Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 332,583,097 | |
Warner Chilcott Limited [Member] | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,612.7 | $ 1,724 |
Marketable securities | 3,829.1 | 11,501.5 |
Accounts receivable, net | 2,808.6 | 2,531 |
Inventories | 899.8 | 718 |
Prepaid expenses and other current assets | 962.6 | 1,383.4 |
Total current assets | 10,112.8 | 17,857.9 |
Property, plant and equipment, net | 1,802.2 | 1,611.3 |
Investments and other assets | 269.9 | 282.1 |
Non current assets held for sale | 11.1 | 27 |
Deferred tax assets | 327 | 233.3 |
Product rights and other intangibles | 56,698.9 | 62,618.6 |
Goodwill | 49,770.9 | 46,356.1 |
Total assets | 118,992.8 | 128,986.3 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,541.7 | 5,019 |
Income taxes payable | 221.1 | 57.8 |
Current portion of long-term debt and capital leases | 3,797 | 2,797.9 |
Total current liabilities | 8,559.8 | 7,874.7 |
Long-term debt and capital leases | 26,539.1 | 29,970.8 |
Other long-term liabilities | 1,007 | 1,085 |
Other taxes payable | 911.4 | 886.2 |
Deferred tax liabilities | 10,802 | 12,969.1 |
Total liabilities | 47,819.3 | 52,785.8 |
Commitments and contingencies (Refer to Note 20) | ||
Equity: | ||
Preferred shares, $0.0001 par value per share, 5.1 million shares authorized, 5.1 million and 5.1 million shares issued and outstanding, respectively | 4,929.7 | 4,929.7 |
Additional paid-in capital | 54,381.3 | 53,958.9 |
Retained earnings | 10,137.2 | 18,342.5 |
Accumulated other comprehensive income / (loss) | 1,711.2 | (1,038.4) |
Total shareholders’ equity | 71,159.4 | 76,192.7 |
Noncontrolling interest | 14.1 | 7.8 |
Total equity | 71,173.5 | 76,200.5 |
Total liabilities and equity | 118,992.8 | 128,986.3 |
Warner Chilcott Limited [Member] | ||
Current assets: | ||
Cash and cash equivalents | 1,608.5 | 1,713.2 |
Marketable securities | 3,829.1 | 11,501.5 |
Accounts receivable, net | 2,808.6 | 2,531 |
Receivables from Parents | 5,308.9 | 9,289.2 |
Inventories | 899.8 | 718 |
Prepaid expenses and other current assets | 961 | 1,382.1 |
Total current assets | 15,415.9 | 27,135 |
Property, plant and equipment, net | 1,802.2 | 1,611.3 |
Investments and other assets | 269.9 | 282.1 |
Non current receivables from Parents | 3,964 | 3,964 |
Non current assets held for sale | 11.1 | 27 |
Deferred tax assets | 326.9 | 233.3 |
Product rights and other intangibles | 56,698.9 | 62,618.6 |
Goodwill | 49,770.9 | 46,356.1 |
Total assets | 128,259.8 | 142,227.4 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,516.1 | 4,993.3 |
Payables to Parents | 1,816.5 | 1,372.8 |
Income taxes payable | 221.1 | 57.8 |
Current portion of long-term debt and capital leases | 3,797 | 2,797.9 |
Total current liabilities | 10,350.7 | 9,221.8 |
Long-term debt and capital leases | 26,539.1 | 29,970.8 |
Other long-term liabilities | 1,007 | 1,086 |
Other taxes payable | 911.4 | 886.2 |
Deferred tax liabilities | 10,802 | 12,969.1 |
Total liabilities | 49,610.2 | 54,133.9 |
Commitments and contingencies (Refer to Note 20) | ||
Equity: | ||
Member's capital | 72,935.1 | 72,935.1 |
Retained earnings | 3,989.2 | 16,189 |
Accumulated other comprehensive income / (loss) | 1,711.2 | (1,038.4) |
Noncontrolling interest | 14.1 | 7.8 |
Total equity | 78,649.6 | 88,093.5 |
Total members’ equity | 78,635.5 | 88,085.7 |
Total liabilities and equity | $ 128,259.8 | $ 142,227.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 5,100,000 |
Preferred shares, shares outstanding | 5,100,000 | 5,100,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, shares issued | 332,600,000 | 334,900,000 |
Ordinary shares, shares outstanding | 332,600,000 | 334,900,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net revenues | $ 4,034.3 | $ 3,622.2 | $ 11,614.6 | $ 10,706.3 |
Operating expenses: | ||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 |
Research and development | 442.6 | 622.8 | 1,691.9 | 1,662.4 |
Selling and marketing | 832.8 | 796 | 2,637.1 | 2,429.6 |
General and administrative | 336.9 | 361.2 | 1,112.8 | 1,033.9 |
Amortization | 1,781 | 1,609.1 | 5,274.9 | 4,831.9 |
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 |
Asset sales and impairments, net | 3,874.8 | (4.7) | 3,896.2 | (24) |
Total operating expenses | 8,056.6 | 3,888.6 | 17,445.3 | 11,631.8 |
Operating (loss) | (4,022.3) | (266.4) | (5,830.7) | (925.5) |
Non-Operating income (expense): | ||||
Interest income | 11.1 | 18.1 | 53 | 23.5 |
Interest (expense) | (265.2) | (324.3) | (832.3) | (1,002.9) |
Other (expense) income, net | (1,310.3) | 33.6 | (3,366.6) | 184.2 |
Total other income (expense), net | (1,564.4) | (272.6) | (4,145.9) | (795.2) |
Income / (loss) before income taxes and noncontrolling interest | (5,586.7) | (539) | (9,976.6) | (1,720.7) |
(Benefit) for income taxes | (1,638.8) | (158.9) | (2,752.1) | (825.8) |
Net income / (loss) from continuing operations, net of tax | (3,947.9) | (380.1) | (7,224.5) | (894.9) |
(Loss) / income from discontinued operations, net of tax | (6.1) | 15,601.9 | (17.6) | 15,873.2 |
Net (loss) / income | (3,954) | 15,221.8 | (7,242.1) | 14,978.3 |
(Income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) |
Net (loss) / income attributable to ordinary shareholders | (3,955.7) | 15,220 | (7,246.8) | 14,974 |
Dividends on preferred shares | 69.6 | 69.6 | 208.8 | 208.8 |
Net (loss) /income attributable to ordinary shareholders | $ (4,025.3) | $ 15,150.4 | $ (7,455.6) | $ 14,765.2 |
(Loss) / income per share attributable to ordinary shareholders - basic: | ||||
Continuing operations | $ (12.05) | $ (1.15) | $ (22.23) | $ (2.81) |
Discontinued operations | (0.02) | 39.73 | (0.05) | 40.25 |
Net (loss) / income per share - basic | (12.07) | 38.58 | (22.28) | 37.44 |
(Loss) / income per share attributable to ordinary shareholders - diluted: | ||||
Continuing operations | (12.05) | (1.15) | (22.23) | (2.81) |
Discontinued operations | (0.02) | 39.73 | (0.05) | 40.25 |
Net (loss) /income per share - diluted | (12.07) | $ 38.58 | (22.28) | $ 37.44 |
Dividends per ordinary share | $ 0.70 | $ 2.10 | ||
Weighted average shares outstanding: | ||||
Basic | 333.5 | 392.7 | 334.6 | 394.4 |
Diluted | 333.5 | 392.7 | 334.6 | 394.4 |
Warner Chilcott Limited [Member] | ||||
Net revenues | $ 4,034.3 | $ 3,622.2 | $ 11,614.6 | $ 10,706.3 |
Operating expenses: | ||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 |
Research and development | 442.6 | 622.8 | 1,691.9 | 1,662.4 |
