
Fair value of plan assets at end of year | $ | 179.3 | $ | 67.2 | |||||||||||||
Change in Benefit Obligation | |||||||||||||||||
Benefit obligation at beginning of year | $ | 90.9 | $ | 89.9 | |||||||||||||
Benefit obligation assumed in the Warner Chilcott Acquistion | 97.5 | — | |||||||||||||||
Reclassification to assets held for sale | (10.4 | ) | — | ||||||||||||||
Other acquisition related activity | 40.6 | — | |||||||||||||||
Contributions | 2 | — | |||||||||||||||
Service cost | 7 | — | |||||||||||||||
Interest cost | 6 | 0.6 | |||||||||||||||
Actuarial (gain) | (1.1 | ) | — | ||||||||||||||
Benefit paid | (5.5 | ) | (0.2 | ) | |||||||||||||
Effects of exchange rate changes | 4.2 | 0.6 | |||||||||||||||
Benefit obligation at end of year | $ | 231.2 | $ | 90.9 | |||||||||||||
Funded status at end of year | $ | (51.9 | ) | $ | (23.7 | ) | |||||||||||
-1 | The year ended December 31, 2012 represents the period from October 31, 2012 to December 31, 2012. | ||||||||||||||||
-2 | The year ended December 31, 2013 includes benefit obligation and asset data from the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
The following table outlines the funded actuarial amounts recognized: | |||||||||||||||||
As of December 31, | |||||||||||||||||
(in millions) | 2013 | 2012 | |||||||||||||||
Current liabilities | $ | (0.1 | ) | $ | (3.5 | ) | |||||||||||
Noncurrent liabilities | (51.8 | ) | (20.2 | ) | |||||||||||||
$ | (51.9 | ) | $ | (23.7 | ) | ||||||||||||
The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the United States. In certain countries, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations. In these instances, benefit payments are typically paid directly by the Company as they become due. | |||||||||||||||||
Plan Assets | |||||||||||||||||
Companies are required to use a fair value hierarchy as defined in ASC Topic 820 “Fair Value Measurement,” (“ASC 820”) which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: | |||||||||||||||||
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 — Unobservable inputs that are supported by little or no market activity. The Level 3 assets are those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques with significant unobservable inputs, as well as instruments for which the determination of fair value requires significant judgment or estimation. | |||||||||||||||||
If the inputs used to measure the financial assets fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |||||||||||||||||
The fair values of the Company’s pension plan assets at December 31, 2013 by asset category are as follows: | |||||||||||||||||
(in millions) | Quoted Prices | Significant | Significant | Total | |||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets | |||||||||||||||||
Investment funds | |||||||||||||||||
U.S. large cap equities | $ | — | $ | — | $ | — | $ | — | |||||||||
Non-U.S. developed markets equities | 70.3 | — | — | 70.3 | |||||||||||||
Fixed income obligations | 83.6 | — | — | 83.6 | |||||||||||||
Other investments | |||||||||||||||||
Other | — | 25.4 | — | 25.4 | |||||||||||||
Total Assets | $ | 153.9 | $ | 25.4 | $ | — | $ | 179.3 | |||||||||
The fair values of the Company’s pension plan assets at December 31, 2012 by asset category are as follows: | |||||||||||||||||
(in millions) | Quoted Prices | Significant | Significant | Total | |||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets | |||||||||||||||||
Investment funds | |||||||||||||||||
U.S. large cap equities | $ | 5.4 | $ | — | $ | — | $ | 5.4 | |||||||||
Non-U.S. developed markets equities | 28.2 | — | — | 28.2 | |||||||||||||
Corporate obligations | 27.8 | — | — | 27.8 | |||||||||||||
Other investments | |||||||||||||||||
Other | 5.8 | — | — | 5.8 | |||||||||||||
Total Assets | $ | 67.2 | $ | — | $ | — | $ | 67.2 | |||||||||
The assets of the pension plan are held in separately administered trusts. The investment guidelines for the Company’s pension plans is to create an asset allocation that is expected to deliver a rate of return sufficient to meet the long-term obligation of the plan, given an acceptable level of risk. The target investment portfolio of the Company’s pension plans is allocated as follows: | |||||||||||||||||
Actual Asset | |||||||||||||||||
Allocations As | |||||||||||||||||
of | |||||||||||||||||
December 31, | |||||||||||||||||
2013(1) | 2012 | ||||||||||||||||
Bonds | 47 | % | 40 | % | |||||||||||||
Equity securities | 39 | % | 50 | % | |||||||||||||
Other investments | 14 | % | 10 | % | |||||||||||||
-1 | Includes the asset allocation of the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
Expected Contributions | |||||||||||||||||
Employer contributions to the pension plan during the year ending December 31, 2014 are expected to be $10.0 million. | |||||||||||||||||
Expected Benefit Payments | |||||||||||||||||
Total expected benefit payments for the Company’s pension plans are as follows (in millions): | |||||||||||||||||
2014 | $ | 7.4 | |||||||||||||||
2015 | 6.8 | ||||||||||||||||
2016 | 7.1 | ||||||||||||||||
2017 | 8.1 | ||||||||||||||||
2018 | 8.5 | ||||||||||||||||
Thereafter | 193.3 | ||||||||||||||||
Total Liability | $ | 231.2 | |||||||||||||||
Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service. The majority of the payments will be paid from plan assets and not Company assets. | |||||||||||||||||
Amounts Recognized in Other Comprehensive Income (Loss) | |||||||||||||||||
Net loss amounts reflect experience differentials primarily relating to differences between expected and actual returns on plan assets as well as the effects of changes in actuarial assumptions. Net loss amounts in excess of certain thresholds are amortized into net pension cost over the average remaining service life of employees. Balances recognized within accumulated other comprehensive income (loss) that have not been recognized as components of net periodic benefit costs are as follows (in million): | |||||||||||||||||
Defined Benefit | |||||||||||||||||
Balance as of December 31, 2012 | $ | — | |||||||||||||||
Net actuarial loss(1) | 5.6 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 5.6 | |||||||||||||||
-1 | Includes net accrual loss associated with the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
The Company does not expect to amortize amounts from accumulated other comprehensive income to net periodic benefit costs during 2014. | |||||||||||||||||
Information for defined benefit plans with an accumulated benefit obligation in excess of plan assets is presented below (in millions): | |||||||||||||||||
Defined Benefit | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Projected benefit obligations | $ | 231.2 | $ | 90.9 | |||||||||||||
Accumulated benefit obligations | $ | 214.4 | $ | 90.9 | |||||||||||||
Plan assets | $ | 179.3 | $ | 67.2 | |||||||||||||
Actuarial Assumptions | |||||||||||||||||
The weighted average assumptions used to calculate the projected benefit obligations of the Company’s defined benefit plans are as follows: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Discount rate | 3.9 | % | 4.5 | % | |||||||||||||
Salary growth rate | 3.8 | % | 4.6 | % | |||||||||||||
The weighted average assumptions used to calculate the net periodic benefit cost of the Company’s defined benefit plans are as follows: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Discount rate | 3.8 | % | 4.5 | % | |||||||||||||
Expected rate of return on plan assets | 3.3 | % | 5.1 | % | |||||||||||||
Salary growth rate | 2.5 | % | 4.6 | % | |||||||||||||
In order to select a discount rate for purposes of valuing the plan obligations the Company uses returns of long-term investment grade bonds and adjusts them as needed to fit the estimated duration of the plan liabilities. | |||||||||||||||||
The expected rate of return represents the average rate of return to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, long-term historical returns data are considered as well as actual returns on the plan assets and other capital markets experience. Using this reference information, the long-term return expectations for each asset category and a weighted average expected return was developed, according to the allocation among those investment categories. | |||||||||||||||||
Savings Plans | |||||||||||||||||
The Company also maintains certain defined contribution savings plans covering substantially all U.S.-based employees. The Company contributes to the plans based upon the employee contributions. The Company’s contributions to these retirement plans were $46.9 million, $25.8 million and $15.7 million in the years ended December 31, 2013, 2012 and 2011, respectively. |
Other_Income_Expense
Other Income (Expense) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Other Income And Expenses [Abstract] | ' | ||||||||||||
Other Income (Expense) | ' | ||||||||||||
NOTE 7 — Other Income (Expense) | |||||||||||||
Other income (expense) consisted of the following (in millions): | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Gain on sale of products | $ | 4.3 | $ | 88.7 | $ | — | |||||||
Gain on sale of investments | — | 28.8 | 0.8 | ||||||||||
Gain on sale of divested products | — | 24 | — | ||||||||||
Gain on sale of business | 2.3 | — | — | ||||||||||
Loss on extinguishment of debt | (18.5 | ) | — | — | |||||||||
Loss on foreign exchange derivative | — | (70.4 | ) | — | |||||||||
Bridge loan expenses | — | (37.1 | ) | — | |||||||||
Earnings (losses) on equity method investments | 6 | 1.3 | (4.5 | ) | |||||||||
Other income | 25.7 | 3.2 | 3.2 | ||||||||||
Other income (expense) | $ | 19.8 | $ | 38.5 | $ | (0.5 | ) | ||||||
Gain on Sale of Products | |||||||||||||
As a result of the sale of select rights to Taro Pharmaceuticals North America, Inc., we recorded a gain of $4.3 million in other income (expense), in the year ended December 31, 2013. As a result of the Rugby Sale, the Company recorded a gain of $88.7 million in other income (expense), in the year ended December 31, 2012. | |||||||||||||
Gain on Sale of Investments | |||||||||||||
As a result of the Moksha8 Sale, the Company recorded a gain of $28.8 million in other income (expense) in the year ended December 31, 2012. | |||||||||||||
Gain on Sale of Divested Products | |||||||||||||
In order to obtain regulatory clearance under Hart-Scott-Rodino, in connection with the Warner Chilcott Acquisition, we were required to divest certain assets. On October 1, 2013, four generic pharmaceutical products were sold to Amneal Pharmaceuticals for consideration of $10.0 million, subject to certain refunds of purchase price provisions, which resulted in a deminimis impact on net income. The divested products consisted of both commercial and development stage products in both oral contraceptive and osteoporosis treatment. Net sales of divested products were $2.5 million, $4.6 million and $0.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
In order to obtain regulatory approval under Hart-Scott-Rodino, in connection with the Actavis Group Acquisition, the Company was required to divest certain assets. On October 31, 2012, a total of 22 generic pharmaceutical products owned by either Actavis Group or Watson Pharmaceuticals, Inc. were sold to Par Pharmaceuticals Companies, Inc. and Sandoz, Inc., which resulted in a gain of $24.0 million in the year ended December 31, 2012. The divested products consisted of both commercial and development stage products in a number of therapeutic categories where the two companies owned overlapping products. Watson Pharmaceuticals, Inc.’s net sales of divested products were $18.5 million and $7.3 million for the years ended December 31, 2012 and 2011, respectively. Actavis Group’s net sales of divested products were $60.8 million and $90.2 million for the years ended December 31, 2012 and 2011, respectively. The sale of the Actavis Group divested products did not have an impact on our net revenues as these amounts were not included in the results of operations of the Company for the respective periods. For the years ended December 31, 2012 and 2011, no one product accounted for more than one percent of the Company’s consolidated net revenues. For additional information refer to “NOTE — 4 “Acquisitions and Other Agreements.” | |||||||||||||
Gain on Sale of Business | |||||||||||||
On November 27, 2013, the Company sold its Changzhou Watson Pharmaceuticals Co., Ltd (“Changzhou”) business to Great Harmony Enterprises Limited, a Hong Kong Company. As a result of the sale, we recorded a gain of $2.3 million in other income (expense) in the year ended December 31, 2013. | |||||||||||||
Loss on Extinguishment of Debt | |||||||||||||
As a result of the extinguishment of our $450.0 million senior secured notes (Refer to “Note 13 — Long Term Debt”), the Company recorded a loss of $17.1 million in other income (expense) in the year ended December 31, 2013. In addition, the Company incurred a $1.5 million non-cash write-off of deferred loan costs in connection with the optional prepayment of term loan indebtedness. | |||||||||||||
Loss on Foreign Exchange Derivative | |||||||||||||
Included in the year ended December 31, 2012 is approximately $70.4 million of realized losses for the derivative instruments entered into in order to mitigate the exposure resulting from movements of the U.S. dollar against the Euro in connection with the Actavis Group Acquisition. | |||||||||||||
Bridge Loan Expenses | |||||||||||||
Included in the year ended December 31, 2012 is approximately $37.1 million for the expenses of the bridge loan entered into to fund the Actavis Group Acquisition. | |||||||||||||
Other Income (loss) | |||||||||||||
Other income for the year ended December 31, 2013 includes a gain from the release of funds held in an escrow account established in connection with the Arrow Acquisition ($15.0 million), a gain on foreign currency derivative transactions ($14.1 million), and a gain on the sale of securities ($1.1 million), offset in part by the release of an indemnification receivable established in connection with an acquisition ($8.8 million). | |||||||||||||
Included in other income for the year ended December 31, 2012 is a $3.0 million contract termination settlement received by an equity method investee and a $0.8 million gain related to the revaluation of securities issued by an equity method investee. |
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
NOTE 8 — Inventories | |||||||||
Inventories consist of finished goods held for sale and distribution, raw materials and work-in-process. Included in inventory at December 31, 2013 and December 31, 2012 is approximately $16.4 million and $49.7 million, respectively, of inventory that is pending approval by the FDA, by other regulatory agencies or has not been launched due to contractual restrictions. The decrease was primarily due to lidocaine inventories. This inventory consists of generic pharmaceutical products that are capitalized only when the bioequivalence of the product is demonstrated or the product has already received regulatory approval and is awaiting a contractual triggering event to enter the marketplace. | |||||||||
Inventories consisted of the following as of December 31, 2013 and 2012: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 522 | $ | 426.9 | |||||
Work-in-process | 168.9 | 126.2 | |||||||
Finished goods | 1,250.30 | 1,104.60 | |||||||
1,941.20 | 1,657.70 | ||||||||
Less: inventory reserves | 154.9 | 111.2 | |||||||
Inventories, net | $ | 1,786.30 | $ | 1,546.50 | |||||
Included in finished goods inventory as of December 31, 2013 was $235.1 million relating to the fair value step-up associated with the Warner Chilcott Acquisition. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Expenses | ' | ||||||||
NOTE 9 — Accounts payable and accrued expenses | |||||||||
Trade accounts payable was $493.3 million and $598.6 million as of December 31, 2013 and 2012, respectively. | |||||||||
Accrued expenses consisted of the following (in millions): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued expenses: | |||||||||
Accrued third-party rebates | $ | 615.8 | $ | 551.1 | |||||
Litigation-related reserves and legal fees | 265.7 | 183.8 | |||||||
Accrued payroll and related benefits | 240.2 | 260.1 | |||||||
Royalties and sales agent payables | 119.1 | 86.2 | |||||||
Accrued indirect returns | 103.2 | 83.3 | |||||||
Accrued severence, retention and other shutdown costs | 89.3 | 65.1 | |||||||
Interest payable | 68.9 | 49.5 | |||||||
Accrued R&D expenditures | 46.6 | 17.7 | |||||||
Accrued non-provision taxes | 43.7 | 13.5 | |||||||
Accrued selling and marketing expenditures | 38.1 | 11.1 | |||||||
Current portion of contingent consideration obligations | 33.8 | 351.9 | |||||||
Accrued professional fees | 22.6 | 13.1 | |||||||
Accrued co-promotion liabilities | 14.8 | — | |||||||
Other accrued expenses | 148.1 | 182.9 | |||||||
Total accrued expenses | $ | 1,849.90 | $ | 1,869.30 | |||||
Property_Plant_and_Equipment_N
Property, Plant and Equipment, Net | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Net | ' | ||||||||||||||||||||||||||||||||
NOTE 10 — Property, plant and equipment, net | |||||||||||||||||||||||||||||||||
Property, plant and equipment, net consisted of the following (in millions): | |||||||||||||||||||||||||||||||||
Land and | Machinery | Research | Other | Transportation | Buildings and | Construction | Total | ||||||||||||||||||||||||||
land | and | and | leasehold | in progress | |||||||||||||||||||||||||||||
improvements | equipment | laboratory | improvements | ||||||||||||||||||||||||||||||
equipment | |||||||||||||||||||||||||||||||||
Cost | |||||||||||||||||||||||||||||||||
At December 31, 2012 | $ | 62.7 | $ | 805.1 | $ | 112.4 | $ | 296.7 | $ | 30.2 | $ | 808.7 | $ | 114.7 | $ | 2,230.50 | |||||||||||||||||
Additions | 4 | 79.1 | 3.5 | 36.9 | 4.8 | 30.2 | 19.3 | 177.8 | |||||||||||||||||||||||||
Additions due to the Warner Chilcott Acquisition | 20.7 | 62.1 | — | 34.9 | 32.5 | 51.1 | 18.7 | 220 | |||||||||||||||||||||||||
Disposals / transfers / impairments | (19.2 | ) | (48.0 | ) | (1.4 | ) | (4.2 | ) | (5.7 | ) | (25.5 | ) | (1.0 | ) | (105.0 | ) | |||||||||||||||||
Transfer to assets held for sale | — | (8.0 | ) | — | (1.3 | ) | — | (3.6 | ) | — | (12.9 | ) | |||||||||||||||||||||
Currency translation | 0.2 | 11.4 | 0.1 | 0.3 | — | 5.3 | 1.2 | 18.5 | |||||||||||||||||||||||||
At December 31, 2013 | $ | 68.4 | $ | 901.7 | $ | 114.6 | $ | 363.3 | $ | 61.8 | $ | 866.2 | $ | 152.9 | $ | 2,528.90 | |||||||||||||||||
Accumulated depreciation | |||||||||||||||||||||||||||||||||
At December 31, 2012 | $ | — | $ | 299.9 | $ | 80.9 | $ | 214.7 | $ | 5.4 | $ | 144.6 | $ | — | $ | 745.5 | |||||||||||||||||
Additions | — | 97.3 | 8.9 | 32.3 | 6.4 | 57.1 | — | 202 | |||||||||||||||||||||||||
Disposals / transfers / impairments | — | (25.0 | ) | (0.9 | ) | (1.1 | ) | (3.8 | ) | (5.4 | ) | — | (36.2 | ) | |||||||||||||||||||
Transfer to assets held for sale | — | (0.5 | ) | — | (0.8 | ) | — | (0.7 | ) | — | (2.0 | ) | |||||||||||||||||||||
Currency translation | — | 2.6 | (0.1 | ) | — | — | 0.3 | — | 2.8 | ||||||||||||||||||||||||
At December 31, 2013 | $ | — | $ | 374.3 | $ | 88.8 | $ | 245.1 | $ | 8 | $ | 195.9 | $ | — | $ | 912.1 | |||||||||||||||||
Net book value | |||||||||||||||||||||||||||||||||
At December 31, 2012 | $ | 62.7 | 505.2 | 31.5 | 82 | 24.8 | 664.1 | 114.7 | $ | 1,485.00 | |||||||||||||||||||||||
At December 31, 2013 | $ | 68.4 | 527.4 | 25.8 | 118.2 | 53.8 | 670.3 | 152.9 | $ | 1,616.80 | |||||||||||||||||||||||
Depreciation expense was $202.0 million, $97.5 million and $93.6 million in the years ended December 31, 2013, 2012 and 2011, respectively. |
Investments_in_Marketable_Secu
Investments in Marketable Securities and Other Investments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||
Investments in Marketable Securities and Other Investments | ' | ||||||||||||||||
NOTE 11 — Investments in Marketable Securities and Other Investments | |||||||||||||||||
Investments in marketable securities and other investments consisted of the following (in millions): | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Treasury and agency securities — maturing within one year | $ | 2.5 | $ | 6.5 | |||||||||||||
U.S. Treasury and agency securities — maturing within two years | — | 2.5 | |||||||||||||||
Total marketable securities | $ | 2.5 | $ | 9 | |||||||||||||
Investments and other assets: | |||||||||||||||||
Equity method investments | $ | 12.3 | $ | 9.6 | |||||||||||||
Cost method and other long-term investments | 1 | 1 | |||||||||||||||
Taxes receivable | 57.7 | — | |||||||||||||||
Other assets | 66.5 | 80.6 | |||||||||||||||
Total investments and other assets | $ | 137.5 | $ | 91.2 | |||||||||||||
The Company’s marketable securities and other long-term investments are classified as available-for-sale and are recorded at fair value based on quoted market prices using the specific identification method. These investments are classified as either current or non-current, as appropriate, in the Company’s consolidated balance sheets. | |||||||||||||||||
The following table provides a summary of the fair value and unrealized gains (losses) related to the Company’s available-for-sale securities classified as current assets (in millions): | |||||||||||||||||
At December 31, 2013 | Amortized Cost | Gross Unrealized | Gross Unrealized | Fair Value | |||||||||||||
Gains | Losses | ||||||||||||||||
Available-for-sale: | |||||||||||||||||
U.S. treasury and agency securities | $ | 2.5 | $ | — | $ | — | $ | 2.5 | |||||||||
Total | $ | 2.5 | $ | — | $ | — | $ | 2.5 | |||||||||
At December 31, 2012 | Amortized Cost | Gross Unrealized | Gross Unrealized | Fair Value | |||||||||||||
Gains | Losses | ||||||||||||||||
Available-for-sale: | |||||||||||||||||
U.S. treasury and agency securities | $ | 9 | $ | — | $ | — | $ | 9 | |||||||||
Total | $ | 9 | $ | — | $ | — | $ | 9 | |||||||||
Current Investments | |||||||||||||||||
The Company invests in U.S. treasury and agency securities. These investments are included in marketable securities on the Company’s consolidated balance sheets at December 31, 2013 and 2012. Current investments are classified as available-for-sale and are recorded at fair value based on quoted market prices. | |||||||||||||||||
Investment in Equity Method Investments | |||||||||||||||||
The Company’s equity method investments at December 31, 2013 consist of various equity method investments in privately held companies. | |||||||||||||||||
Cost Method Investments | |||||||||||||||||
The Company’s cost method investments consist primarily of investments in common shares of a number of private and public companies where its ownership interest is less than 20% or where it does not have the ability to exercise significant influence. | |||||||||||||||||
The movements in long-term investments were as follows (in millions): | |||||||||||||||||
Equity Method | Cost Method | ||||||||||||||||
Balance at December 31, 2012 | $ | 9.6 | $ | 1 | |||||||||||||
Additions | 5.6 | — | |||||||||||||||
Distributions | (3.3 | ) | — | ||||||||||||||
Impairment | — | — | |||||||||||||||
Foreign currency | 0.4 | — | |||||||||||||||
Balance at December 31, 2013 | $ | 12.3 | $ | 1 | |||||||||||||
Other Assets | |||||||||||||||||
Other assets include security and equipment deposits and deferred financing fees, net of amortization. |
Goodwill_Product_Rights_and_Ot
Goodwill, Product Rights and Other Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill, Product Rights and Other Intangible Assets | ' | ||||||||||||||||||||||||
NOTE 12 — Goodwill, Product Rights and Other Intangible Assets | |||||||||||||||||||||||||
Goodwill for the Company’s reporting segments consisted of the following (in millions): | |||||||||||||||||||||||||
Actavis Pharma | Anda Distribution | Total | |||||||||||||||||||||||
Balance at December 31, 2012 | $ | 4,767.90 | $ | 86.3 | $ | 4,854.20 | |||||||||||||||||||
Additions through acquisitions and adjustments to acquisition accounting | 4,019.30 | — | 4,019.30 | ||||||||||||||||||||||
Measurement period adjustments and other | (35.5 | ) | — | (35.5 | ) | ||||||||||||||||||||
Impairment losses | (647.5 | ) | — | (647.5 | ) | ||||||||||||||||||||
Foreign exchange and other adjustments | 7.1 | — | 7.1 | ||||||||||||||||||||||
Balance at December 31, 2013 | $ | 8,111.30 | $ | 86.3 | $ | 8,197.60 | |||||||||||||||||||
During the year ended December 31, 2013, the following key items impacted goodwill: | |||||||||||||||||||||||||
• | The increase in Actavis Pharma segment goodwill in 2013 is primarily due to goodwill of $3,992.9 million recognized in connection with the Warner Chilcott Acquisition and the goodwill recognized in connection with the Uteron Acquisition of $26.4 million; | ||||||||||||||||||||||||
• | As described below, the Company recorded an impairment of the Actavis Pharma — Europe reporting unit of $647.5 million, representing primarily all the goodwill allocated to this reporting unit. | ||||||||||||||||||||||||
During the 2013 integration of the Actavis Group with the Watson business, the Company reorganized its organizational structure and management performance reporting, which was further reorganized in January of 2014. Previously, the reporting units within our Actavis Pharma operating segment were organized as follows: Americas (The United States of America (“U.S.”), Canada, Latin America), Europe (Europe, Russia, Commonwealth of Independent States (“CIS”), and Turkey), and MEAAP (Middle East, Africa, Australia, and Asia Pacific). These reporting units combined the Watson and Actavis Group businesses. Previously, goodwill for the Watson’s Global Generics operating segment was tested as one unit. The combination of the Watson and the Actavis Group business and net assets in the European reporting unit, combined with other market factors, led to the impairment of the goodwill associated with this reporting unit. | |||||||||||||||||||||||||
During the second quarter of 2013, concurrent with the availability of discrete financial information for our new reporting units, the Company completed an extensive review of its operating businesses, including exploring options for addressing overall profitability of seven Western European commercial operations consisting of, among other things, restructuring their operations, refocusing their activities on specific sub-markets, as well as potential divestitures of such businesses to other third parties. The potential impact of these conditions were considered in the Company’s projections when determining the indicated fair value of its reporting units for the impairment tests that were performed during the second quarter of this year. Upon completion of step one of the impairment analysis for each of the Company’s reporting units, it was concluded the fair value of the Actavis Pharma — Europe reporting unit was below its carrying value including goodwill. This was primarily related to the integration of our Arrow Group (acquired on December 2, 2009, in exchange for cash consideration of $1.05 billion, approximately 16.9 million shares of the Company’s Restricted Ordinary Shares and 200,000 shares of the Company’s Mandatorily Redeemable Preferred Stock and certain contingent consideration (the “Arrow Group Acquisition”)) with the Actavis Group in Europe. The fair value of the Company’s reporting units was estimated based on a discounted cash flow model using management’s business plans and projections as the basis for expected future cash flows for approximately five years and residual growth rates ranging from 2% to 4% thereafter. Management believes that the assumptions it used for the impairment tests performed are consistent with those that would be utilized by a market participant in performing similar valuations of its reporting units. A separate discount rate was utilized for each reporting unit that was derived from published sources and, on a weighted average basis, a discount rate of 8% was utilized using the Company’s weighted average cost of capital, which considered the overall inherent risk of the reporting unit and the rate of return a market participant would expect. As a result of completing step two of the Company’s impairment analysis, the Company recorded an impairment of the Actavis Pharma — Europe reporting unit of $647.5 million, representing primarily all the goodwill allocated to this reporting unit, in the year ended December 31, 2013. | |||||||||||||||||||||||||
During the second quarter of 2013, the Company tested its reporting units, in addition to Actavis Pharma — Europe, for impairment, none of which yielded an impairment in step one of the test. The Company will continue to monitor the carrying value of goodwill, particularly with respect to our Actavis Pharma — MEAAP and Actavis Pharma — Third Party reporting units. As of June 30, 2013, Actavis Pharma — Third Party had $125.0 million of goodwill and Actavis Pharma — MEAAP had $178.0 million of goodwill. As of the annual impairment test, these two reporting units had fair values that exceeded carrying values by at least 23%. However, because some of the inherent assumptions and estimates used in determining fair value of these reporting units are outside the control of management, including interest rates, the cost of capital and tax rates, changes in these underlying assumptions can also adversely impact the business units’ fair value. The amount of any impairment is dependent on all these factors, which cannot be predicted with certainty, and may result in impairment for a portion or all of the goodwill amounts noted previously. Holding all other assumptions constant at the test date, a 100 basis point increase in the discount rate would reduce the fair values that exceeded carrying values from the 23% to as low as 6%. If economic and market conditions deteriorate or do not perform as forecasted in these reporting units, this could increase the likelihood of future non-cash impairment charges related to our goodwill. The Company also reconciled the fair value of its aggregated reporting units to its market capitalization as of June 30, 2013 with a reasonable implied control premium. | |||||||||||||||||||||||||
During the second quarter of 2012, the Company performed its annual impairment assessment of goodwill, IPR&D and trade name intangibles assets with indefinite-lives. The Company determined there was no impairment associated with goodwill or trade name intangible assets. | |||||||||||||||||||||||||
Product rights and other intangible assets consisted of the following (in millions): | |||||||||||||||||||||||||
Cost basis | Balance as of | Acquisitions | Impairments | Other | CTA | Balance as of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||
Intangibles with definite lives: | |||||||||||||||||||||||||
Product rights and other related intangibles | $ | 5,117.60 | $ | 3,150.20 | $ | (98.7 | ) | $ | 231.1 | $ | 19.3 | $ | 8,419.50 | ||||||||||||
Core technology | 92.2 | — | — | — | 0.9 | 93.1 | |||||||||||||||||||
Customer relationships | 169 | — | — | (13.6 | ) | 1.8 | 157.2 | ||||||||||||||||||
Total definite-lived intangible assets | $ | 5,378.80 | $ | 3,150.20 | $ | (98.7 | ) | $ | 217.5 | $ | 22 | $ | 8,669.80 | ||||||||||||
Intangibles with indefinite lives: | |||||||||||||||||||||||||
IPR&D | 384.6 | 2,149.70 | (4.9 | ) | (204.3 | ) | 9.5 | 2,334.60 | |||||||||||||||||
Trade Name | 76.2 | — | — | — | — | 76.2 | |||||||||||||||||||
Total indefinite-lived intangible assets | 460.8 | 2,149.70 | (4.9 | ) | (204.3 | ) | 9.5 | 2,410.80 | |||||||||||||||||
Total product rights and related intangibles | $ | 5,839.60 | $ | 5,299.90 | $ | (103.6 | ) | $ | 13.2 | $ | 31.5 | $ | 11,080.60 | ||||||||||||
Accumulated Amortization | Balance as of | Amortization | Impairments | Other | CTA | Balance as of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||
Intangibles with definite lives: | |||||||||||||||||||||||||
Product rights and other related intangibles | $ | (2,000.3 | ) | $ | (823.8 | ) | $ | 42.4 | $ | — | $ | 9.5 | $ | (2,772.2 | ) | ||||||||||
Core technology | (27.9 | ) | (7.1 | ) | — | — | — | (35.0 | ) | ||||||||||||||||
Customer relationships | (27.1 | ) | (11.8 | ) | — | — | — | (38.9 | ) | ||||||||||||||||
Total definite-lived intangible assets | $ | (2,055.3 | ) | $ | (842.7 | ) | $ | 42.4 | $ | — | $ | 9.5 | $ | (2,846.1 | ) | ||||||||||
Total indefinite-lived intangible assets | — | — | — | — | — | — | |||||||||||||||||||
Total product rights and related intangibles | $ | (2,055.3 | ) | $ | (842.7 | ) | $ | 42.4 | $ | — | $ | 9.5 | $ | (2,846.1 | ) | ||||||||||
Net Product Rights and Other Intangibles | $ | 3,784.30 | $ | 8,234.50 | |||||||||||||||||||||
On October 1, 2013, the Company acquired intangible assets in connection with the Warner Chilcott Acquisition of $4,729.0 million, including $3,021.0 million relating to product rights and other related intangibles. In addition the Company acquired IPR&D of $1,708.0 million. In the fourth quarter of 2013, the Company entered into the Sanofi Amendment, resulting in an addition to intangible assets of $125.0 million. | |||||||||||||||||||||||||
In January 2013, in connection with the Uteron Acquisition, the Company acquired IPR&D of $250.0 million. | |||||||||||||||||||||||||
In June 2013, in connection with the acquisition of Medicines360, the Company recorded IPR&D of $191.7 million. | |||||||||||||||||||||||||
During the year ended December 31, 2013, we recorded an impairment charge associated with Gabapentin of $10.8 million, acquired as part of the Actavis Group Acquisition, a $4.4 million impairment charge associated with the Arrow Group Acquisition, an impairment of a product right intangible asset in connection with the Specifar Acquisition for $13.9 million and charges associated with fair value adjustments relating to our assets held for sale. | |||||||||||||||||||||||||
In October 2012, the Company acquired intangible assets in connection with the Actavis Group Acquisition of $1,697.6 million relating to CMP, $272.9 relating to IPR&D, $38.9 relating to core technology, $427.8 million relating to trademarks and $103.7 relating to customer relationships. CMP intangibles have been included in product rights and other related intangibles and will be amortized over a weighted average useful life of 10.8 years. | |||||||||||||||||||||||||
In January 2012, the Company acquired product rights, contractual rights and trade name intangible assets in connection with the Ascent Acquisition of $192.6 million. These intangibles have been included in product rights and other related intangibles and will be amortized over a weighted average useful life. | |||||||||||||||||||||||||
During the second quarter of 2012, the Company recorded an impairment charge of $101.0 million related to certain IPR&D assets acquired as part of the Specifar Acquisition resulting in the decrease of IPR&D assets at December 31, 2012. The charge was related to three products in development as a result of various factors occurring during the same period mainly related to delays in expected launch dates, competitive factors resulting in realization of lower pricing and incremental costs related to manufacturing efforts. During the fourth quarter of 2012, the Company recorded an impairment charge of $16.8 million related to esomeprazole product rights following the Company decision to discontinue selling the product as a result of products acquired in connection with the Actavis Group acquisition. | |||||||||||||||||||||||||
The Company re-evaluates the carrying value of identifiable intangible and long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company continually evaluates the appropriateness of useful lives assigned to long-lived assets, including product rights. | |||||||||||||||||||||||||
Due to changes in market conditions in certain international locations and forecasted performance of certain products not yet launched, the Company performed off-cycle impairment reviews in 2011 and recorded impairment charges of $102.8 million related to certain acquired IPR&D assets during 2011. The impairment charges in 2011 include $75.8 million related to IPR&D intangibles acquired in the Company’s acquisition of the progesterone gel business from Columbia and $27.0 million of IPR&D intangibles acquired in the Arrow Acquisition. These impairment charges result from the Company’s then current estimates of the fair value of these IPR&D assets, based on updated forecasts, compared to their assigned fair values on the acquisition date. The fair value of acquired identifiable intangible assets generally is determined using an income approach, based on a forecast of all expected future net cash flows related to the asset which are adjusted to present value using appropriate discount rates. Forecasts used to determine fair values of IPR&D assets are based on assumptions which include, among other factors, the impact of changes to the development programs, the current competitive environment, the regulatory timeframes impacting future product launch dates and the risk associated with these assets. | |||||||||||||||||||||||||
Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense on product rights over the next five years is estimated to be as follows (in millions): | |||||||||||||||||||||||||
Amount | |||||||||||||||||||||||||
2014 | $ | 1,667.00 | |||||||||||||||||||||||
2015 | $ | 1,243.00 | |||||||||||||||||||||||
2016 | $ | 767 | |||||||||||||||||||||||
2017 | $ | 609 | |||||||||||||||||||||||
2018 | $ | 496 | |||||||||||||||||||||||
The above amortization expense is an estimate. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, finalization of preliminary fair value estimate, potential impairments, accelerated amortization or other events. |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long-Term Debt | ' | ||||||||
NOTE 13 — Long-Term Debt | |||||||||
Debt consisted of the following (in millions): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
WC Term Loan Agreement | $ | 1,832.80 | $ | — | |||||
Amended and Restated ACT Term Loan | 1,310.00 | 1,700.00 | |||||||
Revolving Credit Facility | 265 | — | |||||||
Senior Notes: | |||||||||
$450.0 million 5.00% notes | — | 450 | |||||||
$1,200.0 million 1.875% notes due October 1, 2017 | 1,200.00 | 1,200.00 | |||||||
$1,250.0 million 7.75% notes due September 15, 2018 | 1,250.00 | — | |||||||
$400.0 million 6.125% notes due August 14, 2019 | 400 | 400 | |||||||
$1,700.0 million 3.250% notes due October 1, 2022 | 1,700.00 | 1,700.00 | |||||||
$1,000.0 million 4.625% notes due October 1, 2042 | 1,000.00 | 1,000.00 | |||||||
Plus: Unamortized premium | 103.9 | — | |||||||
Less: Unamortized discount | (31.9 | ) | (35.1 | ) | |||||
Senior Notes, net | 5,622.00 | 4,714.90 | |||||||
Capital leases | 22.2 | 18.4 | |||||||
Total debt | 9,052.00 | 6,433.30 | |||||||
Less: Current portion | 534.6 | 176.2 | |||||||
Total long-term debt and capital leases | $ | 8,517.40 | $ | 6,257.10 | |||||
Credit Facility Indebtedness | |||||||||
2013 Term Loan | |||||||||
WC Term Loan Agreement | |||||||||
On October 1, 2013 (the “Closing Date”), Warner Chilcott Corporation (“WC Corporation”), WC Luxco S.à r.l. (“WC Luxco”), WCCL (“WC Company” and, together with WC Corporation and WC Luxco, the “WC Borrowers”), as borrowers, and Warner Chilcott Finance LLC, as a subsidiary guarantor, became parties to that certain Warner Chilcott Term Loan Credit and Guaranty Agreement (the “WC Term Loan Agreement”), dated as of August 1, 2013, by and among the Company, as parent guarantor, Bank of America (“BofA”), as administrative agent thereunder and a syndicate of banks participating as lenders. Pursuant to the WC Term Loan Agreement, on the Closing Date, the lenders party thereto provided term loans to the WC Borrowers in a total aggregate principal amount of $2.0 billion, comprised of (i) a $1.0 billion tranche that will mature on October 1, 2016 (the “Three Year Tranche”) and (ii) a $1.0 billion tranche that will mature on October 1, 2018 (the “Five Year Tranche”). The proceeds of borrowings under the WC Term Loan Agreement, together with $41.0 million of cash on hand, were used to finance, the repayment in full of all amounts outstanding under Warner Chilcott’s then-existing Credit Agreement, dated as of March 17, 2011, as amended by Amendment No. 1 on August 20, 2012, among the WC Borrowers, BofA, as administrative agent and a syndicate of banks participating as lenders. | |||||||||
Borrowings under the WC Term Loan Agreement bear interest at the applicable WC Borrower’s choice of a per annum rate equal to either (i) a base rate plus an applicable margin per annum varying from (x) 0.00% per annum to 0.75% per annum under the Three Year Tranche and (y) 0.125% per annum to 0.875% per annum under the Five Year Tranche, depending on the publicly announced debt ratings for non-credit-enhanced, senior unsecured long-term indebtedness of Parent (such applicable debt rating the “Debt Rating”) or (b) a Eurodollar rate, plus an applicable margin varying from (x) 1.00% per annum to 1.75% per annum under the Three Year Tranche and (y) 1.125% per annum to 1.875% per annum under the Five Year Tranche, depending on the Debt Rating. | |||||||||
The outstanding principal amount of loans under the Three Year Tranche is not subject to quarterly amortization and shall be payable in full on the three year anniversary of the Closing Date. The outstanding principal amount of loans under the Five Year Tranche is payable in equal quarterly amounts of 2.50% per quarter prior to the fifth anniversary of the Closing Date, with the remaining balance payable on the fifth year anniversary of the Closing Date. | |||||||||
The WC Term Loan Agreement provides that all obligations thereunder are jointly and severally guaranteed by (i) the Company, (ii) each subsidiary of the Company (other than any WC Borrower) that is a primary obligor or a guarantor under the 7.75% senior notes due 2018 issued by the Puerto Rico Borrower and Warner Chilcott Finance LLC and (iii) any subsidiary (other than any WC Borrower) that becomes a guarantor of third party indebtedness of a WC Borrower in an aggregate principal amount exceeding $200.0 million (unless, in the case of a foreign subsidiary, such guarantee would give rise to adverse tax consequences as reasonably determined by Parent). | |||||||||
The New Term Loan Agreement contains representations and warranties, financial reporting covenants and other affirmative covenants, negative covenants, a financial covenant and events of default that are substantially similar to those in the Amended and Restated Credit Facilities. | |||||||||
During the year ended December 31, 2013, the Company made optional prepayments totaling $75.0 million of its indebtedness under the Three Year Tranche and $67.3 million of its indebtedness under the Five Year Tranche. As of December 31, 2013, the outstanding indebtedness under the Three Year Tranche and the Five Year Tranche was $925.0 million and $907.8 million, respectively. The book value of the outstanding indebtedness approximates fair value as the debt is at variable interest rates and re-prices frequently. | |||||||||
Amended and Restated Actavis, Inc. Credit and Guaranty Agreements | |||||||||
Amended and Restated ACT Term Loan | |||||||||
On the Closing Date and pursuant to that certain Term Loan Amendment Agreement (the “Term Amendment Agreement”), by and among Actavis, Inc., a wholly owned subsidiary of the Company, BofA, as administrative agent thereunder, and the lenders party thereto, dated as of August 1, 2013, the Company, as parent guarantor, Actavis WC Holding S.à r.l. (the “ACT Borrower”), as borrower, Actavis, Inc., as a subsidiary guarantor, and BofA, as administrative agent, entered into that certain Amended and Restated Actavis Term Loan Credit and Guaranty Agreement (the “ACT Term Loan Agreement”), dated as of October 1, 2013. The ACT Term Loan Agreement amended and restated Actavis, Inc.’s $1,800.0 million senior unsecured term loan credit facility, dated as of June 22, 2012. At closing, an aggregate principal amount of $1,572.5 million was outstanding under the ACT Term Loan Agreement. | |||||||||
The Amended and Restated Term Loan provides that loans thereunder will bear interest, at the Company’s choice, of a per annum rate equal to either (a) a base rate, plus an applicable margin per annum varying from 0.00% per annum to 1.00% per annum depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from 1.00% per annum to 2.00% per annum depending on the Debt Rating. | |||||||||
The Amended and Restated Term Loan matures on October 31, 2017 (or if such day is not a business day, the next preceding business day). The outstanding principal amount is payable in equal quarterly installments of 2.50% per quarter, with the remaining balance payable on the maturity date. | |||||||||
The ACT Term Loan Agreement contains covenants that are substantially similar to those in the Company’s Amended and Restated Revolver (defined below). The ACT Term Loan Agreement contains standard events of default (the occurrence of which may trigger an acceleration of amounts outstanding under the ACT Term Loan Agreement). The ACT Term Loan Agreement became effective in accordance with its terms on October 1, 2013. | |||||||||
The Company is subject to, and, at December 31, 2013, was in compliance with, all financial and operational covenants under the terms of the ACT Term Loan Agreement. During the year ended December 31, 2013, the Company made optional prepayments of $220.0 million of indebtedness under the ACT Term Loan Agreement. The outstanding balance of the Term Loan at December 31, 2013 was $1,310.0 million. The book value of the outstanding indebtedness approximates fair value as the debt is at variable interest rates and re-prices frequently. | |||||||||
Revolving Credit Facility | |||||||||
On the Closing Date and pursuant to that certain Revolver Loan Amendment Agreement (the “Revolver Amendment Agreement” and, together with the Term Amendment Agreement, the “Amendment Agreements”), by and among Actavis, Inc., as subsidiary guarantor, BofA, as administrative agent thereunder, and the lenders party thereto, dated as of August 1, 2013, the Company, as parent guarantor, the ACT Borrower, as borrower, Actavis, Inc., as a subsidiary guarantor, and BofA, as administrative agent, entered into that certain Amended and Restated Actavis Revolving Credit and Guaranty Agreement (the “ACT Revolving Credit Agreement” and, together with the ACT Term Loan Agreement, the “Amended and Restated Credit Agreements”), dated as of October 1, 2013. The ACT Revolving Credit Agreement amended and restated Actavis, Inc.’s $750.0 million senior unsecured revolving credit facility dated as of September 16, 2011, as amended by that certain Amendment No. 1 to the credit agreement and joinder agreement, dated as of May 21, 2012. At closing, $9.4 million of letters of credit were outstanding under the ACT Revolving Credit Agreement. At closing, no loans were outstanding under the ACT Revolving Credit Agreement. | |||||||||
The ACT Revolving Credit Agreement provides that loans thereunder will bear interest, at the Company’s choice, of a per annum rate equal to either (a) a base rate, plus an applicable margin per annum varying from 0.00% per annum to 0.75% per annum depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from 0.875% per annum to 1.75% per annum depending on the Debt Rating. Additionally, to maintain availability of funds, the Company pays an unused commitment fee, which according to the pricing grid is set at 0.15% of the unused portion of the revolver. | |||||||||
Subject to certain limitations, borrowings under the ACT Revolving Credit Agreement may be made in alternative currencies, including Euros, British Pounds Sterling and other currencies. The ACT Revolving Credit Agreement contains sublimits on letters of credit and swingline loans in the amount of $100.0 million and $50.0 million, respectively. The issuance of letters of credit and borrowings of swingline loans reduces the amount available to be borrowed under the ACT Revolving Credit Agreement on a dollar-for-dollar basis. Amounts borrowed under the ACT Revolving Credit Agreement may be used to finance working capital and other general corporate purposes. | |||||||||
The ACT Revolving Credit Agreement imposes certain customary restrictions including, but not limited to, limits on the incurrence of debt or liens upon the assets of the Company or its subsidiaries, investments and restricted payments. The ACT Revolving Credit Agreement includes a consolidated leverage ratio covenant, as defined, whereby the Company is permitted to have a maximum consolidated leverage ratio as of the last day of any period of four consecutive fiscal quarters of the Company of up to (i) with respect to the four consecutive fiscal quarters from the Acquisition Date through December 31, 2013, 4.25 to 1.00; (ii) with respect to the four consecutive fiscal quarters from January 1, 2014 through December 31, 2014, 4.00 to 1.00; and (iii) with respect to the period of four consecutive fiscal quarters ending from January 1, 2015 and thereafter, 3.50 to 1.00. | |||||||||
The Company is subject to, and, as of December 31, 2013, was in compliance with, all financial and operational covenants under the terms of the Revolving Credit Facility. At December 31, 2013, loans and letters of credit outstanding were $265.0 million and $9.4 million, respectively. The net availability under the Revolving Credit Facility was $475.6 million. As of the date of this report, the Company repaid the full amount of its indebtedness under the Revolving Credit Facility. | |||||||||
