Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | AGN | |
Entity Registrant Name | Allergan plc | |
Entity Central Index Key | 1,578,845 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 393,635,637 | |
Warner Chilcott Limited [Member] | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | WARNER CHILCOTT LIMITED | |
Entity Central Index Key | 1,620,602 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,517.9 | $ 250 |
Marketable securities | 8.5 | 1 |
Accounts receivable, net | 4,420.1 | 2,372.3 |
Inventories | 2,786 | 2,075.5 |
Prepaid expenses and other current assets | 1,004.8 | 733.4 |
Current assets held for sale | 38 | 949.2 |
Deferred tax assets | 711.6 | 500.3 |
Total current assets | 10,486.9 | 6,881.7 |
Property, plant and equipment, net | 2,859 | 1,594.7 |
Investments and other assets | 530.3 | 235.4 |
Deferred tax assets | 113.6 | 107.4 |
Product rights and other intangibles | 72,825 | 19,188.4 |
Goodwill | 51,596.3 | 24,521.5 |
Total assets | 138,411.1 | 52,529.1 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,945 | 4,170.6 |
Income taxes payable | 70.4 | 50.4 |
Current portion of long-term debt and capital leases | 1,550.9 | 697.4 |
Deferred revenue | 25.7 | 27 |
Current liabilities held for sale | 25.9 | |
Deferred tax liabilities | 57.5 | 47.3 |
Total current liabilities | 7,649.5 | 5,018.6 |
Long-term debt and capital leases | 41,319.4 | 14,846.3 |
Deferred revenue | 56.4 | 38.8 |
Other long-term liabilities | 1,167.5 | 335.8 |
Other taxes payable | 907.7 | 892.2 |
Deferred tax liabilities | 15,236.1 | 3,061.9 |
Total liabilities | $ 66,336.6 | $ 24,193.6 |
Commitments and contingencies | ||
Equity: | ||
(Accumulated deficit) | $ (953.3) | $ (198.2) |
Accumulated other comprehensive (loss) | (10.4) | (465.4) |
Noncontrolling interest | 5.4 | 4.4 |
Total equity | 72,074.5 | 28,335.5 |
Preferred shares, $0.0001 par value per share, 5.1 million shares authorized, 5.1 million and zero shares issued and outstanding, respectively | 4,929.7 | |
Additional paid-in capital | 68,103.1 | 28,994.7 |
(Accumulated deficit) | (953.3) | (198.2) |
Accumulated other comprehensive (loss) | (10.4) | (465.4) |
Total shareholders’ equity | 72,069.1 | 28,331.1 |
Noncontrolling interest | 5.4 | 4.4 |
Total equity | 72,074.5 | 28,335.5 |
Total liabilities and equity | 138,411.1 | 52,529.1 |
Warner Chilcott Limited [Member] | ||
Current assets: | ||
Cash and cash equivalents | 1,465.4 | 244.3 |
Marketable securities | 8.5 | 1 |
Accounts receivable, net | 4,420.1 | 2,371.6 |
Inventories | 2,786 | 2,075.5 |
Prepaid expenses and other current assets | 1,000.7 | 730.5 |
Current assets held for sale | 38 | 949.2 |
Deferred tax assets | 711.6 | 500.3 |
Total current assets | 10,819 | 7,142.2 |
Receivable from Parents | 388.7 | 269.8 |
Property, plant and equipment, net | 2,859 | 1,593.8 |
Investments and other assets | 530.3 | 235.4 |
Deferred tax assets | 113.6 | 107.4 |
Product rights and other intangibles | 72,825 | 19,188.4 |
Goodwill | 51,596.3 | 24,521.5 |
Total assets | 138,743.2 | 52,788.7 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,907.6 | 4,167.5 |
Income taxes payable | 70.4 | 50.4 |
Current portion of long-term debt and capital leases | 1,550.9 | 697.4 |
Deferred revenue | 25.7 | 27 |
Current liabilities held for sale | 25.9 | |
Deferred tax liabilities | 57.5 | 47.3 |
Total current liabilities | 8,651.9 | 5,536.6 |
Payables to Parents | 1,039.8 | 521.1 |
Long-term debt and capital leases | 41,319.4 | 14,846.3 |
Deferred revenue | 56.4 | 38.8 |
Other long-term liabilities | 1,167.5 | 335.9 |
Other taxes payable | 907.7 | 892.2 |
Deferred tax liabilities | 15,236.1 | 3,061.9 |
Total liabilities | $ 67,339 | $ 24,711.7 |
Commitments and contingencies | ||
Equity: | ||
Member's capital | $ 73,074.4 | $ 29,455.9 |
(Accumulated deficit) | (1,665.2) | (917.9) |
Accumulated other comprehensive (loss) | (10.4) | (465.4) |
Total shareholders’ equity | 71,398.8 | 28,072.6 |
Noncontrolling interest | 5.4 | 4.4 |
Total equity | 71,404.2 | 28,077 |
(Accumulated deficit) | (1,665.2) | (917.9) |
Accumulated other comprehensive (loss) | (10.4) | (465.4) |
Noncontrolling interest | 5.4 | 4.4 |
Total equity | 71,404.2 | 28,077 |
Total liabilities and equity | $ 138,743.2 | $ 52,788.7 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,100,000 | 5,100,000 |
Preferred shares, shares issued | 5,100,000 | 0 |
Preferred shares, shares outstanding | 5,100,000 | 0 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, shares issued | 393,100,000 | 265,900,000 |
Ordinary shares, shares outstanding | 393,100,000 | 265,900,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
Operating expenses: | ||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 2,130.1 | 1,296.5 | 3,843.5 | 2,589.5 |
Research and development | 454.9 | 158 | 885.9 | 329.5 |
Selling and marketing | 981 | 291.5 | 1,716.5 | 574.6 |
General and administrative | 480.2 | 270.1 | 1,173.2 | 545.9 |
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 |
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 |
Asset sales and impairments, net | 0.6 | 5.8 | 58.4 | 5.4 |
Total operating expenses | 5,917.9 | 2,461.1 | 10,474 | 4,908.3 |
Operating (loss) / income | (162.9) | 206.1 | (484.8) | 414 |
Non-Operating income (expense): | ||||
Interest income | 2.6 | 1.2 | 4.4 | 2.2 |
Interest expense | (339.9) | (79.1) | (511.8) | (151.9) |
Other (expense) income, net | (48.7) | (35.8) | (246.7) | (30.8) |
Total other income (expense), net | (386) | (113.7) | (754.1) | (180.5) |
(Loss) / income before income taxes and noncontrolling interest | (548.9) | 92.4 | (1,238.9) | 233.5 |
(Benefit) / provision for income taxes | (307.3) | 43.6 | (485) | 88 |
Net (loss) / income | (241.6) | 48.8 | (753.9) | 145.5 |
(Income) attributable to noncontrolling interest | (1.5) | (0.1) | (1.2) | (0.3) |
Net (loss) attributable to shareholders | (243.1) | 48.7 | (755.1) | 145.2 |
Dividends on preferred shares | 69.6 | 92.8 | ||
Net (loss) / income attributable to ordinary shareholders | $ (312.7) | $ 48.7 | $ (847.9) | $ 145.2 |
(Loss) / earnings per share attributable to ordinary shareholders: | ||||
Basic | $ (0.80) | $ 0.28 | $ (2.48) | $ 0.83 |
Diluted | $ (0.80) | $ 0.28 | $ (2.48) | $ 0.83 |
Weighted average shares outstanding: | ||||
Basic | 392.6 | 174.2 | 341.3 | 174 |
Diluted | 392.6 | 175 | 341.3 | 175 |
Warner Chilcott Limited [Member] | ||||
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
Operating expenses: | ||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 2,130.1 | 1,296.5 | 3,843.5 | 2,589.5 |
Research and development | 454.9 | 158 | 885.9 | 329.5 |
Selling and marketing | 981 | 291.5 | 1,716.5 | 574.6 |
General and administrative | 476 | 262.6 | 1,165.4 | 539 |
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 |
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 |
Asset sales and impairments, net | 0.6 | 5.8 | 58.4 | 5.4 |
Total operating expenses | 5,913.7 | 2,453.6 | 10,466.2 | 4,901.4 |
Operating (loss) / income | (158.7) | 213.6 | (477) | 420.9 |
Non-Operating income (expense): | ||||
Interest income | 2.6 | 1.2 | 4.4 | 2.2 |
Interest expense | (339.9) | (79.1) | (511.8) | (151.9) |
Other (expense) income, net | (48.7) | (35.8) | (246.7) | (30.8) |
Total other income (expense), net | (386) | (113.7) | (754.1) | (180.5) |
(Loss) / income before income taxes and noncontrolling interest | (544.7) | 99.9 | (1,231.1) | 240.4 |
(Benefit) / provision for income taxes | (307.3) | 36.9 | (485) | 81.3 |
Net (loss) / income | (237.4) | 63 | (746.1) | 159.1 |
(Income) attributable to noncontrolling interest | (1.5) | (0.1) | (1.2) | (0.3) |
Net (loss) attributable to shareholders | (238.9) | 62.9 | (747.3) | 158.8 |
Weighted average shares outstanding: | ||||
Net (loss) / income to member's | $ (238.9) | $ 62.9 | $ (747.3) | $ 158.8 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income / (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net (loss) / income | $ (241.6) | $ 48.8 | $ (753.9) | $ 145.5 |
Other comprehensive (loss) / income | ||||
Foreign currency translation gains / (losses) | 765.3 | 6.6 | 451.4 | (0.9) |
Unrealized gains, net of tax | 7.6 | 3.6 | 0.7 | |
Total other comprehensive income / (loss), net of tax | 772.9 | 6.6 | 455 | (0.2) |
Comprehensive income / (loss) | 531.3 | 55.4 | (298.9) | 145.3 |
Comprehensive (income) attributable to noncontrolling interest | (1.5) | (0.1) | (1.2) | (0.3) |
Comprehensive income / (loss) attributable to ordinary shareholders | 529.8 | 55.3 | (300.1) | 145 |
Warner Chilcott Limited [Member] | ||||
Net (loss) / income | (237.4) | 63 | (746.1) | 159.1 |
Other comprehensive (loss) / income | ||||
Foreign currency translation gains / (losses) | 765.3 | 6.6 | 451.4 | (0.9) |
Unrealized gains, net of tax | 7.6 | 3.6 | 0.7 | |
Total other comprehensive income / (loss), net of tax | 772.9 | 6.6 | 455 | (0.2) |
Comprehensive income / (loss) | 535.5 | 69.6 | (291.1) | 158.9 |
Comprehensive (income) attributable to noncontrolling interest | (1.5) | (0.1) | (1.2) | (0.3) |
Comprehensive income / (loss) attributable to ordinary shareholders | $ 534 | $ 69.5 | $ (292.3) | $ 158.6 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows From Operating Activities: | ||
Net (loss) / income | $ (753.9) | $ 145.5 |
Reconciliation to net cash provided by operating activities: | ||
Depreciation | 132.5 | 105.1 |
Amortization | 2,598.9 | 847.1 |
Provision for inventory reserve | 63.4 | 75.3 |
Share-based compensation | 400.7 | 31.2 |
Deferred income tax benefit | (588.9) | (151.5) |
In-process research and development impairments | 197.6 | 16.3 |
Loss / (gain) on asset sales and impairments, net | 58.4 | 27.4 |
Amortization of inventory step up | 706.1 | 210 |
Amortization of deferred financing costs | 280.5 | 26.4 |
Accretion and contingent consideration | 8.1 | (27.9) |
Excess tax benefit from stock-based compensation | (36.3) | (22.7) |
Other, net | 64.3 | (10) |
Changes in assets and liabilities (net of effects of acquisitions): | ||
Decrease / (increase) in accounts receivable, net | (896.1) | (162.9) |
Decrease / (increase) in inventories | (234.8) | (154.4) |
Decrease / (increase) in prepaid expenses and other current assets | 83.1 | 30.5 |
Increase / (decrease) in accounts payable and accrued expenses | 108.6 | 53 |
Increase / (decrease) in income and other taxes payable | (216.2) | (101.4) |
Increase / (decrease) in other assets and liabilities | (49.7) | (27.9) |
Net cash provided by operating activities | 1,926.3 | 909.1 |
Cash Flows From Investing Activities: | ||
Additions to property, plant and equipment | (248.2) | (80.8) |
Additions to product rights and other intangibles | (28.5) | |
Additions to investments | (21) | |
Proceeds from sale of investments and other assets | 855.8 | 18 |
Proceeds from sales of property, plant and equipment | 81.5 | 4.2 |
Acquisitions of business, net of cash acquired | (35,109.9) | (119.2) |
Net cash (used in) investing activities | (34,470.3) | (177.8) |
Cash Flows From Financing Activities: | ||
Proceeds from borrowings of long-term indebtedness | 26,456.4 | 3,676.2 |
Proceeds from borrowings on credit facility and other | 2,882 | 80 |
Debt issuance and other financing costs | (310.8) | (51.9) |
Payments on debt, including capital lease obligations | (4,096.2) | (467.8) |
Proceeds from issuance of preferred shares | 4,929.7 | |
Proceeds from issuance of ordinary shares | 4,071.1 | |
Proceeds from stock plans | 108.2 | 8.1 |
Payments of contingent consideration | (92) | (7.8) |
Repurchase of ordinary shares | (101) | (59.4) |
Dividends | (68.7) | |
Excess tax benefit from stock-based compensation | 36.3 | 22.7 |
Net cash provided by financing activities | 33,815 | 3,200.1 |
Effect of currency exchange rate changes on cash and cash equivalents | (3.1) | (3.8) |
Movement in cash held for sale | 37 | |
Net increase in cash and cash equivalents | 1,267.9 | 3,964.6 |
Cash and cash equivalents at beginning of period | 250 | 329 |
Cash and cash equivalents at end of period | 1,517.9 | 4,293.6 |
Warner Chilcott Limited [Member] | ||
Cash Flows From Operating Activities: | ||
Net (loss) / income | (746.1) | 159.1 |
Reconciliation to net cash provided by operating activities: | ||
Depreciation | 132.5 | 105.1 |
Amortization | 2,598.9 | 847.1 |
Provision for inventory reserve | 63.4 | 75.3 |
Share-based compensation | 400.7 | 31.2 |
Deferred income tax benefit | (588.9) | (151.5) |
In-process research and development impairments | 197.6 | 16.3 |
Loss / (gain) on asset sales and impairments, net | 58.4 | 27.4 |
Amortization of inventory step up | 706.1 | 210 |
Amortization of deferred financing costs | 280.5 | 26.4 |
Accretion and contingent consideration | 8.1 | (27.9) |
Other, net | 64.3 | (10) |
Changes in assets and liabilities (net of effects of acquisitions): | ||
Decrease / (increase) in accounts receivable, net | (895.4) | (162.1) |
Decrease / (increase) in inventories | (234.8) | (154.4) |
Decrease / (increase) in prepaid expenses and other current assets | 81.9 | 31.1 |
Increase / (decrease) in accounts payable and accrued expenses | 142.9 | 58.8 |
Increase / (decrease) in income and other taxes payable | (216.2) | (108.1) |
Increase / (decrease) in other assets and liabilities | (130.8) | (88.3) |
Net cash provided by operating activities | 1,923.1 | 885.5 |
Cash Flows From Investing Activities: | ||
Additions to property, plant and equipment | (248.2) | (80.8) |
Additions to product rights and other intangibles | (28.5) | |
Additions to investments | (21) | |
Proceeds from sale of investments and other assets | 855.8 | 18 |
Proceeds from sales of property, plant and equipment | 81.5 | 4.2 |
Acquisitions of business, net of cash acquired | (35,109.9) | (119.2) |
Net cash (used in) investing activities | (34,470.3) | (177.8) |
Cash Flows From Financing Activities: | ||
Proceeds from borrowings of long-term indebtedness | 26,456.4 | 3,676.2 |
Proceeds from borrowings on credit facility and other | 2,882 | 80 |
Debt issuance and other financing costs | (310.8) | (51.9) |
Payments on debt, including capital lease obligations | (4,096.2) | (467.8) |
Payments of contingent consideration | (92) | (7.8) |
Dividend to Parent | (68.8) | |
Contribution from Parent | 9,000.8 | |
Net cash provided by financing activities | 33,771.4 | 3,228.7 |
Effect of currency exchange rate changes on cash and cash equivalents | (3.1) | (3.8) |
Movement in cash held for sale | 37 | |
Net increase in cash and cash equivalents | 1,221.1 | 3,969.6 |
Cash and cash equivalents at beginning of period | 244.3 | 323.5 |
Cash and cash equivalents at end of period | 1,465.4 | $ 4,293.1 |
Allergan, Inc. [Member] | ||
Schedule of Non-Cash Investing and Financing Activities | ||
Non-cash equity issuance for the Acquisition of Allergan net assets | $ 34,687.2 |
General
General | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General | NOTE 1 — General Allergan plc is a global specialty pharmaceutical company engaged in the development, manufacturing, marketing, and distribution of brand name (“brand”, “branded” or “specialty brand”), medical aesthetics, generic, branded generic, biosimilar and over-the-counter (“OTC”) pharmaceutical products. The Company has operations in more than 100 countries. Warner Chilcott Limited is a wholly owned subsidiary of Allergan plc and it has the same principal business activities. As a result of the Allergan Acquisition (defined below) which closed on March 17, 2015, the Company expanded its franchises to include ophthalmology, neurosciences and medical aesthetics/dermatology/plastic surgery, which complements the Company’s existing central nervous system, gastroenterology, women’s health and urology franchises. The combined company benefits significantly from Allergan Inc’s. (“Legacy Allergan”) global brand equity and consumer awareness of key products, including Botox ® ® The accompanying consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2014 (“Annual Report”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted from the accompanying consolidated financial statements. The accompanying year end consolidated balance sheet was derived from the audited financial statements included in the Annual Report. The accompanying interim financial statements are unaudited, and reflect all adjustments which are in the opinion of management, necessary for a fair statement of the Company’s consolidated financial position, results of operations, comprehensive income / (loss) and cash flows for the periods presented. Unless otherwise noted, all such adjustments are of a normal, recurring nature. All intercompany transactions and balances have been eliminated in consolidation. The Company’s results of operations, comprehensive income / (loss) and cash flows for the interim periods are not necessarily indicative of the results of operations, comprehensive income / (loss) and cash flows that it may achieve in future periods. References throughout to “we,” “our,” “us,” the “Company” or “Allergan” refer to financial information and transactions of Allergan plc. References to “Warner Chilcott Limited” refer to Warner Chilcott Limited, the Company’s indirect wholly owned subsidiary, and, unless the context otherwise requires, its subsidiaries. In connection with the Allergan Acquisition, the Company changed its name from Actavis plc to Allergan plc. Actavis plc’s ordinary shares were traded on the NYSE under the symbol “ACT” until the opening of trading on June 15, 2015, at which time Actavis plc changed its corporate name to “Allergan plc” and changed its ticker symbol to “AGN.” Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Allergan plc is the successor issuer to Actavis plc’s ordinary shares which are deemed to be registered under Section 12(b) of the Exchange Act, and Allergan plc is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder. Effective July 26, 2015 we entered into a master purchase agreement under which Teva Pharmaceutical Industries Ltd. (“Teva”) agreed to acquire our global generic pharmaceuticals business and certain other assets for $40.5 billion. We will receive $33.75 billion in cash and $6.75 billion in Teva stock. Under the agreement, Teva will acquire our global generics business, including the United States (“U.S.”) and international generic commercial units, third-party supplier Medis, global generic manufacturing operations, the global generic R&D unit, the international over-the-counter (OTC) commercial unit (excluding OTC eye care products) and some established international brands. The results of these operations are primarily reflected in our International Brands and Global Generics segments, along with certain shared general and administrative corporate costs. The transaction is subject to customary closing conditions and expected to close in 2016. |
Reconciliation of Warner Chilco
Reconciliation of Warner Chilcott Limited Results to Allergan plc Results | 6 Months Ended |
Jun. 30, 2015 | |
Adjusted Earnings Before Interest Taxes Depreciation And Amortization And Other Non Cash Items [Abstract] | |
Reconciliation of Warner Chilcott Limited Results to Actavis plc Results | NOTE 2 – Reconciliation of Warner Chilcott Limited results to Allergan plc results Warner Chilcott Limited is an indirect wholly-owned subsidiary of Allergan plc (together with other Warner Chilcott Limited parents, or “Parent”), the ultimate parent of the group. The results of Warner Chilcott Limited are consolidated into the results of Allergan plc. Due to the deminimis activity between Allergan plc and Warner Chilcott Limited, references throughout this filing relate to both Allergan plc and Warner Chilcott Limited. Warner Chilcott Limited representations relate only to itself and not to any other company. Except where otherwise indicated, and excluding certain insignificant cash and non-cash transactions at the Allergan plc level, these notes relate to the consolidated financial statements for both separate registrants, Allergan plc and Warner Chilcott Limited. In addition to certain inter-company payable and receivable amounts between the entities, the following is a reconciliation of the results of Warner Chilcott Limited to Allergan plc ($ in millions): June 30, 2015 December 31, 2014 Allergan Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference Cash and cash equivalents $ 1,517.9 $ 1,465.4 $ 52.5 $ 250.0 $ 244.3 $ 5.7 Accounts receivable, net 4,420.1 4,420.1 — 2,372.3 2,371.6 0.7 Prepaid expenses and other current assets 1,004.8 1,000.7 4.1 733.4 730.5 2.9 Property, plant and equipment, net 2,859.0 2,859.0 — 1,594.7 1,593.8 0.9 Accounts payables and accrued liabilities 5,945.0 5,907.6 37.4 4,170.6 4,167.5 3.1 Three months ended June 30, 2015 Six months ended June 30, 2015 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 480.2 $ 476.0 $ 4.2 $ 1,173.2 $ 1,165.4 $ 7.8 Operating (loss) / income (162.9 ) (158.7 ) (4.2 ) (484.8 ) (477.0 ) (7.8 ) (Loss) / income before income taxes and noncontrolling interest (548.9 ) (544.7 ) (4.2 ) (1,238.9 ) (1,231.1 ) (7.8 ) (Benefit) / provision for income taxes (307.3 ) (307.3 ) — (485.0 ) (485.0 ) — Net (loss) / income (241.6 ) (237.4 ) (4.2 ) (753.9 ) (746.1 ) (7.8 ) Dividends on preferred stock 69.6 — 69.6 92.8 — 92.8 Three months ended June 30, 2014 Six months ended June 30, 2014 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 270.1 $ 262.6 $ 7.5 $ 545.9 $ 539.0 $ 6.9 Operating (loss) / income 206.1 213.6 (7.5 ) 414.0 420.9 (6.9 ) (Loss) / income before income taxes and noncontrolling interest 92.4 99.9 (7.5 ) 233.5 240.4 (6.9 ) (Benefit) / provision for income taxes 43.6 36.9 6.7 88.0 81.3 6.7 Net (loss) / income 48.8 63.0 (14.2 ) 145.5 159.1 (13.6 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 — Summary of Significant Accounting Policies The following are interim updates to certain of the policies described in “Note 4” of the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2014 included in the Annual Report. Revenue Recognition Including Multiple-Element Arrangements General Revenue from product sales is recognized when title and risk of loss to the product transfers to the customer, which is based on the transaction shipping terms. Recognition of revenue also requires reasonable assurance of collection of sales proceeds, the seller’s price to the buyer to be fixed or determinable and the completion of all performance obligations. The Company warrants products against defects and for specific quality standards, permitting the return of products under certain circumstances. Product sales are recorded net of all sales-related deductions including, but not limited to: chargebacks, trade discounts, billback adjustments, sales returns and allowances, commercial and government rebates, customer loyalty programs and fee for service arrangements with certain distributors, which we refer to in the aggregate as “SRA” allowances. 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 when revenue can be reasonably measured. Multiple-Element Arrangements 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 Accounting Standards 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. Provisions for SRAs 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 gross revenue from the sale of products, an estimate of SRA is recorded, which reduces the product revenues. Accounts receivable and/or accrued liabilities are also reduced and/or increased by the SRA amount. These provisions are estimated based on historical payment experience, historical relationship of the deductions to gross product revenues, government regulations, estimated utilization or redemption rates, estimated customer inventory levels and current contract sales terms. The estimation process used to determine our SRA provision has been applied on a consistent basis and no material revenue 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. Chargebacks — 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 certain 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 recipients 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, third-party managed care and Medicare Part D rebates, Medicaid rebates and other government rebates. Rebates are accrued based on an estimate of claims to be paid for product sold into trade by the Company. Volume rebates are generally offered to customers as an incentive to use 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 third-party 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 provisions for government rebates are based, in part, upon historical experience of claims submitted by the various states / authorities, contractual terms and government regulations. We monitor legislative changes to determine what impact such legislation may have on our provision. Cash Discounts — Cash discounts are provided to customers that pay within a specific period. The provision for cash discounts is estimated based upon invoice billings and historical customer payment experience. The Company’s experience of payment history is fairly consistent and most customer payments qualify for the cash discount. Returns and Other Allowances — The Company’s provision for returns and other allowances include returns, pricing adjustments, promotional allowances, 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 policy, credits for customer returns of products are applied against outstanding account activity or are settled in cash. Product exchanges are not permitted. Customer returns of product are generally not resalable. 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. Pricing adjustments, 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 customers and includes estimates of existing customer inventory levels based upon their historical purchasing patterns. We regularly monitor all price changes to 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 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. Loyalty cards allow the end user patients a discount per prescription and is accrued based on historical experience, contract terms and the volume of product and cards in the distribution channel. Accounts receivable balances in the Company’s consolidated financial statements are presented net of SRA estimates. SRA balances in accounts receivable were $1,419.4 million and $1,660.9 million at June 30, 2015 and December 31, 2014, respectively. SRA balances within accounts payable and accrued expenses were $1,847.5 million and $1,323.4 million at June 30, 2015 and December 31, 2014, respectively. The movements in the SRA reserve balances in the six months ended June 30, 2015 are as follows (in millions): Balance as of December 31, 2014 $ 2,984.3 Acquired reserves in the Allergan Acquisition (defined below) 429.5 Provision to reduce gross product sales to net product sales 6,751.3 Payments and other (6,898.2 ) Balance as of June 30, 2015 $ 3,266.9 The provisions recorded to reduce gross product sales to net product sales were as follows ($ in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Gross product sales $ 9,252.0 $ 4,505.7 $ 16,635.5 $ 8,834.7 Provisions to reduce gross product sales to net product sales (3,561.3 ) (1,879.7 ) (6,751.3 ) (3,611.8 ) Net product sales $ 5,690.7 $ 2,626.0 $ 9,884.2 $ 5,222.9 Percentage of provisions to gross sales 38.5 % 41.7 % 40.6 % 40.9 % The movement in the percentage of provisions to gross sales is a result of changes in product mix, competition and channels of distribution. In the six months ended June 30, 2015, the Company increased sales of branded products, which lowered the provision percentage. Offsetting this, was the impact of increased generic competition on some of the Company’s larger generic products which increased the rebates offered, as well as a higher portion of sales going through the wholesale channel, which has the impact of raising the rebate and chargeback percentages. Warranties As a result of the Allergan Acquisition, the Company provides warranty programs for breast implant sales primarily in the United States, Europe and certain other countries. Management estimates the amount of potential future claims from these warranty programs based on actuarial analyses. Expected future obligations are determined based on the history of product shipments and claims and are discounted to a current value. The provision for warranty expense in the six months ended June 30, 2015 was $1.7 million. The liability is included in both current and long-term liabilities in the Company’s consolidated balance sheets and amounted to $8.5 million and $30.3 million, respectively, as of June 30, 2015. The U.S. programs include the ConfidencePlus ® ConfidencePlus ® ConfidencePlus ® ConfidencePlus ® Goodwill and Intangible Assets with Indefinite-Lives General 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 impact to net (loss) / income and (loss) / 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. Upon abandonment, the assets are impaired. 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, research and development (“R&D”) costs, selling and marketing costs and other costs which may be allocated), 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, and 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, market risk and regulatory risk. Changes in these assumptions 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. Annual Testing During the second quarter of 2015, we performed our annual impairment assessment of goodwill. We also assessed IPR&D intangible assets and trade name intangible assets with indefinite-lives for impairment. The Company utilized a discount rate for its reporting units of 10.0% and long-term growth rates ranging from 0.0% to 5.0% in its estimation of fair value. The factors used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management. Changes in the key assumptions by management can change the results of testing. The Company determined there was no impairment associated with goodwill or trade name intangible assets. During the second quarter of 2015, the Company recorded a $197.6 million impairment related to IPR&D for select projects as the Company revised its sales forecast of certain assets as well as the timing of the launch of certain projects. 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. Refer to “NOTE 19 — Commitments and Contingencies” for more information. Earnings Per Share (“EPS”) The Company computes 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 ordinary 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. Diluted EPS also includes the impact of ordinary share equivalents to be issued upon the mandatory conversion of the Company’s preferred shares. Ordinary share equivalents have been excluded where their inclusion would be anti-dilutive. A reconciliation of the numerators and denominators of basic and diluted EPS consisted of the following (in millions, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 EPS — basic Net (loss) / income attributable to ordinary shareholders $ (312.7 ) $ 48.7 $ (847.9 ) $ 145.2 Basic weighted average ordinary shares outstanding 392.6 174.2 341.3 174.0 EPS — basic $ (0.80 ) $ 0.28 $ (2.48 ) $ 0.83 EPS — diluted Net (loss) / income attributable to ordinary shareholders $ (312.7 ) $ 48.7 $ (847.9 ) $ 145.2 Basic weighted average ordinary shares outstanding 392.6 174.2 341.3 174.0 Effect of dilutive securities: Dilutive stock awards — 0.8 — 1.0 Diluted weighted average ordinary shares outstanding 392.6 175.0 341.3 175.0 EPS — diluted $ (0.80 ) $ 0.28 $ (2.48 ) $ 0.83 Stock awards to purchase 5.1 million and 4.7 million ordinary shares for the three and six months ended June 30, 2015, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive. The weighted average impact of ordinary share equivalents of 16.7 million and 11.1 million for the three and six months ended June 30, 2015, respectively, which are anticipated to result from the mandatory conversion of the Company’s preferred shares were not included in the calculation of diluted EPS as their impact would be anti-dilutive. There were no anti-dilutive shares for the three and six months ended June 30, 2014. 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. The Company also incurs costs with contract terminations and costs of transferring products as part of restructuring activities. Refer to “NOTE 18 — Business Restructuring Charges” for more information. Recent Accounting Pronouncements In April 2015, the FASB issued guidance which changes the classification of debt issuance costs, from being an asset on the balance sheet to netting the costs against the carrying value of the debt. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management believes that the adoption of this guidance will not have a material impact on our financial statements. |
Acquisitions and Other Agreemen
Acquisitions and Other Agreements | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Other Agreements | NOTE 4 — Acquisitions and Other Agreements During the six months ended June 30, 2015 and the year ended December 31, 2014, the Company acquired material assets and businesses. The pro forma results of the businesses acquired that materially impacted the reported results of the Company are as follows (unaudited; $ in millions except per share information): Six Months Ended June 30, 2015 As reported Allergan Acquisition Pro Forma Net Revenue $ 9,989.2 $ 1,523.0 $ 11,512.2 Net (loss) / income attributable to ordinary shareholders $ (847.9 ) $ 377.7 $ (470.2 ) Net (loss) per share Basic $ (2.48 ) $ (1.19 ) Diluted $ (2.48 ) $ (1.19 ) Three Months Ended June 30, 2014 As reported Allergan Acquisition Forest Acquisition Pro Forma Net Revenue $ 2,667.2 $ 1,864.2 $ 1,157.1 $ 5,688.5 Net income / (loss) attributable to ordinary shareholders $ 48.7 $ (760.9 ) $ 490.1 $ (222.1 ) Net income / (loss) per share Basic $ 0.28 $ (0.57 ) Diluted $ 0.28 $ (0.57 ) Six Months Ended June 30, 2014 As reported Allergan Acquisition Forest Acquisition Pro Forma Net Revenue $ 5,322.3 $ 3,507.2 $ 2,307.8 $ 11,137.3 Net income / (loss) attributable to ordinary shareholders $ 145.2 $ (1,781.5 ) $ 142.4 $ (1,493.9 ) Net income / (loss) per share Basic $ 0.83 $ (3.84 ) Diluted $ 0.83 $ (3.84 ) Pro forma net (loss) per share includes the impact of share issuances as part of the respective acquisitions. 2015 Transactions The following are the material transactions that were entered into / completed in the six months ended June 30, 2015. Kythera On June 17, 2015, the Company announced that it has agreed to acquire Kythera Biopharmaceuticals (“Kythera”), for $75 per share, or approximately $2.1 billion. Kythera is focused on the discovery, development and commercialization of novel prescription aesthetic products. Kythera’s lead product is Kybella ® Auden Mckenzie On May 29, 2015 the Company acquired Auden Mckenzie Holdings Limited (“Auden”), a company specializing in the development, licensing and marketing of niche generic medicines and proprietary brands in the United Kingdom (“UK”) and across Europe for approximately 323.7 million British Pounds, or $495.9 million (the “Auden Acquisition”). Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value The Auden Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. As of June 30, 2015, certain amounts relating to the valuation of tax related matters, intangible assets and inventory have not been finalized. The following table summarizes the preliminary fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date ($ in millions): Amount Cash and cash equivalents $ 32.2 Inventory 49.1 IPR&D intangible assets 38.6 Intangible assets 342.4 Goodwill 123.3 Other assets and liabilities 7.2 Contingent consideration (17.3 ) Deferred tax liabilities, net (79.6 ) Net assets acquired $ 495.9 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”). 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 fair value of the IPR&D and CMP intangible assets was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rate used to arrive at the present value of CMPs was 15.0% and for IPR&D intangible assets was 16.0% 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 acquired intangible assets represent generic products with multiple useful lives across multiple therapeutic areas. Goodwill Goodwill resulting from the Auden Acquisition is assigned to our Global Generics segment and is not deductible for tax purposes. Goodwill in the transaction is due to anticipated synergies in the UK market. Contingent Consideration As part of the acquisition, the Company is required to pay the former shareholders of Auden amounts based on the results of a specified product. The Company estimated the acquisition accounting fair value of the contingent consideration to be $17.3 million using a probability weighted approach that considered the possible outcomes of the scenarios relating to the specified product. 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. Australia During the first quarter of 2015, the Company entered into an agreement with Amneal Pharmaceuticals LLC to divest the Australian generics business for upfront consideration of $5.0 million plus future royalties, which closed on May 1, 2015 (the “Australia Transaction”). As a result of holding the assets for sale as of March 31, 2015, the Company impaired intangible assets of $36.1 million, miscellaneous assets and goodwill allocated to the business of $2.5 million in the six months ended June 30, 2015. In addition, the Company recognized a loss on the sale of the business, which is included as a component of other (expense) income of $13.6 million in the three and six months ended June 30, 2015. Allergan Acquisition On March 17, 2015, the Company acquired Allergan, Inc. for approximately $77.0 billion including outstanding indebtedness assumed of $2.2 billion, cash consideration of $40.1 billion and equity consideration of $34.7 billion, which includes outstanding equity awards (the “Allergan Acquisition”). Under the terms of the agreement, Legacy Allergan shareholders received 111.2 million of the Company’s ordinary shares, 7.0 million of the Company’s non-qualified stock options and 0.5 million of the Company’s share units. The addition of Allergan Inc.’s therapeutic franchises in ophthalmology, neurosciences and medical aesthetics/dermatology/plastic surgery complements the Company’s existing central nervous system, gastroenterology, women’s health and urology franchises. The combined company will also benefit significantly from Legacy Allergan’s global brand equity and consumer awareness of key products, including Botox ® ® Assets Acquired and Liabilities Assumed at Fair Value The transaction has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. As of June 30, 2015, certain amounts relating to the valuation tax related matters, SRAs, inventories and intangible assets have not been finalized. The finalization of these matters may result in changes to goodwill. The Company expects to finalize such matters by the end of 2015. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and reflecting purchase accounting adjustments identified during the quarter ($ in millions): Preliminary Values as of March 31, 2015 Measurement Period Adjustments Preliminary Values as of June 30, 2015 Cash and cash equivalents $ 5,424.5 $ — $ 5,424.5 Accounts receivable 962.7 (14.0 ) 948.7 Inventories 1,223.2 (4.6 ) 1,218.6 Other current assets 318.8 — 318.8 Property, plant and equipment, net 1,202.5 12.0 1,214.5 Other long-term assets 189.3 — 189.3 IPR&D intangible assets 11,010.0 (100.0 ) 10,910.0 Intangible assets 45,050.5 (20.0 ) 45,030.5 Goodwill 26,368.5 102.9 26,471.4 Current liabilities (1,212.2 ) (5.3 ) (1,217.5 ) Contingent consideration (379.1 ) (4.6 ) (383.7 ) Deferred tax liabilities, net (12,512.9 ) 33.6 (12,479.3 ) Other taxes payable (82.4 ) — (82.4 ) Other long-term liabilities (622.0 ) — (622.0 ) Outstanding indebtedness (2,183.5 ) — (2,183.5 ) Net assets acquired $ 74,757.9 $ — $ 74,757.9 Consideration The total consideration for the Allergan Acquisition of $74.8 billion is comprised of the equity value of shares that were outstanding and vested prior to March 17, 2015 of $33.9 billion, the portion of outstanding equity awards deemed to have been earned as of March 17, 2015 of $0.8 billion and cash of $40.1 billion. The portion of outstanding equity awards deemed not to have been earned of $843.1 million as of March 17, 2015 will be expensed over the remaining future vesting period, including $126.4 million and $395.0 million in the three and six months ended June 30, 2015, respectively. Inventories The fair value of inventories acquired included an acquisition accounting fair market value step-up of $923.9 million. In the three and six months ended June 30, 2015, the Company recognized $433.4 million and $504.4 million, respectively, as a component of cost of sales as the inventory acquired was sold to the Company’s customers. Included in finished goods inventory as of June 30, 2015, was $419.5 million, relating to the remaining fair value step-up associated with the Allergan Acquisition. IPR&D and Intangible Assets The fair value of the intangible assets was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rate used to arrive at the present value at the acquisition date of CMPs was 10.0% and for IPR&D intangibles ranged from 10.0% to 11.0% 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 using the economic benefit of intangible assets: Amount recognized as of the acquisition date Weighted average useful lives (years) Definite lived assets Restasis ® $ 3,970.0 4.0 Refresh ® ® 2,720.0 7.6 Other Eye Care Products 6,690.0 4.2 Botox ® 22,580.0 8.0 Aczone ® 160.0 1.3 Other Skin Products 820.0 5.0 Other Aesthetics 6,350.0 6.0 Total CMP 43,290.0 6.7 Trade name 690.0 4.5 Customer relationships 1,050.5 3.4 Total definite lived assets 45,030.5 6.6 In-process research and development Eye Care 6,420.0 Botox ® 810.0 Aesthetics 2,560.0 Other 1,120.0 Total IPR&D 10,910.0 Total intangible assets $ 55,940.5 Goodwill Among the primary reasons the Company acquired Allergan and factors that contributed to the preliminary recognition of goodwill were to expand the Company’s product portfolio, and to acquire certain benefits from the Legacy Allergan pipeline and the expectation of certain synergies. The goodwill recognized from the Allergan Acquisition, which includes the increase in the purchase price resulting from the movement in Allergan plc’s share price from the date of announcing the deal, until the date of acquisition, is not deductible for tax purposes. Goodwill from the Allergan Acquisition of $14,171.9 million, $3,679.8 million, $6,372.5 million, and $2,247.2 million was assigned to the US Brands, US Medical Aesthetics, International Brands, and Global Generics segments, respectively. Contingent Consideration The Company acquired certain contingent obligations classified as contingent consideration related to historical business combinations. Additional consideration is conditionally due 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 acquired to be $383.7 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. Retirement Plans The Company acquired post-retirement plans as part of the Allergan Acquisition including defined benefit pension plans in the United States and Europe which had a net liability balance of $302.6 million. As of March 17, 2015, the Allergan Inc. defined benefit pension plans had assets with a fair value of $1,042.0 million, which include cash and cash equivalents of $13.6 million, equity securities of $480.1 million, and fixed income securities of $548.3 million. In addition, the Company acquired other benefit obligations which had an acquisition date fair value of assets of $117.1 million and an acquisition date fair value of liabilities of $120.0 million. Prior to the Allergan Acquisition, Legacy Allergan froze most of their defined benefit plans. As a result, the company anticipates deminimis service costs in its statement of operations. Deferred Tax Liabilities, Net Deferred tax liabilities, net, include the impact resulting from identifiable intangible assets and inventory fair value adjustments. These adjustments create excess book basis over the tax basis which is multiplied by the statutory tax rate for the jurisdiction in which the deferred taxes exist. Acquisition-Related Expenses As a result of the acquisition, the Company incurred the following transaction and integration costs in the three and six months ended June 30, 2015 ($ in millions): Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Cost of sales Stock-based compensation acquired for Legacy Allergan employees $ 7.4 $ 14.3 Acquisition, integration and restructuring related charges 6.8 21.3 Research and development Stock-based compensation acquired for Legacy Allergan employees 36.1 91.6 Acquisition, integration and restructuring related charges 6.8 67.4 Selling and marketing Stock-based compensation acquired for Legacy Allergan employees 39.7 62.9 Acquisition, integration and restructuring related charges 10.6 72.8 General and administrative Stock-based compensation acquired for Legacy Allergan employees 43.2 226.2 Acquisition related expenditures — 65.5 Acquisition, integration and restructuring related charges 48.8 179.4 Other (expense) income Bridge loan facilities expense (1.9 ) (264.9 ) Interest rate lock — 30.9 Total transaction and integration costs $ 201.3 $ 1,035.4 Respiratory Business As part of the Forest Acquisition (defined below), we acquired certain assets that comprised a respiratory business. During the year ended December 31, 2014, we held for sale the respiratory assets of $734.0 million, including allocated goodwill to this unit of $309.1 million. On February 5, 2015, the Company announced the sale of its respiratory business to AstraZeneca plc (“AstraZeneca”) for consideration of $600.0 million upon closing, additional funds to be received for the sale of certain of our inventory to AstraZeneca and low single-digit royalties above a certain revenue threshold. AstraZeneca also paid Actavis an additional $100.0 million, and Allergan has agreed to a number of contractual consents and approvals, including certain amendments to the ongoing collaboration agreements between AstraZeneca and Allergan (the “Respiratory Sale”). The transaction closed on March 2, 2015. As a result of the final terms of the agreement, in the six months ended June 30, 2015, the Company recognized an incremental charge in cost of sales (including the acquisition accounting fair value mark-up of inventory) relating to inventory that will not be sold to AstraZeneca of $35.3 million. In the quarter ended June 30, 2015, the Company recorded an out-of-period pre-tax expense of $38.8 million related to the write off of royalty rights that expired in April 2015 in connection with the first quarter 2015 transaction. The impact of the out-of-period adjustment is not material to either the three months ended March 31, 2015 or the three months ended June 30, 2015. The Company recognized a loss in other (expense) income for the sales of the business of $38.8 million and $5.3 million, in the three and six months ended June 30, 2015, respectively. Pharmatech As part of the Forest Acquisition, the Company acquired certain manufacturing plants and contract manufacturing agreements within our Aptalis Pharmaceutical Technologies (“Pharmatech”) entities. In accordance with acquisition accounting, the assets were fair valued on July 1, 2014 as assets held in use, including market participant synergies anticipated under the concept of “highest and best use”. During the fourth quarter of 2014, the decision was made to hold these assets for sale as one complete unit, without integrating the unit and realizing anticipated synergies. During the year ended December 31, 2014, the Company recognized an impairment on assets held for sale of $189.9 million (the “Pharmatech Transaction”) which included a portion of goodwill allocated to this business unit. In the second quarter of 2015, the Company completed the divestiture of the Pharmatech business. 