Selling and marketing | 832.8 | 796 | 2,637.1 | 2,429.6 |
General and administrative | 277.2 | 312.2 | 1,039.2 | 966.2 |
Amortization | 1,781 | 1,609.1 | 5,274.9 | 4,831.9 |
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 |
Asset sales and impairments, net | 3,874.8 | (4.7) | 3,896.2 | (24) |
Total operating expenses | 7,996.9 | 3,839.6 | 17,371.7 | 11,564.1 |
Operating (loss) | (3,962.6) | (217.4) | (5,757.1) | (857.8) |
Non-Operating income (expense): | ||||
Interest income | 37.9 | 18.1 | 126.5 | 23.5 |
Interest (expense) | (265.2) | (324.3) | (832.3) | (1,002.9) |
Other (expense) income, net | (1,310.3) | 33.6 | (3,366.6) | 34.2 |
Total other income (expense), net | (1,537.6) | (272.6) | (4,072.4) | (945.2) |
Income / (loss) before income taxes and noncontrolling interest | (5,500.2) | (490) | (9,829.5) | (1,803) |
(Benefit) for income taxes | (1,638.8) | (158.9) | (2,752.1) | (825.8) |
Net income / (loss) from continuing operations, net of tax | (3,861.4) | (331.1) | (7,077.4) | (977.2) |
(Loss) / income from discontinued operations, net of tax | (6.1) | 15,601.9 | (17.6) | 15,873.2 |
Net (loss) / income | (3,867.5) | 15,270.8 | (7,095) | 14,896 |
(Income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) |
Net (loss) / income attributable to ordinary shareholders | (3,869.2) | 15,269 | (7,099.7) | 14,891.7 |
Net income attributable to members | $ (3,869.2) | $ 15,269 | $ (7,099.7) | $ 14,891.7 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) / Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||||
Net (loss) / income | $ (3,954) | $ 15,221.8 | $ (7,242.1) | $ 14,978.3 | ||
Other comprehensive income | ||||||
Foreign currency translation gains / (losses) | 280.8 | (19.1) | 1,141.2 | 173.8 | ||
Net impact of other-than-temporary loss on investment in Teva securities | (207.7) | 1,599.4 | ||||
Impact of Teva Transaction | 1,544.8 | 1,544.8 | ||||
Unrealized gains / (losses), net of tax | 13.1 | (609.3) | 9 | (625.2) | ||
Total other comprehensive income / (loss), net of tax | 86.2 | 916.4 | $ 2,663.4 | $ 177 | 2,749.6 | 1,093.4 |
Comprehensive (loss) / income | (3,867.8) | 16,138.2 | (4,492.5) | 16,071.7 | ||
Comprehensive (income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) | ||
Comprehensive (loss) / income attributable to ordinary shareholders | $ (3,869.5) | $ 16,136.4 | $ (4,497.2) | $ 16,067.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net (loss) / income | $ (7,242.1) | $ 14,978.3 |
Reconciliation to net cash provided by operating activities: | ||
Depreciation | 123.2 | 117.6 |
Amortization | 5,274.9 | 4,836.7 |
Provision for inventory reserve | 77.3 | 162.7 |
Share-based compensation | 220.8 | 269.9 |
Deferred income tax benefit | (3,205.3) | (517.1) |
Pre-tax gain on sale of generics business | (24,203.1) | |
Non-cash tax effect of gain on sale of generics business | 5,749.9 | |
In-process research and development impairments | 1,245.3 | 316.9 |
Loss / (gain) on asset sales and impairments, net | 3,896.2 | (24) |
Amortization of inventory step-up | 126.2 | 42.4 |
Non-cash extinguishment of debt | (8.2) | |
Amortization of deferred financing costs | 19.6 | 44.6 |
Contingent consideration adjustments, including accretion | (51.6) | 76.7 |
Other, net | (18.2) | (16) |
Changes in assets and liabilities (net of effects of acquisitions): | ||
Decrease / (increase) in accounts receivable, net | (138.5) | (40.4) |
Decrease / (increase) in inventories | (107.7) | (221.6) |
Decrease / (increase) in prepaid expenses and other current assets | 45.8 | 158.9 |
Increase / (decrease) in accounts payable and accrued expenses | (356.3) | 331.9 |
Increase / (decrease) in income and other taxes payable | 646.1 | (131.6) |
Increase / (decrease) in other assets and liabilities | 4 | (397.5) |
Net cash provided by / (used in) operating activities | 3,825 | 1,535.2 |
Cash Flows From Investing Activities: | ||
Additions to property, plant and equipment | (234) | (250.5) |
Additions to product rights and other intangibles | (604.3) | |
Sale of generics business | 33,304.5 | |
Additions to investments | (8,433.8) | (15,445.5) |
Proceeds from sale of investments and other assets | 14,474.4 | 40 |
Proceeds from sales of property, plant and equipment | 5.8 | 33.3 |
Acquisitions of businesses, net of cash acquired | (5,290.4) | (74.5) |
Net cash (used in) / provided by investing activities | (82.3) | 17,607.3 |
Cash Flows From Financing Activities: | ||
Proceeds from borrowings of long-term indebtedness, including credit facility | 3,025 | 1,050 |
Debt issuance and other financing costs | (17.5) | |
Payments on debt, including capital lease obligations and credit facility | (5,579.2) | (10,831) |
Proceeds from stock plans | 167.2 | 138 |
Payments of contingent consideration and other financing | (515.2) | (77.7) |
Repurchase of ordinary shares | (36.4) | (2,758.6) |
Dividends paid | (917) | (208.8) |
Net cash (used in) financing activities | (3,873.1) | (12,688.1) |
Effect of currency exchange rate changes on cash and cash equivalents | 19.1 | 4.3 |
Net (decrease) / increase in cash and cash equivalents | (111.3) | 6,458.7 |
Cash and cash equivalents at beginning of period | 1,724 | 1,096 |
Cash and cash equivalents at end of period | 1,612.7 | 7,554.7 |
Supplemental Disclosures of Cash Flow Information | ||
Other income taxes paid, net of refunds | (173.6) | 339 |
Cash payments of interest | 988.8 | 1,144.5 |
Taxes paid in connection with the sale of the generics business | 2,571.7 | |
Schedule of Non-Cash Investing and Financing Activities: | ||
Non-cash equity issuance for the acquisition of Zeltiq net assets | 8.5 | |
Deferred consideration for the acquisition of Zeltiq | 13.5 | |
Dividends accrued | 24.6 | 24.2 |
Teva [Member] | ||
Reconciliation to net cash provided by operating activities: | ||
Deferred income tax benefit | 5,273.9 | |
Pre-tax gain on sale of generics business | (24,202.7) | |
Net income impact of other-than-temporary loss on investment in Teva securities | 3,273.5 | |
Cash Flows From Investing Activities: | ||
Sale of generics business | 33,304.5 | |
Schedule of Non-Cash Investing and Financing Activities: | ||
Receipt of ordinary shares in connection with the sale of the generics business | 5,038.6 | |
Warner Chilcott Limited [Member] | ||
Cash Flows From Operating Activities: | ||
Net (loss) / income | (7,095) | 14,896 |
Reconciliation to net cash provided by operating activities: | ||
Depreciation | 123.2 | 117.6 |
Amortization | 5,274.9 | 4,836.7 |