Senior Notes Indebtedness | |||||||||
Actavis, Inc. Supplemental Indenture | |||||||||
On October 1, 2013, the Company, Actavis, Inc., a wholly owned subsidiary of the Company, and Wells Fargo Bank, National Association, as trustee, entered into a fourth supplemental indenture (the “Fourth Supplemental Indenture”) to the indenture, dated as of August 24, 2009 (the “Base Indenture” and, together with the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture (each as defined below), the “Indenture”), as supplemented by the first supplemental indenture, dated as of August 24, 2009 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of May 7, 2010 (the “Second Supplemental Indenture”), and the third supplemental indenture, dated as of October 2, 2012 (the “Third Supplemental Indenture”). Pursuant to the Fourth Supplemental Indenture, the Company has provided a full and unconditional guarantee of Actavis, Inc.’s obligations under its $450.0 million 5.000% senior notes due August 15, 2014, (the “2014 Notes”), its $400.0 million 6.125% senior notes due August 15, 2019 (the “2019 Notes”), its $1,200.0 million 1.875% senior notes due October 1, 2017 (the “2017 Notes”), its $1,700.0 million 3.250% senior notes due October 1, 2022 (the “2022 Notes”) and its $1,000.0 million 4.625% Senior Notes due 2042 (the “2042 Notes”, and together with the 2014 Notes, the 2019 Notes, the 2017 Notes and the 2022 Notes, the “Notes”). | |||||||||
On October 18, 2013, Actavis, Inc., a wholly-owned subsidiary of the Company, instructed Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to the Indenture governing its 2014 Notes, to issue a notice from Actavis, Inc. to the holders of the 2014 Notes that Actavis, Inc. has elected to redeem in full the entire aggregate principal amount of the 2014 Notes on November 5, 2013 (the “Redemption Date”). The 2014 Notes, which had an outstanding principal balance of $450.0 million and which were fully and unconditionally guaranteed by the Company, were redeemed on November 5, 2013 at a redemption price equal to $465.6 million, which resulted in a cash expense of $15.6 million. | |||||||||
WC Supplemental Indenture | |||||||||
On October 1, 2013, the Company, WCCL, Warner Chilcott Finance LLC (the “Co-Issuer” and together with WC Company, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “WC Trustee”), entered into a third supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of August 20, 2010 (the “WC Indenture”), among the Issuers, the guarantors party thereto and the WC Trustee, with respect to the Issuers’ 7.75% senior notes due 2018 (the “WC Notes”). Pursuant to the Supplemental Indenture, the Company has provided a full and unconditional guarantee of the Issuers’ obligations under the WC Notes and the WC Indenture. | |||||||||
On October 1, 2013, the Issuers and the Trustee entered into a release of guarantees of certain guarantors (the “Release of Guarantees”), pursuant to which Warner Chilcott’s guarantee of the WC Notes was released in accordance with Section 11.05(f) of the WC Indenture and the guarantees of certain other guarantors were released in accordance with Section 11.05(c) or 11.05(e) of the WC Indenture. | |||||||||
The WC Notes are unsecured senior obligations of the Issuers, guaranteed on a senior basis by the Company and are, subject to certain exceptions. The WC Notes will mature on September 15, 2018. Interest on the WC Notes is payable on March 15 and September 15 of each year. | |||||||||
The WC Indenture contains restrictive covenants that limit, among other things, the ability to incur additional indebtedness, pay dividends and make distributions on common and preferred stock, repurchase subordinated debt and common and preferred stock, make other restricted payments, make investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. Certain of these restrictive covenants will be suspended at any time when the WC Notes are rated Investment Grade by each of Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services and no Default has occurred and is continuing, in each case as described and defined in the WC Indenture. The WC Indenture also contains customary events of default which would permit the holders of the WC Notes to declare those WC Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the WC Notes or other material indebtedness, the failure to comply with covenants, and specified events of bankruptcy and insolvency. | |||||||||
The Company may redeem the WC Notes on or after September 15, 2014, in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to 103.875% of the principal amount of notes to be redeemed plus accrued and unpaid interest, if any. The Company may redeem the WC Notes on or after September 15, 2015, in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to 101.938% of the principal amount of notes to be redeemed plus accrued and unpaid interest, if any. The Company may redeem the WC Notes on or after September 15, 2016, in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of notes to be redeemed plus accrued and unpaid interest, if any. | |||||||||
The fair value of the Company’s outstanding WC Notes ($1,250.0 million book value), as determined in accordance with ASC 820 under Level 2 based upon quoted prices for similar items in active markets, was $1,357.4 million as of December 31, 2013. | |||||||||
2012 Notes Issuance | |||||||||
On October 2, 2012, Actavis, Inc., a wholly owned subsidiary of the Company, issued the 2017 Notes, the 2022 Notes, and the 2042 Notes (collectively the “2012 Senior Notes”). Interest payments are due on the 2012 Senior Notes semi-annually in arrears on April 1 and October 1 beginning April 1, 2013. | |||||||||
Actavis, Inc. may redeem the 2012 Senior Notes, in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to the greater of 100% of the principal amount of notes to be redeemed and the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2012 Senior Notes being redeemed discounted on a semi-annual basis at the treasury rate plus 20 basis points in the case of the 2017 Notes, 25 basis points in the case of the 2022 Notes and 30 basis points in the case of the 2042 Notes plus in each case accrued and unpaid interest, if any, to, but excluding, the date of redemption. | |||||||||
In addition, Actavis, Inc. may redeem the 2022 Notes on or after July 1, 2022 (three months prior to their maturity date), and the 2042 Notes on or after April 1, 2042 (six months prior to their maturity date) in each case, in whole at any time or in part from time to time, at the Issuer’s option at a redemption price equal to 100% of the aggregate principal amount of the 2012 Senior Notes being redeemed, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of redemption. | |||||||||
Upon a change of control triggering event and a downgrade of the 2012 Senior Notes below an investment grade rating by each of Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services, the Issuer will be required to make an offer to purchase each of the 2012 Senior Notes at a price equal to 101% of the principal amount of the 2012 Senior Notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase. | |||||||||
Net proceeds from the offering of the 2012 Senior Notes were used for the Actavis Group Acquisition. The fair value of the Company’s outstanding 2012 Senior Notes ($3,900.0 million book value), as determined in accordance with ASC 820 under Level 2 based upon quoted prices for similar items in active markets, was $3,683.2 million as of December 31, 2013. | |||||||||
2009 Notes Issuance | |||||||||
On August 24, 2009, Actavis, Inc. issued the 2014 Notes and the 2019 Notes (collectively the “2009 Senior Notes”). Interest payments are due on the 2009 Senior Notes semi-annually in arrears on February 15 and August 15, respectively, beginning February 15, 2010. | |||||||||
Actavis, Inc. may redeem the 2019 Notes in whole at any time or in part from time to time, at the Issuer’s option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the notes being redeemed, discounted on a semi-annual basis at the treasury rate plus 40 basis points, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. | |||||||||
Upon a change of control triggering event, as defined by the Base Indenture, Actavis, Inc. is required to make an offer to repurchase the 2019 Notes for cash at a repurchase price equal to 101% of the principal amount of the 2019 Notes to be repurchased plus accrued and unpaid interest to the date of purchase. | |||||||||
Net proceeds from the offering of 2009 Senior Notes were used to repay certain debt with the remaining net proceeds being used to fund a portion of the cash consideration for the Arrow Acquisition. The fair value of the Company’s outstanding 2009 Senior Notes ($400.0 million book value), as determined in accordance with ASC 820 under Level 2 based upon quoted prices for similar items in active markets, was $460.9 million as of December 31, 2013. | |||||||||
Annual Debt Maturities | |||||||||
As of December 31, 2013, annual debt maturities were as follows (in millions): | |||||||||
Total Payments | |||||||||
2014 | $ | 241.3 | |||||||
2015 | 241.3 | ||||||||
2016 | 1,166.30 | ||||||||
2017 | 2,159.30 | ||||||||
2018 | 1,784.60 | ||||||||
2019 and after | 3,100.00 | ||||||||
8,692.80 | |||||||||
Capital Leases | 22.2 | ||||||||
Revolving Credit Facility | 265 | ||||||||
Unamortized Premium | 103.9 | ||||||||
Unamortized Discount | (31.9 | ) | |||||||
Total Indebtedness | $ | 9,052.00 | |||||||
Amounts represent total anticipated cash payments assuming scheduled repayments under the WC Term Loan Agreement, the ACT Term Loan Agreement and maturities of the Company’s existing notes. | |||||||||
Lease Commitments | |||||||||
The Company has operating leases for certain facilities and equipment. The terms of the operating leases for the Company’s facility leases require the Company to pay property taxes, normal maintenance expense and maintain minimum insurance coverage. Total rental expense for operating leases for December 31, 2013, 2012, and 2011 was $48.1 million, $33.1 million, and $32.4 million, respectively. The Company also has capital leases for certain facilities and equipment, as addressed below. The future minimum lease payments under both capital and operating leases that have remaining terms in excess of one year are: | |||||||||
Capital | Operating | ||||||||
2014 | 9.7 | 50.8 | |||||||
2015 | 3.9 | 41.1 | |||||||
2016 | 3.6 | 30.4 | |||||||
2017 | 2 | 22 | |||||||
2018 | 1 | 16.4 | |||||||
Thereafter | 3.9 | 47.9 | |||||||
Total minimum lease payments | 24.1 | $ | 208.6 | ||||||
Less: amount representing interest | (1.9 | ) | |||||||
Present value of net minimum lease payments | $ | 22.2 | |||||||
The assets capitalized under capital leases as of December 31, 2013 and 2012 are: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Machinery & Equipment | $ | 1.3 | $ | 7.9 | |||||
Other | 4.5 | 0.8 | |||||||
Building & Improvements | 6.8 | 0.5 | |||||||
Transportation | 15.9 | — | |||||||
Land | 6.6 | 6.5 | |||||||
Computer software / hardware | 1 | — | |||||||
Total | $ | 36.1 | $ | 15.7 | |||||
Other_LongTerm_Liabilities
Other Long-Term Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Other Long-Term Liabilities | ' | ||||||||
NOTE 14 — Other Long-Term Liabilities | |||||||||
Other long-term liabilities consisted of the following (in millions): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Acquisition related contingent consideration liabilities | $ | 180.9 | $ | 11.2 | |||||
Long-term pension liability | 48.5 | 44.3 | |||||||
Long-term severance liabilities | 27.4 | 5.9 | |||||||
Litigation-related reserves | 24.3 | 65.9 | |||||||
Other long-term liabilities | 45.1 | 35.3 | |||||||
Total other long-term liabilities | $ | 326.2 | $ | 162.6 | |||||
The Company determines the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving contingent obligations including contingent payments such as milestone obligations, royalty obligations and contract earn-out criteria, where applicable. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The resultant probability-weighted cash flows are discounted using an appropriate effective annual interest rate to reflect the internal rate of return and incremental commercial uncertainty, major risks and uncertainties associated with the successful completion of the projects triggering the contingent obligation. At each reporting date, the Company revalues the contingent consideration obligation to estimated fair value and records changes in fair value as income or expense in our consolidated statement of operations. Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent consideration obligations. Accretion expense related to the increase in the net present value of the contingent liability is included in operating income for the period. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
NOTE 15 — Income Taxes | |||||||||||||
The Company’s income before provision for income taxes was generated from the U.S. and non-U.S. operations as follows (in millions): | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Income before income taxes: | |||||||||||||
U.S. | $ | 637.2 | $ | 730.6 | $ | 731.4 | |||||||
Non-U.S. | (1,275.6 | ) | (485.5 | ) | (275.4 | ) | |||||||
Income before income taxes | $ | (638.4 | ) | $ | 245.1 | $ | 456 | ||||||
The Company’s provision for income taxes consisted of the following (in millions): | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current provision: | |||||||||||||
U.S. federal | $ | 318.1 | $ | 328.5 | $ | 301.2 | |||||||
U.S. state | 9 | 18 | 10.8 | ||||||||||
Non-U.S. | 60.6 | 21.3 | 11.8 | ||||||||||
Total current provision | 387.7 | 367.8 | 323.8 | ||||||||||
Deferred (benefit) provision: | |||||||||||||
U.S. federal | (101.7 | ) | (75.5 | ) | (53.2 | ) | |||||||
U.S. state | 1.2 | 5.6 | (3.9 | ) | |||||||||
Non-U.S. | (174.5 | ) | (151.1 | ) | (69.8 | ) | |||||||
Total deferred (benefit) provision | (275.0 | ) | (221.0 | ) | (126.9 | ) | |||||||
Total provision for income taxes | $ | 112.7 | $ | 146.8 | $ | 196.9 | |||||||
The exercise of certain stock options resulted in a tax benefit and has been reflected as a reduction of income taxes payable and an increase to additional paid-in capital. Such benefits recorded were $69.0 million, $13.7 million and $14.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. | |||||||||||||
Reconciliations between the statutory U.S. federal income tax rate and the Company’s effective income tax rate were as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. federal income tax at statutory rates | 35 | % | 35 | % | 35 | % | |||||||
U.S. state income taxes, net of U.S. federal benefit | (2.1 | )% | 5.5 | % | 2.4 | % | |||||||
Non-U.S. rate differential | 10.6 | % | (3.7 | )% | 1.9 | % | |||||||
Non-U.S. intangible amortization | (22.0 | )% | 18.7 | % | 6.1 | % | |||||||
Loss on non-U.S. currency hedge | — | % | 10.1 | % | — | % | |||||||
Impact of acquisitions and reorganizations | 0.8 | % | (15.0 | )% | — | % | |||||||
Non-U.S. impairments | (38.0 | )% | 8.4 | % | 0.6 | % | |||||||
Tax audit outcomes | (1.1 | )% | (7.0 | )% | (1.4 | )% | |||||||
Non-deductible expenses | (3.5 | )% | 8.6 | % | 2.7 | % | |||||||
R&D credits and U.S. manufacturing deduction | 5.7 | % | (4.5 | )% | (3.7 | )% | |||||||
Rate changes | (0.3 | )% | 2.8 | % | (1.2 | )% | |||||||
Valuation allowance | (0.6 | )% | (1.6 | )% | 1.4 | % | |||||||
Other | (2.2 | )% | 2.6 | % | (0.6 | )% | |||||||
Effective income tax rate | (17.7 | )% | 59.9 | % | 43.2 | % | |||||||
For the year ended December 31, 2013, the impact of acquisitions and reorganizations above includes a tax benefit for a capital loss. | |||||||||||||
In December 2009, the Commonwealth of Puerto Rico Department of Economic Development and Commerce granted a tax ruling to the Company on behalf of its Puerto Rican subsidiary for industrial development income derived from its manufacturing, servicing and licensing activities subject to a reduced 2% income tax rate. Continued qualification for the tax ruling is subject to certain requirements. The tax ruling is effective through 2024. | |||||||||||||
Deferred tax assets and liabilities are measured based on the difference between the financial statement and tax basis of assets and liabilities at the applicable tax rates. The significant components of the Company’s net deferred tax assets (liabilities) consisted of the following (in millions): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Benefits from net operating and capital losses and tax credit carryforwards | $ | 1,121.20 | $ | 248.1 | |||||||||
Differences in financial statement and tax accounting for: | |||||||||||||
Inventories, receivables and accruals | 473.7 | 397.7 | |||||||||||
Deferred revenue | 16.7 | (0.1 | ) | ||||||||||
Share-based compensation | 33.1 | 24 | |||||||||||
Other | 47.2 | 51.2 | |||||||||||
Total deferred tax asset, gross | 1,691.90 | 720.9 | |||||||||||
Less: Valuation allowance | (900.7 | ) | (103.0 | ) | |||||||||
Total deferred tax asset, net | $ | 791.2 | $ | 617.9 | |||||||||
Differences in financial statement and tax accounting for: | |||||||||||||
Property, equipment and intangible assets | (961.8 | ) | (923.9 | ) | |||||||||
Basis difference in debt | (281.7 | ) | (265.6 | ) | |||||||||
Deferred interest expense | (69.1 | ) | (76.3 | ) | |||||||||
Total deferred tax liabilities | $ | (1,312.6 | ) | $ | (1,265.8 | ) | |||||||
Total deferred taxes | $ | (521.4 | ) | $ | (647.9 | ) | |||||||
The total net deferred tax liability increased by $123.1 million due to current year acquisitions. For the year ended December 31, 2012, the deferred taxes reported on the consolidated balance sheet include $6.4 million related to long-term taxes receivable. | |||||||||||||
The Company had the following carryforward tax attributes at December 31, 2013: | |||||||||||||
• | $2,162.9 million U.S. capital loss which will expire in 2018 | ||||||||||||
• | $47.8 million U.S. state tax net operating losses (“NOL”) which begin to expire in 2014; | ||||||||||||
• | $940.2 million non-U.S. tax NOLs which begin to expire in 2014; and $474.2 million non-U.S. tax NOLs which are not subject to expiration. | ||||||||||||
• | $26.0 million of tax credits in non-U.S. jurisdictions which begin to expire in 2014 and $69.4 million of tax credits in non-U.S. jurisdictions which are not subject to expiration. | ||||||||||||
A valuation allowance has been established due to the uncertainty of realizing a capital loss carryforward ($757.0 million), certain net operating losses ($106.8 million), some non-U.S. deferred tax assets ($32.3 million) and deferred tax assets relating to some impaired investments ($4.6 million). | |||||||||||||
Deferred income taxes have not been provided on the undistributed earnings of certain of the Company’s non-Irish subsidiaries of approximately $1,258.4 million as of December 31, 2013, as these amounts are intended to be indefinitely reinvested in non-Irish operations. It is not practicable to calculate the deferred taxes associated with these earnings because of the variability of multiple factors that would need to be assessed at the time of any assumed repatriation. In making this assertion, the Company evaluates, among other factors, the profitability of its Irish and non-Irish operations and the need for cash within and outside Ireland, including cash requirements for capital improvement, acquisitions and market expansion. Additionally, the Company has accrued withholding taxes of approximately $6.9 million for certain pre-acquisition earnings for some acquired subsidiaries. The Company expects that future earnings in these subsidiaries will be indefinitely reinvested. | |||||||||||||
Accounting for Uncertainty in Income Taxes | |||||||||||||
At December 31, 2013, 2012 and 2011, the liability for income tax associated with uncertain tax positions was $232.8 million, $103.7 million and $71.2 million, respectively. As of December 31, 2013, the Company estimates that this liability would be reduced by $58.4 million from offsetting tax benefits associated with the correlative effects of state income taxes and net operating losses with valuation allowances. The net amount of $174.4 million, if recognized, would favorably affect the Company’s effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at the beginning of the year | $ | 103.7 | $ | 71.2 | $ | 68 | |||||||
Increases for current year tax positions | 54.3 | 4.3 | 8.5 | ||||||||||
Increases for prior year tax positions | 53 | 6.7 | 11 | ||||||||||
Increases due to acquisitions | 85.9 | 41.9 | — | ||||||||||
Decreases for prior year tax positions | (17.8 | ) | (10.4 | ) | (14.9 | ) | |||||||
Settlements | (42.7 | ) | (9.3 | ) | (1.2 | ) | |||||||
Lapse of applicable statue of limitations | (5.3 | ) | (1.3 | ) | (0.2 | ) | |||||||
Foreign Exchange | 1.7 | 0.6 | — | ||||||||||
Balance at the end of the year | $ | 232.8 | $ | 103.7 | $ | 71.2 | |||||||
The Company’s continuing practice is to recognize interest and penalties related to uncertain tax positions in tax expense. During the years ended December 31, 2013, 2012 and 2011, the company recognized approximately $2.1 million, $1.3 million and $2.2 million in interest and penalties, respectively. At December 31, 2013, 2012 and 2011 the Company had accrued $9.9 million (net of tax benefit of $4.3 million), $9.5 million (net of tax benefit of $4.4 million) and $4.2 million (net of tax benefit of $2.6 million) of interest and penalties related to uncertain tax positions, respectively. Although the company cannot determine the impact with certainty, it is reasonably possible that the unrecognized tax benefits may change by up to $11.0 million within the next twelve months. | |||||||||||||
The Company conducts business globally and, as a result, it files federal, state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for amounts it believes are the probable outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the condensed consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues and issuance of new legislation, regulations or case law. Management believes that adequate amounts of tax and related penalty and interest have been provided for any adjustments that may result from these uncertain tax positions. | |||||||||||||
With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2008. In the first quarter of 2013, the Company resolved the 2007-2009 examination for Arrow’s U.S. business, resulting in a reduction of the uncertain tax positions by $3.9 million with no impact on the effective tax rate. For the Company’s 2008-2009 tax years, the IRS has agreed on all issues except the timing of the deductibility of certain litigation costs. The IRS is examining the 2009-2011 tax returns for Actavis’ pre-acquisition U.S. business. Additionally, the IRS has begun the examination of the Company’s 2010-2011 tax years in the second quarter of 2013. | |||||||||||||
The Company’s acquired Warner Chilcott U.S. business is currently under audit by the IRS for the 2008-2009 tax years. Although the Company believes that this audit is near completion, the IRS is still assessing whether there may be proposed adjustments. Further, the IRS has indicated that it will commence an audit of the 2010-2011 tax years upon completion of the audit of the 2008-2009 tax years, both of which the IRS expects will occur in 2014. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company has accrued for amounts it believes are the likely outcomes at this time. | |||||||||||||
The Warner Chilcott U.S. operating entities entered into an Advanced Pricing Agreement (“APA”) with the IRS that specifies the agreed upon terms under which the Warner Chilcott U.S. entities are compensated for distribution and service transactions between the Warner Chilcott U.S. entities and the Warner Chilcott non-U.S. entities, effective for 2011 through 2017. On December 17, 2013, Warner Chilcott UK Limited signed an APA with the United Kingdom tax authorities that specifies the agreed upon terms under which Warner Chilcott UK Limited is compensated for the purchase of certain finished pharmaceutical products by Warner Chilcott U.K. from various Warner Chilcott non-U.K. entities related to the distribution of these products in the U.K. for calendar years 2013 through 2017 with a rollback covering 2010 through 2012. These APAs provide the Company with greater certainty with respect to the mix of its pretax income in certain of the tax jurisdictions in which the Company operates and is applicable to the Company’s Warner Chilcott U.S. and U.K. operations. The Company believes that its transfer pricing arrangements comply with existing U.S. and non-U.S. tax rules. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
NOTE 16 — Stockholders’ Equity | |||||||||||||
Preferred stock | |||||||||||||
In 1992, the Company authorized 2.5 million shares of no par preferred shares. The board of directors has the authority to fix the rights, preferences, privileges and restrictions, including but not limited to, dividend rates, conversion and voting rights, terms and prices of redemptions and liquidation preferences without vote or action by the stockholders. On December 2, 2009 the Company issued 200,000 shares of Mandatorily Redeemable Preferred Shares in connection with Arrow Acquisition. The Mandatorily Redeemable Preferred Stock was redeemed for cash of $200.0 million on December 2, 2012. As of December 31, 2013 there were no outstanding preferred shares. | |||||||||||||
Share Repurchases | |||||||||||||
During the years ended December 31, 2013 and 2012, the Company repurchased approximately 1.2 million and 0.3 million of its Ordinary Shares surrendered to the Company to satisfy tax withholding obligations in connection with the exercise and sale of stock options or vesting of restricted stock issued to employees for total consideration of $170.0 million and $16.1 million, respectively. | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||
For most of the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. Translation adjustments are reflected in stockholders’ equity and are included as a component of other comprehensive income / (loss). The effects of converting non-functional currency assets and liabilities into the functional currency are recorded as general and administrative expenses in the consolidated statements of operations. | |||||||||||||
The movements in accumulated other comprehensive (loss) were as follows (in millions): | |||||||||||||
Foreign Currency | Unrealized gains/(losses) | Total | |||||||||||
Translation | net of tax | Accumulated | |||||||||||
Items | Other | ||||||||||||
Comprehensive | |||||||||||||
(Loss) Income | |||||||||||||
Balance as of December 31, 2011 | $ | (76.6 | ) | $ | 0.1 | $ | (76.5 | ) | |||||
Other comprehensive (loss)/income before reclassifications into general and administrative | 113.3 | 113.3 | |||||||||||
Amounts reclassified from accumulated other comprehensive (loss) into general and administrative | — | — | |||||||||||
Total other comprehensive (loss)/income | 113.3 | — | 113.3 | ||||||||||
Balance as of December 31, 2012 | $ | 36.7 | $ | 0.1 | $ | 36.8 | |||||||
Other comprehensive (loss)/income before reclassifications into general and administrative | 48.4 | 5.3 | 53.7 | ||||||||||
Amounts reclassified from accumulated other comprehensive (loss) into general and administrative | — | — | — | ||||||||||
Total other comprehensive (loss)/income | 48.4 | 5.3 | 53.7 | ||||||||||
Balance as of December 31, 2013 | $ | 85.1 | $ | 5.4 | $ | 90.5 | |||||||
Segments
Segments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segments | ' | ||||||||||||
NOTE 17 — Segments | |||||||||||||
The Company operated and managed its business as of December 31, 2013 as three distinct operating segments: Actavis Pharma, Actavis Specialty Brands and Anda Distribution. In January 2014, the Company organized its business into two operating segments: Actavis Pharma and Anda Distribution. The Actavis Pharma segment includes patent-protected products, certain trademarked off-patent pharmaceutical products that we sell and market as branded pharmaceutical products, and off-patent pharmaceutical products that are therapeutically equivalent to proprietary products. The Anda Distribution segment distributes generic and brand pharmaceutical products manufactured by third parties, as well as by the Company, primarily to independent pharmacies, pharmacy chains, pharmacy buying groups and physicians’ offices. The Anda Distribution segment operating results exclude sales of products developed, acquired, or licensed by the Actavis Pharma segment. These financial statements have been revised to reflect this change. | |||||||||||||
The accounting policies of the operating segments are the same as those described in “NOTE 3 — Summary of Significant Accounting Policies.” The Company evaluates segment performance based on segment contribution. Segment contribution for Actavis Pharma and Anda Distribution represents segment net revenues less cost of sales (excluding amortization and impairment of acquired intangibles including product rights), selling and marketing expenses and general and administrative expenses. The Company does not report total assets, capital expenditures, R&D, amortization, goodwill impairments, loss on assets held for sale and loss on asset sales, impairments and contingent consideration adjustment, net by segment as not all such information has been accounted for at the segment level, nor has such information been used by all segments. R&D related to our Actavis Pharma segment was $616.9 million, $402.5 million and $306.6 million in the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
Segment net revenues, segment operating expenses and segment contribution information for the Company’s Actavis Pharma and Anda Distribution segments consisted of the following for the year ended December 31, 2013 (in millions): | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Actavis | Anda | ||||||||||||
Pharma | Distribution | Total | |||||||||||
Product sales | $ | 7,294.90 | $ | 1,196.90 | $ | 8,491.80 | |||||||
Other revenue | 185.8 | — | 185.8 | ||||||||||
Net revenues | 7,480.70 | 1,196.90 | 8,677.60 | ||||||||||
Operating expenses: | |||||||||||||
Cost of sales(1) | 3,666.20 | 1,024.50 | 4,690.70 | ||||||||||
Selling and marketing | 928.1 | 92.2 | 1,020.30 | ||||||||||
General and administrative | 994.9 | 32.6 | 1,027.50 | ||||||||||
Contribution | $ | 1,891.50 | $ | 47.6 | $ | 1,939.10 | |||||||
Contribution margin | 25.3 | % | 4 | % | 22.3 | % | |||||||
Research and development | 616.9 | ||||||||||||
Amortization | 842.7 | ||||||||||||
Goodwill impairments | 647.5 | ||||||||||||
Loss on assets held for sale | 42.7 | ||||||||||||
Loss on asset sales, impairments and contingent consideration adjustment, net | 212.5 | ||||||||||||
Operating (loss) | $ | (423.2 | ) | ||||||||||
Operating margin | (4.9 | )% | |||||||||||
(1) | Excludes amortization and impairment of acquired intangibles including product rights. | ||||||||||||
Segment net revenues, segment operating expenses and segment contribution information for the Company’s Actavis Pharma and Anda Distribution segments consisted of the following for the year ended December 31, 2012 (in millions): | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Actavis | Anda | ||||||||||||
Pharma | Distribution | Total | |||||||||||
Product sales | $ | 4,796.80 | $ | 986.4 | $ | 5,783.20 | |||||||
Other revenue | 131.7 | — | 131.7 | ||||||||||
Net revenues | 4,928.50 | 986.4 | 5,914.90 | ||||||||||
Operating expenses: | |||||||||||||
Cost of sales(1) | 2,547.70 | 846.6 | 3,394.30 | ||||||||||
Selling and marketing | 472.9 | 73.6 | 546.5 | ||||||||||
General and administrative | 587.4 | 37.9 | 625.3 | ||||||||||
Contribution | $ | 1,320.50 | $ | 28.3 | $ | 1,348.80 | |||||||
Contribution margin | 26.8 | % | 2.9 | % | 22.8 | % | |||||||
Research and development | 402.5 | ||||||||||||
Amortization | 481.1 | ||||||||||||
Loss on asset sales, impairments and contingent consideration adjustment, net | 149.5 | ||||||||||||
Operating income | $ | 315.7 | |||||||||||
Operating margin | 5.3 | % | |||||||||||
(1) | Excludes amortization and impairment of acquired intangibles including product rights. | ||||||||||||
Segment net revenues, segment operating expenses and segment contribution information for the Company’s Actavis Pharma and Anda Distribution segments consisted of the following for the year ended December 31, 2011 (in millions): | |||||||||||||
Year Ended December 31, 2011 | |||||||||||||
Actavis | Anda | ||||||||||||
Pharma | Distribution | Total | |||||||||||
Product sales | $ | 3,685.10 | $ | 776.2 | $ | 4,461.30 | |||||||
Other revenue | 123.1 | — | 123.1 | ||||||||||
Net revenues | 3,808.20 | 776.2 | 4,584.40 | ||||||||||
Operating expenses: | |||||||||||||
Cost of sales(1) | 1,913.80 | 652.7 | 2,566.50 | ||||||||||
Selling and marketing | 340.8 | 61 | 401.8 | ||||||||||
General and administrative | 328 | 25.1 | 353.1 | ||||||||||
Contribution | $ | 1,225.60 | $ | 37.4 | $ | 1,263.00 | |||||||
Contribution margin | 32.2 | % | 4.8 | % | 27.5 | % | |||||||
Research and development | 306.6 | ||||||||||||
Amortization | 354.3 | ||||||||||||
Loss on asset sales, impairments and contingent consideration adjustment, net | 78.7 | ||||||||||||
Operating income | $ | 523.4 | |||||||||||
Operating margin | 11.4 | % | |||||||||||
(1) | Excludes amortization and impairment of acquired intangibles including product rights. | ||||||||||||
The following table presents net revenues for the reporting units in the Actavis Pharma segment for the years ended December 31, 2013, 2012 and 2011 (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
North American Brands: | |||||||||||||
Women’s Health | $ | 292.8 | $ | 61.9 | $ | 32.5 | |||||||
Urology / Gastroenterology | 408.8 | 217.7 | 209 | ||||||||||
Dermatology / Established Brands | 360.9 | 198.6 | 190.6 | ||||||||||
Total North American Brands | 1,062.50 | 478.2 | 432.1 | ||||||||||
North American Generics | 3,915.70 | 3,472.20 | 2,945.60 | ||||||||||
International | 2,502.50 | 978.1 | 430.5 | ||||||||||
Net Revenues | $ | 7,480.70 | $ | 4,928.50 | $ | 3,808.20 | |||||||
North American Brand revenues are monitored based on the current mix of promoted products within Women’s Health, Urology / Gastroenterology and Dermatology / Established Brands. Movement of products between categories may occur from time to time based on changes in promotional activities. | |||||||||||||
Period-over- period movements include the impact and timing of acquisitions from the date the assets / businesses were acquired. Most notably: | |||||||||||||
• | the fiscal year ended December 31, 2013 includes the revenue impact of the Warner Chilcott Acquisition. The revenues recognized from the Warner Chilcott brands are primarily reflected in the North American Brands reporting unit with a portion of their revenues being recognized in the International reporting unit; and | ||||||||||||
• | the fiscal years ended December 31, 2013 and 2012, include the revenue impact of the Actavis Group Acquisition. The revenues recognized from the Actavis Group products are primarily reflected in the North American Generics and International reporting units. | ||||||||||||
The Company’s net product sales are represented by the sale of products in the following geographic areas for the years ended December 31, 2013, 2012 and 2011 (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Americas | $ | 6,051.40 | $ | 4,867.30 | $ | 4,089.90 | |||||||
Europe | 2,003.80 | 677.7 | 288.8 | ||||||||||
MEAAP | 436.6 | 238.2 | 82.6 | ||||||||||
$ | 8,491.80 | $ | 5,783.20 | $ | 4,461.30 | ||||||||
The Company’s net product sales are represented by the sale of products in the following therapeutic categories for the years ended December 31, 2013, 2012 and 2011 (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Central nervous system | $ | 2,465.60 | $ | 1,964.00 | $ | 1,517.40 | |||||||
Cardiovascular | 1,692.60 | 1,298.50 | 977.2 | ||||||||||
Hormones and synthetic substitutes | 1,181.00 | 868.5 | 724.7 | ||||||||||
Anti-infective agents | 469.1 | 267.9 | 197.9 | ||||||||||
Dermatologicals | 375 | 78.7 | 55.3 | ||||||||||
Gastrointestinal | 303.5 | 160 | 95.5 | ||||||||||
Alimentary tract and metabolism | 246.1 | 47.5 | — | ||||||||||
Urology | 161.7 | 174 | 140.5 | ||||||||||
Musculo-skeletal system | 153.5 | — | — | ||||||||||
Women’s healthcare | 120 | — | — | ||||||||||
Other | 1,323.70 | 924.1 | 752.8 | ||||||||||
$ | 8,491.80 | $ | 5,783.20 | $ | 4,461.30 | ||||||||
Business_Restructuring_Charges
Business Restructuring Charges | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||||||||||
Business Restructuring Charges | ' | ||||||||||||||||||||||||
NOTE 18 — Business Restructuring Charges | |||||||||||||||||||||||||
During the year ended December 31, 2013 activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the Warner Chilcott and Actavis Acquisitions as well as optimization of our operating cost structure through our global supply chain initiative (“GSCI”). Restructuring activities for the year ended December 31, 2013 as follows (in millions): | |||||||||||||||||||||||||
Accrual | Assumed | Charged | Cash | Non-cash | Accrual | ||||||||||||||||||||
Balance at | Liability | to Expense | Payments | Adjustments | Balance at | ||||||||||||||||||||
December 31, | Warner | December 31, | |||||||||||||||||||||||
2012 | Chilcott | 2013 | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||||
Severance and retention | $ | 14.9 | $ | — | $ | 14.5 | $ | (5.4 | ) | $ | 0.9 | $ | 24.9 | ||||||||||||
Product transfer costs | 0.5 | — | 15.5 | (13.1 | ) | (2.5 | ) | 0.4 | |||||||||||||||||
Facility decommission costs | 7.3 | — | 7.2 | (9.2 | ) | — | 5.3 | ||||||||||||||||||
Accelerated depreciation | — | — | 28.1 | — | (28.1 | ) | — | ||||||||||||||||||
22.7 | — | 65.3 | (27.7 | ) | (29.7 | ) | 30.6 | ||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||
R&D | 3.4 | — | 12.8 | (5.2 | ) | (9.6 | ) | 1.4 | |||||||||||||||||
Accelerated depreciation — R & D | — | — | 3.6 | — | (3.6 | ) | — | ||||||||||||||||||
Selling, general and administrative | 39 | 18.1 | 90.2 | (59.7 | ) | (2.9 | ) | 84.7 | |||||||||||||||||
Share-based compensation restructuring related to Warner Chilcott Acquisition | — | — | 45.4 | — | (45.4 | ) | — | ||||||||||||||||||
Accelerated depreciation — SG&A | — | — | 4.3 | — | (4.3 | ) | — | ||||||||||||||||||
$ | 42.4 | $ | 18.1 | $ | 156.3 | $ | (64.9 | ) | $ | (65.8 | ) | $ | 86.1 | ||||||||||||
Total | $ | 65.1 | $ | 18.1 | $ | 221.6 | $ | (92.6 | ) | $ | (95.5 | ) | $ | 116.7 | |||||||||||
During 2012 activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the Actavis Group Acquisition and our GSCI. Restructuring activities involved facilities and operations in Corona, California; Morristown, New Jersey; and Zug, Switzerland. For the year ended December 31, 2012, restructuring activities were as follows (in millions): | |||||||||||||||||||||||||
Accrual | Assumed | Charged | Cash | Non-cash | Accrual | ||||||||||||||||||||
Balance at | Liability | to Expense | Payments | Adjustments | Balance at | ||||||||||||||||||||
December 31, | Actavis | December 31, | |||||||||||||||||||||||
2011 | Group | 2012 | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||||
Severance and retention | $ | 7.9 | $ | 1 | $ | 7.9 | $ | (0.6 | ) | $ | (1.3 | ) | $ | 14.9 | |||||||||||
Product transfer costs | 0.3 | — | 4.7 | (4.5 | ) | — | 0.5 | ||||||||||||||||||
Facility decommission costs | 1.2 | 6.2 | 0.8 | (0.7 | ) | (0.2 | ) | 7.3 | |||||||||||||||||
Accelerated depreciation | — | — | 0.3 | — | (0.3 | ) | — | ||||||||||||||||||
9.4 | 7.2 | 13.7 | (5.8 | ) | (1.8 | ) | 22.7 | ||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||
Research and development | 3.8 | 1.4 | 1.1 | (2.9 | ) | — | 3.4 | ||||||||||||||||||
Accelerated — R & D | — | — | 0.2 | — | (0.2 | ) | — | ||||||||||||||||||
Selling, general and administrative | 0.9 | 12 | 32.3 | (6.5 | ) | 0.3 | 39 | ||||||||||||||||||
$ | 4.7 | $ | 13.4 | $ | 33.6 | $ | (9.4 | ) | $ | 0.1 | $ | 42.4 | |||||||||||||
Total | $ | 14.1 | $ | 20.6 | $ | 47.3 | $ | (15.2 | ) | $ | (1.7 | ) | $ | 65.1 | |||||||||||
During the year ended December 31, 2013, 2012 and 2011, the Company recognized restructuring charges of $221.6 million, $47.3 million and $16.1 million, respectively. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||
NOTE 19 — Derivative Instruments and Hedging Activities | |||||||||
The Company’s revenue, earnings, cash flows and fair value of its assets and liabilities can be impacted by fluctuations in foreign exchange risks and interest rates, as applicable. The Company manages the impact of foreign exchange risk and interest rate movements through operational means and through the use of various financial instruments, including derivative instruments such as foreign currency contracts. | |||||||||
Foreign Currency Forward Contracts | |||||||||
As a result of the Actavis Group Acquisition, the Company’s exposure to foreign exchange fluctuations has increased. The Company has entered into foreign currency forward contracts to mitigate volatility in anticipated foreign currency cash flows resulting from changes in foreign currency exchange rates, primarily associated with non-functional currency denominated revenues and expenses of foreign subsidiaries. The foreign currency forward contracts outstanding at December 31, 2013 have settlement dates within one month. The effect of the derivative contracts was a gain of $0.3 million and a loss of $70.4 million for the years ended December 31, 2013 and 2012, respectively, and was recognized in other income (expense). The forward contracts are classified in the consolidated balance sheet in prepaid expenses and other assets or accounts payable and accrued expenses, as applicable. In 2012, the Company entered into foreign currency exchange options and forward contracts to hedge its agreed upon purchase of Actavis of €4.25 billion. The foreign currency options had a net premium payable of $156.8 million, which was settled and paid on October 9, 2012. These transactions were entered into to mitigate exposure resulting from movements of the U.S. dollar against the Euro in connection with the Actavis Acquisition, and resulted in a (loss) being reflected in other income and expense of $70.4 million during the year ended December 31, 2012. | |||||||||
The foreign currency forward contracts to buy Euros and US dollars and sell New Zealand dollars at December 31, 2013 were as follows: | |||||||||
Notional Amount | |||||||||
Foreign Currency | Buy | Sell | |||||||
New Zealand Dollar | € | — | € | 0.3 | |||||
€ | — | € | 0.3 | ||||||
Notional Amount | |||||||||
Foreign Currency | Buy | Sell | |||||||
New Zealand Dollar | $ | — | $ | 1.1 | |||||
$ | — | $ | 1.1 | ||||||
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Fair Value Measurement | ' | ||||||||||||||||||||||||
NOTE 20 — Fair Value Measurement | |||||||||||||||||||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. Fair values determined based on Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined based on Level 2 inputs utilize observable quoted prices for similar assets and liabilities in active markets and observable quoted prices for identical or similar assets in markets that are not very active. Fair values determined based on Level 3 inputs utilize unobservable inputs and include valuations of assets or liabilities for which there is little, if any, market activity. A financial asset or liability’s classification within the above hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | |||||||||||||||||||||||||
Assets and liabilities measured at fair value or disclosed at fair value on a recurring basis as of December 31, 2013 and 2012 consisted of the following (in millions): | |||||||||||||||||||||||||
Fair Value Measurements as at | |||||||||||||||||||||||||
December 31, 2013 Using: | |||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Marketable securities | $ | 2.5 | $ | 2.5 | $ | — | $ | — | |||||||||||||||||
Foreign exchange forward contracts | 0.3 | — | 0.3 | — | |||||||||||||||||||||
Total assets | 2.8 | 2.5 | 0.3 | — | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration | 214.7 | 6.9 | — | 207.8 | |||||||||||||||||||||
Total liabilities | $ | 214.7 | $ | 6.9 | $ | — | $ | 207.8 | |||||||||||||||||
Fair Value Measurements as at | |||||||||||||||||||||||||
December 31, 2012 Using: | |||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Marketable securities | $ | 9 | $ | 9 | $ | — | $ | — | |||||||||||||||||
Total assets | 9 | 9 | — | — | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration | 363.1 | — | — | 363.1 | |||||||||||||||||||||
Total liabilities | $ | 363.1 | $ | — | $ | — | $ | 363.1 | |||||||||||||||||
Marketable securities and investments consist of available-for-sale investments in U.S. treasury and agency securities and publicly traded equity securities for which market prices are readily available. Unrealized gains or losses on marketable securities and investments are recorded in accumulated other comprehensive (loss) income. | |||||||||||||||||||||||||
The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs. The fair value of contingent consideration obligations is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity based on our own assumptions. Changes in the fair value of the contingent consideration obligations are recorded in our consolidated statement of operations. For the year ended December 31, 2013, charges of $7.2 million, $1.4 million, and $1.1 million have been included in cost of sales, general and administrative, and R&D, respectively. For the year ended December 31, 2012, charges (credits) of $4.9 million, $0.7 million, $0.6 million and ($27.5) million have been included in cost of sales, R&D, general and administrative and loss on asset sales and impairments, respectively, in the accompanying consolidated statement of operations. | |||||||||||||||||||||||||
The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2013 and 2012 (in millions): | |||||||||||||||||||||||||
Balance at | Net transfers | Purchases and | Net accretion and | Foreign | Balance at | ||||||||||||||||||||
December 31, | in to (out of) | settlements, net | fair value | currency | December 31, | ||||||||||||||||||||
2012 | Level 3 | adjustments | translation | 2013 | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration obligations | $ | 363.1 | $ | (342.7 | ) | $ | 176.9 | $ | 9.7 | $ | 0.8 | $ | 207.8 | ||||||||||||
Balance at | Net transfers | Purchases and | Net accretion and | Foreign | Balance at | ||||||||||||||||||||
December 31, | in to (out of) | settlements, net | fair value | currency | December 31, | ||||||||||||||||||||
2011 | Level 3 | adjustments | translation | 2012 | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration obligations | $ | 181.6 | $ | — | $ | 197.3 | $ | (21.3 | ) | $ | 5.5 | $ | 363.1 | ||||||||||||
During the year ended December 31, 2013, the Company transferred to level 1 the contingent obligation for the Actavis Group earn-out ($335.8 million) and the Specifar Acquisition ($6.9 million). The Company recorded additional contingent consideration of $43.4 million and $146.1 million in connection with the Uteron Acquisition and the license agreement entered into with Medicines360, respectively, offset in part by contingent payments made to the Arrow Group selling shareholders based on the after-tax gross profits sales of atorvastatin. During the year ended December 31, 2012, the Company recorded contingent payments made to the Arrow Group selling shareholders based on the after-tax gross profits on sales of atorvastatin within the U.S. of $127.0 million. The Company recorded additional contingent consideration of $329.1 million in connection with Actavis Acquisition. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 21 — Commitments and Contingencies | |
Legal Matters | |
The Company and its affiliates are involved in various disputes, governmental and/or regulatory inspections, inquires, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect the Company, its results of operations, financial condition and cash flows. The Company’s general practice is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when losses are probable and reasonably estimable. | |
The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that is accrued. As of December 31, 2013, the Company’s consolidated balance sheet includes accrued loss contingencies of approximately $260.0 million. | |
The Company’s legal proceedings range from cases brought by a single plaintiff to mass tort actions and class actions with thousands of putative class members. These legal proceedings, as well as other matters, involve various aspects of the Company’s business and a variety of claims (including, but not limited to, qui tam actions, antitrust, product liability, breach of contract, securities, patent infringement and trade practices), some of which present novel factual allegations and/or unique legal theories. In addition, a number of the matters pending against the Company are at very early stages of the legal process (which in complex proceedings of the sort faced by us often extend for several years). As a result, some matters have not yet progressed sufficiently through discovery and/or development of important factual information and legal issues to enable the Company to estimate a range of possible loss. In those proceedings in which plaintiffs do request publicly quantified amounts of relief, the Company does not believe that the quantified amounts are meaningful because they are merely stated jurisdictional limits, exaggerated and/or unsupported by the evidence or applicable burdens of proof. | |