2014 Transactions The following are the material transactions that were completed in the year ended December 31, 2014. Durata Therapeutics Acquisition On November 17, 2014, the Company completed its tender offer to purchase all of the outstanding shares of Durata Therapeutics, Inc. (“Durata”), an innovative pharmaceutical company focused on the development and commercialization of novel therapeutics for patients with infectious diseases and acute illnesses (the “Durata Acquisition”). Allergan purchased all outstanding shares of Durata, which were valued at approximately $724.5 million, including the assumption of debt. Additionally, there is one contingent value right (“CVR”) per share, entitling the holder to receive additional cash payments of up to $5.00 per CVR if certain regulatory or commercial milestones related to Durata’s lead product Dalvance™ are achieved. The CVR had an acquisition date fair value of $49.0 million. Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value The Durata Acquisition 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. The following table summarizes the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date (in millions): Final Values Cash and cash equivalents $ 17.8 Inventory 21.0 IPR&D intangible assets 249.0 Intangible assets 480.0 Goodwill 75.8 Other assets and liabilities (30.2 ) Contingent consideration (49.0 ) Deferred tax liabilities, net (39.9 ) Outstanding indebtedness (67.0 ) Net assets acquired $ 657.5 IPR&D and Intangible Assets The fair value of the IPR&D and CMP intangible assets was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rate used to arrive at the present value of CMPs was 9.5% and for IPR&D intangible assets was 10.5% 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. Contingent Consideration At the time of the acquisition, additional consideration was conditionally due to the seller based upon the approval of Dalvance TM Furiex Acquisition On July 2, 2014, the Company completed an agreement to acquire Furiex Pharmaceuticals, Inc. (“Furiex”) in an all-cash transaction (the “Furiex Acquisition”) valued at $1,156.2 million (including the assumption of debt) and up to approximately $360.0 million in a CVR that may be payable based on the designation of eluxadoline, Furiex’s lead product, as a controlled drug following approval (if any) which had an acquisition accounting fair value of $88.0 million on the date of acquisition (included in the value of $1,156.2 million). In the second quarter of 2015, the Company received approval from the FDA of the eluxadoline product, Viberzi ® Viberzi ® ® · If Viberzi ® · If Viberzi ® · If Viberzi ® · If Viberzi ® In connection with the close of the Furiex Acquisition, the Company further announced that it has closed the transaction related to the sale of Furiex’s royalties on Alogliptin and Priligy ® Contingent Consideration Additional consideration is conditionally due to the seller based upon the status of eluxadoline as a controlled drug, if any. The Company estimated the acquisition accounting fair value of the contingent consideration to be $88.0 million using a probability weighted 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 the payment, and probability of success rates and discount adjustments on the related cash flows. In the second quarter of 2015, the Company updated the probability weighted outcomes of the contingent liability for Viberzi ® Forest Laboratories On July 1, 2014, the Company acquired Forest Laboratories, Inc. (“Forest”) for $30.9 billion including outstanding indebtedness assumed of $3.3 billion, equity consideration of $20.6 billion, which includes outstanding equity awards, and cash consideration of $7.1 billion (the “Forest Acquisition”). Under the terms of the transaction, Forest shareholders received 89.8 million Allergan plc ordinary shares, 6.1 million Allergan plc non-qualified stock options and 1.1 million Allergan plc share units. Forest was a leading, fully integrated, specialty pharmaceutical company largely focused on the United States market. Forest marketed a portfolio of branded drug products and developed 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. 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. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Final Values Cash and cash equivalents $ 3,424.2 Accounts receivable 496.2 Inventories 1,455.8 Other current assets 261.2 Current assets held for sale 87.1 Property, plant and equipment, net 221.1 Other long-term assets 84.1 IPR&D intangible assets 1,362.0 Intangible assets 11,515.5 Goodwill 16,403.6 Current liabilities (1,372.1 ) Deferred tax liabilities, net (2,277.3 ) Other taxes payable (618.4 ) Other long-term liabilities (120.0 ) Outstanding indebtedness (3,261.9 ) Net assets acquired $ 27,661.1 Consideration The total consideration for the Forest Acquisition of $27.7 billion is comprised of the equity value of shares that were outstanding and vested prior to July 1, 2014 of $20.0 billion, the portion of outstanding equity awards deemed to have been earned as of July 1, 2014 of $568.1 million and cash of $7.1 billion. The portion of outstanding equity awards deemed not to have been earned of $570.4 million as of July 1, 2014 will be expensed over the remaining future vesting period, including $29.9 million and $87.8 million in the three and six months ended June 30, 2015, respectively. Inventories The fair value of inventories acquired included an acquisition accounting fair market value step-up of $1,036.3 million. In the three and six months ended June 30, 2015, the Company recognized $49.8 million and $186.6 million, respectively, as a component of cost of sales as the inventory acquired on July 1, 2014 was sold to the Company’s customers in addition to a write-off associated with the Respiratory Sale. Included in finished goods inventory as of June 30, 2015 was $58.2 million, relating to the remaining fair value step-up associated with the Forest Acquisition. Acquisition-Related Expenses As a result of the Forest Acquisition, the Company incurred the following transaction and integration costs in the three and six months ended June 30, 2015 ($ in millions): Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Cost of sales Stock-based compensation acquired for Forest employees $ 1.5 $ 2.7 Severance related charges 0.1 1.1 Research and development Stock-based compensation acquired for Forest employees 8.5 24.5 Severance related charges — 8.8 Selling and marketing Stock-based compensation acquired for Forest employees 8.8 28.4 Severance related charges 0.1 16.9 General and administrative Stock-based compensation acquired for Forest employees 11.1 32.2 Other integration charges 28.1 29.7 Severance related charges 1.2 12.6 Total transaction and integration costs $ 59.4 $ 156.9 Western European Divestiture During the year ended December 31, 2013, the Company held for sale its then current commercial infrastructure in France, Italy, Spain, Portugal, Belgium, Germany and the Netherlands, including products, marketing authorizations and dossier license rights. On January 17, 2014, the Company announced its intention to enter into an agreement with Aurobindo Pharma Limited (“Aurobindo”) to sell these businesses. On April 1, 2014, the Company completed the sale of the assets in Western Europe for a loss of $20.9 million. 2013 Transactions The following are the material transactions that were completed in the year ended December 31, 2013. Acquisition of Warner Chilcott On October 1, 2013, the Company completed the acquisition of Warner Chilcott plc (“Warner Chilcott”) in a stock for stock transaction for a value, including the assumption of debt, of $9.2 billion (the “Warner Chilcott Acquisition”). 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. Inventories In the six months ended June 30, 2015, the Company recognized $1.9 million of fair value step-up as a component of cost of sales as the inventory acquired on October 1, 2013 was sold to the Company’s customers. In the three and six months ended June 30, 2014, the Company recognized $84.9 million and $209.5 million of step-up as a component of cost of sales, respectively. |
Assets Held For Sale
Assets Held For Sale | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Assets Held For Sale | NOTE 5 – Assets Held For Sale The following represents net assets held for sale ($ in millions): June 30, 2015 December 31, Accounts receivable, net $ — $ 17.7 Inventories — 161.5 Prepaid expenses and other assets 38.0 197.5 Intangible assets — 453.0 Goodwill — 309.1 Impairment on assets held for sale — (189.6 ) Total assets held for sale $ 38.0 $ 949.2 Accounts payable and accrued expenses $ — $ 25.9 Total liabilities held for sale $ — $ 25.9 Net assets held for sale $ 38.0 $ 923.3 As of June 30, 2015, the Company had the followings assets held for sale: · Properties acquired in the Forest Acquisition including the following remaining assets from those held for sale at December 31, 2014: · Commack, Long Island - $12.3 million · Hauppauge, New York - $12.9 million · Facilities in Corona, California of $2.8 million. · A facility in Ontario, Canada of $4.8 million. · Facilities in Irvine, California of $5.2 million. As of December 31, 2014, the Company included the following assets held for sale: · Certain intangible assets and related inventory for products sold under the respiratory therapeutic unit. The book value of the respiratory assets held for sale was $734.0 million as of December 31, 2014, including allocated goodwill to this unit included within US Brands of $309.1 million. The transaction closed on March 2, 2015. · Assets in connection with the Pharmatech Transaction, which included assets held for sale of $97.2 million and liabilities held for sale of $25.9 million. The transaction closed in the second quarter of 2015. · Properties acquired in the Forest Acquisition including: · Commack, Long Island - $46.4 million · St. Louis, Missouri - $20.4 million · Hauppauge, New York - $14.8 million · Facilities in Corona, California of $36.2 million. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | NOTE 6 — 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 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. The Company grants awards with the following features: · Time-based vesting restricted stock awards; · Performance-based restricted stock awards measured to the EBITDA, as defined, of the Company or other performance-based targets defined by the Company; · Performance-based restricted stock awards measured to the Total Stockholders Return, compared to pre-defined metrics; · Non-qualified options to purchase outstanding shares; and · Cash-settled awards recorded as a liability. These cash settled awards are based on pre-established earnings per share, total shareholder returns and cost savings targets. 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. Restricted stock awards are grants that entitle the holder to 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. The Company’s equity award plans include the acquired awards from the Allergan Acquisition (“2015 Acquired Awards”) and the acquired awards from the Forest Acquisition (“2014 Acquired Awards”). Fair Value Assumptions All restricted stock and restricted stock units (whether time-based vesting or performance-based vesting), are granted and expensed, using the fair value per share on the applicable grant date, over the applicable vesting period. Non-qualified options to purchase ordinary shares are 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 is determined on the applicable grant dates using the Black-Scholes method of valuation and that amount is recognized as an expense over the vesting period. Using the Black-Scholes valuation model, the fair value of options is based on the following assumptions: 2015 Grants 2015 Awards 2014 Grants 2014 Acquired Awards Dividend yield 0 % 0 % 0 % 0 % Expected volatility 26.0 - 29.0% 26.0 % 29.0 % 28.0 % Risk-free interest rate 1.9 % 0.1 – 1.9 % 1.9 – 2.2 % 0 - 2.1 % Expected term (years) 7.0 - 7.5 up to 6.9 7.5 up to 6.4 Share-Based Compensation Expense Share-based compensation expense recognized in the Company’s results of operations for the three months ended June 30, 2015 and 2014 were as follows ($ in millions): Three Months Ended June 30, 2015 2014 Equity based compensation awards $ 175.2 $ 14.5 Cash-settled equity awards in connection with the Allergan Acquisition — — Non equity-settled awards other — — Total stock-based compensation expense $ 175.2 $ 14.5 Share-based compensation expense recognized in the Company’s results of operations for the six months ended June 30, 2015 and 2014 was as follows ($ in millions): Six Months Ended June 30, 2015 2014 Equity based compensation awards $ 400.7 $ 31.2 Cash-settled equity awards in connection with the Allergan Acquisition 127.1 — Non equity-settled awards other — — Total stock-based compensation expense $ 527.8 $ 31.2 Included in the equity-based compensation awards for the three months ended June 30, 2015 is the impact of accelerations and step-ups relating to the acquisition accounting treatment of outstanding awards acquired in the Allergan and Forest Acquisitions of $105.5 million and $26.0 million, respectively. Included in the equity-based compensation awards for the six months ended June 30, 2015 is the impact of accelerations and step-ups relating to the acquisition accounting treatment of outstanding awards acquired in the Allergan and Forest Acquisitions of $239.8 million and $70.9 million, respectively. Unrecognized future stock-based compensation expense was $882.4 million as of June 30, 2015, including $439.3 million from the Allergan Acquisition and $168.7 million from the Forest Acquisition. This amount will be recognized as an expense over a remaining weighted average period of 2.2 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, 2014 through June 30, 2015: (in millions, except per share data) Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Grant Date Fair Value Restricted shares / units outstanding at December 31, 2014 2.1 $ 148.79 1.3 $ 312.5 Granted 0.4 324.79 129.9 Vested (0.8 ) (140.65 ) (112.5 ) Assumed as part of the Allergan Acquisition ** 0.5 218.47 102.8 Forfeited (0.1 ) (110.35 ) (12.5 ) Restricted shares / units outstanding at June 30, 2015 2.1 $ 200.11 2.1 $ 420.2 ** Assumed as part of the Allergan Acquisition for the pro rata portion representing future compensation as of March 17, 2015. The following is a summary of equity award activity for non-qualified options to purchase ordinary shares in the period from December 31, 2014 through June 30, 2015: (in millions, except per share data) Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2014 5.4 $ 93.96 7.3 $ 858.9 Granted 0.2 300.56 Exercised (1.1 ) (90.03 ) Assumed as part of the Allergan Acquisition** 7.0 103.63 Cancelled (0.4 ) (127.24 ) Outstanding, June 30, 2015 11.1 $ 141.91 7.0 $ 1,793.3 Vested and expected to vest at June 30, 2015 10.4 $ 141.45 6.9 $ 1,686.1 ** Assumed as part of the Allergan Acquisition for the pro rata portion representing future compensation as of March 17, 2015. |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Reportable Segments | NOTE 7 — Reportable Segments In the second quarter of 2015, management realigned the Company’s global strategic business structure as a result of the Allergan Acquisition. Prior to the realignment, the Company operated and managed its business as four distinct operating segments: North American Brands, North American Generics and International, Allergan (from March 17, 2015 through March 31, 2015), and Anda Distribution. Under the new organizational structure being reported, the Company organized its business into five operating segments: US Brands, US Medical Aesthetics, International Brands, Global Generics, and Anda Distribution. In addition, certain revenues and shared costs and the results of corporate initiatives are being managed outside of the five segments. The new operating segments are organized as follows: · The US Brands segment includes sales and expenses relating to branded products within the United States, including certain Botox ® · The US Medical Aesthetics segment includes sales and expenses relating to aesthetics and dermatology products within the United States, including certain Botox ® · The International Brands segment includes sales and expenses relating to countries that sell brand and generic products, but that have the majority of their business represented by branded product sales, as well as sales and expenses relating to branded product sales in Canada, Switzerland and Austria. · The Global Generics segment includes sales and expenses relating to countries that sell brand and generic products, but that have the majority of their business represented by generic product sales, our third party Medis business, as well as sales and expenses relating to generic sales within the US, Canada, Switzerland and Austria. · The Anda Distribution segment includes distribution of 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 US Brands, US Medical Aesthetics, International Brands, and Global Generics segments. The Company evaluates segment performance based on segment contribution. Segment contribution for segments represent net revenues less cost of sales (excluding amortization and impairment of acquired intangibles including product rights), selling and marketing expenses, and select general and administrative expenses. The Company does not evaluate the following items at the segment level: · Revenues and operating expenses within cost of sales (excluding amortization and impairment of acquired intangibles including product rights), selling and marketing expenses, and general and administrative expenses that result from the impact of corporate initiatives. · General and administrative expenses that result from shared infrastructure, including expenses located within the United States. · Total assets including capital expenditures. · Other select revenues and operating expenses including R&D expenses, amortization, IPR&D impairments and asset sales and impairments, net as not all such information has been accounted for at the segment level, or such information has not been used by all segments. Operating results relating to assets included in the pending transaction with Teva are primarily included within the Global Generics and International Brands segments. Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the three months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended June 30, 2015 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 2,435.7 $ 486.8 $ 717.0 $ 1,629.0 $ 462.4 $ 5,730.9 Operating expenses: Cost of sales (1) 307.3 34.0 159.5 680.3 404.5 1,585.6 Selling and marketing 459.4 97.9 181.8 162.1 31.3 932.5 General and administrative 47.2 11.2 47.5 82.2 8.9 197.0 Segment Contribution $ 1,621.8 $ 343.7 $ 328.2 $ 704.4 $ 17.7 $ 3,015.8 Contribution margin 66.6 % 70.6 % 45.8 % 43.2 % 3.8 % 52.6 % Corporate 852.1 Research and development 454.9 Amortization 1,673.5 In-process research and development impairments 197.6 Asset sales and impairments, net 0.6 Operating (loss) (162.9 ) Operating margin (2.8 )% (1) Excludes amortization and impairment of acquired intangibles including product rights. Three Months Ended June 30, 2014 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 564.6 $ — $ 169.1 $ 1,474.6 $ 427.0 $ 2,635.3 Operating expenses: Cost of sales (1) 71.1 — 74.3 631.2 374.5 1,151.1 Selling and marketing 75.7 — 36.4 136.6 27.1 275.8 General and administrative 24.7 — 13.2 97.0 8.8 143.7 Segment Contribution $ 393.1 $ — $ 45.2 $ 609.8 $ 16.6 $ 1,064.7 Contribution margin 69.6 % 0.0 % 26.7 % 41.4 % 3.9 % 40.4 % Corporate 255.6 Research and development 158.0 Amortization 422.9 In-process research and development impairments 16.3 Asset sales and impairments, net 5.8 Operating income 206.1 Operating margin 7.8 % (1) Excludes amortization and impairment of acquired intangibles including product rights. The following is a reconciliation of net revenues for the operating segments to the Company’s net revenues for the three months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended June 30, 2015 2014 Segment net revenues $ 5,730.9 $ 2,635.3 Corporate revenues 24.1 31.9 Net revenues $ 5,755.0 $ 2,667.2 The following represents net revenues by geographic region for the three months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended June 30, 2015 2014 United States $ 4,462.0 $ 1,989.0 International 1,293.0 678.2 Net revenues $ 5,755.0 $ 2,667.2 No other country represents ten percent or more of net revenues. Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the six months ended June 30, 2015 and 2014 ($ in millions): Six Months Ended June 30, 2015 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 4,234.1 $ 566.6 $ 947.5 $ 3,260.8 $ 924.0 $ 9,933.0 Operating expenses: Cost of sales (1) 533.9 39.0 244.3 1,321.7 808.5 2,947.4 Selling and marketing 831.7 111.6 249.6 296.5 62.7 1,552.1 General and administrative 105.7 13.9 70.1 177.2 18.0 384.9 Segment Contribution $ 2,762.8 $ 402.1 $ 383.5 $ 1,465.4 $ 34.8 $ 5,048.6 Contribution margin 65.3 % 71.0 % 40.5 % 44.9 % 3.8 % 50.8 % Corporate 1,792.6 Research and development 885.9 Amortization 2,598.9 In-process research and development impairments 197.6 Asset sales and impairments, net 58.4 Operating (loss) (484.8 ) Operating margin (4.9 )% (1) Excludes amortization and impairment of acquired intangibles including product rights. Six Months Ended June 30, 2014 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 1,139.4 $ — $ 313.5 $ 2,908.3 $ 817.2 $ 5,178.4 Operating expenses: Cost of sales (1) 138.6 — 145.7 1,238.9 705.7 2,228.9 Selling and marketing 150.3 — 70.1 255.5 54.1 530.0 General and administrative 49.9 — 28.7 207.6 16.6 302.8 Segment Contribution $ 800.6 $ — $ 69.0 $ 1,206.3 $ 40.8 $ 2,116.7 Contribution margin 70.3 % 22.0 % 41.5 % 5.0 % 40.9 % Corporate 504.4 Research and Development 329.5 Amortization 847.1 In-process research and development impairments 16.3 Asset sales and impairments, net 5.4 Operating income 414.0 Operating margin 8.0 % (1) Excludes amortization and impairment of acquired intangibles including product rights. The following is a reconciliation of net revenues for the operating segments to the Company’s net revenues for the six months ended June 30, 2015 and 2014 ($ in millions): Six Months Ended June 30, 2015 2014 Segment net revenues $ 9,933.0 $ 5,178.4 Corporate revenues 56.2 143.9 Net revenues $ 9,989.2 $ 5,322.3 The following represents net revenues by geographic region for the six months ended June 30, 2015 and 2014 ($ in millions): Six Months Ended June 30, 2015 2014 United States $ 7,993.9 $ 3,944.3 International 1,995.3 1,378.0 Net revenues $ 9,989.2 $ 5,322.3 No other country represents ten percent or more of net revenues. The following table presents global net revenues for the top products of the Company for the three and six months ended June 30, 2015 and 2014 ($ in million): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Botox® $ 631.5 $ — $ 750.8 $ — Restasis® 325.0 — 354.9 — Namenda® IR 232.6 — 478.0 — Namenda XR® 204.7 — 355.3 — Fillers 195.9 — 220.5 — Lumigan®/Ganfort® 176.5 — 197.7 — Bystolic® 157.1 — 321.2 — Asacol®/Delzicol® 149.3 148.9 298.5 301.7 Alphagan®/Combigan® 135.5 — 151.5 — Linzess®/Constella® 112.1 — 208.3 — Viibryd®/Fetzima® 80.7 — 160.3 — Lo Loestrin® 79.2 68.0 162.5 130.4 Breast Implants 71.8 — 81.4 — Estrace® Cream 70.1 57.9 142.0 111.2 Aczone® 60.3 — 66.3 — Minastrin® 24 56.1 56.5 121.5 104.4 Other Branded Products Revenues 973.6 305.6 1,687.9 631.0 Total Branded Products Revenues 3,712.0 636.9 5,758.6 1,278.7 Total Generic Products Revenues 1,580.6 1,603.3 3,306.6 3,226.4 ANDA Revenues 462.4 427.0 924.0 817.2 Total Net Revenues $ 5,755.0 $ 2,667.2 $ 9,989.2 $ 5,322.3 No other product represents ten percent or more of total net revenues. The following table presents net revenues for the US Brands segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Central Nervous System (CNS) $ 802.9 $ — $ 1,375.2 $ — Eyecare 578.6 — 673.3 — Gastroenterology (GI) 373.2 136.4 739.8 266.0 Women's Health 230.0 230.8 494.3 443.3 Cardiovascular 157.1 — 320.8 — Infectious Disease 44.1 — 86.0 — Urology 63.3 25.3 100.7 56.5 Other 186.5 172.1 444.0 373.6 Total US Brands Net Revenues $ 2,435.7 $ 564.6 $ 4,234.1 $ 1,139.4 The following table presents revenues for the US Medical Aesthetics segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Facial Aesthetics Total $ 263.7 $ — $ 300.9 $ — Medical Dermatology Total 169.0 — 193.7 — Plastic Surgery Total 54.1 — 72.0 — Total US Medical Net Revenues $ 486.8 $ — $ 566.6 $ — The following table presents net revenues for the International Brands segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Eyecare $ 269.4 $ — $ 306.3 $ — Facial Aesthetics 172.1 — 190.5 — Other Therapeutics 167.8 49.6 250.5 113.8 Plastic Surgery 36.1 — 42.6 — Generics and other 71.6 119.5 157.6 199.7 Total International Brands Net Revenues $ 717.0 $ 169.1 $ 947.5 $ 313.5 The following tables presents net revenues for the Global Generics segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 United States $ 1,077.1 $ 997.4 $ 2,269.2 $ 1,987.8 UK & Ireland 190.5 115.3 325.1 214.7 Other markets 361.4 361.9 666.5 705.8 Total Global Generics Net Revenues $ 1,629.0 $ 1,474.6 $ 3,260.8 $ 2,908.3 No other market represented ten percent of the segments net revenues. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 8 — Inventories Inventories consist of finished goods held for sale and distribution, raw materials and work-in-process. 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. Inventories consisted of the following ($ in millions): June 30, December 31, 2015 2014 Raw materials $ 687.4 $ 625.3 Work-in-process 299.1 205.3 Finished goods 1,992.5 1,421.6 2,979.0 2,252.2 Less: inventory reserves 193.0 176.7 Total Inventories $ 2,786.0 $ 2,075.5 Included in finished goods were the following amounts related to the fair-value step-up of acquired inventory ($ in millions): Auden Allergan Forest Durata Warner Chilcott Acquisition Acquisition Acquisition Acquisition Acquisition Total June 30, 2015 $ 42.3 $ 419.5 $ 58.2 $ 10.4 $ — $ 530.4 December 31, 2014 $ — $ — $ 285.3 $ 16.3 $ 1.9 $ 303.5 |
Investments and Other Assets
Investments and Other Assets | 6 Months Ended |
Jun. 30, 2015 | |
Investments All Other Investments [Abstract] | |
Investments and Other Assets | NOTE 9 — Investments and Other Assets Investments in marketable securities, other investments and other assets consisted of the following ($ in millions): June 30, 2015 December 31, 2014 Marketable securities: U.S. Treasury and agency securities — maturing within one year $ 8.5 $ 1.0 Total marketable securities $ 8.5 $ 1.0 Investments and other assets: Deferred loan costs $ 177.7 $ 58.9 Legacy Allergan Deferred executive compensation investments 120.4 — Cost method and other long-term investments 107.8 54.8 Equity method investments 28.9 9.8 Taxes receivable 26.0 57.7 Other assets 69.5 54.2 Total investments and other assets $ 530.3 $ 235.4 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. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 10 — Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following ($ in millions): June 30, 2015 December 31, 2014 Accrued expenses: Accrued third-party rebates $ 1,661.5 $ 1,200.8 Accrued payroll and related benefits 460.8 387.2 Litigation-related reserves and legal fees 400.7 415.3 Interest payable 314.8 82.7 Royalties payables 249.4 212.4 Accrued pharmaceutical fees 245.8 132.7 Current portion of contingent consideration obligations 235.8 237.8 Accrued non-provision taxes 205.8 19.4 Accrued indirect returns 186.0 122.6 Accrued severance, retention and other shutdown costs 169.0 125.1 Accrued R&D expenditures 145.1 179.4 Accrued selling and marketing expenditures 113.9 24.2 Accrued co-promotion liabilities 86.3 7.5 Manufacturing related 33.3 11.2 Accrued professional fees 25.6 44.1 Dividends payable 24.0 — Accrued warranties 8.5 — Other accrued expenses 407.6 323.6 Total accrued expenses $ 4,973.9 $ 3,526.0 Accounts payables 971.1 644.6 Total Accounts Payable and Accrued Expenses $ 5,945.0 $ 4,170.6 |
Goodwill, Product Rights and Ot
Goodwill, Product Rights and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, Product Rights and Other Intangible Assets | NOTE 11 — Goodwill, Product Rights and Other Intangible Assets Goodwill for the Company’s segments consisted of the following ($ in millions): US Brands US Medical Aesthetics International Brands Global Generics Anda Distribution Total Balance at December 31, 2014 $ 20,571.7 $ — $ 369.4 $ 3,494.1 $ 86.3 $ 24,521.5 Additions through acquisitions 14,171.9 3,679.8 6,372.5 2,370.5 — 26,594.7 Measurement period adjustments and other 22.5 — — — — 22.5 Impairments — — — (2.5 ) — (2.5 ) Foreign exchange and other adjustments 9.6 — 366.6 83.9 — 460.1 Balance at June 30, 2015 $ 34,775.7 $ 3,679.8 $ 7,108.5 $ 5,946.0 $ 86.3 $ 51,596.3 As of June 30, 2015 and December 31, 2014, the gross balance of goodwill, pre-impairments was $52,263.6 million and $25,186.3 million, respectively. The following items had a significant impact on goodwill in the six months ended June 30, 2015: · An increase in goodwill of $26,471.4 million resulting from the Allergan Acquisition; · An increase in goodwill of $123.3 million resulting from the Auden Acquisition; and · Measurement period adjustments increasing goodwill of $22.5 million resulting from the Forest and Durata Acquisitions. Product rights and other intangible assets consisted of the following ($ in millions): Cost Basis Balance as of December 31, 2014 Acquisitions Impairments Held for Sale/ Disposals/ Other Foreign Currency Translation Balance as of June 30, 2015 Intangibles with definite lives: Product rights and other related intangibles $ 20,034.9 $ 44,691.1 $ — $ 564.3 $ 169.7 $ 65,460.0 Trade name 411.2 690.0 — (4.2 ) (31.0 ) 1,066.0 Total definite-lived intangible assets $ 20,446.1 $ 45,381.1 $ — $ 560.1 $ 138.7 $ 66,526.0 Intangibles with indefinite lives: IPR&D $ 4,300.5 $ 10,968.8 $ (197.6 ) $ (1,107.1 ) $ (9.2 ) $ 13,955.4 Trade name 76.2 — — — — 76.2 Total indefinite-lived intangible assets $ 4,376.7 $ 10,968.8 $ (197.6 ) $ (1,107.1 ) $ (9.2 ) $ 14,031.6 Total product rights and related intangibles $ 24,822.8 $ 56,349.9 $ (197.6 ) $ (547.0 ) $ 129.5 $ 80,557.6 Accumulated Amortization Balance as of December 31, 2014 Amortization Impairments Held for Sale/ Disposals/ Other Foreign Currency Translation Balance as of June 30, 2015 Intangibles with definite lives: Product rights and other related intangibles $ (5,595.9 ) $ (2,568.7 ) $ (33.4 ) $ 446.6 $ 82.5 $ (7,668.9 ) Trade name (38.5 ) (30.2 ) (2.7 ) 4.2 3.5 (63.7 ) Total definite-lived intangible assets $ (5,634.4 ) $ (2,598.9 ) $ (36.1 ) $ 450.8 $ 86.0 $ (7,732.6 ) Total product rights and related intangibles $ (5,634.4 ) $ (2,598.9 ) $ (36.1 ) $ 450.8 $ 86.0 $ (7,732.6 ) Net Product Rights and Other Intangibles $ 19,188.4 $ 72,825.0 The following items had a significant impact on net product rights and other intangibles in the six months ended June 30, 2015: · On March 17, 2015, the Company acquired intangibles assets in connection with the Allergan Acquisition of $55,940.5 million. · In the quarter ended June 30, 2015, the Company acquired intangible assets in connection with the Auden Acquisition of $381.0 million, including $342.4 million related to product rights and other related intangibles and $38.6 million of acquired IPR&D. · In the six months ended June 30, 2015, the Company divested Doryx resulting in a reduction of intangible assets of approximately $46.6 million. · In the six months ended June 30, 2015, the Company evaluated its product portfolio as part of the integration of Allergan. As a result of this review, the Company is no longer promoting certain products in Australia, resulting in an impairment charge of $36.1 million in the six months ended June 30, 2015 and a divestiture of the remaining assets of $15.4 million related to the Australian generics business. · In the six months ended June 30, 2015, the Company recognized $197.6 million in IPR&D impairments which reduced product rights and other intangibles. · In the six months ended June 30, 2015, the company wrote-off the value of royalty rights that expired in connection with the Respiratory Sale of $38.8 million. Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense on product rights and other related intangibles as of June 30, 2015 over the remainder of 2015 and each of the next five years is estimated to be as follows ($ in millions): Amortization Expense 2015 remaining $ 3,339.0 2016 $ 6,535.6 2017 $ 6,447.1 2018 $ 5,887.9 2019 $ 5,740.4 2020 $ 5,366.2 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 estimates, potential impairments, accelerated amortization or other events. |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Leases | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Leases | NOTE 12 — Long-Term Debt and Capital Leases Total debt and capital leases consisted of the following ($ in millions): Balance As of Fair Market Value As of June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Senior Notes: Floating Rate Notes $500.0 million floating rate notes due September 1, 2016 $ 500.0 $ — $ 500.2 $ — $500.0 million floating rate notes due March 12, 2018 500.0 — 500.7 — $500.0 million floating rate notes due March 12, 2020 500.0 — 504.7 — 1,500.0 — 1,505.6 — Fixed Rate Notes $800.0 million 5.750% notes due April 1, 2016 800.0 — 825.8 — $1,000.0 million 1.850% notes due March 1, 2017 1,000.0 — 1,004.2 — $500.0 million 1.300% notes due June 15, 2017 500.0 500.0 495.2 489.0 $1,200.0 million 1.875% notes due October 1, 2017 1,200.0 1,200.0 1,185.0 1,187.3 $3,000.0 million 2.350% notes due March 12, 2018 3,000.0 — 3,021.0 — $250.0 million 1.350% notes due March 15, 2018 250.0 — 244.6 — $1,050.0 million 4.375% notes due February 1, 2019 1,050.0 1,050.0 1,107.2 1,111.4 $500.0 million 2.450% notes due June 15, 2019 500.0 500.0 494.8 498.2 $400.0 million 6.125% notes due August 15, 2019 400.0 400.0 447.0 457.9 $3,500.0 million 3.000% notes due March 12, 2020 3,500.0 — 3,504.9 — $650.0 million 3.375% notes due September 15, 2020 650.0 — 656.1 — $750.0 million 4.875% notes due February 15, 2021 750.0 750.0 803.9 808.9 $1,200.0 million 5.000% notes due December 15, 2021 1,200.0 1,200.0 1,292.3 1,301.0 $3,000.0 million 3.450% notes due March 15, 2022 3,000.0 — 2,968.2 — $1,700.0 million 3.250% notes due October 1, 2022 1,700.0 1,700.0 1,643.9 1,647.5 $350.0 million 2.800% notes due March 15, 2023 350.0 — 323.4 — $1,200.0 million 3.850% notes due June 15, 2024 1,200.0 1,200.0 1,184.5 1,215.5 $4,000.0 million 3.800% notes due March 15, 2025 4,000.0 — 3,912.8 — $2,500.0 million 4.550% notes due March 15, 2035 2,500.0 — 2,371.5 — $1,000.0 million 4.625% notes due October 1, 2042 1,000.0 1,000.0 928.8 980.1 $1,500.0 million 4.850% notes due June 15, 2044 1,500.0 1,500.0 1,438.8 1,539.9 $2,500.0 million 4.750% notes due March 15, 2045 2,500.0 — 2,369.8 — 32,550.0 11,000.0 32,223.7 11,236.7 Total Senior Notes Gross 34,050.0 11,000.0 33,729.3 11,236.7 Unamortized premium 266.4 239.9 — — Unamortized discount (113.2 ) (52.1 ) — — Total Senior Notes Net 34,203.2 11,187.8 33,729.3 11,236.7 Term Loan Indebtedness: WC Term Loan WC 191.5 506.9 WC Five Year Tranche variable rate debt maturing October 1, 2018** 531.0 744.7 722.5 1,251.6 ACT Term Loan 2017 Term Loan variable rate debt maturing October 31, 2017** 613.0 932.6 2019 Term Loan variable rate debt maturing July 1, 2019** 1,800.0 1,900.0 2,413.0 2,832.6 AGN Term Loan AGN Three Year Tranche variable rate debt maturing March 17, 2018 2,750.0 — AGN Five Year Tranche variable rate debt maturing March 17, 2020** 2,681.3 — 5,431.3 — Total Term Loan Indebtedness 8,566.8 4,084.2 Other Indebtedness Revolver Borrowings — 255.0 Other 88.4 — Total Other Borrowings 88.4 255.0 Capital Leases 11.9 16.7 Total Indebtedness $ 42,870.3 $ 15,543.7 ** Fair market value in the table above is determined in accordance with ASC Topic 820 “Fair Value Measurement” (“ASC 820”) under Level 2 based upon quoted prices for similar items in active markets. The book value of the outstanding term loan indebtedness approximates fair value as the debt is at variable interest rates and re-prices frequently. Unless otherwise indicated, the remaining loan balances after the quarterly required payments are due upon maturity. Floating Rate Notes On March 4, 2015, Actavis Funding SCS, a limited partnership (société en commandite simple) organized under the laws of the Grand Duchy of Luxembourg and an indirect wholly-owned subsidiary of Allergan plc, issued floating rate notes due 2016 (the “2016 Floating Rate Notes”), floating rate notes due 2018 (the “2018 Floating Rate Notes”), floating rate notes due 2020 (the “2020 Floating Rate Notes”), 1.850% notes due 2017 (the “1.850% 2017 Notes”), 2.350% notes due 2018 (the “2.350% 2018 Notes”), 3.000% notes due 2020 (the “3.000% 2020 Notes”), 3.450% notes due 2022 (the “3.450% 2022 Notes”), 3.800% notes due 2025 (the “3.800% 2025 Notes”), 4.550% notes due 2035 (the “4.550% 2035 Notes”) and 4.750% notes due 2045 (the “4.750% 2045 Notes”). The notes are fully and unconditionally guaranteed by Actavis Funding SCS’s indirect parents, Warner Chilcott Limited and Actavis Capital S.a.r.l. (“Actavis Capital”), and by Actavis, Inc., a subsidiary of Actavis Capital, on an unsecured and unsubordinated basis. Allergan plc has not guaranteed the notes. The 2016 Floating Rate Notes, the 2018 Floating Rate Notes and the 2020 Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.875%, 1.080% and 1.255% per annum, respectively. Interest on the 2016 Floating Rate Notes is payable quarterly on March 1, June 1, September 1 and December 1 of each year, and began on June 1, 2015. Interest on the 2018 Floating Rate Notes and the 2020 Floating Rate Notes is payable quarterly on March 12, June 12, September 12 and December 12 of each year, and began on June 12, 2015. Fixed Rate Notes The Company has issued fixed rate notes over multiple issuances for various business needs. Interest on the various notes is generally payable semi-annually with various payment dates. The following represents the activity to the fixed rate notes during the six months ended June 30, 2015: · Actavis Funding SCS issued the 1.850% 2017 Notes, the 2.350% 2018 Notes, the 3.000% 2020 Notes, the 3.450% 2022 Notes, the 3.800% 2025 Notes, the 4.550% 2035 Notes and the 4.750% 2045 Notes; and · On May 7, 2015, Actavis Funding SCS and Wells Fargo entered into a second supplemental indenture amending the indenture dated as of March 12, 2015 between Actavis Funding SCS and Warner Chilcott Limited, Actavis Capital S.à r.l., and Actavis, Inc., as guarantors (collectively, the “Guarantors”), and Wells Fargo as supplemented and amended by the first supplemental indenture dated as of March 12, 2015 between Actavis Funding SCS, the Guarantors and Wells Fargo (the “Indenture”). The second supplemental indenture amends certain inconsistencies in the terms of the notes offered under the Indenture. · On March 17, 2015 in connection with the Allergan Acquisition, the Company acquired, and subsequently guaranteed, along with Warner Chilcott Limited, the indebtedness of Allergan, Inc. comprised of the $350.0 million 2.800% senior notes due 2023, the $650.0 million 3.375% senior notes due 2020, the $250.0 million 1.350% senior notes due 2018 and the $800.0 million 5.750% senior notes due 2016. Interest payments are due on the $350.0 million senior notes semi-annually on the principal amount of the notes at a rate of 2.80% per annum, and are redeemable at any time at the Company’s option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption, if the redemption occurs prior to December 15, 2022 (three months prior to the maturity of the 2023 senior notes). If the redemption occurs on or after December 15, 2022, then such redemption is not subject to the make-whole provision. Interest payments are due on the $650.0 million senior notes semi-annually on the principal amount of the notes at a rate of 3.375% per annum, and are redeemable at any time at the Company’s option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption. Interest payments are due on the $250.0 million senior notes semi-annually on the principal amount of the notes at a rate of 1.350% per annum, and are redeemable at any time at the Company’s option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption. Interest payments are due on the $800.0 million senior notes semi-annually on the principal amount of the notes at a rate of 5.750% per annum, and are redeemable at any time at the Company’s option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption. The fair value of the acquired senior notes was determined to be $2,087.5 million as of March 17, 2015. As such, as part of acquisition accounting, the company recorded a premium of $37.5 million to be amortized as contra interest over the life of the notes. Term Loan Indebtedness WC Term Loan On December 17, 2014, Allergan plc and certain of its subsidiaries entered into a second amendment agreement (the “WC Term Loan Amendment”) among Allergan plc, Warner Chilcott Limited, Warner Chilcott Finance, LLC, Actavis WC 2 S.