Provision for inventory reserve | 77.3 | 162.7 |
Share-based compensation | 220.8 | 269.9 |
Deferred income tax benefit | (3,205.3) | (517.1) |
Pre-tax gain on sale of generics business | (24,203.1) | |
Non-cash tax effect of gain on sale of generics business | 5,749.9 | |
In-process research and development impairments | 1,245.3 | 316.9 |
Loss / (gain) on asset sales and impairments, net | 3,896.2 | (24) |
Amortization of inventory step-up | 126.2 | 42.4 |
Non-cash extinguishment of debt | (8.2) | |
Amortization of deferred financing costs | 19.6 | 44.6 |
Contingent consideration adjustments, including accretion | (51.6) | 76.7 |
Other, net | (18.2) | (16) |
Changes in assets and liabilities (net of effects of acquisitions): | ||
Decrease / (increase) in accounts receivable, net | (138.5) | (40.4) |
Decrease / (increase) in inventories | (107.7) | (221.6) |
Decrease / (increase) in prepaid expenses and other current assets | 47.4 | 156.8 |
Increase / (decrease) in accounts payable and accrued expenses | (330.7) | 361.5 |
Increase / (decrease) in income and other taxes payable | 646.1 | (131.6) |
Increase / (decrease) in other assets and liabilities | (32.9) | (1,899.4) |
Net cash provided by / (used in) operating activities | 3,962.4 | (21.5) |
Cash Flows From Investing Activities: | ||
Additions to property, plant and equipment | (234) | (250.5) |
Additions to product rights and other intangibles | (604.3) | |
Sale of generics business | 33,304.5 | |
Additions to investments | (8,433.8) | (15,445.5) |
Proceeds from sale of investments and other assets | 14,474.4 | 40 |
Proceeds from sales of property, plant and equipment | 5.8 | 33.3 |
Acquisitions of businesses, net of cash acquired | (5,290.4) | (74.5) |
Net cash (used in) / provided by investing activities | (82.3) | 17,607.3 |
Cash Flows From Financing Activities: | ||
Proceeds from borrowings on credit facility and other | 1,050 | |
Proceeds from borrowings of long-term indebtedness, including credit facility | 3,025 | 1,050 |
Debt issuance and other financing costs | (17.5) | |
Payments on debt, including capital lease obligations and credit facility | (5,579.2) | (10,831) |
Payments of contingent consideration and other financing | (515.2) | (77.7) |
Dividend to Parent | (917) | (1,244.8) |
Net cash (used in) financing activities | (4,003.9) | (11,103.5) |
Effect of currency exchange rate changes on cash and cash equivalents | 19.1 | 4.3 |
Net (decrease) / increase in cash and cash equivalents | (104.7) | 6,486.6 |
Cash and cash equivalents at beginning of period | 1,713.2 | 1,036.2 |
Cash and cash equivalents at end of period | 1,608.5 | $ 7,522.8 |
Schedule of Non-Cash Investing and Financing Activities: | ||
Non-cash dividends to Parent | 4,203.9 | |
Teva [Member] | ||
Reconciliation to net cash provided by operating activities: | ||
Net income impact of other-than-temporary loss on investment in Teva securities | 3,273.5 | |
Teva [Member] | Warner Chilcott Limited [Member] | ||
Reconciliation to net cash provided by operating activities: | ||
Net income impact of other-than-temporary loss on investment in Teva securities | $ 3,273.5 |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Income / (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net (loss) / income | $ (3,954) | $ 15,221.8 | $ (7,242.1) | $ 14,978.3 |
Other comprehensive income | ||||
Foreign currency translation gains / (losses) | 280.8 | (19.1) | 1,141.2 | 173.8 |
Net impact of other-than-temporary loss on investment in Teva securities | (207.7) | 1,599.4 | ||
Impact of Teva Transaction | 1,544.8 | 1,544.8 | ||
Unrealized gains / (losses), net of tax | 13.1 | (609.3) | 9 | (625.2) |
Total other comprehensive income / (loss), net of tax | 86.2 | 916.4 | 2,749.6 | 1,093.4 |
Comprehensive (loss) / income | (3,867.8) | 16,138.2 | (4,492.5) | 16,071.7 |
Comprehensive (income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) |
Comprehensive (loss) / income attributable to ordinary shareholders | (3,869.5) | 16,136.4 | (4,497.2) | 16,067.4 |
Warner Chilcott Limited [Member] | ||||
Net (loss) / income | (3,867.5) | 15,270.8 | (7,095) | 14,896 |
Other comprehensive income | ||||
Foreign currency translation gains / (losses) | 280.8 | (19.1) | 1,141.2 | 173.8 |
Net impact of other-than-temporary loss on investment in Teva securities | (207.7) | 1,599.4 | ||
Impact of Teva Transaction | 1,544.8 | 1,544.8 | ||
Unrealized gains / (losses), net of tax | 13.1 | (609.3) | 9 | (625.2) |
Total other comprehensive income / (loss), net of tax | 86.2 | 916.4 | 2,749.6 | 1,093.4 |
Comprehensive (loss) / income | (3,781.3) | 16,187.2 | (4,345.4) | 15,989.4 |
Comprehensive (income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) |
Comprehensive (loss) / income attributable to ordinary shareholders | $ (3,783) | $ 16,185.4 | $ (4,350.1) | $ 15,985.1 |
General
General | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General | NOTE 1 — General Allergan plc is a global pharmaceutical company and a leader in a new industry model – Growth Pharma. Allergan is focused on developing, manufacturing and commercializing branded pharmaceutical (“brand,” “branded” or “specialty brand”) The Company has operations in more than 100 countries. Warner Chilcott Limited is an indirect wholly-owned subsidiary of Allergan plc and has the same principal business activities. On August 2, 2016 we completed the divestiture of our global generics business and certain other assets to Teva Pharmaceutical Industries Ltd. (“Teva”) (the “Teva Transaction”) in exchange for which we received $33.3 billion in cash, net of cash acquired by Teva, which includes estimated working capital and other contractual adjustments, and 100.3 million unregistered Teva ordinary shares (or American Depository Shares with respect thereto), which at the time of the closing approximated $5.0 billion in value using the closing date Teva opening stock price discounted at a rate of 5.9 percent due to the lack of marketability (“Teva Shares”). As part of the Teva Transaction, Teva acquired our global generics business, including the United States (“U.S.”) and international generic commercial units, our third-party supplier Medis, our global generic manufacturing operations, our global generic research and development (“R&D”) unit, our international over-the-counter (“OTC”) commercial unit (excluding OTC eye care products) and certain established international brands. On October 3, 2016, the Company completed the