Antitrust Litigation | |
Actos® Litigation. On December 31, 2013 two putative class actions were filed in the federal district court (United Food and Commercial Workers Local 1776 & Participating Employers Health and Welfare Fund v. Takeda Pharmaceutical Co. Ltc. Et al., S.D.N.Y. Civ. No. 13-9244 and Crosby Tugs LLC v. Takeda Pharmaceuticals Co. Ltd., et al., S.D.N.Y. Civ. No. 13-9250) against Actavis plc and certain of its affiliates alleging that Watson’s 2010 patent lawsuit settlement with Takeda Pharmaceutical, Co. Ltd. related to Actos® (pioglitazone hydrochloride and metformin “Actos®”) is unlawful. One additional complaint has been filed (Fraternal Order of Police, Fort Lauderdale Lodge 31, Insurance Trust Fund v. Takeda Pharmaceutical Co. Ltd., et al., S.D.N.Y. Civ. No. 14-0116). The complaints, each asserted on behalf of putative classes of direct purchaser plaintiffs, generally allege an overall scheme that included Watson improperly delaying the launch of its generic version of Actos® in exchange for substantial payments from Takeda in violation of federal and state antitrust and consumer protection laws. The complaint seeks declaratory and injunctive relief and unspecified damages. | |
The Company believes that it has substantial meritorious defenses to the claims alleged. However, these actions, if successful, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Androgel® Litigation. On January 29, 2009, the U.S. Federal Trade Commission and the State of California filed a lawsuit in the United States District Court for the Central District of California (Federal Trade Commission, et. al. v. Watson Pharmaceuticals, Inc., et. al., USDC Case No. CV 09-00598) alleging that the September 2006 patent lawsuit settlement between Watson Pharmaceuticals, Inc. (“Watson” now known as Actavis, Inc.) and Solvay Pharmaceuticals, Inc. (“Solvay”), related to AndroGel® 1% (testosterone gel) CIII is unlawful. The complaint generally alleged that Watson improperly delayed its launch of a generic version of Androgel ® in exchange for Solvay’s agreement to permit Watson to co-promote Androgel® for consideration in excess of the fair value of the services provided by Watson, in violation of federal and state antitrust and consumer protection laws. The complaint sought equitable relief and civil penalties. On February 2 and 3, 2009, three separate lawsuits alleging similar claims were filed in the United States District Court for the Central District of California by various private plaintiffs purporting to represent certain classes of similarly situated claimants (Meijer, Inc., et. al., v. Unimed Pharmaceuticals, Inc., et. al., USDC Case No. EDCV 09-0215); (Rochester Drug Co-Operative, Inc. v. Unimed Pharmaceuticals Inc., et. al., Case No. EDCV 09-0226); (Louisiana Wholesale Drug Co. Inc. v. Unimed Pharmaceuticals Inc., et. al, Case No. EDCV 09-0228). On April 8, 2009, the Court transferred the government and private cases to the United States District Court for the Northern District of Georgia. On April 21, 2009 the State of California voluntarily dismissed its lawsuit against Watson without prejudice. The Federal Trade Commission and the private plaintiffs in the Northern District of Georgia filed amended complaints on May 28, 2009. The private plaintiffs amended their complaints to include allegations concerning conduct before the U.S. Patent and Trademark Office, conduct in connection with the listing of Solvay’s patent in the FDA “Orange Book,” and sham litigation. Additional actions alleging similar claims have been filed in various courts by other private plaintiffs purporting to represent certain classes of similarly situated direct or indirect purchasers of Androgel ® (Stephen L. LaFrance Pharm., Inc. d/b/a SAJ Dist. v. Unimed Pharms., Inc., et al., D. NJ Civ. No. 09-1507); (Fraternal Order of Police, Fort Lauderdale Lodge 31, Insurance Trust Fund v. Unimed Pharms. Inc., et al., D. NJ Civ. No. 09-1856); (Scurto v. Unimed Pharms., Inc., et al., D. NJ Civ. No. 09-1900); (United Food and Commercial Workers Unions and Employers Midwest Health Benefits Fund v. Unimed Pharms., Inc., et al., D. MN Civ. No. 09-1168); (Rite Aid Corp. et al. v. Unimed Pharms., Inc. et al., M.D. PA Civ. No. 09-1153); (Walgreen Co., et al. v. Unimed Pharms., LLC, et al., MD. PA Civ. No. 09-1240); (Supervalu, Inc. v. Unimed Pharms., LLC, et al, ND. GA Civ. No. 10-1024); (LeGrand v. Unimed Pharms., Inc., et al., ND. GA Civ. No. 10-2883); (Jabo’s Pharmacy Inc. v. Solvay Pharmaceuticals, Inc., et al., Cocke County, TN Circuit Court Case No. 31,837). On April 20, 2009, Watson was dismissed without prejudice from the Stephen L. LaFrance action pending in the District of New Jersey. On October 5, 2009, the Judicial Panel on Multidistrict Litigation transferred all actions then pending outside of the United States District Court for the Northern District of Georgia to that district for consolidated pre-trial proceedings (In re: AndroGel® Antitrust Litigation (No. II), MDL Docket No. 2084), and all currently-pending related actions are presently before that court. On February 22, 2010, the judge presiding over all the consolidated litigations related to Androgel® then pending in the United States District Court for the Northern District of Georgia granted Watson’s motions to dismiss the complaints, except the portion of the private plaintiffs’ complaints that include allegations concerning sham litigation. Final judgment in favor of the defendants was entered in the Federal Trade Commission’s action on April 21, 2010. On April 25, 2012, the Court of Appeals affirmed the dismissal. On June 17, 2013, the Supreme Court issued a decision, holding that the settlements between brand and generic drug companies which include a payment from the brand company to the generic competitor must be evaluated under a “rule of reason” standard of review and ordered the case remanded (the “Supreme Court Androgel Decision”). On July 20, 2010, the plaintiff in the Fraternal Order of Police action filed an amended complaint adding allegations concerning conduct before the U.S. Patent and Trademark Office, conduct in connection with the listing of Solvay’s patent in the FDA’s “Orange Book,” and sham litigation similar to the claims raised in the direct purchaser actions. On October 28, 2010, the judge presiding over MDL 2084 entered an order pursuant to which the LeGrand action, filed on September 10, 2010, was consolidated for pretrial purposes with the other indirect purchaser class action as part of MDL 2084 and made subject to the Court’s February 22, 2010 order on the motion to dismiss. In February 2012, the direct and indirect purchaser plaintiffs and the defendants filed cross-motions for summary judgment, and on June 22, 2012, the indirect purchaser plaintiffs, including Fraternal Order of Police, LeGrand and HealthNet, filed a motion for leave to amend and consolidate their complaints. On September 28, 2012, the district court granted summary judgment in favor of the defendants on all outstanding claims. The plaintiffs then appealed. On September 12 and 13, 2013, respectively, the indirect purchaser plaintiffs and direct purchaser plaintiffs filed motions with the district court, asking the court for an indicative ruling that it would vacate its final order on the parties’ summary judgment motions and conduct further proceedings in light of the Supreme Court Androgel Decision, should the Court of Appeals remand the case to the district court. On October 23, 2013, the district court granted the motions. The court of appeals recently decided to remand the case back to the district court, which has already indicated it will grant plaintiffs relief under Rule 60(b) of the Federal Rules of Civil Procedure, vacating the ruling from which plaintiffs appealed. | |
The Company believes it has substantial meritorious defenses and intends to defend itself vigorously. However, these actions, if successful, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Cipro® Litigation. Beginning in July 2000, a number of suits were filed against Watson and certain Company affiliates including The Rugby Group, Inc. (“Rugby”) in various state and federal courts alleging claims under various federal and state competition and consumer protection laws. Several plaintiffs have filed amended complaints and motions seeking class certification. Approximately 42 cases were filed against Watson, Rugby and other Company entities. Many of these actions have been dismissed. Actions remain pending in various state courts, including California, Kansas, Tennessee, and Florida. The actions generally allege that the defendants engaged in unlawful, anticompetitive conduct in connection with alleged agreements, entered into prior to Watson’s acquisition of Rugby from Sanofi Aventis (“Sanofi”), related to the development, manufacture and sale of the drug substance ciprofloxacin hydrochloride, the generic version of Bayer’s brand drug, Cipro®. The actions generally seek declaratory judgment, damages, injunctive relief, restitution and other relief on behalf of certain purported classes of individuals and other entities. The action pending in Kansas, which the court previously terminated administratively, has been reopened. Plaintiffs’ motion for class certification in the Kansas case is due on February 21, 2014. There has been no action in the cases pending in Florida and Tennessee since 2003. In the action pending in the California Superior Court for the County of San Diego (In re: Cipro Cases I & II, JCCP Proceeding Nos. 4154 & 4220 ), on July 21, 2004, the California Court of Appeal ruled that the majority of the plaintiffs would be permitted to pursue their claims as a class. On August 31, 2009, the California Superior Court granted defendants’ motion for summary judgment, and final judgment was entered on September 24, 2009. On October 31, 2011, the California Court of Appeal affirmed the Superior Court’s judgment. On December 13, 2011, the plaintiffs filed a petition for review in the California Supreme Court. On February 15, 2012, the California Supreme Court granted review. On September 12, 2012, the California Supreme Court entered a stay of all proceedings in the case pending a decision from the United States Supreme Court in the Federal Trade Commission v. Actavis matter involving Androgel, described above. The California Supreme Court lifted the stay on June 26, 2013 following the ruling by the United States Supreme Court. Plaintiffs and Bayer recently announced that they have reached an agreement to settle the claims pending against Bayer. Plaintiffs are continuing to pursue claims against the generic defendants, including Watson and Rugby. The remaining parties submitted letter briefs to the court regarding the impact of the Supreme Court Androgel Decision. Response briefs are due on February 14, 2014. | |
In addition to the pending actions, the Company understands that various state and federal agencies are investigating the allegations made in these actions. Sanofi has agreed to defend and indemnify Watson and its affiliates in connection with the claims and investigations arising from the conduct and agreements allegedly undertaken by Rugby and its affiliates prior to Watson’s acquisition of Rugby, and is currently controlling the defense of these actions. | |
Doryx Litigation. In July 2012, Mylan Pharmaceuticals Inc. (“Mylan”) filed a complaint against Warner Chilcott and Mayne Pharma International Pty. Ltd. (“Mayne”) in the U.S. District Court for the Eastern District of Pennsylvania alleging that Warner Chilcott and Mayne prevented or delayed Mylan’s generic competition to Warner Chilcott’s Doryx® products in violation of U.S. federal antitrust laws and tortiously interfered with Mylan’s prospective economic relationships under Pennsylvania state law. (Mylan Pharmaceuticals Inc. v. Warner Chilcott Public Limited Co., et al., E.D.Pa. No. 12-cv-03824). In the complaint, Mylan seeks unspecified treble and punitive damages and attorneys’ fees. | |
Following the filing of Mylan’s complaint, three putative class actions were filed against Warner Chilcott and Mayne by purported direct purchasers, and one putative class action was filed against Warner Chilcott and Mayne by purported indirect purchasers, each in the same court. On December 5, 2013 an additional complaint was filed by the International Union of Operating Engineers Local 132 Health and Welfare Fund on behalf of another group of purported indirect purchasers. Warner has moved to dismiss this new complaint. In each case the plaintiffs allege that they paid higher prices for Warner Chilcott’s Doryx® products as a result of Warner Chilcott’s and Mayne’s alleged actions preventing or delaying generic competition in violation of U.S. federal antitrust laws and/or state laws. Plaintiffs seek unspecified injunctive relief, treble damages and/or attorneys’ fees. The court consolidated the purported class actions and the action filed by Mylan and ordered that all the pending cases proceed on the same schedule. | |
On February 5, 2013, four retailers, including HEB Grocery, Safeway, Inc., Supervalu, Inc. and Walgreen Co., filed in the same court a civil antitrust complaint in their individual capacities against Warner Chilcott and Mayne regarding Doryx®. (Walgreen Co., Safeway, Inc., Supervalu, Inc. and HEB Grocery Co, LP. v. Warner Chilcott Public Limited Co., et al., E.D.Pa. No. 13-cv-00658). On March 28, 2013, another retailer, Rite Aid, filed a similar complaint in the same court. (Rite Aid Corp. v. Warner Chilcott Public Limited Co., et al., E.D.Pa. No. 13-cv-01644). Both retailer complaints recite similar facts and assert similar legal claims for relief to those asserted in the related cases described above. Both retailer complaints have been consolidated with the cases described above. | |
Warner Chilcott and Mayne moved to dismiss the claims of Mylan, the direct purchasers, the indirect purchasers and the retailers. On November 21, 2012, the Federal Trade Commission filed with the court an amicus curiae brief supporting the plaintiffs’ theory of relief. On June 12, 2013, the court entered a denial, without prejudice, of Warner Chilcott and Mayne’s motions to dismiss. Discovery is ongoing in the consolidated cases. On November 13, 2013, Warner Chilcott and Mayne reached an agreement in principle to settle the claims of the Direct Purchaser Plaintiff class representatives for $15 million. On February 18, 2014 the court preliminarily approved the settlement and set a hearing for final approval on June 9, 2014. Indirect Purchasers Plaintiffs’ motion for class certification remains pending before the court, with no class having yet been certified. | |
The Company intends to vigorously defend its rights in the litigations. However, it is impossible to predict with certainty the outcome of any litigation, and the Company can offer no assurance as to when the lawsuits will be decided, whether the Company will be successful in its defense and whether any additional similar suits will be filed. The plaintiffs collectively seek approximately $1.2 billion in compensatory damages, which includes approximately $650 million in purported damages of the Direct Purchaser Plaintiffs with whom the company has a settlement in principle. The Company believes these amounts are unfounded and without merit. However, any award of compensatory damages could be subject to trebling. If these claims are successful such claims could adversely affect the Company and could have a material adverse effect on the Company’s business, financial condition, results of operation and cash flows. | |
Lidoderm® Litigation. On November 8, 2013, a putative class action was filed in the federal district court (Drogueria Betances, Inc. v. Endo Pharmaceuticals, Inc., et al., E.D.Pa. Civ. No. 13-06542) against Actavis, Inc. and certain of its affiliates alleging that Watson’s 2012 patent lawsuit settlement with Endo Pharmaceuticals, Inc. related to Lidoderm® (lidocaine transdermal patches, “Lidoderm®”) is unlawful. The complaint, asserted on behalf of putative classes of direct purchaser plaintiffs, generally alleges that Watson improperly delayed launching generic versions of Lidoderm® in exchange for substantial payments from Endo Pharmaceuticals in violation of federal and state antitrust and consumer protection laws. The complaint seeks declaratory and injunctive relief and damages. Additional lawsuits contain similar allegations have followed on behalf of putative classes of direct purchasers (Rochester Drug Cooperative, Inc. v. Endo Pharmaceuticals, Inc., et al., E.D.Pa. Civ. No. 13-7217; American Sales Co. LLC, v. Endo Pharmaceuticals, Inc., et al., M.D.Tenn. Civ. No. 14-0022) and suits filed on behalf of a putative class of end-payer plaintiffs (United Food and Commercial Workers Local 1776 & Participating Employers Health and Welfare Fund v.Teikoku Pharma USA, Inc., et al., N.D.Cal. Civ. No. 13-5257; Fraternal Order of Police, Fort Lauderdale Lodge 31, Insurance Trust Fund v. Teikoku Pharma USA, Inc., et al., N.D.Cal. Civ. No. 13-5280; City of Providence v. Teikoku Pharma USA, Inc.., et al., D.R.I. Civ. No. 13-771; Greater Metropolitan Hotel Employers — Employees Health and Welfare Fund v. Endo Pharmaceuticals, Inc., et al., D.Minn. Civ. No. 13-3399; Pirelli Armstrong Retiree Medical Benefits Trust v. Teikoku Pharma USA, Inc., et al., M.D.Tenn. Civ. No. 13-1378; Plumbers and Pipefitters Local 178 Health and Welfare Trust Fund v. Teikoku Pharma USA, Inc., et al., N.D.Cal. Civ. No. 13-5938; Philadelphia Federation of Teachers Health and Welfare Fund v. Endo Pharmaceuticals, Inc., et al., E.D.Pa. Civ. No. 14-0057; International Association of Fire Fighters Local 22 Health & Welfare Fund v. Endo Pharmaceuticals, Inc., et al., E.D.Pa. Civ. No. 14-0092; Painters District Council No. 30 Health and Welfare Fund v. Teikoku Pharma USA, Inc., et al., C.D.Cal. Civ. No. 14-0289; Local 17 Hospitality Benefit Fund v. Endo Pharmaceuticals, Inc., et al., N.D.Cal. Civ. No. 14-0503; Teamsters Local Union 115 Health and Welfare Fund v. Endo Pharmaceuticals, Inc., et al., E.D.Pa. Civ. No. 14-0772). On December 23, 2013, plaintiffs in the United Food and Commercial Workers action filed a motion with the JPML to have all the Lidoderm® antitrust cases consolidated in the Northern District of California. Plaintiffs in several of the other actions filed objections and argued for consolidation in districts where their suits were filed. A hearing with the JPML has not yet been scheduled. | |
The Company believes it has substantial meritorious defenses and intends to defend itself vigorously. However, these actions, if successful, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Loestrin® 24 Litigation. On April 5, 2013, two putative class actions were filed in the federal district court (New York Hotel Trades Council & Hotel Assoc. of New York City, Inc. Health Benefits Fund v. Warner Chilcott Pub. Ltd. Co., et al., D.N.J., Civ. No. 13-02178, and United Food and Commercial Workers Local 1776 & Participating Employers Health and Welfare Fund v. Warner Chilcott (US), LLC, et al., E.D.Pa., No. 13-01807) against Actavis, Inc. and certain affiliates alleging that Watson’s 2009 patent lawsuit settlement with Warner Chilcott related to Loestrin® 24 Fe (norethindrone acetate/ethinyl estradiol tablets and ferrous fumarate tablets, “Loestrin® 24”) is unlawful. The complaints, both asserted on behalf of putative classes of end-payors, generally allege that Watson and another generic manufacturer improperly delayed launching generic versions of Loestrin® 24 in exchange for substantial payments from Warner Chilcott, which at the time was an unrelated company, in violation of federal and state antitrust and consumer protection laws. The complaints each seek declaratory and injunctive relief and damages. On April 15, 2013, the plaintiff in New York Hotel Trades withdrew its complaint and, on April 16, 2013, refiled it in the federal court for the Eastern District of Pennsylvania (New York Hotel Trades Council & Hotel Assoc. of New York City, Inc. Health Benefits Fund v. Warner Chilcott Public Ltd. Co., et al., E.D.Pa., Civ. No. 13-02000). Additional complaints have been filed by different plaintiffs seeking to represent the same putative class of end-payors (A.F. of L. — A.G.C. Building Trades Welfare Plan v. Warner Chilcott, et al., D.N.J. 13-02456, Fraternal Order of Police, Fort Lauderdale Lodge 31, Insurance Trust Fund v. Warner Chilcott Public Ltd. Co., et al., E.D.Pa. Civ. No. 13-02014). Electrical Workers 242 and 294 Health & Welfare Fund v. Warner Chilcott Public Ltd. Co., et al., E.D.Pa. Civ. No. 13-2862 and City of Providence v. Warner Chilcott Public Ltd. Co., et al., D.R.I. Civ. No. 13-307). In addition to the end-payor suits, two lawsuits have been filed on behalf of a class of direct payors (American Sales Company, LLC v. Warner Chilcott Public Ltd., Co. et al., D.R.I. Civ. No. 12-347 and Rochester Drug Co-Operative Inc., v. Warner Chilcott (US), LLC, et al., E.D.Pa. Civ. No. 13-133476). On June 18, 2013, defendants filed a motion with the Judicial Panel on Multidistrict Litigation (“JPML”) to consolidate these cases in one federal district court. After a hearing on September 26, 2013, the JPML issued an order conditionally transferring all related Loestrin® 24 cases to the federal court for the District of Rhode Island. A preliminary hearing was held on November 4, 2013 after which an amended, consolidated complaint was filed on December 6, 2013. On February 6, 2014, the Company filed a motion to dismiss plaintiffs’ complaints. The consolidated case is still in its early stages and discovery has not yet begun on either the class allegations or merits. The Company anticipates additional claims or lawsuits based on the same or similar allegations. | |
The Company believes it has substantial meritorious defenses and intends to defend both its brand and generic defendant entities vigorously. However, these actions, if successful, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Paroxetine Investigation. On April 19, 2013, the Office of Fair Trading issued a Statement of Objections against GlaxoSmithKline (“GSK”) and various generic drug companies, including Actavis UK Limited, formerly known as Alpharma Limited, now a subsidiary of the Company, alleging that GSK’s settlements with such generic drug companies improperly delayed generic entry of paroxetine, in violation of the United Kingdom’s competition laws. The Company has not yet responded to the Statement of Objections but believes it has substantial meritorious defenses to the allegations. However, an adverse determination in the matter could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Commercial Litigation | |
Columbia Laboratories, Inc. Securities Litigation. On June 8, 2012, Watson and certain of its officers were named as defendants in a consolidated amended class action complaint filed in the United States District Court for the District of New Jersey (In re: Columbia Laboratories, Inc. Securities Litigation, Case No. CV 12-614) by a putative class of Columbia Laboratories’ stock purchasers. The amended complaint generally alleges that between December 6, 2010 and January 20, 2012, Watson and certain of its officers, as well as Columbia Laboratories and certain of its officers, made false and misleading statements regarding the likelihood of Columbia Laboratories obtaining FDA approval of Prochieve® progesterone gel, Columbia Laboratories’ developmental drug for prevention of preterm birth. Watson licensed the rights to Prochieve® from Columbia Laboratories in July 2010. The amended complaint further alleges that the defendants failed to disclose material information concerning the statistical analysis of the clinical studies performed by Columbia Laboratories in connection with its pursuit of FDA approval of Prochieve®. The complaint seeks unspecified damages. On August 14, 2012, the defendants filed a motion to dismiss all of the claims in the amended complaint, which the court granted on June 11, 2013. Plaintiffs filed a second amended complaint on July 11, 2013. Defendants filed motions to dismiss the second amended complaint on August 9, 2013. On October 21, 2013, the court granted the motion to dismiss the second amended complaint. In ruling on the motion to dismiss, the court also ruled that if the plaintiffs seek to further amend the complaint, they must file a motion within thirty days seeking permission to do so. On December 20, 2013, plaintiffs filed a notice of appeal on the district court’s motion to dismiss ruling. The Company believes it has substantial meritorious defenses and it intends to defend itself vigorously. Additionally, the Company maintains insurance to provide coverage for the claims alleged in the action. However, litigation is inherently uncertain and the Company cannot predict the outcome of this litigation. The action, if successful, or if insurance does not provide sufficient coverage against such claims, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Fax Litigation — Medical West Ballas Pharmacy, LTD, et al. v. Anda, Inc., (Circuit Court of the County of St. Louis, State of Missouri, Case No. 08SL-CC00257). In January 2008, Medical West Ballas Pharmacy, LTD, filed a putative class action complaint against Anda, Inc. (“Anda”), a subsidiary of the Company, alleging conversion and alleged violations of the Telephone Consumer Protection Act (“TCPA”) and Missouri Consumer Fraud and Deceptive Business Practices Act. In April 2008, plaintiff filed an amended complaint substituting Anda as the defendant. The amended complaint alleges that by sending unsolicited facsimile advertisements, Anda misappropriated the class members’ paper, toner, ink and employee time when they received the alleged unsolicited faxes, and that the alleged unsolicited facsimile advertisements were sent to the plaintiff in violation of the TCPA and Missouri Consumer Fraud and Deceptive Business Practices Act. The TCPA allows recovery of minimum statutory damages of $500 per violation, which can be trebled if the violations are found to be willful. The complaint seeks to assert class action claims on behalf of the plaintiff and other similarly situated third parties. In April 2008, Anda filed an answer to the amended complaint, denying the allegations. In November 2009, the court granted plaintiff’s motion to expand the proposed class of plaintiffs from individuals for which Anda lacked evidence of express permission or an established business relationship to “All persons who on or after four years prior to the filing of this action, were sent telephone facsimile messages advertising pharmaceutical drugs and products by or on behalf of Defendant.” In November 2010, the plaintiff filed a second amended complaint further expanding the definition and scope of the proposed class of plaintiffs. On December 2, 2010, Anda filed a motion to dismiss claims the plaintiff is seeking to assert on behalf of putative class members who expressly consented or agreed to receive faxes from Defendant, or in the alternative, to stay the court proceedings pending resolution of Anda’s petition to the Federal Communications Commission (“FCC”) (discussed below). On April 11, 2011, the court denied the motion. On May 19, 2011, the plaintiff’s filed their motion seeking certification of a class of entities with Missouri telephone numbers who were sent Anda faxes for the period January 2004 through January 2008. The motion has been briefed. However, the court granted Anda’s motion to vacate the class certification hearing until similar issues are resolved in either or both the pending Nack litigation or with the FCC Petition, both of which are described in more detail below. No trial date has been set in the matter. | |
On May 1, 2012, an additional action under the TCPA was filed by Physicians Healthsource, Inc., purportedly on behalf of the “end users of the fax numbers in the United States but outside Missouri to which faxes advertising pharmaceutical products for sale by Anda were sent.” (Physicians Healthsource Inc. v. Anda Inc. S.D. Fla., Civ, No. 12-60798). On July 10, 2012, Anda filed its answer and affirmative defenses. The parties have filed a joint motion to stay the action pending the resolution of the FCC Petition and the FCC’s recently filed Public Notice, described below. | |
Several issues raised in plaintiff’s motion for class certification in the Medical West matter were addressed by the Eighth Circuit Court of Appeals in an unrelated case to which Anda is not a party, Nack v. Walburg, No. 11-1460. Nack concerned whether there is a private right of action for failing to include any opt-out notice on faxes sent with express permission, contrary to a FCC regulation that requires such notice on fax advertisements. The Eighth Circuit granted Anda leave to file an amicus brief and to participate during oral argument in the matter, which was held on September 19, 2012. In its ruling, issued May 21, 2013, the Eighth Circuit held that Walburg’s arguments on appeal amounted to challenges to the FCC’s regulation and that the court lacked jurisdiction to entertain such challenges pursuant to the Hobbs Act and it would otherwise not decide any similar challenges without the benefit of full participation by the FCC. The defendant in Nack has filed a petition for certiorari with the United States Supreme Court. | |
In a related matter, on November 30, 2010, Anda filed a petition with the FCC, asking the FCC to clarify the statutory basis for its regulation requiring “opt-out” language on faxes sent with express permission of the recipient (the “FCC Petition”). On May 2, 2012, the Consumer & Governmental Affairs Bureau of the FCC dismissed the FCC Petition. On May 14, 2012, Anda filed an application for review of the Bureau’s dismissal by the full Commission, requesting the FCC to vacate the dismissal and grant the relief sought in the FCC Petition. The FCC has not ruled on the application for review. On January 31, 2014, the FCC issued a Public Notice seeking comment on several more recently-filed petitions, all similar to the one Anda filed in 2010. Anda believes it has substantial meritorious defenses to the putative class actions brought under the TCPA, and intends to defend the actions vigorously. However, these actions, if successful, could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
West Virginia Prescription Drug Abuse Litigation. On June 26, 2012, the State of West Virginia filed a lawsuit against multiple distributors of prescription drugs, including Anda, Inc., a subsidiary of the Company (State of West Virginia v. Amerisourcebergen Drug Corporation, et. al., Boone County Circuit Court Civil Case No. 12-C-141). The complaint generally alleges that the defendants distributed prescription drugs in West Virginia in violation of state statutes, regulation and common law. The complaint seeks injunctive relief and unspecified damages and penalties. On July 26, 2012, a co-defendant removed the case to the federal court for the Southern District of West Virginia. On March 27, 2013, the court granted plaintiff’s motion to remand the case to state court. On January 3, 2014, plaintiff filed an amended complaint to which defendants’ must respond by February 14, 2014. The case is in its preliminary stages and the Company believes it has substantial meritorious defenses to the claims alleged. However, an adverse determination in the case could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
FDA Litigation | |
In May 2002, Company subsidiary Watson Laboratories, Inc. reached an agreement with the FDA on the terms of a consent decree with respect to its Corona, California manufacturing facility. The court approved the consent decree on May 13, 2002 (United States of America v. Watson Laboratories, Inc., et. al., United States District Court for the Central District of California, EDCV-02-412-VAP). The consent decree applies only to the Company’s Corona, California facility and not other manufacturing sites. The decree requires that the Corona, California facility complies with the FDA’s current Good Manufacturing Practices (“cGMP”) regulations. | |
Pursuant to the agreement, the Company hired an independent expert to conduct inspections of the Corona facility at least once each year. In each year from 2002 through 2012, the independent expert has reported its opinion to the FDA that, based on the findings of the audit of the facility, the FDA’s applicable cGMP requirements, applicable FDA regulatory guidance, and the collective knowledge, education, qualifications and experience of the expert’s auditors and reviewers, the systems at the Corona facility audited and evaluated by the expert are in compliance with the FDA’s cGMP regulations. However, the FDA is not required to accept or agree with the independent expert’s opinion. The FDA has conducted periodic inspections of the Corona facility since the entry of the consent decree, and concluded its most recent general cGMP inspection in November 2012. At the conclusion of the inspection, the FDA inspectors issued a Form 483 to the facility identifying certain observations concerning the instances where the facility failed to follow cGMP regulations. The facility has responded to the Form 483 observations and has provided the FDA with a corrective action plan to address the observations noted in the Form 483. In September 2013, the FDA requested an update on the actions taken by the Company to correct the violations noted at the conclusion of the November 2012 inspection. The Company has responded to the FDA and has provided the requested information. In February 2014 the independent expert concluded its most recent inspection of the Corona facility. At the conclusion of the inspection, the independent expert reported its opinion to the FDA that, based on the findings of the audit of the facility, the FDA’s applicable cGMP requirements, applicable FDA regulatory guidance, and the collective knowledge, education, qualifications and experience of the expert’s auditors and reviewers, the systems at the Corona facility audited and evaluated by the expert are in compliance with the FDA’s cGMP regulations. If in the future, the FDA determines that, with respect to its Corona facility, the Company has failed to comply with the consent decree or FDA regulations, including cGMPs, or has failed to adequately address the FDA’s inspectional observations, the consent decree allows the FDA to order a variety of actions to remedy the deficiencies. These actions could include ceasing manufacturing and related operations at the Corona facility, and recalling affected products. Such actions, if taken by the FDA, could have a material adverse effect on the Company, its results of operations, financial position and cash flows. | |
Patent Litigation | |
Patent Enforcement Matters | |
Actonel Once-a-Month. In August 2008, December 2008 and January 2009, Procter & Gamble’s global branded pharmaceutical business (“PGP”) and Hoffman-La Roche Inc. (“Roche”) received Paragraph IV certification notice letters from Teva Pharmaceutical Industries, Ltd. (together with its subsidiaries “Teva”), Sun Pharma Global, Inc. (“Sun”) and Apotex Inc. and Apotex Corp. (together “Apotex”), indicating that each such company had submitted to the FDA an Abbreviated New Drug Application (“ANDA”) seeking approval to manufacture and sell generic versions of the Actonel® 150 mg product (“Actonel® OaM”). The notice letters contended that Roche’s U.S. Patent No. 7,192,938 (the “‘938 Patent”), a method patent expiring in November 2023 (including a 6-month pediatric extension of regulatory exclusivity) which Roche licensed to PGP with respect to Actonel® OaM, was invalid, unenforceable or not infringed. PGP and Roche filed patent infringement suits against Teva in September 2008 (Procter & Gamble Co. et al. v. Teva Pharms. USA, Inc., Case No. 08-cv-627), Sun in January 2009 (Procter & Gamble Co. et al. v. Sun Pharma Global, Inc., Case No. 09-cv-061) and Apotex in March 2009 (Procter & Gamble Co. et al. v. Apotex Inc. et al., Case No. 09-cv-143) in the U.S. District Court for the District of Delaware charging each with infringement of the ‘938 Patent. The lawsuits resulted in a stay of FDA approval of each defendant’s ANDA for 30 months from the date of PGP’s and Roche’s receipt of notice, subject to the prior resolution of the matters before the court. The stay of approval of each of Teva’s, Sun’s and Apotex’s ANDAs has expired, and the FDA has tentatively approved Teva’s ANDA with respect to Actonel® OaM. However, none of the defendants challenged the validity of the underlying U.S. Patent No. 5,583,122 (the “‘122 Patent”), which covers all of the Actonel® products, including Actonel® OaM, and does not expire until June 2014 (including a 6-month pediatric extension of regulatory exclusivity). As a result, the Company does not believe that any of the defendants will be permitted to market their proposed generic versions of Actonel® OaM prior to June 2014. | |
On February 24, 2010, Warner Chilcott and Roche received a Paragraph IV certification notice letter from Mylan indicating that it had submitted to the FDA an ANDA seeking approval to manufacture and sell a generic version of Actonel® OaM. The notice letter contends that the ‘938 Patent, which expires in November 2023 and covers Actonel® OaM, is invalid and/or will not be infringed. Warner Chilcott and Roche filed a patent suit against Mylan in April 2010 in the U.S. District Court for the District of Delaware charging Mylan with infringement of the ‘938 Patent based on its proposed generic version of Actonel® OaM (Procter & Gamble Co. et al. v. Mylan Pharms. Inc., Case No. 10-cv-285). The lawsuit resulted in a stay of FDA approval of Mylan’s ANDA for 30 months from the date of Warner Chilcott’s and Roche’s receipt of notice, subject to prior resolution of the matter before the court. The stay of approval of Mylan’s ANDA has now expired. Since Mylan did not challenge the validity of the underlying ‘122 Patent, which expires in June 2014 (including a 6-month pediatric extension of regulatory exclusivity) and covers all of the Actonel® products, the Company does not believe that Mylan will be permitted to market its proposed ANDA product prior to the June 2014 expiration of the ‘122 Patent (including a 6-month pediatric extension of regulatory exclusivity). | |
In October, November and December 2010 and February 2011, Warner Chilcott and Roche received Paragraph IV certification notice letters from Sun, Apotex, Teva and Mylan, respectively, indicating that each such company had amended its existing ANDA covering generic versions of Actonel® OaM to include a Paragraph IV certification with respect to Roche’s U.S. Patent No. 7,718,634 (the “‘634 Patent”). The notice letters contended that the ‘634 Patent, a method patent expiring in November 2023 (including a 6-month pediatric extension of regulatory exclusivity) which Roche licensed to Warner Chilcott with respect to Actonel® OaM, was invalid, unenforceable or not infringed. Warner Chilcott and Roche filed patent infringement suits against Sun and Apotex in December 2010, against Teva in January 2011 and against Mylan in March 2011 in the U.S. District Court for the District of Delaware charging each with infringement of the ‘634 Patent. The Company believes that no additional 30-month stay is available in these matters because the ‘634 Patent was listed in the FDA’s Orange Book subsequent to the date on which Sun, Apotex, Teva and Mylan filed their respective ANDAs with respect to Actonel® OaM. However, the underlying ‘122 Patent, which covers all of the Actonel® products, including Actonel® OaM, does not expire until June 2014 (including a 6-month pediatric extension of regulatory exclusivity). | |
Warner Chilcott and Roche’s actions against Teva, Apotex, Sun and Mylan for infringement of the ‘938 Patent and the ‘634 Patent arising from each such party’s proposed generic version of Actonel® OaM were consolidated for all pretrial purposes (in Case No. 08-cv-627), and a consolidated trial for those suits was previously expected to be held in July 2012. Following an adverse ruling in Roche’s separate ongoing patent infringement suit before the U.S. District Court for the District of New Jersey relating to its Boniva® product, in which the court held that claims of the ‘634 Patent covering a monthly dosing regimen using ibandronate were invalid as obvious, Teva, Apotex, Sun and Mylan filed a motion for summary judgment in Warner Chilcott’s Actonel® OaM patent infringement litigation. In the motion, the defendants have sought to invalidate the asserted claims of the ‘938 Patent and ‘634 Patent, which cover a monthly dosing regimen using risedronate, on similar grounds. The previously scheduled trial has been postponed pending resolution of the new summary judgment motion. A hearing on Teva, Apotex, Sun and Mylan’s motions for summary judgment of invalidity and a separate motion by Warner Chilcott and Roche for summary judgment of infringement took place on December 14, 2012. | |
To the extent that any ANDA filer also submitted a Paragraph IV certification with respect to U.S. Patent No. 6,165,513 covering Actonel® OaM, Warner Chilcott has determined not to pursue an infringement action with respect to this patent. While Warner Chilcott and Roche intend to vigorously defend the ‘938 Patent and the ‘634 Patent and protect their legal rights, the Company can offer no assurance as to when the lawsuits will be decided, whether the lawsuits will be successful or that a generic equivalent of Actonel® OaM will not be approved and enter the market prior to the expiration of the ‘938 Patent and the ‘634 Patent in 2023 (including, in each case, a 6-month pediatric extension of regulatory exclusivity). | |
Asacol HD. In September 2011, Warner Chilcott received a Paragraph IV certification notice letter from Zydus Pharmaceuticals USA, Inc. (together with its affiliates, “Zydus”) indicating that Zydus had submitted to the FDA an ANDA seeking approval to manufacture and sell a generic version of Warner Chilcott’s Asacol® 800 mg product (“ASACOL HD”). Zydus contends that Warner Chilcott’s U.S. Patent No. 6,893,662, expiring in November 2021 (the “‘662 Patent”), is invalid and/or not infringed. In addition, Zydus indicated that it had submitted a Paragraph III certification with respect to Medeva Pharma Suisse AG’s (“Medeva”) U.S. Patent No. 5,541,170 (the “‘170 Patent”) and U.S. Patent No. 5,541,171 (the “‘171 Patent”), formulation and method patents which the Company exclusively licenses from Medeva covering Warner Chilcott’s ASACOL products, consenting to the delay of FDA approval of the ANDA product until the ‘170 Patent and the ‘171 Patent expire in July 2013. In November 2011, Warner Chilcott filed a lawsuit against Zydus in the U.S. District Court for the District of Delaware charging Zydus with infringement of the ‘662 Patent (Warner Chilcott Co., LLC v. Zydus Pharms. (USA) Inc. et al., Case No. 1:2011cv01105). The lawsuit results in a stay of FDA approval of Zydus’ ANDA for 30 months from the date of Warner Chilcott’s receipt of the Zydus notice letter, subject to prior resolution of the matter before the court. While the Company intends to vigorously defend the ‘662 Patent and pursue its legal rights, the Company can offer no assurance as to when the pending litigation will be decided, whether the lawsuit will be successful or that a generic equivalent of ASACOL HD will not be approved and enter the market prior to the expiration of the ‘662 Patent in 2021. In January 2014 the parties reached an agreement in principle to settle the case. Under the terms of the settlement, Zydus can launch its ANDA product in November 2015, or can launch an authorized generic version of Asacol HD in July 2016 if it fails to obtain FDA approval of its ANDA by such time. The settlement is subject to execution of definitive documentation. | |
Atelvia. In August and October 2011 and March 2012, Warner Chilcott received Paragraph IV certification notice letters from Watson Laboratories, Inc. — Florida (together with Actavis, Inc. (formerly Watson Pharmaceuticals, Inc.) and its subsidiaries, “Actavis”), Teva and Ranbaxy Laboratories Ltd. (together with its affiliates, “Ranbaxy”) indicating that each had submitted to the FDA an ANDA seeking approval to manufacture and sell a generic version of Atelvia® 35 mg tablets (“Atelvia®”). The notice letters contend that Warner Chilcott’s U.S. Patent Nos. 7,645,459 (the “‘459 Patent”) and 7,645,460 (the “‘460 Patent”), two formulation and method patents expiring in January 2028, are invalid, unenforceable and/or not infringed. Warner Chilcott filed a lawsuit against Actavis in October 2011 (Warner Chilcott Co., LLC et al. v. Watson Pharms., Inc. et al., Case No. 11-cv-5989), against Teva in November 2011 (Warner Chilcott Co., LLC et al. v. Teva Pharms. USA, Inc. et al., Case No. 11-cv-6936) and against Ranbaxy in April 2012 (Warner Chilcott Co., LLC et al. v.Ranbaxy, Inc. et al., Case No. 12-cv-2474) in the U.S. District Court for the District of New Jersey charging each with infringement of the ‘459 Patent and ‘460 Patent. On August 21, 2012, the United States Patent and Trademark Office issued to the Company U.S. Patent No. 8,246,989 (the “‘989 Patent”), a formulation patent expiring in January 2026. The Company listed the ‘989 Patent in the FDA’s Orange Book, each of Actavis, Teva and Ranbaxy amended its Paragraph IV certification notice letter to contend that the ‘989 Patent is invalid and/or not infringed, and Warner Chilcott amended its complaints against Actavis, Teva and Ranbaxy to assert the ‘989 Patent. The lawsuits result in a stay of FDA approval of each defendant’s ANDA for 30 months from the date of Warner Chilcott’s receipt of such defendant’s original notice letter, subject to prior resolution of the matter before the court. The Company does not believe that the amendment of its complaints against Actavis, Teva and Ranbaxy to assert the ‘989 Patent will result in any additional 30-month stay. In addition, none of the ANDA filers certified against the ‘122 Patent, which covers all of the Actonel® and Atelvia® products and expires in June 2014 (including a 6-month pediatric extension of regulatory exclusivity). On October 2, 2013, Actavis divested its ANDA to Amneal Pharmaceuticals. No trial date has been set. | |
While the Company intends to vigorously defend the ‘459 Patent, the ‘460 Patent and the ‘989 Patent and pursue its legal rights, the Company can offer no assurance as to when the lawsuits will be decided, whether such lawsuits will be successful or that a generic equivalent of Atelvia® will not be approved and enter the market prior to the expiration of the ‘989 Patent in 2026 and/or the ‘459 Patent and the ‘460 Patent in 2028. | |
Enablex®. On December 18, 2013, Warner Chilcott Company LLC and Warner Chilcott (US) LLC sued Torrent Pharmaceuticals Ltd. and Torrent Pharma Inc. (together “Torrent”) in the United States District Court for the District of Delaware, alleging that sales of Torrent’s darifenacin tablets, a generic version of Warner Chilcott’s Enablex®, would infringe U.S. Patent No. 6,106,864 (the ‘864 patent) (Warner Chilcott Company LLC et al. v. Torrent Pharms. Ltd, et al., Case No. 13cv02039). The complaint seeks injunctive relief. Pursuant to the provisions of the Hatch-Waxman Act, the FDA is precluded from granting final approval to Torrent until the earlier of thirty months after the generic applicant provided Warner Chilcott with notice of its ANDA filing or the generic applicant prevails in the pending litigation, subject to any other exclusivities, such as a first filer 180 day market exclusivity. Under the settlement agreements entered into in the third quarter of 2010 to resolve outstanding patent litigation, each of Teva, Anchen Pharmaceuticals, Inc. and Watson agreed not to launch a generic version of Enablex® until the earlier of March 15, 2016 (or June 15, 2016, if a 6-month pediatric extension of regulatory exclusivity is granted) or, among other circumstances, (i) the effective date of any license granted to a third party for a generic Enablex product or (ii) in the event a third party launches a generic Enablex® product “at risk” and injunctive relief is not sought or granted. | |