à r.l. (“Actavis WC 2”), Warner Chilcott Company, LLC (“WCCL”), Warner Chilcott Corporation (“WC Corporation” and together with Actavis WC 2 and WCCL, the “WC Borrowers”), Bank of America, N.A. (“BofA”), as administrative agent, and the lenders party thereto. The WC Term Loan Amendment amends and restates Allergan plc’s existing amended and restated WC term loan credit and guaranty agreement, dated as of June 9, 2014 (such agreement, prior to its amendment and restatement pursuant to the WC Term Loan Amendment, the “2014 WC Term Loan”), among the WC Borrowers, Allergan plc, Warner Chilcott Limited, Warner Chilcott Finance, LLC, the lenders from time to time party thereto and BofA, as administrative agent, which amended and restated Allergan plc’s existing WC term loan credit and guaranty agreement, dated as of August 1, 2013 (such agreement, prior to its amendment and restatement pursuant to the 2014 WC Term Loan Amendment, the “Existing WC Term Loan”) among the WC Borrowers, Warner Chilcott Finance, LLC, Actavis Limited, BofA, as administrative agent and a syndicate of banks participating as lenders. Pursuant to the Existing WC Term Loan, on October 1, 2013 (the “WC Closing Date”), the lenders party thereto provided term loans 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 “WC Three Year Tranche”) and (ii) a $1.0 billion tranche that will mature on October 1, 2018 (the “WC Five Year Tranche”). The proceeds of borrowings under the Existing 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, Warner Chilcott Holdings Company III, Limited, BofA, as administrative agent and a syndicate of banks participating as lenders. Borrowings under the WC Term Loan Agreement bear interest at the applicable borrower’s choice of a per annum rate equal to either (a) a base rate plus an applicable margin per annum varying from (x) 0.00% per annum to 0.75% per annum under the WC Three Year Tranche and (y) 0.125% per annum to 0.875% per annum under the WC Five Year Tranche, depending on the publicly announced debt ratings for non-credit-enhanced, senior unsecured long-term indebtedness of Allergan plc (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 WC Three Year Tranche and (y) 1.125% per annum to 1.875% per annum under the WC Five Year Tranche, depending on the Debt Rating. The Company is subject to, and, at June 30, 2015, was in compliance with, all financial and operational covenants under the terms of the WC Term Loan. ACT Term Loan On December 17, 2014, Allergan plc and certain of its subsidiaries entered into a third amendment agreement (the “ACT Term Loan Amendment”) among Allergan plc, Warner Chilcott Limited, Actavis Capital, Actavis, Inc., Actavis Funding SCS, BofA, as administrative agent, and the lenders party thereto. The ACT Term Loan Amendment amends and restates Allergan plc’s existing second amended and restated Allergan term loan credit and guaranty agreement, dated as of March 31, 2014 (such agreement, prior to its amendment and restatement pursuant to the ACT Term Loan Amendment, the “2014 ACT Term Loan Agreement” and together with the Existing ACT Term Loan Agreement (defined below), the “ACT Term Loan”) among Actavis Capital, Allergan plc, Warner Chilcott Limited, Actavis, Inc., Actavis Funding SCS, BofA, as administrative agent, and the lenders from time to time party thereto, which amended and restated Allergan plc’s existing amended and restated Allergan term loan credit and guaranty agreement, dated as of October 1, 2013 (such agreement, prior to its amendment and restatement pursuant to the ACT Term Loan Amendment, the “Existing ACT Term Loan Agreement”) among Actavis Capital, Allergan plc, Actavis, Inc., BofA, as administrative agent, and the lenders from time to time party thereto. The Existing 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 the closing of the Existing ACT Term Loan Agreement, an aggregate principal amount of $1,572.5 million was outstanding (the “2017 Term Loan”). The 2017 Term Loan matures on October 31, 2017. On March 31, 2014, Allergan plc, Actavis Capital, Actavis, Inc., BofA, as Administrative Agent, and a syndicate of banks participating as lenders entered into the 2014 ACT Term Loan Agreement to amend and restate the Existing ACT Term Loan Agreement. On July 1, 2014, in connection with the Forest Acquisition, the Company borrowed $2.0 billion of term loan indebtedness under tranche A-2 of the 2014 ACT Term Loan Agreement, which is due July 1, 2019 (the “2019 Term Loan”). The ACT 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 (x) 0.00% per annum to 1.00% per annum with respect to the 2017 term-loan and (y) 0.125% per annum to 0.875% per annum with respect to the 2019 term-loan, depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from (x) 1.00% per annum to 2.00% per annum with respect to the 2017 term-loan and (y) 1.125% per annum to 1.875% per annum with respect to the 2019 term-loan, depending on the Debt Rating. The Company is subject to, and at June 30, 2015 was in compliance with, all financial and operational covenants under the terms of the ACT Term Loan. AGN Term Loan On December 17, 2014, Allergan, Inc. and certain of its subsidiaries entered into a senior unsecured term loan credit agreement (the “AGN Term Loan”), among Actavis Capital, as borrower, Allergan plc, Warner Chilcott Limited, Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto (the “Term Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent and the other financial institutions party thereto. Under the AGN Term Loan, the Term Lenders provided (i) a $2.75 billion tranche maturing on March 17, 2018 (the “AGN Three Year Tranche”) and (ii) a $2.75 billion tranche and maturing on March 17, 2020 (the “AGN Five Year Tranche”). The proceeds of borrowings under the AGN Term Loan were to be used to finance, in part, the cash component of the Allergan Acquisition consideration and certain fees and expenses incurred in connection with the Allergan Acquisition. Borrowings under the AGN Term Loan bear interest at our choice of a per annum rate equal to either (a) a base rate plus an applicable margin per annum varying from (x) 0.00% per annum to 1.00% per annum under the AGN Three Year Tranche and (y) 0.125% per annum to 1.250%% per annum under the AGN Five Year Tranche, depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from (x) 1.00% per annum to 2.00% per annum under the AGN Three Year Tranche and (y) 1.125% per annum to 2.250% per annum under the AGN Five Year Tranche, depending on the Debt Rating. The outstanding principal amount of loans under the AGN Three Year Tranche is not subject to quarterly amortization and shall be payable in full on the maturity date. The outstanding principal amount of loans under the AGN Five Year Tranche is payable in equal quarterly amounts of 2.50% per quarter prior to March 17, 2020, with the remaining balance payable on March 17, 2020. The obligations of Actavis Capital under the Term Loan Credit Agreement are guaranteed by Warner Chilcott Limited, Actavis, Inc. and Actavis Funding SCS and will be guaranteed by any subsidiary of Allergan plc (other than Actavis Capital or a direct subsidiary of Allergan plc) that becomes a guarantor of third party indebtedness in an aggregate principal amount exceeding $350.0 million (unless, in the case of a foreign subsidiary, such guarantee would give rise to adverse tax consequences as reasonably determined by Allergan plc). Bridge Loan Facility On December 17, 2014, Allergan and certain of its subsidiaries entered into a 364-day senior unsecured bridge credit agreement (the “Bridge Loan Facility”), among Actavis Capital, as borrower, Allergan plc, Warner Chilcott Limited, Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto (the “Bridge Lenders”), JPMCB, as administrative agent and the other financial institutions party thereto. Under the Bridge Loan Facility, the Bridge Lenders committed to provide, subject to certain conditions, unsecured bridge financing, of which $2.8 billion was drawn to finance the Allergan Acquisition on March 17, 2015. The outstanding balance of the Bridge Loan Facility was repaid on April 9, 2015. Borrowings under the Bridge Loan Facility bore interest at our 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 2.50% per annum, depending on the Debt Rating and the number of days for which the loans remain outstanding from the date of funding thereunder or (b) a Eurodollar rate, plus an applicable margin varying from 1.00% per annum to 3.50% per annum, depending on the Debt Rating and the number of days for which the loans remain outstanding from the date of funding thereunder. Revolving Credit Facility On December 17, 2014, Allergan plc and certain of its subsidiaries entered into a revolving credit loan and guaranty agreement (the “Revolver Agreement”) among Actavis Capital, as borrower, Allergan plc, Warner Chilcott Limited, Actavis, Inc., Actavis Funding SCS, the lenders from time to time party thereto (the “Revolving Lenders”), JPMCB as administrative agent, J.P. Morgan Europe Limited, as London agent, and the other financial institutions party thereto. Under the Revolver Agreement, the Revolving Lenders have committed to provide an unsecured revolving credit facility in an aggregate principal amount of up to $1.0 billion. The Revolver Agreement provides that loans thereunder will bear interest, at our 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 0.875% per annum to 2.00% 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 0.075% to 0.250% per annum, depending on the Debt Rating, of the unused portion of the revolver. The Revolving Credit Agreement will mature on December 17, 2019. The obligations under the Revolver Agreement are guaranteed by Allergan plc, Warner Chilcott Limited, Actavis, Inc. and Actavis Funding SCS and will be guaranteed by any subsidiary of Allergan (other than Actavis Capital) that becomes a guarantor of third party indebtedness in an aggregate principal amount exceeding $350.0 million (unless, in the case of a foreign subsidiary, such guarantee would give rise to adverse tax consequences as reasonably determined by Allergan plc). The Company is subject to, and as of June 30, 2015 was in compliance with, all financial and operational covenants under the terms of the Revolving Credit Facility. At June 30, 2015, there was no outstanding borrowings under the Revolving Credit Facility and letters of credit outstanding were $29.2 million. The net availability under the Revolving Credit Facility was $970.8 million. Annual Debt Maturities As of June 30, 2015, annual debt maturities were as follows ($ in millions): Total Payments 2015 remaining $ 310.5 2016 2,178.5 2017 3,999.8 2018 7,095.1 2019 3,325.0 2020 6,093.8 2021 and after 19,614.1 $ 42,616.8 Capital leases 11.9 Other short-term borrowings 88.4 Unamortized premium 266.4 Unamortized discount (113.2 ) Total Indebtedness $ 42,870.3 Amounts represent total anticipated cash payments assuming scheduled repayments. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | NOTE 13 — Other Long-Term Liabilities Other long-term liabilities consisted of the following ($ in millions): June 30, December 31, 2015 2014 Acquisition related contingent consideration liabilities $ 461.5 $ 159.0 Long-term pension and post retirement liability 406.3 103.1 Legacy Allergan deferred executive compensation 120.7 — Long-term severance and restructuring liabilities 49.2 4.3 Product warranties 30.3 — Long-term contractual obligations 28.0 29.7 Litigation-related reserves — 4.9 Other long-term liabilities 71.5 34.8 Total other long-term liabilities $ 1,167.5 $ 335.8 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 — Income Taxes The Company’s effective tax rate for the six months ended June 30, 2015 and 2014 was 39.1% and 37.7%, respectively. The effective tax rate for both periods was impacted by income earned in low tax jurisdictions, losses in certain jurisdictions for which no tax benefit is provided and the amortization of intangibles and the step-up in inventory benefited at rates other than the Irish statutory rate. Additionally, the tax provision for the six months ended June 30, 2015 included the impact of certain IRS audit adjustments offset by the release of tax reserves. ASC 740-270-25 generally requires the tax (or benefit) for an interim period to be computed based on an estimated annual effective tax rate. Our estimated annual effective tax rate for 2015 is subject to wide variability due to the overall level of forecasted pre-tax book income, the mix of earnings between jurisdictions and significant acquisition related expenses. As a result, we have computed the income tax benefit for the six months ended June 30, 2015 based on year to date results. 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 likely 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 appropriate amounts of tax and related penalty and interest have been provided for any adjustments that may result from these uncertain tax positions. The Company is generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2007. For the Watson group’s 2008 and 2009 tax years, the Company and the IRS have agreed on all issues except the timing of the deductibility of certain litigation costs. Due to our numerous acquisitions we have several concurrent IRS tax audits for pre-acquisition periods. The table below lists the U.S. entities and taxable years that are currently under audit by the IRS: IRS Audits Tax Years Actavis Inc. 2009, 2010, 2011 and 2012 Warner Chilcott Corporation 2010, 2011 and 2012 Forest Laboratories, Inc. 2007, 2008 and 2009 Aptalis Holdings, Inc. 2013 Durata Therapeutics Inc. 2012 Allergan, Inc. 2009 and 2010 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. As part of acquisition accounting, the Company accrued income taxes, including withholding taxes, of approximately $1,221.5 million for certain pre-acquisition earnings related to the Allergan acquisition. The Company expects that future subsidiary earnings will be indefinitely reinvested. In addition, as part of acquisition accounting, the Company accrued $69.9 million of uncertain tax positions related to the Allergan pre-acquisition tax years. This amount, if recognized, would favorably impact the Company’s effective tax rate. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity | NOTE 15 — Shareholders’ Equity A summary of the changes in shareholders’ equity for the six months ended June 30, 2015 consisted of the following ($ in millions): Allergan plc Shareholders’ equity as of December 31, 2014 $ 28,331.1 Additional paid-in-capital issued on March 17, 2015 for the Allergan Acquisition 34,685.9 Increase in additional paid in capital for share based compensation plans 400.7 Net (loss) attributable to ordinary shareholders (847.9 ) Proceeds from stock plans 108.2 Proceeds from the issuance of Mandatory Convertible Preferred Shares (defined below) 4,929.7 Proceeds from the March 2, 2015 issuance of ordinary shares 4,071.1 Excess tax benefit from employee stock plans 36.3 Repurchase of ordinary shares (101.0 ) Other comprehensive income 455.0 Shareholders’ equity as of June 30, 2015 $ 72,069.1 Warner Member’s equity as of December 31, 2014 $ 28,072.6 Contribution from Parent 43,687.3 Dividend to Parent (68.8 ) Net (loss) (747.3 ) Other comprehensive income 455.0 Member’s equity as of June 30, 2015 $ 71,398.8 Preferred Shares On February 24, 2015, the Company completed an offering of 5,060,000 of our 5.500% mandatorily convertible preferred shares, Series A, par value $0.0001 per share (the “Mandatory Convertible Preferred Shares”). Dividends on the Mandatory Convertible Preferred Shares will be payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee thereof, at an annual rate of 5.500% on the liquidation preference of $1,000.00 per Mandatory Convertible Preferred Share. The Company may pay declared dividends in cash, by delivery of our ordinary shares or by delivery of any combination of cash and our ordinary shares, as determined by us in our sole discretion, subject to certain limitations, on March 1, June 1, September 1 and December 1 of each year commencing June 1, 2015, to and including March 1, 2018. The net proceeds from the Mandatory Convertible Preferred Share issuance of $4,929.7 million were used to fund the Allergan Acquisition. Each Mandatory Convertible Preferred Share will automatically convert on March 1, 2018, into between 2.8345 and 3.4722 ordinary shares, subject to anti-dilution adjustments. The number of our ordinary shares issuable on conversion of the Mandatory Convertible Preferred Shares will be determined based on the volume weighted average price per ordinary share over the 20 consecutive trading day period beginning on and including the 22nd scheduled trading day immediately preceding March 1, 2018, the mandatory conversion date. At any time prior to March 1, 2018, other than during a fundamental change conversion period as defined, holders of the Mandatory Convertible Preferred Shares may elect to convert each Mandatory Convertible Preferred Share into our ordinary shares at the minimum conversion rate of 2.8345 ordinary shares per Mandatory Convertible Preferred Share, subject to anti-dilution adjustments. In addition, holders may elect to convert any Mandatory Convertible Preferred Shares during a specified period beginning on the fundamental change effective date, in which case such Mandatory Convertible Preferred Shares will be converted into our ordinary shares at the fundamental change conversion rate and converting holders will also be entitled to receive a fundamental change dividend make-whole amount and accumulated dividend amount. On June 1, 2015, the Company paid its first dividend on preferred shares in the amount of $68.7 million. 2015 Ordinary Shares Offering On March 2, 2015, in connection with the Allergan Acquisition, the Company issued 14,513,889 of its ordinary shares for an actual public offering price of $288.00 per share. The net proceeds of $4,071.1 million were used, in part, to finance the Allergan Acquisition. Accumulated Other Comprehensive (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 shareholders’ equity and are included as a component of other comprehensive (loss) / income. The effects of converting non-functional currency assets and liabilities into the functional currency are recorded as transaction gains/losses in general and administrative expenses in the consolidated statements of operations. The movements in accumulated other comprehensive (loss) for the three and six months ended June 30, 2015 were as follows (in millions): Foreign Currency Translation Items Unrealized (losses) net of tax Total Accumulated Other Comprehensive Income / (Loss) Balance as of December 31, 2014 $ (434.4 ) $ (31.0 ) $ (465.4 ) Other comprehensive (loss) before reclassifications into general and administrative (313.9 ) (4.0 ) (317.9 ) Total other comprehensive (loss) (313.9 ) (4.0 ) (317.9 ) Balance as of March 31, 2015 $ (748.3 ) $ (35.0 ) $ (783.3 ) Other comprehensive income before reclassifications into general and administrative 765.3 7.6 772.9 Total other comprehensive income 765.3 7.6 772.9 Balance as of June 30, 2015 $ 17.0 $ (27.4 ) $ (10.4 ) The movements in accumulated other comprehensive income / (loss) for the three and six months ended June 30, 2014 were as follows (in millions): Foreign Currency Translation Items Unrealized gains net of tax Total Accumulated Other Comprehensive Income / (Loss) Balance as of December 31, 2013 $ 85.1 $ 5.4 $ 90.5 Other comprehensive (loss) / income before reclassifications into general and administrative (7.5 ) 0.7 (6.8 ) Total other comprehensive (loss) / income (7.5 ) 0.7 (6.8 ) Balance as of March 31, 2014 $ 77.6 $ 6.1 $ 83.7 Other comprehensive income before reclassifications into general and administrative 6.6 — 6.6 Total other comprehensive income 6.6 — 6.6 Balance as of June 30, 2014 $ 84.2 $ 6.1 $ 90.3 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | NOTE 16 — 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 derivatives. Foreign Currency Derivatives Overall, the Company is a net recipient of currencies other than the U.S. dollar and, as such, benefits from a weaker dollar and is adversely affected by a stronger dollar relative to major currencies worldwide. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, may negatively affect the Company’s consolidated revenues and favorably impact operating expenses in U.S. dollars. Primarily as a result of the Allergan Acquisition and from time to time, the Company enters into foreign currency derivatives to reduce current and future earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on its core business issues. Accordingly, the Company enters into various contracts which change in value as foreign exchange rates change to economically offset the effect of changes in the value of foreign currency assets and liabilities, commitments and anticipated foreign currency denominated sales and operating expenses. The Company enters into foreign currency derivatives in amounts between minimum and maximum anticipated foreign exchange exposures. The Company does not designate the current derivative instruments as accounting hedges. The Company uses foreign currency derivatives, which provide for the sale or purchase or the option to sell or purchase of foreign currencies to economically hedge the currency exchange risks associated with probable but not firmly committed transactions that arise in the normal course of the Company’s business. Probable but not firmly committed transactions are comprised primarily of sales of products and purchases of raw material in currencies other than the U.S. dollar. The foreign currency derivatives are entered into to reduce the volatility of earnings generated in currencies other than the U.S. dollar. While these instruments are subject to fluctuations in value, such fluctuations are anticipated to offset changes in the value of the underlying exposures. The Company recognized losses on such contracts of $24.9 million and $37.7 million during the three and six months ended June 30, 2015 respectively. The Company recognized a gain on such contracts of $1.3 million and a loss of $1.1 million during the three and six months June 30, 2014, respectively. The fair value of outstanding foreign currency derivatives are recorded in “Prepaid expenses and other current assets” or “Accounts payable and accrued expenses.” At June 30, 2015 and December 31, 2014, foreign currency derivative assets associated with the foreign exchange option contracts of $99.9 million and $2.3 million, respectively, were included in “Prepaid expenses and other current assets.” At June 30, 2015, net foreign currency derivative liabilities associated with the foreign exchange forward contracts of $2.4 million were included in “Accounts payable and accrued expenses.” |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 17 — 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 June 30, 2015 and December 31, 2014 consisted of the following (in millions): Fair Value Measurements as of June 30, 2015 Using: Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 8.5 $ 8.5 $ — $ — Deferred executive compensation investments 120.4 97.0 23.4 Foreign currency derivatives 99.9 — 99.9 — Marketable equity securities 33.6 33.6 — — Total assets $ 262.4 $ 139.1 $ 123.3 $ — Liabilities: Foreign currency derivatives 2.4 — 2.4 — Deferred executive compensation liabilities 120.7 97.3 23.4 Contingent consideration obligations 697.3 — — 697.3 Total liabilities $ 820.4 $ 97.3 $ 25.8 $ 697.3 Fair Value Measurements as of December 31, 2014 Using: Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 1.0 $ 1.0 $ — $ — Foreign currency derivatives 2.3 — 2.3 — Total assets $ 3.3 $ 1.0 $ 2.3 $ — Liabilities: Contingent consideration obligations 396.8 — — 396.8 Total liabilities $ 396.8 $ — $ — $ 396.8 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). Foreign Currency Contracts At June 30, 2015 and December 31, 2014, the notional principal and fair value of the Company’s outstanding foreign currency derivative financial instruments were as follows: June 30, 2015 December 31, 2014 Notional Principal Fair Value Notional Principal Fair Value (in millions) Foreign currency forward exchange contracts $ 41.4 $ (2.4 ) $ 10.3 $ 2.3 Foreign currency sold — put options 850.9 99.9 — — The notional principal amounts provide one measure of the transaction volume outstanding as of June 30, 2015 and December 31, 2014, and do not represent the amount of the Company’s exposure to market loss. The estimates of fair value are based on applicable and commonly used pricing models using prevailing financial market information as of June 30, 2015 and December 31, 2014. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments. Contingent Consideration Obligations The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and 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, including accretion, are recorded in our consolidated statements of operations as follows ($ in millions): Three Months Ended Expense / (income) June 30, 2015 June 30, 2014 Cost of sales $ 4.4 $ 7.2 Research and development (25.1 ) (28.2 ) General and administrative 0.1 — Total $ (20.6 ) $ (21.0 ) Six Months Ended Expense / (income) June 30, 2015 June 30, 2014 Cost of sales $ 32.4 $ 7.5 Research and development (24.6 ) (35.4 ) General and administrative 0.3 — Total $ 8.1 $ (27.9 ) 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 six months ended June 30, 2015 and 2014 (in millions): Balance at December 31, 2014 Net transfers in to (out of) Level 3 Purchases and settlements, net Net accretion and fair value adjustments Foreign currency translation Balance at June 30, 2015 Liabilities: Contingent consideration obligations $ 396.8 $ — $ 293.6 $ 8.1 $ (1.2 ) $ 697.3 Balance at December 31, 2013 Net transfers in to (out of) Level 3 Purchases and settlements, net Net accretion and fair value adjustments Foreign currency translation Balance at June 30, 2014 Liabilities: Contingent consideration obligations $ 207.8 $ — $ 70.5 $ (27.9 ) $ (0.8 ) $ 249.6 During the six months ended June 30, 2015, the following activity in contingent consideration obligations by acquisition was incurred ($ in million): Balance at December 31, 2014 Acquisitions Fair Value Adjustments and Accretion Payments and Other Balance at June 30, 2015 Medicines 360 Acquisition $ 126.6 $ — $ 54.0 $ (75.1 ) $ 105.5 Furiex Acquisition 88.4 — (29.1 ) — 59.3 Forest Acquisition 52.4 — (29.1 ) — 23.3 Durata Acquisition 49.0 — 6.4 (30.9 ) 24.5 Metrogel Acquisition 31.2 — 0.8 — 32.0 May 2014 Acquisition 19.1 — 0.8 (1.5 ) 18.4 Uteron Acquisition 10.4 — 0.2 — 10.6 Allergan Acquisition — 383.7 3.9 0.4 388.0 Auden Acquisition — 17.3 — 0.5 17.8 Other 19.7 — 0.2 (2.0 ) 17.9 Total $ 396.8 $ 401.0 $ 8.1 $ (108.6 ) $ 697.3 |
Business Restructuring Charges
Business Restructuring Charges | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring And Related Activities [Abstract] | |
Business Restructuring Charges | NOTE 18 — Business Restructuring Charges During 2014 and the six months ended June 30, 2015, activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the Allergan, Forest, Warner Chilcott and Actavis acquisitions as well as optimization of our operating cost structure through our global supply chain initiative. Restructuring activities for the six months ended June 30, 2015 as follows (in millions): Severance Retention Share-Based Compensation Accelerated Depreciation Other Total Reserve balance at December 31, 2014 $ 129.4 $ — $ — $ — $ 129.4 Acquired liability 27.9 — — 29.2 57.1 Charged to expense Cost of sales 29.9 11.1 1.7 15.0 57.7 Research and development 71.1 83.0 — — 154.1 Selling and marketing 77.1 42.0 — — 119.1 General and administrative 130.6 234.7 — 21.5 386.8 Total Expense 308.7 370.8 1.7 36.5 717.7 Cash payments (289.1 ) (127.1 ) — (20.0 ) (436.2 ) Other reserve impact (3.4 ) (243.7 ) (1.7 ) (1.0 ) (249.8 ) Reserve balance at June 30, 2015 $ 173.5 $ — $ — $ 44.7 $ 218.2 During the three months ended June 30, 2015 and 2014, the Company recognized restructuring charges of $133.0 million and $32.8 million, respectively. During the six months ended June 30, 2015 and 2014, the Company recognized restructuring charges of $717.7 million and $57.6 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 19 — 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 June 30, 2015, the Company’s consolidated balance sheet includes accrued loss contingencies of approximately $370.0 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 our business and a variety of claims (including, but not limited to, qui tam Antitrust Litigation Actos ® . On December 31, 2013 two putative class actions, on behalf of putative classes of indirect purchaser plaintiffs, were filed in the federal court for the Southern District of New York against Actavis plc and certain of its affiliates alleging that Watson Pharmaceuticals, Inc.’s (“Watson” now known as Actavis, Inc.) 2010 patent lawsuit settlement with Takeda Pharmaceutical, Co. Ltd. related to Actos ® (pioglitazone hydrochloride and metformin “Actos ® ”) is unlawful. Several additional complaints have also been filed. Plaintiffs then filed a consolidated, amended complaint on May 20, 2014. The amended complaint generally alleges 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. Defendants have moved to dismiss the amended complaint. In May 2015, two additional putative class action complaints, each of which makes similar allegations against the Company and Takeda, were filed by plaintiffs on behalf of a putative class of direct purchasers. 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 ® On January 29, 2009, the U.S. Federal Trade Commission and the State of California filed a lawsuit in federal district court in California alleging that the September 2006 patent lawsuit settlement between Watson 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 federal district court in California by various private plaintiffs purporting to represent certain classes of similarly situated claimants. On April 8, 2009, the Court transferred the government and private cases to the United States District Court for the Northern District of Georgia. The FTC and the private plaintiffs 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 (the “USPTO”), 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 ® . The Judicial Panel on Multidistrict Litigation (“JPML”) transferred all federal court actions then pending outside of Georgia to that district. The district court then granted the Company’s motion to dismiss all claims except the private plaintiffs’ sham litigation claims. After the dismissal was upheld by the Eleventh Circuit Court of Appeals, the FTC petitioned the United States Supreme Court to hear the case. 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”). The case in now back in the district court in Georgia August 5, 2014 the indirect purchaser plaintiffs filed an amended complaint which the Company answered on September 15, 2014. 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. Asacol ® On June 22, 2015, two class action complaints were filed in federal court in Massachusetts on behalf of a putative class of indirect purchasers. In each complaint plaintiffs allege that they paid higher prices for Warner Chilcott’s Asacol ® HD and Delzicol ® ® 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. Botox ® . On February 24, 2015, a class action complaint was filed in federal court in California. The complaint alleges unlawful market allocation in violation of Section 1 of the Sherman Act, 15 U.S.C. §1, agreement in restraint of trade in violation of 15 U.S.C. §1 of the Sherman Act, unlawful maintenance of monopoly market power in violation of Section 2 of the Sherman Act, 15 U.S.C. §2 of the Sherman Act, violations of California’s Cartwright Act, Section 16700 et seq. of Calif. Bus. and Prof. Code., and violations of California’s unfair competition law, Section 17200 et seq. of Calif. Bus. and Prof. Code. Plaintiffs filed an amended complaint on May 29, 2015. On June 29, 2015, the Company filed a motion to dismiss the complaint. 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 ® . 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. 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. While many of these actions have been dismissed, actions remain pending in various state courts, including California, Kansas, Tennessee, and Florida. There has been activity in Tennessee and Florida since 2003. In the action pending in Kansas, plaintiffs’ motion for class certification has been fully briefed. In the action pending in the California state court, following the decision from the United States Supreme Court in the matter involving AndroGel ® , described above, Plaintiffs and Bayer announced that they reached an agreement to settle the claims pending against Bayer and Bayer has now been dismissed from the action. 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 and on May 7, 2015, the California Supreme Court issued a ruling, consistent with the Supreme Court AndroGel Decision discussed above, 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. 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 ® . In July 2012, Mylan Pharmaceuticals Inc. (“Mylan”) filed a complaint against Warner Chilcott and Mayne Pharma International Pty. Ltd. (“Mayne”) in federal court in 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. 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 by purported indirect purchasers. In addition, four retailers filed in the same court a civil antitrust complaint in their individual capacities against Warner Chilcott and Mayne regarding Doryx ® . In each of the class and individual cases 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. All of the actions were consolidated in the federal district court. Warner Chilcott and Mayne’s motion to dismiss was denied without prejudice by the court in June 2013. Thereafter, Warner Chilcott and Mayne reached agreements to settle the claims of the Direct Purchaser Plaintiff class representatives, the Indirect Purchaser Plaintiff class representatives and each of the individual retailer plaintiffs. Warner Chilcott and Mylan filed motions for summary judgment on March 10, 2014. On April 16, 2015, the court issued an order granting Warner Chilcott and Mayne’s motion for summary judgment, denying Mylan’s summary judgment motion and entering judgment in favor of Warner Chilcott and Mayne on all counts. Mylan is appealing the district court’s decision to the Third Circuit Court of Appeals. 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 whether any additional similar suits will be filed. Lidoderm ® . On November 8, 2013, a putative class action was filed in the federal district court 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 in violation of federal and state antitrust and consumer protection laws. The complaint seeks declaratory and injunctive relief and damages. Additional lawsuits containing similar allegations have followed on behalf of other classes of putative direct purchasers and suits have been filed on behalf of putative classes of end-payer plaintiffs. The Company anticipates additional claims or lawsuits based on the same or similar allegations may be filed. On April 3, 2014 the JPML consolidated the cases in federal district court in California. Defendants filed motions to dismiss each of the plaintiff classes’ claims. On November 17, 2014, the court issued an order granting the motion in part but denying it with respect to the claims under Section 1 of the Sherman Act. Plaintiffs then filed an amended, consolidated complaint on December 19, 2014. Defendants have responded to the amended consolidated complaint. On March 5, 2015, a group of five retailers filed a civil antitrust complaint in their individual capacities regarding Lidoderm ® in the same court where it was consolidated with the direct and indirect purchaser class complaints. The retailer complaint recites similar facts and asserts similar legal claims for relief to those asserted in the related cases described above. The five retailers amended their complaint on July 27, 2015. 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 ® On April 5, 2013, two putative class actions were filed in the federal district court 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. Additional complaints have been filed by different plaintiffs seeking to represent the same putative class of end-payors. In addition to the end-payor suits, two lawsuits have been filed on behalf of a class of direct payors. The Company anticipates additional claims or lawsuits based on the same or similar allegations. After a hearing on September 26, 2013, the JPML issued an order transferring all related Loestrin ® 24 cases to the federal court for the District of Rhode Island. On September 4, 2014, the court granted the defendants’ motion to dismiss the complaint. The plaintiffs are appealing the district court’s decision to the First Circuit Court of Appeals. The Company believes it has substantial meritorious defenses and intends to defend itself vigorously including in the appeal of the district court’s decision granting the Company’s motion to dismiss. 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. Namenda ® . On September 15, 2014, the State of New York, through the Office of the Attorney General of the State of New York, filed a lawsuit in the United States District Court for the Southern District of New York alleging that Forest is acting to prevent or delay generic competition to Forest’s immediate-release product Namenda ® in violation of federal and New York antitrust laws and committed other fraudulent acts in connection with its commercial plans for Namenda ® XR. In the complaint, the state seeks unspecified monetary damages and injunctive relief. On September 24, 2014, the state filed a motion for a preliminary injunction prohibiting Forest from discontinuing or otherwise limiting the availability of immediate-release Namenda ® until the conclusion of the litigation. A hearing was held in November 2014 on the state’s preliminary injunction motion. On December 11, 2014, the district court issued a ruling granting the state’s injunction motion and issued an injunction on December 15, 2014. On May 22, 2015, the Court of Appeals for the Second Circuit affirmed the preliminary injunction. On June 5, 2015, Forest filed a petition with the Second Circuit for rehearing en banc. Forest’s petition remains pending. On May 29, 2015, a putative class action was filed on behalf of a class of direct purchasers and on June 8, 2015 a similar putative class action was filed on behalf of a class of indirect purchasers. The class action complaints make claims similar to those asserted by the New York Attorney General and also include claims that Namenda ® XR patent litigation settlements between Forest and generic companies also violated the antitrust laws. On June 12, 2015, the putative class of direct purchasers voluntarily dismissed its compliant without prejudice. 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. Zymar ® ® . On February 16, 2012, Apotex Inc. and Apotex Corp. filed a complaint in the federal district court in Delaware Senju Pharmaceuticals Co., Ltd. (“Senju”), Kyorin Pharmaceutical Co., Ltd. (“Kyorin”), and Allergan, Inc. (“Allergan”) alleging monopolization in violation of Section 2 of the Sherman Act, conspiracy to monopolize, and unreasonable restraint of trade in the market for gatifloxacin ophthalmic formulations, which includes Allergan’s ZYMAR ® gatifloxacin ophthalmic solution 0.3% and ZYMAXID ® gatifloxacin ophthalmic solution 0.5% products. On May 24, 2012, Allergan filed a motion to dismiss the complaint to the extent it seeks to impose liability for alleged injuries occurring prior to August 19, 2011, which is the date Apotex obtained final approval of its proposed generic product. Allergan and the other defendants also moved to dismiss. Defendants also filed a motion to stay the action pending resolution of related patent actions in the federal court in Delaware and in the U.S. Court of Appeals for the Federal Circuit. On February 7, 2013, the court granted defendants’ motion to stay the proceedings pending resolution of the appeal in the patent dispute and denied the motion to dismiss without prejudice to renew. On September 18, 2014, defendants filed a new motion to dismiss the Apotex plaintiffs’ complaint. On June 6, 2014, a separate antitrust class action complaint was filed in the federal district court in Delaware against the same defendants as in the Apotex case. The complaint alleges that defendants unlawfully excluded or delayed generic competition in the gatifloxacin ophthalmic formulations market (generic versions of ZYMAR ® and ZYMAXID ® ). On September 18, 2014, Allergan filed a motion to dismiss for lack of subject matter jurisdiction and joined in co-defendants’ motion to dismiss for failure to state a claim. The court dismissed Allergan’s motion on May 2, 2015. Thereafter, Allergan filed an answer to the complaint on June 1, 2015. 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. Commercial Litigation Botox ® . On June 3, 2014, the Regents for the University of the Colorado filed a complaint against Allergan, Inc. and Allergan Botox Limited (together, the “Allergan Parties”) in federal district court in Colorado. The complaint alleges various breaches of a license agreement. On July 24, 2014, plaintiffs filed an amended complaint alleging that the Allergan Parties breached the license agreement with the University of Colorado as follows: (1) failing to use a mutually agreed-upon survey provider for calculation of net BOTOX ® sales covered by the license agreement, (2) failing to provide books and records to the University, (3) failing to pay for an inspection by an outside vendor of the Allergan Parties’ books and records, (4) underpaying royalties owed, and (5) failing to prosecute the European patent application number 10169366.1. The Company has reached an agreement with plaintiffs to settle the dispute. Celexa ® ® . Forest and certain of its affiliates are defendants in three federal court actions filed on behalf of individuals who purchased Celexa ® and/or Lexapro ® for pediatric use, all of which have been consolidated for pretrial purposes in an MDL proceeding in the federal district court Massachusetts (the “Celexa ® /Lexapro ® MDL”). These actions, two of which were originally filed as putative nationwide class actions, and one of which is a putative California-wide class action, allege that Forest marketed Celexa ® and/or Lexapro ® for off-label pediatric use and paid illegal kickbacks to physicians to induce prescriptions of Celexa ® and Lexapro ® . The complaints assert various similar claims, including claims under the state consumer protection statutes and state common laws. Plaintiffs in the various actions sought to have certified California, Missouri, Illinois and New York state-wide classes. However, only the Missouri state class was certified. Forest subsequently reached an agreement with the MDL plaintiffs to settle the Missouri class claims, including claims by both individuals and third party payors that purchased Celexa ® or Lexapro ® for use by a minor from 1998 to December 31, 2013, for $7.65 million with a potential to increase the amount to $10.35 million if settling plaintiffs meet certain thresholds. On September 8, 2014 the court granted final approval for the settlement. Additional actions relating to the promotion of Celexa ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® Forest and certain of its affiliates are also named as defendants in two actions filed on behalf of entities or individuals who purchased or reimbursed certain purchases of Celexa ® ® ® ® ® ® The Company intends to continue to vigorously defend against these actions. At this time, the Company does not believe losses, if any, would have a material effect on the results of operations or financial position taken as a whole. Forest Laboratories Securities Litigation. In February and March 2014, several putative stockholder class actions were brought against Forest, Forest’s directors, Actavis plc, and certain of Actavis’s affiliates. Four actions were filed in the Delaware Court of Chancery and in New York State Supreme Court. The amended complaints in these actions seek, among other remedies, to enjoin Actavis’s proposed acquisition of Forest or damages in the event the transaction closes. The complaints generally allege, among other things, that the members of the Forest Board of Directors breached their fiduciary duties by agreeing to sell Forest for inadequate consideration and pursuant to an inadequate process, and that the disclosure document fails to disclose allegedly material information about the transaction. The complaints also allege that Actavis, and certain of its affiliates, aided and abetted these alleged breaches. On May 28, 2014, the defendants reached an agreement in principle with plaintiffs to settle both actions. The parties entered into a definitive stipulation of settlement on February 6, 2015 and on June 25, 2015, the court approved the settlement agreement. Furiex Securities Litigation . In May 2014, four putative stockholder class actions were brought against Forest, Furiex Pharmaceuticals, Inc. (“Furiex”), and Furiex’s board of directors in the Delaware Court of Chancery and in North Carolina state court. These actions alleged, among other things, that the members of the Furiex Board of Directors breached their fiduciary duties by agreeing to sell Furiex for inadequate consideration and pursuant to an inadequate process. These actions also alleged that Forest aided and abetted these alleged breaches. These actions sought class certification, to enjoin the proposed acquisition of Furiex, and an award of unspecified damages, attorneys’ fees, experts’ fees, and other costs. Two of the actions also sought rescission of the acquisition and unspecified rescissory damages if the acquisition was completed. On June 23, 2014, the defendants reached an agreement in principle with plaintiffs regarding a settlement of all actions, and on January 15, 2015, the parties entered into a stipulation of settlement which is subject to court approval. On July 1, 2015, the court approved the settlement agreement. Telephone Consumer Protection Act Litigation. A putative class action complaint against Anda, Inc. (“Anda”), a subsidiary of the Company, in Missouri state court alleging conversion and alleged violations of the Telephone Consumer Protection Act (“TCPA”) and Missouri Consumer Fraud and Deceptive Business Practices Act. An 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 complaint seeks to assert class action claims on behalf of the plaintiff and other similarly situated third parties. On May 19, 2011, the plaintiff’s filed a 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 but the court vacated the class certification hearing until the FCC Petition, described in more detail below, was addressed. On May 1, 2012, a separate action was filed in federal court in Florida, 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.” On July 10, 2012, Anda filed its answer and affirmative defenses. The parties filed a joint motion to stay the action pending the resolution of the FCC Petition which the court granted. In addition, in October 2012, Forest and certain of its affiliates were named as defendants, in a putative class action in federal court in Missouri. This suit alleges that Forest and another defendant violated the TCPA and was filed on behalf of a proposed class that includes all persons who, from four years prior to the filing of the action, were sent telephone facsimile messages of material advertising the commercial availability of any property, goods, or services by or on behalf of defendants, which did not display an opt-out notice compliant with a certain regulation promulgated by the FCC. On July 17, 2013, the district court granted Forest’s motion to stay the action pending the administrative proceeding initiated by the pending FCC Petition and a separate petition Forest filed. In a related matter, in November 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 did not rule on the application for review. On June 27, 2013, Forest filed a Petition for Declaratory Ruling with the FCC requesting that the FCC find that (1) the faxes at issue in the action complied, or substantially complied with the FCC regulation, and thus did not violate it, or (2) the FCC regulation was not properly promulgated under the TCPA. On January 31, 2014, the FCC issued a Public Notice seeking comment on several other recently-filed petitions, all similar to the one Anda filed in 2010. On October 30, 2014, the FCC issued a final order on the FCC Petition granting Anda, Forest and several other petitioners a retroactive waiver of the opt-out notice requirement for all faxes sent with express consent. The litigation plaintiffs, who had filed comments on the January 2014 Public Notice, have appealed the final order to the Court of Appeals for the District of Columbia. Anda, Forest and other petitioners have moved to intervene in the appeal seeking review of that portion of the FCC final order addressing the statutory basis for the opt out/express consent portion of the regulation. Anda and Forest believe they have substantial meritorious defenses to the putative class actions brought under the TCPA, and intend 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. Prescription Drug Abuse Litigation . On May 21, 2014, the California counties Santa Clara and Orange filed a lawsuit in California state court on behalf of the State of California against several pharmaceutical manufacturers. Plaintiffs named Actavis plc in the suit. The California plaintiffs filed an amended complaint on June 9, 2014. On June 2, 2014, the City of Chicago also filed a complaint in Illinois state court against the same set of defendants, including Actavis plc, that were sued in the California Action. Co-defendants in the action removed the matter to the federal court in Illinois. Both the California and Chicago complaints allege that the manufacturer defendants engaged in a deceptive campaign to promote their products in violation of state and local laws. Each of the complaints seeks unspecified monetary damages, penalties and injunctive relief. Defendants have moved to dismiss the complaints in each action. On May 8, 2015, the court in the Chicago litigation granted the Company’s motion to dismiss the complaint but has given plaintiff the opportunity to replead its claims. The Company anticipates that additional suits will be filed. The Company believes it has several meritorious defenses to the claims alleged. However, an adverse determination in these actions could have an adverse effect on the Company’s business, results of operations, financial condition and cash flows. Testosterone Replacement Therapy Class Action . On November 24, 2014, the Company was served with a putative class action complaint filed on behalf a class of third party payers in federal court in Illinois. The suit alleges that the Company and other named pharmaceutical defendants violated various laws including the federal Racketeer Influenced and Corrupt Organizations Act and state consumer protection laws in connection with the sale and marketing of certain testosterone replacement therapy pharmaceutical products (“TRT Products”), including the Company’s Androderm ® product. This matter was filed in the TRT Products Liability MDL, described in more detail below, notwithstanding that it is not a product liability matter. Plaintiff alleges that it reimbursed third parties for dispensing TRT Products to beneficiaries of its insurance policies. Plaintiff seeks to obtain certain equitable relief, including injunctive relief and an order requiring restitution and/or disgorgement, and to recove |