divestiture of the Anda Distribution business to Teva for $500.0 million. The Anda Distribution business distributed generic, branded, specialty and OTC pharmaceutical products from more than 300 manufacturers to retail independent and chain pharmacies, nursing homes, mail order pharmacies, hospitals, clinics and physician offices across the U.S. The Company recognized a combined gain on the sale of the Anda Distribution business and the Teva Transaction of $15,932.2 million in the year ended December 31, 2016, as well as deferred liabilities relating to other elements of our arrangements with Teva of $299.2 million. In the three and nine months ended September 30, 2016, the Company recognized a gain on the sale of the generics business of $15,881.5 million. As a result of the Teva Transaction and the divestiture of the Company’s Anda Distribution business, and in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) number 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” the financial results of the businesses held for sale have been reclassified to discontinued operations for all periods presented in our consolidated financial statements. The results of our discontinued operations include the results of our generic product development, manufacturing and distribution of off-patent pharmaceutical products, certain established international brands marketed similarly to generic products and out-licensed generic pharmaceutical products primarily in Europe through our Medis third-party business through August 2, 2016, as well as our Anda Distribution business through October 3, 2016. 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, 2016 (“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 (loss) / income 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 (loss) / income and cash flows for the interim periods are not necessarily indicative of the results of operations, comprehensive (loss) / income 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. |
Reconciliation of Warner Chilco
Reconciliation of Warner Chilcott Limited Results to Allergan plc Results | 9 Months Ended |
Sep. 30, 2017 | |
Adjusted Earnings Before Interest Taxes Depreciation And Amortization And Other Non Cash Items [Abstract] | |
Reconciliation of Warner Chilcott Limited Results to Allergan 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, the ultimate parent of the group, (together with other Warner Chilcott Limited parents, the “Parents”). The results of Warner Chilcott Limited are consolidated into the results of Allergan plc. Due to the deminimis activity between Warner Chilcott Limited and the Parents (including Allergan plc), content throughout this filing relates 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 financial position and results of operations of Warner Chilcott Limited to Allergan plc ($ in millions): As of September 30, 2017 As of December 31, 2016 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference Cash and cash equivalents $ 1,612.7 $ 1,608.5 $ 4.2 $ 1,724.0 $ 1,713.2 $ 10.8 Prepaid expenses and other current assets 962.6 961.0 1.6 1,383.4 1,382.1 1.3 Accounts payable and accrued liabilities 4,541.7 4,516.1 25.6 5,019.0 4,993.3 25.7 Other long-term liabilities 1,007.0 1,007.0 - 1,085.0 1,086.0 (1.0 ) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 336.9 $ 277.2 $ 59.7 $ 1,112.8 $ 1,039.2 $ 73.6 Operating (loss) (4,022.3 ) (3,962.6 ) (59.7 ) (5,830.7 ) (5,757.1 ) (73.6 ) Total other (expense), net (1,564.4 ) (1,537.6 ) (26.8 ) (4,145.9 ) (4,072.4 ) (73.5 ) (Loss) before income taxes and noncontrolling interest (5,586.7 ) (5,500.2 ) (86.5 ) (9,976.6 ) (9,829.5 ) (147.1 ) Net (loss) from continuing operations, net of tax (3,947.9 ) (3,861.4 ) (86.5 ) (7,224.5 ) (7,077.4 ) (147.1 ) Net (loss) (3,954.0 ) (3,867.5 ) (86.5 ) (7,242.1 ) (7,095.0 ) (147.1 ) Dividends on preferred shares 69.6 - 69.6 208.8 - 208.8 Net (loss) attributable to ordinary shareholders/members (4,025.3 ) (3,869.2 ) (156.1 ) (7,455.6 ) (7,099.7 ) (355.9 ) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 361.2 $ 312.2 $ 49.0 $ 1,033.9 $ 966.2 $ 67.7 Operating (loss) (266.4 ) (217.4 ) (49.0 ) (925.5 ) (857.8 ) (67.7 ) Total other (expense), net (272.6 ) (272.6 ) - (795.2 ) (945.2 ) 150.0 (Loss) before income taxes and noncontrolling interest (539.0 ) (490.0 ) (49.0 ) (1,720.7 ) (1,803.0 ) 82.3 Net (loss) from continuing operations, net of tax (380.1 ) (331.1 ) (49.0 ) (894.9 ) (977.2 ) 82.3 Net income 15,221.8 15,270.8 (49.0 ) 14,978.3 14,896.0 82.3 Dividends on preferred shares 69.6 - 69.6 208.8 - 208.8 Net income attributable to ordinary shareholders/members 15,150.4 15,269.0 (118.6 ) 14,765.2 14,891.7 (126.5 ) The difference between general and administrative expenses in the three and nine months ended September 30, 2017 and 2016 were due to corporate related expenses incurred at Allergan plc as well as transaction costs. The difference in other (expense), net in the nine months ended September 30, 2016 related to the payment received by Allergan plc relating to the reimbursement of expenses associated with the termination of the merger agreement with Pfizer, Inc. Movements in equity are due to historical differences in the results of operations of the companies and differences in equity awards. As of September 30, 2017 and December 31, 2016, Warner Chilcott Limited had $5.3 billion and $9.3 billion in Receivables from Parents, respectively. As of September 30, 2017 and December 31, 2016, Warner Chilcott Limited had $4.0 billion and $4.0 billion in Non-current Receivables from the Parents, respectively. These receivables related to intercompany loans between Allergan plc and each of Allergan Capital S.à.r.l. (formerly known as Actavis Capital S.à.r.l.) and Forest Finance B.V., subsidiaries of Warner Chilcott Limited. These loans are interest-bearing loans with varying term dates. Total interest income recognized during the three and nine months ended September 30, 2017 was $26.8 million and $73.5 million, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 included in the Annual Report. Reclassifications In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. As a result of implementation of this guidance, effective January 1, 2017, the Company reduced previously reported Retained Earnings by $62.4 million and increased previously reported Additional-Paid-In-Capital by $62.4 million. In addition, the Company decreased its net Deferred Tax Liabilities and increased Retained Earnings by $20.8 million for the tax impact of this change. The Company also revised its presentation of previously reported cash flows by eliminating the presentation of “Excess tax benefit from stock-based compensation” which raised operating cash flows and reduced financing cash flows for the nine months ended September 30, 2016 by $26.6 million. Revenue Recognition 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 persuasive evidence of an arrangement, reasonable assurance of collection of sales proceeds, and the seller’s price to the buyer to be fixed or determinable. 