The Company believes it has meritorious claims to prevent Torrent from launching a generic version of Enablex. However, if Torrent prevails in the pending litigation or launches a generic version of Enablex® before the pending litigation is finally resolved, it could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Generess® Fe. On November 22, 2011, Warner Chilcott Company sued Mylan Inc., Mylan Pharmaceuticals Inc. and Famy Care Ltd. in the United States District Court for the District of New Jersey, alleging that sales of norethindrone and ethinyl estradiol and ferrous fumarate tablets, a generic version of Warner Chilcott’s Generess® Fe tablets (which is exclusively licensed by Warner Chilcott), would infringe U.S. Patent No. 6,667,050 (the ‘050 patent) (Warner Chilcott Company LLC v. Mylan Inc., et al., Case No. 11cv6844). The complaint seeks injunctive relief. On December 12, 2011 Warner Chilcott sued Lupin Ltd. and Lupin Pharmaceuticals, Inc. in the United States District Court for the District of New Jersey, alleging that sales of Lupin’s generic version of Generess® Fe would infringe the ‘050 patent. (Warner Chilcott Company LLC v. Lupin Ltd., et al., Case No. 11cv7228). The complaint seeks injunctive relief. Warner Chilcott’s lawsuits against Mylan and Lupin have been consolidated and remain pending. Pursuant to the provisions of the Hatch-Waxman Act, the FDA is precluded from granting final approval to the generic applicants until the earlier of thirty months after the generic applicant provided Warner Chilcott with notice of its abbreviated new drug application filing or the generic applicant prevails in the pending litigation. The trial began on January 13, 2014, and the court has not yet issued its decision. The Company believes Warner Chilcott has meritorious claims to prevent the generic applicants from launching a generic version of Generess® Fe. However, if a generic applicant prevails in the pending litigation or launches a generic version of Generess® Fe before the pending litigation is finally resolved, it could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Lo Loestrin® FE. In July 2011 and April 2012, Warner Chilcott received Paragraph IV certification notice letters from Lupin and Actavis indicating that each had submitted to the FDA an ANDA seeking approval to manufacture and sell a generic version of Warner Chilcott’s oral contraceptive, Lo Loestrin® Fe. The notice letters contend that the ‘394 Patent and Warner Chilcott’s U.S. Patent No. 7,704,984 (the “‘984 Patent”), which cover Lo Loestrin® Fe and expire in 2014 and 2029, respectively, are invalid and/or not infringed. Warner Chilcott filed a lawsuit against Lupin in September 2011 (Warner Chilcott Co., LLC v. Lupin Ltd. et al., Case No. 11-cv-5048) and against Actavis in May 2012 (Warner Chilcott Co., LLC v. Watson Labs., Inc. et al., Case No. 12-cv-2928) in the U.S. District Court for the District of New Jersey charging each with infringement of the ‘394 Patent and the ‘984 Patent. Warner Chilcott granted Lupin and Actavis covenants not to sue on the ‘394 Patent with regard to their ANDAs seeking approval for a generic version of Lo Loestrin® Fe, and the court dismissed all claims concerning the ‘394 Patent in the Lupin and the Actavis litigations in December 2012 and February 2013, respectively. The lawsuits result in a stay of FDA approval of each defendant’s ANDA for 30 months from the date of Warner Chilcott’s receipt of such defendant’s notice letter, subject to the prior resolution of the matter before the court. On October 2, 2013, Actavis divested its ANDA to Amneal Pharmaceuticals. On October 4, 2013, Amneal Pharmaceuticals was substituted for Actavis as a defendant. A joint trial began on October 7, 2013 and concluded on October 17, 2013. On January 17, 2014, the district court issued its decision that the ‘984 Patent is valid and infringed by Lupin’s and Amneal’s respective ANDAs. On January 21, 2014, Lupin filed a notice of appeal to the United States Court of Appeals for the Federal Circuit (Appeal No. CAFC 14-1262). The appeal is currently pending. | |
While the Company intends to vigorously defend the ‘984 Patent and pursue its legal rights, it can offer no assurance as to when the lawsuits will be decided, whether such lawsuits will be successful or that a generic equivalent of Lo Loestrin® Fe will not be approved and enter the market prior to the expiration of the ‘984 Patent in 2029. | |
Rapaflo®. On June 17, 2013, Actavis, Inc., Watson Laboratories, Inc., and Kissei Pharmaceutical Co., Ltd. sued Hetero USA Inc., Hetero Labs Limited, and Hetero Labs Limited, Unit 3 (collectively, “Hetero”) in the United States District Court for the District of Delaware, alleging that sales of silodosin tablets, a generic version of Actavis’ Rapaflo® tablets, would infringe U.S. Patent No. 5,387,603 (the ‘603 patent) (Kissei Pharm. Co., Ltd. et al v. Hetero USA Inc. et al., Case No.13cv01091). The complaint seeks injunctive relief. On June 17, 2013 Actavis, Inc., Watson Laboratories, Inc., and Kissei Pharmaceutical Co., Ltd. sued Sandoz Inc. in the United States District Court for the District of Delaware, alleging that sales of Sandoz’s generic version of Rapaflo® would infringe the ‘603 patent. (Kissei Pharm. Co., Ltd. et al v. Sandoz, Inc., Case No.13cv01092). The complaint seeks injunctive relief. Actavis and Kissei’s lawsuits against Hetero and Sandoz have been consolidated and remain pending. Pursuant to the provisions of the Hatch-Waxman Act, the FDA is precluded from granting final approval to the generic applicants prior to April 8, 2016. The Company believes it has meritorious claims to prevent the generic applicants from launching a generic version of Rapaflo. However, if a generic applicant prevails in the pending litigation or launches a generic version of Rapaflo before the pending litigation is finally resolved, it could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Patent Defense Matters | |
Bayer Patent Litigation. In August 2012, Bayer Pharma AG (together with its affiliates, “Bayer”) filed a complaint against Warner Chilcott in the U.S. District Court for the District of Delaware alleging that Warner Chilcott’s manufacture, use, offer for sale, and/or sale of its Lo Loestrin® Fe oral contraceptive product infringes Bayer’s U.S. Patent No. 5,980,940 (Bayer Intellectual Property GMBH et al. v. Warner Chilcott Co., LLC et al., Case No. 12-cv-1032). In the complaint, Bayer seeks injunctive relief and unspecified monetary damages for the alleged infringement. In December 2012, Bayer amended the complaint to add a patent interference claim seeking to invalidate the Company’s ‘984 Patent, which covers the Lo Loestrin® Fe product. | |
Although it is impossible to predict with certainty the outcome of any litigation, the Company believes that it has a number of strong defenses to the allegations in the complaints and intends to vigorously defend the litigations. These cases are in the early stages of litigation, and an estimate of the potential loss, or range of loss, if any, to the Company relating to these proceedings is not possible at this time. | |
Ibandronate Tablets (Generic version of Boniva®). On September 21, 2007, Hoffmann-La Roche Inc. sued Cobalt Laboratories, Inc. and Cobalt Pharmaceuticals Inc. (both of which were subsequently acquired by Watson in 2009) in the United States District Court for the District of New Jersey, alleging that sales of Ibandronate Tablets, a generic version of Hoffmann-La Roche’s Boniva ® tablets, would infringe U.S. Patent Nos. 4,927,814 (the ‘814 Patent); 6,294,196 (the ‘196 Patent); and 7,192,938 (the ‘938 Patent) (Hoffmann-La Roche Inc. v. Cobalt Pharmaceuticals Inc., et. al., Case No. 07cv4540). The complaint sought damages and injunctive relief. Thereafter, Hoffmann-La Roche asserted additional claims, alleging infringement of U.S. Patent Nos. 7,410,957 (the ‘957 Patent) and 7,718,634 (the ‘634 patent) against Cobalt, and the parties entered into stipulations to dismiss Hoffman-La Roche’s claims related to the ‘196 and the ‘938 Patent. On August 24, 2010, the District Court granted Hoffmann-La Roche’s motion for summary judgment that Cobalt would infringe at least one claim of the ‘814 patent. On March 17, 2012, the ‘814 patent expired, leaving the ‘957 and ‘634 patents as the only patents in suit. On May 7, 2012, the District Court granted the Company’s motion for summary judgment that certain claims of the ‘634 patent are invalid. On October 1, 2012, the District Court granted Cobalt’s motion for summary judgment that certain claims of the ‘957 patent are invalid. On January 25, 2013 the District Court denied Plaintiffs’ motion for reconsideration of the summary judgment decisions finding the ‘634 patent and ‘957 patent claims invalid. The plaintiff has appealed. The Court of Appeals heard oral arguments on the appeal on December 6, 2013. In June 2012, the Company began selling its generic version of Boniva®. The Company believes it has substantial meritorious defenses to the case. However, the Company has sold and is continuing to sell its generic version of Boniva®. Therefore, an adverse final appellate determination that one of the patents in suit is valid and infringed could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Oxymorphone Extended-Release Tablets (Generic version of Opana® ER). On December 11, 2012, Endo Pharmaceuticals Inc. (“Endo”) sued Actavis and certain of its affiliates in the United States District Court for the Southern District of New York, alleging that sales of the Company’s 7.5 mg and 15 mg oxymorphone extended-release tablets, generic versions of Endo’s Opana® ER, infringe U.S. Patent Nos. 7,851,482; 8,309,122; and 8,329,216, which the USPTO recently issued or Endo recently acquired (Endo Pharms. Inc. v. Actavis Inc. et al., Case No. 12-cv-8985). On July 11, 2013, the FDA approved Actavis’ 5 mg, 10 mg, 20 mg, 30 mg, and 40 mg oxymorphone extended-release tablets. On August 6, 2013, Endo filed a motion for a preliminary injunction seeking to prevent Actavis from selling its 5 mg, 10 mg, 20 mg, 30 mg, and 40 mg oxymorphone extended-release tablets. On September 12, 2013, the Court denied Endo’s motion for a preliminary injunction and Actavis began selling its generic versions of Opana® ER. On September 17, 2013, Endo filed a motion for an injunction pending appeal, which the Federal Court of Appeals for the Federal Circuit denied on November 21, 2013. On January 9, 2014, the Federal Circuit heard oral arguments on Endo’s appeal of the district court’s denial of the motion for a preliminary injunction. No decision on the appeal has been issued. The Company believes it has substantial meritorious defenses to the case. However, Actavis has sold and is continuing to sell its generic versions of Opana® ER, 5mg, 7.5 mg, 10 mg, 15 mg, 20 mg, 30 mg and 40 mg. Therefore, an adverse final determination that one of the patents in suit is valid and infringed could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Tranexamic Acid Tablets (Generic version of Lysteda®). On July 7, 2011, Ferring B.V. sued Watson in the United States District Court for the District of Nevada, alleging that sales of the Company’s tranexamic acid tablets, a generic version of Ferring’s Lysteda® tablets, would infringe U.S. Patent No. 7,947,739 (“the ‘739 patent”) (Ferring B.V. v. Watson Pharmaceuticals, Inc., et. al., Case No. 3:11-cv-00481). On November 25, 2011, Ferring filed a second complaint in the District of Nevada alleging that sales of Actavis’ tranexamic acid tablets would infringe U.S. Patent No. 8,022,106 (“the ‘106 patent”). (Ferring B.V. v. Watson Pharmaceuticals, Inc., et. al., Case No. 3:11-cv-00853). On November 9, 2012, Ferring filed a third complaint in the District of Nevada alleging that sales of Actavis’ tranexamic acid tablets would infringe U.S. Patent No. 8,273,795 (“the ‘795 patent”) (Ferring B.V. v. Watson Pharmaceuticals, Inc., et. al., Case No. 2:12-cv-01935). The cases are still pending. The District Court has consolidated all three cases. On January 3, 2013, Actavis began selling its generic version of Lysteda®. On September 6, 2013, Ferring filed a fourth complaint in the District of Nevada alleging that sales of Actavis’ tranexamic acid tablets would infringe U.S. Patent No. 8,487,055 (“the ‘795 patent”) (Ferring B.V. v. Actavis, Inc., et. al., Case No. 3:13-cv-00477). The fourth complaint also seeks damages for the alleged infringement of the ‘739, ‘106, ‘759, and ‘055 patents by Actavis’ sales of its generic version of Lysteda®. The fourth case has not been consolidated with the first three cases. Trial regarding the ‘739, ‘106 and ‘759 patents began on January 21, 2014, and on January 30, 2014, the Judge tentatively ruled that the ‘739, ‘106 and ‘759 patents are valid and infringed by Watson’s ANDA product. As of February 12, 2014, the court had not issued a final order or ruling. The Company believes it has substantial meritorious defenses to the case. However, Actavis has sold and is continuing to sell its generic version of Lysteda®. Therefore, an adverse final determination that one of the patents in suit is valid and infringed could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Product Liability Litigation | |
Actonel Litigation. Warner Chilcott is a defendant in approximately 275 cases and a potential defendant with respect to approximately 382 unfiled claims involving a total of approximately 665 plaintiffs and potential plaintiffs relating to the Warner Chilcott’s bisphosphonate prescription drug Actonel®. The claimants allege, among other things, that Actonel® caused them to suffer osteonecrosis of the jaw (“ONJ”), a rare but serious condition that involves severe loss or destruction of the jawbone, and/or atypical fractures of the femur (“AFF”). All of the cases have been filed in either federal or state courts in the United States. Warner Chilcott is in the initial stages of discovery in these litigations. The 382 unfiled claims involve potential plaintiffs that have agreed, pursuant to a tolling agreement, to postpone the filing of their claims against Warner Chilcott in exchange for Warner Chilcott’s agreement to suspend the statutes of limitations relating to their potential claims. In addition, Warner Chilcott is aware of four purported product liability class actions that were brought against Warner Chilcott in provincial courts in Canada alleging, among other things, that Actonel® caused the plaintiffs and the proposed class members who ingested Actonel® to suffer atypical fractures or other side effects. It is expected that these plaintiffs will seek class certification. Of the approximately 669 total Actonel®-related claims, approximately 137 include ONJ-related claims, approximately 514 include AFF-related claims and approximately four include both ONJ and AFF-related claims. Warner Chilcott is reviewing these lawsuits and potential claims and intends to defend these claims vigorously. | |
Sanofi-Aventis U.S. LLC (“Sanofi”), which co-promoted Actonel® with Warner Chilcott in the United States through the end of 2013 pursuant to a collaboration agreement, is a defendant in many of Warner Chilcott’s Actonel® product liability cases. Sanofi and Warner Chilcott continue to co-promote Actonel® in other countries pursuant to the collaboration agreement. In some of the cases, manufacturers of other bisphosphonate products are also named as defendants. Plaintiffs have typically asked for unspecified monetary and injunctive relief, as well as attorneys’ fees. Under the collaboration agreement, Sanofi has agreed to indemnify Warner Chilcott, subject to certain limitations, for 50% of the losses from any product liability claims in Canada relating to Actonel® and for 50% of the losses from any product liability claims in the United States and Puerto Rico relating to Actonel® brought prior to April 1, 2010, which would include approximately 90 claims relating to ONJ and other alleged injuries that were pending as of March 31, 2010 and not subsequently dismissed. Pursuant to the April 2010 amendment to the collaboration agreement, Warner Chilcott will be fully responsible for any product liability claims in the United States and Puerto Rico relating to Actonel® brought on or after April 1, 2010. Warner Chilcott may be liable for product liability, warranty or similar claims in relation to products acquired from The Procter & Gamble Company (“P&G”) in October 2009 in connection with Warner Chilcott’s acquisition (the “PGP Acquisition”) of P&G’s global branded pharmaceutical’s business (“PGP”), including ONJ-related claims that were pending as of the closing of the PGP Acquisition. Warner Chilcott’s agreement with P&G provides that P&G will indemnify Warner Chilcott, subject to certain limits, for 50% of Warner Chilcott’s losses from any such claims, including approximately 88 claims relating to ONJ and other alleged injuries, pending as of October 30, 2009 and not subsequently dismissed. | |
In May 2013, Warner Chilcott entered into a settlement agreement in respect of up to 74 ONJ-related claims, subject to the acceptance thereof by the individual respective claimants. Warner Chilcott recorded a charge in the six months ended June 30, 2013 in the amount of $2 million in accordance with ASC Topic 450 “Contingencies” in connection with Warner Chilcott’s entry into the settlement agreement. This charge represents Warner Chilcott’s current estimate of the aggregate amount that is probable to be paid by Warner Chilcott in connection with the settlement agreement. In September 2013, Warner Chilcott entered into a separate settlement agreement in respect of up to 53 additional ONJ-related claims, subject to the acceptance thereof by the individual respective claimants. Assuming that all of the relevant claimants accept the settlement agreements, approximately 562 Actonel®-related claims would remain outstanding, of which approximately 30 include ONJ-related claims, approximately 514 include AFF-related claims and approximately four include both ONJ and AFF-related claims. However, it is impossible to predict with certainty (i) the number of such individual claimants that will accept the settlement agreement or (ii) the outcome of any litigation with claimants rejecting the settlement or other plaintiffs and potential plaintiffs with ONJ, AFF or other Actonel®-related claims, and the Company can offer no assurance as to the likelihood of an unfavorable outcome in any of these matters. An estimate of the potential loss, or range of loss, if any, to the Company relating to proceedings with (i) claimants rejecting the settlement or (ii) other plaintiffs and potential plaintiffs with ONJ, AFF or other Actonel®-related claims is not possible at this time. The Company believes it has substantial meritorious defenses to these cases and Warner Chilcott maintains product liability insurance against such cases. However, litigation is inherently uncertain and the Company cannot predict the outcome of this litigation. These actions, if successful, or if insurance does not provide sufficient coverage against such claims, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Alendronate Litigation. Beginning in 2010, a number of product liability suits were filed against Watson and certain of its affiliates, as well as other manufacturers and distributors of alendronate, for personal injuries including femur fractures and ONJ allegedly arising out of the use of alendronate. Approximately 282 cases are pending against Watson and/or its affiliates in various state and federal courts, representing claims by approximately 362 plaintiffs. These cases are generally at their preliminary stages. Watson believes that it will be defended in, and indemnified for, the majority of these claims by Merck & Co., the New Drug Application holder and manufacturer of the product sold by Watson during most of 2008. In addition, there are 85 lawsuits that name as a defendant Cobalt Laboratories, which Watson acquired in 2009 as part of its acquisition of the Arrow Group, in connection with Cobalt’s manufacture and sale of alendronate. Twenty of the cases naming Watson and/or Cobalt were consolidated for pre-trial proceedings as part of a multi-district litigation (MDL) matter pending in the United States District Court for the District of New Jersey (In re: Fosamax (Alendronate Sodium) Products Liability Litigation, MDL No. 2243). In 2012, the United States District Court for the District of New Jersey granted Watson’s motion to dismiss all of the cases then pending against Watson and its affiliates in the New Jersey MDL matter. Several of the plaintiffs appealed the dismissal to the United States Court of Appeals for the Third Circuit and that appeal remains pending. Any cases filed against Watson or its affiliates in the District of New Jersey MDL after the Court’s January 2012 dismissal are subject to a case management order that calls for their dismissal unless plaintiffs can establish that their claims should be exempted from the 2012 dismissal order. To date, no plaintiff with a post-January 2012 complaint in the District of New Jersey against Watson or its affiliates has moved for such exemption have been or are expected to be dismissed. Eleven other cases were part of an MDL in the United States District Court for the Southern District of New York, where Watson has filed a similar motion to dismiss. The Court granted, in part, a motion to dismiss, which has resulted in the dismissal of eight cases. Watson and/or Cobalt have also been served with nine cases that are part of consolidated litigation in the California Superior Court (Orange County). The Orange County Court partially granted a similar motion to dismiss, but the Company has not yet been able to determine how that will affect the cases filed against and served on Watson and its affiliates. All cases pending in the state court of Missouri have been discontinued against Watson. The remaining 269 active cases are part of a mass tort coordinated proceeding in the Superior Court of New Jersey, Atlantic County. In that state court proceeding, the Court recently granted, in part, a motion to dismiss. As a result, the Company has obtained the stipulated dismissal of 144 cases and has the stipulated dismissal of 51 more pending. Additionally, the Company has moved for dismissal of 15 cases and will soon file a similar motion to dismiss seeking dismissal of 141 more cases. The Company believes that it has substantial meritorious defenses to these cases and maintains product liability insurance against such cases. However, litigation is inherently uncertain and the Company cannot predict the outcome of this litigation. These actions, if successful, or if our indemnification arrangements or insurance do not provide sufficient coverage against such claims, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Fentanyl Transdermal System Litigation. Beginning in 2009, a number of product liability suits were filed against Watson and other Company affiliates, as well as other manufacturers and distributors of fentanyl transdermal system products, for personal injuries or deaths allegedly arising out of the use of the fentanyl transdermal system products. Watson settled the majority of these cases in November 2012. Since that time, additional cases have been resolved individually. There are approximately 5 cases that remain pending against Watson and/or its affiliates in state and federal courts that have not been resolved, representing claims by approximately 10 plaintiffs. Discovery is ongoing. The Company believes it has substantial meritorious defenses to these cases and maintains product liability insurance against such cases. However, litigation is inherently uncertain and the Company cannot predict the outcome of this litigation. These actions, if successful, or if insurance does not provide sufficient coverage against such claims, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Metoclopramide Litigation. Beginning in 2009, a number of product liability suits were filed against certain Company affiliates, including legacy Actavis and Watson companies, as well as other manufacturers and distributors of metoclopramide, for personal injuries allegedly arising out of the use of metoclopramide. Approximately 1,190 cases are pending against Actavis, Watson and/or its affiliates in state and federal courts, representing claims by multiple plaintiffs. These cases are generally in their preliminary stages and discovery is ongoing. The Company believes that, with respect to the majority of the cases against the legacy Watson companies, it will be defended in and indemnified by Pliva, Inc., an affiliate of Teva, from whom the Company purchased its metoclopramide product line in late 2008. With respect to the cases pending against the legacy Actavis companies, the Company is actively defending them. The Company believes that it has substantial meritorious defenses to these cases and maintains product liability insurance against such cases. However, litigation is inherently uncertain and the Company cannot predict the outcome of this litigation. These actions, if successful, or if our indemnification arrangements or insurance do not provide sufficient coverage against such claims, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Propoxyphene Litigation. Beginning in 2011, a number of product liability suits were filed against Watson and certain of its affiliates, as well as other manufacturers and distributors of propoxyphene, for personal injuries including adverse cardiovascular events or deaths allegedly arising out of the use of propoxyphene. Cases are pending against Watson and/or its affiliates in various state and federal courts, representing claims by approximately 1,385 plaintiffs. Approximately 77 of the cases naming Watson were consolidated for pre-trial proceedings as part of a multi-district litigation (MDL) matter pending in the United States District Court for the Eastern District of Kentucky (In re: Darvocet, Darvon, and Propoxyphene Products Liability Litigation, MDL No. 2226). Four of the MDL cases were voluntarily dismissed by plaintiffs with prejudice. On June 22, 2012, the court hearing the MDL cases granted the generic defendants’ joint motion to dismiss the remaining MDL cases. Approximately 34 of the dismissed cases were appealed by the plaintiffs to the United States Court of Appeals for the Sixth Circuit. Briefing on the appeal is now complete but oral argument has not yet been scheduled. Approximately 35 of the cases naming Watson or its affiliates have been consolidated in a state court proceeding pending in the Superior Court of California in Los Angeles. These cases are at their preliminary stages and Watson intends to file demurrers and/or motions to dismiss. The Company believes that it has substantial meritorious defenses to these cases and maintains product liability insurance against such cases. However, litigation is inherently uncertain and the Company cannot predict the outcome of this litigation. These actions, if successful, or if insurance does not provide sufficient coverage against such claims, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Qui Tam and Related Litigation | |
Governmental Investigation and False Claims Act Litigation. Beginning in February 2012, Warner Chilcott, along with several of its current and former employees in its sales organization and certain third parties, received subpoenas from the United States Attorney for the District of Massachusetts. The subpoena received by Warner Chilcott seeks information and documentation relating to a wide range of matters, including sales and marketing activities, payments to people who are in a position to recommend drugs, medical education, consultancies, prior authorization processes, clinical trials, off-label use and employee training (including with respect to laws and regulations concerning off-label information and physician remuneration), in each case relating to all of Warner Chilcott’s current key products. The Company is cooperating in responding to the subpoena but cannot predict or determine the impact of this inquiry on its future financial condition or results of operations. | |
The Company is aware of two qui tam complaints filed by former Warner Chilcott sales representatives and unsealed in February and March 2013 (United States ex rel. Lisa A. Alexander and James P. Goan. v. Warner Chilcott PLC, et al., D. Mass. No. 11-10545 and United States et al. ex rel. Chris Wible, v. Warner Chilcott PLC, et al., D. Mass. No. 11-11143). The unsealed qui tam complaints allege that Warner Chilcott violated Federal and state false claims acts through the promotion of all of Warner Chilcott’s current key products by, among other things, making improper claims concerning the products, providing kickbacks to physicians and engaging in improper conduct concerning prior authorizations. The complaints seek, among other things, treble damages, civil penalties of up to eleven thousand dollars for each alleged false claim and attorneys’ fees and costs. Other similar complaints may exist under seal. The United States of America has elected not to intervene at this time in each of the unsealed qui tam actions, stating at the times of the relevant seal expirations that its investigation of the allegations raised in the relevant complaint was continuing and, as such, it was not able to decide at such time whether to intervene in the action. The United States of America may later seek to intervene, and its election does not prevent the plaintiffs/relators from litigating the actions. The government has, however, successfully moved the court in the Alexander and Goan litigation to stay that proceeding until March 5, 2014. On December 2, 2013, plaintiff in the Wible action filed a notice of voluntary dismissal with respect to all of its claims except his for retaliation and claims under CA and IL state law. Warner Chilcott moved to dismiss the remaining cause of action in this Wible complaint on December 20, 2013 and that motion is still pending. Warner Chilcott intends to vigorously defend itself in the litigations. However, these cases are in the early stages of litigation, it is impossible to predict with certainty the outcome of any litigation, and the Company can offer no assurance as to when the lawsuits will be decided, whether Warner Chilcott will be successful in its defense and whether any additional similar suits will be filed. If these claims are successful such claims could adversely affect the Company and could have a material adverse effect on the Company’s business, financial condition, results of operation and cash flows. | |
Governmental Reimbursement Investigations and Drug Pricing Litigation. In November 1999, Schein Pharmaceutical, Inc., now known as Actavis Pharma, Inc. was informed by the U.S. Department of Justice that it, along with numerous other pharmaceutical companies, is a defendant in a qui tam action brought in 1995 under the U.S. False Claims Act currently pending in the U.S. District Court for the Southern District of Florida (the “Florida Qui Tam Action”). The Company has not been served in the qui tam action. A qui tam action is a civil lawsuit brought by an individual or a company (the “qui tam relator”) for an alleged violation of a federal statute, in which the U.S. Department of Justice has the right to intervene and take over the prosecution of the lawsuit at its option. Pursuant to applicable federal law, the qui tam action is under seal as to Actavis, Inc. The Company believes that the qui tam action relates to whether allegedly improper price reporting by pharmaceutical manufacturers led to increased payments by Medicare and/or Medicaid. The Company believes that the Florida Qui Tam Action against the Company was dismissed without prejudice while still sealed as to the Company. Subsequently, the Company also received and responded to notices or subpoenas from the Attorneys General of various states, including Florida, Nevada, New York, California and Texas, relating to pharmaceutical pricing issues and whether allegedly improper actions by pharmaceutical manufacturers led to excessive payments by Medicare and/or Medicaid. On June 26, 2003, the Company received a request for records and information from the U.S. House Committee on Energy and Commerce in connection with that committee’s investigation into pharmaceutical reimbursements and rebates under Medicaid. The Company produced documents in response to the request. Other state and federal inquiries regarding pricing and reimbursement issues are anticipated. | |
The Company and certain of its subsidiaries also are named as defendants in various lawsuits filed by numerous states and qui tam relators, including Wisconsin, Kentucky, Illinois, Mississippi, Missouri, South Carolina, Utah, Kansas and Louisiana captioned as follows: State of Wisconsin v. Abbott Laboratories, et al., Case No. 04-cv-1709, Wisconsin Circuit Court for Dane County; State of Wisconsin, ex rel., et al. v. Actavis Mid Atlantic LLC, et al., Case No. 11-cv-5544, Wisconsin Circuit Court for Dane County; Commonwealth of Kentucky v. Alpharma, Inc., et al., Case Number 04-CI-1487, Kentucky Circuit Court for Franklin County; State of Illinois v. Abbott Laboratories, Inc. et al., Civil Action No. 05-CH-02474, Illinois Circuit Court for Cook County; State of Mississippi v. Abbott Laboratories, Inc. et al., Civil Action No. G2005-2021 S/2, Mississippi Chancery Court of Hinds County; State of Missouri ex rel. Jeremiah W. (Jay) Nixon v. Mylan Laboratories, et al, Case No. 054-2486, Missouri Circuit Court of St. Louis; State of South Carolina and Henry D. McMaster v. Watson Pharmaceuticals (New Jersey), Inc., In the Court of Common Pleas for the Fifth Judicial Circuit, State of South Carolina, County of Richland, C.A. No. 2006-CP-40-7152; State of South Carolina and Henry D. McMaster v. Watson Pharmaceuticals (New Jersey), Inc., In the Court of Common Pleas for the Fifth Judicial Circuit, State of South Carolina, County of Richland, C.A. No. 2006-CP-40-7155; State of Utah v. Actavis U.S., Inc., et al., In the Third Judicial District Court of Salt Lake County, Civil No. 07-0913719; State of Kansas ex rel. Steve Six v. Watson Pharmaceuticals, Inc. and Watson Pharma, Inc., Case Number: 08CV2228, District Court of Wyandotte County, Kansas, Civil Court Department; and State of Louisiana V. Abbott Laboratories, Inc., et al., Case No. 596144, Parish of East Baton Rouge, 19 th Judicial District. | |
In 2011, Watson settled certain claims made against it by a relator in a qui tam action brought against the Company on behalf of the United States. The settlement of that qui tam action resolved all claims on behalf of the United States asserted in that action except for claims relating to the federal share of Medicaid payments made by the States of Alabama, Alaska, Kentucky, Idaho, Illinois, South Carolina and Wisconsin. The Company subsequently settled all claims, including the claims on behalf of the United States, brought by Alabama. In addition, the Company has reached settlements with the states of the Louisiana, and Missouri, and has agreements in principle with the states of South Carolina and Kansas though the parties have yet to reach definitive agreements with these two states. The case against Watson on behalf of Kentucky was tried in November 2011. The jury reached a verdict in Watson’s favor on each of Kentucky’s claims against Watson. An agreed form of judgment has been entered and the case now has been dismissed with prejudice. The case against Watson on behalf of Mississippi was tried from November 2012 through April 2013. On August 28, 2013, the court issued a ruling in favor of the state and awarded the state $12.4 million in compensatory damages and civil penalties. A hearing will be scheduled on the state’s request for the imposition of punitive damages against Watson. | |
With regard to the remaining drug pricing actions, the Company believes that it has meritorious defenses and intends to vigorously defend itself in those actions. The Company continually monitors the status of these actions and may settle or otherwise resolve some or all of these matters on terms that the Company deems to be in its best interests. However, the Company can give no assurance that it will be able to settle the remaining actions on terms it deems reasonable, or that such settlements or adverse judgments in the remaining actions, if entered, will not exceed the amounts of the liability reserves. Additional actions by other states, cities and/or counties are anticipated. These actions and/or the actions described above, if successful, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
Medicaid Drug Reimbursement Litigation. In December 2009, the Company learned that numerous pharmaceutical companies, including certain subsidiaries of the Company, were named as defendants in a qui tam action pending in the United States District Court for the District of Massachusetts (United States of America ex rel. Constance A. Conrad v. Abbott Laboratories, Inc. et. al., USDC Case No. 02-CV-11738-NG). The seventh amended complaint, which was served on certain of the Company’s subsidiaries in December 2009, alleges that the defendants falsely reported to the United States that certain pharmaceutical products were eligible for Medicaid reimbursement and thereby allegedly caused false claims for payment to be made through the Medicaid program. In July 2011, the plaintiff served a tenth amended complaint that unseals the action in its entirety and continues to allege the previously asserted claims against certain subsidiaries of the Company. The Company’s subsidiaries named in the action together with all other named defendants filed a Joint Motion to Dismiss the Tenth Amended Complaint on December 9, 2011. On February 25, 2013, the court granted the motion to dismiss as to all defendants. The plaintiff may appeal. On September 11, 2013, a new action was filed against certain Company subsidiaries as well as Warner Chilcott and numerous other pharmaceutical company defendants by the State of Louisiana based on the same core set of allegations as asserted in the Conrad qui tam action. Additional actions alleging similar claims could be asserted. The Company believes that it has meritorious defenses to the claims and intends to vigorously defend itself against such allegations. However, these actions or similar actions, if successful, could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. | |
The Company and its affiliates are involved in various other disputes, governmental and/or regulatory inspections, inquires, investigations and proceedings that could result in litigation, and other litigation matters that arise from time to time. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect the Company, its results of operations, financial condition and cash flows. |
Compensation
Compensation | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Compensation | ' | ||||||||
NOTE 22 — Compensation | |||||||||
The following table represents compensation costs for the years ended December 31, 2013 and 2012: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Wages and salaries | $ | 887.2 | $ | 553.1 | |||||
Stock-based compensation | 133.6 | 48.8 | |||||||
Pensions | 53.9 | 25.8 | |||||||
Social welfare | 62.4 | 29.4 | |||||||
Other benefits | 287.7 | 168.2 | |||||||
Total | 1,424.80 | 825.3 | |||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 23 — Subsequent Events | |
On February 17, 2014, the Company entered into a Merger Agreement (the “Forest Merger Agreement”) by and among the Company, Tango US Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“US Holdco”), Tango Merger Sub 1 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (“Merger Sub 1”), Tango Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”) and Forest Laboratories, Inc., a Delaware corporation (“Forest”). | |
Forest is a leading, fully integrated, specialty pharmaceutical company largely focused on the United States market. Forest markets a portfolio of branded drug products and develops new medicines to treat patients suffering from diseases principally in the following therapeutic areas: central nervous system, cardiovascular, gastrointestinal, respiratory, anti-infective, and cystic fibrosis. | |
Under the terms of the Forest Merger Agreement, the acquisition of Forest will be accomplished through a merger of Merger Sub 1 with and into Forest (“Merger 1”), with Forest being the surviving entity (the “First Surviving Corporation”). Immediately following the consummation of Merger 1, the First Surviving Corporation will merge with and into Merger Sub 2 (“Merger 2” and, together with Merger 1, the “Mergers”), with Merger Sub 2 being the surviving entity. | |
At the effective time of Merger 1, each share of Forest’s common stock issued and outstanding immediately prior to Merger 1 (other than dissenting shares) will be converted into the right to receive, at the election of the holder of such share of Forest common stock, (i) a combination of $26.04 in cash, plus .3306 Company shares (the “Mixed Election”), (ii) $86.81 in cash (the “Cash Election”) or (iii) .4723 Company shares (the “Stock Election”). The Cash Election and the Stock Election will be subject to proration to ensure that the total amount of cash paid and the total number of Company shares issued to Forest shareholders as a whole are equal to the total amount of cash and number of Company shares that would have been paid and issued if all Forest shareholders received the Mixed Election consideration. | |
The foregoing description of the Mergers and the Forest Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Forest Merger Agreement, which is filed as Exhibit 2.1 to our Current Report on Form 8-K, filed with the SEC on February 19, 2014. | |
Pursuant to the Forest Merger Agreement, the Company is obligated to obtain financing to fund the cash portion of the merger consideration. On February 17, 2014, the Company entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A., Mizuho Bank, Ltd., Mizuho Securities USA Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Receipt of financing by the Company is not a condition to its obligations under the Forest Merger Agreement. | |
The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on February 19, 2014. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Valuation And Qualifying Accounts [Abstract] | ' | ||||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | ' | ||||||||||||||||||||
Schedule II | |||||||||||||||||||||
Actavis plc | |||||||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||||||
Years Ended December 31, 2013, 2012 and 2011 | |||||||||||||||||||||
(in millions) | |||||||||||||||||||||
Balance at | Charged to | Deductions/ | Other* | Balance at | |||||||||||||||||
beginning of | costs and | Write-offs | end of | ||||||||||||||||||
period | expenses | period | |||||||||||||||||||
Allowance for doubtful accounts: | |||||||||||||||||||||
Year ended December 31, 2013 | $ | 47.9 | $ | 1.6 | $ | (11.7 | ) | $ | 0.8 | $ | 38.6 | ||||||||||
Year ended December 31, 2012 | $ | 6.8 | $ | 3.6 | $ | (1.9 | ) | $ | 39.4 | $ | 47.9 | ||||||||||
Year ended December 31, 2011 | $ | 12.5 | $ | 2.3 | $ | (8.3 | ) | $ | 0.3 | $ | 6.8 | ||||||||||
Tax valuation allowance: | |||||||||||||||||||||
Year ended December 31, 2013 | $ | 101.6 | $ | 763.2 | $ | (3.6 | ) | $ | 39.5 | $ | 900.7 | ||||||||||
Year ended December 31, 2012 | $ | 37.8 | $ | 15.1 | $ | 1.8 | $ | 46.9 | $ | 101.6 | |||||||||||
Year ended December 31, 2011 | $ | 29.7 | $ | 9.1 | $ | (1.6 | ) | $ | 0.6 | $ | 37.8 | ||||||||||
* | Represents opening balances of businesses acquired in the period. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of financial position, results of operations and cash flows for the periods presented. | |||||||||||||||||||||||||
The Company’s consolidated financial statements include the financial results of all acquired companies subsequent to the acquisition date. | |||||||||||||||||||||||||
Revision | ' | ||||||||||||||||||||||||
Revision | |||||||||||||||||||||||||
In the first quarter of 2014, the Company realigned its global strategic business structure. Prior to the realignment, the Company operated and managed its business as three distinct operating segments: Actavis Pharma, Actavis Specialty Brands and Anda Distribution. Under the new organizational structure, generics, specialty brands, branded generics and third-party commercial operations have been consolidated into a single new division. As a result of the realignment, the Company organized its business into two operating segments: Actavis Pharma and Anda Distribution. The Actavis Pharma segment includes patent-protected products and certain trademarked off-patent products that the Company sells and markets as brand pharmaceutical products and off-patent pharmaceutical products that are therapeutically equivalent to proprietary products. The Anda Distribution segment distributes generic and brand pharmaceutical products manufactured by third parties, as well as by the Company, primarily to independent pharmacies, pharmacy chains, pharmacy buying groups and physicians’ offices. The Anda Distribution segment operating results exclude sales of products developed, acquired, or licensed by the Actavis Pharma segment. The Company has revised its previously filed financial statements for this change. These revisions do not impact the consolidated balance sheet, the consolidated statement of operations, the consolidated statement of comprehensive (loss) / income, the consolidated statement of cash flows or the consolidated statement of stockholders’ equity. | |||||||||||||||||||||||||
Reclassifications | ' | ||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||
The Company has made certain reclassifications to prior period information to conform to the current period presentation, including (i) the revisions discussed above to segment reporting, (ii) the reclassification of contingent consideration accretion expense from interest expense into operating expenses, which includes the by quarter impact on the year ended December 31, 2012 as seen in “Schedule II” and (iii) expanding the categories disclosed in the accompanying footnotes related to accounts payable and accrued expenses, revenues by therapeutic category and other long term liabilities. | |||||||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||
Management is required to make certain estimates and assumptions in order to prepare consolidated financial statements in conformity with GAAP. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The Company’s most significant estimates relate to the determination of sales returns, allowances and other trade-related deductions (“SRA”) included within either accounts receivable or accrued liabilities, the valuation of inventory balances, the determination of useful lives for intangible assets, pension and other post-retirement benefit plan assumptions, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets for impairment and recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value. The estimation process required to prepare the Company’s consolidated financial statements requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. The Company’s actual results could differ materially from those estimates. | |||||||||||||||||||||||||
Foreign Currency Translation | ' | ||||||||||||||||||||||||
Foreign Currency Translation | |||||||||||||||||||||||||
For most of the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. Translation adjustments are reflected in stockholders’ equity and are included as a component of other comprehensive income / (loss). The effects of converting non-functional currency assets and liabilities into the functional currency are recorded as general and administrative expenses in the consolidated statements of operations. | |||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||
The Company considers cash and cash equivalents to include cash in banks, commercial paper and deposits with financial institutions that can be liquidated without prior notice or penalty. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||||||||||||||||||||||
Fair Value of Other Financial Instruments | ' | ||||||||||||||||||||||||
Fair Value of Other Financial Instruments | |||||||||||||||||||||||||
The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts and other receivables, investments, trade accounts payable, and long-term debt, including the current portion. The carrying amounts of cash and cash equivalents, marketable securities, accounts and other receivables and trade accounts payable are representative of their respective fair values due to their relatively short maturities. The fair values of investments in companies that are publicly traded and not accounted for under the equity method are based on quoted market prices. The Company estimates the fair value of its fixed rate long-term obligations based on quoted market rates. The carrying amount reported for long-term debt, other than the Company’s indebtedness under senior notes, is considered to be representative of fair value as they are at variable rates and reprice frequently. | |||||||||||||||||||||||||
Inventories | ' | ||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories consist of finished goods held for sale and distribution, raw materials and work in process. Inventory includes product pending approval by the U.S. Food and Drug Administration (“FDA”), by other regulatory agencies or product that has not been launched due to contractual restrictions. This inventory consists of generic pharmaceutical products that are capitalized only when the bioequivalence of the product is demonstrated or the product has already received regulatory approval and is awaiting a contractual triggering event to enter the marketplace. Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value). The Company writes down inventories to net realizable value based on forecasted demand, market conditions or other factors, which may differ from actual results. | |||||||||||||||||||||||||