Warner Chilcott Limited ("WCL")
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2015 | |
Warner Chilcott Acquisition [Member] | |
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information | NOTE 20 – Warner Chilcott Limited (“WCL”) Guarantor and Non-Guarantor Condensed Consolidating Financial Information The following financial information is presented to segregate the financial results of WCL, Actavis Funding SCS, and Actavis, Inc. (the issuers of the long-term notes), the guarantor subsidiaries for the long-term notes and the non-guarantor subsidiaries. The guarantors jointly and severally, and fully and unconditionally, guarantee the Company’s obligation under the long-term notes. The information includes elimination entries necessary to consolidate the guarantor and the non-guarantor subsidiaries. Investments in subsidiaries are accounted for using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, equity and intercompany balances and transactions. WCL, Actavis Capital S.a.r.l. and Actavis, Inc. are guarantors of the long-term notes. Warner Chilcott Limited has revised its consolidating balance sheet as previously presented in Footnote 25 of the 2014 Annual Report on Form 10-K due to an incorrect presentation of intercompany activity relating to certain subsidiaries inappropriately included in the Actavis, Inc. and non-guarantor columns of such disclosure. The Company overstated the line item “Investment in Subsidiaries” for the non-guarantor column with an offsetting amount in total equity with a corresponding offset to the elimination column. Also, the Company understated in the footnote disclosure for the guarantor labeled Actavis, Inc. the net income with a corresponding offset to the elimination column. Specifically, the balance sheet caption “Investment in Subsidiaries” has been revised from the previously reported amount of $3,747.2 million as of December 31, 2014 to $4,761.1 million with an offset to total equity. Further, the line item disclosure related to the earnings in equity subsidiaries in the consolidating statement of operations footnote will be revised from a loss of $(127.7) million for the year end December 31, 2014 to income of $886.2 when next presented. The amounts presented in the Quarterly Report on Form 10-Q for the period ended September 30, 2014 will also be revised when presented next. No other periods were impacted. There is no impact to the consolidated financial statements of Allergan plc or Warner Chilcott Limited as previously filed in the 2014 Annual Report on Form 10-K or Quarterly Reports on Form 10-Q. The following financial information presents the consolidating balance sheets as of June 30, 2015 and December 31, 2014, the related statement of operations for the three and six months ended June 30, 2015 and 2014 and the statement of cash flows for the six months ended June 30, 2015 and 2014. Warner Chilcott Limited Consolidating Balance Sheets As of June 30, 2015 (Unaudited; in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ — $ 0.7 $ — $ 2.3 $ 1,462.4 $ — $ 1,465.4 Marketable securities — — — — 8.5 — 8.5 Accounts receivable, net — — — — 4,420.1 — 4,420.1 Receivable from Parents — — — — 388.7 — 388.7 Inventories, net — — — — 2,786.0 — 2,786.0 Intercompany receivables — 93,055.5 24,789.9 13,568.3 113,098.4 (244,512.1 ) — Prepaid expenses and other current assets — 12.6 24.5 6.0 957.6 — 1,000.7 Current assets held for sale — — — — 38.0 — 38.0 Deferred tax assets — — — — 711.6 — 711.6 Total current assets — 93,068.8 24,814.4 13,576.6 123,871.3 (244,512.1 ) 10,819.0 Property, plant and equipment, net — — — 65.6 2,793.4 — 2,859.0 Investments and other assets — 17.7 136.8 35.9 339.9 — 530.3 Investment in subsidiaries 71,404.2 67,663.1 — 5,152.5 — (144,219.8 ) — Deferred tax assets — — — — 113.6 — 113.6 Product rights and other intangibles — — — — 72,825.0 — 72,825.0 Goodwill — — — — 51,596.3 — 51,596.3 Total assets $ 71,404.2 $ 160,749.6 $ 24,951.2 $ 18,830.6 $ 251,539.5 $ (388,731.9 ) $ 138,743.2 Current liabilities: Accounts payable and accrued expenses — 3.3 213.8 177.3 5,513.2 — $ 5,907.6 Intercompany payables — 91,348.0 102.3 21,648.1 131,413.7 (244,512.1 ) — Payable to Parents — — — — 1,039.8 — 1,039.8 Income taxes payable — — — 70.4 — — 70.4 Current portion of long-term debt and capital leases — 556.7 — — 994.2 — 1,550.9 Deferred revenue — — — — 25.7 — 25.7 Current liabilities held for sale — — — — — — — Deferred tax liabilities — — — — 57.5 — 57.5 Total current liabilities — 91,908.0 316.1 21,895.8 139,044.1 (244,512.1 ) 8,651.9 Long-term debt and capital leases — 7,287.5 24,634.9 4,272.1 5,124.9 — 41,319.4 Deferred revenue — — — — 56.4 — 56.4 Other long-term liabilities — — — 3.2 1,164.3 — 1,167.5 Other taxes payable — — — 907.7 — — 907.7 Deferred tax liabilities — — — — 15,236.1 — 15,236.1 Total liabilities — 99,195.5 24,951.0 27,078.8 160,625.8 (244,512.1 ) 67,339.0 Total equity 71,404.2 61,554.1 0.2 (8,248.2 ) 90,913.7 (144,219.8 ) 71,404.2 Total liabilities and equity $ 71,404.2 $ 160,749.6 $ 24,951.2 $ 18,830.6 $ 251,539.5 $ (388,731.9 ) $ 138,743.2 Warner Chilcott Limited Consolidating Balance Sheets As of December 31, 2014 ($ in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ 0.1 $ 5.5 $ — $ 1.5 $ 237.2 $ — $ 244.3 Marketable securities — — — — 1.0 — 1.0 Accounts receivable, net — — — — 2,371.6 — 2,371.6 Receivable from Parents — — — — 269.8 — 269.8 Inventories — — — — 2,075.5 — 2,075.5 Intercompany receivables — 22,987.9 3,659.0 18,720.9 52,730.5 (98,098.3 ) — Prepaid expenses and other current assets — 123.1 2.7 — 604.7 — 730.5 Current assets held for sale — — — — 949.2 — 949.2 Deferred tax assets — — — — 500.3 — 500.3 Total current assets 0.1 23,116.5 3,661.7 18,722.4 59,739.8 (98,098.3 ) 7,142.2 Property, plant and equipment, net — — — 50.7 1,543.1 — 1,593.8 Investments and other assets — 9.0 23.6 82.9 119.9 — 235.4 Investment in subsidiaries 28,076.9 24,064.7 — 4,761.1 — (56,902.7 ) — Deferred tax assets — — — — 107.4 — 107.4 Product rights and other intangibles — — — — 19,188.4 — 19,188.4 Goodwill — — — — 24,521.5 — 24,521.5 Total assets $ 28,077.0 $ 47,190.2 $ 3,685.3 $ 23,617.1 $ 105,220.1 $ (155,001.0 ) $ 52,788.7 Current liabilities: Accounts payable and accrued expenses — 2.8 6.1 159.0 3,999.6 — $ 4,167.5 Intercompany payables — 25,953.8 2.0 26,774.7 45,367.8 (98,098.3 ) — Payable to Parents — — — — 521.1 — 521.1 Income taxes payable — — — 50.4 — — 50.4 Current portion of long-term debt and capital leases — 571.6 — — 125.8 — 697.4 Deferred revenue — — — — 27.0 — 27.0 Current liabilities held for sale — — — — 25.9 — 25.9 Deferred tax liabilities — — — — 47.3 — 47.3 Total current liabilities — 26,528.2 8.1 26,984.1 50,114.5 (98,098.3 ) 5,536.6 Long-term debt and capital leases — 2,516.0 3,677.2 4,270.7 4,382.4 — 14,846.3 Deferred revenue — — — — 38.8 — 38.8 Other long-term liabilities — — — — 335.9 — 335.9 Other taxes payable — — — 892.2 — — 892.2 Deferred tax liabilities — — — — 3,061.9 — 3,061.9 Total liabilities — 29,044.2 3,685.3 32,147.0 57,933.5 (98,098.3 ) 24,711.7 Total equity 28,077.0 18,146.0 — (8,529.9 ) 47,286.6 (56,902.7 ) 28,077.0 Total liabilities and equity $ 28,077.0 $ 47,190.2 $ 3,685.3 $ 23,617.1 $ 105,220.1 $ (155,001.0 ) $ 52,788.7 Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended June 30, 2015 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 5,755.0 $ — $ 5,755.0 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 2,130.1 — 2,130.1 Research and development — — — — 454.9 — 454.9 Selling and marketing — — — — 981.0 — 981.0 General and administrative — 1.0 0.1 80.1 394.8 — 476.0 Amortization — — — — 1,673.5 — 1,673.5 In process research and development impairments — — — — 197.6 — 197.6 Asset sales and impairments, net — — — 0.3 0.3 — 0.6 Total operating expenses — 1.0 0.1 80.4 5,832.2 — 5,913.7 Operating income / (loss) — (1.0 ) (0.1 ) (80.4 ) (77.2 ) — (158.7 ) Non-operating income (expense): Interest income / (expense), net — 235.9 2.4 (43.6 ) (532.0 ) — (337.3 ) Other income (expense), net — (1.9 ) — — (46.8 ) — (48.7 ) Total other income (expense), net — 234.0 2.4 (43.6 ) (578.8 ) — (386.0 ) Income / (loss) before income taxes and noncontrolling interest — 233.0 2.3 (124.0 ) (656.0 ) — (544.7 ) Provision for income taxes — — — (45.3 ) (262.0 ) — (307.3 ) (Earnings) / losses of equity interest subsidiaries 238.9 390.9 — (132.8 ) — (497.0 ) — Net income / (loss) $ (238.9 ) $ (157.9 ) $ 2.3 $ 54.1 $ (394.0 ) $ 497.0 $ (237.4 ) (Income) / loss attributable to noncontrolling interest — — — — (1.5 ) — (1.5 ) Net income / (loss) attributable to ordinary shareholders $ (238.9 ) $ (157.9 ) $ 2.3 $ 54.1 $ (395.5 ) $ 497.0 $ (238.9 ) Other Comprehensive income / (loss) 772.9 751.5 — — 772.9 (1,524.4 ) 772.9 Comprehensive income / (loss) $ 534.0 $ 593.6 $ 2.3 $ 54.1 $ 377.4 $ (1,027.4 ) $ 534.0 Warner Chilcott Limited Consolidating Statements of Operations For the Six Months Ended June 30, 2015 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 9,989.2 $ — $ 9,989.2 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 3,843.5 — 3,843.5 Research and development — — — — 885.9 — 885.9 Selling and marketing — — — — 1,716.5 — 1,716.5 General and administrative — 213.2 16.1 89.9 846.2 — 1,165.4 Amortization — — — — 2,598.9 — 2,598.9 In process research and development impairments — — — — 197.6 — 197.6 Asset sales and impairments, net — — — 0.3 58.1 — 58.4 Total operating expenses — 213.2 16.1 90.2 10,146.7 — 10,466.2 Operating income / (loss) — (213.2 ) (16.1 ) (90.2 ) (157.5 ) — (477.0 ) Non-operating income (expense): Interest income / (expense), net — 288.3 (14.7 ) (87.4 ) (693.6 ) — (507.4 ) Other income (expense), net — (265.4 ) 31.0 0.1 (12.4 ) — (246.7 ) Total other income (expense), net — 22.9 16.3 (87.3 ) (706.0 ) — (754.1 ) Income / (loss) before income taxes and noncontrolling interest — (190.3 ) 0.2 (177.5 ) (863.5 ) — (1,231.1 ) Provision for income taxes — — — (67.8 ) (417.2 ) — (485.0 ) (Earnings) / losses of equity interest subsidiaries 747.3 609.5 — (391.4 ) — (965.4 ) — Net income / (loss) $ (747.3 ) $ (799.8 ) $ 0.2 $ 281.7 $ (446.3 ) $ 965.4 $ (746.1 ) (Income) / loss attributable to noncontrolling interest — — — — (1.2 ) — (1.2 ) Net income / (loss) attributable to ordinary shareholders $ (747.3 ) $ (799.8 ) $ 0.2 $ 281.7 $ (447.5 ) $ 965.4 $ (747.3 ) Other Comprehensive income / (loss) 455.0 520.6 — — 455.0 (975.6 ) 455.0 Comprehensive income / (loss) $ (292.3 ) $ (279.2 ) $ 0.2 $ 281.7 $ 7.5 $ (10.2 ) $ (292.3 ) Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended June 30, 2014 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 2,667.2 $ — $ 2,667.2 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 1,296.5 — 1,296.5 Research and development — — — — 158.0 — 158.0 Selling and marketing — — — — 291.5 — 291.5 General and administrative — — — 27.8 234.8 — 262.6 Goodwill impairment — — — — — — — Amortization — — — — 422.9 — 422.9 In process research and development impairments — — — — 16.3 — 16.3 Asset sales and impairments, net — — — 0.1 5.7 — 5.8 Total operating expenses — — — 27.9 2,425.7 — 2,453.6 Operating income / (loss) — — — (27.9 ) 241.5 — 213.6 Non-operating income (expense): Interest income / (expense), net — 89.3 (4.6 ) (45.4 ) (117.2 ) — (77.9 ) Other income (expense), net — (13.5 ) — — (22.3 ) — (35.8 ) Total other income (expense), net — 75.8 (4.6 ) (45.4 ) (139.5 ) — (113.7 ) Income / (loss) before income taxes and noncontrolling interest — 75.8 (4.6 ) (73.3 ) 102.0 — 99.9 Provision for income taxes — — — (22.0 ) 58.9 — 36.9 (Earnings) / losses of equity interest subsidiaries (61.3 ) (5.9 ) — (220.4 ) — 287.6 — Net income / (loss) $ 61.3 $ 81.7 $ (4.6 ) $ 169.1 $ 43.1 $ (287.6 ) $ 63.0 (Income) / loss attributable to noncontrolling interest — — — — (0.1 ) — (0.1 ) Net income / (loss) attributable to ordinary shareholders $ 61.3 $ 81.7 $ (4.6 ) $ 169.1 $ 43.0 $ (287.6 ) $ 62.9 Other Comprehensive income / (loss) 6.6 9.0 — — 6.6 (15.6 ) 6.6 Comprehensive income / (loss) $ 67.9 $ 90.7 $ (4.6 ) $ 169.1 $ 49.6 $ (303.2 ) $ 69.5 Warner Chilcott Limited Consolidating Statements of Operations For the Six Months Ended June 30, 2014 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 5,322.3 $ — $ 5,322.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 2,589.5 — 2,589.5 Research and development — — — — 329.5 — 329.5 Selling and marketing — — — — 574.6 — 574.6 General and administrative — — — 60.1 478.9 — 539.0 Goodwill impairment — — — — — — — Amortization — — — — 847.1 — 847.1 In process research and development impairments — — — — 16.3 — 16.3 Asset sales and impairments, net — — — (0.1 ) 5.5 — 5.4 Total operating expenses — — — 60.0 4,841.4 — 4,901.4 Operating income / (loss) — — — (60.0 ) 480.9 — 420.9 Non-operating income (expense): Interest income / (expense), net — 177.9 (4.6 ) (90.7 ) (232.3 ) — (149.7 ) Other income (expense), net — (23.0 ) — 0.1 (7.9 ) — (30.8 ) Total other income (expense), net — 154.9 (4.6 ) (90.6 ) (240.2 ) — (180.5 ) Income / (loss) before income taxes and noncontrolling interest — 154.9 (4.6 ) (150.6 ) 240.7 — 240.4 Provision for income taxes — — — (48.8 ) 130.1 — 81.3 (Earnings) / losses of equity interest subsidiaries (158.8 ) (132.8 ) — (509.6 ) — 801.2 — Net income / (loss) $ 158.8 $ 287.7 $ (4.6 ) $ 407.8 $ 110.6 $ (801.2 ) $ 159.1 (Income) / loss attributable to noncontrolling interest — — — — (0.3 ) — (0.3 ) Net income / (loss) attributable to ordinary shareholders $ 158.8 $ 287.7 $ (4.6 ) $ 407.8 $ 110.3 $ (801.2 ) $ 158.8 Other Comprehensive income / (loss) (0.2 ) 2.4 — — (0.2 ) (2.2 ) (0.2 ) Comprehensive income / (loss) $ 158.6 $ 290.1 $ (4.6 ) $ 407.8 $ 110.1 $ (803.4 ) $ 158.6 Warner Chilcott Limited Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (Unaudited; in millions) Warner Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net income / (loss) $ (747.3 ) $ (799.8 ) $ 0.2 $ 281.7 $ (446.3 ) $ 965.4 $ (746.1 ) Reconciliation to net cash provided by operating activities: (Earnings) / losses of equity interest subsidiaries 747.3 609.5 — (391.4 ) — (965.4 ) — Depreciation — — — 0.1 132.4 — 132.5 Amortization — — — — 2,598.9 — 2,598.9 Provision for inventory reserve — — — — 63.4 — 63.4 Share-based compensation — — — 18.3 382.4 — 400.7 Deferred income tax benefit — — — — (588.9 ) — (588.9 ) In-process research and development impairments — — — — 197.6 — 197.6 Loss / (gain) on asset sales and impairments, net 58.4 58.4 Amortization of inventory step up — — — — 706.1 — 706.1 Amortization of deferred financing costs — 268.8 8.6 2.0 1.1 — 280.5 Accretion and contingent consideration — — — — 8.1 — 8.1 Dividends from subsidiaries 68.8 68.8 — — — (137.6 ) — Other, net — — — — 64.3 — 64.3 Changes in assets and liabilities (net of effects of acquisitions) (0.1 ) (4,672.9 ) (20,820.7 ) 111.9 24,129.4 — (1,252.4 ) Net cash provided by operating activities 68.7 (4,525.6 ) (20,811.9 ) 22.6 27,306.9 (137.6 ) 1,923.1 Cash Flows From Investing Activities: Additions to property plant and equipment — — — (21.8 ) (226.4 ) — (248.2 ) Additions to product rights and other intangibles — — — — (28.5 ) — (28.5 ) Additions to investments (9,000.8 ) (9,000.8 ) — — (21.0 ) 18,001.6 (21.0 ) Proceeds from sale of investments and other assets — — — — 855.8 — 855.8 Proceeds from sales of property, plant and equipment — — — — 81.5 — 81.5 Acquisitions of business, net of cash acquired — — — — (35,109.9 ) — (35,109.9 ) Net cash (used in) investing activities (9,000.8 ) (9,000.8 ) — (21.8 ) (34,448.5 ) 18,001.6 (34,470.3 ) Cash Flows From Financing Activities: Proceeds from borrowings of long-term indebtedness — 5,500.0 20,955.6 — 0.8 — 26,456.4 Proceeds from borrowings on credit facility — 2,810.0 — — 72.0 — 2,882.0 Debt issuance and other financing costs — (167.1 ) (143.7 ) — — — (310.8 ) Payments on debt, including capital lease obligations — (3,553.3 ) — — (542.9 ) — (4,096.2 ) Payments of contingent consideration — — — — (92.0 ) — (92.0 ) Dividends to Parent (68.8 ) (68.8 ) — — (68.8 ) 137.6 (68.8 ) Contribution from Parent 9,000.8 9,000.8 — — 9,000.8 (18,001.6 ) 9,000.8 Net cash provided by / (used in) financing activities 8,932.0 13,521.6 20,811.9 — 8,369.9 (17,864.0 ) 33,771.4 Effect of currency exchange rate changes on cash and cash equivalents — — — — (3.1 ) — (3.1 ) Movement in cash held for sale — — — — — — — Net increase / (decrease) in cash and cash equivalents (0.1 ) (4.8 ) — 0.8 1,225.2 — 1,221.1 Cash and cash equivalents at beginning of period 0.1 5.5 — 1.5 237.2 — 244.3 Cash and cash equivalents at end of period $ — $ 0.7 $ — $ 2.3 $ 1,462.4 $ — $ 1,465.4 Warner Chilcott Limited Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2014 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net income / (loss) $ 158.8 $ 287.7 $ (4.6 ) $ 407.8 $ 110.6 $ (801.2 ) $ 159.1 Reconciliation to net cash provided by operating activities: (Earnings) / losses of equity interest subsidiaries (158.8 ) (132.8 ) — (509.6 ) — 801.2 — Depreciation — — — 0.2 104.9 — 105.1 Amortization — — — — 847.1 — 847.1 Provision for inventory reserve — — — — 75.3 — 75.3 Share-based compensation — — — 1.4 29.8 — 31.2 Deferred income tax benefit — — — — (151.5 ) — (151.5 ) In-process research and development impairments — — — — 16.3 — 16.3 Loss / (gain) on asset sales and impairments, net — — — — 27.4 — 27.4 Amortization of inventory step up — — — — 210.0 — 210.0 Amortization of deferred financing costs — 1.0 22.9 2.4 0.1 — 26.4 Accretion and contingent consideration — — — — (27.9 ) — (27.9 ) Dividends from subsidiaries — — — — — — — Other, net — — — — (10.0 ) — (10.0 ) Changes in assets and liabilities (net of effects of acquisitions) — 3,764.0 (3,642.6 ) 126.2 (670.6 ) — (423.0 ) Net cash provided by operating activities — 3,919.9 (3,624.3 ) 28.4 561.5 — 885.5 Cash Flows From Investing Activities: Additions to property plant and equipment — — — (7.5 ) (73.3 ) — (80.8 ) Additions to product rights and other intangibles — — — — — — — Proceeds from sale of assets — — — — 18.0 — 18.0 Proceeds from sales of property, plant and equipment — — — — 4.2 — 4.2 Acquisitions of business, net of cash acquired — — — — (119.2 ) — (119.2 ) Net cash (used in) investing activities — — — (7.5 ) (170.3 ) — (177.8 ) Cash Flows From Financing Activities: Proceeds from borrowings on credit facility — 80.0 — — — — 80.0 Proceeds from borrowings of long-term indebtedness — — 3,676.2 — — — 3,676.2 Debt issuance and other financing costs — — (51.9 ) — — — (51.9 ) Payments on debt, including capital lease obligations — (417.8 ) — — (50.0 ) — (467.8 ) Payments of contingent consideration — — — — (7.8 ) — (7.8 ) Net cash provided by / (used in) financing activities — (337.8 ) 3,624.3 — (57.8 ) — 3,228.7 Effect of currency exchange rate changes on cash and cash equivalents — — — — (3.8 ) — (3.8 ) Movement in cash held for sale — — — — 37.0 — 37.0 Net increase / (decrease) in cash and cash equivalents — 3,582.1 — 20.9 366.6 — 3,969.6 Cash and cash equivalents at beginning of period 0.1 0.3 — 1.4 321.7 — 323.5 Cash and cash equivalents at end of period $ 0.1 $ 3,582.4 $ — $ 22.3 $ 688.3 $ — $ 4,293.1 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21 – Subsequent Events On July 6, 2015, the Company announced it has entered an agreement to acquire Oculeve Inc. (“Oculeve”), a development-stage medical device company focused on developing novel treatments for dry eye disease. Under the terms of the agreement, the Company will acquire Oculeve for a $125.0 million upfront payment and commercialization milestone payments related to Oculeve’s lead development program OD-01, a non-invasive nasal neurostimulation device that increases tear production in patients with dry eye disease. The transaction is expected to close in the third quarter of 2015. Only July 7, 2015, the Company announced that it has entered into an agreement with Merck & Co. (“Merck”), known as MSD outside the United States and Canada, under which the Company will acquire the exclusive worldwide rights to Merck’s investigational small molecule oral calcitonin gene-related peptide receptor antagonists, which are being developed for the treatment and prevention of migraines. The deal is subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”). The Company will acquire these rights for an upfront payment of $250.0 million, $125.0 million of which is payable upon HSR clearance and $125.0 million of which is payable in April 2016. Additionally, Merck will be owed contingent payments based on commercial and development milestones. On July 26, 2015, the Company announced that it has entered into an agreement to acquire Naurex Inc. (“Naurex”), a clinical-stage biopharmaceutical company developing transformative therapies for challenging disorders of the central nervous system, in an all-cash transaction. Under the terms of the agreement, Allergan will acquire Naurex for a $560.0 million upfront payment net of cash acquired, $460.0 million of which is payable upon the closing of the acquisition and $100.0 million of which is payable by January of 2016 (or upon the closing if the closing has not occurred by such time), as well as potential R&D success-based and sales-threshold milestone payments. Effective July 26, 2015 we entered into a master purchase agreement under which Teva Pharmaceutical Industries Ltd. agreed to acquire our global generic pharmaceuticals business and certain other assets for $40.5 billion. We will receive $33.75 billion in cash and $6.75 billion in Teva stock. Under the agreement, Teva will acquire our global generics business, including the US and international generic commercial units, third-party supplier Medis, global generic manufacturing operations, the global generic R&D unit, the international over-the-counter commercial unit (excluding OTC eye care products) and some established international brands. The results of these operations are primarily reflected in our International Brands and Global Generics segments, along with certain shared general and administrative corporate costs. The transaction is subject to customary closing conditions and expected to close in 2016 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Revenue Recognition Including Multiple-Element Arrangements | Revenue Recognition Including Multiple-Element Arrangements General Revenue from product sales is recognized when title and risk of loss to the product transfers to the customer, which is based on the transaction shipping terms. Recognition of revenue also requires reasonable assurance of collection of sales proceeds, the seller’s price to the buyer to be fixed or determinable and the completion of all performance obligations. The Company warrants products against defects and for specific quality standards, permitting the return of products under certain circumstances. Product sales are recorded net of all sales-related deductions including, but not limited to: chargebacks, trade discounts, billback adjustments, sales returns and allowances, commercial and government rebates, customer loyalty programs and fee for service arrangements with certain distributors, which we refer to in the aggregate as “SRA” allowances. 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 when revenue can be reasonably measured. Multiple-Element Arrangements 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 Accounting Standards 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. |
Provisions for SRAs | Provisions for SRAs 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 gross revenue from the sale of products, an estimate of SRA is recorded, which reduces the product revenues. Accounts receivable and/or accrued liabilities are also reduced and/or increased by the SRA amount. These provisions are estimated based on historical payment experience, historical relationship of the deductions to gross product revenues, government regulations, estimated utilization or redemption rates, estimated customer inventory levels and current contract sales terms. The estimation process used to determine our SRA provision has been applied on a consistent basis and no material revenue 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. Chargebacks — 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 certain 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 recipients 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, third-party managed care and Medicare Part D rebates, Medicaid rebates and other government rebates. Rebates are accrued based on an estimate of claims to be paid for product sold into trade by the Company. Volume rebates are generally offered to customers as an incentive to use 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 third-party 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 provisions for government rebates are based, in part, upon historical experience of claims submitted by the various states / authorities, contractual terms and government regulations. We monitor legislative changes to determine what impact such legislation may have on our provision. Cash Discounts — Cash discounts are provided to customers that pay within a specific period. The provision for cash discounts is estimated based upon invoice billings and historical customer payment experience. The Company’s experience of payment history is fairly consistent and most customer payments qualify for the cash discount. Returns and Other Allowances — The Company’s provision for returns and other allowances include returns, pricing adjustments, promotional allowances, 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 policy, credits for customer returns of products are applied against outstanding account activity or are settled in cash. Product exchanges are not permitted. Customer returns of product are generally not resalable. 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. Pricing adjustments, 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 customers and includes estimates of existing customer inventory levels based upon their historical purchasing patterns. We regularly monitor all price changes to 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 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. Loyalty cards allow the end user patients a discount per prescription and is accrued based on historical experience, contract terms and the volume of product and cards in the distribution channel. Accounts receivable balances in the Company’s consolidated financial statements are presented net of SRA estimates. SRA balances in accounts receivable were $1,419.4 million and $1,660.9 million at June 30, 2015 and December 31, 2014, respectively. SRA balances within accounts payable and accrued expenses were $1,847.5 million and $1,323.4 million at June 30, 2015 and December 31, 2014, respectively. The movements in the SRA reserve balances in the six months ended June 30, 2015 are as follows (in millions): Balance as of December 31, 2014 $ 2,984.3 Acquired reserves in the Allergan Acquisition (defined below) 429.5 Provision to reduce gross product sales to net product sales 6,751.3 Payments and other (6,898.2 ) Balance as of June 30, 2015 $ 3,266.9 The provisions recorded to reduce gross product sales to net product sales were as follows ($ in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Gross product sales $ 9,252.0 $ 4,505.7 $ 16,635.5 $ 8,834.7 Provisions to reduce gross product sales to net product sales (3,561.3 ) (1,879.7 ) (6,751.3 ) (3,611.8 ) Net product sales $ 5,690.7 $ 2,626.0 $ 9,884.2 $ 5,222.9 Percentage of provisions to gross sales 38.5 % 41.7 % 40.6 % 40.9 % The movement in the percentage of provisions to gross sales is a result of changes in product mix, competition and channels of distribution. In the six months ended June 30, 2015, the Company increased sales of branded products, which lowered the provision percentage. Offsetting this, was the impact of increased generic competition on some of the Company’s larger generic products which increased the rebates offered, as well as a higher portion of sales going through the wholesale channel, which has the impact of raising the rebate and chargeback percentages. |
Warranties | Warranties As a result of the Allergan Acquisition, the Company provides warranty programs for breast implant sales primarily in the United States, Europe and certain other countries. Management estimates the amount of potential future claims from these warranty programs based on actuarial analyses. Expected future obligations are determined based on the history of product shipments and claims and are discounted to a current value. The provision for warranty expense in the six months ended June 30, 2015 was $1.7 million. The liability is included in both current and long-term liabilities in the Company’s consolidated balance sheets and amounted to $8.5 million and $30.3 million, respectively, as of June 30, 2015. The U.S. programs include the ConfidencePlus ® ConfidencePlus ® ConfidencePlus ® ConfidencePlus ® |
Goodwill and Intangible Assets with Indefinite-Lives | Goodwill and Intangible Assets with Indefinite-Lives General 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 impact to net (loss) / income and (loss) / 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. Upon abandonment, the assets are impaired. 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, research and development (“R&D”) costs, selling and marketing costs and other costs which may be allocated), 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, and 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, market risk and regulatory risk. Changes in these assumptions 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. Annual Testing During the second quarter of 2015, we performed our annual impairment assessment of goodwill. We also assessed IPR&D intangible assets and trade name intangible assets with indefinite-lives for impairment. The Company utilized a discount rate for its reporting units of 10.0% and long-term growth rates ranging from 0.0% to 5.0% in its estimation of fair value. The factors used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management. Changes in the key assumptions by management can change the results of testing. The Company determined there was no impairment associated with goodwill or trade name intangible assets. During the second quarter of 2015, the Company recorded a $197.6 million impairment related to IPR&D for select projects as the Company revised its sales forecast of certain assets as well as the timing of the launch of certain projects. |
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. Refer to “NOTE 19 — Commitments and Contingencies” for more information. |
Earnings Per Share ("EPS") | Earnings Per Share (“EPS”) The Company computes 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 ordinary 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. Diluted EPS also includes the impact of ordinary share equivalents to be issued upon the mandatory conversion of the Company’s preferred shares. Ordinary share equivalents have been excluded where their inclusion would be anti-dilutive. A reconciliation of the numerators and denominators of basic and diluted EPS consisted of the following (in millions, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 EPS — basic Net (loss) / income attributable to ordinary shareholders $ (312.7 ) $ 48.7 $ (847.9 ) $ 145.2 Basic weighted average ordinary shares outstanding 392.6 174.2 341.3 174.0 EPS — basic $ (0.80 ) $ 0.28 $ (2.48 ) $ 0.83 EPS — diluted Net (loss) / income attributable to ordinary shareholders $ (312.7 ) $ 48.7 $ (847.9 ) $ 145.2 Basic weighted average ordinary shares outstanding 392.6 174.2 341.3 174.0 Effect of dilutive securities: Dilutive stock awards — 0.8 — 1.0 Diluted weighted average ordinary shares outstanding 392.6 175.0 341.3 175.0 EPS — diluted $ (0.80 ) $ 0.28 $ (2.48 ) $ 0.83 Stock awards to purchase 5.1 million and 4.7 million ordinary shares for the three and six months ended June 30, 2015, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive. The weighted average impact of ordinary share equivalents of 16.7 million and 11.1 million for the three and six months ended June 30, 2015, respectively, which are anticipated to result from the mandatory conversion of the Company’s preferred shares were not included in the calculation of diluted EPS as their impact would be anti-dilutive. There were no anti-dilutive shares for the three and six months ended June 30, 2014. |
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. The Company also incurs costs with contract terminations and costs of transferring products as part of restructuring activities. Refer to “NOTE 18 — Business Restructuring Charges” for more information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the FASB issued guidance which changes the classification of debt issuance costs, from being an asset on the balance sheet to netting the costs against the carrying value of the debt. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Management believes that the adoption of this guidance will not have a material impact on our financial statements. |
Reconciliation of Warner Chil29
Reconciliation of Warner Chilcott Limited Results to Allergan plc Results (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Adjusted Earnings Before Interest Taxes Depreciation And Amortization And Other Non Cash Items [Abstract] | |
Summary of Assets Reconciliation Results of Warner Chilcott Limited to Allergan Plc | June 30, 2015 December 31, 2014 Allergan Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference Cash and cash equivalents $ 1,517.9 $ 1,465.4 $ 52.5 $ 250.0 $ 244.3 $ 5.7 Accounts receivable, net 4,420.1 4,420.1 — 2,372.3 2,371.6 0.7 Prepaid expenses and other current assets 1,004.8 1,000.7 4.1 733.4 730.5 2.9 Property, plant and equipment, net 2,859.0 2,859.0 — 1,594.7 1,593.8 0.9 Accounts payables and accrued liabilities 5,945.0 5,907.6 37.4 4,170.6 4,167.5 3.1 |
Summary of Operating Profit Loss Reconciliation Results of Warner Chilcott Limited to Allergan Plc | Three months ended June 30, 2015 Six months ended June 30, 2015 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 480.2 $ 476.0 $ 4.2 $ 1,173.2 $ 1,165.4 $ 7.8 Operating (loss) / income (162.9 ) (158.7 ) (4.2 ) (484.8 ) (477.0 ) (7.8 ) (Loss) / income before income taxes and noncontrolling interest (548.9 ) (544.7 ) (4.2 ) (1,238.9 ) (1,231.1 ) (7.8 ) (Benefit) / provision for income taxes (307.3 ) (307.3 ) — (485.0 ) (485.0 ) — Net (loss) / income (241.6 ) (237.4 ) (4.2 ) (753.9 ) (746.1 ) (7.8 ) Dividends on preferred stock 69.6 — 69.6 92.8 — 92.8 Three months ended June 30, 2014 Six months ended June 30, 2014 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 270.1 $ 262.6 $ 7.5 $ 545.9 $ 539.0 $ 6.9 Operating (loss) / income 206.1 213.6 (7.5 ) 414.0 420.9 (6.9 ) (Loss) / income before income taxes and noncontrolling interest 92.4 99.9 (7.5 ) 233.5 240.4 (6.9 ) (Benefit) / provision for income taxes 43.6 36.9 6.7 88.0 81.3 6.7 Net (loss) / income 48.8 63.0 (14.2 ) 145.5 159.1 (13.6 ) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Movements in SRA Reserve Balances | The movements in the SRA reserve balances in the six months ended June 30, 2015 are as follows (in millions): Balance as of December 31, 2014 $ 2,984.3 Acquired reserves in the Allergan Acquisition (defined below) 429.5 Provision to reduce gross product sales to net product sales 6,751.3 Payments and other (6,898.2 ) Balance as of June 30, 2015 $ 3,266.9 |
Summary of Activity in Gross-to-Net Revenue | The provisions recorded to reduce gross product sales to net product sales were as follows ($ in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Gross product sales $ 9,252.0 $ 4,505.7 $ 16,635.5 $ 8,834.7 Provisions to reduce gross product sales to net product sales (3,561.3 ) (1,879.7 ) (6,751.3 ) (3,611.8 ) Net product sales $ 5,690.7 $ 2,626.0 $ 9,884.2 $ 5,222.9 Percentage of provisions to gross sales 38.5 % 41.7 % 40.6 % 40.9 % |
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): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 EPS — basic Net (loss) / income attributable to ordinary shareholders $ (312.7 ) $ 48.7 $ (847.9 ) $ 145.2 Basic weighted average ordinary shares outstanding 392.6 174.2 341.3 174.0 EPS — basic $ (0.80 ) $ 0.28 $ (2.48 ) $ 0.83 EPS — diluted Net (loss) / income attributable to ordinary shareholders $ (312.7 ) $ 48.7 $ (847.9 ) $ 145.2 Basic weighted average ordinary shares outstanding 392.6 174.2 341.3 174.0 Effect of dilutive securities: Dilutive stock awards — 0.8 — 1.0 Diluted weighted average ordinary shares outstanding 392.6 175.0 341.3 175.0 EPS — diluted $ (0.80 ) $ 0.28 $ (2.48 ) $ 0.83 |
Acquisitions and Other Agreem31
Acquisitions and Other Agreements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Pro Forma Results of Businesses Acquired | The pro forma results of the businesses acquired that materially impacted the reported results of the Company are as follows (unaudited; $ in millions except per share information): Six Months Ended June 30, 2015 As reported Allergan Acquisition Pro Forma Net Revenue $ 9,989.2 $ 1,523.0 $ 11,512.2 Net (loss) / income attributable to ordinary shareholders $ (847.9 ) $ 377.7 $ (470.2 ) Net (loss) per share Basic $ (2.48 ) $ (1.19 ) Diluted $ (2.48 ) $ (1.19 ) Three Months Ended June 30, 2014 As reported Allergan Acquisition Forest Acquisition Pro Forma Net Revenue $ 2,667.2 $ 1,864.2 $ 1,157.1 $ 5,688.5 Net income / (loss) attributable to ordinary shareholders $ 48.7 $ (760.9 ) $ 490.1 $ (222.1 ) Net income / (loss) per share Basic $ 0.28 $ (0.57 ) Diluted $ 0.28 $ (0.57 ) Six Months Ended June 30, 2014 As reported Allergan Acquisition Forest Acquisition Pro Forma Net Revenue $ 5,322.3 $ 3,507.2 $ 2,307.8 $ 11,137.3 Net income / (loss) attributable to ordinary shareholders $ 145.2 $ (1,781.5 ) $ 142.4 $ (1,493.9 ) Net income / (loss) per share Basic $ 0.83 $ (3.84 ) Diluted $ 0.83 $ (3.84 ) |
Auden Mckenzie [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | The following table summarizes the preliminary fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date ($ in millions): Amount Cash and cash equivalents $ 32.2 Inventory 49.1 IPR&D intangible assets 38.6 Intangible assets 342.4 Goodwill 123.3 Other assets and liabilities 7.2 Contingent consideration (17.3 ) Deferred tax liabilities, net (79.6 ) Net assets acquired $ 495.9 |
Allergan, Inc. [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and reflecting purchase accounting adjustments identified during the quarter ($ in millions): Preliminary Values as of March 31, 2015 Measurement Period Adjustments Preliminary Values as of June 30, 2015 Cash and cash equivalents $ 5,424.5 $ — $ 5,424.5 Accounts receivable 962.7 (14.0 ) 948.7 Inventories 1,223.2 (4.6 ) 1,218.6 Other current assets 318.8 — 318.8 Property, plant and equipment, net 1,202.5 12.0 1,214.5 Other long-term assets 189.3 — 189.3 IPR&D intangible assets 11,010.0 (100.0 ) 10,910.0 Intangible assets 45,050.5 (20.0 ) 45,030.5 Goodwill 26,368.5 102.9 26,471.4 Current liabilities (1,212.2 ) (5.3 ) (1,217.5 ) Contingent consideration (379.1 ) (4.6 ) (383.7 ) Deferred tax liabilities, net (12,512.9 ) 33.6 (12,479.3 ) Other taxes payable (82.4 ) — (82.4 ) Other long-term liabilities (622.0 ) — (622.0 ) Outstanding indebtedness (2,183.5 ) — (2,183.5 ) Net assets acquired $ 74,757.9 $ — $ 74,757.9 |
Summary of Amounts Recognized and Weighted Average Useful Lives Using Economic Benefit of Intangible Assets | The following table identifies the summarized amounts recognized and the weighted average useful lives using the economic benefit of intangible assets: Amount recognized as of the acquisition date Weighted average useful lives (years) Definite lived assets Restasis ® $ 3,970.0 4.0 Refresh ® ® 2,720.0 7.6 Other Eye Care Products 6,690.0 4.2 Botox ® 22,580.0 8.0 Aczone ® 160.0 1.3 Other Skin Products 820.0 5.0 Other Aesthetics 6,350.0 6.0 Total CMP 43,290.0 6.7 Trade name 690.0 4.5 Customer relationships 1,050.5 3.4 Total definite lived assets 45,030.5 6.6 In-process research and development Eye Care 6,420.0 Botox ® 810.0 Aesthetics 2,560.0 Other 1,120.0 Total IPR&D 10,910.0 Total intangible assets $ 55,940.5 |
Summary of Transaction and Integration Costs | As a result of the acquisition, the Company incurred the following transaction and integration costs in the three and six months ended June 30, 2015 ($ in millions): Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Cost of sales Stock-based compensation acquired for Legacy Allergan employees $ 7.4 $ 14.3 Acquisition, integration and restructuring related charges 6.8 21.3 Research and development Stock-based compensation acquired for Legacy Allergan employees 36.1 91.6 Acquisition, integration and restructuring related charges 6.8 67.4 Selling and marketing Stock-based compensation acquired for Legacy Allergan employees 39.7 62.9 Acquisition, integration and restructuring related charges 10.6 72.8 General and administrative Stock-based compensation acquired for Legacy Allergan employees 43.2 226.2 Acquisition related expenditures — 65.5 Acquisition, integration and restructuring related charges 48.8 179.4 Other (expense) income Bridge loan facilities expense (1.9 ) (264.9 ) Interest rate lock — 30.9 Total transaction and integration costs $ 201.3 $ 1,035.4 |
Durata Acquisition [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): Final Values Cash and cash equivalents $ 17.8 Inventory 21.0 IPR&D intangible assets 249.0 Intangible assets 480.0 Goodwill 75.8 Other assets and liabilities (30.2 ) Contingent consideration (49.0 ) Deferred tax liabilities, net (39.9 ) Outstanding indebtedness (67.0 ) Net assets acquired $ 657.5 |
Forest Laboratories Inc. [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): Final Values Cash and cash equivalents $ 3,424.2 Accounts receivable 496.2 Inventories 1,455.8 Other current assets 261.2 Current assets held for sale 87.1 Property, plant and equipment, net 221.1 Other long-term assets 84.1 IPR&D intangible assets 1,362.0 Intangible assets 11,515.5 Goodwill 16,403.6 Current liabilities (1,372.1 ) Deferred tax liabilities, net (2,277.3 ) Other taxes payable (618.4 ) Other long-term liabilities (120.0 ) Outstanding indebtedness (3,261.9 ) Net assets acquired $ 27,661.1 |
Summary of Transaction and Integration Costs | As a result of the Forest Acquisition, the Company incurred the following transaction and integration costs in the three and six months ended June 30, 2015 ($ in millions): Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Cost of sales Stock-based compensation acquired for Forest employees $ 1.5 $ 2.7 Severance related charges 0.1 1.1 Research and development Stock-based compensation acquired for Forest employees 8.5 24.5 Severance related charges — 8.8 Selling and marketing Stock-based compensation acquired for Forest employees 8.8 28.4 Severance related charges 0.1 16.9 General and administrative Stock-based compensation acquired for Forest employees 11.1 32.2 Other integration charges 28.1 29.7 Severance related charges 1.2 12.6 Total transaction and integration costs $ 59.4 $ 156.9 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Net Assets Held for Sale | The following represents net assets held for sale ($ in millions): June 30, 2015 December 31, Accounts receivable, net $ — $ 17.7 Inventories — 161.5 Prepaid expenses and other assets 38.0 197.5 Intangible assets — 453.0 Goodwill — 309.1 Impairment on assets held for sale — (189.6 ) Total assets held for sale $ 38.0 $ 949.2 Accounts payable and accrued expenses $ — $ 25.9 Total liabilities held for sale $ — $ 25.9 Net assets held for sale $ 38.0 $ 923.3 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Fair Value Assumptions of Options based on Black-Scholes Valuation Model | Using the Black-Scholes valuation model, the fair value of options is based on the following assumptions: 2015 Grants 2015 Awards 2014 Grants 2014 Acquired Awards Dividend yield 0 % 0 % 0 % 0 % Expected volatility 26.0 - 29.0% 26.0 % 29.0 % 28.0 % Risk-free interest rate 1.9 % 0.1 – 1.9 % 1.9 – 2.2 % 0 - 2.1 % Expected term (years) 7.0 - 7.5 up to 6.9 7.5 up to 6.4 |