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, 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 sales returns and allowances (“SRAs”). Royalty and commission revenue is recognized as a component of net revenues in accordance with the terms of the applicable contractual agreements when collectability is reasonably assured and when revenue can be reasonably measured. 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 depending on whether we have the right of offset with the customer. 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. Accounts receivable balances in the Company’s consolidated financial statements are presented net of SRA estimates. SRA balances in accounts receivable were $204.9 million and $287.4 million at September 30, 2017 and December 31, 2016, respectively. SRA balances within accounts payable and accrued expenses were $1,985.4 million and $1,891.4 million at September 30, 2017 and December 31, 2016, respectively. The movements in the SRA reserve balances in the nine months ended September 30, 2017 are as follows ($ in millions): Balance as of December 31, 2016 $ 2,178.8 Provision to reduce gross product sales to net product sales 5,914.5 Acquired balances in the LifeCell and Zeltiq acquisitions 41.3 Payments and other (5,944.3 ) Balance as of September 30, 2017 $ 2,190.3 The SRA provisions recorded to reduce gross product sales to net product sales, excluding discontinued operations, were as follows ($ in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Gross product sales $ 5,994.9 $ 5,332.9 $ 17,265.7 $ 15,727.7 Provisions to reduce gross product sales to net product sales (2,044.6 ) (1,757.3 ) (5,914.5 ) (5,153.0 ) Net product sales $ 3,950.3 $ 3,575.6 $ 11,351.2 $ 10,574.7 Percentage of SRA provisions to gross sales 34.1 % 33.0 % 34.3 % 32.8 % The increase in SRA provisions to reduce gross product sales to net product sales was attributable primarily to the US business with higher rebates to maintain broad coverage for key brands, an increase in coupon/co-pay program participation and an annual price increase which drove increases in statutory Medicaid and chargeback related discounts. 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. 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 income / (loss) and income / (loss) 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, if there is no future alternative use or ability to sell the asset. 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 and 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 The Company evaluated goodwill for five reporting units during the second quarter of 2017. The Company performed its annual impairment test utilizing long-term growth rates for its reporting units ranging from 0.0% to 2.0% in its estimation of fair value and discount rates ranging from 7.5% to 8.5%. 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. As part of the annual IPR&D impairment test performed by the Company during 2017, the following impairments were recorded: • The Company impaired a CNS IPR&D project obtained as part of the Allergan acquisition by $486.0 million related to an anticipated approval delay due to certain product specifications; • The Company impaired a women’s healthcare IPR&D project by $91.3 million based on the Company’s intention to divest the non-strategic asset; • The Company impaired an IPR&D eye care project obtained as part of the Allergan acquisition by $44.0 million as a result of a decrease in projected cash flows due to a decline in market demand assumptions; • The Company impaired an IPR&D asset acquired as part of the Warner Chilcott acquisition by $57.0 million ($278.0 million in the nine months ended September 30, 2017) due to a delay in anticipated launch of a women’s healthcare project coupled with an anticipated decrease in product demand; and • The Company impaired an IPR&D eye care project obtained as part of the Allergan acquisition by $20.0 million. In addition to the Company’s annual IPR&D impairment test, the Company noted the following IPR&D impairments based on triggering events during the nine months ended September 30, 2017: • The Company recorded IPR&D impairments of $164.0 million related to other Dry Eye IPR&D assets obtained in the Allergan acquisition as a result of the dry eye market going generic; • The Company impaired an IPR&D medical aesthetics project obtained as part of the Allergan acquisition by $17.0 million; and • The Company terminated its License, Transfer and Development Agreement for SER-120 (nocturia) with Serenity Pharmaceuticals, LLC. As a result of this termination, the Company recorded an impairment of $140.0 million on the IPR&D intangible asset obtained as part of the Allergan acquisition during the first quarter of 2017. During the nine months ending September 30, 2016, the Company impaired an international eye care pipeline project of $35.0 million based on a decrease in projected cash flows due to market conditions as well as an impairment of $20.0 million for a specified indication of a Botox therapeutic product based on a decrease in projected cash flows due to a decline in market demand assumptions, a women’s healthcare project for $24.0 million and osteoarthritis for approximately $190.0 million based on clinical results and during the three and nine months ended September 30, 2016, the Company impaired a gastroenterology project for $42.0 million based on the lack of future availability of active pharmaceutical ingredients. Litigation and Contingencies The Company is involved in various legal proceedings in the normal course of its business, including product liability litigation, intellectual property litigation, employment litigation and other litigation. Additionally, the Company, in consultation with its counsel, assesses the need to record a liability for contingencies on a case-by-case basis in accordance with