Property, Plant and Equipment | ' | ||||||||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||||||
Property, plant and equipment are stated at cost, less accumulated depreciation. Major renewals and improvements are capitalized, while routine maintenance and repairs are expensed as incurred. The Company capitalizes interest on qualified construction projects. At the time property, plant and equipment are retired from service, the cost and accumulated depreciation is removed from the respective accounts. | |||||||||||||||||||||||||
Depreciation expense is computed principally on the straight-line method, over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: | |||||||||||||||||||||||||
Computer software / hardware (including internally developed) | 3-10 years | ||||||||||||||||||||||||
Machinery and equipment | 3-15 years | ||||||||||||||||||||||||
Research and laboratory equipment | 3-10 years | ||||||||||||||||||||||||
Furniture and fixtures | 3-10 years | ||||||||||||||||||||||||
Buildings, improvements, leasehold improvements and other | 4-50 years | ||||||||||||||||||||||||
Transportation equipment | 3-20 years | ||||||||||||||||||||||||
The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. | |||||||||||||||||||||||||
Investments | ' | ||||||||||||||||||||||||
Investments | |||||||||||||||||||||||||
The Company’s equity investments are accounted for under the equity method of accounting when the Company can exert significant influence and the Company’s ownership interest does not exceed 50%. The Company records equity method investments at cost and adjusts for the appropriate share of investee net earnings or losses. Investments in which the Company owns less than a 20% interest and cannot exert significant influence are accounted for using the cost method if the fair value of such investments is not readily determinable. | |||||||||||||||||||||||||
Marketable Securities | ' | ||||||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||||||
The Company’s marketable securities consist of U.S. treasury and agency securities and equity securities of publicly-held companies. The Company’s marketable securities are classified as available-for-sale and are recorded at fair value, based upon quoted market prices. Unrealized temporary adjustments to fair value are included on the balance sheet in a separate component of stockholders’ equity as unrealized gains and losses and are reported as a component of accumulated other comprehensive income / (loss). No gains or losses on marketable securities are realized until shares are sold or a decline in fair value is determined to be other-than-temporary. If a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. | |||||||||||||||||||||||||
Goodwill and Intangible Assets with Indefinite-Lives | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets with Indefinite-Lives | |||||||||||||||||||||||||
The Company tests goodwill and intangible assets with indefinite-lives for impairment annually in the second quarter by comparing the fair value of each of the Company’s reporting units to the respective carrying value of the reporting units. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit below its carrying amount. The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. | |||||||||||||||||||||||||
Goodwill is considered impaired if the carrying amount of the net assets exceeds the fair value of the reporting unit. Impairment, if any, would be recorded in operating income and this could result in a material reduction in net income and earnings per share. | |||||||||||||||||||||||||
Acquired in-process research and development (“IPR&D”) intangible assets represent the value assigned to acquired research and development projects that, as of the date acquired, represent the right to develop, use, sell and/or offer for sale a product or other intellectual property that the Company has acquired with respect to products and/or processes that have not been completed or approved. The IPR&D intangible assets are subject to impairment testing until completion or abandonment of each project. Impairment testing requires the development of significant estimates and assumptions involving the determination of estimated net cash flows for each year for each project or product (including net revenues, cost of sales, R&D costs, selling and marketing costs), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, competitive trends impacting the asset and each cash flow stream as well as other factors. The major risks and uncertainties associated with the timely and successful completion of the IPR&D projects include legal risk and regulatory risk. Changes in these assumptions or uncertainties could result in future impairment charges. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change or the timely completion of each project to commercial success will occur. For these and other reasons, actual results may vary significantly from estimated results. | |||||||||||||||||||||||||
Upon successful completion of each project and approval of the product, we will make a separate determination of the useful life of the intangible, transfer the amount to currently marketed products (“CMP”) and amortization expense will be recorded over the estimated useful life. | |||||||||||||||||||||||||
Contingent Consideration | ' | ||||||||||||||||||||||||
Contingent Consideration | |||||||||||||||||||||||||
Contingent consideration is recorded at the acquisition date estimated fair value of the contingent payment for all acquisitions. The fair value of the contingent consideration is remeasured at each reporting period with any adjustments in fair value included in our consolidated statement of operations. (Refer to “NOTE 20 — Fair Value Measurement” for additional details regarding the fair value of contingent consideration.) | |||||||||||||||||||||||||
Revenue Recognition Including Multiple-Element Arrangements | ' | ||||||||||||||||||||||||
Revenue Recognition Including Multiple-Element Arrangements | |||||||||||||||||||||||||
Revenue is generally realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured. The Company records revenue from product sales when title and risk of ownership have been transferred to the customer, which is typically upon delivery to the customer. The Company identifies each discrete deliverable included in a multiple element arrangement and identifies which of those deliverables have standalone value to the customer under Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605-25 “Revenue Recognition — Multiple-Element Arrangements” (“ASC 605-25”) and Accounting Standards Update (“ASU”) 2009-13 “Revenue Recognition — Multiple-Deliverable Revenue” (“ASU No. 2009-13”). The Company allocates arrangement consideration to the deliverables based on the appropriate selling price using the hierarchy outlined in ASC 605-25, as amended by ASU No. 2009-13. The selling price used for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or best estimated selling price (“BESP”) if neither VSOE nor TPE is available. BESP is determined in a manner consistent with that used to establish the price to sell the deliverable on a standalone basis. Revenue is recognized for each unit of accounting based on the relevant authoritative literature for that deliverable. | |||||||||||||||||||||||||
Revenues recognized from research, development and licensing agreements (including milestone receipts) are recorded on the “contingency-adjusted performance model” which requires deferral of revenue until such time as contract milestone requirements, as specified in the individual agreements, have been met. Under this model, revenue related to each payment is recognized over the entire contract performance period, starting with the contract’s commencement, but not prior to earning and/or receiving the milestone amount (i.e., removal of any contingency). The amount of revenue recognized is based on the ratio of costs incurred to date to total estimated cost to be incurred. In certain circumstances, it may be appropriate to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. In order to recognize milestone consideration as revenue in the period in which the milestone is achieved, there needs to be “substantive” certainty that the milestone will be achieved, relate solely to past performance and the consideration needs to be commensurate with the Company’s performance. Factors the Company considers in determining whether a milestone is substantive at the inception of an arrangement include: whether substantive effort will be required to achieve the milestone; what labor, skill, other costs will be incurred to achieve the milestone; how certain the achievement of the milestone is; whether a reasonable amount of time will elapse between any upfront payment and the first milestone as well as between each successive milestone; and, whether the milestone is nonrefundable or contain clawback provisions. | |||||||||||||||||||||||||
Royalty and commission revenue is recognized as a component of net revenues in accordance with the terms of their respective contractual agreements when collectability is reasonably assured and revenue can be reasonably measured. | |||||||||||||||||||||||||
Provisions for Sales Returns and Allowances | ' | ||||||||||||||||||||||||
Provisions for Sales Returns and Allowances | |||||||||||||||||||||||||
As is customary in the pharmaceutical industry, our gross product sales are subject to a variety of deductions in arriving at reported net product sales. When the Company recognizes revenue from the sale of products, an estimated SRA is recorded which reduces product sales. Accounts receivable and/or accrued liabilities are also reduced and/or increased by the SRA amount. These adjustments include estimates for chargebacks, rebates, cash discounts and returns and other allowances. These provisions are estimated based on historical payment experience, historical relationship to revenues, government regulations, estimated customer inventory levels and current contract sales terms with direct and indirect customers. The estimation process used to determine our SRA provision has been applied on a consistent basis and no material adjustments have been necessary to increase or decrease our reserves for SRA as a result of a significant change in underlying estimates. The Company uses a variety of methods to assess the adequacy of the SRA reserves to ensure that our financial statements are fairly stated. This includes periodic reviews of customer inventory data, customer contract programs and product pricing trends to analyze and validate the SRA reserves. | |||||||||||||||||||||||||
Chargebacks — The provision for chargebacks is the Company’s most significant SRA. A chargeback represents an amount payable in the future to a wholesaler for the difference between the invoice price paid by our wholesale customer for a particular product and the negotiated contract price that the wholesaler’s customer pays for that product. The chargeback provision and related reserve varies with changes in product mix, changes in customer pricing and changes to estimated wholesaler inventories. The provision for chargebacks also takes into account an estimate of the expected wholesaler sell-through levels to indirect customers at contract prices. The Company validates the chargeback accrual quarterly through a review of the inventory reports obtained from our largest wholesale customers. This customer inventory information is used to verify the estimated liability for future chargeback claims based on historical chargeback and contract rates. These large wholesalers represent the vast majority of the Company’s chargeback payments. We continually monitor current pricing trends and wholesaler inventory levels to ensure the liability for future chargebacks is fairly stated. | |||||||||||||||||||||||||
Rebates — Rebates include volume related incentives to direct and indirect customers, Medicaid, other government rebates based on claims incurred and third party managed care and Medicare Part D rebates. | |||||||||||||||||||||||||
Volume rebates are generally offered to customers as an incentive to continue to carry the Company’s products and to encourage greater product sales. These rebate programs include contracted rebates based on customers’ purchases made during an applicable monthly, quarterly or annual period. The provision for rebates is estimated based on our customers’ contracted rebate programs and the Company’s historical experience of rebates paid. Any significant changes to our customer rebate programs are considered in establishing the provision for rebates. The Company continually monitors our customer rebate programs to ensure that the liability for accrued rebates is fairly stated. | |||||||||||||||||||||||||
The provisions are based, in part, upon historical experience of claims submitted by the various states and third party providers, contractual terms, as well as government regulations. We monitor Medicaid legislative changes to determine what impact such legislation may have on our provision for Medicaid rebates. Rebates are reviewed on a quarterly basis against actual claims data to ensure the liability is fairly stated. | |||||||||||||||||||||||||
Cash Discounts — Cash discounts are provided to customers that pay within a specific period. The provision for cash discounts are estimated based upon invoice billings, utilizing historical customer payment experience. The Company’s customer’s payment experience is fairly consistent and most customer payments qualify for the cash discount. Accordingly, our reserve for cash discounts is readily determinable. | |||||||||||||||||||||||||
Returns and Other Allowances — The Company’s provision for returns and other allowances include returns, pricing adjustments, promotional allowances including loyalty cards and billback adjustments. | |||||||||||||||||||||||||
Consistent with industry practice, the Company maintains a returns policy that allows customers to return product for a credit. In accordance with the Company’s return goods policy, credits for customer returns of products are applied against outstanding account activity or settled by check. Product exchanges are not permitted. Customer returns of product are not resalable unless the return is due to a shipping error. The Company’s estimate of the provision for returns is based upon historical experience and current trends of actual customer returns. Additionally, we consider other factors when estimating the current period returns provision, including levels of inventory in the distribution channel, as well as significant market changes which may impact future expected returns, and may cause adjustments to the Company’s current period provision for returns when it appears product returns may differ from original estimates. | |||||||||||||||||||||||||
Pricing, which includes shelf stock adjustments, are credits issued to reflect price decreases in selling prices charged to the Company’s direct customers. Shelf stock adjustments are based upon the amount of product our customers have in their inventory at the time of an agreed-upon price reduction. The provision for shelf stock adjustments is based upon specific terms with the Company’s direct customers and includes estimates of existing customer inventory levels based upon their historical purchasing patterns. We regularly monitor all price changes to help evaluate the Company’s reserve balances. The adequacy of these reserves is readily determinable as pricing adjustments and shelf stock adjustments are negotiated and settled on a customer-by-customer basis. | |||||||||||||||||||||||||
Promotional allowances are credits that are issued in connection with a product launch or as an incentive for customers to carry our product. The Company establishes a reserve for promotional allowances based upon these contractual terms. | |||||||||||||||||||||||||
Billback adjustments are credits that are issued to certain customers who purchase directly from us as well as indirectly through a wholesaler. These credits are issued in the event there is a difference between the customer’s direct and indirect contract price. The provision for billbacks is estimated based upon historical purchasing patterns of qualified customers who purchase product directly from us and supplement their purchases indirectly through our wholesale customers. | |||||||||||||||||||||||||
The following table summarizes the activity in the Company’s major categories of SRA (in millions): | |||||||||||||||||||||||||
Chargebacks | Rebates | Returns and Other | Cash | Total | |||||||||||||||||||||
Allowances | Discounts | ||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 100.8 | $ | 219.9 | $ | 89.3 | $ | 17 | $ | 427 | |||||||||||||||
Provision related to sales in 2011 | 1,308.10 | 1,113.20 | 306.6 | 120.5 | 2,848.40 | ||||||||||||||||||||
Credits and payments | (1,248.0 | ) | (844.1 | ) | (273.9 | ) | (102.6 | ) | (2,468.6 | ) | |||||||||||||||
Balance at December 31, 2011 | 160.9 | 489 | 122 | 34.9 | 806.8 | ||||||||||||||||||||
Add: Actavis Group Acquisition | 94.3 | 359.4 | 171.4 | 9.7 | 634.8 | ||||||||||||||||||||
Provision related to sales in 2012 | 1,522.40 | 1,484.40 | 485.5 | 155.2 | 3,647.50 | ||||||||||||||||||||
Credits and payments | (1,566.1 | ) | (1,482.0 | ) | (429.4 | ) | (162.9 | ) | (3,640.4 | ) | |||||||||||||||
Balance at December 31, 2012 | $ | 211.5 | $ | 850.8 | $ | 349.5 | $ | 36.9 | $ | 1,448.70 | |||||||||||||||
Add: Warner Chilcott Acquistion | 5.6 | 255.5 | 121.3 | 5.5 | 387.9 | ||||||||||||||||||||
Less: Assets held for sale | — | (155.2 | ) | (3.3 | ) | (1.0 | ) | (159.5 | ) | ||||||||||||||||
Less: Actavis Acquisition adjustment | — | (31.0 | ) | — | — | (31.0 | ) | ||||||||||||||||||
Provision related to sales in 2013 | 2,340.00 | 2,339.10 | 904.1 | 201.7 | 5,784.90 | ||||||||||||||||||||
Credits and payments | (2,310.7 | ) | (2,197.4 | ) | (753.7 | ) | (195.4 | ) | (5,457.2 | ) | |||||||||||||||
Balance at December 31, 2013 | $ | 246.4 | $ | 1,061.80 | $ | 617.9 | $ | 47.7 | $ | 1,973.80 | |||||||||||||||
The following table summarizes the activity in gross-to-net revenues (in millions): | |||||||||||||||||||||||||
Year Ended December 31, | Gross | Chargebacks | Rebates | Returns and Other | Cash | Net | |||||||||||||||||||
Product Sales | Allowances | Discounts | product sales | ||||||||||||||||||||||
2011 | $ | 7,309.70 | $ | 1,308.10 | $ | 1,113.20 | $ | 306.6 | $ | 120.5 | $ | 4,461.30 | |||||||||||||
2012 | 9,430.70 | 1,522.40 | 1,484.40 | 485.5 | 155.2 | 5,783.20 | |||||||||||||||||||
2013 | 14,276.70 | 2,340.00 | 2,339.10 | 904.1 | 201.7 | 8,491.80 | |||||||||||||||||||
Included in the tables above are accounts receivable deductions within SRA’s of $1,254.8 million and $814.3 million at December 31, 2013 and 2012, respectively. SRA balances in accounts receivable at December 31, 2013 increased $440.5 million compared to December 31, 2012. SRA’s within accounts payable and accrued expenses were $719.0 million and $634.4 million at December 31, 2013 and 2012, respectively, an increase of $84.6 million. The primary driver to the overall increase was the impact of the Warner Chilcott Acquisition ($387.9 million). | |||||||||||||||||||||||||
The provision for chargebacks as a percentage of gross product sales has decreased from 17.9% in 2011 to 16.1% in 2012 and 16.4% in 2013 primarily related to growth of international revenues as a result of the acquisitions of Specifar in 2011, and Ascent and Actavis in January and October 2012, respectively. The provision for rebates as a percentage of gross product sales has increased from 15.2% in 2011, to 15.7% in 2012 and to 16.4% in 2013 primarily related to the increase in commercial rebates of the branded business due in large part to the Warner Chilcott Acquisition and the growth of international revenues as a result of the acquisitions of Specifar in 2011 and Ascent and Actavis in January and October 2012, respectively. Returns and other allowances increased due to returns for new product launches and other allowances related to new product launches and customer and product mix. The increase in provision for cash discounts is due to the acquisitions of Specifar, Ascent, Actavis and Warner Chilcott. | |||||||||||||||||||||||||
The Company does not expect future payments of SRA to materially exceed our current estimates. However, if future SRA payments were to materially exceed our estimates, such adjustments may have a material adverse impact on our financial position, results of operations and cash flows. | |||||||||||||||||||||||||
Shipping and Handling Costs | ' | ||||||||||||||||||||||||
Shipping and Handling Costs | |||||||||||||||||||||||||
The Company records shipping and handling costs in selling and marketing expenses. These expenses, which include the allocation of personnel costs associated with shipping and handling, were $153.0 million, $102.3 million and $72.9 million in the years ended December 2013, 2012 and 2011, respectively. | |||||||||||||||||||||||||
Litigation and Contingencies | ' | ||||||||||||||||||||||||
Litigation and Contingencies | |||||||||||||||||||||||||
The Company is involved in various legal proceedings in the normal course of its business, including product liability litigation, intellectual property litigation, employment litigation and other litigation. Additionally, the Company, in consultation with its counsel, assesses the need to record a liability for contingencies on a case-by-case basis in accordance with ASC Topic 450 “Contingencies” (“ASC 450”). Accruals are recorded when the Company determines that a loss related to a matter is both probable and reasonably estimable. These accruals are adjusted periodically as assessment efforts progress or as additional information becomes available. Acquired contingencies in business combinations are recorded at fair value to the extent determinable, otherwise in accordance ASC 450. | |||||||||||||||||||||||||
Concentration | ' | ||||||||||||||||||||||||
Concentration | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company’s largest customer accounted for 11% of the Company’s net revenues. For each of the years ended December 2012 and 2011 the Company’s two largest customers accounted for 16% and 14% individually, of the Company’s net revenues. No other individual customers accounted for more than 10% of net revenues. The acquisitions of Warner Chilcott and Actavis, and the related change in the mix of global sales resulting from these acquisitions had the impact of lowering overall concentration risk for the Company. | |||||||||||||||||||||||||
The Company’s accounts receivable primarily arise from product sales in North America and Europe and primarily represent amounts due from wholesalers, distributors, drug store chains and service providers in the health care and pharmaceutical industries, public hospitals and other government entities. Approximately 55% and 53% of the gross accounts receivable balance are concentrated among the Company’s four largest customers as of December 31, 2013 and 2012, respectively. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential uncollectible accounts. Actual losses from uncollectible accounts have been minimal. | |||||||||||||||||||||||||
Outside of the U.S., concentrations of credit risk with respect to accounts receivable are limited due to the wide variety of customers and markets using the Company’s products, as well as their dispersion across many different geographic areas. The Company monitors economic conditions, including volatility associated with international economies, and related impacts on the relevant financial markets and its business, especially in light of sovereign credit issues. As of December 31, 2013, the Company’s value of gross accounts receivable and allowance for potential uncollectible accounts in Western Europe were reduced as a result of the announced intention in 2013 to hold for sale our Actavis Pharma’s commercial infrastructure in France, Italy, Spain, Portugal, Belgium, Germany and the Netherlands, including products, marketing authorizations and dossier license rights. The remaining exposure in Western Europe due to deteriorating credit and economic conditions resides within Greece. The Company continues to monitor these conditions, including the length of time that it takes to collect on its accounts receivable outstanding in Greece. The Company does not expect to have write-offs or adjustments to accounts receivable which would have a material adverse effect on its financial position, liquidity or results of operations. | |||||||||||||||||||||||||
Certain of the Company’s finished products and raw materials are obtained from single source suppliers. Although the Company seeks to identify more than one source for its various finished products and raw materials, loss of a single source supplier could have an adverse effect on the Company’s results of operations, financial condition and cash flows. Further, a second source supplier may not be able to produce the same volumes of inventory as the Company’s primary supplier. Third-party manufactured products accounted for approximately 29%, 55% and 49% of our Actavis Pharma segment product sales in the years ended December 31, 2013, 2012 and 2011, respectively, including products supplied under authorized generic arrangements. | |||||||||||||||||||||||||
R&D Activities | ' | ||||||||||||||||||||||||
R&D Activities | |||||||||||||||||||||||||
R&D activities are expensed as incurred and consist of self-funded R&D costs, the costs associated with work performed under collaborative R&D agreements, regulatory fees, and milestone payments, if any. R&D expenses include direct and allocated expenses. R&D expenses incurred under collaborative agreements were approximately $100.6 million, $74.2 million and $21.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||
Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings. | |||||||||||||||||||||||||
Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. | |||||||||||||||||||||||||
Comprehensive Income/(Loss) | ' | ||||||||||||||||||||||||
Comprehensive Income/(Loss) | |||||||||||||||||||||||||
Comprehensive income/(loss) includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders. Other comprehensive income /(loss) refers to revenues, expenses, gains and losses that are included in comprehensive income / (loss), but excluded from net income/(loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income / (loss) is comprised of unrealized gains / (losses) on certain holdings of publicly traded equity securities, investments in U.S. treasury and agency securities and actuarial gains/(losses), net of realized gains / (losses) included in net income, net of tax and foreign currency translation adjustments. | |||||||||||||||||||||||||
Earnings Per Share ("EPS") | ' | ||||||||||||||||||||||||
Earnings Per Share (“EPS”) | |||||||||||||||||||||||||
The Company accounts for EPS in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of EPS to be disclosed: basic and diluted. Basic EPS is computed by dividing net (loss) / income by the weighted average common shares outstanding during a period. Diluted EPS is based on the treasury stock method and includes the effect from potential issuance of Ordinary Shares, such as shares issuable pursuant to the exercise of stock options and restricted stock units. Common share equivalents have been excluded where their inclusion would be anti-dilutive. | |||||||||||||||||||||||||
Our 2012 results included the Company’s then current estimate of shares issuable to the former shareholders of the Actavis Group. The number of shares issuable was based upon year over year growth in Cash EBITDA, as defined, in correlation with the Actavis Group Acquisition. Based on the Company’s then current estimate, the Company accounted for the issuance of 3.85 million shares associated with contingent earn-out. On March 28, 2013, based on further evaluation, the decision was made to award the remaining 1.65 million contingent shares. | |||||||||||||||||||||||||
A reconciliation of the numerators and denominators of basic and diluted EPS consisted of the following (in millions, except per share amounts): | |||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
EPS — basic | |||||||||||||||||||||||||
Net (loss) / income attributable to common shareholders | $ | (750.4 | ) | $ | 97.3 | $ | 260.9 | ||||||||||||||||||
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 | ||||||||||||||||||||||
EPS — basic | $ | (5.27 | ) | $ | 0.77 | $ | 2.1 | ||||||||||||||||||
EPS — diluted | |||||||||||||||||||||||||
Net (loss) / income attributable to common shareholders | $ | (750.4 | ) | $ | 97.3 | $ | 260.9 | ||||||||||||||||||
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 | ||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||
Dilutive stock awards | — | 2.6 | 2 | ||||||||||||||||||||||
Diluted weighted average ordinary shares outstanding | 142.3 | 128.4 | 126.5 | ||||||||||||||||||||||
EPS — diluted | $ | (5.27 | ) | $ | 0.76 | $ | 2.06 | ||||||||||||||||||
Stock awards to purchase 2.1 million and 0.1 million common shares during the year ended December 31, 2013 and 2011, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive. There were no anti-dilutive shares for the year ended December 31, 2012. | |||||||||||||||||||||||||
Employee Benefits | ' | ||||||||||||||||||||||||
Employee Benefits | |||||||||||||||||||||||||
Defined Contribution Plans | |||||||||||||||||||||||||
The Company has a defined contribution plan that is a post-employment benefit plan under which the Company pays fixed contributions to a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to the defined contribution plans are recognized as an employee benefit expense in the consolidated statement of operations in the periods during which the related services were rendered. | |||||||||||||||||||||||||
Defined Benefit Plans | |||||||||||||||||||||||||
The Company recognizes the overfunded or underfunded status of each of its defined benefit plans as an asset or liability on its consolidated balance sheets. The obligations are generally measured at the actuarial present value of all benefits attributable to employee service rendered, as provided by the applicable benefit formula. The estimates of the obligation and related expense of these plans recorded in the financial statements are based on certain assumptions. The most significant assumptions relate to discount rate and expected return on plan assets. Other assumptions used may include employee demographic factors such as compensation rate increases, retirement patterns, expected employee turnover and participant mortality rates. The difference between these assumptions and actual experience results in the recognition of an asset or liability based upon a net actuarial (gain) / loss. If the total net actuarial (gain) / loss included in accumulated other comprehensive income / (loss) exceeds a threshold of 10% of the greater of the projected benefit obligation or the market related value of plan assets, it is subject to amortization and recorded as a component of net periodic pension cost over the average remaining service lives of the employees participating in the pension plan. Net periodic benefit costs are recognized in the consolidated statement of operations. | |||||||||||||||||||||||||
Share-based Compensation | |||||||||||||||||||||||||
The Company issues non-vested shares in the form of restricted stock and restricted stock units under its long-term equity incentives program. Non-vested shares granted to employees and directors are valued at the market price of the shares on the date of grant. Share-based compensation expense recognized during a period is based on the value of the portion of share-based awards that are expected to vest with employees. That is, share-based compensation expense is reduced for estimated future forfeitures. These estimates are revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation expense in the period in which the change in estimate occurs. | |||||||||||||||||||||||||
In connection with the Transactions, the Actavis Board of Directors modified the existing awards for its directors and executive officers during the second quarter of 2013 such that immediately prior to closing of the Warner Chilcott Acquisition, each stock option, share of restricted stock and restricted stock unit held became fully vested and exercisable and converted into a right to receive an Actavis plc ordinary share net of applicable tax withholding. The effect of the modification resulted in an increase of $38.3 million in stock compensation expense in the year ended December 31, 2013 (in addition to $3.0 million related to employer payroll taxes resulting from the one-time charge). | |||||||||||||||||||||||||
Restructuring Costs | ' | ||||||||||||||||||||||||
Restructuring Costs | |||||||||||||||||||||||||
The Company records liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred. In accordance with existing benefit arrangements, employee severance costs are accrued when the restructuring actions are probable and estimable. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period. Refer to “NOTE 18 — Business Restructuring Charges” for more information. | |||||||||||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||
In July 2013, the FASB issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company’s financial statement presentation is in accordance with this guidance; therefore this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||||||||||
In March 2013, the FASB issued clarifying guidance for the release of the cumulative translation adjustment in accumulated other comprehensive income when an entity either sells a part or all of its investment in a foreign entity or ceases to have a controlling financial interest in the subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||||||
The following table provides the range of estimated useful lives used for each asset type: | |||||||||||||||||||||||||
Computer software / hardware (including internally developed) | 3-10 years | ||||||||||||||||||||||||
Machinery and equipment | 3-15 years | ||||||||||||||||||||||||
Research and laboratory equipment | 3-10 years | ||||||||||||||||||||||||
Furniture and fixtures | 3-10 years | ||||||||||||||||||||||||
Buildings, improvements, leasehold improvements and other | 4-50 years | ||||||||||||||||||||||||
Transportation equipment | 3-20 years | ||||||||||||||||||||||||
Provisions for Sales Returns and Allowances | ' | ||||||||||||||||||||||||
The following table summarizes the activity in the Company’s major categories of SRA (in millions): | |||||||||||||||||||||||||
Chargebacks | Rebates | Returns and Other | Cash | Total | |||||||||||||||||||||
Allowances | Discounts | ||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 100.8 | $ | 219.9 | $ | 89.3 | $ | 17 | $ | 427 | |||||||||||||||
Provision related to sales in 2011 | 1,308.10 | 1,113.20 | 306.6 | 120.5 | 2,848.40 | ||||||||||||||||||||
Credits and payments | (1,248.0 | ) | (844.1 | ) | (273.9 | ) | (102.6 | ) | (2,468.6 | ) | |||||||||||||||
Balance at December 31, 2011 | 160.9 | 489 | 122 | 34.9 | 806.8 | ||||||||||||||||||||
Add: Actavis Group Acquisition | 94.3 | 359.4 | 171.4 | 9.7 | 634.8 | ||||||||||||||||||||
Provision related to sales in 2012 | 1,522.40 | 1,484.40 | 485.5 | 155.2 | 3,647.50 | ||||||||||||||||||||
Credits and payments | (1,566.1 | ) | (1,482.0 | ) | (429.4 | ) | (162.9 | ) | (3,640.4 | ) | |||||||||||||||
Balance at December 31, 2012 | $ | 211.5 | $ | 850.8 | $ | 349.5 | $ | 36.9 | $ | 1,448.70 | |||||||||||||||
Add: Warner Chilcott Acquistion | 5.6 | 255.5 | 121.3 | 5.5 | 387.9 | ||||||||||||||||||||
Less: Assets held for sale | — | (155.2 | ) | (3.3 | ) | (1.0 | ) | (159.5 | ) | ||||||||||||||||
Less: Actavis Acquisition adjustment | — | (31.0 | ) | — | — | (31.0 | ) | ||||||||||||||||||
Provision related to sales in 2013 | 2,340.00 | 2,339.10 | 904.1 | 201.7 | 5,784.90 | ||||||||||||||||||||
Credits and payments | (2,310.7 | ) | (2,197.4 | ) | (753.7 | ) | (195.4 | ) | (5,457.2 | ) | |||||||||||||||
Balance at December 31, 2013 | $ | 246.4 | $ | 1,061.80 | $ | 617.9 | $ | 47.7 | $ | 1,973.80 | |||||||||||||||
Summary of Activity in Gross-to-Net Revenue | ' | ||||||||||||||||||||||||
The following table summarizes the activity in gross-to-net revenues (in millions): | |||||||||||||||||||||||||
Year Ended December 31, | Gross | Chargebacks | Rebates | Returns and Other | Cash | Net | |||||||||||||||||||
Product Sales | Allowances | Discounts | product sales | ||||||||||||||||||||||
2011 | $ | 7,309.70 | $ | 1,308.10 | $ | 1,113.20 | $ | 306.6 | $ | 120.5 | $ | 4,461.30 | |||||||||||||
2012 | 9,430.70 | 1,522.40 | 1,484.40 | 485.5 | 155.2 | 5,783.20 | |||||||||||||||||||
2013 | 14,276.70 | 2,340.00 | 2,339.10 | 904.1 | 201.7 | 8,491.80 | |||||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||||||||||
A reconciliation of the numerators and denominators of basic and diluted EPS consisted of the following (in millions, except per share amounts): | |||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
EPS — basic | |||||||||||||||||||||||||
Net (loss) / income attributable to common shareholders | $ | (750.4 | ) | $ | 97.3 | $ | 260.9 | ||||||||||||||||||
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 | ||||||||||||||||||||||
EPS — basic | $ | (5.27 | ) | $ | 0.77 | $ | 2.1 | ||||||||||||||||||
EPS — diluted | |||||||||||||||||||||||||
Net (loss) / income attributable to common shareholders | $ | (750.4 | ) | $ | 97.3 | $ | 260.9 | ||||||||||||||||||
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 | ||||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||
Dilutive stock awards | — | 2.6 | 2 | ||||||||||||||||||||||
Diluted weighted average ordinary shares outstanding | 142.3 | 128.4 | 126.5 | ||||||||||||||||||||||
EPS — diluted | $ | (5.27 | ) | $ | 0.76 | $ | 2.06 | ||||||||||||||||||
Acquisitions_and_Other_Agreeme1
Acquisitions and Other Agreements (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Unaudited Pro Forma Results of Operations | ' | ||||||||
Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of the future operating results of the combined company: | |||||||||
Year Ended December 31, | |||||||||
(in millions; except per share amounts) | 2013 | 2012 | |||||||
Net revenues | $ | 10,468.20 | $ | 10,555.30 | |||||
Net (loss) attributable to common shareholders | $ | (244.2 | ) | $ | (445.4 | ) | |||
Earnings per share: | |||||||||
Basic | $ | (1.72 | ) | $ | (2.68 | ) | |||
Diluted | $ | (1.72 | ) | $ | (2.68 | ) | |||
Global Net Assets Held for Sale | ' | ||||||||
The following represents the global net assets held for sale: | |||||||||
As of | |||||||||
December 31, | |||||||||
2013 | |||||||||
Cash and cash equivalents | $ | 37 | |||||||
Accounts receivable, net | 94.2 | ||||||||
Inventories, net | 122.9 | ||||||||
Prepaid expenses and other current assets | 59.6 | ||||||||
Impairment on the assets held for sale | (42.7 | ) | |||||||
Total assets held for sale | $ | 271 | |||||||
Accounts payable and accrued expenses | $ | 246.6 | |||||||
Total liabilities held for sale | $ | 246.6 | |||||||
Net assets held for sale | $ | 24.4 | |||||||
Uteron Pharma, SA [Member] | ' | ||||||||
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | ' | ||||||||
The following table summarizes the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Accounts receivable | $ | 1.6 | |||||||
Other current assets | 1.2 | ||||||||
Property, plant & equipment | 5.7 | ||||||||
Other long-term assets | 0.5 | ||||||||
IPR&D intangible assets | 250 | ||||||||
Goodwill | 26.4 | ||||||||
Current liabilities, excluding current portion of debt | (8.0 | ) | |||||||
Long-term deferred tax and other tax liabilities | (82.5 | ) | |||||||
Contingent consideration | (43.4 | ) | |||||||
Debt | (5.2 | ) | |||||||
Other long-term liabilities | (4.3 | ) | |||||||
Net assets acquired | $ | 142 | |||||||
Warner Chilcott [Member] | ' | ||||||||
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | ' | ||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 179.5 | |||||||
Accounts receivable | 306.1 | ||||||||
Inventories | 532.5 | ||||||||
Other current assets | 83.4 | ||||||||
Property, plant and equipment | 220 | ||||||||
Other long-term assets | 1.2 | ||||||||
IPR&D intangible assets | 1,708.00 | ||||||||
Intangible assets | 3,021.00 | ||||||||
Goodwill | 3,992.90 | ||||||||
Current liabilities | (670.1 | ) | |||||||
Deferred tax liabilities, net | (40.6 | ) | |||||||
Other long-term liabilities | (99.6 | ) | |||||||
Outstanding indebtedness | (3,400.4 | ) | |||||||
Net assets acquired | $ | 5,833.90 | |||||||
Summary of Amounts Recognized and Weighted Average Useful Lives of Intangible Assets | ' | ||||||||
The following table identifies the summarized amounts recognized and the weighted average useful lives of intangible assets: | |||||||||
(In millions) | Amounts | Weighted Average | |||||||
Recognized as | Useful Lives | ||||||||
of Acquisition | (Years) | ||||||||
Date | |||||||||
CMP: | |||||||||
Oral contraceptive franchise | $ | 1,181.00 | 3.2 | ||||||
Mesalamine franchise | 589 | 1.8 | |||||||
Estrace® Cream | 397 | 2.1 | |||||||
Risedronate franchise | 311 | 3.6 | |||||||
Doryx® | 237 | 2.4 | |||||||
Enablex® | 107 | 2.1 | |||||||
Other CMP products | 199 | 3.9 | |||||||
Total CMP | 3,021.00 | 2.7 | |||||||
IPR&D: | |||||||||
Mesalamine franchise | 809 | ||||||||
Oral Contraceptive segment | 321 | ||||||||
Estradiol | 278 | ||||||||
Urology segment | 165 | ||||||||
Other | 135 | ||||||||
Total IPR&D | 1,708.00 | ||||||||
Total identifiable intangible assets | $ | 4,729.00 | |||||||
Actavis Group [Member] | ' | ||||||||
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | ' | ||||||||
The following table summarizes the final fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 110.5 | |||||||
Accounts receivable | 527.9 | ||||||||
Inventories | 680.1 | ||||||||
Other current assets | 274.7 | ||||||||
Property, plant and equipment | 763 | ||||||||
Other long-term assets | 16.9 | ||||||||
IPR&D intangible assets | 272.9 | ||||||||
Intangible assets | 2,268.00 | ||||||||
Goodwill | 2,868.80 | ||||||||
Current liabilities | (1,365.5 | ) | |||||||
Long-term deferred tax and other tax liabilities | (735.5 | ) | |||||||
Other long-term liabilities | (176.0 | ) | |||||||
Long-term debt | (14.1 | ) | |||||||
Noncontrolling interests | (21.9 | ) | |||||||
Net assets acquired | $ | 5,469.80 | |||||||
Summary of Amounts Recognized and Weighted Average Useful Lives of Intangible Assets | ' | ||||||||
The following table identifies the summarized amounts recognized and the weighted average useful lives of intangible assets. | |||||||||
(In millions) | Amounts | Weighted Average | |||||||
Recognized as | Useful Lives | ||||||||
of Acquisition | (Years) | ||||||||
Date | |||||||||
CMPs | |||||||||
Top 6 Global CMP | $ | 570.3 | 6.5 | ||||||
Americas | 505.1 | 7 | |||||||
Europe | |||||||||
Western Europe, excluding U.K. | 116.7 | 7 | |||||||
U.K. | 103.7 | 6.9 | |||||||
Central Eastern Europe (“CEE”), excluding Russia | 194.4 | 9 | |||||||
Russia | 25.9 | 9 | |||||||
Total Europe | 440.7 | 8 | |||||||
MEAAP | |||||||||
MEAAP, excluding Indonesia | 155.6 | 8 | |||||||
Indonesia | 25.9 | 8 | |||||||
Total MEAAP | 181.5 | 8 | |||||||
Total CMP | 1,697.60 | 7.2 | |||||||
IPR&D: | |||||||||
Americas | 246.9 | ||||||||
Europe | |||||||||
Western Europe, excluding U.K. | 13 | ||||||||
CEE, excluding Russia | 13 | ||||||||
Total Europe | 26 | ||||||||
Total IPR&D | 272.9 | ||||||||
Other finite lived intangible assets: | |||||||||
Trademarks | 427.8 | 23.9 | |||||||
Customer relationships | 103.7 | 15 | |||||||
Technology rights | 38.9 | 15 | |||||||
Total Other finite lived intangible assets: | 570.4 | 21.7 | |||||||
Total identifiable intangible assets | $ | 2,540.90 | 10.8 | ||||||
Unaudited Pro Forma Results of Operations | ' | ||||||||
Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of the future operating results of the combined company: | |||||||||
Year Ended December 31, | |||||||||
(in millions; except per share amounts) | 2012 | 2011 | |||||||
Net revenues | $ | 8,082.70 | $ | 7,090.70 | |||||
Net income / (loss) attributable to common shareholders | $ | 111.6 | $ | (429.4 | ) | ||||
Earnings per share: | |||||||||
Basic | $ | 0.86 | $ | (3.35 | ) | ||||
Diluted | $ | 0.85 | $ | (3.35 | ) | ||||
Ascent [Member] | ' | ||||||||
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | ' | ||||||||
The following table summarizes the final fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 9.1 | |||||||
Accounts receivable | 29.7 | ||||||||
Inventories | 27.2 | ||||||||
Other current assets | 3.3 | ||||||||
Property, plant & equipment | 4.4 | ||||||||
Intangible assets | 192.6 | ||||||||
Goodwill | 214.3 | ||||||||
Current liabilities | (35.7 | ) | |||||||
Long-term deferred tax and other tax liabilities | (51.8 | ) | |||||||
Other long-term liabilities | (0.4 | ) | |||||||
Long-term debt | (0.1 | ) | |||||||
Net assets acquired | $ | 392.6 | |||||||
Specifar [Member] | ' | ||||||||
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | ' | ||||||||
The following table summarizes the final fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at acquisition date: | |||||||||
(in millions) | Amount | ||||||||
Cash and cash equivalents | $ | 0.6 | |||||||
Accounts receivable | 20.6 | ||||||||
Inventories | 27.1 | ||||||||
Other current assets | 9.3 | ||||||||
Property, plant & equipment | 65.1 | ||||||||
IPR&D intangible assets | 164.3 | ||||||||
Intangible assets | 265.1 | ||||||||
Goodwill | 195.1 | ||||||||
Other assets | 5.6 | ||||||||
Current liabilties | (28.4 | ) | |||||||
Long-term deferred tax and other tax liabilities | (94.6 | ) | |||||||
Long-term debt | (27.9 | ) | |||||||
Other long-term liabilities | (42.4 | ) | |||||||
Net assets acquired | $ | 559.5 | |||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Summary of Equity Award Activity for Unvested Restricted Stock and Stock Units | ' | ||||||||||||||||
The following is a summary of equity award activity for unvested restricted stock and stock units in the period from December 31, 2012 through December 31, 2013: | |||||||||||||||||
(in millions, except per share data) | Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Grant Date | |||||||||||||||
Grant Date | Remaining | Fair Value | |||||||||||||||
Fair Value | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Restricted shares outstanding at December 31, 2012 | 2.6 | $ | 52.88 | 1.4 | $ | 137.5 | |||||||||||
Assumed in the Warner Chilcott Acquisition | 0.4 | 144 | 57.6 | ||||||||||||||
Granted | 0.9 | 84.48 | 76 | ||||||||||||||
Vested | (1.8 | ) | (58.71 | ) | (105.7 | ) | |||||||||||
Cancelled | (0.2 | ) | (66.06 | ) | (13.2 | ) | |||||||||||
Restricted shares outstanding at December 31, 2013 | 1.9 | $ | 80.12 | 1.4 | $ | 152.2 | |||||||||||
Summary of Equity Award Activity for Non-Qualified Options to Purchase Ordinary Shares | ' | ||||||||||||||||
The following is a summary of equity award activity for non-qualified options to purchase ordinary shares in the period from December 31, 2012 through December 31, 2013: | |||||||||||||||||
(in millions, except per share data) | Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Outstanding, December 31, 2012 | 1.1 | $ | 31.5 | ||||||||||||||
Assumed in the Warner Chilcott Acquisition | 0.2 | 63.11 | |||||||||||||||
Granted | 0.2 | 86.86 | |||||||||||||||
Exercised | (1.0 | ) | 44.78 | ||||||||||||||
Cancelled | (0.1 | ) | 39.72 | ||||||||||||||
Outstanding, December 31, 2013 | 0.4 | $ | 43.5 | 3.4 | $ | 54.5 | |||||||||||
Vested and expected to vest at December 31, 2013 | 0.4 | $ | 40.35 | 3.1 | $ | 52.5 | |||||||||||
Pension_and_Other_Postretireme1
Pension and Other Postretirement Benefit Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Net Periodic Benefit Cost of Defined Benefit Plans | ' | ||||||||||||||||
Net periodic benefit cost of the defined benefit plans was deminimis in the year ended December 31, 2012. The net periodic benefit cost of the defined benefit plans for the year ended December 31, 2013 was as follows: | |||||||||||||||||
Defined Benefit | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
2013(1) | |||||||||||||||||
Service cost | $ | 7 | |||||||||||||||
Interest cost | 6 | ||||||||||||||||
Other investments | (1.3 | ) | |||||||||||||||
Expected return on plan assets | (4.8 | ) | |||||||||||||||
Settlement loss | 0.2 | ||||||||||||||||
Net periodic benefit cost | $ | 7.1 | |||||||||||||||
-1 | Includes net periodic benefit cost from the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
Schedule of Benefit Obligation and Asset Data for Defined Benefit Plans | ' | ||||||||||||||||
Benefit obligation and asset data for the defined benefit plans, were as follows: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | |||||||||||||||||
(in millions) | 2013(2) | 2012(1) | |||||||||||||||
Change in Plan Assets | |||||||||||||||||
Fair value of plan assets at beginning of year | $ | 67.2 | $ | 66.5 | |||||||||||||
Fair value of plan assets assumed in the Warner Chilcott Acquistion | 79.1 | — | |||||||||||||||
Other acquisition related activity | 18.2 | — | |||||||||||||||
Reclassification to assets held for sale | (4.9 | ) | — | ||||||||||||||
Other contributions | 1.9 | — | |||||||||||||||