Share-Based Compensation Expense Recognized in Company's Results of Operations | Share-based compensation expense recognized in the Company’s results of operations for the three months ended June 30, 2015 and 2014 were as follows ($ in millions): Three Months Ended June 30, 2015 2014 Equity based compensation awards $ 175.2 $ 14.5 Cash-settled equity awards in connection with the Allergan Acquisition — — Non equity-settled awards other — — Total stock-based compensation expense $ 175.2 $ 14.5 Share-based compensation expense recognized in the Company’s results of operations for the six months ended June 30, 2015 and 2014 was as follows ($ in millions): Six Months Ended June 30, 2015 2014 Equity based compensation awards $ 400.7 $ 31.2 Cash-settled equity awards in connection with the Allergan Acquisition 127.1 — Non equity-settled awards other — — Total stock-based compensation expense $ 527.8 $ 31.2 |
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, 2014 through June 30, 2015: (in millions, except per share data) Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Grant Date Fair Value Restricted shares / units outstanding at December 31, 2014 2.1 $ 148.79 1.3 $ 312.5 Granted 0.4 324.79 129.9 Vested (0.8 ) (140.65 ) (112.5 ) Assumed as part of the Allergan Acquisition ** 0.5 218.47 102.8 Forfeited (0.1 ) (110.35 ) (12.5 ) Restricted shares / units outstanding at June 30, 2015 2.1 $ 200.11 2.1 $ 420.2 ** Assumed as part of the Allergan Acquisition for the pro rata portion representing future compensation as of March 17, 2015. |
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, 2014 through June 30, 2015: (in millions, except per share data) Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2014 5.4 $ 93.96 7.3 $ 858.9 Granted 0.2 300.56 Exercised (1.1 ) (90.03 ) Assumed as part of the Allergan Acquisition** 7.0 103.63 Cancelled (0.4 ) (127.24 ) Outstanding, June 30, 2015 11.1 $ 141.91 7.0 $ 1,793.3 Vested and expected to vest at June 30, 2015 10.4 $ 141.45 6.9 $ 1,686.1 ** Assumed as part of the Allergan Acquisition for the pro rata portion representing future compensation as of March 17, 2015. |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Schedule of Net Revenues, Operating Expenses Contribution Information by Reportable Segment | Operating results relating to assets included in the pending transaction with Teva are primarily included within the Global Generics and International Brands segments. Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the three months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended June 30, 2015 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 2,435.7 $ 486.8 $ 717.0 $ 1,629.0 $ 462.4 $ 5,730.9 Operating expenses: Cost of sales (1) 307.3 34.0 159.5 680.3 404.5 1,585.6 Selling and marketing 459.4 97.9 181.8 162.1 31.3 932.5 General and administrative 47.2 11.2 47.5 82.2 8.9 197.0 Segment Contribution $ 1,621.8 $ 343.7 $ 328.2 $ 704.4 $ 17.7 $ 3,015.8 Contribution margin 66.6 % 70.6 % 45.8 % 43.2 % 3.8 % 52.6 % Corporate 852.1 Research and development 454.9 Amortization 1,673.5 In-process research and development impairments 197.6 Asset sales and impairments, net 0.6 Operating (loss) (162.9 ) Operating margin (2.8 )% (1) Excludes amortization and impairment of acquired intangibles including product rights. Three Months Ended June 30, 2014 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 564.6 $ — $ 169.1 $ 1,474.6 $ 427.0 $ 2,635.3 Operating expenses: Cost of sales (1) 71.1 — 74.3 631.2 374.5 1,151.1 Selling and marketing 75.7 — 36.4 136.6 27.1 275.8 General and administrative 24.7 — 13.2 97.0 8.8 143.7 Segment Contribution $ 393.1 $ — $ 45.2 $ 609.8 $ 16.6 $ 1,064.7 Contribution margin 69.6 % 0.0 % 26.7 % 41.4 % 3.9 % 40.4 % Corporate 255.6 Research and development 158.0 Amortization 422.9 In-process research and development impairments 16.3 Asset sales and impairments, net 5.8 Operating income 206.1 Operating margin 7.8 % (1) Excludes amortization and impairment of acquired intangibles including product rights. Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the six months ended June 30, 2015 and 2014 ($ in millions): Six Months Ended June 30, 2015 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 4,234.1 $ 566.6 $ 947.5 $ 3,260.8 $ 924.0 $ 9,933.0 Operating expenses: Cost of sales (1) 533.9 39.0 244.3 1,321.7 808.5 2,947.4 Selling and marketing 831.7 111.6 249.6 296.5 62.7 1,552.1 General and administrative 105.7 13.9 70.1 177.2 18.0 384.9 Segment Contribution $ 2,762.8 $ 402.1 $ 383.5 $ 1,465.4 $ 34.8 $ 5,048.6 Contribution margin 65.3 % 71.0 % 40.5 % 44.9 % 3.8 % 50.8 % Corporate 1,792.6 Research and development 885.9 Amortization 2,598.9 In-process research and development impairments 197.6 Asset sales and impairments, net 58.4 Operating (loss) (484.8 ) Operating margin (4.9 )% (1) Excludes amortization and impairment of acquired intangibles including product rights. Six Months Ended June 30, 2014 US US Medical International Global Anda Brands Aesthetics Brands Generics Distribution Total Net revenues $ 1,139.4 $ — $ 313.5 $ 2,908.3 $ 817.2 $ 5,178.4 Operating expenses: Cost of sales (1) 138.6 — 145.7 1,238.9 705.7 2,228.9 Selling and marketing 150.3 — 70.1 255.5 54.1 530.0 General and administrative 49.9 — 28.7 207.6 16.6 302.8 Segment Contribution $ 800.6 $ — $ 69.0 $ 1,206.3 $ 40.8 $ 2,116.7 Contribution margin 70.3 % 22.0 % 41.5 % 5.0 % 40.9 % Corporate 504.4 Research and Development 329.5 Amortization 847.1 In-process research and development impairments 16.3 Asset sales and impairments, net 5.4 Operating income 414.0 Operating margin 8.0 % (1) Excludes amortization and impairment of acquired intangibles including product rights. |
Schedule of Reconciliation of Net Revenues for Operating Segments | The following is a reconciliation of net revenues for the operating segments to the Company’s net revenues for the three months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended June 30, 2015 2014 Segment net revenues $ 5,730.9 $ 2,635.3 Corporate revenues 24.1 31.9 Net revenues $ 5,755.0 $ 2,667.2 The following is a reconciliation of net revenues for the operating segments to the Company’s net revenues for the six months ended June 30, 2015 and 2014 ($ in millions): Six Months Ended June 30, 2015 2014 Segment net revenues $ 9,933.0 $ 5,178.4 Corporate revenues 56.2 143.9 Net revenues $ 9,989.2 $ 5,322.3 |
Schedule of Net Revenues by Geographic Region | The following represents net revenues by geographic region for the three months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended June 30, 2015 2014 United States $ 4,462.0 $ 1,989.0 International 1,293.0 678.2 Net revenues $ 5,755.0 $ 2,667.2 The following represents net revenues by geographic region for the six months ended June 30, 2015 and 2014 ($ in millions): Six Months Ended June 30, 2015 2014 United States $ 7,993.9 $ 3,944.3 International 1,995.3 1,378.0 Net revenues $ 9,989.2 $ 5,322.3 |
Schedule Of Revenue Classified By Products | The following table presents global net revenues for the top products of the Company for the three and six months ended June 30, 2015 and 2014 ($ in million): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Botox® $ 631.5 $ — $ 750.8 $ — Restasis® 325.0 — 354.9 — Namenda® IR 232.6 — 478.0 — Namenda XR® 204.7 — 355.3 — Fillers 195.9 — 220.5 — Lumigan®/Ganfort® 176.5 — 197.7 — Bystolic® 157.1 — 321.2 — Asacol®/Delzicol® 149.3 148.9 298.5 301.7 Alphagan®/Combigan® 135.5 — 151.5 — Linzess®/Constella® 112.1 — 208.3 — Viibryd®/Fetzima® 80.7 — 160.3 — Lo Loestrin® 79.2 68.0 162.5 130.4 Breast Implants 71.8 — 81.4 — Estrace® Cream 70.1 57.9 142.0 111.2 Aczone® 60.3 — 66.3 — Minastrin® 24 56.1 56.5 121.5 104.4 Other Branded Products Revenues 973.6 305.6 1,687.9 631.0 Total Branded Products Revenues 3,712.0 636.9 5,758.6 1,278.7 Total Generic Products Revenues 1,580.6 1,603.3 3,306.6 3,226.4 ANDA Revenues 462.4 427.0 924.0 817.2 Total Net Revenues $ 5,755.0 $ 2,667.2 $ 9,989.2 $ 5,322.3 |
US Brands [Member] | |
Schedule of Net Revenues by Segment | The following table presents net revenues for the US Brands segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Central Nervous System (CNS) $ 802.9 $ — $ 1,375.2 $ — Eyecare 578.6 — 673.3 — Gastroenterology (GI) 373.2 136.4 739.8 266.0 Women's Health 230.0 230.8 494.3 443.3 Cardiovascular 157.1 — 320.8 — Infectious Disease 44.1 — 86.0 — Urology 63.3 25.3 100.7 56.5 Other 186.5 172.1 444.0 373.6 Total US Brands Net Revenues $ 2,435.7 $ 564.6 $ 4,234.1 $ 1,139.4 |
US Medical Aesthetics [Member] | |
Schedule of Net Revenues by Segment | The following table presents revenues for the US Medical Aesthetics segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Facial Aesthetics Total $ 263.7 $ — $ 300.9 $ — Medical Dermatology Total 169.0 — 193.7 — Plastic Surgery Total 54.1 — 72.0 — Total US Medical Net Revenues $ 486.8 $ — $ 566.6 $ — |
International Brands [Member] | |
Schedule of Net Revenues by Segment | The following table presents net revenues for the International Brands segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Eyecare $ 269.4 $ — $ 306.3 $ — Facial Aesthetics 172.1 — 190.5 — Other Therapeutics 167.8 49.6 250.5 113.8 Plastic Surgery 36.1 — 42.6 — Generics and other 71.6 119.5 157.6 199.7 Total International Brands Net Revenues $ 717.0 $ 169.1 $ 947.5 $ 313.5 |
Generics [Member] | |
Schedule of Net Revenues by Segment | The following tables presents net revenues for the Global Generics segment for the three and six months ended June 30, 2015 and 2014 ($ in millions): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 United States $ 1,077.1 $ 997.4 $ 2,269.2 $ 1,987.8 UK & Ireland 190.5 115.3 325.1 214.7 Other markets 361.4 361.9 666.5 705.8 Total Global Generics Net Revenues $ 1,629.0 $ 1,474.6 $ 3,260.8 $ 2,908.3 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following ($ in millions): June 30, December 31, 2015 2014 Raw materials $ 687.4 $ 625.3 Work-in-process 299.1 205.3 Finished goods 1,992.5 1,421.6 2,979.0 2,252.2 Less: inventory reserves 193.0 176.7 Total Inventories $ 2,786.0 $ 2,075.5 |
Schedule of Amounts Related to Fair Value Step-up of Acquired Inventory | Included in finished goods were the following amounts related to the fair-value step-up of acquired inventory ($ in millions): Auden Allergan Forest Durata Warner Chilcott Acquisition Acquisition Acquisition Acquisition Acquisition Total June 30, 2015 $ 42.3 $ 419.5 $ 58.2 $ 10.4 $ — $ 530.4 December 31, 2014 $ — $ — $ 285.3 $ 16.3 $ 1.9 $ 303.5 |
Investments and Other Assets (T
Investments and Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments All Other Investments [Abstract] | |
Marketable Securities, Other Investments and Other Assets | Investments in marketable securities, other investments and other assets consisted of the following ($ in millions): June 30, 2015 December 31, 2014 Marketable securities: U.S. Treasury and agency securities — maturing within one year $ 8.5 $ 1.0 Total marketable securities $ 8.5 $ 1.0 Investments and other assets: Deferred loan costs $ 177.7 $ 58.9 Legacy Allergan Deferred executive compensation investments 120.4 — Cost method and other long-term investments 107.8 54.8 Equity method investments 28.9 9.8 Taxes receivable 26.0 57.7 Other assets 69.5 54.2 Total investments and other assets $ 530.3 $ 235.4 |
Accounts Payable and Accrued 37
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following ($ in millions): June 30, 2015 December 31, 2014 Accrued expenses: Accrued third-party rebates $ 1,661.5 $ 1,200.8 Accrued payroll and related benefits 460.8 387.2 Litigation-related reserves and legal fees 400.7 415.3 Interest payable 314.8 82.7 Royalties payables 249.4 212.4 Accrued pharmaceutical fees 245.8 132.7 Current portion of contingent consideration obligations 235.8 237.8 Accrued non-provision taxes 205.8 19.4 Accrued indirect returns 186.0 122.6 Accrued severance, retention and other shutdown costs 169.0 125.1 Accrued R&D expenditures 145.1 179.4 Accrued selling and marketing expenditures 113.9 24.2 Accrued co-promotion liabilities 86.3 7.5 Manufacturing related 33.3 11.2 Accrued professional fees 25.6 44.1 Dividends payable 24.0 — Accrued warranties 8.5 — Other accrued expenses 407.6 323.6 Total accrued expenses $ 4,973.9 $ 3,526.0 Accounts payables 971.1 644.6 Total Accounts Payable and Accrued Expenses $ 5,945.0 $ 4,170.6 |
Goodwill, Product Rights and 38
Goodwill, Product Rights and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill for the Company’s segments consisted of the following ($ in millions): US Brands US Medical Aesthetics International Brands Global Generics Anda Distribution Total Balance at December 31, 2014 $ 20,571.7 $ — $ 369.4 $ 3,494.1 $ 86.3 $ 24,521.5 Additions through acquisitions 14,171.9 3,679.8 6,372.5 2,370.5 — 26,594.7 Measurement period adjustments and other 22.5 — — — — 22.5 Impairments — — — (2.5 ) — (2.5 ) Foreign exchange and other adjustments 9.6 — 366.6 83.9 — 460.1 Balance at June 30, 2015 $ 34,775.7 $ 3,679.8 $ 7,108.5 $ 5,946.0 $ 86.3 $ 51,596.3 |
Schedule of Cost Basis on Product Rights and Other Intangible Assets | Product rights and other intangible assets consisted of the following ($ in millions): Cost Basis Balance as of December 31, 2014 Acquisitions Impairments Held for Sale/ Disposals/ Other Foreign Currency Translation Balance as of June 30, 2015 Intangibles with definite lives: Product rights and other related intangibles $ 20,034.9 $ 44,691.1 $ — $ 564.3 $ 169.7 $ 65,460.0 Trade name 411.2 690.0 — (4.2 ) (31.0 ) 1,066.0 Total definite-lived intangible assets $ 20,446.1 $ 45,381.1 $ — $ 560.1 $ 138.7 $ 66,526.0 Intangibles with indefinite lives: IPR&D $ 4,300.5 $ 10,968.8 $ (197.6 ) $ (1,107.1 ) $ (9.2 ) $ 13,955.4 Trade name 76.2 — — — — 76.2 Total indefinite-lived intangible assets $ 4,376.7 $ 10,968.8 $ (197.6 ) $ (1,107.1 ) $ (9.2 ) $ 14,031.6 Total product rights and related intangibles $ 24,822.8 $ 56,349.9 $ (197.6 ) $ (547.0 ) $ 129.5 $ 80,557.6 Accumulated Amortization Balance as of December 31, 2014 Amortization Impairments Held for Sale/ Disposals/ Other Foreign Currency Translation Balance as of June 30, 2015 Intangibles with definite lives: Product rights and other related intangibles $ (5,595.9 ) $ (2,568.7 ) $ (33.4 ) $ 446.6 $ 82.5 $ (7,668.9 ) Trade name (38.5 ) (30.2 ) (2.7 ) 4.2 3.5 (63.7 ) Total definite-lived intangible assets $ (5,634.4 ) $ (2,598.9 ) $ (36.1 ) $ 450.8 $ 86.0 $ (7,732.6 ) Total product rights and related intangibles $ (5,634.4 ) $ (2,598.9 ) $ (36.1 ) $ 450.8 $ 86.0 $ (7,732.6 ) Net Product Rights and Other Intangibles $ 19,188.4 $ 72,825.0 |
Schedule of Annual Amortization Expense on Product Rights and Other 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 and other related intangibles as of June 30, 2015 over the remainder of 2015 and each of the next five years is estimated to be as follows ($ in millions): Amortization Expense 2015 remaining $ 3,339.0 2016 $ 6,535.6 2017 $ 6,447.1 2018 $ 5,887.9 2019 $ 5,740.4 2020 $ 5,366.2 |
Long-Term Debt and Capital Le39
Long-Term Debt and Capital Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Capital Leases | Total debt and capital leases consisted of the following ($ in millions): Balance As of Fair Market Value As of June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Senior Notes: Floating Rate Notes $500.0 million floating rate notes due September 1, 2016 $ 500.0 $ — $ 500.2 $ — $500.0 million floating rate notes due March 12, 2018 500.0 — 500.7 — $500.0 million floating rate notes due March 12, 2020 500.0 — 504.7 — 1,500.0 — 1,505.6 — Fixed Rate Notes $800.0 million 5.750% notes due April 1, 2016 800.0 — 825.8 — $1,000.0 million 1.850% notes due March 1, 2017 1,000.0 — 1,004.2 — $500.0 million 1.300% notes due June 15, 2017 500.0 500.0 495.2 489.0 $1,200.0 million 1.875% notes due October 1, 2017 1,200.0 1,200.0 1,185.0 1,187.3 $3,000.0 million 2.350% notes due March 12, 2018 3,000.0 — 3,021.0 — $250.0 million 1.350% notes due March 15, 2018 250.0 — 244.6 — $1,050.0 million 4.375% notes due February 1, 2019 1,050.0 1,050.0 1,107.2 1,111.4 $500.0 million 2.450% notes due June 15, 2019 500.0 500.0 494.8 498.2 $400.0 million 6.125% notes due August 15, 2019 400.0 400.0 447.0 457.9 $3,500.0 million 3.000% notes due March 12, 2020 3,500.0 — 3,504.9 — $650.0 million 3.375% notes due September 15, 2020 650.0 — 656.1 — $750.0 million 4.875% notes due February 15, 2021 750.0 750.0 803.9 808.9 $1,200.0 million 5.000% notes due December 15, 2021 1,200.0 1,200.0 1,292.3 1,301.0 $3,000.0 million 3.450% notes due March 15, 2022 3,000.0 — 2,968.2 — $1,700.0 million 3.250% notes due October 1, 2022 1,700.0 1,700.0 1,643.9 1,647.5 $350.0 million 2.800% notes due March 15, 2023 350.0 — 323.4 — $1,200.0 million 3.850% notes due June 15, 2024 1,200.0 1,200.0 1,184.5 1,215.5 $4,000.0 million 3.800% notes due March 15, 2025 4,000.0 — 3,912.8 — $2,500.0 million 4.550% notes due March 15, 2035 2,500.0 — 2,371.5 — $1,000.0 million 4.625% notes due October 1, 2042 1,000.0 1,000.0 928.8 980.1 $1,500.0 million 4.850% notes due June 15, 2044 1,500.0 1,500.0 1,438.8 1,539.9 $2,500.0 million 4.750% notes due March 15, 2045 2,500.0 — 2,369.8 — 32,550.0 11,000.0 32,223.7 11,236.7 Total Senior Notes Gross 34,050.0 11,000.0 33,729.3 11,236.7 Unamortized premium 266.4 239.9 — — Unamortized discount (113.2 ) (52.1 ) — — Total Senior Notes Net 34,203.2 11,187.8 33,729.3 11,236.7 Term Loan Indebtedness: WC Term Loan WC 191.5 506.9 WC Five Year Tranche variable rate debt maturing October 1, 2018** 531.0 744.7 722.5 1,251.6 ACT Term Loan 2017 Term Loan variable rate debt maturing October 31, 2017** 613.0 932.6 2019 Term Loan variable rate debt maturing July 1, 2019** 1,800.0 1,900.0 2,413.0 2,832.6 AGN Term Loan AGN Three Year Tranche variable rate debt maturing March 17, 2018 2,750.0 — AGN Five Year Tranche variable rate debt maturing March 17, 2020** 2,681.3 — 5,431.3 — Total Term Loan Indebtedness 8,566.8 4,084.2 Other Indebtedness Revolver Borrowings — 255.0 Other 88.4 — Total Other Borrowings 88.4 255.0 Capital Leases 11.9 16.7 Total Indebtedness $ 42,870.3 $ 15,543.7 |
Schedule of Annual Debt Maturities | As of June 30, 2015, annual debt maturities were as follows ($ in millions): Total Payments 2015 remaining $ 310.5 2016 2,178.5 2017 3,999.8 2018 7,095.1 2019 3,325.0 2020 6,093.8 2021 and after 19,614.1 $ 42,616.8 Capital leases 11.9 Other short-term borrowings 88.4 Unamortized premium 266.4 Unamortized discount (113.2 ) Total Indebtedness $ 42,870.3 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Long-Term Liabilities | Other long-term liabilities consisted of the following ($ in millions): June 30, December 31, 2015 2014 Acquisition related contingent consideration liabilities $ 461.5 $ 159.0 Long-term pension and post retirement liability 406.3 103.1 Legacy Allergan deferred executive compensation 120.7 — Long-term severance and restructuring liabilities 49.2 4.3 Product warranties 30.3 — Long-term contractual obligations 28.0 29.7 Litigation-related reserves — 4.9 Other long-term liabilities 71.5 34.8 Total other long-term liabilities $ 1,167.5 $ 335.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Acquired U.S. Entities and Taxable Years that are Currently under Audit by IRS | The table below lists the U.S. entities and taxable years that are currently under audit by the IRS: IRS Audits Tax Years Actavis Inc. 2009, 2010, 2011 and 2012 Warner Chilcott Corporation 2010, 2011 and 2012 Forest Laboratories, Inc. 2007, 2008 and 2009 Aptalis Holdings, Inc. 2013 Durata Therapeutics Inc. 2012 Allergan, Inc. 2009 and 2010 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Federal Home Loan Banks [Abstract] | |
Summary of Changes in Shareholders' Equity | A summary of the changes in shareholders’ equity for the six months ended June 30, 2015 consisted of the following ($ in millions): Allergan plc Shareholders’ equity as of December 31, 2014 $ 28,331.1 Additional paid-in-capital issued on March 17, 2015 for the Allergan Acquisition 34,685.9 Increase in additional paid in capital for share based compensation plans 400.7 Net (loss) attributable to ordinary shareholders (847.9 ) Proceeds from stock plans 108.2 Proceeds from the issuance of Mandatory Convertible Preferred Shares (defined below) 4,929.7 Proceeds from the March 2, 2015 issuance of ordinary shares 4,071.1 Excess tax benefit from employee stock plans 36.3 Repurchase of ordinary shares (101.0 ) Other comprehensive income 455.0 Shareholders’ equity as of June 30, 2015 $ 72,069.1 Warner Member’s equity as of December 31, 2014 $ 28,072.6 Contribution from Parent 43,687.3 Dividend to Parent (68.8 ) Net (loss) (747.3 ) Other comprehensive income 455.0 Member’s equity as of June 30, 2015 $ 71,398.8 |
Summary of Movements in Accumulated Other Comprehensive Income/ (Loss) | The movements in accumulated other comprehensive (loss) for the three and six months ended June 30, 2015 were as follows (in millions): Foreign Currency Translation Items Unrealized (losses) net of tax Total Accumulated Other Comprehensive Income / (Loss) Balance as of December 31, 2014 $ (434.4 ) $ (31.0 ) $ (465.4 ) Other comprehensive (loss) before reclassifications into general and administrative (313.9 ) (4.0 ) (317.9 ) Total other comprehensive (loss) (313.9 ) (4.0 ) (317.9 ) Balance as of March 31, 2015 $ (748.3 ) $ (35.0 ) $ (783.3 ) Other comprehensive income before reclassifications into general and administrative 765.3 7.6 772.9 Total other comprehensive income 765.3 7.6 772.9 Balance as of June 30, 2015 $ 17.0 $ (27.4 ) $ (10.4 ) The movements in accumulated other comprehensive income / (loss) for the three and six months ended June 30, 2014 were as follows (in millions): Foreign Currency Translation Items Unrealized gains net of tax Total Accumulated Other Comprehensive Income / (Loss) Balance as of December 31, 2013 $ 85.1 $ 5.4 $ 90.5 Other comprehensive (loss) / income before reclassifications into general and administrative (7.5 ) 0.7 (6.8 ) Total other comprehensive (loss) / income (7.5 ) 0.7 (6.8 ) Balance as of March 31, 2014 $ 77.6 $ 6.1 $ 83.7 Other comprehensive income before reclassifications into general and administrative 6.6 — 6.6 Total other comprehensive income 6.6 — 6.6 Balance as of June 30, 2014 $ 84.2 $ 6.1 $ 90.3 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 and December 31, 2014 consisted of the following (in millions): Fair Value Measurements as of June 30, 2015 Using: Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 8.5 $ 8.5 $ — $ — Deferred executive compensation investments 120.4 97.0 23.4 Foreign currency derivatives 99.9 — 99.9 — Marketable equity securities 33.6 33.6 — — Total assets $ 262.4 $ 139.1 $ 123.3 $ — Liabilities: Foreign currency derivatives 2.4 — 2.4 — Deferred executive compensation liabilities 120.7 97.3 23.4 Contingent consideration obligations 697.3 — — 697.3 Total liabilities $ 820.4 $ 97.3 $ 25.8 $ 697.3 Fair Value Measurements as of December 31, 2014 Using: Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 1.0 $ 1.0 $ — $ — Foreign currency derivatives 2.3 — 2.3 — Total assets $ 3.3 $ 1.0 $ 2.3 $ — Liabilities: Contingent consideration obligations 396.8 — — 396.8 Total liabilities $ 396.8 $ — $ — $ 396.8 |
Summary of Notional Principal and Fair Value of Company's Outstanding Foreign Currency Derivative Financial Instruments | At June 30, 2015 and December 31, 2014, the notional principal and fair value of the Company’s outstanding foreign currency derivative financial instruments were as follows: June 30, 2015 December 31, 2014 Notional Principal Fair Value Notional Principal Fair Value (in millions) Foreign currency forward exchange contracts $ 41.4 $ (2.4 ) $ 10.3 $ 2.3 Foreign currency sold — put options 850.9 99.9 — — |
Change in Fair Value of Contingent Consideration Obligations | Changes in the fair value of the contingent consideration obligations, including accretion, are recorded in our consolidated statements of operations as follows ($ in millions): Three Months Ended Expense / (income) June 30, 2015 June 30, 2014 Cost of sales $ 4.4 $ 7.2 Research and development (25.1 ) (28.2 ) General and administrative 0.1 — Total $ (20.6 ) $ (21.0 ) Six Months Ended Expense / (income) June 30, 2015 June 30, 2014 Cost of sales $ 32.4 $ 7.5 Research and development (24.6 ) (35.4 ) General and administrative 0.3 — Total $ 8.1 $ (27.9 ) |
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 six months ended June 30, 2015 and 2014 (in millions): Balance at December 31, 2014 Net transfers in to (out of) Level 3 Purchases and settlements, net Net accretion and fair value adjustments Foreign currency translation Balance at June 30, 2015 Liabilities: Contingent consideration obligations $ 396.8 $ — $ 293.6 $ 8.1 $ (1.2 ) $ 697.3 Balance at December 31, 2013 Net transfers in to (out of) Level 3 Purchases and settlements, net Net accretion and fair value adjustments Foreign currency translation Balance at June 30, 2014 Liabilities: Contingent consideration obligations $ 207.8 $ — $ 70.5 $ (27.9 ) $ (0.8 ) $ 249.6 |
Schedule of Contingent Consideration Obligations | During the six months ended June 30, 2015, the following activity in contingent consideration obligations by acquisition was incurred ($ in million): Balance at December 31, 2014 Acquisitions Fair Value Adjustments and Accretion Payments and Other Balance at June 30, 2015 Medicines 360 Acquisition $ 126.6 $ — $ 54.0 $ (75.1 ) $ 105.5 Furiex Acquisition 88.4 — (29.1 ) — 59.3 Forest Acquisition 52.4 — (29.1 ) — 23.3 Durata Acquisition 49.0 — 6.4 (30.9 ) 24.5 Metrogel Acquisition 31.2 — 0.8 — 32.0 May 2014 Acquisition 19.1 — 0.8 (1.5 ) 18.4 Uteron Acquisition 10.4 — 0.2 — 10.6 Allergan Acquisition — 383.7 3.9 0.4 388.0 Auden Acquisition — 17.3 — 0.5 17.8 Other 19.7 — 0.2 (2.0 ) 17.9 Total $ 396.8 $ 401.0 $ 8.1 $ (108.6 ) $ 697.3 |
Business Restructuring Charges
Business Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Activity Related to Business Restructuring and Facility Rationalization Activities | During 2014 and the six months ended June 30, 2015, activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the Allergan, Forest, Warner Chilcott and Actavis acquisitions as well as optimization of our operating cost structure through our global supply chain initiative. Restructuring activities for the six months ended June 30, 2015 as follows (in millions): Severance Retention Share-Based Compensation Accelerated Depreciation Other Total Reserve balance at December 31, 2014 $ 129.4 $ — $ — $ — $ 129.4 Acquired liability 27.9 — — 29.2 57.1 Charged to expense Cost of sales 29.9 11.1 1.7 15.0 57.7 Research and development 71.1 83.0 — — 154.1 Selling and marketing 77.1 42.0 — — 119.1 General and administrative 130.6 234.7 — 21.5 386.8 Total Expense 308.7 370.8 1.7 36.5 717.7 Cash payments (289.1 ) (127.1 ) — (20.0 ) (436.2 ) Other reserve impact (3.4 ) (243.7 ) (1.7 ) (1.0 ) (249.8 ) Reserve balance at June 30, 2015 $ 173.5 $ — $ — $ 44.7 $ 218.2 |
Warner Chilcott Limited ("WCL45
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Tables) - Warner Chilcott Acquisition [Member] | 6 Months Ended |
Jun. 30, 2015 | |
Consolidating Balance Sheets | Warner Chilcott Limited Consolidating Balance Sheets As of June 30, 2015 (Unaudited; in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ — $ 0.7 $ — $ 2.3 $ 1,462.4 $ — $ 1,465.4 Marketable securities — — — — 8.5 — 8.5 Accounts receivable, net — — — — 4,420.1 — 4,420.1 Receivable from Parents — — — — 388.7 — 388.7 Inventories, net — — — — 2,786.0 — 2,786.0 Intercompany receivables — 93,055.5 24,789.9 13,568.3 113,098.4 (244,512.1 ) — Prepaid expenses and other current assets — 12.6 24.5 6.0 957.6 — 1,000.7 Current assets held for sale — — — — 38.0 — 38.0 Deferred tax assets — — — — 711.6 — 711.6 Total current assets — 93,068.8 24,814.4 13,576.6 123,871.3 (244,512.1 ) 10,819.0 Property, plant and equipment, net — — — 65.6 2,793.4 — 2,859.0 Investments and other assets — 17.7 136.8 35.9 339.9 — 530.3 Investment in subsidiaries 71,404.2 67,663.1 — 5,152.5 — (144,219.8 ) — Deferred tax assets — — — — 113.6 — 113.6 Product rights and other intangibles — — — — 72,825.0 — 72,825.0 Goodwill — — — — 51,596.3 — 51,596.3 Total assets $ 71,404.2 $ 160,749.6 $ 24,951.2 $ 18,830.6 $ 251,539.5 $ (388,731.9 ) $ 138,743.2 Current liabilities: Accounts payable and accrued expenses — 3.3 213.8 177.3 5,513.2 — $ 5,907.6 Intercompany payables — 91,348.0 102.3 21,648.1 131,413.7 (244,512.1 ) — Payable to Parents — — — — 1,039.8 — 1,039.8 Income taxes payable — — — 70.4 — — 70.4 Current portion of long-term debt and capital leases — 556.7 — — 994.2 — 1,550.9 Deferred revenue — — — — 25.7 — 25.7 Current liabilities held for sale — — — — — — — Deferred tax liabilities — — — — 57.5 — 57.5 Total current liabilities — 91,908.0 316.1 21,895.8 139,044.1 (244,512.1 ) 8,651.9 Long-term debt and capital leases — 7,287.5 24,634.9 4,272.1 5,124.9 — 41,319.4 Deferred revenue — — — — 56.4 — 56.4 Other long-term liabilities — — — 3.2 1,164.3 — 1,167.5 Other taxes payable — — — 907.7 — — 907.7 Deferred tax liabilities — — — — 15,236.1 — 15,236.1 Total liabilities — 99,195.5 24,951.0 27,078.8 160,625.8 (244,512.1 ) 67,339.0 Total equity 71,404.2 61,554.1 0.2 (8,248.2 ) 90,913.7 (144,219.8 ) 71,404.2 Total liabilities and equity $ 71,404.2 $ 160,749.6 $ 24,951.2 $ 18,830.6 $ 251,539.5 $ (388,731.9 ) $ 138,743.2 Warner Chilcott Limited Consolidating Balance Sheets As of December 31, 2014 ($ in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ 0.1 $ 5.5 $ — $ 1.5 $ 237.2 $ — $ 244.3 Marketable securities — — — — 1.0 — 1.0 Accounts receivable, net — — — — 2,371.6 — 2,371.6 Receivable from Parents — — — — 269.8 — 269.8 Inventories — — — — 2,075.5 — 2,075.5 Intercompany receivables — 22,987.9 3,659.0 18,720.9 52,730.5 (98,098.3 ) — Prepaid expenses and other current assets — 123.1 2.7 — 604.7 — 730.5 Current assets held for sale — — — — 949.2 — 949.2 Deferred tax assets — — — — 500.3 — 500.3 Total current assets 0.1 23,116.5 3,661.7 18,722.4 59,739.8 (98,098.3 ) 7,142.2 Property, plant and equipment, net — — — 50.7 1,543.1 — 1,593.8 Investments and other assets — 9.0 23.6 82.9 119.9 — 235.4 Investment in subsidiaries 28,076.9 24,064.7 — 4,761.1 — (56,902.7 ) — Deferred tax assets — — — — 107.4 — 107.4 Product rights and other intangibles — — — — 19,188.4 — 19,188.4 Goodwill — — — — 24,521.5 — 24,521.5 Total assets $ 28,077.0 $ 47,190.2 $ 3,685.3 $ 23,617.1 $ 105,220.1 $ (155,001.0 ) $ 52,788.7 Current liabilities: Accounts payable and accrued expenses — 2.8 6.1 159.0 3,999.6 — $ 4,167.5 Intercompany payables — 25,953.8 2.0 26,774.7 45,367.8 (98,098.3 ) — Payable to Parents — — — — 521.1 — 521.1 Income taxes payable — — — 50.4 — — 50.4 Current portion of long-term debt and capital leases — 571.6 — — 125.8 — 697.4 Deferred revenue — — — — 27.0 — 27.0 Current liabilities held for sale — — — — 25.9 — 25.9 Deferred tax liabilities — — — — 47.3 — 47.3 Total current liabilities — 26,528.2 8.1 26,984.1 50,114.5 (98,098.3 ) 5,536.6 Long-term debt and capital leases — 2,516.0 3,677.2 4,270.7 4,382.4 — 14,846.3 Deferred revenue — — — — 38.8 — 38.8 Other long-term liabilities — — — — 335.9 — 335.9 Other taxes payable — — — 892.2 — — 892.2 Deferred tax liabilities — — — — 3,061.9 — 3,061.9 Total liabilities — 29,044.2 3,685.3 32,147.0 57,933.5 (98,098.3 ) 24,711.7 Total equity 28,077.0 18,146.0 — (8,529.9 ) 47,286.6 (56,902.7 ) 28,077.0 Total liabilities and equity $ 28,077.0 $ 47,190.2 $ 3,685.3 $ 23,617.1 $ 105,220.1 $ (155,001.0 ) $ 52,788.7 |
Consolidating Statements of Operations | Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended June 30, 2015 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 5,755.0 $ — $ 5,755.0 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 2,130.1 — 2,130.1 Research and development — — — — 454.9 — 454.9 Selling and marketing — — — — 981.0 — 981.0 General and administrative — 1.0 0.1 80.1 394.8 — 476.0 Amortization — — — — 1,673.5 — 1,673.5 In process research and development impairments — — — — 197.6 — 197.6 Asset sales and impairments, net — — — 0.3 0.3 — 0.6 Total operating expenses — 1.0 0.1 80.4 5,832.2 — 5,913.7 Operating income / (loss) — (1.0 ) (0.1 ) (80.4 ) (77.2 ) — (158.7 ) Non-operating income (expense): Interest income / (expense), net — 235.9 2.4 (43.6 ) (532.0 ) — (337.3 ) Other income (expense), net — (1.9 ) — — (46.8 ) — (48.7 ) Total other income (expense), net — 234.0 2.4 (43.6 ) (578.8 ) — (386.0 ) Income / (loss) before income taxes and noncontrolling interest — 233.0 2.3 (124.0 ) (656.0 ) — (544.7 ) Provision for income taxes — — — (45.3 ) (262.0 ) — (307.3 ) (Earnings) / losses of equity interest subsidiaries 238.9 390.9 — (132.8 ) — (497.0 ) — Net income / (loss) $ (238.9 ) $ (157.9 ) $ 2.3 $ 54.1 $ (394.0 ) $ 497.0 $ (237.4 ) (Income) / loss attributable to noncontrolling interest — — — — (1.5 ) — (1.5 ) Net income / (loss) attributable to ordinary shareholders $ (238.9 ) $ (157.9 ) $ 2.3 $ 54.1 $ (395.5 ) $ 497.0 $ (238.9 ) Other Comprehensive income / (loss) 772.9 751.5 — — 772.9 (1,524.4 ) 772.9 Comprehensive income / (loss) $ 534.0 $ 593.6 $ 2.3 $ 54.1 $ 377.4 $ (1,027.4 ) $ 534.0 Warner Chilcott Limited Consolidating Statements of Operations For the Six Months Ended June 30, 2015 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 9,989.2 $ — $ 9,989.2 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 3,843.5 — 3,843.5 Research and development — — — — 885.9 — 885.9 Selling and marketing — — — — 1,716.5 — 1,716.5 General and administrative — 213.2 16.1 89.9 846.2 — 1,165.4 Amortization — — — — 2,598.9 — 2,598.9 In process research and development impairments — — — — 197.6 — 197.6 Asset sales and impairments, net — — — 0.3 58.1 — 58.4 Total operating expenses — 213.2 16.1 90.2 10,146.7 — 10,466.2 Operating income / (loss) — (213.2 ) (16.1 ) (90.2 ) (157.5 ) — (477.0 ) Non-operating income (expense): Interest income / (expense), net — 288.3 (14.7 ) (87.4 ) (693.6 ) — (507.4 ) Other income (expense), net — (265.4 ) 31.0 0.1 (12.4 ) — (246.7 ) Total other income (expense), net — 22.9 16.3 (87.3 ) (706.0 ) — (754.1 ) Income / (loss) before income taxes and noncontrolling interest — (190.3 ) 0.2 (177.5 ) (863.5 ) — (1,231.1 ) Provision for income taxes — — — (67.8 ) (417.2 ) — (485.0 ) (Earnings) / losses of equity interest subsidiaries 747.3 609.5 — (391.4 ) — (965.4 ) — Net income / (loss) $ (747.3 ) $ (799.8 ) $ 0.2 $ 281.7 $ (446.3 ) $ 965.4 $ (746.1 ) (Income) / loss attributable to noncontrolling interest — — — — (1.2 ) — (1.2 ) Net income / (loss) attributable to ordinary shareholders $ (747.3 ) $ (799.8 ) $ 0.2 $ 281.7 $ (447.5 ) $ 965.4 $ (747.3 ) Other Comprehensive income / (loss) 455.0 520.6 — — 455.0 (975.6 ) 455.0 Comprehensive income / (loss) $ (292.3 ) $ (279.2 ) $ 0.2 $ 281.7 $ 7.5 $ (10.2 ) $ (292.3 ) Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended June 30, 2014 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 2,667.2 $ — $ 2,667.2 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 1,296.5 — 1,296.5 Research and development — — — — 158.0 — 158.0 Selling and marketing — — — — 291.5 — 291.5 General and administrative — — — 27.8 234.8 — 262.6 Goodwill impairment — — — — — — — Amortization — — — — 422.9 — 422.9 In process research and development impairments — — — — 16.3 — 16.3 Asset sales and impairments, net — — — 0.1 5.7 — 5.8 Total operating expenses — — — 27.9 2,425.7 — 2,453.6 Operating income / (loss) — — — (27.9 ) 241.5 — 213.6 Non-operating income (expense): Interest income / (expense), net — 89.3 (4.6 ) (45.4 ) (117.2 ) — (77.9 ) Other income (expense), net — (13.5 ) — — (22.3 ) — (35.8 ) Total other income (expense), net — 75.8 (4.6 ) (45.4 ) (139.5 ) — (113.7 ) Income / (loss) before income taxes and noncontrolling interest — 75.8 (4.6 ) (73.3 ) 102.0 — 99.9 Provision for income taxes — — — (22.0 ) 58.9 — 36.9 (Earnings) / losses of equity interest subsidiaries (61.3 ) (5.9 ) — (220.4 ) — 287.6 — Net income / (loss) $ 61.3 $ 81.7 $ (4.6 ) $ 169.1 $ 43.1 $ (287.6 ) $ 63.0 (Income) / loss attributable to noncontrolling interest — — — — (0.1 ) — (0.1 ) Net income / (loss) attributable to ordinary shareholders $ 61.3 $ 81.7 $ (4.6 ) $ 169.1 $ 43.0 $ (287.6 ) $ 62.9 Other Comprehensive income / (loss) 6.6 9.0 — — 6.6 (15.6 ) 6.6 Comprehensive income / (loss) $ 67.9 $ 90.7 $ (4.6 ) $ 169.1 $ 49.6 $ (303.2 ) $ 69.5 Warner Chilcott Limited Consolidating Statements of Operations For the Six Months Ended June 30, 2014 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ — $ — $ — $ — $ 5,322.3 $ — $ 5,322.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) — — — — 2,589.5 — 2,589.5 Research and development — — — — 329.5 — 329.5 Selling and marketing — — — — 574.6 — 574.6 General and administrative — — — 60.1 478.9 — 539.0 Goodwill impairment — — — — — — — Amortization — — — — 847.1 — 847.1 In process research and development impairments — — — — 16.3 — 16.3 Asset sales and impairments, net — — — (0.1 ) 5.5 — 5.4 Total operating expenses — — — 60.0 4,841.4 — 4,901.4 Operating income / (loss) — — — (60.0 ) 480.9 — 420.9 Non-operating income (expense): Interest income / (expense), net — 177.9 (4.6 ) (90.7 ) (232.3 ) — (149.7 ) Other income (expense), net — (23.0 ) — 0.1 (7.9 ) — (30.8 ) Total other income (expense), net — 154.9 (4.6 ) (90.6 ) (240.2 ) — (180.5 ) Income / (loss) before income taxes and noncontrolling interest — 154.9 (4.6 ) (150.6 ) 240.7 — 240.4 Provision for income taxes — — — (48.8 ) 130.1 — 81.3 (Earnings) / losses of equity interest subsidiaries (158.8 ) (132.8 ) — (509.6 ) — 801.2 — Net income / (loss) $ 158.8 $ 287.7 $ (4.6 ) $ 407.8 $ 110.6 $ (801.2 ) $ 159.1 (Income) / loss attributable to noncontrolling interest — — — — (0.3 ) — (0.3 ) Net income / (loss) attributable to ordinary shareholders $ 158.8 $ 287.7 $ (4.6 ) $ 407.8 $ 110.3 $ (801.2 ) $ 158.8 Other Comprehensive income / (loss) (0.2 ) 2.4 — — (0.2 ) (2.2 ) (0.2 ) Comprehensive income / (loss) $ 158.6 $ 290.1 $ (4.6 ) $ 407.8 $ 110.1 $ (803.4 ) $ 158.6 |
Consolidating Statement of Cash Flows | Warner Chilcott Limited Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (Unaudited; in millions) Warner Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net income / (loss) $ (747.3 ) $ (799.8 ) $ 0.2 $ 281.7 $ (446.3 ) $ 965.4 $ (746.1 ) Reconciliation to net cash provided by operating activities: (Earnings) / losses of equity interest subsidiaries 747.3 609.5 — (391.4 ) — (965.4 ) — Depreciation — — — 0.1 132.4 — 132.5 Amortization — — — — 2,598.9 — 2,598.9 Provision for inventory reserve — — — — 63.4 — 63.4 Share-based compensation — — — 18.3 382.4 — 400.7 Deferred income tax benefit — — — — (588.9 ) — (588.9 ) In-process research and development impairments — — — — 197.6 — 197.6 Loss / (gain) on asset sales and impairments, net 58.4 58.4 Amortization of inventory step up — — — — 706.1 — 706.1 Amortization of deferred financing costs — 268.8 8.6 2.0 1.1 — 280.5 Accretion and contingent consideration — — — — 8.1 — 8.1 Dividends from subsidiaries 68.8 68.8 — — — (137.6 ) — Other, net — — — — 64.3 — 64.3 Changes in assets and liabilities (net of effects of acquisitions) (0.1 ) (4,672.9 ) (20,820.7 ) 111.9 24,129.4 — (1,252.4 ) Net cash provided by operating activities 68.7 (4,525.6 ) (20,811.9 ) 22.6 27,306.9 (137.6 ) 1,923.1 Cash Flows From Investing Activities: Additions to property plant and equipment — — — (21.8 ) (226.4 ) — (248.2 ) Additions to product rights and other intangibles — — — — (28.5 ) — (28.5 ) Additions to investments (9,000.8 ) (9,000.8 ) — — (21.0 ) 18,001.6 (21.0 ) Proceeds from sale of investments and other assets — — — — 855.8 — 855.8 Proceeds from sales of property, plant and equipment — — — — 81.5 — 81.5 Acquisitions of business, net of cash acquired — — — — (35,109.9 ) — (35,109.9 ) Net cash (used in) investing activities (9,000.8 ) (9,000.8 ) — (21.8 ) (34,448.5 ) 18,001.6 (34,470.3 ) Cash Flows From Financing Activities: Proceeds from borrowings of long-term indebtedness — 5,500.0 20,955.6 — 0.8 — 26,456.4 Proceeds from borrowings on credit facility — 2,810.0 — — 72.0 — 2,882.0 Debt issuance and other financing costs — (167.1 ) (143.7 ) — — — (310.8 ) Payments on debt, including capital lease obligations — (3,553.3 ) — — (542.9 ) — (4,096.2 ) Payments of contingent consideration — — — — (92.0 ) — (92.0 ) Dividends to Parent (68.8 ) (68.8 ) — — (68.8 ) 137.6 (68.8 ) Contribution from Parent 9,000.8 9,000.8 — — 9,000.8 (18,001.6 ) 9,000.8 Net cash provided by / (used in) financing activities 8,932.0 13,521.6 20,811.9 — 8,369.9 (17,864.0 ) 33,771.4 Effect of currency exchange rate changes on cash and cash equivalents — — — — (3.1 ) — (3.1 ) Movement in cash held for sale — — — — — — — Net increase / (decrease) in cash and cash equivalents (0.1 ) (4.8 ) — 0.8 1,225.2 — 1,221.1 Cash and cash equivalents at beginning of period 0.1 5.5 — 1.5 237.2 — 244.3 Cash and cash equivalents at end of period $ — $ 0.7 $ — $ 2.3 $ 1,462.4 $ — $ 1,465.4 Warner Chilcott Limited Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2014 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Actavis Capital S.a.r.l. (Guarantor) Actavis Funding SCS (Issuer) Actavis Inc. (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net income / (loss) $ 158.8 $ 287.7 $ (4.6 ) $ 407.8 $ 110.6 $ (801.2 ) $ 159.1 Reconciliation to net cash provided by operating activities: (Earnings) / losses of equity interest subsidiaries (158.8 ) (132.8 ) — (509.6 ) — 801.2 — Depreciation — — — 0.2 104.9 — 105.1 Amortization — — — — 847.1 — 847.1 Provision for inventory reserve — — — — 75.3 — 75.3 Share-based compensation — — — 1.4 29.8 — 31.2 Deferred income tax benefit — — — — (151.5 ) — (151.5 ) In-process research and development impairments — — — — 16.3 — 16.3 Loss / (gain) on asset sales and impairments, net — — — — 27.4 — 27.4 Amortization of inventory step up — — — — 210.0 — 210.0 Amortization of deferred financing costs — 1.0 22.9 2.4 0.1 — 26.4 Accretion and contingent consideration — — — — (27.9 ) — (27.9 ) Dividends from subsidiaries — — — — — — — Other, net — — — — (10.0 ) — (10.0 ) Changes in assets and liabilities (net of effects of acquisitions) — 3,764.0 (3,642.6 ) 126.2 (670.6 ) — (423.0 ) Net cash provided by operating activities — 3,919.9 (3,624.3 ) 28.4 561.5 — 885.5 Cash Flows From Investing Activities: Additions to property plant and equipment — — — (7.5 ) (73.3 ) — (80.8 ) Additions to product rights and other intangibles — — — — — — — Proceeds from sale of assets — — — — 18.0 — 18.0 Proceeds from sales of property, plant and equipment — — — — 4.2 — 4.2 Acquisitions of business, net of cash acquired — — — — (119.2 ) — (119.2 ) Net cash (used in) investing activities — — — (7.5 ) (170.3 ) — (177.8 ) Cash Flows From Financing Activities: Proceeds from borrowings on credit facility — 80.0 — — — — 80.0 Proceeds from borrowings of long-term indebtedness — — 3,676.2 — — — 3,676.2 Debt issuance and other financing costs — — (51.9 ) — — — (51.9 ) Payments on debt, including capital lease obligations — (417.8 ) — — (50.0 ) — (467.8 ) Payments of contingent consideration — — — — (7.8 ) — (7.8 ) Net cash provided by / (used in) financing activities — (337.8 ) 3,624.3 — (57.8 ) — 3,228.7 Effect of currency exchange rate changes on cash and cash equivalents — — — — (3.8 ) — (3.8 ) Movement in cash held for sale — — — — 37.0 — 37.0 Net increase / (decrease) in cash and cash equivalents — 3,582.1 — 20.9 366.6 — 3,969.6 Cash and cash equivalents at beginning of period 0.1 0.3 — 1.4 321.7 — 323.5 Cash and cash equivalents at end of period $ 0.1 $ 3,582.4 $ — $ 22.3 $ 688.3 $ — $ 4,293.1 |
Long-Term Debt and Capital Le46
Long-Term Debt and Capital Leases - Schedule of Long-Term Debt and Capital Leases (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Quarterly Required Payments | 2.50% | |
Floating Rate Notes [Member] | Notes Due September 1, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Sep. 1, 2016 | Sep. 1, 2016 |
Floating Rate Notes [Member] | Notes Due March 12, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 12, 2018 | Mar. 12, 2018 |
Floating Rate Notes [Member] | Notes Due March 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 12, 2020 | Mar. 12, 2020 |
Fixed Rate Notes [Member] | 5.750% Notes Due April 1, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Apr. 1, 2016 | Apr. 1, 2016 |
Senior notes, interest rate | 5.75% | 5.75% |
Fixed Rate Notes [Member] | 1.850% Notes Due March 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 1, 2017 | Mar. 1, 2017 |
Senior notes, interest rate | 1.85% | 1.85% |
Fixed Rate Notes [Member] | 1.300% Notes Due June 15, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Jun. 15, 2017 | Jun. 15, 2017 |
Senior notes, interest rate | 1.30% | 1.30% |
Fixed Rate Notes [Member] | 1.875% Notes Due October 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Oct. 1, 2017 | Oct. 1, 2017 |
Senior notes, interest rate | 1.875% | 1.875% |
Fixed Rate Notes [Member] | 2.350% Notes Due March 12, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 12, 2018 | Mar. 12, 2018 |
Senior notes, interest rate | 2.35% | 2.35% |
Fixed Rate Notes [Member] | 1.350% Notes Due March 15, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 15, 2018 | Mar. 15, 2018 |
Senior notes, interest rate | 1.35% | 1.35% |
Fixed Rate Notes [Member] | 4.375% Notes Due February 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Feb. 1, 2019 | Feb. 1, 2019 |
Senior notes, interest rate | 4.375% | 4.375% |
Fixed Rate Notes [Member] | 2.450% Notes Due June 15, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Jun. 15, 2019 | Jun. 15, 2019 |
Senior notes, interest rate | 2.45% | 2.45% |
Fixed Rate Notes [Member] | 6.125% Senior Notes Due August 15, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Aug. 15, 2019 | Aug. 15, 2019 |
Senior notes, interest rate | 6.125% | 6.125% |
Fixed Rate Notes [Member] | 3.000% notes due March 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 12, 2020 | Mar. 12, 2020 |
Senior notes, interest rate | 3.00% | 3.00% |
Fixed Rate Notes [Member] | 3.375% Notes Due September 15, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Sep. 15, 2020 | Sep. 15, 2020 |
Senior notes, interest rate | 3.375% | 3.375% |
Fixed Rate Notes [Member] | 4.875% Notes Due February 15, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Feb. 15, 2021 | Feb. 15, 2021 |
Senior notes, interest rate | 4.875% | 4.875% |
Fixed Rate Notes [Member] | 5.000% Notes Due December 15, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Dec. 15, 2021 | Dec. 15, 2021 |
Senior notes, interest rate | 5.00% | 5.00% |
Fixed Rate Notes [Member] | 3.450% notes due March 15, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 15, 2022 | Mar. 15, 2022 |