Actuarial gain | 4.5 | — | |||||||||||||||
Employer contribution | 8.4 | — | |||||||||||||||
Return on plan assets | 7.1 | 0.5 | |||||||||||||||
Benefits paid | (4.4 | ) | (0.2 | ) | |||||||||||||
Effects of exchange rate changes | 2.2 | 0.4 | |||||||||||||||
Fair value of plan assets at end of year | $ | 179.3 | $ | 67.2 | |||||||||||||
Change in Benefit Obligation | |||||||||||||||||
Benefit obligation at beginning of year | $ | 90.9 | $ | 89.9 | |||||||||||||
Benefit obligation assumed in the Warner Chilcott Acquistion | 97.5 | — | |||||||||||||||
Reclassification to assets held for sale | (10.4 | ) | — | ||||||||||||||
Other acquisition related activity | 40.6 | — | |||||||||||||||
Contributions | 2 | — | |||||||||||||||
Service cost | 7 | — | |||||||||||||||
Interest cost | 6 | 0.6 | |||||||||||||||
Actuarial (gain) | (1.1 | ) | — | ||||||||||||||
Benefit paid | (5.5 | ) | (0.2 | ) | |||||||||||||
Effects of exchange rate changes | 4.2 | 0.6 | |||||||||||||||
Benefit obligation at end of year | $ | 231.2 | $ | 90.9 | |||||||||||||
Funded status at end of year | $ | (51.9 | ) | $ | (23.7 | ) | |||||||||||
-1 | The year ended December 31, 2012 represents the period from October 31, 2012 to December 31, 2012. | ||||||||||||||||
-2 | The year ended December 31, 2013 includes benefit obligation and asset data from the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
Schedule of Funded Status Amount Recognized in Consolidated Balance Sheet | ' | ||||||||||||||||
The following table outlines the funded actuarial amounts recognized: | |||||||||||||||||
As of December 31, | |||||||||||||||||
(in millions) | 2013 | 2012 | |||||||||||||||
Current liabilities | $ | (0.1 | ) | $ | (3.5 | ) | |||||||||||
Noncurrent liabilities | (51.8 | ) | (20.2 | ) | |||||||||||||
$ | (51.9 | ) | $ | (23.7 | ) | ||||||||||||
Schedule of Fair Values of Pension Plan Assets by Asset Category | ' | ||||||||||||||||
The fair values of the Company’s pension plan assets at December 31, 2013 by asset category are as follows: | |||||||||||||||||
(in millions) | Quoted Prices | Significant | Significant | Total | |||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets | |||||||||||||||||
Investment funds | |||||||||||||||||
U.S. large cap equities | $ | — | $ | — | $ | — | $ | — | |||||||||
Non-U.S. developed markets equities | 70.3 | — | — | 70.3 | |||||||||||||
Fixed income obligations | 83.6 | — | — | 83.6 | |||||||||||||
Other investments | |||||||||||||||||
Other | — | 25.4 | — | 25.4 | |||||||||||||
Total Assets | $ | 153.9 | $ | 25.4 | $ | — | $ | 179.3 | |||||||||
The fair values of the Company’s pension plan assets at December 31, 2012 by asset category are as follows: | |||||||||||||||||
(in millions) | Quoted Prices | Significant | Significant | Total | |||||||||||||
In Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets | |||||||||||||||||
Investment funds | |||||||||||||||||
U.S. large cap equities | $ | 5.4 | $ | — | $ | — | $ | 5.4 | |||||||||
Non-U.S. developed markets equities | 28.2 | — | — | 28.2 | |||||||||||||
Corporate obligations | 27.8 | — | — | 27.8 | |||||||||||||
Other investments | |||||||||||||||||
Other | 5.8 | — | — | 5.8 | |||||||||||||
Total Assets | $ | 67.2 | $ | — | $ | — | $ | 67.2 | |||||||||
Schedule of Allocated Target Investment Portfolio of Pension Plans | ' | ||||||||||||||||
The target investment portfolio of the Company’s pension plans is allocated as follows: | |||||||||||||||||
Actual Asset | |||||||||||||||||
Allocations As | |||||||||||||||||
of | |||||||||||||||||
December 31, | |||||||||||||||||
2013(1) | 2012 | ||||||||||||||||
Bonds | 47 | % | 40 | % | |||||||||||||
Equity securities | 39 | % | 50 | % | |||||||||||||
Other investments | 14 | % | 10 | % | |||||||||||||
-1 | Includes the asset allocation of the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
Schedule of Expected Benefit Payments of Pension Plans | ' | ||||||||||||||||
Total expected benefit payments for the Company’s pension plans are as follows (in millions): | |||||||||||||||||
2014 | $ | 7.4 | |||||||||||||||
2015 | 6.8 | ||||||||||||||||
2016 | 7.1 | ||||||||||||||||
2017 | 8.1 | ||||||||||||||||
2018 | 8.5 | ||||||||||||||||
Thereafter | 193.3 | ||||||||||||||||
Total Liability | $ | 231.2 | |||||||||||||||
Schedule of Balances Recognized within Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
Balances recognized within accumulated other comprehensive income (loss) that have not been recognized as components of net periodic benefit costs are as follows (in million): | |||||||||||||||||
Defined Benefit | |||||||||||||||||
Balance as of December 31, 2012 | $ | — | |||||||||||||||
Net actuarial loss(1) | 5.6 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 5.6 | |||||||||||||||
-1 | Includes net accrual loss associated with the WC Plan following the Warner Chilcott Acquisition on October 1, 2013. | ||||||||||||||||
Schedule of Defined Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets | ' | ||||||||||||||||
Information for defined benefit plans with an accumulated benefit obligation in excess of plan assets is presented below (in millions): | |||||||||||||||||
Defined Benefit | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Projected benefit obligations | $ | 231.2 | $ | 90.9 | |||||||||||||
Accumulated benefit obligations | $ | 214.4 | $ | 90.9 | |||||||||||||
Plan assets | $ | 179.3 | $ | 67.2 | |||||||||||||
Weighted Average Assumptions Used to Calculate Projected Benefit Obligations and Net Periodic Benefit Cost | ' | ||||||||||||||||
The weighted average assumptions used to calculate the projected benefit obligations of the Company’s defined benefit plans are as follows: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Discount rate | 3.9 | % | 4.5 | % | |||||||||||||
Salary growth rate | 3.8 | % | 4.6 | % | |||||||||||||
The weighted average assumptions used to calculate the net periodic benefit cost of the Company’s defined benefit plans are as follows: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Discount rate | 3.8 | % | 4.5 | % | |||||||||||||
Expected rate of return on plan assets | 3.3 | % | 5.1 | % | |||||||||||||
Salary growth rate | 2.5 | % | 4.6 | % |
Other_Income_Expense_Tables
Other Income (Expense) (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Other Income And Expenses [Abstract] | ' | ||||||||||||
Components of Other Income (Expense) | ' | ||||||||||||
Other income (expense) consisted of the following (in millions): | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Gain on sale of products | $ | 4.3 | $ | 88.7 | $ | — | |||||||
Gain on sale of investments | — | 28.8 | 0.8 | ||||||||||
Gain on sale of divested products | — | 24 | — | ||||||||||
Gain on sale of business | 2.3 | — | — | ||||||||||
Loss on extinguishment of debt | (18.5 | ) | — | — | |||||||||
Loss on foreign exchange derivative | — | (70.4 | ) | — | |||||||||
Bridge loan expenses | — | (37.1 | ) | — | |||||||||
Earnings (losses) on equity method investments | 6 | 1.3 | (4.5 | ) | |||||||||
Other income | 25.7 | 3.2 | 3.2 | ||||||||||
Other income (expense) | $ | 19.8 | $ | 38.5 | $ | (0.5 | ) | ||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventories consisted of the following as of December 31, 2013 and 2012: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 522 | $ | 426.9 | |||||
Work-in-process | 168.9 | 126.2 | |||||||
Finished goods | 1,250.30 | 1,104.60 | |||||||
1,941.20 | 1,657.70 | ||||||||
Less: inventory reserves | 154.9 | 111.2 | |||||||
Inventories, net | $ | 1,786.30 | $ | 1,546.50 | |||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Summary of Accrued Expenses | ' | ||||||||
Accrued expenses consisted of the following (in millions): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued expenses: | |||||||||
Accrued third-party rebates | $ | 615.8 | $ | 551.1 | |||||
Litigation-related reserves and legal fees | 265.7 | 183.8 | |||||||
Accrued payroll and related benefits | 240.2 | 260.1 | |||||||
Royalties and sales agent payables | 119.1 | 86.2 | |||||||
Accrued indirect returns | 103.2 | 83.3 | |||||||
Accrued severence, retention and other shutdown costs | 89.3 | 65.1 | |||||||
Interest payable | 68.9 | 49.5 | |||||||
Accrued R&D expenditures | 46.6 | 17.7 | |||||||
Accrued non-provision taxes | 43.7 | 13.5 | |||||||
Accrued selling and marketing expenditures | 38.1 | 11.1 | |||||||
Current portion of contingent consideration obligations | 33.8 | 351.9 | |||||||
Accrued professional fees | 22.6 | 13.1 | |||||||
Accrued co-promotion liabilities | 14.8 | — | |||||||
Other accrued expenses | 148.1 | 182.9 | |||||||
Total accrued expenses | $ | 1,849.90 | $ | 1,869.30 | |||||
Property_Plant_and_Equipment_N1
Property, Plant and Equipment, Net (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Property, Plant and Equipment, Net | ' | ||||||||||||||||||||||||||||||||
Property, plant and equipment, net consisted of the following (in millions): | |||||||||||||||||||||||||||||||||
Land and | Machinery | Research | Other | Transportation | Buildings and | Construction | Total | ||||||||||||||||||||||||||
land | and | and | leasehold | in progress | |||||||||||||||||||||||||||||
improvements | equipment | laboratory | improvements | ||||||||||||||||||||||||||||||
equipment | |||||||||||||||||||||||||||||||||
Cost | |||||||||||||||||||||||||||||||||
At December 31, 2012 | $ | 62.7 | $ | 805.1 | $ | 112.4 | $ | 296.7 | $ | 30.2 | $ | 808.7 | $ | 114.7 | $ | 2,230.50 | |||||||||||||||||
Additions | 4 | 79.1 | 3.5 | 36.9 | 4.8 | 30.2 | 19.3 | 177.8 | |||||||||||||||||||||||||
Additions due to the Warner Chilcott Acquisition | 20.7 | 62.1 | — | 34.9 | 32.5 | 51.1 | 18.7 | 220 | |||||||||||||||||||||||||
Disposals / transfers / impairments | (19.2 | ) | (48.0 | ) | (1.4 | ) | (4.2 | ) | (5.7 | ) | (25.5 | ) | (1.0 | ) | (105.0 | ) | |||||||||||||||||
Transfer to assets held for sale | — | (8.0 | ) | — | (1.3 | ) | — | (3.6 | ) | — | (12.9 | ) | |||||||||||||||||||||
Currency translation | 0.2 | 11.4 | 0.1 | 0.3 | — | 5.3 | 1.2 | 18.5 | |||||||||||||||||||||||||
At December 31, 2013 | $ | 68.4 | $ | 901.7 | $ | 114.6 | $ | 363.3 | $ | 61.8 | $ | 866.2 | $ | 152.9 | $ | 2,528.90 | |||||||||||||||||
Accumulated depreciation | |||||||||||||||||||||||||||||||||
At December 31, 2012 | $ | — | $ | 299.9 | $ | 80.9 | $ | 214.7 | $ | 5.4 | $ | 144.6 | $ | — | $ | 745.5 | |||||||||||||||||
Additions | — | 97.3 | 8.9 | 32.3 | 6.4 | 57.1 | — | 202 | |||||||||||||||||||||||||
Disposals / transfers / impairments | — | (25.0 | ) | (0.9 | ) | (1.1 | ) | (3.8 | ) | (5.4 | ) | — | (36.2 | ) | |||||||||||||||||||
Transfer to assets held for sale | — | (0.5 | ) | — | (0.8 | ) | — | (0.7 | ) | — | (2.0 | ) | |||||||||||||||||||||
Currency translation | — | 2.6 | (0.1 | ) | — | — | 0.3 | — | 2.8 | ||||||||||||||||||||||||
At December 31, 2013 | $ | — | $ | 374.3 | $ | 88.8 | $ | 245.1 | $ | 8 | $ | 195.9 | $ | — | $ | 912.1 | |||||||||||||||||
Net book value | |||||||||||||||||||||||||||||||||
At December 31, 2012 | $ | 62.7 | 505.2 | 31.5 | 82 | 24.8 | 664.1 | 114.7 | $ | 1,485.00 | |||||||||||||||||||||||
At December 31, 2013 | $ | 68.4 | 527.4 | 25.8 | 118.2 | 53.8 | 670.3 | 152.9 | $ | 1,616.80 | |||||||||||||||||||||||
Investments_in_Marketable_Secu1
Investments in Marketable Securities and Other Investments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||
Marketable Securities and Other Investments | ' | ||||||||||||||||
Investments in marketable securities and other investments consisted of the following (in millions): | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Treasury and agency securities — maturing within one year | $ | 2.5 | $ | 6.5 | |||||||||||||
U.S. Treasury and agency securities — maturing within two years | — | 2.5 | |||||||||||||||
Total marketable securities | $ | 2.5 | $ | 9 | |||||||||||||
Investments and other assets: | |||||||||||||||||
Equity method investments | $ | 12.3 | $ | 9.6 | |||||||||||||
Cost method and other long-term investments | 1 | 1 | |||||||||||||||
Taxes receivable | 57.7 | — | |||||||||||||||
Other assets | 66.5 | 80.6 | |||||||||||||||
Total investments and other assets | $ | 137.5 | $ | 91.2 | |||||||||||||
Summary of Fair Value and Unrealized Gains (Losses) Related to Available-for-Sale Securities | ' | ||||||||||||||||
The following table provides a summary of the fair value and unrealized gains (losses) related to the Company’s available-for-sale securities classified as current assets (in millions): | |||||||||||||||||
At December 31, 2013 | Amortized Cost | Gross Unrealized | Gross Unrealized | Fair Value | |||||||||||||
Gains | Losses | ||||||||||||||||
Available-for-sale: | |||||||||||||||||
U.S. treasury and agency securities | $ | 2.5 | $ | — | $ | — | $ | 2.5 | |||||||||
Total | $ | 2.5 | $ | — | $ | — | $ | 2.5 | |||||||||
At December 31, 2012 | Amortized Cost | Gross Unrealized | Gross Unrealized | Fair Value | |||||||||||||
Gains | Losses | ||||||||||||||||
Available-for-sale: | |||||||||||||||||
U.S. treasury and agency securities | $ | 9 | $ | — | $ | — | $ | 9 | |||||||||
Total | $ | 9 | $ | — | $ | — | $ | 9 | |||||||||
Summary of Long-term Investments | ' | ||||||||||||||||
The movements in long-term investments were as follows (in millions): | |||||||||||||||||
Equity Method | Cost Method | ||||||||||||||||
Balance at December 31, 2012 | $ | 9.6 | $ | 1 | |||||||||||||
Additions | 5.6 | — | |||||||||||||||
Distributions | (3.3 | ) | — | ||||||||||||||
Impairment | — | — | |||||||||||||||
Foreign currency | 0.4 | — | |||||||||||||||
Balance at December 31, 2013 | $ | 12.3 | $ | 1 | |||||||||||||
Goodwill_Product_Rights_and_Ot1
Goodwill, Product Rights and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Goodwill | ' | ||||||||||||||||||||||||
Goodwill for the Company’s reporting segments consisted of the following (in millions): | |||||||||||||||||||||||||
Actavis Pharma | Anda Distribution | Total | |||||||||||||||||||||||
Balance at December 31, 2012 | $ | 4,767.90 | $ | 86.3 | $ | 4,854.20 | |||||||||||||||||||
Additions through acquisitions and adjustments to acquisition accounting | 4,019.30 | — | 4,019.30 | ||||||||||||||||||||||
Measurement period adjustments and other | (35.5 | ) | — | (35.5 | ) | ||||||||||||||||||||
Impairment losses | (647.5 | ) | — | (647.5 | ) | ||||||||||||||||||||
Foreign exchange and other adjustments | 7.1 | — | 7.1 | ||||||||||||||||||||||
Balance at December 31, 2013 | $ | 8,111.30 | $ | 86.3 | $ | 8,197.60 | |||||||||||||||||||
Summary of Product Rights and Other Intangible Assets | ' | ||||||||||||||||||||||||
Product rights and other intangible assets consisted of the following (in millions): | |||||||||||||||||||||||||
Cost basis | Balance as of | Acquisitions | Impairments | Other | CTA | Balance as of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||
Intangibles with definite lives: | |||||||||||||||||||||||||
Product rights and other related intangibles | $ | 5,117.60 | $ | 3,150.20 | $ | (98.7 | ) | $ | 231.1 | $ | 19.3 | $ | 8,419.50 | ||||||||||||
Core technology | 92.2 | — | — | — | 0.9 | 93.1 | |||||||||||||||||||
Customer relationships | 169 | — | — | (13.6 | ) | 1.8 | 157.2 | ||||||||||||||||||
Total definite-lived intangible assets | $ | 5,378.80 | $ | 3,150.20 | $ | (98.7 | ) | $ | 217.5 | $ | 22 | $ | 8,669.80 | ||||||||||||
Intangibles with indefinite lives: | |||||||||||||||||||||||||
IPR&D | 384.6 | 2,149.70 | (4.9 | ) | (204.3 | ) | 9.5 | 2,334.60 | |||||||||||||||||
Trade Name | 76.2 | — | — | — | — | 76.2 | |||||||||||||||||||
Total indefinite-lived intangible assets | 460.8 | 2,149.70 | (4.9 | ) | (204.3 | ) | 9.5 | 2,410.80 | |||||||||||||||||
Total product rights and related intangibles | $ | 5,839.60 | $ | 5,299.90 | $ | (103.6 | ) | $ | 13.2 | $ | 31.5 | $ | 11,080.60 | ||||||||||||
Accumulated Amortization | Balance as of | Amortization | Impairments | Other | CTA | Balance as of | |||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||
Intangibles with definite lives: | |||||||||||||||||||||||||
Product rights and other related intangibles | $ | (2,000.3 | ) | $ | (823.8 | ) | $ | 42.4 | $ | — | $ | 9.5 | $ | (2,772.2 | ) | ||||||||||
Core technology | (27.9 | ) | (7.1 | ) | — | — | — | (35.0 | ) | ||||||||||||||||
Customer relationships | (27.1 | ) | (11.8 | ) | — | — | — | (38.9 | ) | ||||||||||||||||
Total definite-lived intangible assets | $ | (2,055.3 | ) | $ | (842.7 | ) | $ | 42.4 | $ | — | $ | 9.5 | $ | (2,846.1 | ) | ||||||||||
Total indefinite-lived intangible assets | — | — | — | — | — | — | |||||||||||||||||||
Total product rights and related intangibles | $ | (2,055.3 | ) | $ | (842.7 | ) | $ | 42.4 | $ | — | $ | 9.5 | $ | (2,846.1 | ) | ||||||||||
Net Product Rights and Other Intangibles | $ | 3,784.30 | $ | 8,234.50 | |||||||||||||||||||||
Schedule of Annual Amortization Expense on Product Rights and Related Intangibles | ' | ||||||||||||||||||||||||
Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense on product rights over the next five years is estimated to be as follows (in millions): | |||||||||||||||||||||||||
Amount | |||||||||||||||||||||||||
2014 | $ | 1,667.00 | |||||||||||||||||||||||
2015 | $ | 1,243.00 | |||||||||||||||||||||||
2016 | $ | 767 | |||||||||||||||||||||||
2017 | $ | 609 | |||||||||||||||||||||||
2018 | $ | 496 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Long-Term Debt | ' | ||||||||
Debt consisted of the following (in millions): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
WC Term Loan Agreement | $ | 1,832.80 | $ | — | |||||
Amended and Restated ACT Term Loan | 1,310.00 | 1,700.00 | |||||||
Revolving Credit Facility | 265 | — | |||||||
Senior Notes: | |||||||||
$450.0 million 5.00% notes | — | 450 | |||||||
$1,200.0 million 1.875% notes due October 1, 2017 | 1,200.00 | 1,200.00 | |||||||
$1,250.0 million 7.75% notes due September 15, 2018 | 1,250.00 | — | |||||||
$400.0 million 6.125% notes due August 14, 2019 | 400 | 400 | |||||||
$1,700.0 million 3.250% notes due October 1, 2022 | 1,700.00 | 1,700.00 | |||||||
$1,000.0 million 4.625% notes due October 1, 2042 | 1,000.00 | 1,000.00 | |||||||
Plus: Unamortized premium | 103.9 | — | |||||||
Less: Unamortized discount | (31.9 | ) | (35.1 | ) | |||||
Senior Notes, net | 5,622.00 | 4,714.90 | |||||||
Capital leases | 22.2 | 18.4 | |||||||
Total debt | 9,052.00 | 6,433.30 | |||||||
Less: Current portion | 534.6 | 176.2 | |||||||
Total long-term debt and capital leases | $ | 8,517.40 | $ | 6,257.10 | |||||
Schedule of Annual Debt Maturities | ' | ||||||||
As of December 31, 2013, annual debt maturities were as follows (in millions): | |||||||||
Total Payments | |||||||||
2014 | $ | 241.3 | |||||||
2015 | 241.3 | ||||||||
2016 | 1,166.30 | ||||||||
2017 | 2,159.30 | ||||||||
2018 | 1,784.60 | ||||||||
2019 and after | 3,100.00 | ||||||||
8,692.80 | |||||||||
Capital Leases | 22.2 | ||||||||
Revolving Credit Facility | 265 | ||||||||
Unamortized Premium | 103.9 | ||||||||
Unamortized Discount | (31.9 | ) | |||||||
Total Indebtedness | $ | 9,052.00 | |||||||
Schedule of Future Minimum Lease Payments under Capital and Operating Leases | ' | ||||||||
The future minimum lease payments under both capital and operating leases that have remaining terms in excess of one year are: | |||||||||
Capital | Operating | ||||||||
2014 | 9.7 | 50.8 | |||||||
2015 | 3.9 | 41.1 | |||||||
2016 | 3.6 | 30.4 | |||||||
2017 | 2 | 22 | |||||||
2018 | 1 | 16.4 | |||||||
Thereafter | 3.9 | 47.9 | |||||||
Total minimum lease payments | 24.1 | $ | 208.6 | ||||||
Less: amount representing interest | (1.9 | ) | |||||||
Present value of net minimum lease payments | $ | 22.2 | |||||||
Schedule of Assets Capitalized under Capital Leases | ' | ||||||||
The assets capitalized under capital leases as of December 31, 2013 and 2012 are: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Machinery & Equipment | $ | 1.3 | $ | 7.9 | |||||
Other | 4.5 | 0.8 | |||||||
Building & Improvements | 6.8 | 0.5 | |||||||
Transportation | 15.9 | — | |||||||
Land | 6.6 | 6.5 | |||||||
Computer software / hardware | 1 | — | |||||||
Total | $ | 36.1 | $ | 15.7 | |||||
Other_LongTerm_Liabilities_Tab
Other Long-Term Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Summary of Other Long-Term Liabilities | ' | ||||||||
Other long-term liabilities consisted of the following (in millions): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Acquisition related contingent consideration liabilities | $ | 180.9 | $ | 11.2 | |||||
Long-term pension liability | 48.5 | 44.3 | |||||||
Long-term severance liabilities | 27.4 | 5.9 | |||||||
Litigation-related reserves | 24.3 | 65.9 | |||||||
Other long-term liabilities | 45.1 | 35.3 | |||||||
Total other long-term liabilities | $ | 326.2 | $ | 162.6 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of Income Before Provision for Income Taxes | ' | ||||||||||||
The Company’s income before provision for income taxes was generated from the U.S. and non-U.S. operations as follows (in millions): | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Income before income taxes: | |||||||||||||
U.S. | $ | 637.2 | $ | 730.6 | $ | 731.4 | |||||||
Non-U.S. | (1,275.6 | ) | (485.5 | ) | (275.4 | ) | |||||||
Income before income taxes | $ | (638.4 | ) | $ | 245.1 | $ | 456 | ||||||
Schedule of Provision for Income Taxes | ' | ||||||||||||
The Company’s provision for income taxes consisted of the following (in millions): | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current provision: | |||||||||||||
U.S. federal | $ | 318.1 | $ | 328.5 | $ | 301.2 | |||||||
U.S. state | 9 | 18 | 10.8 | ||||||||||
Non-U.S. | 60.6 | 21.3 | 11.8 | ||||||||||
Total current provision | 387.7 | 367.8 | 323.8 | ||||||||||
Deferred (benefit) provision: | |||||||||||||
U.S. federal | (101.7 | ) | (75.5 | ) | (53.2 | ) | |||||||
U.S. state | 1.2 | 5.6 | (3.9 | ) | |||||||||
Non-U.S. | (174.5 | ) | (151.1 | ) | (69.8 | ) | |||||||
Total deferred (benefit) provision | (275.0 | ) | (221.0 | ) | (126.9 | ) | |||||||
Total provision for income taxes | $ | 112.7 | $ | 146.8 | $ | 196.9 | |||||||
Schedule of Reconciliations Between Statutory U.S. Federal Income Tax Rate and Company's Effective Income Tax Rate | ' | ||||||||||||
Reconciliations between the statutory U.S. federal income tax rate and the Company’s effective income tax rate were as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. federal income tax at statutory rates | 35 | % | 35 | % | 35 | % | |||||||
U.S. state income taxes, net of U.S. federal benefit | (2.1 | )% | 5.5 | % | 2.4 | % | |||||||
Non-U.S. rate differential | 10.6 | % | (3.7 | )% | 1.9 | % | |||||||
Non-U.S. intangible amortization | (22.0 | )% | 18.7 | % | 6.1 | % | |||||||
Loss on non-U.S. currency hedge | — | % | 10.1 | % | — | % | |||||||
Impact of acquisitions and reorganizations | 0.8 | % | (15.0 | )% | — | % | |||||||
Non-U.S. impairments | (38.0 | )% | 8.4 | % | 0.6 | % | |||||||
Tax audit outcomes | (1.1 | )% | (7.0 | )% | (1.4 | )% | |||||||
Non-deductible expenses | (3.5 | )% | 8.6 | % | 2.7 | % | |||||||
R&D credits and U.S. manufacturing deduction | 5.7 | % | (4.5 | )% | (3.7 | )% | |||||||
Rate changes | (0.3 | )% | 2.8 | % | (1.2 | )% | |||||||
Valuation allowance | (0.6 | )% | (1.6 | )% | 1.4 | % | |||||||
Other | (2.2 | )% | 2.6 | % | (0.6 | )% | |||||||
Effective income tax rate | (17.7 | )% | 59.9 | % | 43.2 | % | |||||||
Schedule of Components Company's Net Deferred Tax Assets (Liabilities) | ' | ||||||||||||
The significant components of the Company’s net deferred tax assets (liabilities) consisted of the following (in millions): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Benefits from net operating and capital losses and tax credit carryforwards | $ | 1,121.20 | $ | 248.1 | |||||||||
Differences in financial statement and tax accounting for: | |||||||||||||
Inventories, receivables and accruals | 473.7 | 397.7 | |||||||||||
Deferred revenue | 16.7 | (0.1 | ) | ||||||||||
Share-based compensation | 33.1 | 24 | |||||||||||
Other | 47.2 | 51.2 | |||||||||||
Total deferred tax asset, gross | 1,691.90 | 720.9 | |||||||||||
Less: Valuation allowance | (900.7 | ) | (103.0 | ) | |||||||||
Total deferred tax asset, net | $ | 791.2 | $ | 617.9 | |||||||||
Differences in financial statement and tax accounting for: | |||||||||||||
Property, equipment and intangible assets | (961.8 | ) | (923.9 | ) | |||||||||
Basis difference in debt | (281.7 | ) | (265.6 | ) | |||||||||
Deferred interest expense | (69.1 | ) | (76.3 | ) | |||||||||
Total deferred tax liabilities | $ | (1,312.6 | ) | $ | (1,265.8 | ) | |||||||
Total deferred taxes | $ | (521.4 | ) | $ | (647.9 | ) | |||||||
Schedule of Reconciliation of Unrecognized Tax Benefits | ' | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance at the beginning of the year | $ | 103.7 | $ | 71.2 | $ | 68 | |||||||
Increases for current year tax positions | 54.3 | 4.3 | 8.5 | ||||||||||
Increases for prior year tax positions | 53 | 6.7 | 11 | ||||||||||
Increases due to acquisitions | 85.9 | 41.9 | — | ||||||||||
Decreases for prior year tax positions | (17.8 | ) | (10.4 | ) | (14.9 | ) | |||||||
Settlements | (42.7 | ) | (9.3 | ) | (1.2 | ) | |||||||
Lapse of applicable statue of limitations | (5.3 | ) | (1.3 | ) | (0.2 | ) | |||||||
Foreign Exchange | 1.7 | 0.6 | — | ||||||||||
Balance at the end of the year | $ | 232.8 | $ | 103.7 | $ | 71.2 | |||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Summary of Movements in Accumulated Other Comprehensive (Loss) | ' | ||||||||||||
The movements in accumulated other comprehensive (loss) were as follows (in millions): | |||||||||||||
Foreign Currency | Unrealized gains/(losses) | Total | |||||||||||
Translation | net of tax | Accumulated | |||||||||||
Items | Other | ||||||||||||
Comprehensive | |||||||||||||
(Loss) Income | |||||||||||||
Balance as of December 31, 2011 | $ | (76.6 | ) | $ | 0.1 | $ | (76.5 | ) | |||||
Other comprehensive (loss)/income before reclassifications into general and administrative | 113.3 | 113.3 | |||||||||||
Amounts reclassified from accumulated other comprehensive (loss) into general and administrative | — | — | |||||||||||
Total other comprehensive (loss)/income | 113.3 | — | 113.3 | ||||||||||
Balance as of December 31, 2012 | $ | 36.7 | $ | 0.1 | $ | 36.8 | |||||||
Other comprehensive (loss)/income before reclassifications into general and administrative | 48.4 | 5.3 | 53.7 | ||||||||||
Amounts reclassified from accumulated other comprehensive (loss) into general and administrative | — | — | — | ||||||||||
Total other comprehensive (loss)/income | 48.4 | 5.3 | 53.7 | ||||||||||
Balance as of December 31, 2013 | $ | 85.1 | $ | 5.4 | $ | 90.5 | |||||||
Segments_Tables
Segments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Schedule of Net Revenues, Operating Expenses Contribution Information by Reportable Segment | ' | ||||||||||||
Segment net revenues, segment operating expenses and segment contribution information for the Company’s Actavis Pharma and Anda Distribution segments consisted of the following for the year ended December 31, 2013 (in millions): | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Actavis | Anda | ||||||||||||
Pharma | Distribution | Total | |||||||||||
Product sales | $ | 7,294.90 | $ | 1,196.90 | $ | 8,491.80 | |||||||
Other revenue | 185.8 | — | 185.8 | ||||||||||
Net revenues | 7,480.70 | 1,196.90 | 8,677.60 | ||||||||||
Operating expenses: | |||||||||||||
Cost of sales(1) | 3,666.20 | 1,024.50 | 4,690.70 | ||||||||||
Selling and marketing | 928.1 | 92.2 | 1,020.30 | ||||||||||
General and administrative | 994.9 | 32.6 | 1,027.50 | ||||||||||
Contribution | $ | 1,891.50 | $ | 47.6 | $ | 1,939.10 | |||||||
Contribution margin | 25.3 | % | 4 | % | 22.3 | % | |||||||
Research and development | 616.9 | ||||||||||||
Amortization | 842.7 | ||||||||||||
Goodwill impairments | 647.5 | ||||||||||||
Loss on assets held for sale | 42.7 | ||||||||||||
Loss on asset sales, impairments and contingent consideration adjustment, net | 212.5 | ||||||||||||
Operating (loss) | $ | (423.2 | ) | ||||||||||
Operating margin | (4.9 | )% | |||||||||||
(1) | Excludes amortization and impairment of acquired intangibles including product rights. | ||||||||||||
Segment net revenues, segment operating expenses and segment contribution information for the Company’s Actavis Pharma and Anda Distribution segments consisted of the following for the year ended December 31, 2012 (in millions): | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Actavis | Anda | ||||||||||||
Pharma | Distribution | Total | |||||||||||
Product sales | $ | 4,796.80 | $ | 986.4 | $ | 5,783.20 | |||||||
Other revenue | 131.7 | — | 131.7 | ||||||||||
Net revenues | 4,928.50 | 986.4 | 5,914.90 | ||||||||||
Operating expenses: | |||||||||||||
Cost of sales(1) | 2,547.70 | 846.6 | 3,394.30 | ||||||||||
Selling and marketing | 472.9 | 73.6 | 546.5 | ||||||||||
General and administrative | 587.4 | 37.9 | 625.3 | ||||||||||
Contribution | $ | 1,320.50 | $ | 28.3 | $ | 1,348.80 | |||||||
Contribution margin | 26.8 | % | 2.9 | % | 22.8 | % | |||||||
Research and development | 402.5 | ||||||||||||
Amortization | 481.1 | ||||||||||||
Loss on asset sales, impairments and contingent consideration adjustment, net | 149.5 | ||||||||||||
Operating income | $ | 315.7 | |||||||||||
Operating margin | 5.3 | % | |||||||||||
(1) | Excludes amortization and impairment of acquired intangibles including product rights. | ||||||||||||
Segment net revenues, segment operating expenses and segment contribution information for the Company’s Actavis Pharma and Anda Distribution segments consisted of the following for the year ended December 31, 2011 (in millions): | |||||||||||||
Year Ended December 31, 2011 | |||||||||||||
Actavis | Anda | ||||||||||||
Pharma | Distribution | Total | |||||||||||
Product sales | $ | 3,685.10 | $ | 776.2 | $ | 4,461.30 | |||||||
Other revenue | 123.1 | — | 123.1 | ||||||||||
Net revenues | 3,808.20 | 776.2 | 4,584.40 | ||||||||||
Operating expenses: | |||||||||||||
Cost of sales(1) | 1,913.80 | 652.7 | 2,566.50 | ||||||||||
Selling and marketing | 340.8 | 61 | 401.8 | ||||||||||
General and administrative | 328 | 25.1 | 353.1 | ||||||||||
Contribution | $ | 1,225.60 | $ | 37.4 | $ | 1,263.00 | |||||||
Contribution margin | 32.2 | % | 4.8 | % | 27.5 | % | |||||||
Research and development | 306.6 | ||||||||||||
Amortization | 354.3 | ||||||||||||
Loss on asset sales, impairments and contingent consideration adjustment, net | 78.7 | ||||||||||||
Operating income | $ | 523.4 | |||||||||||
Operating margin | 11.4 | % | |||||||||||
(1) | Excludes amortization and impairment of acquired intangibles including product rights. | ||||||||||||
Schedule of Net Revenues for Reporting Units in Actavis Pharma Segment | ' | ||||||||||||
The following table presents net revenues for the reporting units in the Actavis Pharma segment for the years ended December 31, 2013, 2012 and 2011 (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
North American Brands: | |||||||||||||
Women’s Health | $ | 292.8 | $ | 61.9 | $ | 32.5 | |||||||
Urology / Gastroenterology | 408.8 | 217.7 | 209 | ||||||||||
Dermatology / Established Brands | 360.9 | 198.6 | 190.6 | ||||||||||
Total North American Brands | 1,062.50 | 478.2 | 432.1 | ||||||||||
North American Generics | 3,915.70 | 3,472.20 | 2,945.60 | ||||||||||
International | 2,502.50 | 978.1 | 430.5 | ||||||||||
Net Revenues | $ | 7,480.70 | $ | 4,928.50 | $ | 3,808.20 | |||||||
Schedule of Net Product Sales by Geographic Areas | ' | ||||||||||||
The Company’s net product sales are represented by the sale of products in the following geographic areas for the years ended December 31, 2013, 2012 and 2011 (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Americas | $ | 6,051.40 | $ | 4,867.30 | $ | 4,089.90 | |||||||
Europe | 2,003.80 | 677.7 | 288.8 | ||||||||||
MEAAP | 436.6 | 238.2 | 82.6 | ||||||||||
$ | 8,491.80 | $ | 5,783.20 | $ | 4,461.30 | ||||||||
Schedule of Net Product Sales by Therapeutic Categories | ' | ||||||||||||
The Company’s net product sales are represented by the sale of products in the following therapeutic categories for the years ended December 31, 2013, 2012 and 2011 (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Central nervous system | $ | 2,465.60 | $ | 1,964.00 | $ | 1,517.40 | |||||||
Cardiovascular | 1,692.60 | 1,298.50 | 977.2 | ||||||||||
Hormones and synthetic substitutes | 1,181.00 | 868.5 | 724.7 | ||||||||||
Anti-infective agents | 469.1 | 267.9 | 197.9 | ||||||||||
Dermatologicals | 375 | 78.7 | 55.3 | ||||||||||
Gastrointestinal | 303.5 | 160 | 95.5 | ||||||||||
Alimentary tract and metabolism | 246.1 | 47.5 | — | ||||||||||
Urology | 161.7 | 174 | 140.5 | ||||||||||
Musculo-skeletal system | 153.5 | — | — | ||||||||||
Women’s healthcare | 120 | — | — | ||||||||||
Other | 1,323.70 | 924.1 | 752.8 | ||||||||||
$ | 8,491.80 | $ | 5,783.20 | $ | 4,461.30 | ||||||||
Business_Restructuring_Charges1
Business Restructuring Charges (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Activity Related to Business Restructuring and Facility Rationalization Activities | ' | ||||||||||||||||||||||||
During the year ended December 31, 2013 activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the Warner Chilcott and Actavis Acquisitions as well as optimization of our operating cost structure through our global supply chain initiative (“GSCI”). Restructuring activities for the year ended December 31, 2013 as follows (in millions): | |||||||||||||||||||||||||
Accrual | Assumed | Charged | Cash | Non-cash | Accrual | ||||||||||||||||||||
Balance at | Liability | to Expense | Payments | Adjustments | Balance at | ||||||||||||||||||||
December 31, | Warner | December 31, | |||||||||||||||||||||||
2012 | Chilcott | 2013 | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||||
Severance and retention | $ | 14.9 | $ | — | $ | 14.5 | $ | (5.4 | ) | $ | 0.9 | $ | 24.9 | ||||||||||||
Product transfer costs | 0.5 | — | 15.5 | (13.1 | ) | (2.5 | ) | 0.4 | |||||||||||||||||
Facility decommission costs | 7.3 | — | 7.2 | (9.2 | ) | — | 5.3 | ||||||||||||||||||
Accelerated depreciation | — | — | 28.1 | — | (28.1 | ) | — | ||||||||||||||||||
22.7 | — | 65.3 | (27.7 | ) | (29.7 | ) | 30.6 | ||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||
R&D | 3.4 | — | 12.8 | (5.2 | ) | (9.6 | ) | 1.4 | |||||||||||||||||
Accelerated depreciation — R & D | — | — | 3.6 | — | (3.6 | ) | — | ||||||||||||||||||
Selling, general and administrative | 39 | 18.1 | 90.2 | (59.7 | ) | (2.9 | ) | 84.7 | |||||||||||||||||
Share-based compensation restructuring related to Warner Chilcott Acquisition | — | — | 45.4 | — | (45.4 | ) | — | ||||||||||||||||||
Accelerated depreciation — SG&A | — | — | 4.3 | — | (4.3 | ) | — | ||||||||||||||||||
$ | 42.4 | $ | 18.1 | $ | 156.3 | $ | (64.9 | ) | $ | (65.8 | ) | $ | 86.1 | ||||||||||||
Total | $ | 65.1 | $ | 18.1 | $ | 221.6 | $ | (92.6 | ) | $ | (95.5 | ) | $ | 116.7 | |||||||||||
During 2012 activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the Actavis Group Acquisition and our GSCI. Restructuring activities involved facilities and operations in Corona, California; Morristown, New Jersey; and Zug, Switzerland. For the year ended December 31, 2012, restructuring activities were as follows (in millions): | |||||||||||||||||||||||||
Accrual | Assumed | Charged | Cash | Non-cash | Accrual | ||||||||||||||||||||
Balance at | Liability | to Expense | Payments | Adjustments | Balance at | ||||||||||||||||||||
December 31, | Actavis | December 31, | |||||||||||||||||||||||
2011 | Group | 2012 | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||||
Severance and retention | $ | 7.9 | $ | 1 | $ | 7.9 | $ | (0.6 | ) | $ | (1.3 | ) | $ | 14.9 | |||||||||||
Product transfer costs | 0.3 | — | 4.7 | (4.5 | ) | — | 0.5 | ||||||||||||||||||
Facility decommission costs | 1.2 | 6.2 | 0.8 | (0.7 | ) | (0.2 | ) | 7.3 | |||||||||||||||||
Accelerated depreciation | — | — | 0.3 | — | (0.3 | ) | — | ||||||||||||||||||
9.4 | 7.2 | 13.7 | (5.8 | ) | (1.8 | ) | 22.7 | ||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||
Research and development | 3.8 | 1.4 | 1.1 | (2.9 | ) | — | 3.4 | ||||||||||||||||||
Accelerated — R & D | — | — | 0.2 | — | (0.2 | ) | — | ||||||||||||||||||
Selling, general and administrative | 0.9 | 12 | 32.3 | (6.5 | ) | 0.3 | 39 | ||||||||||||||||||
$ | 4.7 | $ | 13.4 | $ | 33.6 | $ | (9.4 | ) | $ | 0.1 | $ | 42.4 | |||||||||||||
Total | $ | 14.1 | $ | 20.6 | $ | 47.3 | $ | (15.2 | ) | $ | (1.7 | ) | $ | 65.1 | |||||||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||
Schedule of Foreign Currency Forward Contracts to Buy Euros and US Dollars and Sell New Zealand Dollars | ' | ||||||||
The foreign currency forward contracts to buy Euros and US dollars and sell New Zealand dollars at December 31, 2013 were as follows: | |||||||||
Notional Amount | |||||||||
Foreign Currency | Buy | Sell | |||||||
New Zealand Dollar | € | — | € | 0.3 | |||||
€ | — | € | 0.3 | ||||||
Notional Amount | |||||||||
Foreign Currency | Buy | Sell | |||||||
New Zealand Dollar | $ | — | $ | 1.1 | |||||
$ | — | $ | 1.1 | ||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||
Assets and liabilities measured at fair value or disclosed at fair value on a recurring basis as of December 31, 2013 and 2012 consisted of the following (in millions): | |||||||||||||||||||||||||
Fair Value Measurements as at | |||||||||||||||||||||||||
December 31, 2013 Using: | |||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Marketable securities | $ | 2.5 | $ | 2.5 | $ | — | $ | — | |||||||||||||||||
Foreign exchange forward contracts | 0.3 | — | 0.3 | — | |||||||||||||||||||||
Total assets | 2.8 | 2.5 | 0.3 | — | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration | 214.7 | 6.9 | — | 207.8 | |||||||||||||||||||||
Total liabilities | $ | 214.7 | $ | 6.9 | $ | — | $ | 207.8 | |||||||||||||||||
Fair Value Measurements as at | |||||||||||||||||||||||||
December 31, 2012 Using: | |||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Marketable securities | $ | 9 | $ | 9 | $ | — | $ | — | |||||||||||||||||
Total assets | 9 | 9 | — | — | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration | 363.1 | — | — | 363.1 | |||||||||||||||||||||
Total liabilities | $ | 363.1 | $ | — | $ | — | $ | 363.1 | |||||||||||||||||
Summary of Changes in Fair Value of all Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs | ' | ||||||||||||||||||||||||
The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2013 and 2012 (in millions): | |||||||||||||||||||||||||
Balance at | Net transfers | Purchases and | Net accretion and | Foreign | Balance at | ||||||||||||||||||||
December 31, | in to (out of) | settlements, net | fair value | currency | December 31, | ||||||||||||||||||||
2012 | Level 3 | adjustments | translation | 2013 | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration obligations | $ | 363.1 | $ | (342.7 | ) | $ | 176.9 | $ | 9.7 | $ | 0.8 | $ | 207.8 | ||||||||||||
Balance at | Net transfers | Purchases and | Net accretion and | Foreign | Balance at | ||||||||||||||||||||
December 31, | in to (out of) | settlements, net | fair value | currency | December 31, | ||||||||||||||||||||
2011 | Level 3 | adjustments | translation | 2012 | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Contingent consideration obligations | $ | 181.6 | $ | — | $ | 197.3 | $ | (21.3 | ) | $ | 5.5 | $ | 363.1 |
Compensation_Tables
Compensation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Schedule of Compensation Charges | ' | ||||||||
The following table represents compensation costs for the years ended December 31, 2013 and 2012: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Wages and salaries | $ | 887.2 | $ | 553.1 | |||||
Stock-based compensation | 133.6 | 48.8 | |||||||
Pensions | 53.9 | 25.8 | |||||||
Social welfare | 62.4 | 29.4 | |||||||
Other benefits | 287.7 | 168.2 | |||||||
Total | 1,424.80 | 825.3 | |||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of operating segments | 2 |
Formation_of_the_Company_Addit
Formation of the Company - Additional Information (Detail) | 12 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 31, 2012 | Oct. 31, 2012 |
Warner Chilcott and Actavis Inc. [Member] | Actavis Group [Member] | Watson Pharmaceuticals, Inc. [Member] | Watson Pharmaceuticals, Inc. [Member] | ||
USD ($) | Ratio | USD ($) | EUR (€) | ||
Ratio | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Date of incorporation as a private limited company | 16-May-13 | ' | ' | ' | ' |
Effective date of re-registration as a public limited company | 18-Sep-13 | ' | ' | ' | ' |
Agreement date of the transaction | 19-May-13 | ' | ' | ' | ' |
Ordinary share, conversion ratio | ' | 0.16 | 1 | ' | ' |
Equity consideration | ' | $5,833.90 | ' | ' | ' |
Business acquisition, purchase price | ' | ' | ' | $5,469.80 | € 4,219.70 |
Contingent consideration | ' | ' | ' | 5.5 | 5.5 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 28, 2013 |
Customer | Customer | Customer | ||
Segment | ||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Number of operating segments before realignment | 3 | ' | ' | ' |
Number of operating segments | 2 | ' | ' | ' |
Maximum percentage of ownership for equity method accounting | 50.00% | ' | ' | ' |
Ownership percentage in cost method investments | 'Less than 20% | ' | ' | ' |
Gains or losses on marketable securities | $0 | ' | ' | ' |
Deduction in accounts receivables within SRA | 1,254.80 | 814.3 | ' | ' |
Increase in accounts receivables SRA balances | 440.5 | ' | ' | ' |
Current liabilities within SRA | 719 | 634.4 | ' | ' |
Increase in current liabilities within SRA balances | 84.6 | ' | ' | ' |
Decrease in provision for chargebacks as a percentage of gross product sales | 16.40% | 16.10% | 17.90% | ' |
Increase in provision for rebates | 16.40% | 15.70% | 15.20% | ' |
Shipping and handling costs included in selling and marketing expenses | 153 | 102.3 | 72.9 | ' |
Percentage of other individual customers in relation to net revenues | 10.00% | 10.00% | 10.00% | ' |
Number of largest customers as a percentage of net revenues | 2 | 2 | 2 | ' |
Percentage of gross accounts receivable due from the Company's four largest customers | 55.00% | 53.00% | ' | ' |
Number of largest customers | 4 | 4 | ' | ' |
Percentage of Actavis Pharma segment product sales from third-party manufactured products | 29.00% | 55.00% | 49.00% | ' |
Research and Development expenses incurred under collaborative agreements | 100.6 | 74.2 | 21.5 | ' |
Issuance of shares associated with Actavis Group contingent earn-out | ' | 3.85 | ' | 1.65 |
Stock awards outstanding, but not included in the computation of diluted EPS | 2.1 | 0 | 0.1 | ' |
Maximum percentage of actuarial gain or loss in excess of greater of projected benefit obligation or market related value of plan assets | 10.00% | ' | ' | ' |
Increase in share based compensation due to modification | 38.3 | ' | ' | ' |
Employer payroll taxes | 3 | ' | ' | ' |
Warner Chilcott [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Acquisition impact | $387.90 | ' | ' | ' |
Customer Concentration Risk [Member] | Customer One [Member] | Revenues [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Individual customer percentage forming a portion of net revenues | 11.00% | ' | ' | ' |
Customer Concentration Risk [Member] | Customer Two [Member] | Revenues [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Individual customer percentage forming a portion of net revenues | ' | 16.00% | 14.00% | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Minimum [Member] | Computer Software / Hardware (Including Internally Developed) [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Minimum [Member] | Machinery and Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Minimum [Member] | Research and Laboratory Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Minimum [Member] | Furniture & Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Minimum [Member] | Buildings, Improvements, Leasehold Improvements and Other [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '4 years |
Minimum [Member] | Transportation [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Maximum [Member] | Computer Software / Hardware (Including Internally Developed) [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '10 years |
Maximum [Member] | Machinery and Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '15 years |
Maximum [Member] | Research and Laboratory Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '10 years |
Maximum [Member] | Furniture & Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '10 years |
Maximum [Member] | Buildings, Improvements, Leasehold Improvements and Other [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '50 years |
Maximum [Member] | Transportation [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '20 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Provisions for Sales Returns and Allowances (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | $1,448.70 | $806.80 | $427 |
Less: Assets held for sale | -159.5 | ' | ' |
Provision related to sales | 5,784.90 | 3,647.50 | 2,848.40 |
Credits and payments | -5,457.20 | -3,640.40 | -2,468.60 |
Balance at end of period | 1,973.80 | 1,448.70 | 806.8 |
Actavis Group [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | ' | 634.8 | ' |
Less: Actavis Acquisition adjustment | -31 | ' | ' |
Warner Chilcott [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | 387.9 | ' | ' |
Chargebacks [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | 211.5 | 160.9 | 100.8 |
Provision related to sales | 2,340 | 1,522.40 | 1,308.10 |
Credits and payments | -2,310.70 | -1,566.10 | -1,248 |
Balance at end of period | 246.4 | 211.5 | 160.9 |
Chargebacks [Member] | Actavis Group [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | ' | 94.3 | ' |
Chargebacks [Member] | Warner Chilcott [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | 5.6 | ' | ' |
Rebates [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | 850.8 | 489 | 219.9 |
Less: Assets held for sale | -155.2 | ' | ' |
Provision related to sales | 2,339.10 | 1,484.40 | 1,113.20 |
Credits and payments | -2,197.40 | -1,482 | -844.1 |
Balance at end of period | 1,061.80 | 850.8 | 489 |
Rebates [Member] | Actavis Group [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | ' | 359.4 | ' |
Less: Actavis Acquisition adjustment | -31 | ' | ' |
Rebates [Member] | Warner Chilcott [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | 255.5 | ' | ' |
Returns and Other Allowances [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | 349.5 | 122 | 89.3 |
Less: Assets held for sale | -3.3 | ' | ' |
Provision related to sales | 904.1 | 485.5 | 306.6 |
Credits and payments | -753.7 | -429.4 | -273.9 |
Balance at end of period | 617.9 | 349.5 | 122 |
Returns and Other Allowances [Member] | Actavis Group [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | ' | 171.4 | ' |
Returns and Other Allowances [Member] | Warner Chilcott [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | 121.3 | ' | ' |
Cash Discounts [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at beginning of period | 36.9 | 34.9 | 17 |
Less: Assets held for sale | -1 | ' | ' |
Provision related to sales | 201.7 | 155.2 | 120.5 |
Credits and payments | -195.4 | -162.9 | -102.6 |
Balance at end of period | 47.7 | 36.9 | 34.9 |
Cash Discounts [Member] | Actavis Group [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | ' | 9.7 | ' |
Cash Discounts [Member] | Warner Chilcott [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Add: Acquisition | $5.50 | ' | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Summary of Activity in Gross-to-Net Revenue (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Valuation And Qualifying Accounts [Abstract] | ' | ' | ' |
Gross Product Sales | $14,276.70 | $9,430.70 | $7,309.70 |
Chargebacks | 2,340 | 1,522.40 | 1,308.10 |
Rebates | 2,339.10 | 1,484.40 | 1,113.20 |
Returns and Other Allowances | 904.1 | 485.5 | 306.6 |
Cash Discounts | 201.7 | 155.2 | 120.5 |
Net product sales | $8,491.80 | $5,783.20 | $4,461.30 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Earnings Per Share (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
EPS - basic | ' | ' | ' |
Net (loss) / income attributable to common shareholders | ($750.40) | $97.30 | $260.90 |
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 |
EPS - basic | ($5.27) | $0.77 | $2.10 |
EPS - diluted | ' | ' | ' |
Net (loss) / income attributable to common shareholders | ($750.40) | $97.30 | $260.90 |
Basic weighted average ordinary shares outstanding | 142.3 | 125.8 | 124.5 |
Effect of dilutive securities: | ' | ' | ' |
Dilutive stock awards | ' | 2.6 | 2 |
Diluted weighted average ordinary shares outstanding | 142.3 | 128.4 | 126.5 |
EPS - diluted | ($5.27) | $0.76 | $2.06 |
Acquisitions_and_Other_Agreeme2
Acquisitions and Other Agreements - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||
Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 11, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Uteron Pharma, SA [Member] | Uteron Pharma, SA [Member] | Uteron Pharma, SA [Member] | Medicines 360 [Member] | Medicines 360 [Member] | Medicines 360 [Member] | Medicines 360 [Member] | Medicines 360 [Member] | |||||
Product | General and Administrative [Member] | Unvested Equity-Based Awards [Member] | IPR&D [Member] | Product Rights Intangible Assets [Member] | Product Rights Intangible Assets [Member] | Share-Based Compensation Expenses [Member] | Acquisition-Related Expenses [Member] | Minimum [Member] | Maximum [Member] | IPR&D [Member] | IPR&D [Member] | Prepaid R&D [Member] | |||||||||||||
IPR&D [Member] | IPR&D [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition date | ' | ' | ' | ' | ' | 1-Oct-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23-Jan-13 | ' | ' | ' | ' | ' | ' |
Fair value including assumption of debt | ' | ' | ' | ' | $9,200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | 5,833,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of equity shares outstanding | ' | ' | ' | ' | 5,761,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion of equity awards deemed to have been earned | ' | ' | ' | ' | 72,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion of equity awards deemed not to have been earned | ' | ' | ' | ' | 77,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | ' | 221,600,000 | 47,300,000 | 16,100,000 | ' | 45,400,000 | ' | ' | 124,700,000 | ' | ' | ' | ' | 45,400,000 | 45,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Step-up in the value of inventories | ' | ' | ' | ' | ' | 408,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of inventory step-up to cost of sales | ' | ' | ' | ' | ' | 173,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated weighted average useful life of intangible assets acquired | ' | '10 years 9 months 18 days | ' | ' | '2 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate to arrive present value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | 8.00% | 9.00% | ' | ' | 22.00% | ' | ' | ' | ' | ' |
Number of products divested | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration received on sale of divested products | 10,000,000 | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales of divested products | ' | ' | ' | ' | ' | 2,500,000 | 4,600,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General and administrative expenses | ' | 38,300,000 | ' | ' | ' | ' | ' | ' | ' | 41,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142,000,000 | ' | ' | 52,300,000 | ' | ' | ' | ' |
Potential milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155,000,000 | ' | ' | 125,000,000 | ' | ' | ' | ' |
Acquisition of intangible assets including IPR&D | ' | ' | ' | ' | 4,729,000,000 | ' | ' | ' | ' | ' | 1,708,000,000 | ' | 3,021,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191,700,000 | 191,700,000 | ' |
Acquisition of assets, prepaid R&D | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,700,000 |
Contingent consideration liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,400,000 | 43,400,000 | ' | ' | 146,100,000 | ' | ' | ' |
Assumption of debt and other liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,700,000 | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_and_Other_Agreeme3
Acquisitions and Other Agreements - Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date (Detail) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 23, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | 25-May-11 | Jan. 31, 2012 | Jan. 24, 2012 | Jan. 24, 2012 |
In Millions, unless otherwise specified | USD ($) | USD ($) | Uteron Pharma, SA [Member] | Uteron Pharma, SA [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Specifar [Member] | Ascent [Member] | Ascent [Member] | Ascent [Member] |
USD ($) | USD ($) | USD ($) | IPR&D [Member] | Marketed Products [Member] | USD ($) | IPR&D [Member] | Marketed Products [Member] | Intangible Assets Other than IPR&D [Member] | USD ($) | USD ($) | USD ($) | AUD | |||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | $179.50 | ' | ' | $110.50 | ' | ' | ' | $0.60 | ' | $9.10 | ' |
Accounts receivable | ' | ' | ' | 1.6 | 306.1 | ' | ' | 527.9 | ' | ' | ' | 20.6 | ' | 29.7 | ' |
Inventories | ' | ' | ' | ' | 532.5 | ' | ' | 680.1 | ' | ' | ' | 27.1 | ' | 27.2 | ' |
Other current assets | ' | ' | ' | 1.2 | 83.4 | ' | ' | 274.7 | ' | ' | ' | 9.3 | ' | 3.3 | ' |
Property, plant & equipment | ' | ' | ' | 5.7 | 220 | ' | ' | 763 | ' | ' | ' | 65.1 | ' | 4.4 | ' |
Other long-term assets | ' | ' | ' | 0.5 | 1.2 | ' | ' | 16.9 | ' | ' | ' | ' | ' | ' | ' |
IPR&D intangible assets | ' | ' | ' | 250 | ' | 1,708 | ' | ' | 272.9 | ' | ' | 164.3 | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | 4,729 | 1,708 | 3,021 | 2,540.90 | 272.9 | 1,697.60 | 2,268 | 265.1 | 192.6 | 192.6 | ' |
Goodwill | 8,197.60 | 4,854.20 | ' | 26.4 | 3,992.90 | ' | ' | 2,868.80 | ' | ' | ' | 195.1 | ' | 214.3 | ' |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.6 | ' | ' | ' |
Current liabilities | ' | ' | ' | -8 | -670.1 | ' | ' | -1,365.50 | ' | ' | ' | -28.4 | ' | -35.7 | ' |
Long-term deferred tax and other tax liabilities | ' | ' | ' | -82.5 | ' | ' | ' | -735.5 | ' | ' | ' | -94.6 | ' | -51.8 | ' |
Deferred tax liabilities, net | ' | ' | ' | ' | -40.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | -43.4 | -43.4 | ' | ' | ' | ' | ' | ' | ' | -35.5 | ' | ' | ' |
Long-term debt | ' | ' | ' | -5.2 | ' | ' | ' | -14.1 | ' | ' | ' | -27.9 | ' | -0.1 | ' |
Other long-term liabilities | ' | ' | ' | -4.3 | -99.6 | ' | ' | -176 | ' | ' | ' | -42.4 | ' | -0.4 | ' |
Noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | -21.9 | ' | ' | ' | ' | ' | ' | ' |
Outstanding indebtedness | ' | ' | ' | ' | -3,400.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | $142 | $5,833.90 | ' | ' | $5,469.80 | ' | ' | ' | $559.50 | ' | $392.60 | 376.6 |
Acquisitions_and_Other_Agreeme4
Acquisitions and Other Agreements - Summary of Amounts Recognized and Weighted Average Useful Lives of Intangible Assets (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 |
Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | ||
Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | Other [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | Marketed Products [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | Other [Member] | Trademarks [Member] | Customer Relationships [Member] | Technology Rights [Member] | ||||
Oral Contraceptive Segment [Member] | Mesalamine Franchise [Member] | Estrace Cream [Member] | Risedronate Franchise [Member] | Doryx [Member] | Enablex [Member] | Other CMP Products [Member] | Oral Contraceptive Segment [Member] | Mesalamine Franchise [Member] | Estradiol [Member] | Urology Segment [Member] | Top 6 Global CMP [Member] | Americas [Member] | Western Europe, Excluding U.K. [Member] | U.K. [Member] | Central Eastern Europe Excluding Russia [Member] | Russia [Member] | Europe [Member] | MEAAP Excluding Indonesia [Member] | Indonesia [Member] | MEAAP [Member] | Americas [Member] | Western Europe, Excluding U.K. [Member] | Central Eastern Europe Excluding Russia [Member] | Europe [Member] | |||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts Recognized as of Acquisition Date | ' | $4,729 | $3,021 | $1,181 | $589 | $397 | $311 | $237 | $107 | $199 | $1,708 | $321 | $809 | $278 | $165 | $135 | $2,540.90 | $1,697.60 | $570.30 | $505.10 | $116.70 | $103.70 | $194.40 | $25.90 | $440.70 | $155.60 | $25.90 | $181.50 | $272.90 | $246.90 | $13 | $13 | $26 | $570.40 | $427.80 | $103.70 | $38.90 |
Weighted average useful lives | '10 years 9 months 18 days | '2 years 8 months 12 days | '2 years 8 months 12 days | '3 years 2 months 12 days | '1 year 9 months 18 days | '2 years 1 month 6 days | '3 years 7 months 6 days | '2 years 4 months 24 days | '2 years 1 month 6 days | '3 years 10 months 24 days | ' | ' | ' | ' | ' | ' | '21 years 8 months 12 days | '7 years 2 months 12 days | '6 years 6 months | '7 years | '7 years | '6 years 10 months 24 days | '9 years | '9 years | '8 years | '8 years | '8 years | '8 years | ' | ' | ' | ' | ' | '21 years 8 months 12 days | '23 years 10 months 24 days | '15 years | '15 years |
Acquisitions_and_Other_Agreeme5
Acquisitions and Other Agreements - Unaudited Pro Forma Results of Operations (Detail) (USD $) | 12 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Warner Chilcott [Member] | Warner Chilcott [Member] | Actavis Group [Member] | Actavis Group [Member] | |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Net revenues | $10,468.20 | $10,555.30 | $8,082.70 | $7,090.70 |
Net income / (loss) attributable to common shareholders | ($244.20) | ($445.40) | $111.60 | ($429.40) |
Basic | ($1.72) | ($2.68) | $0.86 | ($3.35) |
Diluted | ($1.72) | ($2.68) | $0.85 | ($3.35) |
Acquisitions_and_Other_Agreeme6
Acquisitions and Other Agreements - Additional Information 1 (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Mar. 28, 2013 | Oct. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Product | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated weighted average useful life of intangible assets acquired | ' | ' | ' | ' | '10 years 9 months 18 days | ' | ' |
Gain on sale of divested products | ' | ' | ' | ' | ' | $24 | ' |
Acquisition costs | ' | ' | ' | ' | ' | ' | 6.5 |
Actavis Group [Member] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Business acquisition date | ' | ' | ' | ' | 31-Oct-12 | ' | ' |
Step-up in the value of inventories | ' | ' | ' | ' | 137.3 | ' | ' |
Amortization of inventory step-up to cost of sales | ' | ' | ' | ' | 93.5 | 44.1 | ' |
Estimated weighted average useful life of intangible assets acquired | ' | '21 years 8 months 12 days | ' | ' | ' | ' | ' |
Weighted average number of shares, contingently issuable | 1,650,000 | ' | ' | ' | ' | 3,850,000 | ' |
Contingent consideration expense | ' | ' | 150.3 | ' | ' | ' | ' |
Number of products divested | ' | 22 | ' | ' | ' | ' | ' |
Gain on sale of divested products | ' | ' | ' | 24 | ' | ' | ' |
Net sales of divested products | ' | ' | ' | ' | ' | 60.8 | 90.2 |
Measurement period adjustment | ' | ' | ' | ' | 31 | ' | ' |
Acquisition costs | ' | ' | ' | ' | 26.8 | 73.5 | ' |
Actavis Group [Member] | Minimum [Member] | Product Rights Intangible Assets [Member] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Discount rate to arrive present value | ' | ' | ' | ' | 8.80% | ' | ' |
Actavis Group [Member] | Maximum [Member] | Revenues [Member] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Product percentage forming a portion of net revenues | ' | ' | ' | ' | ' | 0.00% | 0.00% |
Actavis Group [Member] | Maximum [Member] | Product Rights Intangible Assets [Member] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Discount rate to arrive present value | ' | ' | ' | ' | 11.50% | ' | ' |
Watson Pharmaceuticals, Inc. [Member] | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Net sales of divested products | ' | ' | ' | ' | ' | $18.50 | $7.30 |
Acquisitions_and_Other_Agreeme7
Acquisitions and Other Agreements - Additional Information 2 (Detail) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jan. 24, 2012 | Jan. 24, 2012 | Dec. 31, 2012 | Jan. 24, 2012 | Jan. 24, 2012 | 25-May-11 | 25-May-11 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 25-May-11 | Dec. 31, 2012 | Dec. 31, 2012 |
USD ($) | USD ($) | USD ($) | Ascent [Member] | Ascent [Member] | Ascent [Member] | Ascent [Member] | Ascent [Member] | Ascent [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | |
USD ($) | AUD | General and Administrative [Member] | Minimum [Member] | Maximum [Member] | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | Paomar P L C [Member] | Esomeprazole Product Rights [Member] | IPR&D [Member] | |||||
USD ($) | USD ($) | USD ($) | ||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition date | ' | ' | ' | 24-Jan-12 | ' | ' | ' | ' | ' | ' | ' | ' | 25-May-11 | ' | ' | ' | ' | ' |
Business acquisition, purchase price, including working capital adjustments | ' | ' | ' | ' | $392.60 | 376.6 | ' | ' | ' | $559.50 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated weighted average useful life | '10 years 9 months 18 days | ' | ' | '9 years | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' |
Discount rate used to present value product right intangible assets | ' | ' | ' | ' | ' | ' | ' | 7.50% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-Related Expenses | ' | ' | 6.5 | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 561.7 | 400 | ' | ' | ' | ' | ' | ' | ' |
Working capital adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.2 | 1.5 | ' | ' | ' | ' | ' | ' | ' |
Percentage of shares held in subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | 100.00% | ' | ' |
Contingent consideration obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40 | ' | ' | ' | ' | ' | ' | ' |
Payment of long-term debt assumed in acquisition | 3,229.50 | 679.7 | 428.8 | ' | ' | ' | ' | ' | ' | ' | ' | 28.8 | ' | ' | ' | ' | ' | ' |
Impairment loss related to a manufacturing facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.3 | ' | ' | ' | ' |
Step-up in the value of inventories | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' |
Discount rate used to present value of IPR&D projects | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17.00% | 17.00% | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.9 | 117.8 | ' | ' | 16.8 | 101 |
Fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.5 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27.50 | ' | ' | ' | ' |
Acquisitions_and_Other_Agreeme8
Acquisitions and Other Agreements - Additional Information 3 (Detail) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 29, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 1-May-13 | Oct. 22, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 19, 2011 | Dec. 31, 2013 |
USD ($) | USD ($) | USD ($) | Sales Revenue, Product Line [Member] | Actavis (Foshan) Pharmaceuticals Co., Ltd. [Member] | Western European [Member] | Rugby Group, Inc. [Member] | Rugby Group, Inc. [Member] | Sanofi Aventis [Member] | Palau Pharma [Member] | Palau Pharma [Member] | Valeant Pharmaceuticals International, Inc. [Member] | Moksha8 Pharmaceuticals, Inc. [Member] | Moksha8 Pharmaceuticals, Inc. [Member] | Moksha8 Pharmaceuticals, Inc. [Member] | Other [Member] | Other [Member] | Other [Member] | Amgen, Inc. [Member] | Amgen, Inc. [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | Collaborative Arrangement [Member] | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | ||||||
USD ($) | Brand | USD ($) | USD ($) | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment on net asset held for sale | $42.70 | ' | ' | ' | $8.40 | $34.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, Date of acquisition agreement | 19-May-13 | ' | ' | ' | 24-Jan-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment by wholly-owned subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | 125 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible asset acquired | ' | ' | ' | ' | ' | ' | ' | ' | 125 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid to acquire product development right | 616.9 | 402.5 | 306.6 | ' | ' | ' | ' | ' | ' | 13.4 | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid to acquire product rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57 | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of assets | ' | ' | ' | ' | ' | ' | 116.6 | ' | ' | ' | ' | ' | 46.6 | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of assets | ' | 28.8 | 0.8 | ' | ' | ' | ' | 88.7 | ' | ' | ' | ' | 28.8 | ' | 28.8 | ' | ' | ' | ' | ' |
New branded generic products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' |
Loss on termination | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' |
Percentage of revenues | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty payable as a percentage of sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | 50.00% | 55.00% | ' | ' |
Co-development costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | ' |
Commitments outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $312.40 |
Acquisitions_and_Other_Agreeme9
Acquisitions and Other Agreements - Net Assets Held for Sale (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Business Combinations [Abstract] | ' |
Cash and cash equivalents | $37 |
Accounts receivable, net | 94.2 |
Inventories, net | 122.9 |
Prepaid expenses and other current assets | 59.6 |
Impairment on the assets held for sale | -42.7 |
Total assets held for sale | 271 |
Accounts payable and accrued expenses | 246.6 |
Total liabilities held for sale | 246.6 |
Net assets held for sale | $24.40 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common shares reserved for issuance of share-based compensation awards | 10,200,000 | ' | ' |
Stock option expiration period | '10 years | ' | ' |
Stock options issued | 225,000 | ' | ' |
Aggregate fair value of stock options issued | $4.90 | ' | ' |
Options grants during the period | ' | 0 | 0 |
Restricted stock awards restrictions eliminated period | 'After one year | ' | ' |
Options grant date fair value | $21.63 | ' | ' |
Recognized share-based compensation expense | 133.6 | 48.8 | 39.8 |
Non-equity settled awards | 1.5 | 0.7 | ' |
Tax benefits from share-based compensation | 44.4 | 17.7 | 14.4 |
Unrecognized future stock-based compensation expense | 75.3 | ' | ' |
Remaining weighted average period (years) | '1 year 10 months 24 days | ' | ' |
Warner Chilcott [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common shares reserved for issuance of share-based compensation awards | 1,300,000 | ' | ' |
Recognized share-based compensation expense | $45.40 | ' | ' |
Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option exercisable period | '4 years | ' | ' |
Minimum [Member] | Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option exercisable period | '3 years | ' | ' |
Minimum [Member] | Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option exercisable period | '1 year | ' | ' |
Maximum [Member] | Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option exercisable period | '5 years | ' | ' |
Maximum [Member] | Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock option exercisable period | '4 years | ' | ' |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Equity Award Activity for Unvested Restricted Stock and Stock Units (Detail) (Restricted Stock [Member], USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Restricted shares outstanding, beginning balance | 2.6 |
Shares, Assumed in the Warner Chilcott Acquisition | 0.4 |
Shares, Granted | 0.9 |
Shares, Vested | -1.8 |
Shares, Cancelled | -0.2 |
Restricted shares outstanding, Ending balance | 1.9 |
Weighted Average Grant Date Fair Value, outstanding, beginning balance | $52.88 |
Weighted Average Grant Date Fair Value, Assumed in the Warner Chilcott Acquisition | $144 |
Weighted Average Grant Date Fair Value, Granted | $84.48 |
Weighted Average Grant Date Fair Value, Vested | ($58.71) |
Weighted Average Grant Date Fair Value, Cancelled | ($66.06) |
Weighted Average Grant Date Fair Value, outstanding, Ending balance | $80.12 |
Weighted Average Remaining Contractual Term (Years), outstanding | '1 year 4 months 24 days |
Aggregate Grant Date Fair Value, Outstanding, beginning balance | $137.50 |
Aggregate Grant Date Fair Value, Assumed in the Warner Chilcott Acquisition | 57.6 |
Aggregate Grant Date Fair Value, Granted | 76 |
Aggregate Grant Date Fair Value, Vested | -105.7 |
Aggregate Grant Date Fair Value, Cancelled | -13.2 |
Aggregate Grant Date Fair Value, Outstanding, ending balance | $152.20 |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Equity Award Activity for Non-Qualified Options to Purchase Ordinary Shares (Detail) (USD $) | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options, Granted | 225,000 |
Aggregate Intrinsic Value, Outstanding | $54.50 |
Aggregate Intrinsic Value, Vested and expected to vest | $52.50 |
Non-qualified Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options, Outstanding, Beginning Balance | 1,100,000 |
Options, Assumed in the Warner Chilcott Acquisition | 200,000 |
Options, Granted | 200,000 |
Options, Exercised | -1,000,000 |
Options, Cancelled | -100,000 |
Options, Outstanding, Ending Balance | 400,000 |
Options, Vested and expected to vest | 400,000 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $31.50 |
Weighted Average Exercise Price, Assumed in the Warner Chilcott Acquisition | $63.11 |
Weighted Average Exercise Price, Granted | $86.86 |
Weighted Average Exercise Price, Exercised | $44.78 |
Weighted Average Exercise Price, Cancelled | $39.72 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $43.50 |
Weighted Average Exercise Price, Vested and expected to vest | $40.35 |
Weighted Average Remaining Contractual Term (Years), Outstanding | '3 years 4 months 24 days |
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest | '3 years 1 month 6 days |
Pension_and_Other_Postretireme2
Pension and Other Postretirement Benefit Plans - Summary of Net Periodic Benefit Cost of Defined Benefit Plans (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | ' | ' |
Service cost | $7 | ' |
Interest cost | 6 | 0.6 |
Other investments | -1.3 | ' |
Expected return on plan assets | -4.8 | ' |
Settlement loss | 0.2 | ' |
Net periodic benefit cost | $7.10 | ' |
Pension_and_Other_Postretireme3
Pension and Other Postretirement Benefit Plans - Schedule of Benefit Obligation and Asset Data for Defined Benefit Plans (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Change in Plan Assets | ' | ' |
Fair value of plan assets at beginning of year | $67.20 | $66.50 |
Fair value of plan assets assumed in the Warner Chilcott Acquisition | 79.1 | ' |
Other acquisition related activity | 18.2 | ' |
Reclassification to assets held for sale | -4.9 | ' |
Other contributions | 1.9 | ' |
Actuarial gain | 4.5 | ' |
Employer contribution | 8.4 | ' |
Return on plan assets | 7.1 | 0.5 |
Benefits paid | -4.4 | -0.2 |
Effects of exchange rate changes | 2.2 | 0.4 |
Fair value of plan assets at end of year | 179.3 | 67.2 |
Change in Benefit Obligation | ' | ' |
Benefit obligation at beginning of year | 90.9 | 89.9 |
Benefit obligation assumed in the Warner Chilcott Acquisition | 97.5 | ' |
Reclassification to assets held for sale | -10.4 | ' |
Other acquisition related activity | 40.6 | ' |
Contributions | 2 | ' |
Service cost | 7 | ' |
Interest cost | 6 | 0.6 |
Actuarial (gain) | -1.1 | ' |
Benefit paid | -5.5 | -0.2 |
Effects of exchange rate changes | 4.2 | 0.6 |
Benefit obligation at end of year | 231.2 | 90.9 |
Funded status at end of year | ($51.90) | ($23.70) |
Pension_and_Other_Postretireme4
Pension and Other Postretirement Benefit Plans - Schedule of Funded Status Amount Recognized in Consolidated Balance Sheet (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Pension And Other Postretirement Defined Benefit Plans Noncurrent Liabilities [Abstract] | ' | ' |
Current liabilities | ($0.10) | ($3.50) |
Noncurrent liabilities | -51.8 | -20.2 |
Amount recognized in balance sheet | ($51.90) | ($23.70) |
Pension_and_Other_Postretireme5
Pension and Other Postretirement Benefit Plans - Schedule of Fair Values of Pension Plan Assets by Asset Category (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | $179.30 | $67.20 | $66.50 |
Investment Funds [Member] | U.S. Large Cap Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | 5.4 | ' |
Investment Funds [Member] | Non-U.S. Developed Markets Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 70.3 | 28.2 | ' |
Investment Funds [Member] | Corporate Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | 27.8 | ' |
Investment Funds [Member] | Fixed Income Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 83.6 | ' | ' |
Other Investment [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 25.4 | 5.8 | ' |
Level 1 [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 153.9 | 67.2 | ' |
Level 1 [Member] | Investment Funds [Member] | U.S. Large Cap Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | 5.4 | ' |
Level 1 [Member] | Investment Funds [Member] | Non-U.S. Developed Markets Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 70.3 | 28.2 | ' |
Level 1 [Member] | Investment Funds [Member] | Corporate Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | 27.8 | ' |
Level 1 [Member] | Investment Funds [Member] | Fixed Income Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 83.6 | ' | ' |
Level 1 [Member] | Other Investment [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | 5.8 | ' |
Level 2 [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 25.4 | ' | ' |
Level 2 [Member] | Investment Funds [Member] | U.S. Large Cap Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 2 [Member] | Investment Funds [Member] | Non-U.S. Developed Markets Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 2 [Member] | Investment Funds [Member] | Corporate Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 2 [Member] | Investment Funds [Member] | Fixed Income Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 2 [Member] | Other Investment [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | 25.4 | ' | ' |
Level 3 [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 3 [Member] | Investment Funds [Member] | U.S. Large Cap Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 3 [Member] | Investment Funds [Member] | Non-U.S. Developed Markets Equities [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 3 [Member] | Investment Funds [Member] | Corporate Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 3 [Member] | Investment Funds [Member] | Fixed Income Obligations [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Level 3 [Member] | Other Investment [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of pension plan assets | ' | ' | ' |
Pension_and_Other_Postretireme6
Pension and Other Postretirement Benefit Plans - Schedule of Allocated Target Investment Portfolio of Pension Plan (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Bonds [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Actual Asset Allocations | 47.00% | 40.00% |
Equity Securities [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Actual Asset Allocations | 39.00% | 50.00% |
Other [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Actual Asset Allocations | 14.00% | 10.00% |
Pension_and_Other_Postretireme7
Pension and Other Postretirement Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Expected contributions to pension plans in next fiscal year | $10 | ' | ' |
Savings Plan [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Employer contributions | $46.90 | $25.80 | $15.70 |
Pension_and_Other_Postretireme8
Pension and Other Postretirement Benefit Plans - Schedule of Expected Benefit Payments of Pension Plans (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
Defined Benefit Plan Estimated Future Benefit Payments [Abstract] | ' | ' | ' |
2014 | $7.40 | ' | ' |
2015 | 6.8 | ' | ' |
2016 | 7.1 | ' | ' |
2017 | 8.1 | ' | ' |
2018 | 8.5 | ' | ' |
Thereafter | 193.3 | ' | ' |
Total Liability | $231.20 | $90.90 | $89.90 |
Pension_and_Other_Postretireme9
Pension and Other Postretirement Benefit Plans - Schedule of Balances Recognized within Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Defined Benefit Plan Amounts Recognized In Other Comprehensive Income [Abstract] | ' |
Balance as of December 31, 2012 | ' |
Net actuarial loss | 5.6 |
Balance as of December 31, 2013 | $5.60 |
Recovered_Sheet1
Pension and Other Postretirement Benefit Plans - Schedule of Defined Benefit Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Defined Benefit Plan Pension Plans With Accumulated Benefit Obligations In Excess Of Plan Assets [Abstract] | ' | ' |
Projected benefit obligations | $231.20 | $90.90 |
Accumulated benefit obligations | 214.4 | 90.9 |
Plan assets | $179.30 | $67.20 |
Recovered_Sheet2
Pension and Other Postretirement Benefit Plans - Weighted Average Assumptions Used to Calculate Projected Benefit Obligations and Net Periodic Benefit Cost (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Benefit Plan Weighted Average Assumptions Used In Calculating Benefit Obligation [Abstract] | ' | ' |
Projected benefit obligations, discount rate | 3.90% | 4.50% |
Projected benefit obligations, salary growth rate | 3.80% | 4.60% |
Net periodic benefit cost, discount rate | 3.80% | 4.50% |
Net periodic benefit cost, expected rate of return on plan assets | 3.30% | 5.10% |
Net periodic benefit cost, salary growth rate | 2.50% | 4.60% |
Other_Income_Expense_Component
Other Income (Expense) - Components of Other Income (Expense) (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 |
Actavis Group [Member] | Actavis Group [Member] | ||||
Other Non operating Income Expense [Line Items] | ' | ' | ' | ' | ' |
Gain on sale of products | $4.30 | $88.70 | ' | ' | ' |
Gain on sale of investments | ' | 28.8 | 0.8 | ' | ' |
Gain on sale of divested products | ' | 24 | ' | 24 | ' |
Gain on sale of business | 2.3 | ' | ' | ' | ' |
Loss on extinguishment of debt | -18.5 | ' | ' | ' | ' |
Loss on foreign exchange derivative | ' | -70.4 | ' | ' | ' |
Bridge loan expenses | ' | -37.1 | ' | ' | -37.1 |
Earnings (losses) on equity method investments | 6 | 1.3 | -4.5 | ' | ' |
Other income | 25.7 | 3.2 | 3.2 | ' | ' |
Other income (expense) | $19.80 | $38.50 | ($0.50) | ' | ' |
Other_Income_Expense_Additiona
Other Income (Expense) - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
In Millions, unless otherwise specified | Oct. 02, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 22, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Product | Product | Senior Notes Due 2014 [Member] | Oral Contraceptive and Osteoporosis [Member] | Oral Contraceptive and Osteoporosis [Member] | Oral Contraceptive and Osteoporosis [Member] | Moksha8 Pharmaceuticals, Inc. [Member] | Moksha8 Pharmaceuticals, Inc. [Member] | Moksha8 Pharmaceuticals, Inc. [Member] | Watson Pharmaceuticals, Inc. [Member] | Watson Pharmaceuticals, Inc. [Member] | Actavis Group [Member] | Actavis Group [Member] | Actavis Group [Member] | Changzhou Watson Pharmaceuticals Co., Ltd [Member] | ||||
Other Non operating Income Expense [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of products | ' | ' | $4.30 | $88.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of investments | ' | ' | ' | 28.8 | 0.8 | ' | ' | ' | ' | 28.8 | ' | 28.8 | ' | ' | ' | ' | ' | ' |
Consideration received on sale of divested products | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of generic pharmaceutical products sold | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sale of divested products | ' | ' | ' | ' | ' | ' | 2.5 | 4.6 | 0.7 | ' | ' | ' | 18.5 | 7.3 | ' | 60.8 | 90.2 | ' |
New branded generic products | ' | 22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of products | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24 | ' | ' | ' |
Product accounted in percent of consolidated net revenues | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of assets | ' | ' | 4.3 | 88.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.3 |
Debt extinguishment, carrying amount | ' | ' | ' | ' | ' | 450 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on extinguishment of debt | ' | ' | -18.5 | ' | ' | -17.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash write-off of deferred loan costs | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Realized gain (loss) on foreign currency transactions | ' | ' | 14.1 | -70.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses for bridge loan | ' | ' | ' | 37.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37.1 | ' | ' |
Gain on release of funds | ' | ' | 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of securities | ' | ' | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition related cost | ' | ' | 8.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Losses on contract termination of settlement | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' |
Gain on revaluation of securities issued | ' | ' | ' | $0.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Inventory pending approval by U.S. Food and Drug Administration or other regulatory agencies | $16.40 | $49.70 |
Finished goods | 1,250.30 | 1,104.60 |
Warner Chilcott [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Finished goods | $235.10 | ' |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventory (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $522 | $426.90 |
Work-in-process | 168.9 | 126.2 |
Finished goods | 1,250.30 | 1,104.60 |
Inventories, gross | 1,941.20 | 1,657.70 |
Less: inventory reserves | 154.9 | 111.2 |
Inventories, net | $1,786.30 | $1,546.50 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Trade accounts payable | $493.30 | $598.60 |
Accounts_Payable_and_Accrued_E3
Accounts Payable and Accrued Expenses - Summary of Accrued Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Accrued expenses: | ' | ' |
Accrued third-party rebates | $615.80 | $551.10 |
Litigation-related reserves and legal fees | 265.7 | 183.8 |
Accrued payroll and related benefits | 240.2 | 260.1 |
Royalties and sales agent payables | 119.1 | 86.2 |
Accrued indirect returns | 103.2 | 83.3 |
Accrued severence, retention and other shutdown costs | 89.3 | 65.1 |
Interest payable | 68.9 | 49.5 |
Accrued R&D expenditures | 46.6 | 17.7 |
Accrued non-provision taxes | 43.7 | 13.5 |
Accrued selling and marketing expenditures | 38.1 | 11.1 |
Current portion of contingent consideration obligations | 33.8 | 351.9 |
Accrued professional fees | 22.6 | 13.1 |
Accrued co-promotion liabilities | 14.8 | ' |
Other accrued expenses | 148.1 | 182.9 |
Total accrued expenses | $1,849.90 | $1,869.30 |
Property_Plant_and_Equipment_N2
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cost | ' | ' | ' |
Cost, beginning balance | $2,230.50 | ' | ' |
Additions | 177.8 | ' | ' |
Disposals / transfers / impairments | -105 | ' | ' |
Transfer to assets held for sale | -12.9 | ' | ' |
Currency translation | 18.5 | ' | ' |
Cost, ending balance | 2,528.90 | 2,230.50 | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | 745.5 | ' | ' |
Additions | 202 | 97.5 | 93.6 |
Disposals / transfers / impairments | -36.2 | ' | ' |
Transfer to assets held for sale | -2 | ' | ' |
Currency translation | 2.8 | ' | ' |
Accumulated depreciation, ending balance | 912.1 | 745.5 | ' |
Net book value | ' | ' | ' |
Net book value, balance | 1,616.80 | 1,485 | ' |
Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | 220 | ' | ' |
Land and Land Improvements [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Cost, beginning balance | 62.7 | ' | ' |
Additions | 4 | ' | ' |
Disposals / transfers / impairments | -19.2 | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | 0.2 | ' | ' |
Cost, ending balance | 68.4 | ' | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | ' | ' | ' |
Additions | ' | ' | ' |
Disposals / transfers / impairments | ' | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | ' | ' | ' |
Accumulated depreciation, ending balance | ' | ' | ' |
Net book value | ' | ' | ' |
Net book value, balance | 68.4 | 62.7 | ' |
Land and Land Improvements [Member] | Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | 20.7 | ' | ' |
Machinery and Equipment [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Cost, beginning balance | 805.1 | ' | ' |
Additions | 79.1 | ' | ' |
Disposals / transfers / impairments | -48 | ' | ' |
Transfer to assets held for sale | -8 | ' | ' |
Currency translation | 11.4 | ' | ' |
Cost, ending balance | 901.7 | ' | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | 299.9 | ' | ' |
Additions | 97.3 | ' | ' |
Disposals / transfers / impairments | -25 | ' | ' |
Transfer to assets held for sale | -0.5 | ' | ' |
Currency translation | 2.6 | ' | ' |
Accumulated depreciation, ending balance | 374.3 | ' | ' |
Net book value | ' | ' | ' |
Net book value, balance | 527.4 | 505.2 | ' |
Machinery and Equipment [Member] | Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | 62.1 | ' | ' |
Research and Laboratory Equipment [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Cost, beginning balance | 112.4 | ' | ' |
Additions | 3.5 | ' | ' |
Disposals / transfers / impairments | -1.4 | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | 0.1 | ' | ' |
Cost, ending balance | 114.6 | ' | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | 80.9 | ' | ' |
Additions | 8.9 | ' | ' |
Disposals / transfers / impairments | -0.9 | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | -0.1 | ' | ' |
Accumulated depreciation, ending balance | 88.8 | ' | ' |
Net book value | ' | ' | ' |
Net book value, balance | 25.8 | 31.5 | ' |
Research and Laboratory Equipment [Member] | Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | ' | ' | ' |
Other [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Cost, beginning balance | 296.7 | ' | ' |
Additions | 36.9 | ' | ' |
Disposals / transfers / impairments | -4.2 | ' | ' |
Transfer to assets held for sale | -1.3 | ' | ' |
Currency translation | 0.3 | ' | ' |
Cost, ending balance | 363.3 | ' | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | 214.7 | ' | ' |
Additions | 32.3 | ' | ' |
Disposals / transfers / impairments | -1.1 | ' | ' |
Transfer to assets held for sale | -0.8 | ' | ' |
Currency translation | ' | ' | ' |
Accumulated depreciation, ending balance | 245.1 | ' | ' |
Net book value | ' | ' | ' |
Net book value, balance | 118.2 | 82 | ' |
Other [Member] | Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | 34.9 | ' | ' |
Transportation [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Cost, beginning balance | 30.2 | ' | ' |
Additions | 4.8 | ' | ' |
Disposals / transfers / impairments | -5.7 | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | ' | ' | ' |
Cost, ending balance | 61.8 | ' | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | 5.4 | ' | ' |
Additions | 6.4 | ' | ' |
Disposals / transfers / impairments | -3.8 | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | ' | ' | ' |
Accumulated depreciation, ending balance | 8 | ' | ' |
Net book value | ' | ' | ' |
Net book value, balance | 53.8 | 24.8 | ' |
Transportation [Member] | Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | 32.5 | ' | ' |
Buildings and Leasehold Improvements [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Cost, beginning balance | 808.7 | ' | ' |
Additions | 30.2 | ' | ' |
Disposals / transfers / impairments | -25.5 | ' | ' |
Transfer to assets held for sale | -3.6 | ' | ' |
Currency translation | 5.3 | ' | ' |
Cost, ending balance | 866.2 | ' | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | 144.6 | ' | ' |
Additions | 57.1 | ' | ' |
Disposals / transfers / impairments | -5.4 | ' | ' |
Transfer to assets held for sale | -0.7 | ' | ' |
Currency translation | 0.3 | ' | ' |
Accumulated depreciation, ending balance | 195.9 | ' | ' |
Net book value | ' | ' | ' |
Net book value, balance | 670.3 | 664.1 | ' |
Buildings and Leasehold Improvements [Member] | Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | 51.1 | ' | ' |
Construction in Progress [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Cost, beginning balance | 114.7 | ' | ' |
Additions | 19.3 | ' | ' |
Disposals / transfers / impairments | -1 | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | 1.2 | ' | ' |
Cost, ending balance | 152.9 | ' | ' |
Accumulated depreciation | ' | ' | ' |
Accumulated depreciation, beginning balance | ' | ' | ' |
Disposals / transfers / impairments | ' | ' | ' |
Transfer to assets held for sale | ' | ' | ' |
Currency translation | ' | ' | ' |
Accumulated depreciation, ending balance | ' | ' | ' |
Net book value | ' | ' | ' |
Net book value, balance | 152.9 | 114.7 | ' |
Construction in Progress [Member] | Warner Chilcott [Member] | ' | ' | ' |
Cost | ' | ' | ' |
Additions | $18.70 | ' | ' |
Property_Plant_and_Equipment_N3
Property, Plant and Equipment, Net - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' |
Depreciation expense | $202 | $97.50 | $93.60 |
Investments_in_Marketable_Secu2
Investments in Marketable Securities and Other Investments - Marketable Securities and Other Investments (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Marketable securities: | ' | ' |
Total marketable securities | $2.50 | $9 |
Investments and other assets: | ' | ' |
Equity method investments | 12.3 | 9.6 |
Cost method and other long-term investments | 1 | 1 |
Taxes receivable | 57.7 | ' |
Other assets | 66.5 | 80.6 |
Total investments and other assets | 137.5 | 91.2 |
U.S. Treasury and Agency Securities - Maturing Within One Year [Member] | ' | ' |
Marketable securities: | ' | ' |
U.S. Treasury and agency securities | 2.5 | 6.5 |
U.S. Treasury and Agency Securities - Maturing Within Two Years [Member] | ' | ' |
Marketable securities: | ' | ' |
U.S. Treasury and agency securities | ' | $2.50 |
Investments_in_Marketable_Secu3
Investments in Marketable Securities and Other Investments - Summary of Fair Value and Unrealized Gains (Losses) Related to Available-for-Sale Securities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | $2.50 | $9 |
Gross Unrealized Gains | ' | ' |
Gross Unrealized Losses | ' | ' |
Fair Value | 2.5 | 9 |
U.S. Treasury and Agency Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | 2.5 | 9 |
Gross Unrealized Gains | ' | ' |
Gross Unrealized Losses | ' | ' |
Fair Value | $2.50 | $9 |
Investments_in_Marketable_Secu4
Investments in Marketable Securities and Other Investments - Additional Information (Detail) | Dec. 31, 2013 |
Amortized Cost And Fair Value Debt Securities [Abstract] | ' |
Ownership percentage in cost method investments | 'Less than 20% |
Investments_in_Marketable_Secu5
Investments in Marketable Securities and Other Investments - Summary of Long-term Investments (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Equity Method Investments And Cost Method Investments [Abstract] | ' |
Cost Method investments, beginning balance | $1 |
Cost Method investments, Additions | ' |
Cost Method investments, Impairment | ' |
Cost Method investments, Foreign currency | ' |
Cost Method investments, ending balance | 1 |
Equity Method investments, beginning balance | 9.6 |
Equity Method investments, Additions | 5.6 |
Equity Method investments, Distributions | -3.3 |
Equity Method investments, Impairment | ' |
Equity Method investments, Foreign currency | 0.4 |
Equity Method investments, ending balance | $12.30 |
Goodwill_Product_Rights_and_Ot2
Goodwill, Product Rights and Other Intangible Assets - Schedule of Goodwill (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Goodwill [Line Items] | ' |
Goodwill, beginning balance | $4,854.20 |
Additions through acquisitions and adjustments to acquisition accounting | 4,019.30 |
Measurement period adjustments and other | -35.5 |
Impairment losses | -647.5 |
Foreign exchange and other adjustments | 7.1 |
Goodwill, ending balance | 8,197.60 |
Actavis Pharma [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, beginning balance | 4,767.90 |
Additions through acquisitions and adjustments to acquisition accounting | 4,019.30 |
Measurement period adjustments and other | -35.5 |
Impairment losses | -647.5 |
Foreign exchange and other adjustments | 7.1 |
Goodwill, ending balance | 8,111.30 |
Anda Distribution [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, beginning balance | 86.3 |
Additions through acquisitions and adjustments to acquisition accounting | ' |
Measurement period adjustments and other | ' |
Impairment losses | ' |
Foreign exchange and other adjustments | ' |
Goodwill, ending balance | $86.30 |
Goodwill_Product_Rights_and_Ot3
Goodwill, Product Rights and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
In Millions, unless otherwise specified | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Jan. 23, 2013 | Jan. 31, 2013 | Jun. 11, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Jan. 31, 2012 | Jan. 24, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 25-May-11 | Dec. 31, 2012 | Dec. 02, 2009 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 02, 2009 | Dec. 02, 2009 | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2012 | Dec. 31, 2012 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 |
Columbia [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Uteron Pharma, SA [Member] | Uteron Pharma, SA [Member] | Medicines 360 [Member] | Medicines 360 [Member] | Ascent [Member] | Ascent [Member] | Ascent [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Specifar [Member] | Arrow Group [Member] | Arrow Group [Member] | Arrow Group [Member] | Arrow Group [Member] | Arrow Group [Member] | Gabapentin [Member] | Warner Chilcott [Member] | Sanofi [Member] | Actavis Plc [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | IPR&D [Member] | Product Rights Intangible Assets [Member] | Marketed Products [Member] | Marketed Products [Member] | Core Technology [Member] | Trademarks [Member] | Customer Relationships [Member] | Actavis Pharma [Member] | Actavis Pharma [Member] | Actavis Pharma [Member] | Actavis Pharma [Member] | Actavis Pharma - Third Party [Member] | Actavis Pharma Middle East Africa Australia and Asia Pacific [Member] | |||||
Esomeprazole Product Rights [Member] | Restricted Stock [Member] | Mandatorily Redeemable Preferred Stock [Member] | Medicines 360 [Member] | Specifar [Member] | Specifar [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | Actavis Plc [Member] | Actavis Plc [Member] | Actavis Plc [Member] | Actavis Plc [Member] | Uteron Pharma, SA [Member] | Warner Chilcott [Member] | |||||||||||||||||||||||||||||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | $8,197.60 | ' | $4,854.20 | ' | ' | ' | ' | ' | $26.40 | ' | ' | ' | ' | ' | $214.30 | ' | ' | $195.10 | ' | ' | ' | ' | ' | ' | ' | $3,992.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,111.30 | $4,767.90 | $26.40 | $3,992.90 | $125 | $178 |
Impairment losses | ' | 647.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 647.5 | ' | ' | ' | ' | ' |
Business acquisition, purchase consideration cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142 | ' | 52.3 | ' | ' | ' | ' | ' | ' | ' | ' | 1,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, purchase consideration shares issued | ' | 174.2 | ' | 138 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, purchase consideration preferred stock shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discounted cash flow years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Residual growth rate | ' | ' | ' | ' | ' | ' | 2.00% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in fair value of goodwill | ' | ' | ' | ' | ' | 6.00% | ' | 23.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment associated with goodwill or trade name intangible assets | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of intangible assets | ' | 8,234.50 | ' | 3,784.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,729 | ' | ' | ' | ' | ' | ' | ' | ' | 1,697.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191.7 | ' | 192.6 | 192.6 | ' | ' | 265.1 | ' | ' | ' | ' | ' | ' | ' | 4,729 | 125 | ' | 191.7 | ' | ' | 1,708 | 3,021 | 3,021 | ' | 38.9 | 427.8 | 103.7 | ' | ' | ' | ' | ' | ' |
Acquisition of intangible assets relating to IPR&D | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,708 | ' | 272.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.9 | 117.8 | ' | 16.8 | ' | 4.4 | ' | ' | ' | 10.8 | ' | ' | ' | ' | ' | 101 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized over a weighted average useful life | ' | '10 years 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 years | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 8 months 12 days | ' | '10 years 9 months 18 days | ' | ' | ' | ' | ' | '2 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge related to IPR&D assets | ' | ' | $102.80 | ' | $75.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27 | ' | ' | ' | ' | ' | ' | ' | $101 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill_Product_Rights_and_Ot4
Goodwill, Product Rights and Other Intangible Assets - Summary of Product Rights and Other Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangible assets, gross, Amortization | ($842.70) | ($481.10) | ($354.30) |
Intangibles with indefinite lives, Impairments | ' | ' | 102.8 |
Intangible assets net, beginning balance | 3,784.30 | ' | ' |
Intangible assets net, ending balance | 8,234.50 | 3,784.30 | ' |
Cost Basis [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangibles with definite lives, Beginning balance | 5,378.80 | ' | ' |
Intangibles with definite lives, Acquisitions | 3,150.20 | ' | ' |
Intangibles with definite lives, Impairments | 98.7 | ' | ' |
Intangible assets, gross, Impairments | 103.6 | ' | ' |
Intangibles with definite lives, Other | 217.5 | ' | ' |
Intangible assets gross, Other | 13.2 | ' | ' |
Intangibles with definite lives, CTA | 22 | ' | ' |
Intangible assets, gross, CTA | 31.5 | ' | ' |
Intangibles with definite lives, Ending balance | 8,669.80 | ' | ' |
Intangibles with indefinite lives, Beginning balance | 460.8 | ' | ' |
Intangibles with indefinite lives, Acquisitions | 2,149.70 | ' | ' |
Intangibles with indefinite lives, Impairments | 4.9 | ' | ' |
Intangibles with indefinite lives, Other | -204.3 | ' | ' |
Intangibles with indefinite lives, CTA | 9.5 | ' | ' |
Intangibles with indefinite lives, Ending balance | 2,410.80 | ' | ' |
Intangible assets, gross, Beginning balance | 5,839.60 | ' | ' |
Intangible assets, gross, Acquisitions | 5,299.90 | ' | ' |
Intangible assets, gross, Ending balance | 11,080.60 | ' | ' |
Cost Basis [Member] | IPR&D [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangibles with indefinite lives, Beginning balance | 384.6 | ' | ' |
Intangibles with indefinite lives, Acquisitions | 2,149.70 | ' | ' |
Intangibles with indefinite lives, Impairments | 4.9 | ' | ' |
Intangibles with indefinite lives, Other | -204.3 | ' | ' |
Intangibles with indefinite lives, CTA | 9.5 | ' | ' |
Intangibles with indefinite lives, Ending balance | 2,334.60 | ' | ' |