Senior notes, interest rate | 3.45% | 3.45% |
Fixed Rate Notes [Member] | 3.250% Notes Due October 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Oct. 1, 2022 | Oct. 1, 2022 |
Senior notes, interest rate | 3.25% | 3.25% |
Fixed Rate Notes [Member] | 2.800% Notes Due March 15, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 15, 2023 | Mar. 15, 2023 |
Senior notes, interest rate | 2.80% | 2.80% |
Fixed Rate Notes [Member] | 3.850% Notes Due June 15, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Jun. 15, 2024 | Jun. 15, 2024 |
Senior notes, interest rate | 3.85% | 3.85% |
Fixed Rate Notes [Member] | 3.800% notes due March 15, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 15, 2025 | Mar. 15, 2025 |
Senior notes, interest rate | 3.80% | 3.80% |
Fixed Rate Notes [Member] | 4.550% notes due March 15, 2035 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 15, 2035 | Mar. 15, 2035 |
Senior notes, interest rate | 4.55% | 4.55% |
Fixed Rate Notes [Member] | 4.625% Notes Due October 1, 2042 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Oct. 1, 2042 | Oct. 1, 2042 |
Senior notes, interest rate | 4.625% | 4.625% |
Fixed Rate Notes [Member] | 4.850% Notes Due June 15, 2044 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Jun. 15, 2044 | Jun. 15, 2044 |
Senior notes, interest rate | 4.85% | 4.85% |
Fixed Rate Notes [Member] | 4.750% notes due March 15, 2045 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 15, 2045 | Mar. 15, 2045 |
Senior notes, interest rate | 4.75% | 4.75% |
Variable Rate Debt [Member] | WC Three Year Tranche Maturing October 1, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Oct. 1, 2016 | Oct. 1, 2016 |
Variable Rate Debt [Member] | WC Five Year Trance Maturing October 1, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Oct. 1, 2018 | Oct. 1, 2018 |
Variable Rate Debt [Member] | Act Term Loan Agreement Maturing October 31, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Oct. 31, 2017 | Oct. 31, 2017 |
Variable Rate Debt [Member] | Act Term Loan Amendment Maturing July 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Jul. 1, 2019 | Jul. 1, 2019 |
Variable Rate Debt [Member] | Agn Tranche Three Maturing March 17, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 17, 2018 | Mar. 17, 2018 |
Variable Rate Debt [Member] | Agn Tranche Five Maturing March 17, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, maturity date | Mar. 17, 2020 | Mar. 17, 2020 |
General - Additional Informatio
General - Additional Information (Detail) $ in Millions | Jul. 26, 2015USD ($) | Jun. 30, 2015Country |
Franchisor Disclosure [Line Items] | ||
Number of operating countries | Country | 100 | |
Subsequent Event | Teva Pharmaceutical Industries Ltd. | Allergan Global Generic Pharmaceuticals Business and Certain Other Assets | ||
Franchisor Disclosure [Line Items] | ||
Contract Price Of Divestiture | $ 40,500 | |
Proceeds Expected To Be Received From Divestiture of Businesses | 33,750 | |
Stock Expected To Be Received In Divestiture Of Business | $ 6,750 | |
Business Divestiture Effective Year Of Divestiture | 2,016 |
Reconciliation of Warner Chil48
Reconciliation of Warner Chilcott Limited Results to Allergan Plc Results - Summary of Assets Reconciliation Results of Warner Chilcott Limited to Allergan Plc (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | $ 1,517.9 | $ 250 | $ 4,293.6 | $ 329 |
Prepaid expenses and other current assets | 1,004.8 | 733.4 | ||
Property, plant and equipment, net | 2,859 | 1,594.7 | ||
Accounts payables and accrued liabilities | 5,945 | 4,170.6 | ||
Material Reconciling Items [Member] | Allergan plc [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | 1,517.9 | 250 | ||
Accounts receivable, net | 4,420.1 | 2,372.3 | ||
Prepaid expenses and other current assets | 1,004.8 | 733.4 | ||
Property, plant and equipment, net | 2,859 | 1,594.7 | ||
Accounts payables and accrued liabilities | 5,945 | 4,170.6 | ||
Material Reconciling Items [Member] | Warner Chilcott Limited [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | 1,465.4 | 244.3 | ||
Accounts receivable, net | 4,420.1 | 2,371.6 | ||
Prepaid expenses and other current assets | 1,000.7 | 730.5 | ||
Property, plant and equipment, net | 2,859 | 1,593.8 | ||
Accounts payables and accrued liabilities | 5,907.6 | 4,167.5 | ||
Material Reconciling Items [Member] | Difference [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | 52.5 | 5.7 | ||
Accounts receivable, net | 0.7 | |||
Prepaid expenses and other current assets | 4.1 | 2.9 | ||
Property, plant and equipment, net | 0.9 | |||
Accounts payables and accrued liabilities | $ 37.4 | $ 3.1 |
Reconciliation of Warner Chil49
Reconciliation of Warner Chilcott Limited Results to Allergan Plc Results - Summary of Operating Profit Loss Reconciliation Results of Warner Chilcott Limited to Allergan Plc (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | $ 480.2 | $ 270.1 | $ 1,173.2 | $ 545.9 |
Operating (loss) / income | (162.9) | 206.1 | (484.8) | 414 |
(Loss) / income before income taxes and noncontrolling interest | (548.9) | 92.4 | (1,238.9) | 233.5 |
(Benefit) / provision for income taxes | (307.3) | 43.6 | (485) | 88 |
Net (loss) / income | (241.6) | 48.8 | (753.9) | 145.5 |
Dividends on preferred stock | 69.6 | 92.8 | ||
Material Reconciling Items [Member] | Allergan plc [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | 480.2 | 270.1 | 1,173.2 | 545.9 |
Operating (loss) / income | (162.9) | 206.1 | (484.8) | 414 |
(Loss) / income before income taxes and noncontrolling interest | (548.9) | 92.4 | (1,238.9) | 233.5 |
(Benefit) / provision for income taxes | (307.3) | 43.6 | (485) | 88 |
Net (loss) / income | (241.6) | 48.8 | (753.9) | 145.5 |
Dividends on preferred stock | 69.6 | 92.8 | ||
Material Reconciling Items [Member] | Warner Chilcott Limited [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | 476 | 262.6 | 1,165.4 | 539 |
Operating (loss) / income | (158.7) | 213.6 | (477) | 420.9 |
(Loss) / income before income taxes and noncontrolling interest | (544.7) | 99.9 | (1,231.1) | 240.4 |
(Benefit) / provision for income taxes | (307.3) | 36.9 | (485) | 81.3 |
Net (loss) / income | (237.4) | 63 | (746.1) | 159.1 |
Material Reconciling Items [Member] | Difference [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | 4.2 | 7.5 | 7.8 | 6.9 |
Operating (loss) / income | (4.2) | (7.5) | (7.8) | (6.9) |
(Loss) / income before income taxes and noncontrolling interest | (4.2) | (7.5) | (7.8) | (6.9) |
(Benefit) / provision for income taxes | 6.7 | 6.7 | ||
Net (loss) / income | (4.2) | $ (14.2) | (7.8) | $ (13.6) |
Dividends on preferred stock | $ 69.6 | $ 92.8 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
SRA balances within accounts receivable | $ 1,419,400,000 | $ 1,419,400,000 | $ 1,660,900,000 | ||
Current liabilities within SRA | 1,847,500,000 | 1,847,500,000 | $ 1,323,400,000 | ||
Provision for warranty expense | 1,700,000 | ||||
Liability of expected future obligations included in current liabilities | 8,500,000 | 8,500,000 | |||
Liability of expected future obligations included in long-term liabilities | $ 30,300,000 | $ 30,300,000 | |||
Period of implants for surgical procedures | 10 years | ||||
Company utilized discount rates | 10.00% | ||||
Impairment on intangible assets | $ 197,600,000 | $ 16,300,000 | $ 197,600,000 | $ 16,300,000 | |
Stock awards outstanding, but not included in the computation of diluted EPS | 0 | 0 | |||
Ordinary Shares [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Stock awards outstanding, but not included in the computation of diluted EPS | 16,700,000 | 11,100,000 | |||
Stock Awards [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Stock awards outstanding, but not included in the computation of diluted EPS | 5,100,000 | 4,700,000 | |||
Trade Name [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment on intangible assets | $ 0 | ||||
IPR&D [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment on intangible assets | $ 197,600,000 | ||||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Company utilized long term growth rates | 0.00% | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Company utilized long term growth rates | 5.00% | ||||
Goodwill [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of goodwill | $ 0 | ||||
Saline Breast Implants [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Financial assistance | $ 2,400 | ||||
Silicone Gel Breast Implants [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Financial assistance | $ 3,500 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Movements in SRA Reserve Balances (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Sales Return Allowance Reserve [Line Items] | ||||
Beginning Balance | $ 2,984.3 | |||
Provision to reduce gross product sales to net product sales | $ 3,561.3 | $ 1,879.7 | 6,751.3 | $ 3,611.8 |
Payments and other | (6,898.2) | |||
Ending Balance | $ 3,266.9 | 3,266.9 | ||
Allergan, Inc. [Member] | ||||
Sales Return Allowance Reserve [Line Items] | ||||
Acquired reserves in the Allergan Acquisition (defined below) | $ 429.5 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Summary of Activity in Gross-to-Net Revenue (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Gross product sales | $ 9,252 | $ 4,505.7 | $ 16,635.5 | $ 8,834.7 |
Provisions to reduce gross product sales to net product sales | (3,561.3) | (1,879.7) | (6,751.3) | (3,611.8) |
Net product sales | $ 5,690.7 | $ 2,626 | $ 9,884.2 | $ 5,222.9 |
Percentage of provisions to gross sales | 38.50% | 41.70% | 40.60% | 40.90% |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
EPS — basic | ||||
Net (loss) / income attributable to ordinary shareholders | $ (312.7) | $ 48.7 | $ (847.9) | $ 145.2 |
Basic | 392.6 | 174.2 | 341.3 | 174 |
EPS — basic | $ (0.80) | $ 0.28 | $ (2.48) | $ 0.83 |
EPS — diluted | ||||
Net (loss) / income attributable to ordinary shareholders | $ (312.7) | $ 48.7 | $ (847.9) | $ 145.2 |
Basic | 392.6 | 174.2 | 341.3 | 174 |
Effect of dilutive securities: | ||||
Dilutive stock awards | 0.8 | 1 | ||
Diluted weighted average ordinary shares outstanding | 392.6 | 175 | 341.3 | 175 |
EPS — diluted | $ (0.80) | $ 0.28 | $ (2.48) | $ 0.83 |
Acquisitions and Other Agreem54
Acquisitions and Other Agreements - Pro Forma Results of Businesses Acquired (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Net Revenue | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
Net (loss) / income attributable to ordinary shareholders | $ (312.7) | $ 48.7 | $ (847.9) | $ 145.2 |
Net (loss) per share | ||||
Basic | $ (0.80) | $ 0.28 | $ (2.48) | $ 0.83 |
Diluted | $ (0.80) | $ 0.28 | $ (2.48) | $ 0.83 |
Pro Forma [Member] | ||||
Business Acquisition [Line Items] | ||||
Net Revenue | $ 5,688.5 | $ 11,512.2 | $ 11,137.3 | |
Net (loss) / income attributable to ordinary shareholders | $ (222.1) | $ (470.2) | $ (1,493.9) | |
Net (loss) per share | ||||
Basic | $ (0.57) | $ (1.19) | $ (3.84) | |
Diluted | $ (0.57) | $ (1.19) | $ (3.84) | |
Allergan, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Net Revenue | $ 1,864.2 | $ 1,523 | $ 3,507.2 | |
Net (loss) / income attributable to ordinary shareholders | (760.9) | $ 377.7 | (1,781.5) | |
Forest Laboratories Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Net Revenue | 1,157.1 | 2,307.8 | ||
Net (loss) / income attributable to ordinary shareholders | $ 490.1 | $ 142.4 |
Acquisitions and Other Agreem55
Acquisitions and Other Agreements - Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | May. 29, 2015 | Mar. 31, 2015 | Mar. 17, 2015 | Dec. 31, 2014 | Nov. 17, 2014 |
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | $ 10,910 | |||||
Intangible assets | 45,030.5 | |||||
Goodwill | 51,596.3 | $ 24,521.5 | ||||
CMP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 43,290 | |||||
IPR&D [Member] | ||||||
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | 38.6 | |||||
Auden Mckenzie [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 32.2 | |||||
Inventory | 49.1 | |||||
Intangible assets | 342.4 | |||||
Goodwill | 123.3 | |||||
Other assets and liabilities | 7.2 | |||||
Contingent consideration | (17.3) | (17.3) | ||||
Deferred tax liabilities, net | (79.6) | |||||
Net assets acquired | 495.9 | |||||
Auden Mckenzie [Member] | IPR&D [Member] | ||||||
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | $ 38.6 | |||||
Allergan, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 5,424.5 | |||||
Accounts receivable | 948.7 | |||||
Inventory | 1,218.6 | |||||
Other current assets | 318.8 | |||||
Property, plant and equipment, net | 1,214.5 | |||||
Other long-term assets | 189.3 | |||||
IPR&D intangible assets | $ 55,940.5 | |||||
Intangible assets | 45,030.5 | |||||
Goodwill | 26,471.4 | |||||
Current liabilities | (1,217.5) | |||||
Contingent consideration | (383.7) | $ (383.7) | ||||
Deferred tax liabilities, net | (12,479.3) | |||||
Other taxes payable | (82.4) | |||||
Other long-term liabilities | (622) | |||||
Outstanding indebtedness | (2,183.5) | |||||
Net assets acquired | 74,757.9 | |||||
Allergan, Inc. [Member] | Preliminary Values [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 5,424.5 | |||||
Accounts receivable | 962.7 | |||||
Inventory | 1,223.2 | |||||
Other current assets | 318.8 | |||||
Property, plant and equipment, net | 1,202.5 | |||||
Other long-term assets | 189.3 | |||||
Intangible assets | 45,050.5 | |||||
Goodwill | 26,368.5 | |||||
Current liabilities | (1,212.2) | |||||
Contingent consideration | (379.1) | |||||
Deferred tax liabilities, net | (12,512.9) | |||||
Other taxes payable | (82.4) | |||||
Other long-term liabilities | (622) | |||||
Outstanding indebtedness | (2,183.5) | |||||
Net assets acquired | 74,757.9 | |||||
Allergan, Inc. [Member] | Measurement Period Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | (14) | |||||
Inventory | (4.6) | |||||
Property, plant and equipment, net | 12 | |||||
Intangible assets | (20) | |||||
Goodwill | 102.9 | |||||
Current liabilities | (5.3) | |||||
Contingent consideration | (4.6) | |||||
Deferred tax liabilities, net | 33.6 | |||||
Allergan, Inc. [Member] | IPR&D [Member] | ||||||
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | 10,910 | |||||
Allergan, Inc. [Member] | IPR&D [Member] | Preliminary Values [Member] | ||||||
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | $ 11,010 | |||||
Allergan, Inc. [Member] | IPR&D [Member] | Measurement Period Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | (100) | |||||
Durata Therapeutics Inc | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 17.8 | |||||
Inventory | 21 | |||||
Intangible assets | 480 | |||||
Goodwill | 75.8 | |||||
Other assets and liabilities | (30.2) | |||||
Contingent consideration | (49) | $ (49) | ||||
Deferred tax liabilities, net | (39.9) | |||||
Outstanding indebtedness | (67) | |||||
Net assets acquired | 657.5 | |||||
Durata Therapeutics Inc | IPR&D [Member] | ||||||
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | 249 | |||||
Forest Laboratories Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 3,424.2 | |||||
Accounts receivable | 496.2 | |||||
Inventory | 1,455.8 | |||||
Other current assets | 261.2 | |||||
Current assets held for sale | 87.1 | |||||
Property, plant and equipment, net | 221.1 | |||||
Other long-term assets | 84.1 | |||||
Goodwill | 16,403.6 | |||||
Current liabilities | (1,372.1) | |||||
Deferred tax liabilities, net | (2,277.3) | |||||
Other taxes payable | (618.4) | |||||
Other long-term liabilities | (120) | |||||
Outstanding indebtedness | (3,261.9) | |||||
Net assets acquired | 27,661.1 | |||||
Forest Laboratories Inc. [Member] | CMP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 11,515.5 | |||||
Forest Laboratories Inc. [Member] | IPR&D [Member] | ||||||
Business Acquisition [Line Items] | ||||||
IPR&D intangible assets | $ 1,362 |
Acquisitions and Other Agreem56
Acquisitions and Other Agreements - Additional Information (Detail) $ / shares in Units, £ in Millions, shares in Millions, Patient in Millions, $ in Millions | Jun. 17, 2015USD ($)$ / shares | May. 29, 2015USD ($) | May. 29, 2015GBP (£) | Mar. 17, 2015USD ($)shares | Nov. 17, 2014USD ($)Contingent_Value_Right$ / shares | Jul. 02, 2014USD ($)Patient$ / shares | Jul. 01, 2014USD ($)shares | Apr. 01, 2014USD ($) | Oct. 31, 2013USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Feb. 05, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 10.00% | |||||||||||||||
Inventory, finished goods | $ 530.4 | $ 303.5 | ||||||||||||||
Goodwill | 26,594.7 | |||||||||||||||
Impairment on assets held for disposal | 189.6 | |||||||||||||||
Payment of contingent consideration | 92 | $ 7.8 | ||||||||||||||
Number of patients | Patient | 28 | |||||||||||||||
Gain (loss) on sale of business | $ 13.6 | 13.6 | ||||||||||||||
Divestiture of business for upfront consideration | $ 5 | |||||||||||||||
Impaired intangible assets | $ 36.1 | |||||||||||||||
Impaired miscellaneous assets and goodwill allocated to business | 2.5 | |||||||||||||||
Asset held for sale | 38 | 38 | 949.2 | |||||||||||||
Goodwill | 309.1 | |||||||||||||||
Divestiture of business | 38.8 | |||||||||||||||
Research and development | 454.9 | $ 158 | 885.9 | 329.5 | ||||||||||||
Other (Expense) Income [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Gain (loss) on sale of business | 38.8 | 5.3 | ||||||||||||||
Respiratory Therapeutic Area [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Asset held for sale | 734 | |||||||||||||||
Goodwill | 309.1 | |||||||||||||||
Incremental charge in cost of sales relating to inventory | 35.3 | |||||||||||||||
Divestiture of business | 38.8 | |||||||||||||||
Western Europe | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Gain (loss) on sale of business | $ 20.9 | |||||||||||||||
AstraZeneca [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Consideration amount on sale of business | $ 600 | |||||||||||||||
Additional consideration amount on sale of business | $ 100 | |||||||||||||||
Alogliptin and Priligy [Member] | Royalty Pharm, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Sale of royalties | $ 408.6 | |||||||||||||||
Schedule III (C-III) Drug [Member] | Viberzi [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Additional consideration for contingent value rights | $ / shares | $ 0 | |||||||||||||||
Schedule IV (C-IV) Drug [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Additional consideration for contingent value rights | $ / shares | 10 | |||||||||||||||
Schedule V (C-V) Drug [Member] | Viberzi [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Additional consideration for contingent value rights | $ / shares | 20 | |||||||||||||||
Non Schedule DEA [Member] | Viberzi [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Additional consideration for contingent value rights | $ / shares | $ 30 | |||||||||||||||
US Brands [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 14,171.9 | |||||||||||||||
US Medical Aesthetics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 3,679.8 | |||||||||||||||
International Brands [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 6,372.5 | |||||||||||||||
Auden Mckenzie [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration liability | $ 17.3 | 17.3 | 17.3 | |||||||||||||
Payments to acquire business, cash | $ 495.9 | £ 323.7 | ||||||||||||||
Inventory, finished goods | 42.3 | |||||||||||||||
Allergan, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration liability | $ 383.7 | 383.7 | 383.7 | |||||||||||||
Equity consideration | 74,800 | |||||||||||||||
Value of equity shares outstanding | 33,900 | |||||||||||||||
Portion of equity awards deemed to have been earned | 800 | |||||||||||||||
Payments to acquire business, cash | 40,100 | |||||||||||||||
Portion of equity awards deemed not to have been earned | 843.1 | |||||||||||||||
Portion of equity awards deemed expense | 126.4 | 395 | ||||||||||||||
Step-up in the value of inventories | 923.9 | |||||||||||||||
Amortization of inventory step-up to cost of sales | 433.4 | 504.4 | ||||||||||||||
Inventory, finished goods | 419.5 | |||||||||||||||
Goodwill | $ 26,471.4 | |||||||||||||||
Defined benefit plans, net liability | 302.6 | |||||||||||||||
Business acquisition, purchase consideration cash paid | 77,000 | |||||||||||||||
Outstanding indebtedness | 2,200 | |||||||||||||||
Equity consideration | $ 34,700 | |||||||||||||||
Business acquisition date | Mar. 17, 2015 | |||||||||||||||
Shares issued to acquire entity | shares | 111.2 | |||||||||||||||
Allergan, Inc. [Member] | Non-qualified Options [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares issued to acquire entity | shares | 7 | |||||||||||||||
Allergan, Inc. [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares issued to acquire entity | shares | 0.5 | |||||||||||||||
Allergan, Inc. [Member] | Pension Plans [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Fair value of assets | $ 1,042 | |||||||||||||||
Allergan, Inc. [Member] | Other Benefit Obligation [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Fair value of assets | 117.1 | |||||||||||||||
Fair value of liabilities | 120 | |||||||||||||||
Allergan, Inc. [Member] | Cash and Cash Equivalents [Member] | Pension Plans [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Fair value of assets | 13.6 | |||||||||||||||
Allergan, Inc. [Member] | Equity Securities [Member] | Pension Plans [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Fair value of assets | 480.1 | |||||||||||||||
Allergan, Inc. [Member] | Fixed Income Securities [Member] | Pension Plans [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Fair value of assets | $ 548.3 | |||||||||||||||
Allergan, Inc. [Member] | US Brands [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | $ 14,171.9 | |||||||||||||||
Allergan, Inc. [Member] | US Medical Aesthetics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 3,679.8 | |||||||||||||||
Allergan, Inc. [Member] | International Brands [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 6,372.5 | |||||||||||||||
Allergan, Inc. [Member] | Generics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 2,247.2 | |||||||||||||||
Pharmatech Transaction [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Impairment on assets held for disposal | 189.9 | |||||||||||||||
Durata Therapeutics Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration liability | $ 49 | 49 | 49 | |||||||||||||
Payments to acquire business, cash | $ 724.5 | |||||||||||||||
Additional consideration for contingent value rights | $ / shares | $ 5 | |||||||||||||||
Number of contingent value right per share | Contingent_Value_Right | 1 | |||||||||||||||
Durata Therapeutics Inc | Contingent Value Right [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payment of contingent consideration | 30.9 | |||||||||||||||
Fair value of contingent consideration paid | 24.5 | |||||||||||||||
Difference between fair value and payment made recorded as operating expense | 6.4 | |||||||||||||||
Furiex Pharmaceuticals, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration liability | 59.3 | 59.3 | ||||||||||||||
Research and development | 29.5 | |||||||||||||||
Furiex Pharmaceuticals, Inc. [Member] | Contingent Value Right [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration liability | $ 88 | |||||||||||||||
Payments to acquire business, cash | 1,156.2 | |||||||||||||||
Furiex Pharmaceuticals, Inc. [Member] | Maximum [Member] | Contingent Value Right [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration liability | $ 360 | |||||||||||||||
Forest Laboratories Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Equity consideration | $ 27,700 | |||||||||||||||
Value of equity shares outstanding | 20,000 | |||||||||||||||
Portion of equity awards deemed to have been earned | 568.1 | |||||||||||||||
Payments to acquire business, cash | 7,100 | |||||||||||||||
Portion of equity awards deemed not to have been earned | 570.4 | |||||||||||||||
Portion of equity awards deemed expense | 29.9 | 87.8 | ||||||||||||||
Step-up in the value of inventories | 1,036.3 | |||||||||||||||
Amortization of inventory step-up to cost of sales | $ 49.8 | 186.6 | ||||||||||||||
Inventory, finished goods | $ 58.2 | $ 285.3 | ||||||||||||||
Business acquisition, purchase consideration cash paid | 30,900 | |||||||||||||||
Outstanding indebtedness | 3,300 | |||||||||||||||
Equity consideration | $ 20,600 | |||||||||||||||
Business acquisition date | Jul. 1, 2014 | |||||||||||||||
Shares issued to acquire entity | shares | 89.8 | |||||||||||||||
Forest Laboratories Inc. [Member] | Non-qualified Options [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares issued to acquire entity | shares | 6.1 | |||||||||||||||
Forest Laboratories Inc. [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares issued to acquire entity | shares | 1.1 | |||||||||||||||
Warner Chilcott [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Amortization of inventory step-up to cost of sales | $ 84.9 | $ 1.9 | $ 209.5 | |||||||||||||
Business acquisition date | Oct. 1, 2013 | |||||||||||||||
Fair value including assumption of debt | $ 9,200 | |||||||||||||||
Kythera | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire business, cash | $ 2,100 | |||||||||||||||
Business combination cash consideration for each share | $ / shares | $ 75 | |||||||||||||||
CMP [Member] | Auden Mckenzie [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 15.00% | |||||||||||||||
CMP [Member] | Durata Therapeutics Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 9.50% | |||||||||||||||
IPR&D [Member] | Auden Mckenzie [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 16.00% | |||||||||||||||
IPR&D [Member] | Allergan, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 10.00% | |||||||||||||||
IPR&D [Member] | Allergan, Inc. [Member] | Minimum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 10.00% | |||||||||||||||
IPR&D [Member] | Allergan, Inc. [Member] | Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 11.00% | |||||||||||||||
IPR&D [Member] | Durata Therapeutics Inc | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Discount rate to arrive present value | 10.50% |
Acquisitions and Other Agreem57
Acquisitions and Other Agreements - Summary of Amounts Recognized and Weighted Average Useful Lives Using Economic Benefit of Intangible Assets (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Mar. 17, 2015 | |
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 45,030.5 | |
Indefinite lived assets, Amount recognized as of the acquisition date | 10,910 | |
Intangible Assets, Amount recognized as of the acquisition date | 55,940.5 | |
Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 45,030.5 | |
Indefinite lived assets, Amount recognized as of the acquisition date | $ 55,940.5 | |
Weighted average useful lives (years) | 6 years 7 months 6 days | |
IPR&D [Member] | ||
Business Acquisition [Line Items] | ||
Indefinite lived assets, Amount recognized as of the acquisition date | $ 38.6 | |
IPR&D [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Indefinite lived assets, Amount recognized as of the acquisition date | 10,910 | |
IPR&D [Member] | Botox [Member] | ||
Business Acquisition [Line Items] | ||
Indefinite lived assets, Amount recognized as of the acquisition date | 810 | |
IPR&D [Member] | Eye Care [Member] | ||
Business Acquisition [Line Items] | ||
Indefinite lived assets, Amount recognized as of the acquisition date | 6,420 | |
IPR&D [Member] | Aesthetics [Member] | ||
Business Acquisition [Line Items] | ||
Indefinite lived assets, Amount recognized as of the acquisition date | 2,560 | |
IPR&D [Member] | Other Products [Member] | ||
Business Acquisition [Line Items] | ||
Indefinite lived assets, Amount recognized as of the acquisition date | 1,120 | |
CMP [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 43,290 | |
CMP [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 6 years 8 months 12 days | |
CMP [Member] | Restasis [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 3,970 | |
CMP [Member] | Restasis [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 4 years | |
CMP [Member] | Refresh Optive [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 2,720 | |
CMP [Member] | Refresh Optive [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 7 years 7 months 6 days | |
CMP [Member] | Other Eye Care Products [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 6,690 | |
CMP [Member] | Other Eye Care Products [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 4 years 2 months 12 days | |
CMP [Member] | Botox [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 22,580 | |
CMP [Member] | Botox [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 8 years | |
CMP [Member] | Aczone [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 160 | |
CMP [Member] | Aczone [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 1 year 3 months 18 days | |
CMP [Member] | Other Skin Products [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 820 | |
CMP [Member] | Other Skin Products [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 5 years | |
CMP [Member] | Other Aesthetics [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 6,350 | |
CMP [Member] | Other Aesthetics [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 6 years | |
Trade Name [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 690 | |
Trade Name [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 4 years 6 months | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Definite lived assets, Amount recognized as of the acquisition date | $ 1,050.5 | |
Customer Relationships [Member] | Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful lives (years) | 3 years 4 months 24 days |
Acquisitions and Other Agreem58
Acquisitions and Other Agreements - Summary of Transaction and Integration Costs (Detail) - Jun. 30, 2015 - USD ($) $ in Millions | Total | Total |
Legacy Allergan [Member] | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | $ 201.3 | $ 1,035.4 |
Legacy Allergan [Member] | Acquisition, Integration and Restructuring Related Charges [Member] | Cost Of Sales | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 6.8 | 21.3 |
Legacy Allergan [Member] | Acquisition, Integration and Restructuring Related Charges [Member] | Research And Development Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 6.8 | 67.4 |
Legacy Allergan [Member] | Acquisition, Integration and Restructuring Related Charges [Member] | Selling And Marketing Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 10.6 | 72.8 |
Legacy Allergan [Member] | Acquisition, Integration and Restructuring Related Charges [Member] | General And Administrative Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 48.8 | 179.4 |
Legacy Allergan [Member] | Acquisition-Related Expenses [Member] | General And Administrative Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 65.5 | |
Legacy Allergan [Member] | Bridge Loan Facilities Expense [Member] | Other (Expense) Income [Member] | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | (1.9) | (264.9) |
Legacy Allergan [Member] | Interest Rate Lock [Member] | Other (Expense) Income [Member] | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 30.9 | |
Forest Laboratories Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 59.4 | 156.9 |
Forest Laboratories Inc. [Member] | Severance Related Charges [Member] | Cost Of Sales | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 0.1 | 1.1 |
Forest Laboratories Inc. [Member] | Severance Related Charges [Member] | Research And Development Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 8.8 | |
Forest Laboratories Inc. [Member] | Severance Related Charges [Member] | Selling And Marketing Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 0.1 | 16.9 |
Forest Laboratories Inc. [Member] | Severance Related Charges [Member] | General And Administrative Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 1.2 | 12.6 |
Forest Laboratories Inc. [Member] | Other Integration Costs [Member] | General And Administrative Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 28.1 | 29.7 |
Stock Compensation Plan | Legacy Allergan [Member] | Cost Of Sales | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 7.4 | 14.3 |
Stock Compensation Plan | Legacy Allergan [Member] | Research And Development Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 36.1 | 91.6 |
Stock Compensation Plan | Legacy Allergan [Member] | Selling And Marketing Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 39.7 | 62.9 |
Stock Compensation Plan | Legacy Allergan [Member] | General And Administrative Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 43.2 | 226.2 |
Stock Compensation Plan | Forest Laboratories Inc. [Member] | Cost Of Sales | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 1.5 | 2.7 |
Stock Compensation Plan | Forest Laboratories Inc. [Member] | Research And Development Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 8.5 | 24.5 |
Stock Compensation Plan | Forest Laboratories Inc. [Member] | Selling And Marketing Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | 8.8 | 28.4 |
Stock Compensation Plan | Forest Laboratories Inc. [Member] | General And Administrative Expense | ||
Business Acquisition [Line Items] | ||
Total transaction and integration costs | $ 11.1 | $ 32.2 |
Assets Held For Sale - Net Asse
Assets Held For Sale - Net Assets Held for Sale (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Accounts receivable, net | $ 17.7 | |
Inventories | 161.5 | |
Prepaid expenses and other assets | 197.5 | $ 38 |
Intangible assets | 453 | |
Goodwill | 309.1 | |
Impairment on assets held for sale | (189.6) | |
Total assets held for sale | 949.2 | 38 |
Accounts payable and accrued expenses | 25.9 | |
Total liabilities held for sale | 25.9 | |
Net assets held for sale | $ 923.3 | $ 38 |
Assets Held For Sale - Addition
Assets Held For Sale - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2015 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Asset held for sale | $ 949.2 | $ 38 |
Goodwill | 309.1 | |
Pharmatech Transaction [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Increase in assets held for sale | 97.2 | |
Increase in liabilities held for sale | 25.9 | |
Corona Facility [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Properties acquired, assets held for sale | 36.2 | 2.8 |
Irvine Facility [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Properties acquired, assets held for sale | 5.2 | |
Respiratory Therapeutic Area [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Asset held for sale | 734 | |
Goodwill | 309.1 | |
Commack, Long Island [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Properties acquired, assets held for sale | 46.4 | 12.3 |
Hauppauge, New York [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Properties acquired, assets held for sale | 14.8 | 12.9 |
Ontario [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Properties acquired, assets held for sale | $ 4.8 | |
St. Louis, Missouri [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Properties acquired, assets held for sale | $ 20.4 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ in Millions | Total | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option expiration period | 10 years | |
Restricted stock awards restrictions eliminated period | After one year | |
Unrecognized future stock-based compensation expense | $ 882.4 | $ 882.4 |
Remaining weighted average period (years) | 2 years 2 months 12 days | |
Allergan, Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recognized share-based compensation expense relating to acquisition accounting treatment of outstanding awards acquired | 105.5 | $ 239.8 |
Unrecognized future stock-based compensation expense | 439.3 | 439.3 |
Forest Laboratories Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Recognized share-based compensation expense relating to acquisition accounting treatment of outstanding awards acquired | 26 | 70.9 |
Unrecognized future stock-based compensation expense | $ 168.7 | $ 168.7 |
Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option exercisable period | 3 years | |
Stock Options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option exercisable period | 5 years | |
Restricted Stock [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option exercisable period | 1 year | |
Restricted Stock [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option exercisable period | 4 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Fair Value Assumptions of Options based on Black-Scholes Valuation Model (Detail) - 6 months ended Jun. 30, 2015 | Total |
2015 Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Expected volatility, Minimum | 26.00% |
Expected volatility, Maximum | 29.00% |
Risk-free interest rate | 1.90% |
2015 Acquired Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Expected volatility | 26.00% |
Risk-free interest rate, Minimum | 0.10% |
Risk-free interest rate, Maximum | 1.90% |
2014 Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Expected volatility | 29.00% |
Risk-free interest rate, Minimum | 1.90% |
Risk-free interest rate, Maximum | 2.20% |
Expected term | 7 years 6 months |
2014 Acquired Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Expected volatility | 28.00% |
Risk-free interest rate, Minimum | 0.00% |
Risk-free interest rate, Maximum | 2.10% |
Minimum [Member] | 2015 Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 7 years |
Maximum [Member] | 2015 Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 7 years 6 months |
Maximum [Member] | 2015 Acquired Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 6 years 10 months 24 days |
Maximum [Member] | 2014 Acquired Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 6 years 4 months 24 days |
Share-Based Compensation - Shar
Share-Based Compensation - Share-Based Compensation Expense Recognized in Company's Results of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 175.2 | $ 14.5 | $ 527.8 | $ 31.2 |
Equity Based Compensation Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 175.2 | $ 14.5 | 400.7 | $ 31.2 |
Cash-Settled Equity Awards [Member] | Allergan, Inc. [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 127.1 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Equity Award Activity for Unvested Restricted Stock and Stock Units (Detail) - Restricted Stock [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted shares / units outstanding, beginning balance | 2.1 | |
Shares, Granted | 0.4 | |
Shares, Vested | (0.8) | |
Shares, Assumed as part of the Allergan Acquisition | 0.5 | |
Shares, Forfeited | (0.1) | |
Restricted shares / units outstanding, ending balance | 2.1 | 2.1 |
Weighted Average Grant Date Fair Value, outstanding, beginning balance | $ 148.79 | |
Weighted Average Grant Date Fair Value, Granted | 324.79 | |
Weighted Average Grant Date Fair Value, Vested | (140.65) | |
Weighted Average Grant Date Fair Value, Assumed as part of the Allergan Acquisition | 218.47 | |
Weighted Average Grant Date Fair Value, Forfeited | (110.35) | |
Weighted Average Grant Date Fair Value, outstanding, ending balance | $ 200.11 | $ 148.79 |
Weighted Average Remaining Contractual Term (Years) | 2 years 1 month 6 days | 1 year 3 months 18 days |
Aggregate Grant Date Fair Value, outstanding, beginning balance | $ 312.5 | |
Aggregate Grant Date Fair Value, Granted | 129.9 | |
Aggregate Grant Date Fair Value, Vested | (112.5) | |
Aggregate Grant Date Fair Value, Assumed as part of the Allergan Acquisition | 102.8 | |
Aggregate Grant Date Fair Value, Forfeited | (12.5) | |
Aggregate Grant Date Fair Value, outstanding, ending balance | $ 420.2 | $ 312.5 |
Share-Based Compensation - Su65
Share-Based Compensation - Summary of Equity Award Activity for Non-Qualified Options to Purchase Ordinary Shares (Detail) - Non-qualified Options [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding, Beginning Balance | 5.4 | |
Options, Granted | 0.2 | |
Options, Exercised | (1.1) | |
Options, Assumed as part of the Allergan Acquisition | 7 | |
Options, Cancelled | (0.4) | |
Options, Outstanding, Ending Balance | 11.1 | 5.4 |
Options, Vested and expected to vest | 10.4 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 93.96 | |
Weighted Average Exercise Price, Granted | 300.56 | |
Weighted Average Exercise Price, Exercised | (90.03) | |
Weighted Average Exercise Price, Assumed as part of the Allergan Acquisition - aggregate | 103.63 | |
Weighted Average Exercise Price, Cancelled | (127.24) | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 141.91 | $ 93.96 |
Weighted Average Exercise Price, Vested and expected to vest | $ 141.45 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 7 years | 7 years 3 months 18 days |
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest | 6 years 10 months 24 days | |
Aggregate Intrinsic Value, Outstanding | $ 1,793.3 | $ 858.9 |
Aggregate Intrinsic Value, Vested and expected to vest | $ 1,686.1 |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Detail) - Segment | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||
Number of operating segments | 5 | 5 | 4 |
Reportable Segments - Schedule
Reportable Segments - Schedule of Net Revenues, Operating Expenses Contribution Information by Reportable Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
Operating expenses: | ||||
Cost of sales | 2,130.1 | 1,296.5 | 3,843.5 | 2,589.5 |
Selling and marketing | 981 | 291.5 | 1,716.5 | 574.6 |
General and administrative | 480.2 | 270.1 | 1,173.2 | 545.9 |
Research and development | 454.9 | 158 | 885.9 | 329.5 |
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 |
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 |
Asset sales and impairments, net | 0.6 | 5.8 | 58.4 | 5.4 |
Operating (loss) / income | (162.9) | 206.1 | (484.8) | 414 |
US Brands [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,435.7 | 564.6 | 4,234.1 | 1,139.4 |
US Medical Aesthetics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 486.8 | 566.6 | ||
International Brands [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 717 | 169.1 | 947.5 | 313.5 |
Global Generics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,629 | 1,474.6 | 3,260.8 | 2,908.3 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 5,730.9 | 2,635.3 | 9,933 | 5,178.4 |
Operating expenses: | ||||
Cost of sales | 1,585.6 | 1,151.1 | 2,947.4 | 2,228.9 |
Selling and marketing | 932.5 | 275.8 | 1,552.1 | 530 |
General and administrative | 197 | 143.7 | 384.9 | 302.8 |
Segment Contribution | $ 3,015.8 | $ 1,064.7 | $ 5,048.6 | $ 2,116.7 |
Contribution margin | 52.60% | 40.40% | 50.80% | 40.90% |
Corporate | $ 852.1 | $ 255.6 | $ 1,792.6 | $ 504.4 |
Research and development | 454.9 | 158 | 885.9 | 329.5 |
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 |
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 |
Asset sales and impairments, net | 0.6 | 5.8 | 58.4 | 5.4 |
Operating (loss) / income | $ (162.9) | $ 206.1 | $ (484.8) | $ 414 |
Operating margin | (2.80%) | 7.80% | (4.90%) | 8.00% |
Operating Segments [Member] | US Brands [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 2,435.7 | $ 564.6 | $ 4,234.1 | $ 1,139.4 |
Operating expenses: | ||||
Cost of sales | 307.3 | 71.1 | 533.9 | 138.6 |
Selling and marketing | 459.4 | 75.7 | 831.7 | 150.3 |
General and administrative | 47.2 | 24.7 | 105.7 | 49.9 |
Segment Contribution | $ 1,621.8 | $ 393.1 | $ 2,762.8 | $ 800.6 |
Contribution margin | 66.60% | 69.60% | 65.30% | 70.30% |
Operating Segments [Member] | US Medical Aesthetics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 486.8 | $ 566.6 | ||
Operating expenses: | ||||
Cost of sales | 34 | 39 | ||
Selling and marketing | 97.9 | 111.6 | ||
General and administrative | 11.2 | 13.9 | ||
Segment Contribution | $ 343.7 | $ 402.1 | ||
Contribution margin | 70.60% | 0.00% | 71.00% | |
Operating Segments [Member] | International Brands [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 717 | $ 169.1 | $ 947.5 | $ 313.5 |
Operating expenses: | ||||
Cost of sales | 159.5 | 74.3 | 244.3 | 145.7 |
Selling and marketing | 181.8 | 36.4 | 249.6 | 70.1 |
General and administrative | 47.5 | 13.2 | 70.1 | 28.7 |
Segment Contribution | $ 328.2 | $ 45.2 | $ 383.5 | $ 69 |
Contribution margin | 45.80% | 26.70% | 40.50% | 22.00% |
Operating Segments [Member] | Global Generics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 1,629 | $ 1,474.6 | $ 3,260.8 | $ 2,908.3 |
Operating expenses: | ||||
Cost of sales | 680.3 | 631.2 | 1,321.7 | 1,238.9 |
Selling and marketing | 162.1 | 136.6 | 296.5 | 255.5 |
General and administrative | 82.2 | 97 | 177.2 | 207.6 |
Segment Contribution | $ 704.4 | $ 609.8 | $ 1,465.4 | $ 1,206.3 |
Contribution margin | 43.20% | 41.40% | 44.90% | 41.50% |
Operating Segments [Member] | Anda Distribution Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 462.4 | $ 427 | $ 924 | $ 817.2 |
Operating expenses: | ||||
Cost of sales | 404.5 | 374.5 | 808.5 | 705.7 |
Selling and marketing | 31.3 | 27.1 | 62.7 | 54.1 |
General and administrative | 8.9 | 8.8 | 18 | 16.6 |
Segment Contribution | $ 17.7 | $ 16.6 | $ 34.8 | $ 40.8 |
Contribution margin | 3.80% | 3.90% | 3.80% | 5.00% |
Reportable Segments - Reconcili
Reportable Segments - Reconciliation of Net Revenues for Operating Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 5,730.9 | 2,635.3 | 9,933 | 5,178.4 |
Corporate Non Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 24.1 | $ 31.9 | $ 56.2 | $ 143.9 |
Reportable Segments - Schedul69
Reportable Segments - Schedule of Net Revenues by Geographic Region (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 4,462 | 1,989 | 7,993.9 | 3,944.3 |
International [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 1,293 | $ 678.2 | $ 1,995.3 | $ 1,378 |
Reportable Segments - Presents
Reportable Segments - Presents of Global Net Revenues by Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
Branded Products [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 3,712 | 636.9 | 5,758.6 | 1,278.7 |
Generic Products [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1,580.6 | 1,603.3 | 3,306.6 | 3,226.4 |
Anda Distribution [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 462.4 | 427 | 924 | 817.2 |
Botox [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 631.5 | 750.8 | ||
Restasis [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 325 | 354.9 | ||