Cost Basis [Member] | Trade Name [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangibles with indefinite lives, Beginning balance | 76.2 | ' | ' |
Intangibles with indefinite lives, Acquisitions | ' | ' | ' |
Intangibles with indefinite lives, Impairments | ' | ' | ' |
Intangibles with indefinite lives, Other | ' | ' | ' |
Intangibles with indefinite lives, CTA | ' | ' | ' |
Intangibles with indefinite lives, Ending balance | 76.2 | ' | ' |
Cost Basis [Member] | Product Rights Intangible Assets [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangibles with definite lives, Beginning balance | 5,117.60 | ' | ' |
Intangibles with definite lives, Acquisitions | 3,150.20 | ' | ' |
Intangibles with definite lives, Impairments | 98.7 | ' | ' |
Intangibles with definite lives, Other | 231.1 | ' | ' |
Intangibles with definite lives, CTA | 19.3 | ' | ' |
Intangibles with definite lives, Ending balance | 8,419.50 | ' | ' |
Cost Basis [Member] | Core Technology [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangibles with definite lives, Beginning balance | 92.2 | ' | ' |
Intangibles with definite lives, Acquisitions | ' | ' | ' |
Intangibles with definite lives, Impairments | ' | ' | ' |
Intangibles with definite lives, Other | ' | ' | ' |
Intangibles with definite lives, CTA | 0.9 | ' | ' |
Intangibles with definite lives, Ending balance | 93.1 | ' | ' |
Cost Basis [Member] | Customer Relationships [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangibles with definite lives, Beginning balance | 169 | ' | ' |
Intangibles with definite lives, Acquisitions | ' | ' | ' |
Intangibles with definite lives, Impairments | ' | ' | ' |
Intangibles with definite lives, Other | -13.6 | ' | ' |
Intangibles with definite lives, CTA | 1.8 | ' | ' |
Intangibles with definite lives, Ending balance | 157.2 | ' | ' |
Accumulated Amortization [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangible assets, Accumulated Amortization, Beginning balance | -2,055.30 | ' | ' |
Intangible assets, gross, Amortization | -842.7 | ' | ' |
Intangibles with definite lives, Impairments | 42.4 | ' | ' |
Intangible assets, gross, Impairments | 42.4 | ' | ' |
Intangibles with definite lives, Other | ' | ' | ' |
Intangible assets gross, Other | ' | ' | ' |
Intangibles with definite lives, CTA | 9.5 | ' | ' |
Intangible assets, gross, CTA | 9.5 | ' | ' |
Intangible assets, Accumulated Amortization, Ending balance | -2,846.10 | ' | ' |
Accumulated Amortization [Member] | Product Rights Intangible Assets [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangible assets, Accumulated Amortization, Beginning balance | -2,000.30 | ' | ' |
Intangible assets, gross, Amortization | -823.8 | ' | ' |
Intangibles with definite lives, Impairments | 42.4 | ' | ' |
Intangibles with definite lives, Other | ' | ' | ' |
Intangibles with definite lives, CTA | 9.5 | ' | ' |
Intangible assets, Accumulated Amortization, Ending balance | -2,772.20 | ' | ' |
Accumulated Amortization [Member] | Customer Relationships [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangible assets, Accumulated Amortization, Beginning balance | -27.1 | ' | ' |
Intangible assets, gross, Amortization | -11.8 | ' | ' |
Intangible assets, Accumulated Amortization, Ending balance | -38.9 | ' | ' |
Accumulated Amortization [Member] | Core Technology [Member] | ' | ' | ' |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ' | ' | ' |
Intangible assets, Accumulated Amortization, Beginning balance | -27.9 | ' | ' |
Intangible assets, gross, Amortization | -7.1 | ' | ' |
Intangible assets, Accumulated Amortization, Ending balance | ($35) | ' | ' |
Goodwill_Product_Rights_and_Ot5
Goodwill, Product Rights and Other Intangible Assets - Schedule of Annual Amortization Expense on Product Rights and Related Intangibles (Detail) (Product Rights Intangible Assets [Member], USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Product Rights Intangible Assets [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | $1,667 |
2015 | 1,243 |
2016 | 767 |
2017 | 609 |
2018 | $496 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-Term Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Plus: Unamortized premium | $103.90 | ' |
Less: Unamortized discount | -31.9 | -35.1 |
Senior Notes, net | 5,622 | 4,714.90 |
Total debt | 9,052 | 6,433.30 |
Less: Current portion | 534.6 | 176.2 |
Total long-term debt and capital leases | 8,517.40 | 6,257.10 |
WC Term Loan Agreement [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 1,832.80 | ' |
Amended and Restated ACT Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 1,310 | 1,700 |
Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 265 | ' |
5.00% Notes Due August 15, 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, gross | ' | 450 |
1.875% Notes Due October 1, 2017 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, gross | 1,200 | 1,200 |
7.75% Notes Due September 15, 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, gross | 1,250 | ' |
6.125% Notes Due August 14, 2019 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, gross | 400 | 400 |
3.250% Notes Due October 1, 2022 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, gross | 1,700 | 1,700 |
4.625% Notes Due October 1, 2042 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, gross | 1,000 | 1,000 |
Capital Leases [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | $22.20 | $18.40 |
LongTerm_Debt_Schedule_of_Long1
Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
5.00% Notes Due August 15, 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior notes, interest rate | 5.00% | 5.00% |
1.875% Notes Due October 1, 2017 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior notes, interest rate | 1.88% | 1.88% |
Senior Notes, maturity date | 1-Oct-17 | 1-Oct-17 |
7.75% Notes Due September 15, 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior notes, interest rate | 7.75% | 7.75% |
Senior Notes, maturity date | 15-Sep-18 | 15-Sep-18 |
6.125% Notes Due August 14, 2019 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior notes, interest rate | 6.13% | 6.13% |
Senior Notes, maturity date | 14-Aug-19 | 14-Aug-19 |
3.250% Notes Due October 1, 2022 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior notes, interest rate | 3.25% | 3.25% |
Senior Notes, maturity date | 1-Oct-22 | 1-Oct-22 |
4.625% Notes Due October 1, 2042 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior notes, interest rate | 4.63% | 4.63% |
Senior Notes, maturity date | 1-Oct-42 | 1-Oct-42 |
LongTerm_Debt_2013_Term_Loan_A
Long-Term Debt - 2013 Term Loan Agreement - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | Three Year Tranche [Member] | Three Year Tranche [Member] | Three Year Tranche [Member] | Three Year Tranche [Member] | Three Year Tranche [Member] | Three Year Tranche [Member] | Five Year Tranche [Member] | Five Year Tranche [Member] | Five Year Tranche [Member] | Five Year Tranche [Member] | Five Year Tranche [Member] | Five Year Tranche [Member] | |||
7.75% Senior Notes Due 2018 [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | 2013 Term Loan Agreement [Member] | |||||
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||||||||
Base Rate [Member] | Eurodollar [Member] | Base Rate [Member] | Eurodollar [Member] | Base Rate [Member] | Eurodollar [Member] | Base Rate [Member] | Eurodollar [Member] | ||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $2,000,000,000 | ' | ' | ' | $1,000,000,000 | ' | ' | ' | ' | ' | $1,000,000,000 | ' | ' | ' | ' |
Line of credit facility maturity date | ' | ' | ' | ' | ' | 1-Oct-16 | ' | ' | ' | ' | ' | 1-Oct-18 | ' | ' | ' | ' | ' |
Cash on hand | ' | ' | 41,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of margin | ' | ' | ' | ' | ' | ' | ' | 0.00% | 1.00% | 0.75% | 1.75% | ' | ' | 0.13% | 1.13% | 0.88% | 1.88% |
Term Loan Credit Agreement payment terms | ' | ' | ' | 'The outstanding principal amount of loans under the Three Year Tranche is not subject to quarterly amortization and shall be payable in full on the three year anniversary of the Closing Date. The outstanding principal amount of loans under the Five Year Tranche is payable in equal quarterly amounts of 2.50% per quarter prior to the fifth anniversary of the Closing Date, with the remaining balance payable on the fifth year anniversary of the Closing Date. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly payable principal percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' |
Senior notes, interest rate | ' | ' | ' | ' | 7.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity of senior notes | ' | ' | ' | ' | '2018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total optional prepayments indebtedness | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | 67,300,000 | ' | ' | ' | ' | ' |
Outstanding indebtedness | $9,052,000,000 | $6,433,300,000 | ' | ' | ' | $925,000,000 | ' | ' | ' | ' | ' | $907,800,000 | ' | ' | ' | ' | ' |
LongTerm_Debt_Amended_and_Rest
Long-Term Debt - Amended and Restated Term Loan - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 02, 2013 | Jun. 22, 2012 |
Amended and Restated ACT Term Loan [Member] | Amended and Restated ACT Term Loan [Member] | Amended and Restated ACT Term Loan [Member] | Amended and Restated ACT Term Loan [Member] | Amended and Restated ACT Term Loan [Member] | ACT Term Loan Agreement [Member] | ACT Term Loan Agreement [Member] | ACT Term Loan Agreement [Member] | |||
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||||||
Base Rate [Member] | Eurodollar Rate [Member] | Base Rate [Member] | Eurodollar Rate [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,800,000,000 |
Aggregate principal amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 1,572,500,000 | ' |
Percentage of margin | ' | ' | ' | 0.00% | 1.00% | 1.00% | 2.00% | ' | ' | ' |
Line of credit facility maturity date | ' | ' | 31-Oct-17 | ' | ' | ' | ' | ' | ' | ' |
Quarterly payable principal percentage | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount outstanding | 9,052,000,000 | 6,433,300,000 | 1,310,000,000 | ' | ' | ' | ' | ' | ' | ' |
Prepayments of indebtedness | ' | ' | ' | ' | ' | ' | ' | $220,000,000 | ' | ' |
LongTerm_Debt_Revolving_Credit
Long-Term Debt - Revolving Credit Facility - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Oct. 02, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Compliance with covenants under the terms of Amended and Restated Revolver | 'The Company is subject to, and, as of December 31, 2013, was in compliance with, all financial and operational covenants under the terms of the Revolving Credit Facility. | ' |
Net availability under the Revolving Credit Facility | $475,600,000 | ' |
Outstanding letters of credit | 9,400,000 | ' |
Revolving Credit Facility, amount outstanding | 265,000,000 | ' |
Amended and Restated Credit Agreements [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Maximum borrowing capacity | ' | 750,000,000 |
Letters of credit outstanding | 9,400,000 | ' |
Commitment fee to maintain availability of funds | 0.15% | ' |
Line of credit facility interest rate description | 'The ACT Revolving Credit Agreement provides that loans thereunder will bear interest, at the Company's choice, of a per annum rate equal to either (a) a base rate, plus an applicable margin per annum varying from 0.00% per annum to 0.75% per annum depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from 0.875% per annum to 1.75% per annum depending on the Debt Rating. | ' |
Maximum consolidated leverage ratio permitted in year one after the date of acquisition of Actavis Group | 4.25 | ' |
Maximum consolidated leverage ratio permitted in year two after the date of acquisition of Actavis Group | 4 | ' |
Maximum consolidated leverage ratio permitted in year three and thereafter after the date of acquisition of Actavis Group | 3.5 | ' |
Amended and Restated Credit Agreements [Member] | Letters of Credit [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Maximum borrowing capacity | 100,000,000 | ' |
Amended and Restated Credit Agreements [Member] | Swingline [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Maximum borrowing capacity | $50,000,000 | ' |
Amended and Restated Credit Agreements [Member] | Minimum [Member] | Base Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Percentage of margin | 0.00% | ' |
Amended and Restated Credit Agreements [Member] | Minimum [Member] | Eurodollar Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Percentage of margin | 0.88% | ' |
Amended and Restated Credit Agreements [Member] | Maximum [Member] | Base Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Percentage of margin | 0.75% | ' |
Amended and Restated Credit Agreements [Member] | Maximum [Member] | Eurodollar Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Percentage of margin | 1.75% | ' |
LongTerm_Debt_Senior_Notes_Ind
Long-Term Debt - Senior Notes Indebtedness - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
In Millions, unless otherwise specified | Nov. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
On or After September 15, 2014 [Member] | On or After September 15, 2015 [Member] | On or After September 15, 2016 [Member] | Warner Chilcott [Member] | Warner Chilcott [Member] | 5.00% Senior Notes Due August 15, 2014 [Member] | 6.125% Senior Notes Due August 15, 2019 [Member] | 1.875% Notes Due October 1, 2017 [Member] | 1.875% Notes Due October 1, 2017 [Member] | 3.250% Notes Due October 1, 2022 [Member] | 3.250% Notes Due October 1, 2022 [Member] | 4.625% Notes Due October 1, 2042 [Member] | 4.625% Notes Due October 1, 2042 [Member] | 7.75% Senior Notes Due 2018 [Member] | ||||
Level 2 [Member] | Warner Chilcott [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | $450 | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 6.13% | 1.88% | 1.88% | 3.25% | 3.25% | 4.63% | 4.63% | 7.75% |
Senior Notes, maturity date | ' | ' | ' | ' | ' | ' | 15-Sep-18 | ' | 15-Aug-14 | 15-Aug-19 | 1-Oct-17 | 1-Oct-17 | 1-Oct-22 | 1-Oct-22 | 1-Oct-42 | 1-Oct-42 | 15-Aug-18 |
Senior Notes, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | 1,200 | 1,200 | 1,700 | 1,700 | 1,000 | 1,000 | ' |
Redemption price | 465.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest penalty expense | 15.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price of WC Notes | ' | ' | ' | 103.88% | 101.94% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes outstanding, book value | ' | 9,052 | 6,433.30 | ' | ' | ' | 1,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes outstanding, fair value | ' | ' | ' | ' | ' | ' | ' | $1,357.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_2012_Notes_Issua
Long-Term Debt - 2012 Notes Issuance - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | Dec. 31, 2013 | Oct. 02, 2012 | Dec. 31, 2013 | Oct. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Millions, unless otherwise specified | 2017 Notes [Member] | 2017 Notes [Member] | 2022 Notes [Member] | 2022 Notes [Member] | 2042 Notes [Member] | 2042 Notes [Member] | 2012 Senior Notes [Member] | 2012 Senior Notes [Member] | 2012 Senior Notes [Member] | ||
Change of Control [Member] | Level 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity of senior notes | ' | ' | '2017 | ' | '2022 | ' | '2042 | ' | ' | ' | ' |
Redemption of senior notes price equal to principal amount | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 101.00% | ' |
Interest rate basis points | ' | ' | ' | 0.20% | ' | 0.25% | ' | 0.30% | ' | ' | ' |
Senior notes earliest redeemable date | ' | ' | ' | ' | ' | 1-Jul-22 | ' | 1-Apr-42 | ' | ' | ' |
Senior notes outstanding | $9,052 | $6,433.30 | ' | ' | ' | ' | ' | ' | $3,900 | ' | ' |
Senior notes outstanding, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,683.20 |
LongTerm_Debt_2009_Notes_Issua
Long-Term Debt - 2009 Notes Issuance and Lease Commitments - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 24, 2009 | Aug. 24, 2009 |
2009 Senior Notes [Member] | 2009 Senior Notes [Member] | 2014 Notes [Member] | 2019 Notes [Member] | ||||
Change of Control [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Maturity of senior notes | ' | ' | ' | ' | ' | '2014 | '2019 |
Principal amount of senior notes to be repurchased plus any accrued and unpaid interest | ' | ' | ' | 100.00% | 101.00% | ' | ' |
Redemption price of Senior Notes | ' | ' | ' | 'Equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the notes being redeemed, discounted on a semi-annual basis at the treasury rate plus 40 basis points | ' | ' | ' |
Interest rate basis points | ' | ' | ' | 0.40% | ' | ' | ' |
Repurchase price of Senior Notes for cash upon a change of control | ' | ' | ' | '101% of the principal amount of the 2019 Notes to be repurchased plus accrued and unpaid interest to the date of purchase. | ' | ' | ' |
Senior notes outstanding | $9,052 | $6,433.30 | ' | $400 | ' | ' | ' |
Senior notes outstanding, fair value | ' | ' | ' | 460.9 | ' | ' | ' |
Rent expenses for operating leases | $48.10 | $33.10 | $32.40 | ' | ' | ' | ' |
LongTerm_Debt_Schedule_of_Annu
Long-Term Debt - Schedule of Annual Debt Maturities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $241.30 | ' |
2015 | 241.3 | ' |
2016 | 1,166.30 | ' |
2017 | 2,159.30 | ' |
2018 | 1,784.60 | ' |
2019 and after | 3,100 | ' |
Long Term Debt, Gross | 8,692.80 | ' |
Capital Leases | 22.2 | ' |
Revolving Credit Facility | 265 | ' |
Unamortized Premium | 103.9 | ' |
Unamortized Discount | -31.9 | -35.1 |
Total Indebtedness | $9,052 | $6,433.30 |
LongTerm_Debt_Schedule_of_Futu
Long-Term Debt - Schedule of Future Minimum Lease Payments under Capital and Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Debt Disclosure [Abstract] | ' |
2014 | $9.70 |
2015 | 3.9 |
2016 | 3.6 |
2017 | 2 |
2018 | 1 |
Thereafter | 3.9 |
Total minimum lease payments | 24.1 |
Less: amount representing interest | -1.9 |
Present value of net minimum lease payments | 22.2 |
2014 | 50.8 |
2015 | 41.1 |
2016 | 30.4 |
2017 | 22 |
2018 | 16.4 |
Thereafter | 47.9 |
Total minimum lease payments | $208.60 |
LongTerm_Debt_Schedule_of_Asse
Long-Term Debt - Schedule of Assets Capitalized under Capital Leases (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Assets recorded under capital leases | $36.10 | $15.70 |
Machinery and Equipment [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Assets recorded under capital leases | 1.3 | 7.9 |
Other [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Assets recorded under capital leases | 4.5 | 0.8 |
Building & Improvements [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Assets recorded under capital leases | 6.8 | 0.5 |
Transportation [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Assets recorded under capital leases | 15.9 | ' |
Land [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Assets recorded under capital leases | 6.6 | 6.5 |
Computer Software / Hardware [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Assets recorded under capital leases | $1 | ' |
Other_LongTerm_Liabilities_Sum
Other Long-Term Liabilities - Summary of Other Long-Term Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Acquisition related contingent consideration liabilities | $180.90 | $11.20 |
Long-term pension liability | 48.5 | 44.3 |
Long-term severance liabilities | 27.4 | 5.9 |
Litigation-related reserves | 24.3 | 65.9 |
Other long-term liabilities | 45.1 | 35.3 |
Total other long-term liabilities | $326.20 | $162.60 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Before Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income before income taxes: | ' | ' | ' |
Income before income taxes, U.S. | $637.20 | $730.60 | $731.40 |
Income before income taxes, Non-U.S. | -1,275.60 | -485.5 | -275.4 |
(Loss)/income before income taxes and noncontrolling interest | ($638.40) | $245.10 | $456 |
Income_Taxes_Schedule_of_Provi
Income Taxes - Schedule of Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current provision: | ' | ' | ' |
Current provision, U.S. federal | $318.10 | $328.50 | $301.20 |
Current provision, U.S. state | 9 | 18 | 10.8 |
Current provision, Non-U.S. | 60.6 | 21.3 | 11.8 |
Total current provision | 387.7 | 367.8 | 323.8 |
Deferred (benefit) provision: | ' | ' | ' |
Deferred (benefit) provision, U.S. federal | -101.7 | -75.5 | -53.2 |
Deferred (benefit) provision, U.S. state | 1.2 | 5.6 | -3.9 |
Deferred (benefit) provision, Non-U.S. | -174.5 | -151.1 | -69.8 |
Total deferred (benefit) provision | -275 | -221 | -126.9 |
Total provision for income taxes | $112.70 | $146.80 | $196.90 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2009 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Tax (benefit) from stock option plan | ' | ' | $69 | $13.70 | $14.60 | ' |
Reduction in income tax rate related to tax ruling | 2.00% | ' | ' | ' | ' | ' |
Total net deferred tax liability increase due to acquisition | ' | ' | 123.1 | ' | ' | ' |
Long-term taxes receivable | ' | ' | ' | 6.4 | ' | ' |
Net operating income (losses) | ' | ' | -423.2 | 315.7 | 523.4 | ' |
Undistributed earnings of foreign subsidiaries | ' | ' | 1,258.40 | ' | ' | ' |
Accrued withholding taxes | ' | ' | 6.9 | ' | ' | ' |
Expected unrecognized tax benefits | ' | ' | 232.8 | 103.7 | 71.2 | 68 |
Reduction in liability from offsetting benefits | ' | ' | 58.4 | ' | ' | ' |
Unrecognized amount that would favorably affect Company's effective tax rate | ' | ' | 174.4 | ' | ' | ' |
Interest and penalties related to uncertain tax positions recognized in tax expense | ' | ' | 2.1 | 1.3 | 2.2 | ' |
Interest and penalties related to tax positions accrued | ' | ' | 9.9 | 9.5 | 4.2 | ' |
Tax benefit on penalties and interest accrued | ' | ' | 4.3 | 4.4 | 2.6 | ' |
Reduction of uncertain tax positions | ' | 3.9 | 42.7 | 9.3 | 1.2 | ' |
U.S. [Member] | ' | ' | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Capital loss carryforwards | ' | ' | 2,162.90 | ' | ' | ' |
Tax net operating losses, expire in 2014 | ' | ' | 47.8 | ' | ' | ' |
Non U.S. [Member] | ' | ' | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Tax net operating losses, expire in 2014 | ' | ' | 940.2 | ' | ' | ' |
Tax net operating losses, not subject to expire | ' | ' | 474.2 | ' | ' | ' |
Scenario, Forecast [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Expected unrecognized tax benefits | ' | ' | 11 | ' | ' | ' |
Subject To Expiration [Member] | Non U.S. [Member] | ' | ' | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Tax credits | ' | ' | 26 | ' | ' | ' |
Not Subject To Expiration [Member] | Non U.S. [Member] | ' | ' | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Tax credits | ' | ' | 69.4 | ' | ' | ' |
Tax Valuation Allowance [Member] | ' | ' | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Capital loss carryforwards | ' | ' | 757 | ' | ' | ' |
Net operating income (losses) | ' | ' | -106.8 | ' | ' | ' |
Foreign deferred tax assets | ' | ' | 32.3 | ' | ' | ' |
Impaired investments | ' | ' | $4.60 | ' | ' | ' |
Income_Taxes_Schedule_of_Recon
Income Taxes - Schedule of Reconciliations Between Statutory U.S. Federal Income Tax Rate and Company's Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Contingency [Line Items] | ' | ' | ' |
U.S. federal income tax at statutory rates | 35.00% | 35.00% | 35.00% |
U.S. state income taxes, net of U.S. federal benefit | -2.10% | 5.50% | 2.40% |
Non-U.S. rate differential | 10.60% | -3.70% | 1.90% |
Loss on non-U.S. currency hedge | ' | 10.10% | ' |
Impact of acquisitions and reorganizations | 0.80% | -15.00% | ' |
Tax audit outcomes | -1.10% | -7.00% | -1.40% |
Non-deductible expenses | -3.50% | 8.60% | 2.70% |
R&D credits and U.S. manufacturing deduction | 5.70% | -4.50% | -3.70% |
Rate changes | -0.30% | 2.80% | -1.20% |
Valuation allowance | -0.60% | -1.60% | 1.40% |
Other | -2.20% | 2.60% | -0.60% |
Effective income tax rate | -17.70% | 59.90% | 43.20% |
Foreign Intangible Amortization [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Non-U.S. intangible amortization | -22.00% | 18.70% | 6.10% |
Non-U.S. impairments | -38.00% | 8.40% | 0.60% |
Income_Taxes_Schedule_of_Compo
Income Taxes - Schedule of Components Company's Net Deferred Tax Assets (Liabilities) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Benefits from net operating and capital losses and tax credit carryforwards | $1,121.20 | $248.10 |
Differences in financial statement and tax accounting for: | ' | ' |
Inventories, receivables and accruals | 473.7 | 397.7 |
Deferred revenue | 16.7 | -0.1 |
Share-based compensation | 33.1 | 24 |
Other | 47.2 | 51.2 |
Total deferred tax asset, gross | 1,691.90 | 720.9 |
Less: Valuation allowance | -900.7 | -103 |
Total deferred tax asset, net | 791.2 | 617.9 |
Property, equipment and intangible assets | -961.8 | -923.9 |
Basis difference in debt | -281.7 | -265.6 |
Deferred interest expense | -69.1 | -76.3 |
Total deferred tax liabilities | -1,312.60 | -1,265.80 |
Total deferred taxes | ($521.40) | ($647.90) |
Income_Taxes_Schedule_of_Recon1
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Balance at the beginning of the year | $103.70 | $103.70 | $71.20 | $68 |
Increases for current year tax positions | ' | 54.3 | 4.3 | 8.5 |
Increases for prior year tax positions | ' | 53 | 6.7 | 11 |
Increases due to acquisitions | ' | 85.9 | 41.9 | ' |
Decreases for prior year tax positions | ' | -17.8 | -10.4 | -14.9 |
Settlements | -3.9 | -42.7 | -9.3 | -1.2 |
Lapse of applicable statue of limitations | ' | -5.3 | -1.3 | -0.2 |
Foreign Exchange | ' | 1.7 | 0.6 | ' |
Balance at the end of the year | ' | $232.80 | $103.70 | $71.20 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 02, 2012 | Dec. 02, 2009 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' | ' | ' |
Preferred shares, shares authorized | 2,500,000 | ' | ' | ' | ' |
Preferred shares, par value | ' | ' | ' | ' | ' |
Mandatorily Redeemable Preferred Shares issued | ' | ' | ' | ' | 200,000 |
Mandatorily Redeemable Preferred Stock Redemption value | ' | ' | ' | $200 | ' |
Preferred shares, outstanding | 0 | ' | ' | ' | ' |
Repurchase of ordinary shares | 1,200,000 | 300,000 | ' | ' | ' |
Consideration value for stock options issued to employees | $170 | $16.10 | $14.20 | ' | ' |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Movements in Accumulated Other Comprehensive (Loss) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Beginning balance | $36.80 | ($76.50) | ' |
Other comprehensive (loss)/income before reclassifications into general and administrative | 53.7 | 113.3 | ' |
Amounts reclassified from accumulated other comprehensive (loss) into general and administrative | ' | ' | ' |
Total other comprehensive income (loss), net of tax | 53.7 | 113.3 | -74 |
Ending balance | 90.5 | 36.8 | -76.5 |
Foreign Currency Translation Items [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Beginning balance | 36.7 | -76.6 | ' |
Other comprehensive (loss)/income before reclassifications into general and administrative | 48.4 | 113.3 | ' |
Amounts reclassified from accumulated other comprehensive (loss) into general and administrative | ' | ' | ' |
Total other comprehensive income (loss), net of tax | 48.4 | 113.3 | ' |
Ending balance | 85.1 | 36.7 | ' |
Unrealized Gains / (Losses) Net of Tax [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' |
Beginning balance | 0.1 | 0.1 | ' |
Other comprehensive (loss)/income before reclassifications into general and administrative | 5.3 | ' | ' |
Amounts reclassified from accumulated other comprehensive (loss) into general and administrative | ' | ' | ' |
Total other comprehensive income (loss), net of tax | 5.3 | ' | ' |
Ending balance | $5.40 | $0.10 | ' |
Segments_Additional_Informatio
Segments - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment | Subsequent Event [Member] | Actavis Pharma [Member] | Actavis Pharma [Member] | Actavis Pharma [Member] | |||
Segment | |||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments before realignment | 3 | ' | ' | ' | ' | ' | ' |
Number of operating segments | 2 | ' | ' | 2 | ' | ' | ' |
Research and development | $616.90 | $402.50 | $306.60 | ' | $616.90 | $402.50 | $306.60 |
Segments_Schedule_of_Net_Reven
Segments - Schedule of Net Revenues, Operating Expenses Contribution Information by Reportable Segment (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Product sales | $8,491.80 | $5,783.20 | $4,461.30 |
Other revenue | 185.8 | 131.7 | 123.1 |
Net revenues | 8,677.60 | 5,914.90 | 4,584.40 |
Operating expenses: | ' | ' | ' |
Cost of sales | 4,690.70 | 3,394.30 | 2,566.50 |
Selling and marketing | 1,020.30 | 546.5 | 401.8 |
General and administrative | 1,027.50 | 625.3 | 353.1 |
Contribution | 1,939.10 | 1,348.80 | 1,263 |
Contribution margin | 22.30% | 22.80% | 27.50% |
Research and development | 616.9 | 402.5 | 306.6 |
Amortization | 842.7 | 481.1 | 354.3 |
Goodwill impairments | 647.5 | ' | ' |
Loss on assets held for sale | 42.7 | ' | ' |
Loss on asset sales, impairments and contingent consideration adjustment, net | 212.5 | 149.5 | 78.7 |
Operating (loss) / income | -423.2 | 315.7 | 523.4 |
Operating margin | -4.90% | 5.30% | 11.40% |
Actavis Pharma [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Product sales | 7,294.90 | 4,796.80 | 3,685.10 |
Other revenue | 185.8 | 131.7 | 123.1 |
Net revenues | 7,480.70 | 4,928.50 | 3,808.20 |
Operating expenses: | ' | ' | ' |
Cost of sales | 3,666.20 | 2,547.70 | 1,913.80 |
Selling and marketing | 928.1 | 472.9 | 340.8 |
General and administrative | 994.9 | 587.4 | 328 |
Contribution | 1,891.50 | 1,320.50 | 1,225.60 |
Contribution margin | 25.30% | 26.80% | 32.20% |
Research and development | 616.9 | 402.5 | 306.6 |
Goodwill impairments | 647.5 | ' | ' |
Anda Distribution [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Product sales | 1,196.90 | 986.4 | 776.2 |
Net revenues | 1,196.90 | 986.4 | 776.2 |
Operating expenses: | ' | ' | ' |
Cost of sales | 1,024.50 | 846.6 | 652.7 |
Selling and marketing | 92.2 | 73.6 | 61 |
General and administrative | 32.6 | 37.9 | 25.1 |
Contribution | 47.6 | 28.3 | 37.4 |
Contribution margin | 4.00% | 2.90% | 4.80% |
Goodwill impairments | ' | ' | ' |
Segments_Schedule_of_Net_Reven1
Segments - Schedule of Net Revenues for Reporting Units in Actavis Pharma Segment (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | $8,677.60 | $5,914.90 | $4,584.40 |
Actavis Pharma [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | 7,480.70 | 4,928.50 | 3,808.20 |
Actavis Pharma [Member] | North American Generics [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | 3,915.70 | 3,472.20 | 2,945.60 |
Actavis Pharma [Member] | International [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | 2,502.50 | 978.1 | 430.5 |
North American Brands [Member] | Actavis Pharma [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | 1,062.50 | 478.2 | 432.1 |
North American Brands [Member] | Actavis Pharma [Member] | Women's Healthcare [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | 292.8 | 61.9 | 32.5 |
North American Brands [Member] | Actavis Pharma [Member] | Urology / Gastroenterology [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | 408.8 | 217.7 | 209 |
North American Brands [Member] | Actavis Pharma [Member] | Dermatology / Established Brands [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net revenues | $360.90 | $198.60 | $190.60 |
Segments_Schedule_of_Net_Produ
Segments - Schedule of Net Product Sales by Geographic Areas (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | $8,491.80 | $5,783.20 | $4,461.30 |
Americas [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 6,051.40 | 4,867.30 | 4,089.90 |
Europe [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 2,003.80 | 677.7 | 288.8 |
MEAAP [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | $436.60 | $238.20 | $82.60 |
Segments_Schedule_of_Net_Produ1
Segments - Schedule of Net Product Sales by Therapeutic Categories (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | $8,491.80 | $5,783.20 | $4,461.30 |
Central Nervous System [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 2,465.60 | 1,964 | 1,517.40 |
Cardiovascular [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 1,692.60 | 1,298.50 | 977.2 |
Hormones and Synthetic Substitutes [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 1,181 | 868.5 | 724.7 |
Anti-infective Agents [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 469.1 | 267.9 | 197.9 |
Dermatologicals [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 375 | 78.7 | 55.3 |
Gastrointestinal [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 303.5 | 160 | 95.5 |
Alimentary Tract and Metabolism [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 246.1 | 47.5 | ' |
Urology [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 161.7 | 174 | 140.5 |
Musculo-skeletal System [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 153.5 | ' | ' |
Women's Healthcare [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | 120 | ' | ' |
Other [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Net product sales | $1,323.70 | $924.10 | $752.80 |
Business_Restructuring_Charges2
Business Restructuring Charges - Schedule of Activity Related to Business Restructuring and Facility Rationalization Activities (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | $65.10 | $14.10 | ' |
Assumed Liability | 18.1 | 20.6 | ' |
Charged to Expense | 221.6 | 47.3 | 16.1 |
Cash Payments | -92.6 | -15.2 | ' |
Non-cash Adjustments | -95.5 | -1.7 | ' |
Accrual, ending balance | 116.7 | 65.1 | 14.1 |
Severance and Retention [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | 14.9 | 7.9 | ' |
Assumed Liability | ' | 1 | ' |
Charged to Expense | 14.5 | 7.9 | ' |
Cash Payments | -5.4 | -0.6 | ' |
Non-cash Adjustments | 0.9 | -1.3 | ' |
Accrual, ending balance | 24.9 | 14.9 | ' |
Product Transfer Costs [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | 0.5 | 0.3 | ' |
Assumed Liability | ' | ' | ' |
Charged to Expense | 15.5 | 4.7 | ' |
Cash Payments | -13.1 | -4.5 | ' |
Non-cash Adjustments | -2.5 | ' | ' |
Accrual, ending balance | 0.4 | 0.5 | ' |
Facility Decommission Costs [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | 7.3 | 1.2 | ' |
Assumed Liability | ' | 6.2 | ' |
Charged to Expense | 7.2 | 0.8 | ' |
Cash Payments | -9.2 | -0.7 | ' |
Non-cash Adjustments | ' | -0.2 | ' |
Accrual, ending balance | 5.3 | 7.3 | ' |
Accelerated Depreciation [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | ' | ' | ' |
Assumed Liability | ' | ' | ' |
Charged to Expense | 28.1 | 0.3 | ' |
Cash Payments | ' | ' | ' |
Non-cash Adjustments | -28.1 | -0.3 | ' |
Accrual, ending balance | ' | ' | ' |
R&D [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | 3.4 | 3.8 | ' |
Assumed Liability | ' | 1.4 | ' |
Charged to Expense | 12.8 | 1.1 | ' |
Cash Payments | -5.2 | -2.9 | ' |
Non-cash Adjustments | -9.6 | ' | ' |
Accrual, ending balance | 1.4 | 3.4 | ' |
Accelerated Depreciation- R & D [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | ' | ' | ' |
Assumed Liability | ' | ' | ' |
Charged to Expense | 3.6 | 0.2 | ' |
Cash Payments | ' | ' | ' |
Non-cash Adjustments | -3.6 | -0.2 | ' |
Accrual, ending balance | ' | ' | ' |
Selling, General and Administrative [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | 39 | 0.9 | ' |
Assumed Liability | 18.1 | 12 | ' |
Charged to Expense | 90.2 | 32.3 | ' |
Cash Payments | -59.7 | -6.5 | ' |
Non-cash Adjustments | -2.9 | 0.3 | ' |
Accrual, ending balance | 84.7 | 39 | ' |
Share-based Compensation Restructuring Related To Warner Chilcott Acquisition [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | ' | ' | ' |
Assumed Liability | ' | ' | ' |
Charged to Expense | 45.4 | ' | ' |
Cash Payments | ' | ' | ' |
Non-cash Adjustments | -45.4 | ' | ' |
Accrual, ending balance | ' | ' | ' |
Accelerated Depreciation- SG&A [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | ' | ' | ' |
Assumed Liability | ' | ' | ' |
Charged to Expense | 4.3 | ' | ' |
Cash Payments | ' | ' | ' |
Non-cash Adjustments | -4.3 | ' | ' |
Accrual, ending balance | ' | ' | ' |
Cost of Sales [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | 22.7 | 9.4 | ' |
Assumed Liability | ' | 7.2 | ' |
Charged to Expense | 65.3 | 13.7 | ' |
Cash Payments | -27.7 | -5.8 | ' |
Non-cash Adjustments | -29.7 | -1.8 | ' |
Accrual, ending balance | 30.6 | 22.7 | ' |
Operating Expenses [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Accrual, beginning balance | 42.4 | 4.7 | ' |
Assumed Liability | 18.1 | 13.4 | ' |
Charged to Expense | 156.3 | 33.6 | ' |
Cash Payments | -64.9 | -9.4 | ' |
Non-cash Adjustments | -65.8 | 0.1 | ' |
Accrual, ending balance | $86.10 | $42.40 | ' |
Business_Restructuring_Charges3
Business Restructuring Charges - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring And Related Activities [Abstract] | ' | ' | ' |
Restructuring charges recognized | $221.60 | $47.30 | $16.10 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities Disclosure - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
USD ($) | Foreign Currency Forward Contract [Member] | Foreign Currency Forward Contract [Member] | Foreign Currency Forward Contract [Member] | |
USD ($) | USD ($) | EUR (€) | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' | ' | ' |
Foreign currency forward contracts settlement dates | ' | 'Within one month | ' | ' |
Derivative amount of foreign currency exchange options and forward contracts to hedge | ' | ' | ' | € 4,250,000,000 |
Foreign currency options premium payable | ' | ' | 156,800,000 | ' |
Acquisition, gain (loss) reflected in other income and expense | ($70,400,000) | $300,000 | ($70,400,000) | ' |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Schedule of Foreign Currency Forward Contracts to Buy Euros and US Dollars and Sell New Zealand Dollars (Detail) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Millions, unless otherwise specified | Foreign Currency Sell Contracts [Member] | Foreign Currency Sell Contracts [Member] | Foreign Currency Buy Contracts [Member] | Foreign Currency Buy Contracts [Member] | New Zealand, Dollars [Member] | New Zealand, Dollars [Member] | New Zealand, Dollars [Member] | New Zealand, Dollars [Member] |
USD ($) | EUR (€) | USD ($) | EUR (€) | Foreign Currency Sell Contracts [Member] | Foreign Currency Sell Contracts [Member] | Foreign Currency Buy Contracts [Member] | Foreign Currency Buy Contracts [Member] | |
USD ($) | EUR (€) | USD ($) | EUR (€) | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign exchange forward contracts notional amount | $1.10 | € 0.30 | ' | ' | $1.10 | € 0.30 | ' | ' |
Fair_Value_Measurement_Schedul
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair value on Recurring Basis (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Marketable securities | $2.50 | $9 |
Foreign exchange forward contracts | 0.3 | ' |
Total assets | 2.8 | 9 |
Contingent consideration | 214.7 | 363.1 |
Total liabilities | 214.7 | 363.1 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Marketable securities | 2.5 | 9 |
Foreign exchange forward contracts | ' | ' |
Total assets | 2.5 | 9 |
Contingent consideration | 6.9 | ' |
Total liabilities | 6.9 | ' |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Marketable securities | ' | ' |
Foreign exchange forward contracts | 0.3 | ' |
Total assets | 0.3 | ' |
Contingent consideration | ' | ' |
Total liabilities | ' | ' |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Marketable securities | ' | ' |
Foreign exchange forward contracts | ' | ' |
Total assets | ' | ' |
Contingent consideration | 207.8 | 363.1 |
Total liabilities | $207.80 | $363.10 |
Fair_Value_Measurement_Additio
Fair Value Measurement - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Cost of sales | $4,690.70 | $3,394.30 | $2,566.50 |
Gain (loss) on asset sales and impairments | -60.8 | -58.7 | -76.3 |
General and administrative | 1,027.50 | 625.3 | 353.1 |
Research and development | 616.9 | 402.5 | 306.6 |
Contingent consideration | 214.7 | 363.1 | ' |
U.S. [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Contingent payments | ' | 127 | ' |
Actavis Group [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Contingent consideration | 329.1 | ' | ' |
Uteron Pharma, SA [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Contingent consideration | 43.4 | ' | ' |
License Agreement [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Contingent consideration | 146.1 | ' | ' |
Contingent Consideration Obligations [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Cost of sales | 7.2 | 4.9 | ' |
Gain (loss) on asset sales and impairments | ' | -27.5 | ' |
General and administrative | 1.4 | 0.6 | ' |
Research and development | 1.1 | 0.7 | ' |
Contingent obligation transferred | -342.7 | ' | ' |
Contingent Consideration Obligations [Member] | Actavis Group [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Contingent obligation transferred | -335.8 | ' | ' |
Contingent Consideration Obligations [Member] | Specifar Acquisition [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Contingent obligation transferred | ($6.90) | ' | ' |
Fair_Value_Measurement_Summary
Fair Value Measurement - Summary of Changes in Fair Value of all Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Detail) (Contingent Consideration Obligations [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Contingent Consideration Obligations [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Contingent consideration obligations, beginning balance | $363.10 | $181.60 |
Net transfers in to (out of) Level 3 | -342.7 | ' |
Purchases and settlements, net | 176.9 | 197.3 |
Net accretion and fair value adjustments | 9.7 | -21.3 |
Foreign currency translation | 0.8 | 5.5 |
Contingent consideration obligations, ending balance | $207.80 | $363.10 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Nov. 08, 2013 | Apr. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 03, 2009 | Dec. 31, 2013 | Apr. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 13, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Litigation | Litigation | Litigation | Defendants | Direct Purchasers [Member] | Indirect Purchasers [Member] | Actonel Litigation [Member] | Actonel Litigation [Member] | Androgel Antitrust Litigation [Member] | Cipro Litigation [Member] | Loestrin 24 Fe [Member] | Sanofi Agreement to Indemnify Warner Chilcott [Member] | Sanofi Agreement to Indemnify Warner Chilcott [Member] | ONJ-Related [Member] | ONJ-Related [Member] | ONJ-Related [Member] | ONJ-Related [Member] | P&G Agreement to Indemnify Warner Chilcott [Member] | Medical West Ballas Pharmacy [Member] | Warner Chilcott [Member] | AFF-Related [Member] | ONJ and AFF-Related [Member] | |
Defendants | Litigation | Litigation | Plaintiff | ACTONEL [Member] | Cases | Cases | Cases | ACTONEL [Member] | ACTONEL [Member] | Cases | United States and Puerto Rico [Member] | P&G Products [Member] | Actonel Litigation [Member] | P&G Products [Member] | Direct Purchasers [Member] | Actonel Litigation [Member] | Actonel Litigation [Member] | |||||
Defendants | Claim | Canada [Member] | United States and Puerto Rico [Member] | Claim | Claim | Claim | Claim | Claim | ||||||||||||||
Claim | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued loss contingencies | $260,000,000 | ' | ' | $260,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of putative class actions filed | 2 | 1 | 2 | ' | 3 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximately number of cases pending | ' | ' | ' | ' | ' | ' | ' | 669 | 3 | 42 | 2 | ' | ' | ' | ' | ' | 137 | ' | ' | ' | 514 | 4 |
Approximately number of cases pending | 4 | ' | ' | 4 | ' | ' | 382 | ' | ' | ' | ' | ' | ' | 74 | 90 | 88 | ' | ' | ' | ' | ' | ' |
Name of defendants to Warner Chilcott and Mayne | ' | ' | ' | 'HEB Grocery, Safeway, Inc., Supervalu, Inc. and Walgreen Co. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement in principle to settle claims, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' |
Compensatory damages and civil penalties | ' | ' | ' | 1,200,000,000 | 650,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum statutory damages per violation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500 | ' | ' | ' |
Number of defendant cases | ' | ' | ' | ' | ' | ' | 275 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Plaintiffs | ' | ' | ' | ' | ' | ' | 665 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product liability contingency loss, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information 1 (Detail) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
Aug. 28, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Defendants | ACTONEL [Member] | Hormone Replacement Therapy Litigation [Member] | ONJ-Related [Member] | ONJ-Related [Member] | Additional ONJ-Related Claims [Member] | AFF-Related [Member] | ONJ and AFF-Related [Member] | Metoclopramide Litigation [Member] | Metoclopramide Litigation [Member] | Alendronate Litigation [Member] | Alendronate Litigation [Member] | Fentanyl Transdermal System Litigation [Member] | Propoxyphene Litigation [Member] | Propoxyphene Litigation [Member] | |||
Claim | Watson Pharmaceuticals, Inc. [Member] | Claim | Cases | Claim | Claim | Claim | Settlements | Watson Pharmaceuticals, Inc. [Member] | Watson Pharmaceuticals, Inc. [Member] | Superior Court of New Jersey [Member] | Watson Pharmaceuticals, Inc. [Member] | Cases | Watson Pharmaceuticals, Inc. [Member] | ||||
Cases | Cases | Cases | Watson Pharmaceuticals, Inc. [Member] | Claim | Claim | ||||||||||||
Plaintiff | Claim | Plaintiff | Plaintiff | ||||||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement date | ' | ' | 'May 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss contingency, settlement agreement, amount | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Approximate number of cases pending | ' | ' | 4 | ' | 8 | ' | 74 | ' | ' | ' | ' | 1,190 | 282 | 269 | 5 | ' | 77 |
Number of claims settled | ' | ' | ' | 562 | ' | 30 | ' | 53 | 514 | 4 | ' | ' | ' | ' | ' | ' | ' |
Number of Plaintiffs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 362 | ' | ' | ' | ' |
Lawsuits that name as a defendant Cobalt Laboratories | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85 | ' | ' | ' | ' |
Cases naming Watson and/or Cobalt that were consolidated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' |
Motion to dismiss has been filed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' |
Approximate number of cases dismissed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | ' | ' | ' | 34 |
Cases that are part of consolidated litigation in the California Superior Court (Orange County) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' |
Number of stipulated dismissals in the Superior Court of New Jersey | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 144 | ' | ' | ' | ' |
Number of pending stipulated dismissals in the Superior Court of New Jersey | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51 | ' | ' | ' | ' |
Motion to dismiss already moved | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' |
Motion to dismiss to be filed soon | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 141 | ' | ' | ' | ' |
Approximate number of plaintiffs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | 1,385 |
Number of cases voluntarily dismissed by plaintiffs with prejudice | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' |
Approximate number of proceeding cases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35 | ' | ' | ' | ' | ' | ' |
Civil penalties for each alleged false claim and attorneys' fees and costs. | ' | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensatory damages and civil penalties | $12,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation_Schedule_of_Compe
Compensation - Schedule of Compensation Charges (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation Related Costs [Abstract] | ' | ' |
Wages and salaries | $887.20 | $553.10 |
Stock-based compensation | 133.6 | 48.8 |
Pensions | 53.9 | 25.8 |
Social welfare | 62.4 | 29.4 |
Other benefits | 287.7 | 168.2 |
Total compensation charges | $1,424.80 | $825.30 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Feb. 17, 2014 | Feb. 17, 2014 | Feb. 17, 2014 | |
Forest Laboratories Inc. [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Forest Laboratories Inc. [Member] | Forest Laboratories Inc. [Member] | Forest Laboratories Inc. [Member] | |||
Mixed Election [Member] | Cash Election [Member] | Stock Election [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Business acquisition, definitive agreement date | 19-May-13 | 17-Feb-14 | ' | ' | ' |
Number of shares received from Actavis in exchange of ordinary shares in Forest | ' | ' | 0.3306 | ' | 0.4723 |
Payments to acquire business, cash | ' | ' | $26.04 | $86.81 | ' |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Valuation And Qualifying Accounts [Abstract] | ' | ' | ' |
Allowance for doubtful accounts, Balance at beginning of period | $47.90 | $6.80 | $12.50 |
Allowance for doubtful accounts, Charged to costs and expenses | 1.6 | 3.6 | 2.3 |
Allowance for doubtful accounts, Deductions/ Write-offs | -11.7 | -1.9 | -8.3 |
Allowance for doubtful accounts, Other | 0.8 | 39.4 | 0.3 |
Allowance for doubtful accounts, Balance at end of period | 38.6 | 47.9 | 6.8 |
Tax valuation allowance, Balance at beginning of period | 101.6 | 37.8 | 29.7 |
Tax valuation allowance, Charged to costs and expenses | 763.2 | 15.1 | 9.1 |
Tax valuation allowance, Deductions/ Write-offs | -3.6 | 1.8 | -1.6 |
Tax valuation allowance, Other | 39.5 | 46.9 | 0.6 |
Tax valuation allowance, Balance at end of period | $900.70 | $101.60 | $37.80 |