Namenda IR [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 232.6 | 478 | ||
Namenda XR [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 204.7 | 355.3 | ||
Fillers [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 195.9 | 220.5 | ||
Lumigan And Ganfort [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 176.5 | 197.7 | ||
Bystolic [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 157.1 | 321.2 | ||
Asacol/Delzicol [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 149.3 | 148.9 | 298.5 | 301.7 |
Lumigan And Ganfort [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 135.5 | 151.5 | ||
Linzess/Constella [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 112.1 | 208.3 | ||
Viibyrd/Fetzima [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 80.7 | 160.3 | ||
Lo Loestrin [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 79.2 | 68 | 162.5 | 130.4 |
Breast Implants [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 71.8 | 81.4 | ||
Estrace Cream [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 70.1 | 57.9 | 142 | 111.2 |
Aczone [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 60.3 | 66.3 | ||
Minastrin 24 [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 56.1 | 56.5 | 121.5 | 104.4 |
Other Branded Products [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | $ 973.6 | $ 305.6 | $ 1,687.9 | $ 631 |
Reportable Segments - Schedul71
Reportable Segments - Schedule of Revenue, by Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 4,462 | 1,989 | 7,993.9 | 3,944.3 |
US Brands [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,435.7 | 564.6 | 4,234.1 | 1,139.4 |
US Brands [Member] | Central Nervous System (CNS) [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 802.9 | 1,375.2 | ||
US Brands [Member] | Eye Care [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 578.6 | 673.3 | ||
US Brands [Member] | Gastroenterology [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 373.2 | 136.4 | 739.8 | 266 |
US Brands [Member] | Women's Health [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 230 | 230.8 | 494.3 | 443.3 |
US Brands [Member] | Cardiovascular [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 157.1 | 320.8 | ||
US Brands [Member] | Infectious Disease [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 44.1 | 86 | ||
US Brands [Member] | Urology [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 63.3 | 25.3 | 100.7 | 56.5 |
US Brands [Member] | Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 186.5 | 172.1 | 444 | 373.6 |
US Medical Aesthetics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 486.8 | 566.6 | ||
US Medical Aesthetics [Member] | Facial Anesthetics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 263.7 | 300.9 | ||
US Medical Aesthetics [Member] | Medical Dermatology [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 169 | 193.7 | ||
US Medical Aesthetics [Member] | Plastic Surgery [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 54.1 | 72 | ||
International Brands [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 717 | 169.1 | 947.5 | 313.5 |
International Brands [Member] | Eye Care [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 269.4 | 306.3 | ||
International Brands [Member] | Facial Anesthetics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 172.1 | 190.5 | ||
International Brands [Member] | Plastic Surgery [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 36.1 | 42.6 | ||
International Brands [Member] | Other Therapeutics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 167.8 | 49.6 | 250.5 | 113.8 |
International Brands [Member] | Generics and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 71.6 | 119.5 | 157.6 | 199.7 |
Global Generics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,629 | 1,474.6 | 3,260.8 | 2,908.3 |
Global Generics [Member] | United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,077.1 | 997.4 | 2,269.2 | 1,987.8 |
Global Generics [Member] | UK & Ireland [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 190.5 | 115.3 | 325.1 | 214.7 |
Global Generics [Member] | Other Markets [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 361.4 | $ 361.9 | $ 666.5 | $ 705.8 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 687.4 | $ 625.3 |
Work-in-process | 299.1 | 205.3 |
Finished goods | 1,992.5 | 1,421.6 |
Inventories, gross | 2,979 | 2,252.2 |
Less: inventory reserves | 193 | 176.7 |
Total Inventories | $ 2,786 | $ 2,075.5 |
Inventories - Schedule of Amoun
Inventories - Schedule of Amounts Related to Fair Value Step-up of Acquired Inventory (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Inventory [Line Items] | ||
Inventory, finished goods | $ 530.4 | $ 303.5 |
Auden Mckenzie [Member] | ||
Inventory [Line Items] | ||
Inventory, finished goods | 42.3 | |
Allergan, Inc. [Member] | ||
Inventory [Line Items] | ||
Inventory, finished goods | 419.5 | |
Forest Laboratories Inc. [Member] | ||
Inventory [Line Items] | ||
Inventory, finished goods | 58.2 | 285.3 |
Durata Acquisition [Member] | ||
Inventory [Line Items] | ||
Inventory, finished goods | $ 10.4 | 16.3 |
Warner Chilcott Acquisition [Member] | ||
Inventory [Line Items] | ||
Inventory, finished goods | $ 1.9 |
Investments and Other Assets -
Investments and Other Assets - Marketable Securities, Other Investments and Other Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Marketable securities: | ||
Total marketable securities | $ 8.5 | $ 1 |
Investments and other assets: | ||
Deferred loan costs | 177.7 | 58.9 |
Legacy Allergan Deferred executive compensation investments | 120.4 | |
Cost method and other long-term investments | 107.8 | 54.8 |
Equity method investments | 28.9 | 9.8 |
Taxes receivable | 26 | 57.7 |
Other assets | 69.5 | 54.2 |
Total investments and other assets | 530.3 | 235.4 |
U.S. Treasury and Agency Securities - Maturing Within One Year [Member] | ||
Marketable securities: | ||
U.S. Treasury and agency securities | $ 8.5 | $ 1 |
Accounts Payable and Accrued 75
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Accrued expenses: | ||
Accrued third-party rebates | $ 1,661.5 | $ 1,200.8 |
Accrued payroll and related benefits | 460.8 | 387.2 |
Litigation-related reserves and legal fees | 400.7 | 415.3 |
Interest payable | 314.8 | 82.7 |
Royalties payables | 249.4 | 212.4 |
Accrued pharmaceutical fees | 245.8 | 132.7 |
Current portion of contingent consideration obligations | 235.8 | 237.8 |
Accrued non-provision taxes | 205.8 | 19.4 |
Accrued indirect returns | 186 | 122.6 |
Accrued severance, retention and other shutdown costs | 169 | 125.1 |
Accrued R&D expenditures | 145.1 | 179.4 |
Accrued selling and marketing expenditures | 113.9 | 24.2 |
Accrued co-promotion liabilities | 86.3 | 7.5 |
Manufacturing related | 33.3 | 11.2 |
Accrued professional fees | 25.6 | 44.1 |
Dividends payable | 24 | |
Accrued warranties | 8.5 | |
Other accrued expenses | 407.6 | 323.6 |
Total accrued expenses | 4,973.9 | 3,526 |
Accounts payables | 971.1 | 644.6 |
Total accounts payable and accrued expenses | $ 5,945 | $ 4,170.6 |
Goodwill, Product Rights and 76
Goodwill, Product Rights and Other Intangible Assets - Schedule of Goodwill (Detail) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Goodwill [Line Items] | |
Balance at December 31, 2014 | $ 24,521.5 |
Additions through acquisitions | 26,594.7 |
Measurement period adjustments and other | 22.5 |
Impairments | (2.5) |
Foreign exchange and other adjustments | 460.1 |
Balance at June 30, 2015 | 51,596.3 |
US Brands [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2014 | 20,571.7 |
Additions through acquisitions | 14,171.9 |
Measurement period adjustments and other | 22.5 |
Foreign exchange and other adjustments | 9.6 |
Balance at June 30, 2015 | 34,775.7 |
US Medical Aesthetics [Member] | |
Goodwill [Line Items] | |
Additions through acquisitions | 3,679.8 |
Balance at June 30, 2015 | 3,679.8 |
International Brands [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2014 | 369.4 |
Additions through acquisitions | 6,372.5 |
Foreign exchange and other adjustments | 366.6 |
Balance at June 30, 2015 | 7,108.5 |
Global Generics [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2014 | 3,494.1 |
Additions through acquisitions | 2,370.5 |
Impairments | (2.5) |
Foreign exchange and other adjustments | 83.9 |
Balance at June 30, 2015 | 5,946 |
Anda Distribution Segment | |
Goodwill [Line Items] | |
Balance at December 31, 2014 | 86.3 |
Balance at June 30, 2015 | $ 86.3 |
Goodwill, Product Rights and 77
Goodwill, Product Rights and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 17, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||||||
Gross balance of goodwill | $ 52,263.6 | $ 52,263.6 | $ 25,186.3 | |||
Goodwill | 26,594.7 | |||||
Acquisition of intangible assets | 10,910 | 10,910 | ||||
Current assets held for sale | 38 | 38 | 949.2 | |||
In-process research and development impairments | 197.6 | $ 16.3 | 197.6 | $ 16.3 | ||
Divestiture of business | 38.8 | |||||
Respiratory Therapeutic Area [Member] | ||||||
Goodwill [Line Items] | ||||||
Current assets held for sale | $ 734 | |||||
Divestiture of business | 38.8 | |||||
Australian Generics Business | ||||||
Goodwill [Line Items] | ||||||
Current assets held for sale | 15.4 | 15.4 | ||||
Doryx Litigation Indirect Purchasers [Member] | ||||||
Goodwill [Line Items] | ||||||
Intangible assets reduction arising from divestiture of businesses | 46.6 | |||||
Product Rights and Other Related Intangibles [Member] | ||||||
Goodwill [Line Items] | ||||||
Acquisition of intangible assets | 342.4 | 342.4 | ||||
IPR&D [Member] | ||||||
Goodwill [Line Items] | ||||||
Acquisition of intangible assets | 38.6 | 38.6 | ||||
In-process research and development impairments | 197.6 | |||||
Allergan, Inc. [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 26,471.4 | |||||
Acquisition of intangible assets | $ 55,940.5 | |||||
Impairment of intangible assets | 36.1 | |||||
Allergan, Inc. [Member] | IPR&D [Member] | ||||||
Goodwill [Line Items] | ||||||
Acquisition of intangible assets | 10,910 | 10,910 | ||||
Auden Mckenzie [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 123.3 | |||||
Acquisition of intangible assets | $ 381 | 381 | ||||
Forest Laboratories Inc. and Durata Acquisition [Member] | ||||||
Goodwill [Line Items] | ||||||
Increase (decrease) in goodwill | $ 22.5 |
Goodwill, Product Rights and 78
Goodwill, Product Rights and Other Intangible Assets - Schedule of Cost Basis on Product Rights and Other Intangible Assets (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with indefinite lives, Impairments | $ (197,600,000) | $ (16,300,000) | $ (197,600,000) | $ (16,300,000) |
Intangible assets, gross, Amortization | (1,673,500,000) | $ (422,900,000) | (2,598,900,000) | $ (847,100,000) |
Intangible assets net, beginning balance | 19,188,400,000 | |||
Intangible assets net, ending balance | 72,825,000,000 | 72,825,000,000 | ||
Trade Name [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with indefinite lives, Impairments | 0 | |||
IPR&D [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with indefinite lives, Impairments | (197,600,000) | |||
Cost Basis [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with definite lives, Beginning balance | 20,446,100,000 | |||
Intangibles with definite lives, Acquisitions | 45,381,100,000 | |||
Intangibles with definite lives, Held For Sale / Disposals/ Other | 560,100,000 | |||
Intangibles with definite lives, Foreign Currency Translation | 138,700,000 | |||
Intangibles with definite lives, Ending balance | 66,526,000,000 | 66,526,000,000 | ||
Intangibles with indefinite lives, Beginning balance | 4,376,700,000 | |||
Intangibles with indefinite lives, Acquisitions | 10,968,800,000 | |||
Intangibles with indefinite lives, Impairments | (197,600,000) | |||
Intangibles with indefinite lives, Held For Sale / Disposals/ Other | (1,107,100,000) | |||
Intangibles with indefinite lives, Foreign Currency Translation | (9,200,000) | |||
Intangibles with indefinite lives, Ending balance | 14,031,600,000 | 14,031,600,000 | ||
Intangible assets, gross, Beginning balance | 24,822,800,000 | |||
Intangible assets, gross, Acquisitions | 56,349,900,000 | |||
Intangible assets, gross, Impairments | (197,600,000) | |||
Intangibles assets, Held For Sale / Disposals/ Other | (547,000,000) | |||
Intangibles assets, gross, Foreign Currency Translation | 129,500,000 | |||
Intangible assets, gross, Ending balance | 80,557,600,000 | 80,557,600,000 | ||
Cost Basis [Member] | Product Rights and Other Related Intangibles [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with definite lives, Beginning balance | 20,034,900,000 | |||
Intangibles with definite lives, Acquisitions | 44,691,100,000 | |||
Intangibles with definite lives, Held For Sale / Disposals/ Other | 564,300,000 | |||
Intangibles with definite lives, Foreign Currency Translation | 169,700,000 | |||
Intangibles with definite lives, Ending balance | 65,460,000,000 | 65,460,000,000 | ||
Cost Basis [Member] | Trade Name [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with definite lives, Beginning balance | 411,200,000 | |||
Intangibles with definite lives, Acquisitions | 690,000,000 | |||
Intangibles with definite lives, Held For Sale / Disposals/ Other | (4,200,000) | |||
Intangibles with definite lives, Foreign Currency Translation | (31,000,000) | |||
Intangibles with definite lives, Ending balance | 1,066,000,000 | 1,066,000,000 | ||
Intangibles with indefinite lives, Beginning balance | 76,200,000 | |||
Intangibles with indefinite lives, Ending balance | 76,200,000 | 76,200,000 | ||
Cost Basis [Member] | IPR&D [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with indefinite lives, Beginning balance | 4,300,500,000 | |||
Intangibles with indefinite lives, Acquisitions | 10,968,800,000 | |||
Intangibles with indefinite lives, Impairments | (197,600,000) | |||
Intangibles with indefinite lives, Held For Sale / Disposals/ Other | (1,107,100,000) | |||
Intangibles with indefinite lives, Foreign Currency Translation | (9,200,000) | |||
Intangibles with indefinite lives, Ending balance | 13,955,400,000 | 13,955,400,000 | ||
Accumulated Amortization [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with definite lives, Impairments | (36,100,000) | |||
Intangibles with definite lives, Foreign Currency Translation | 86,000,000 | |||
Intangible assets, gross, Impairments | (36,100,000) | |||
Intangibles assets, gross, Foreign Currency Translation | 86,000,000 | |||
Intangible assets, Accumulated Amortization, Beginning balance | (5,634,400,000) | |||
Intangible assets, gross, Amortization | (2,598,900,000) | |||
Intangibles with definite lives, Disposals/Other | 450,800,000 | |||
Intangible assets, Accumulated Amortization, Ending balance | (7,732,600,000) | (7,732,600,000) | ||
Intangible assets gross, Disposals/Other | 450,800,000 | |||
Intangible assets net, beginning balance | 19,188,400,000 | |||
Intangible assets net, ending balance | 72,825,000,000 | 72,825,000,000 | ||
Accumulated Amortization [Member] | Product Rights and Other Related Intangibles [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with definite lives, Impairments | (33,400,000) | |||
Intangibles with definite lives, Foreign Currency Translation | 82,500,000 | |||
Intangible assets, Accumulated Amortization, Beginning balance | (5,595,900,000) | |||
Intangible assets, gross, Amortization | (2,568,700,000) | |||
Intangibles with definite lives, Disposals/Other | 446,600,000 | |||
Intangible assets, Accumulated Amortization, Ending balance | (7,668,900,000) | (7,668,900,000) | ||
Accumulated Amortization [Member] | Trade Name [Member] | ||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Intangibles with definite lives, Impairments | (2,700,000) | |||
Intangibles with definite lives, Foreign Currency Translation | 3,500,000 | |||
Intangible assets, Accumulated Amortization, Beginning balance | (38,500,000) | |||
Intangible assets, gross, Amortization | (30,200,000) | |||
Intangibles with definite lives, Disposals/Other | 4,200,000 | |||
Intangible assets, Accumulated Amortization, Ending balance | $ (63,700,000) | $ (63,700,000) |
Goodwill, Product Rights and 79
Goodwill, Product Rights and Other Intangible Assets - Schedule of Annual Amortization Expense on Product Rights and Other Related Intangibles (Detail) - Product Rights and Other Related Intangibles [Member] $ in Millions | Jun. 30, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2015 remaining | $ 3,339 |
2,016 | 6,535.6 |
2,017 | 6,447.1 |
2,018 | 5,887.9 |
2,019 | 5,740.4 |
2,020 | $ 5,366.2 |
Long-Term Debt and Capital Le80
Long-Term Debt and Capital Leases - Schedule of Long-Term Debt and Capital Leases (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | $ 34,050 | $ 11,000 |
Unamortized premium | 266.4 | 239.9 |
Unamortized discount | (113.2) | (52.1) |
Total Senior Notes Net | 34,203.2 | 11,187.8 |
Senior Notes, Fair Market Value | 33,729.3 | 11,236.7 |
Total Term Loan Indebtedness | 8,566.8 | 4,084.2 |
Revolver Borrowings | 255 | |
Total Other Borrowings | 88.4 | 255 |
Total Indebtedness | 42,870.3 | 15,543.7 |
Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 11.9 | 16.7 |
Floating Rate Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,500 | |
Senior Notes, Fair Market Value | 1,505.6 | |
Floating Rate Notes [Member] | Notes Due September 1, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | |
Senior Notes, Fair Market Value | 500.2 | |
Floating Rate Notes [Member] | Notes Due March 12, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | |
Senior Notes, Fair Market Value | 500.7 | |
Floating Rate Notes [Member] | Notes Due March 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | |
Senior Notes, Fair Market Value | 504.7 | |
Fixed Rate Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 32,550 | 11,000 |
Senior Notes, Fair Market Value | 32,223.7 | 11,236.7 |
Fixed Rate Notes [Member] | 5.750% Notes Due April 1, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 800 | |
Senior Notes, Fair Market Value | 825.8 | |
Fixed Rate Notes [Member] | 1.850% Notes Due March 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,000 | |
Senior Notes, Fair Market Value | 1,004.2 | |
Fixed Rate Notes [Member] | 1.300% Notes Due June 15, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | 500 |
Senior Notes, Fair Market Value | 495.2 | 489 |
Fixed Rate Notes [Member] | 1.875% Notes Due October 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,200 | 1,200 |
Senior Notes, Fair Market Value | 1,185 | 1,187.3 |
Fixed Rate Notes [Member] | 2.350% Notes Due March 12, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 3,000 | |
Senior Notes, Fair Market Value | 3,021 | |
Fixed Rate Notes [Member] | 1.350% Notes Due March 15, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 250 | |
Senior Notes, Fair Market Value | 244.6 | |
Fixed Rate Notes [Member] | 4.375% Notes Due February 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,050 | 1,050 |
Senior Notes, Fair Market Value | 1,107.2 | 1,111.4 |
Fixed Rate Notes [Member] | 2.450% Notes Due June 15, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | 500 |
Senior Notes, Fair Market Value | 494.8 | 498.2 |
Fixed Rate Notes [Member] | 6.125% Senior Notes Due August 15, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 400 | 400 |
Senior Notes, Fair Market Value | 447 | 457.9 |
Fixed Rate Notes [Member] | 3.000% notes due March 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 3,500 | |
Senior Notes, Fair Market Value | 3,504.9 | |
Fixed Rate Notes [Member] | 3.375% Notes Due September 15, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 650 | |
Senior Notes, Fair Market Value | 656.1 | |
Fixed Rate Notes [Member] | 4.875% Notes Due February 15, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 750 | 750 |
Senior Notes, Fair Market Value | 803.9 | 808.9 |
Fixed Rate Notes [Member] | 5.000% Notes Due December 15, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,200 | 1,200 |
Senior Notes, Fair Market Value | 1,292.3 | 1,301 |
Fixed Rate Notes [Member] | 3.450% notes due March 15, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 3,000 | |
Senior Notes, Fair Market Value | 2,968.2 | |
Fixed Rate Notes [Member] | 3.250% Notes Due October 1, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,700 | 1,700 |
Senior Notes, Fair Market Value | 1,643.9 | 1,647.5 |
Fixed Rate Notes [Member] | 2.800% Notes Due March 15, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 350 | |
Senior Notes, Fair Market Value | 323.4 | |
Fixed Rate Notes [Member] | 3.850% Notes Due June 15, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,200 | 1,200 |
Senior Notes, Fair Market Value | 1,184.5 | 1,215.5 |
Fixed Rate Notes [Member] | 3.800% notes due March 15, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 4,000 | |
Senior Notes, Fair Market Value | 3,912.8 | |
Fixed Rate Notes [Member] | 4.550% notes due March 15, 2035 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 2,500 | |
Senior Notes, Fair Market Value | 2,371.5 | |
Fixed Rate Notes [Member] | 4.625% Notes Due October 1, 2042 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,000 | 1,000 |
Senior Notes, Fair Market Value | 928.8 | 980.1 |
Fixed Rate Notes [Member] | 4.850% Notes Due June 15, 2044 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,500 | 1,500 |
Senior Notes, Fair Market Value | 1,438.8 | 1,539.9 |
Fixed Rate Notes [Member] | 4.750% notes due March 15, 2045 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 2,500 | |
Senior Notes, Fair Market Value | 2,369.8 | |
Variable Rate Debt [Member] | WC Three Year Tranche Maturing October 1, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 191.5 | 506.9 |
Variable Rate Debt [Member] | WC Five Year Trance Maturing October 1, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 531 | 744.7 |
Variable Rate Debt [Member] | WC Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 722.5 | 1,251.6 |
Variable Rate Debt [Member] | Act Term Loan Agreement Maturing October 31, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 613 | 932.6 |
Variable Rate Debt [Member] | Act Term Loan Amendment Maturing July 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 1,800 | 1,900 |
Variable Rate Debt [Member] | ACT Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 2,413 | $ 2,832.6 |
Variable Rate Debt [Member] | Agn Tranche Three Maturing March 17, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 2,750 | |
Variable Rate Debt [Member] | Agn Tranche Five Maturing March 17, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 2,681.3 | |
Variable Rate Debt [Member] | AGN Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | $ 5,431.3 |
Long-Term Debt and Capital Le81
Long-Term Debt and Capital Leases - Floating and Fixed Rate Notes - Additional Information (Detail) - USD ($) $ in Millions | Mar. 17, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Senior notes, gross | $ 34,050 | $ 11,000 | |
Senior Notes, Fair Market Value | $ 33,729.3 | $ 11,236.7 | |
Floating Rate Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument variable rate basis | Three-month LIBOR | ||
Debt instrument, periodic Interest payment description | Interest on the 2016 Floating Rate Notes is payable quarterly on March 1, June 1, September 1 and December 1 of each year, and began on June 1, 2015. Interest on the 2018 Floating Rate Notes and the 2020 Floating Rate Notes is payable quarterly on March 12, June 12, September 12 and December 12 of each year, and began on June 12, 2015. | ||
Senior notes, gross | $ 1,500 | ||
Senior Notes, Fair Market Value | $ 1,505.6 | ||
Floating Rate Notes [Member] | Notes Due September 1, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of margin | 0.875% | ||
Senior notes, maturity date | Sep. 1, 2016 | Sep. 1, 2016 | |
Senior notes, gross | $ 500 | ||
Senior Notes, Fair Market Value | $ 500.2 | ||
Floating Rate Notes [Member] | Notes Due March 12, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of margin | 1.08% | ||
Senior notes, maturity date | Mar. 12, 2018 | Mar. 12, 2018 | |
Senior notes, gross | $ 500 | ||
Senior Notes, Fair Market Value | $ 500.7 | ||
Floating Rate Notes [Member] | Notes Due March 12, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of margin | 1.255% | ||
Senior notes, maturity date | Mar. 12, 2020 | Mar. 12, 2020 | |
Senior notes, gross | $ 500 | ||
Senior Notes, Fair Market Value | 504.7 | ||
Fixed Rate Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, gross | 32,550 | $ 11,000 | |
Senior Notes, Fair Market Value | $ 32,223.7 | $ 11,236.7 | |
Fixed Rate Notes [Member] | Allergan Acquisition [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes, Fair Market Value | $ 2,087.5 | ||
Amortization premium debt amount | $ 37.5 | ||
Fixed Rate Notes [Member] | 1.850% Notes Due March 1, 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 1.85% | 1.85% | |
Senior notes, maturity date | Mar. 1, 2017 | Mar. 1, 2017 | |
Senior notes, gross | $ 1,000 | ||
Senior Notes, Fair Market Value | $ 1,004.2 | ||
Fixed Rate Notes [Member] | 2.350% Notes Due March 12, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 2.35% | 2.35% | |
Senior notes, maturity date | Mar. 12, 2018 | Mar. 12, 2018 | |
Senior notes, gross | $ 3,000 | ||
Senior Notes, Fair Market Value | $ 3,021 | ||
Fixed Rate Notes [Member] | 3.000% notes due March 12, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 3.00% | 3.00% | |
Senior notes, maturity date | Mar. 12, 2020 | Mar. 12, 2020 | |
Senior notes, gross | $ 3,500 | ||
Senior Notes, Fair Market Value | $ 3,504.9 | ||
Fixed Rate Notes [Member] | 3.450% notes due March 15, 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 3.45% | 3.45% | |
Senior notes, maturity date | Mar. 15, 2022 | Mar. 15, 2022 | |
Senior notes, gross | $ 3,000 | ||
Senior Notes, Fair Market Value | $ 2,968.2 | ||
Fixed Rate Notes [Member] | 3.800% notes due March 15, 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 3.80% | 3.80% | |
Senior notes, maturity date | Mar. 15, 2025 | Mar. 15, 2025 | |
Senior notes, gross | $ 4,000 | ||
Senior Notes, Fair Market Value | $ 3,912.8 | ||
Fixed Rate Notes [Member] | 4.550% notes due March 15, 2035 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 4.55% | 4.55% | |
Senior notes, maturity date | Mar. 15, 2035 | Mar. 15, 2035 | |
Senior notes, gross | $ 2,500 | ||
Senior Notes, Fair Market Value | $ 2,371.5 | ||
Fixed Rate Notes [Member] | 4.750% notes due March 15, 2045 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 4.75% | 4.75% | |
Senior notes, maturity date | Mar. 15, 2045 | Mar. 15, 2045 | |
Senior notes, gross | $ 2,500 | ||
Senior Notes, Fair Market Value | $ 2,369.8 | ||
Fixed Rate Notes [Member] | 2.800% Notes Due March 15, 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 2.80% | 2.80% | |
Senior notes, maturity date | Mar. 15, 2023 | Mar. 15, 2023 | |
Senior notes, gross | $ 350 | ||
Senior Notes, Fair Market Value | $ 323.4 | ||
Fixed Rate Notes [Member] | 2.800% Notes Due March 15, 2023 [Member] | Allergan Acquisition [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, periodic Interest payment description | semi-annually | ||
Senior notes, interest rate | 2.80% | ||
Senior notes, maturity date | Mar. 15, 2023 | ||
Senior notes, gross | $ 350 | ||
Fixed Rate Notes [Member] | 3.375% Notes Due September 15, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 3.375% | 3.375% | |
Senior notes, maturity date | Sep. 15, 2020 | Sep. 15, 2020 | |
Senior notes, gross | $ 650 | ||
Senior Notes, Fair Market Value | $ 656.1 | ||
Fixed Rate Notes [Member] | 3.375% Notes Due September 15, 2020 [Member] | Allergan Acquisition [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, periodic Interest payment description | semi-annually | ||
Senior notes, interest rate | 3.375% | ||
Senior notes, maturity date | Sep. 15, 2020 | ||
Senior notes, gross | $ 650 | ||
Fixed Rate Notes [Member] | 1.350% Notes Due March 15, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 1.35% | 1.35% | |
Senior notes, maturity date | Mar. 15, 2018 | Mar. 15, 2018 | |
Senior notes, gross | $ 250 | ||
Senior Notes, Fair Market Value | $ 244.6 | ||
Fixed Rate Notes [Member] | 1.350% Notes Due March 15, 2018 [Member] | Allergan Acquisition [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, periodic Interest payment description | semi-annually | ||
Senior notes, interest rate | 1.35% | ||
Senior notes, maturity date | Mar. 15, 2018 | ||
Senior notes, gross | $ 250 | ||
Fixed Rate Notes [Member] | 5.750% Notes Due April 1, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 5.75% | 5.75% | |
Senior notes, maturity date | Apr. 1, 2016 | Apr. 1, 2016 | |
Senior notes, gross | $ 800 | ||
Senior Notes, Fair Market Value | $ 825.8 | ||
Fixed Rate Notes [Member] | 5.750% Notes Due April 1, 2016 [Member] | Allergan Acquisition [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, periodic Interest payment description | semi-annually | ||
Senior notes, interest rate | 5.75% | ||
Senior notes, maturity date | Apr. 1, 2016 | ||
Senior notes, gross | $ 800 |
Long-Term Debt and Capital Le82
Long-Term Debt and Capital Leases - WC Term Loan - Additional Information (Detail) - WC Term Loan Agreement [Member] - USD ($) | Oct. 01, 2013 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,000,000,000 | |
Cash on hand | 41,000,000 | |
Three Year Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,000,000,000 | |
Debt instrument, maturity date | Oct. 1, 2016 | |
Three Year Tranche [Member] | Minimum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 0.00% | |
Three Year Tranche [Member] | Minimum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.00% | |
Three Year Tranche [Member] | Maximum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 0.75% | |
Three Year Tranche [Member] | Maximum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.75% | |
Five Year Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 1,000,000,000 | |
Debt instrument, maturity date | Oct. 1, 2018 | |
Five Year Tranche [Member] | Minimum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 0.125% | |
Five Year Tranche [Member] | Minimum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.125% | |
Five Year Tranche [Member] | Maximum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 0.875% | |
Five Year Tranche [Member] | Maximum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.875% |
Long-Term Debt and Capital Le83
Long-Term Debt and Capital Leases - ACT Term Loan - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2015 | Dec. 31, 2014 | Jul. 01, 2014 | Oct. 01, 2013 | Jun. 22, 2012 | |
Debt Instrument [Line Items] | |||||
Aggregate principal amount outstanding | $ 255,000,000 | ||||
ACT Term Loan Agreement (2017 Term-Loan) [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan agreement effective date | Mar. 31, 2014 | ||||
Maximum borrowing capacity | $ 1,800,000,000 | ||||
Aggregate principal amount outstanding | $ 1,572,500,000 | ||||
Debt instrument, maturity date | Oct. 31, 2017 | ||||
ACT Term Loan Agreement (2017 Term-Loan) [Member] | Minimum [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 0.00% | ||||
ACT Term Loan Agreement (2017 Term-Loan) [Member] | Minimum [Member] | Eurodollar Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 1.00% | ||||
ACT Term Loan Agreement (2017 Term-Loan) [Member] | Maximum [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 1.00% | ||||
ACT Term Loan Agreement (2017 Term-Loan) [Member] | Maximum [Member] | Eurodollar Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 2.00% | ||||
ACT Term Loan Amendment (2019 Term-Loan) [Member] | Minimum [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 0.125% | ||||
ACT Term Loan Amendment (2019 Term-Loan) [Member] | Minimum [Member] | Eurodollar Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 1.125% | ||||
ACT Term Loan Amendment (2019 Term-Loan) [Member] | Maximum [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 0.875% | ||||
ACT Term Loan Amendment (2019 Term-Loan) [Member] | Maximum [Member] | Eurodollar Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 1.875% | ||||
ACT Term Loan Amendment (2019 Term-Loan) [Member] | Forest Laboratories Inc. [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 2,000,000,000 | ||||
Debt instrument, maturity date | Jul. 1, 2019 |
Long-Term Debt and Capital Le84
Long-Term Debt and Capital Leases - AGN Term Loan - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 17, 2014 | |
Debt Instrument [Line Items] | ||
Quarterly payable principal percentage | 2.50% | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate indebtedness | $ 350,000,000 | |
AGN Three Year Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,750,000,000 | |
Debt instrument, maturity term | 3 years | |
Debt instrument, maturity date | Mar. 17, 2018 | |
AGN Three Year Tranche [Member] | Minimum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 0.00% | |
AGN Three Year Tranche [Member] | Minimum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.00% | |
AGN Three Year Tranche [Member] | Maximum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.00% | |
AGN Three Year Tranche [Member] | Maximum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 2.00% | |
AGN Five Year Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,750,000,000 | |
Debt instrument, maturity term | 5 years | |
Debt instrument, maturity date | Mar. 17, 2020 | |
Quarterly payable principal percentage | 2.50% | |
AGN Five Year Tranche [Member] | Minimum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 0.125% | |
AGN Five Year Tranche [Member] | Minimum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.125% | |
AGN Five Year Tranche [Member] | Maximum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.25% | |
AGN Five Year Tranche [Member] | Maximum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 2.25% | |
AGN Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility interest rate description | Borrowings under the AGN Term Loan bear interest at our choice of a per annum rate equal to either (a) a base rate plus an applicable margin per annum varying from (x) 0.00% per annum to 1.00% per annum under the AGN Three Year Tranche and (y) 0.125% per annum to 1.250%% per annum under the AGN Five Year Tranche, depending on the Debt Rating or (b) a Eurodollar rate, plus an applicable margin varying from (x) 1.00% per annum to 2.00% per annum under the AGN Three Year Tranche and (y) 1.125% per annum to 2.250% per annum under the AGN Five Year Tranche, depending on the Debt Rating. | |
Term loan credit agreement payment terms | The outstanding principal amount of loans under the AGN Three Year Tranche is not subject to quarterly amortization and shall be payable in full on the maturity date. The outstanding principal amount of loans under the AGN Five Year Tranche is payable in equal quarterly amounts of 2.50% per quarter prior to March 17, 2020, with the remaining balance payable on March 17, 2020. | |
AGN Term Loan [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate indebtedness | $ 350,000,000 |
Long-Term Debt and Capital Le85
Long-Term Debt and Capital Leases - Bridge Loan Facility - Additional Information (Detail) - USD ($) | Dec. 17, 2014 | Jun. 30, 2015 |
Bridge Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Bridge Loan Facility, repayment date | Apr. 9, 2015 | |
Bridge Loan Facility [Member] | Allergan, Inc. [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,800,000,000 | |
Business acquisition, effective agreement date | Mar. 17, 2015 | |
Bridge Credit Agreement [Member] | Minimum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 0.00% | |
Bridge Credit Agreement [Member] | Minimum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 1.00% | |
Bridge Credit Agreement [Member] | Maximum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 2.50% | |
Bridge Credit Agreement [Member] | Maximum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Percentage of margin | 3.50% |
Long-Term Debt and Capital Le86
Long-Term Debt and Capital Leases - Revolving Credit Facility - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 17, 2014 | |
Debt Instrument [Line Items] | |||
Amount drawn under the Revolver Agreement | $ 255,000,000 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate indebtedness | $ 350,000,000 | ||
Unsecured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,000,000,000 | ||
Revolver Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Dec. 17, 2019 | ||
Line of credit facility interest rate description | The Revolver Agreement provides that loans thereunder will bear interest, at our 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 0.875% per annum to 2.00% per annum depending on the Debt Rating. | ||
Revolver Agreement [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee to maintain availability of funds | 0.075% | ||
Revolver Agreement [Member] | Minimum [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of margin | 0.00% | ||
Revolver Agreement [Member] | Minimum [Member] | Eurodollar Rate [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of margin | 0.875% | ||
Revolver Agreement [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee to maintain availability of funds | 0.25% | ||
Revolver Agreement [Member] | Maximum [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of margin | 1.00% | ||
Revolver Agreement [Member] | Maximum [Member] | Eurodollar Rate [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of margin | 2.00% | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Amount drawn under the Revolver Agreement | $ 0 | ||
Letter of credit outstanding | 29,200,000 | ||
Net availability under the Revolver Agreement | $ 970,800,000 |
Long-Term Debt and Capital Le87
Long-Term Debt and Capital Leases - Schedule of Annual Debt Maturities (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2015 remaining | $ 310.5 | |
2,016 | 2,178.5 | |
2,017 | 3,999.8 | |
2,018 | 7,095.1 | |
2,019 | 3,325 | |
2,020 | 6,093.8 | |
2021 and after | 19,614.1 | |
Long Term Debt, Gross | 42,616.8 | |
Capital leases | 11.9 | |
Other short-term borrowings | 88.4 | |
Unamortized premium | 266.4 | $ 239.9 |
Unamortized discount | (113.2) | (52.1) |
Total Indebtedness | $ 42,870.3 | $ 15,543.7 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Summary of Other Long-Term Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Acquisition related contingent consideration liabilities | $ 461.5 | $ 159 |
Long-term pension and post retirement liability | 406.3 | 103.1 |
Legacy Allergan deferred executive compensation | 120.7 | |
Long-term severance and restructuring liabilities | 49.2 | 4.3 |
Product warranties | 30.3 | |
Long-term contractual obligations | 28 | 29.7 |
Litigation-related reserves | 4.9 | |
Other long-term liabilities | 71.5 | 34.8 |
Total other long-term liabilities | $ 1,167.5 | $ 335.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Company's effective tax rate | 39.10% | 37.70% |
Accrued income taxes, including withholding taxes | $ 1,221.5 | |
Accrued of uncertain tax positions | $ 69.9 |
Income Taxes - Summary of Acqui
Income Taxes - Summary of Acquired U.S. Entities and Taxable Years that are Currently under Audit by IRS (Detail) - U.S. Federal Income Tax Authority [Member] | 6 Months Ended |
Jun. 30, 2015 | |
Actavis Inc. [Member] | Tax Year 2009 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,009 |
Actavis Inc. [Member] | Tax Year 2010 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,010 |
Actavis Inc. [Member] | Tax Year 2011 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,011 |
Actavis Inc. [Member] | Tax Year 2012 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,012 |
Warner Chilcott Corporation [Member] | Tax Year 2010 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,010 |
Warner Chilcott Corporation [Member] | Tax Year 2011 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,011 |
Warner Chilcott Corporation [Member] | Tax Year 2012 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,012 |
Forest Laboratories Inc. [Member] | Tax Year 2007 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,007 |
Forest Laboratories Inc. [Member] | Tax Year 2008 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,008 |
Forest Laboratories Inc. [Member] | Tax Year 2009 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,009 |
Aptalis Holdings, Inc. [Member] | Tax Year 2013 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,013 |
Durata Therapeutics Inc | Tax Year 2012 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,012 |
Allergan, Inc. [Member] | Tax Year 2009 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,009 |
Allergan, Inc. [Member] | Tax Year 2010 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,010 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Changes in Shareholders' Equity (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Shareholders Equity [Line Items] | ||||||
Shareholders' equity, Beginning Balance | $ 28,331.1 | $ 28,331.1 | ||||
Additional paid-in-capital issued on March 17, 2015 for the Allergan Acquisition | 34,685.9 | |||||
Increase in additional paid in capital for share based compensation plans | 400.7 | |||||
Net (loss) / income attributable to ordinary shareholders | $ (312.7) | $ 48.7 | (847.9) | $ 145.2 | ||
Proceeds from stock plans | 108.2 | 8.1 | ||||
Proceeds from the issuance of shares | 4,929.7 | |||||
Excess tax benefit from employee stock plans | 36.3 | |||||
Repurchase of ordinary shares | (101) | |||||
Other comprehensive income | 772.9 | (317.9) | 6.6 | $ (6.8) | 455 | (0.2) |
Shareholders' equity, Ending Balance | 72,069.1 | 72,069.1 | ||||
Net (loss) | (243.1) | 48.7 | (755.1) | 145.2 | ||
Warner Chilcott Limited [Member] | ||||||
Shareholders Equity [Line Items] | ||||||
Other comprehensive income | 772.9 | 6.6 | 455 | (0.2) | ||
Member's equity, Beginning Balance | $ 28,072.6 | 28,072.6 | ||||
Contribution from Parent | 43,687.3 | |||||
Dividend to Parent | (68.8) | |||||
Net (loss) | (238.9) | $ 62.9 | (747.3) | $ 158.8 | ||
Member's equity, Ending Balance | $ 71,398.8 | 71,398.8 | ||||
Mandatory Convertible Preferred Stock [Member] | ||||||
Shareholders Equity [Line Items] | ||||||
Proceeds from the issuance of shares | 4,929.7 | |||||
Issuance Date March 2, 2015 [Member] | Ordinary Shares [Member] | ||||||
Shareholders Equity [Line Items] | ||||||
Proceeds from the issuance of shares | $ 4,071.1 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2015 | Mar. 02, 2015 | Feb. 24, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Shareholders Equity [Line Items] | |||||
Preferred shares, shares issued | 5,100,000 | 0 | |||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |||
Proceeds from the issuance of Mandatory Convertible Preferred Shares | $ 4,929.7 | ||||
Dividends on preferred shares | $ 68.7 | ||||
Ordinary shares, per share | $ 288 | ||||
Proceeds from issuance of ordinary shares | $ 4,071.1 | ||||
Ordinary Shares [Member] | |||||
Shareholders Equity [Line Items] | |||||
Ordinary shares, shares issued | 14,513,889 | ||||
Allergan, Inc. [Member] | |||||
Shareholders Equity [Line Items] | |||||
Proceeds from issuance of ordinary shares | $ 4,071.1 | ||||
Mandatory Convertible Preferred Stock [Member] | |||||
Shareholders Equity [Line Items] | |||||
Preferred shares, shares issued | 5,060,000 | ||||
Preferred shares, dividend rate percentage | 5.50% | ||||
Preferred shares, par value | $ 0.0001 | ||||
Preferred shares, liquidation preference per share | $ 1,000 | ||||
Preferred stock, dividend payment terms | The Company may pay declared dividends in cash, by delivery of our ordinary shares or by delivery of any combination of cash and our ordinary shares, as determined by us in our sole discretion, subject to certain limitations, on March 1, June 1, September 1 and December 1 of each year commencing June 1, 2015, to and including March 1, 2018. | ||||
Convertible Preferred Share, conversion date | Mar. 1, 2018 | ||||
Convertible Preferred Share, terms of conversion | The number of our ordinary shares issuable on conversion of the Mandatory Convertible Preferred Shares will be determined based on the volume weighted average price per ordinary share over the 20 consecutive trading day period beginning on and including the 22nd scheduled trading day immediately preceding March 1, 2018, the mandatory conversion date. | ||||
Mandatory Convertible Preferred Stock [Member] | Minimum [Member] | |||||
Shareholders Equity [Line Items] | |||||
Convertible Preferred Share issued upon conversion subject to anti-dilution adjustments | 2.8345 | ||||
Mandatory Convertible Preferred Stock [Member] | Maximum [Member] | |||||
Shareholders Equity [Line Items] | |||||
Convertible Preferred Share issued upon conversion subject to anti-dilution adjustments | 3.4722 | ||||
Mandatory Convertible Preferred Stock [Member] | Allergan, Inc. [Member] | |||||
Shareholders Equity [Line Items] | |||||
Proceeds from the issuance of Mandatory Convertible Preferred Shares | $ 4,929.7 |
Shareholders' Equity - Summar93
Shareholders' Equity - Summary of Movements in Accumulated Other Comprehensive Income/ (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | $ (783.3) | $ (465.4) | $ 83.7 | $ 90.5 | $ (465.4) | $ 90.5 |
Other comprehensive (loss) / income before reclassifications into general and administrative | 772.9 | (317.9) | 6.6 | (6.8) | ||
Total other comprehensive (loss) / income | 772.9 | (317.9) | 6.6 | (6.8) | 455 | (0.2) |
Ending balance | (10.4) | (783.3) | 90.3 | 83.7 | (10.4) | 90.3 |
Foreign Currency Translation Items [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (748.3) | (434.4) | 77.6 | 85.1 | (434.4) | 85.1 |
Other comprehensive (loss) / income before reclassifications into general and administrative | 765.3 | (313.9) | 6.6 | (7.5) | ||
Total other comprehensive (loss) / income | 765.3 | (313.9) | 6.6 | (7.5) | ||
Ending balance | 17 | (748.3) | 84.2 | 77.6 | 17 | 84.2 |
Unrealized Gains/(Losses) Net of Tax [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | (35) | (31) | 6.1 | 5.4 | (31) | 5.4 |
Other comprehensive (loss) / income before reclassifications into general and administrative | 7.6 | (4) | 0.7 | |||
Total other comprehensive (loss) / income | 7.6 | (4) | 0.7 | |||
Ending balance | $ (27.4) | $ (35) | $ 6.1 | $ 6.1 | $ (27.4) | $ 6.1 |
Derivative Instruments and He94
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Foreign Currency Forward Contracts [Member] | |||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||
Gains (losses) recognized on foreign currency forward contracts | $ (24.9) | $ 1.3 | $ (37.7) | $ (1.1) | |
Foreign Exchange Option Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||
Foreign currency derivative assets | 99.9 | 99.9 | $ 2.3 | ||
Foreign Exchange Option Contracts [Member] | Accounts Payable and Accrued Expenses [Member] | |||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||
Foreign currency derivative liabilities | $ 2.4 | $ 2.4 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Marketable securities | $ 8.5 | $ 1 |
Legacy Allergan Deferred executive compensation investments | 120.4 | |
Foreign currency derivatives | 99.9 | 2.3 |
Marketable equity securities | 33.6 | |
Total assets | 262.4 | 3.3 |
Total assets | 262.4 | 3.3 |
Liabilities: | ||
Foreign currency derivatives | 2.4 | |
Deferred executive compensation liabilities | 120.7 | |
Contingent consideration | 697.3 | 396.8 |
Total liabilities | 820.4 | 396.8 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | ||
ASSETS | ||
Marketable securities | 8.5 | 1 |
Legacy Allergan Deferred executive compensation investments | 97 | |
Marketable equity securities | 33.6 | |
Total assets | 139.1 | 1 |
Total assets | 139.1 | 1 |
Liabilities: | ||
Deferred executive compensation liabilities | 97.3 | |
Total liabilities | 97.3 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
ASSETS | ||
Legacy Allergan Deferred executive compensation investments | 23.4 | |
Foreign currency derivatives | 99.9 | 2.3 |
Total assets | 123.3 | 2.3 |
Total assets | 123.3 | 2.3 |
Liabilities: | ||
Foreign currency derivatives | 2.4 | |
Deferred executive compensation liabilities | 23.4 | |
Total liabilities | 25.8 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Contingent consideration | 697.3 | 396.8 |
Total liabilities | $ 697.3 | $ 396.8 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Notional Principal and Fair Value of Company's Outstanding Foreign Currency Derivative Financial Instruments (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Foreign Currency Forward Exchange Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Principal | $ 41,400,000 | $ 10,300,000 |
Fair Value | (2,400,000) | $ 2,300,000 |
Foreign Currency Sold - Put Options [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Notional Principal | 850,900,000 | |
Fair Value | $ 99,900,000 |
Fair Value Measurement - Change
Fair Value Measurement - Change in Fair Value of Contingent Consideration Obligations (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | $ (20.6) | $ (21) | $ 8.1 | $ (27.9) |
Cost Of Sales | ||||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | 4.4 | 7.2 | 32.4 | 7.5 |
Research And Development Expense | ||||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | (25.1) | $ (28.2) | (24.6) | $ (35.4) |
General And Administrative Expense | ||||
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | $ 0.1 | $ 0.3 |
Fair Value Measurement - Summ98
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) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 396.8 | |
Contingent obligations, ending balance | 697.3 | |
Contingent Consideration Obligations [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 396.8 | $ 207.8 |
Purchases and settlements, net | 293.6 | 70.5 |
Net accretion and fair value adjustments | 8.1 | (27.9) |
Foreign currency translation | (1.2) | (0.8) |
Contingent obligations, ending balance | $ 697.3 | $ 249.6 |
Fair Value Measurement - Sche99
Fair Value Measurement - Schedule of Contingent Consideration Obligations (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |
Beginning balance | $ 396.8 |
Acquisitions | 401 |
Fair Value Adjustments and Accretion | 8.1 |
Payments and Other | (108.6) |
Contingent obligations, ending balance | 697.3 |
Medicines 360 Acquisition [Member] | |
Business Acquisition [Line Items] | |
Beginning balance | 126.6 |
Fair Value Adjustments and Accretion | 54 |
Payments and Other | (75.1) |
Contingent obligations, ending balance | 105.5 |
Furiex Pharmaceuticals, Inc. [Member] | |
Business Acquisition [Line Items] | |
Beginning balance | 88.4 |
Fair Value Adjustments and Accretion | (29.1) |
Contingent obligations, ending balance | 59.3 |
Forest Laboratories Inc. [Member] | |
Business Acquisition [Line Items] | |
Beginning balance | 52.4 |
Fair Value Adjustments and Accretion | (29.1) |
Contingent obligations, ending balance | 23.3 |
Durata Therapeutics Inc | |
Business Acquisition [Line Items] | |
Beginning balance | 49 |
Fair Value Adjustments and Accretion | 6.4 |
Payments and Other | (30.9) |
Contingent obligations, ending balance | 24.5 |
Metrogel Acquisition [Member] | |
Business Acquisition [Line Items] | |
Beginning balance | 31.2 |
Fair Value Adjustments and Accretion | 0.8 |
Contingent obligations, ending balance | 32 |
May 2014 Acquisition [Member] | |
Business Acquisition [Line Items] | |
Beginning balance | 19.1 |
Fair Value Adjustments and Accretion | 0.8 |
Payments and Other | (1.5) |
Contingent obligations, ending balance | 18.4 |
Uteron Pharma, SA [Member] | |
Business Acquisition [Line Items] | |
Beginning balance | 10.4 |
Fair Value Adjustments and Accretion | 0.2 |
Contingent obligations, ending balance | 10.6 |
Allergan, Inc. [Member] | |
Business Acquisition [Line Items] | |
Acquisitions | 383.7 |
Fair Value Adjustments and Accretion | 3.9 |
Payments and Other | 0.4 |
Contingent obligations, ending balance | 388 |
Auden Mckenzie [Member] | |
Business Acquisition [Line Items] | |
Acquisitions | 17.3 |
Payments and Other | 0.5 |
Contingent obligations, ending balance | 17.8 |
Other Acquisition [Member] | |
Business Acquisition [Line Items] | |
Beginning balance | 19.7 |
Fair Value Adjustments and Accretion | 0.2 |
Payments and Other | (2) |
Contingent obligations, ending balance | $ 17.9 |
Business Restructuring Charg100
Business Restructuring Charges - Schedule of Activity Related to Business Restructuring and Facility Rationalization Activities (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Cost And Reserve [Line Items] | ||||
Reserve balance at December 31, 2014 | $ 129.4 | |||
Acquired liability | $ 57.1 | 57.1 | ||
Charged to expense | 133 | $ 32.8 | 717.7 | $ 57.6 |
Cash payments | (436.2) | |||
Other reserve impact | (249.8) | |||
Reserve balance at June 30, 2015 | 218.2 | 218.2 | ||
Severance and Retention [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reserve balance at December 31, 2014 | 129.4 | |||
Acquired liability | 27.9 | 27.9 | ||
Charged to expense | 308.7 | |||
Cash payments | (289.1) | |||
Other reserve impact | (3.4) | |||
Reserve balance at June 30, 2015 | 173.5 | 173.5 | ||
Share-Based Compensation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 370.8 | |||
Cash payments | (127.1) | |||
Other reserve impact | (243.7) | |||
Accelerated Depreciation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 1.7 | |||
Other reserve impact | (1.7) | |||
Other [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Acquired liability | 29.2 | 29.2 | ||
Charged to expense | 36.5 | |||
Cash payments | (20) | |||
Other reserve impact | (1) | |||
Reserve balance at June 30, 2015 | $ 44.7 | 44.7 | ||
Cost Of Sales | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 57.7 | |||
Cost Of Sales | Severance and Retention [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 29.9 | |||
Cost Of Sales | Share-Based Compensation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 11.1 | |||
Cost Of Sales | Accelerated Depreciation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 1.7 | |||
Cost Of Sales | Other [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 15 | |||
Research And Development Expense | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 154.1 | |||
Research And Development Expense | Severance and Retention [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 71.1 | |||
Research And Development Expense | Share-Based Compensation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 83 | |||
Selling And Marketing Expense | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 119.1 | |||
Selling And Marketing Expense | Severance and Retention [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 77.1 | |||
Selling And Marketing Expense | Share-Based Compensation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 42 | |||
General And Administrative Expense | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 386.8 | |||
General And Administrative Expense | Severance and Retention [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 130.6 | |||
General And Administrative Expense | Share-Based Compensation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 234.7 | |||
General And Administrative Expense | Other [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | $ 21.5 |
Business Restructuring Charg101
Business Restructuring Charges - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring And Related Activities [Abstract] | ||||
Restructuring charges recognized | $ 133 | $ 32.8 | $ 717.7 | $ 57.6 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Jun. 24, 2015 | Jun. 22, 2015Litigation | Jun. 08, 2015Litigation | May. 29, 2015Litigation | May. 01, 2015 | Apr. 29, 2015 | Feb. 24, 2015Litigation | Dec. 31, 2013Litigation | Nov. 08, 2013Litigation | Apr. 05, 2013LitigationCases | Jul. 31, 2012LitigationCases | May. 31, 2015Litigation | Mar. 31, 2014Litigation | Jun. 30, 2015USD ($)CasesClaimDefendantPlaintiff | Mar. 05, 2015Claim | Feb. 03, 2009Cases |
Loss Contingencies [Line Items] | ||||||||||||||||
Accrued loss contingencies | $ | $ 370,000 | |||||||||||||||
Number of putative class actions filed | 4 | |||||||||||||||
Approximate number of cases pending | Cases | 135 | |||||||||||||||
Settlement agreement date | June 25, 2015 | |||||||||||||||
Breath Limited [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Business acquisition date | Dec. 2, 2009 | |||||||||||||||
Warner Chilcott Limited [Member] | Minastrin 24 Fe [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Dismissal date | May 18, 2015 | |||||||||||||||
Androgel Antitrust Litigation [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Approximate number of cases pending | Cases | 3 | |||||||||||||||
Loestrin 24 Fe [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Approximate number of cases pending | Cases | 2 | |||||||||||||||
Ranbaxy [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | June 13, 2014 | |||||||||||||||
Amneal [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | June 30, 2014 | |||||||||||||||
Impax [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | July 15, 2014 | |||||||||||||||
Anchen and Par [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | January 13, 2015 | |||||||||||||||
Settlement agreement terms | Under the terms of the settlement agreement, and subject to review of the settlement terms by the U.S. Federal Trade Commission, Plaintiffs will provide a license to Wockhardt that will permit it to launch its generic version of Namenda XR® as of the date that is the later of (a) two (2) calendar months prior to the expiration date of the last to expire of the ‘703 patent, the ‘209 patent, the ‘708 patent, the ‘379 patent, the ‘752 patent, the ‘085 patent, and the ‘233 patent, including any extensions and/or pediatric exclusivities; or (b) the date that Wockhardt obtains final FDA approval of its ANDA, or earlier in certain circumstances. | |||||||||||||||
First Time US Generics [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | May 12, 2014 | |||||||||||||||
Actos [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 2 | 2 | ||||||||||||||
Asacol Litigation [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 2 | |||||||||||||||
Botox [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 1 | |||||||||||||||
Doryx Litigation Direct Purchasers [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 3 | |||||||||||||||
Doryx Litigation Indirect Purchasers [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 1 | |||||||||||||||
Doryx Antitrust Complaints [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of defendant cases | Cases | 4 | |||||||||||||||
Lidoderm [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 1 | |||||||||||||||
Lidoderm Antitrust Complaints [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Approximate number of cases pending | Claim | 5 | |||||||||||||||
Loestrin 24 [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 2 | |||||||||||||||
Namenda Litigation Direct Purchasers [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 1 | |||||||||||||||
Namenda Litigation Indirect Purchasers [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 1 | |||||||||||||||
Zymar/Zymaxid Litigation [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Dismissal date | May 2, 2015 | |||||||||||||||
Commercial Litigation [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of defendant cases | Defendant | 3 | |||||||||||||||
Payment of legal settlement costs | $ | $ 7,650 | |||||||||||||||
Agreement in principle to settle claims, amount | $ | $ 10,350 | |||||||||||||||
Furiex Pharmaceuticals, Inc. [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of putative class actions filed | 4 | |||||||||||||||
Settlement agreement date | July 1, 2015 | |||||||||||||||
Prescription Drug Abuse Litigation [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Dismissal date | May 8, 2015 | |||||||||||||||
Apotex [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | Apr. 3, 2015 | |||||||||||||||
Forest Laboratories Inc. [Member] | Savella [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | April 29, 2015 | |||||||||||||||
Forest Laboratories Inc. [Member] | Ranbaxy [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Settlement agreement date | May 1, 2015 | |||||||||||||||
Forest [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Trial date | 2017-06 | |||||||||||||||
Endo [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Trial commencement date | Feb. 21, 2017 | |||||||||||||||
Actonel Litigation | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Approximate number of cases pending | Claim | 415 | |||||||||||||||
Number of defendant cases | Defendant | 200 | |||||||||||||||
Number of plaintiffs | Plaintiff | 627 |
Commitments and Contingencie103
Commitments and Contingencies - Additional Information 1 (Detail) $ in Thousands | Mar. 20, 2014USD ($) | Aug. 28, 2013USD ($) | Jun. 30, 2015USD ($)CasesPlaintiffTrial |
Loss Contingencies [Line Items] | |||
Approximate number of cases pending | 135 | ||
Civil penalties for each alleged false claim and attorneys' fees and costs | $ | $ 11 | ||
Compensatory damages and civil penalties | $ | $ 12,400 | ||
Alendronate Litigation [Member] | |||
Loss Contingencies [Line Items] | |||
Approximate number of cases pending | 130 | ||
Number of plaintiffs | Plaintiff | 175 | ||
Cases that are part of consolidated litigation in the California Superior Court (Orange County) | 9 | ||
Celexa/Lexapro Litigation [Member] | |||
Loss Contingencies [Line Items] | |||
Approximate number of cases pending | 195 | ||
Number of trials | Trial | 2 | ||
Metoclopramide Litigation [Member] | Watson Pharmaceuticals, Inc. [Member] | |||
Loss Contingencies [Line Items] | |||
Approximate number of cases pending | 1,500 | ||
Propoxyphene Litigation [Member] | |||
Loss Contingencies [Line Items] | |||
Approximate number of proceeding cases | 35 | ||
Propoxyphene Litigation [Member] | Watson Pharmaceuticals, Inc. [Member] | |||
Loss Contingencies [Line Items] | |||
Approximate number of plaintiffs | Plaintiff | 1,400 | ||
Punitive Damages [Member] | |||
Loss Contingencies [Line Items] | |||
Compensatory damages and civil penalties | $ | $ 17,900 |
Warner Chilcott Limited ("WC104
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Additional Information (Detail) - Dec. 31, 2014 - USD ($) $ in Millions | Total |
Prior to Realignment [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Investment in subsidiaries | $ 3,747.2 |
Income / (loss) of equity interest subsidiaries | (127.7) |
Restatement Adjustment [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Investment in subsidiaries | 4,761.1 |
Income / (loss) of equity interest subsidiaries | $ 886.2 |
Warner Chilcott Limited ("WC105
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Consolidating Balance Sheets (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 1,517.9 | $ 250 | $ 4,293.6 | $ 329 |
Marketable securities | 8.5 | 1 | ||
Accounts receivable, net | 4,420.1 | 2,372.3 | ||
Inventories | 2,786 | 2,075.5 | ||
Prepaid expenses and other current assets | 1,004.8 | 733.4 | ||
Current assets held for sale | 38 | 949.2 | ||
Deferred tax assets | 711.6 | 500.3 | ||
Total current assets | 10,486.9 | 6,881.7 | ||
Property, plant and equipment, net | 2,859 | 1,594.7 | ||
Investments and other assets | 530.3 | 235.4 | ||
Deferred tax assets | 113.6 | 107.4 | ||
Product rights and other intangibles | 72,825 | 19,188.4 | ||
Goodwill | 51,596.3 | 24,521.5 | ||
Total assets | 138,411.1 | 52,529.1 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 5,945 | 4,170.6 | ||
Income taxes payable | 70.4 | 50.4 | ||
Current portion of long-term debt and capital leases | 1,550.9 | 697.4 | ||
Deferred revenue | 25.7 | 27 | ||
Current liabilities held for sale | 25.9 | |||
Deferred tax liabilities | 57.5 | 47.3 | ||
Total current liabilities | 7,649.5 | 5,018.6 | ||
Long-term debt and capital leases | 41,319.4 | 14,846.3 | ||
Deferred revenue | 56.4 | 38.8 | ||
Other long-term liabilities | 1,167.5 | 335.8 | ||
Other taxes payable | 907.7 | 892.2 | ||
Deferred tax liabilities | 15,236.1 | 3,061.9 | ||
Total liabilities | 66,336.6 | 24,193.6 | ||
Total equity | 72,074.5 | 28,335.5 | ||
Total liabilities and equity | 138,411.1 | 52,529.1 | ||
Warner Chilcott Limited Parent Guarantor [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0.1 | 0.1 | 0.1 | |
Total current assets | 0.1 | |||
Investment in subsidiaries | 71,404.2 | 28,076.9 | ||
Total assets | 71,404.2 | 28,077 | ||
Current liabilities: | ||||
Total equity | 71,404.2 | 28,077 | ||
Total liabilities and equity | 71,404.2 | 28,077 | ||
Actavis Capital S.a.r.l. (Guarantor) [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0.7 | 5.5 | 3,582.4 | 0.3 |
Intercompany receivables | 93,055.5 | 22,987.9 | ||
Prepaid expenses and other current assets | 12.6 | 123.1 | ||
Total current assets | 93,068.8 | 23,116.5 | ||
Investments and other assets | 17.7 | 9 | ||
Investment in subsidiaries | 67,663.1 | 24,064.7 | ||
Total assets | 160,749.6 | 47,190.2 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 3.3 | 2.8 | ||
Intercompany payables | 91,348 | 25,953.8 | ||
Current portion of long-term debt and capital leases | 556.7 | 571.6 | ||
Total current liabilities | 91,908 | 26,528.2 | ||
Long-term debt and capital leases | 7,287.5 | 2,516 | ||
Total liabilities | 99,195.5 | 29,044.2 | ||
Total equity | 61,554.1 | 18,146 | ||
Total liabilities and equity | 160,749.6 | 47,190.2 | ||
Actavis Funding SCS (Issuer) [Member] | ||||
Current assets: | ||||
Intercompany receivables | 24,789.9 | 3,659 | ||
Prepaid expenses and other current assets | 24.5 | 2.7 | ||
Total current assets | 24,814.4 | 3,661.7 | ||
Investments and other assets | 136.8 | 23.6 | ||
Total assets | 24,951.2 | 3,685.3 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 213.8 | 6.1 | ||
Intercompany payables | 102.3 | 2 | ||
Total current liabilities | 316.1 | 8.1 | ||
Long-term debt and capital leases | 24,634.9 | 3,677.2 | ||
Total liabilities | 24,951 | 3,685.3 | ||
Total equity | 0.2 | |||
Total liabilities and equity | 24,951.2 | 3,685.3 | ||
Actavis Inc. (Issuer and Guarantor) [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 2.3 | 1.5 | 22.3 | 1.4 |
Intercompany receivables | 13,568.3 | 18,720.9 | ||
Prepaid expenses and other current assets | 6 | |||
Total current assets | 13,576.6 | 18,722.4 | ||
Property, plant and equipment, net | 65.6 | 50.7 | ||
Investments and other assets | 35.9 | 82.9 | ||
Investment in subsidiaries | 5,152.5 | 4,761.1 | ||
Total assets | 18,830.6 | 23,617.1 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 177.3 | 159 | ||
Intercompany payables | 21,648.1 | 26,774.7 | ||
Income taxes payable | 70.4 | 50.4 | ||
Total current liabilities | 21,895.8 | 26,984.1 | ||
Long-term debt and capital leases | 4,272.1 | 4,270.7 | ||
Other long-term liabilities | 3.2 | |||
Other taxes payable | 907.7 | 892.2 | ||
Total liabilities | 27,078.8 | 32,147 | ||
Total equity | (8,248.2) | (8,529.9) | ||
Total liabilities and equity | 18,830.6 | 23,617.1 | ||
Non-Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,462.4 | 237.2 | 688.3 | 321.7 |
Marketable securities | 8.5 | 1 | ||
Accounts receivable, net | 4,420.1 | 2,371.6 | ||
Receivable from Parents | 388.7 | 269.8 | ||
Inventories | 2,786 | 2,075.5 | ||
Intercompany receivables | 113,098.4 | 52,730.5 | ||
Prepaid expenses and other current assets | 957.6 | 604.7 | ||
Current assets held for sale | 38 | 949.2 | ||
Deferred tax assets | 711.6 | 500.3 | ||
Total current assets | 123,871.3 | 59,739.8 | ||
Property, plant and equipment, net | 2,793.4 | 1,543.1 | ||
Investments and other assets | 339.9 | 119.9 | ||
Deferred tax assets | 113.6 | 107.4 | ||
Product rights and other intangibles | 72,825 | 19,188.4 | ||
Goodwill | 51,596.3 | 24,521.5 | ||
Total assets | 251,539.5 | 105,220.1 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 5,513.2 | 3,999.6 | ||
Intercompany payables | 131,413.7 | 45,367.8 | ||
Payables to Parents | 1,039.8 | 521.1 | ||
Current portion of long-term debt and capital leases | 994.2 | 125.8 | ||
Deferred revenue | 25.7 | 27 | ||
Current liabilities held for sale | 25.9 | |||
Deferred tax liabilities | 57.5 | 47.3 | ||
Total current liabilities | 139,044.1 | 50,114.5 | ||
Long-term debt and capital leases | 5,124.9 | 4,382.4 | ||
Deferred revenue | 56.4 | 38.8 | ||
Other long-term liabilities | 1,164.3 | 335.9 | ||
Deferred tax liabilities | 15,236.1 | 3,061.9 | ||
Total liabilities | 160,625.8 | 57,933.5 | ||
Total equity | 90,913.7 | 47,286.6 | ||
Total liabilities and equity | 251,539.5 | 105,220.1 | ||
Warner Chilcott Limited [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,465.4 | 244.3 | $ 4,293.1 | $ 323.5 |
Marketable securities | 8.5 | 1 | ||
Accounts receivable, net | 4,420.1 | 2,371.6 | ||
Receivable from Parents | 388.7 | 269.8 | ||
Inventories | 2,786 | 2,075.5 | ||
Prepaid expenses and other current assets | 1,000.7 | 730.5 | ||
Current assets held for sale | 38 | 949.2 | ||
Deferred tax assets | 711.6 | 500.3 | ||
Total current assets | 10,819 | 7,142.2 | ||
Property, plant and equipment, net | 2,859 | 1,593.8 | ||
Investments and other assets | 530.3 | 235.4 | ||
Deferred tax assets | 113.6 | 107.4 | ||
Product rights and other intangibles | 72,825 | 19,188.4 | ||
Goodwill | 51,596.3 | 24,521.5 | ||
Total assets | 138,743.2 | 52,788.7 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 5,907.6 | 4,167.5 | ||
Payables to Parents | 1,039.8 | 521.1 | ||
Income taxes payable | 70.4 | 50.4 | ||
Current portion of long-term debt and capital leases | 1,550.9 | 697.4 | ||
Deferred revenue | 25.7 | 27 | ||
Current liabilities held for sale | 25.9 | |||
Deferred tax liabilities | 57.5 | 47.3 | ||
Total current liabilities | 8,651.9 | 5,536.6 | ||
Long-term debt and capital leases | 41,319.4 | 14,846.3 | ||
Deferred revenue | 56.4 | 38.8 | ||
Other long-term liabilities | 1,167.5 | 335.9 | ||
Other taxes payable | 907.7 | 892.2 | ||
Deferred tax liabilities | 15,236.1 | 3,061.9 | ||
Total liabilities | 67,339 | 24,711.7 | ||
Total equity | 71,404.2 | 28,077 | ||
Total liabilities and equity | 138,743.2 | 52,788.7 | ||
Eliminations [Member] | ||||
Current assets: | ||||
Intercompany receivables | (244,512.1) | (98,098.3) | ||
Total current assets | (244,512.1) | (98,098.3) | ||
Investment in subsidiaries | (144,219.8) | (56,902.7) | ||
Total assets | (388,731.9) | (155,001) | ||
Current liabilities: | ||||
Intercompany payables | (244,512.1) | (98,098.3) | ||
Total current liabilities | (244,512.1) | (98,098.3) | ||
Total liabilities | (244,512.1) | (98,098.3) | ||
Total equity | (144,219.8) | (56,902.7) | ||
Total liabilities and equity | $ (388,731.9) | $ (155,001) |
Warner Chilcott Limited ("WC106
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Consolidating Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Income Statements Captions [Line Items] | ||||||
Net revenues | $ 5,755 | $ 2,667.2 | $ 9,989.2 | $ 5,322.3 | ||
Operating expenses: | ||||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 2,130.1 | 1,296.5 | 3,843.5 | 2,589.5 | ||
Research and development | 454.9 | 158 | 885.9 | 329.5 | ||
Selling and marketing | 981 | 291.5 | 1,716.5 | 574.6 | ||
General and administrative | 480.2 | 270.1 | 1,173.2 | 545.9 | ||
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 | ||
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 | ||
Asset sales and impairments, net | 0.6 | 5.8 | 58.4 | 5.4 | ||
Total operating expenses | 5,917.9 | 2,461.1 | 10,474 | 4,908.3 | ||
Operating (loss) / income | (162.9) | 206.1 | (484.8) | 414 | ||
Non-Operating income (expense): | ||||||
Other (expense) income, net | (48.7) | (35.8) | (246.7) | (30.8) | ||
Total other income (expense), net | (386) | (113.7) | (754.1) | (180.5) | ||
(Loss) / income before income taxes and noncontrolling interest | (548.9) | 92.4 | (1,238.9) | 233.5 | ||
(Benefit) / provision for income taxes | (307.3) | 43.6 | (485) | 88 | ||
Net (loss) / income | (241.6) | 48.8 | (753.9) | 145.5 | ||
(Income) attributable to noncontrolling interest | (1.5) | (0.1) | (1.2) | (0.3) | ||
Net (loss) attributable to shareholders | (243.1) | 48.7 | (755.1) | 145.2 | ||
Other Comprehensive income / (loss) | 772.9 | $ (317.9) | 6.6 | $ (6.8) | 455 | (0.2) |
Comprehensive income / (loss) attributable to ordinary shareholders | 529.8 | 55.3 | (300.1) | 145 | ||
Warner Chilcott Limited Parent Guarantor [Member] | ||||||
Non-Operating income (expense): | ||||||
(Earnings) / losses of equity interest subsidiaries | 238.9 | (61.3) | 747.3 | (158.8) | ||
Net (loss) / income | (238.9) | 61.3 | (747.3) | 158.8 | ||
Net (loss) attributable to shareholders | (238.9) | 61.3 | (747.3) | 158.8 | ||
Other Comprehensive income / (loss) | 772.9 | 6.6 | 455 | (0.2) | ||
Comprehensive income / (loss) attributable to ordinary shareholders | 534 | 67.9 | (292.3) | 158.6 | ||
Actavis Capital S.a.r.l. (Guarantor) [Member] | ||||||
Operating expenses: | ||||||
General and administrative | 1 | 213.2 | ||||
Total operating expenses | 1 | 213.2 | ||||
Operating (loss) / income | (1) | (213.2) | ||||
Non-Operating income (expense): | ||||||
Interest income / (expense), net | 235.9 | 89.3 | 288.3 | 177.9 | ||
Other (expense) income, net | (1.9) | (13.5) | (265.4) | (23) | ||
Total other income (expense), net | 234 | 75.8 | 22.9 | 154.9 | ||
(Loss) / income before income taxes and noncontrolling interest | 233 | 75.8 | (190.3) | 154.9 | ||
(Earnings) / losses of equity interest subsidiaries | 390.9 | (5.9) | 609.5 | (132.8) | ||
Net (loss) / income | (157.9) | 81.7 | (799.8) | 287.7 | ||
Net (loss) attributable to shareholders | (157.9) | 81.7 | (799.8) | 287.7 | ||
Other Comprehensive income / (loss) | 751.5 | 9 | 520.6 | 2.4 | ||
Comprehensive income / (loss) attributable to ordinary shareholders | 593.6 | 90.7 | (279.2) | 290.1 | ||
Actavis Funding SCS (Issuer) [Member] | ||||||
Operating expenses: | ||||||
General and administrative | 0.1 | 16.1 | ||||
Total operating expenses | 0.1 | 16.1 | ||||
Operating (loss) / income | (0.1) | (16.1) | ||||
Non-Operating income (expense): | ||||||
Interest income / (expense), net | 2.4 | (4.6) | (14.7) | (4.6) | ||
Other (expense) income, net | 31 | |||||
Total other income (expense), net | 2.4 | (4.6) | 16.3 | (4.6) | ||
(Loss) / income before income taxes and noncontrolling interest | 2.3 | (4.6) | 0.2 | (4.6) | ||
Net (loss) / income | 2.3 | (4.6) | 0.2 | (4.6) | ||
Net (loss) attributable to shareholders | 2.3 | (4.6) | 0.2 | (4.6) | ||
Comprehensive income / (loss) attributable to ordinary shareholders | 2.3 | (4.6) | 0.2 | (4.6) | ||
Actavis Inc. (Issuer and Guarantor) [Member] | ||||||
Operating expenses: | ||||||
General and administrative | 80.1 | 27.8 | 89.9 | 60.1 | ||
Asset sales and impairments, net | 0.3 | 0.1 | 0.3 | (0.1) | ||
Total operating expenses | 80.4 | 27.9 | 90.2 | 60 | ||
Operating (loss) / income | (80.4) | (27.9) | (90.2) | (60) | ||
Non-Operating income (expense): | ||||||
Interest income / (expense), net | (43.6) | (45.4) | (87.4) | (90.7) | ||
Other (expense) income, net | 0.1 | 0.1 | ||||
Total other income (expense), net | (43.6) | (45.4) | (87.3) | (90.6) | ||
(Loss) / income before income taxes and noncontrolling interest | (124) | (73.3) | (177.5) | (150.6) | ||
(Benefit) / provision for income taxes | (45.3) | (22) | (67.8) | (48.8) | ||
(Earnings) / losses of equity interest subsidiaries | (132.8) | (220.4) | (391.4) | (509.6) | ||
Net (loss) / income | 54.1 | 169.1 | 281.7 | 407.8 | ||
Net (loss) attributable to shareholders | 54.1 | 169.1 | 281.7 | 407.8 | ||
Comprehensive income / (loss) attributable to ordinary shareholders | 54.1 | 169.1 | 281.7 | 407.8 | ||
Non-Guarantors [Member] | ||||||
Condensed Income Statements Captions [Line Items] | ||||||
Net revenues | 5,755 | 2,667.2 | 9,989.2 | 5,322.3 | ||
Operating expenses: | ||||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 2,130.1 | 1,296.5 | 3,843.5 | 2,589.5 | ||
Research and development | 454.9 | 158 | 885.9 | 329.5 | ||
Selling and marketing | 981 | 291.5 | 1,716.5 | 574.6 | ||
General and administrative | 394.8 | 234.8 | 846.2 | 478.9 | ||
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 | ||
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 | ||
Asset sales and impairments, net | 0.3 | 5.7 | 58.1 | 5.5 | ||
Total operating expenses | 5,832.2 | 2,425.7 | 10,146.7 | 4,841.4 | ||
Operating (loss) / income | (77.2) | 241.5 | (157.5) | 480.9 | ||
Non-Operating income (expense): | ||||||
Interest income / (expense), net | (532) | (117.2) | (693.6) | (232.3) | ||
Other (expense) income, net | (46.8) | (22.3) | (12.4) | (7.9) | ||
Total other income (expense), net | (578.8) | (139.5) | (706) | (240.2) | ||
(Loss) / income before income taxes and noncontrolling interest | (656) | 102 | (863.5) | 240.7 | ||
(Benefit) / provision for income taxes | (262) | 58.9 | (417.2) | 130.1 | ||
Net (loss) / income | (394) | 43.1 | (446.3) | 110.6 | ||
(Income) attributable to noncontrolling interest | (1.5) | (0.1) | (1.2) | (0.3) | ||
Net (loss) attributable to shareholders | (395.5) | 43 | (447.5) | 110.3 | ||
Other Comprehensive income / (loss) | 772.9 | 6.6 | 455 | (0.2) | ||
Comprehensive income / (loss) attributable to ordinary shareholders | 377.4 | 49.6 | 7.5 | 110.1 | ||
Warner Chilcott Limited [Member] | ||||||
Condensed Income Statements Captions [Line Items] | ||||||
Net revenues | 5,755 | 2,667.2 | 9,989.2 | 5,322.3 | ||
Operating expenses: | ||||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 2,130.1 | 1,296.5 | 3,843.5 | 2,589.5 | ||
Research and development | 454.9 | 158 | 885.9 | 329.5 | ||
Selling and marketing | 981 | 291.5 | 1,716.5 | 574.6 | ||
General and administrative | 476 | 262.6 | 1,165.4 | 539 | ||
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 | ||
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 | ||
Asset sales and impairments, net | 0.6 | 5.8 | 58.4 | 5.4 | ||
Total operating expenses | 5,913.7 | 2,453.6 | 10,466.2 | 4,901.4 | ||
Operating (loss) / income | (158.7) | 213.6 | (477) | 420.9 | ||
Non-Operating income (expense): | ||||||
Interest income / (expense), net | (337.3) | (77.9) | (507.4) | (149.7) | ||
Other (expense) income, net | (48.7) | (35.8) | (246.7) | (30.8) | ||
Total other income (expense), net | (386) | (113.7) | (754.1) | (180.5) | ||
(Loss) / income before income taxes and noncontrolling interest | (544.7) | 99.9 | (1,231.1) | 240.4 | ||
(Benefit) / provision for income taxes | (307.3) | 36.9 | (485) | 81.3 | ||
Net (loss) / income | (237.4) | 63 | (746.1) | 159.1 | ||
(Income) attributable to noncontrolling interest | (1.5) | (0.1) | (1.2) | (0.3) | ||
Net (loss) attributable to shareholders | (238.9) | 62.9 | (747.3) | 158.8 | ||
Other Comprehensive income / (loss) | 772.9 | 6.6 | 455 | (0.2) | ||
Comprehensive income / (loss) attributable to ordinary shareholders | 534 | 69.5 | (292.3) | 158.6 | ||
Eliminations [Member] | ||||||
Non-Operating income (expense): | ||||||
(Earnings) / losses of equity interest subsidiaries | (497) | 287.6 | (965.4) | 801.2 | ||
Net (loss) / income | 497 | (287.6) | 965.4 | (801.2) | ||
Net (loss) attributable to shareholders | 497 | (287.6) | 965.4 | (801.2) | ||
Other Comprehensive income / (loss) | (1,524.4) | (15.6) | (975.6) | (2.2) | ||
Comprehensive income / (loss) attributable to ordinary shareholders | $ (1,027.4) | $ (303.2) | $ (10.2) | $ (803.4) |
Warner Chilcott Limited ("WC107
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Cash Flows From Operating Activities: | |||||
Net income / (loss) | $ (241.6) | $ 48.8 | $ (753.9) | $ 145.5 | |
Reconciliation to net cash provided by operating activities: | |||||
Depreciation | 132.5 | 105.1 | |||
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 | |
Provision for inventory reserve | 63.4 | 75.3 | |||
Share-based compensation | 400.7 | 31.2 | |||
Deferred income tax benefit | (588.9) | (151.5) | |||
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 | |
Loss / (gain) on asset sales and impairments, net | 58.4 | 27.4 | |||
Amortization of inventory step up | 706.1 | 210 | |||
Amortization of deferred financing costs | 280.5 | 26.4 | |||
Accretion and contingent consideration | 8.1 | (27.9) | |||
Other, net | 64.3 | (10) | |||
Net cash provided by operating activities | 1,926.3 | 909.1 | |||
Cash Flows From Investing Activities: | |||||
Additions to property, plant and equipment | (248.2) | (80.8) | |||
Additions to product rights and other intangibles | (28.5) | ||||
Additions to investments | (21) | ||||
Proceeds from sale of investments and other assets | 855.8 | 18 | |||
Proceeds from sales of property, plant and equipment | 81.5 | 4.2 | |||
Acquisitions of business, net of cash acquired | (35,109.9) | (119.2) | |||
Net cash (used in) investing activities | (34,470.3) | (177.8) | |||
Cash Flows From Financing Activities: | |||||
Proceeds from borrowings of long-term indebtedness | 26,456.4 | 3,676.2 | |||
Proceeds from borrowings on credit facility and other | 2,882 | 80 | |||
Debt issuance and other financing costs | (310.8) | (51.9) | |||
Payments on debt, including capital lease obligations | (4,096.2) | (467.8) | |||
Payments of contingent consideration | (92) | (7.8) | |||
Net cash provided by financing activities | 33,815 | 3,200.1 | |||
Effect of currency exchange rate changes on cash and cash equivalents | (3.1) | (3.8) | |||
Movement in cash held for sale | 37 | ||||
Net increase in cash and cash equivalents | 1,267.9 | 3,964.6 | |||
Cash and cash equivalents at beginning of period | 250 | 329 | $ 329 | ||
Cash and cash equivalents at end of period | 1,517.9 | 4,293.6 | 1,517.9 | 4,293.6 | 250 |
Warner Chilcott Limited Parent Guarantor [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net income / (loss) | (238.9) | 61.3 | (747.3) | 158.8 | |
Reconciliation to net cash provided by operating activities: | |||||
(Earnings) / losses of equity interest subsidiaries | 238.9 | (61.3) | 747.3 | (158.8) | |
Dividends from subsidiaries | 68.8 | ||||
Changes in assets and liabilities (net of effects of acquisitions) | (0.1) | ||||
Net cash provided by operating activities | 68.7 | ||||
Cash Flows From Investing Activities: | |||||
Additions to investments | (9,000.8) | ||||
Net cash (used in) investing activities | (9,000.8) | ||||
Cash Flows From Financing Activities: | |||||
Dividend to Parent | (68.8) | ||||
Contribution from Parent | 9,000.8 | ||||
Net cash provided by financing activities | 8,932 | ||||
Net increase in cash and cash equivalents | (0.1) | ||||
Cash and cash equivalents at beginning of period | 0.1 | 0.1 | 0.1 | ||
Cash and cash equivalents at end of period | 0.1 | 0.1 | 0.1 | ||
Actavis Capital S.a.r.l. (Guarantor) [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net income / (loss) | (157.9) | 81.7 | (799.8) | 287.7 | |
Reconciliation to net cash provided by operating activities: | |||||
(Earnings) / losses of equity interest subsidiaries | 390.9 | (5.9) | 609.5 | (132.8) | |
Amortization of deferred financing costs | 268.8 | 1 | |||
Dividends from subsidiaries | 68.8 | ||||
Changes in assets and liabilities (net of effects of acquisitions) | (4,672.9) | 3,764 | |||
Net cash provided by operating activities | (4,525.6) | 3,919.9 | |||
Cash Flows From Investing Activities: | |||||
Additions to investments | (9,000.8) | ||||
Net cash (used in) investing activities | (9,000.8) | ||||
Cash Flows From Financing Activities: | |||||
Proceeds from borrowings of long-term indebtedness | 5,500 | ||||
Proceeds from borrowings on credit facility and other | 2,810 | 80 | |||
Debt issuance and other financing costs | (167.1) | ||||
Payments on debt, including capital lease obligations | (3,553.3) | (417.8) | |||
Dividend to Parent | (68.8) | ||||
Contribution from Parent | 9,000.8 | ||||
Net cash provided by financing activities | 13,521.6 | (337.8) | |||
Net increase in cash and cash equivalents | (4.8) | 3,582.1 | |||
Cash and cash equivalents at beginning of period | 5.5 | 0.3 | 0.3 | ||
Cash and cash equivalents at end of period | 0.7 | 3,582.4 | 0.7 | 3,582.4 | 5.5 |
Actavis Funding SCS (Issuer) [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net income / (loss) | 2.3 | (4.6) | 0.2 | (4.6) | |
Reconciliation to net cash provided by operating activities: | |||||
Amortization of deferred financing costs | 8.6 | 22.9 | |||
Changes in assets and liabilities (net of effects of acquisitions) | (20,820.7) | (3,642.6) | |||
Net cash provided by operating activities | (20,811.9) | (3,624.3) | |||
Cash Flows From Financing Activities: | |||||
Proceeds from borrowings of long-term indebtedness | 20,955.6 | 3,676.2 | |||
Debt issuance and other financing costs | (143.7) | (51.9) | |||
Net cash provided by financing activities | 20,811.9 | 3,624.3 | |||
Actavis Inc. (Issuer and Guarantor) [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net income / (loss) | 54.1 | 169.1 | 281.7 | 407.8 | |
Reconciliation to net cash provided by operating activities: | |||||
(Earnings) / losses of equity interest subsidiaries | (132.8) | (220.4) | (391.4) | (509.6) | |
Depreciation | 0.1 | 0.2 | |||
Share-based compensation | 18.3 | 1.4 | |||
Amortization of deferred financing costs | 2 | 2.4 | |||
Changes in assets and liabilities (net of effects of acquisitions) | 111.9 | 126.2 | |||
Net cash provided by operating activities | 22.6 | 28.4 | |||
Cash Flows From Investing Activities: | |||||
Additions to property, plant and equipment | (21.8) | (7.5) | |||
Net cash (used in) investing activities | (21.8) | (7.5) | |||
Cash Flows From Financing Activities: | |||||
Net increase in cash and cash equivalents | 0.8 | 20.9 | |||
Cash and cash equivalents at beginning of period | 1.5 | 1.4 | 1.4 | ||
Cash and cash equivalents at end of period | 2.3 | 22.3 | 2.3 | 22.3 | 1.5 |
Non-Guarantors [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net income / (loss) | (394) | 43.1 | (446.3) | 110.6 | |
Reconciliation to net cash provided by operating activities: | |||||
Depreciation | 132.4 | 104.9 | |||
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 | |
Provision for inventory reserve | 63.4 | 75.3 | |||
Share-based compensation | 382.4 | 29.8 | |||
Deferred income tax benefit | (588.9) | (151.5) | |||
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 | |
Loss / (gain) on asset sales and impairments, net | 58.4 | 27.4 | |||
Amortization of inventory step up | 706.1 | 210 | |||
Amortization of deferred financing costs | 1.1 | 0.1 | |||
Accretion and contingent consideration | 8.1 | (27.9) | |||
Other, net | 64.3 | (10) | |||
Changes in assets and liabilities (net of effects of acquisitions) | 24,129.4 | (670.6) | |||
Net cash provided by operating activities | 27,306.9 | 561.5 | |||
Cash Flows From Investing Activities: | |||||
Additions to property, plant and equipment | (226.4) | (73.3) | |||
Additions to product rights and other intangibles | (28.5) | ||||
Additions to investments | (21) | ||||
Proceeds from sale of investments and other assets | 855.8 | ||||
Proceeds from sales of property, plant and equipment | 81.5 | 4.2 | |||
Acquisitions of business, net of cash acquired | (35,109.9) | (119.2) | |||
Net cash (used in) investing activities | (34,448.5) | (170.3) | |||
Proceeds from sale of assets | 18 | ||||
Cash Flows From Financing Activities: | |||||
Proceeds from borrowings of long-term indebtedness | 0.8 | ||||
Proceeds from borrowings on credit facility and other | 72 | ||||
Payments on debt, including capital lease obligations | (542.9) | (50) | |||
Payments of contingent consideration | (92) | (7.8) | |||
Dividend to Parent | (68.8) | ||||
Contribution from Parent | 9,000.8 | ||||
Net cash provided by financing activities | 8,369.9 | (57.8) | |||
Effect of currency exchange rate changes on cash and cash equivalents | (3.1) | (3.8) | |||
Movement in cash held for sale | 37 | ||||
Net increase in cash and cash equivalents | 1,225.2 | 366.6 | |||
Cash and cash equivalents at beginning of period | 237.2 | 321.7 | 321.7 | ||
Cash and cash equivalents at end of period | 1,462.4 | 688.3 | 1,462.4 | 688.3 | 237.2 |
Warner Chilcott Limited [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net income / (loss) | (237.4) | 63 | (746.1) | 159.1 | |
Reconciliation to net cash provided by operating activities: | |||||
Depreciation | 132.5 | 105.1 | |||
Amortization | 1,673.5 | 422.9 | 2,598.9 | 847.1 | |
Provision for inventory reserve | 63.4 | 75.3 | |||
Share-based compensation | 400.7 | 31.2 | |||
Deferred income tax benefit | (588.9) | (151.5) | |||
In-process research and development impairments | 197.6 | 16.3 | 197.6 | 16.3 | |
Loss / (gain) on asset sales and impairments, net | 58.4 | 27.4 | |||
Amortization of inventory step up | 706.1 | 210 | |||
Amortization of deferred financing costs | 280.5 | 26.4 | |||
Accretion and contingent consideration | 8.1 | (27.9) | |||
Other, net | 64.3 | (10) | |||
Changes in assets and liabilities (net of effects of acquisitions) | (1,252.4) | (423) | |||
Net cash provided by operating activities | 1,923.1 | 885.5 | |||
Cash Flows From Investing Activities: | |||||
Additions to property, plant and equipment | (248.2) | (80.8) | |||
Additions to product rights and other intangibles | (28.5) | ||||
Additions to investments | (21) | ||||
Proceeds from sale of investments and other assets | 855.8 | 18 | |||
Proceeds from sales of property, plant and equipment | 81.5 | 4.2 | |||
Acquisitions of business, net of cash acquired | (35,109.9) | (119.2) | |||
Net cash (used in) investing activities | (34,470.3) | (177.8) | |||
Proceeds from sale of assets | 18 | ||||
Cash Flows From Financing Activities: | |||||
Proceeds from borrowings of long-term indebtedness | 26,456.4 | 3,676.2 | |||
Proceeds from borrowings on credit facility and other | 2,882 | 80 | |||
Debt issuance and other financing costs | (310.8) | (51.9) | |||
Payments on debt, including capital lease obligations | (4,096.2) | (467.8) | |||
Payments of contingent consideration | (92) | (7.8) | |||
Dividend to Parent | (68.8) | ||||
Contribution from Parent | 9,000.8 | ||||
Net cash provided by financing activities | 33,771.4 | 3,228.7 | |||
Effect of currency exchange rate changes on cash and cash equivalents | (3.1) | (3.8) | |||
Movement in cash held for sale | 37 | ||||
Net increase in cash and cash equivalents | 1,221.1 | 3,969.6 | |||
Cash and cash equivalents at beginning of period | 244.3 | 323.5 | 323.5 | ||
Cash and cash equivalents at end of period | 1,465.4 | 4,293.1 | 1,465.4 | 4,293.1 | $ 244.3 |
Eliminations [Member] | |||||
Cash Flows From Operating Activities: | |||||
Net income / (loss) | 497 | (287.6) | 965.4 | (801.2) | |
Reconciliation to net cash provided by operating activities: | |||||
(Earnings) / losses of equity interest subsidiaries | $ (497) | $ 287.6 | (965.4) | $ 801.2 | |
Dividends from subsidiaries | (137.6) | ||||
Net cash provided by operating activities | (137.6) | ||||
Cash Flows From Investing Activities: | |||||
Additions to investments | 18,001.6 | ||||
Net cash (used in) investing activities | 18,001.6 | ||||
Cash Flows From Financing Activities: | |||||
Dividend to Parent | 137.6 | ||||
Contribution from Parent | (18,001.6) | ||||
Net cash provided by financing activities | $ (17,864) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Jul. 26, 2015 | Jul. 07, 2015 | Jul. 06, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Subsequent Event [Line Items] | |||||
Business acquisition, upfront payment net of cash acquired | $ 35,109.9 | $ 119.2 | |||
Subsequent Event | Merck & Co [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments to acquire business | $ 250 | ||||
Subsequent Event | Merck & Co [Member] | Payable on HSR Clearance [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments to acquire business | 125 | ||||
Subsequent Event | Merck & Co [Member] | Payable in April 2016 [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments to acquire business | $ 125 | ||||
Oculeve Inc [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, upfront payment | $ 125 | ||||
Naurex [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, upfront payment net of cash acquired | $ 560 | ||||
Naurex [Member] | Subsequent Event | Payable Upon Closing [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, upfront payment net of cash acquired | 460 | ||||
Naurex [Member] | Subsequent Event | Payable by January of 2016 [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, upfront payment net of cash acquired | 100 | ||||
Allergan Global Generic Pharmaceuticals Business | Subsequent Event | Teva Pharmaceutical Industries Ltd. | |||||
Subsequent Event [Line Items] | |||||
Contract Price Of Divestiture | 40,500 | ||||
Proceeds Expected To Be Received From Divestiture of Businesses | 33,750 | ||||
Stock Expected To Be Received In Divestiture Of Business | $ 6,750 | ||||
Business Divestiture Effective Year Of Divestiture | 2,016 |