FASB Accounting Standards Codification (“ASC”) Topic 450 “Contingencies” (“ASC 450”). For more information on litigation and contingencies, refer to “NOTE 20 — Commitments and Contingencies” in this Quarterly Report. Earnings Per Share (“EPS”) The Company computes EPS in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of EPS to be disclosed: basic and diluted. Basic EPS is computed by dividing net (loss) / income by the weighted average ordinary shares outstanding during a period. Diluted EPS is based on the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the exercise of stock options and restricted stock units. Diluted EPS also includes the impact of ordinary share equivalents to be issued upon the mandatory conversion of the Company’s preferred shares. Ordinary share equivalents have been excluded where their inclusion would be anti-dilutive. A reconciliation of the numerators and denominators of basic and diluted EPS consisted of the following ($ in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net (loss) / income: Net (loss) attributable to ordinary shareholders excluding income from discontinued operations, net of tax $ (4,019.2 ) $ (451.5 ) $ (7,438.0 ) $ (1,108.0 ) (Loss) / income from discontinued operations, net of tax (6.1 ) 15,601.9 (17.6 ) 15,873.2 Net (loss) / income attributable to ordinary shareholders $ (4,025.3 ) $ 15,150.4 $ (7,455.6 ) $ 14,765.2 Basic weighted average ordinary shares outstanding 333.5 392.7 334.6 394.4 Basic EPS: Continuing operations $ (12.05 ) $ (1.15 ) $ (22.23 ) $ (2.81 ) Discontinued operations $ (0.02 ) $ 39.73 $ (0.05 ) $ 40.25 Net (loss) / income per share $ (12.07 ) $ 38.58 $ (22.28 ) $ 37.44 Dividends per ordinary share $ 0.70 $ - $ 2.10 $ - Diluted weighted average ordinary shares outstanding 333.5 392.7 334.6 394.4 Diluted EPS: Continuing operations $ (12.05 ) $ (1.15 ) $ (22.23 ) $ (2.81 ) Discontinued operations $ (0.02 ) $ 39.73 $ (0.05 ) $ 40.25 Net (loss) / income per share $ (12.07 ) $ 38.58 $ (22.28 ) $ 37.44 Stock awards to purchase 3.7 and 4.2 million ordinary shares for the three and nine months ended September 30, 2017, 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 17.7 million for the three and nine months ended September 30, 2017, 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. The impact of the share repurchase on basic EPS was 3.0 million weighted average shares and 1.3 million weighted average shares for the three and nine months ended September 30, 2017, respectively. Refer to “NOTE 16 –Shareholder’s Equity” for further discussion on the Company’s Share Repurchase Program. Stock awards to purchase 4.4 million and 4.7 million ordinary shares for the three and nine months ended September 30, 2016, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive for continuing operations and as such the treatment for discontinued operations is also anti-dilutive. The weighted average impact of ordinary share equivalents of 17.6 million for the three and nine months ended September 30, 2016, 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. 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 19 — Business Restructuring Charges” for more information. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), with an effective date for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The effective date for ASU 2014-09 was deferred by one year through the issuance of ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Subsequent to the issuance of ASU 2014-09, the FASB issued multiple updates which are intended to improve the operability and understandability of the implementation guidance, and to provide clarifying guidance in certain narrow areas and add some practical expedients, which include guidance on principal versus agent considerations; identifying performance obligations; licensing implementation guidance; assessing the specific collectability criterion and accounting for certain contracts; presentation of sales taxes and other similar taxes collected from customers; noncash consideration; contract modifications at transition; and completed contracts at transition. The adoption of this guidance is not anticipated to have a material impact on the Company’s financial position or results of operations as the Company's sales primarily relate to standard bill and ship terms of pharmaceutical products to customers. The Company will adopt this standard in 2018 using the modified retrospective approach. In February 2016, the FASB issued ASU 2016-02, which states that a lessee should recognize the assets and liabilities that arise from leases. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the impact that this pronouncement will have on our financial position and results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is evaluating the impact, if any, that this pronouncement will have on our financial position and results of operations. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. The amendments to the guidance require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of the amendments are intellectual property and property, plant, and equipment. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. While the Company has not completed its assessment, the adoption of the guidance may have a material impact on the Company’s financial position. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments to the guidance are intended to help companies evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. This amendment introduces an initial required screening that, if met, eliminates the need for further assessment. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. To be a business without outputs, there will need to be an organized workforce. The ASU also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. These amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The changes to the definition of a business may result in more acquisitions being accounted for as asset acquisitions. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments to the guidance eliminate Step 2 from the goodwill impairment test. The goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. These amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. These amendments should be applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition. These amendments are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of these amendments are not anticipated to have a material impact on the Company’s financial position or results of operations. In March 2017, the FASB issued ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments to the guidance require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. In addition, the amendments also allow only the service cost component to be eligible for capitalization when applicable. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company does not anticipate the standard having an impact on our financial position and results of operations. In March 2017, The FASB issued Accounting Standards Update (ASU) 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date, but does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Entities are required to apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The entity is required to provide disclosures about a change in accounting principle in the period of adoption. The Company is evaluating the impact these amendments will have on our financial position and results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) — Scope of Modification Accounting. ASU 2017-09 applies to entities that change the terms or conditions of a share-based payment award. The amendments to the guidance in ASU 2017-09 include guidance on determining changes to the terms and conditions of share-based payment awards and require an entity to apply modification accounting under Topic 718 unless all of the following conditions are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and should be applied prospectively to an award modified on or after the adoption date. The adoption of these amendments are not anticipated to have a material impact on the Company’s financial position or results of operations. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) — Targeted Improvements to Accounting for Hedging Activities. The amendments to the guidance will better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The amendments also make certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted in any interim period or fiscal years before the effective date of the amendments. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments. The amended presentation and disclosure guidance is required only prospectively. The Company is evaluating the impact the amendments will have on our financial positions and results of operations. |
Acquisitions and Other Agreemen
Acquisitions and Other Agreements | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Other Agreements | NOTE 4 — Acquisitions and Other Agreements 2017 Transactions The following are the significant transactions that were completed in the nine months ended September 30, 2017. Acquisitions Keller Medical, Inc. On June 23, 2017 the Company acquired Keller Medical, Inc. (“Keller”), a privately held medical device company and developer of the Keller Funnel ® ® ZELTIQ ® On April 28, 2017 the Company acquired Zeltiq ® Assets Acquired and Liabilities Assumed at Fair Value The Zeltiq 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 September 30, 2017, certain amounts relating to the valuation of tax related matters and intangible assets have not been finalized. The finalization of these matters may result in changes to goodwill. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation as of June 30, 2017 Measurement Period Adjustments Preliminary Valuation as of September 30, 2017 Cash and cash equivalents $ 36.7 $ - $ 36.7 Accounts receivable 47.0 - 47.0 Inventories 59.3 - 59.3 Property, plant and equipment 12.4 - 12.4 Intangible assets 1,185.0 - 1,185.0 Goodwill 1,204.6 (0.3 ) 1,204.3 Other assets 17.1 - 17.1 Accounts payable and accrued expenses (93.6 ) - (93.6 ) Deferred revenue (10.6 ) - (10.6 ) Deferred taxes, net (51.2 ) 0.3 (50.9 ) Other liabilities (1.3 ) - (1.3 ) Net assets acquired $ 2,405.4 $ - $ 2,405.4 IPR&D and Intangible Assets The estimated fair value of the intangible assets, including customer relationships, 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, other allocated costs, and working capital/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. This technique is referred to herein as the “IPR&D and Intangible Asset Valuation Technique.” The fair value of the intangible assets acquired in the Zeltiq Acquisition was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rate used to arrive at the present value for these acquired intangible assets ranged from 10.0% to 11.0% to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. The discount rate of the Zeltiq Acquisition was driven by the life-cycle stage of the products and the therapeutic indication. 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 ($ in millions): Amount recognized as of the acquisition date Weighted average useful lives (years) Definite-lived assets Consumables $ 985.0 6.7 System 43.0 3.7 Total CMP 1,028.0 Customer Relationships 157.0 6.6 Total definite-lived assets 1,185.0 Goodwill Among the reasons the Company acquired Zeltiq and the factors that contributed to the preliminary recognition of goodwill was the expansion of the Company’s leading medical aesthetics portfolio. Goodwill from the Zeltiq Acquisition of $ 958.4 Inventories The fair value of inventories acquired included an acquisition accounting fair market value step-up of $22.9 million. In the three and nine months ended September 30, 2017, the Company recognized $11.0 million and $22.9 million, respectively, as a component of cost of sales as the inventory acquired was sold to the Company’s customers. 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. LifeCell Corporation On February 1, 2017, the Company acquired LifeCell Corporation (“LifeCell”), a regenerative medicine company, for an acquisition accounting price of $2,883.1 million (the “LifeCell Acquisition”). The LifeCell Acquisition combines LifeCell's novel, regenerative medicines business, including its high-quality and durable portfolio of dermal matrix products, with Allergan's leading portfolio of medical aesthetic products, breast implants and tissue expanders. The acquisition of LifeCell expanded the Company’s medical aesthetics portfolio by adding Alloderm ® ® Assets Acquired and Liabilities Assumed at Fair Value The LifeCell Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. As of September 30, 2017, certain amounts relating to the valuation of tax related matters and intangible assets have not been finalized. The finalization of these matters may result in changes to goodwill. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation as of March 31, 2017 Measurement Period Adjustments Preliminary Valuation as of September 30, 2017 Cash and cash equivalents $ 8.7 $ - $ 8.7 Accounts receivable 50.8 - 50.8 Inventories 175.4 - 175.4 Property, plant and equipment, net 53.7 - 53.7 Currently marketed products ("CMP") intangible assets 2,010.0 - 2,010.0 In-process research and development ("IPR&D") intangible assets 10.0 - 10.0 Goodwill 1,469.8 (20.7 ) 1,449.1 Accounts payable and accrued expenses (149.6 ) - (149.6 ) Deferred tax liabilities, net (766.9 ) 20.7 (746.2 ) Other 21.2 - 21.2 Net assets acquired $ 2,883.1 $ - $ 2,883.1 IPR&D and Intangible Assets The fair value of the acquired intangible assets was determined using the IPR&D and Intangible Asset Valuation Technique. The discount rate used to arrive at the present value for these acquired intangible assets was 7.5% to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections in the LifeCell Acquisition. The discount rate of the LifeCell Acquisition was driven by the life-cycle stage of the products, the advanced nature of IPR&D projects, and IPR&D assets acquired and the therapeutic indication. 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 ($ in millions): Amount recognized as of the acquisition date Weighted average useful lives (years) Definite-lived assets Alloderm ® $ 1,385.0 6.9 Revolve ® 80.0 7.1 Strattice ® 320.0 5.1 Artia ® 115.0 8.8 Other 10.0 2.8 Total CMP 1,910.0 Customer Relationships 100.0 6.3 Total definite-lived assets 2,010.0 In-process research and development Other 10.0 Total IPR&D 10.0 Total intangible assets $ 2,020.0 Goodwill Among the reasons the Company acquired LifeCell and the factors that contributed to the preliminary recognition of goodwill was the expansion of the Company’s leading product portfolio. Goodwill from the LifeCell Acquisition of $ 1,449.1 Inventories The fair value of inventories acquired included an acquisition accounting fair market value step-up of $108.4 million. In the three and nine months ended September 30, 2017, the Company recognized $27.4 million and $103.3 million, respectively, as a component of cost of sales as the inventory acquired was sold to the Company’s customers. 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. Licenses and Other Transactions Accounted for as Asset Acquisitions Lyndra, Inc. On July 31, 2017, the Company entered into a collaboration, option and license agreement with Lyndra, Inc. (“Lyndra”) to develop orally administered ultra-long-acting (once-weekly) products for the treatment of Alzheimer’s disease and an additional, unspecified indication. The total upfront payment of $15.0 million was expensed as a component of R&D expense in the three and nine months ended September 30, 2017. The future option exercise payments, if any, and any future success based milestones relating to the licensed products of up to $85.0 million will be recorded if the corresponding events become probable. Editas Medicine, Inc. On March 14, 2017, the Company entered into a strategic alliance and option agreement with Editas Medicine, Inc. (“Editas”) for access to early stage, first-in-class eye care programs. Pursuant to the agreement, Allergan made an upfront payment of $90.0 million for the right to license up to five of Editas’ gene-editing programs in eye care, including its lead program for Leber Congenital Amaurosis (“LCA”), which is currently in pre-clinical development. Under the terms of the agreement, if an option is exercised, Editas is eligible to receive contingent research and development and commercial milestones plus royalties based on net sales. The Company concluded based on the stage of development of the assets, the lack of acquired employees and manufacturing, as well as the lack of certain other inputs and processes, that the transaction did not qualify as a business. The total upfront payment of $90.0 million was expensed as a component of R&D expense in the nine months ended September 30, 2017. The future option exercise payments, if any, and any future success based milestones relating to the licensed products will be recorded if the corresponding events become probable. Assembly Biosciences, Inc. On January 9, 2017, the Company entered into a licensing agreement with Assembly Biosciences, Inc. (“Assembly”) for the worldwide rights to Assembly’s microbiome gastrointestinal development programs. Under the terms of the agreement, the Company made an upfront payment to Assembly of $50.0 million for the exclusive, worldwide rights to develop and commercialize certain development compounds. Additionally, Assembly will be eligible to receive success-based development and commercial milestone payments plus royalties based on net sales. The Company and Assembly will generally share development costs through proof-of-concept (“POC”) studies, and Allergan will assume all post-POC development costs. The Company concluded based on the stage of development of the assets, the lack of acquired employees and manufacturing as well as the lack of certain other inputs and processes that the transaction did not qualify as a business. The total upfront payment of $50.0 million was expensed as a component of R&D expense in the nine months ended September 30, 2017 and the future success based milestone payments of up to $2,771.0 million will be recorded if the corresponding events become probable. Lysosomal Therapeutics, Inc. On January 9, 2017, the Company entered into a definitive agreement for the option to acquire Lysosomal Therapeutics, Inc. (“LTI”). LTI is focused on innovative small-molecule research and development in the field of neurodegeneration, yielding new treatment options for patients with severe neurological diseases. Pursuant to the agreement, Allergan acquired an option right directly from LTI shareholders to acquire LTI for $150.0 million plus future milestone payments following completion of a Phase 1b trial for LTI-291 as well as an upfront research and development payment. The Company concluded based on the stage of development of the assets, the lack of acquired employees and manufacturing, as well as the lack of certain other inputs and processes, that the transaction did not qualify as a business. The aggregate upfront payment of $145.0 million was recorded as a component of R&D expense in the nine months ended September 30, 2017. Other Transactions Saint Regis Mohawk Tribe On September 8, 2017, the Company entered into an agreement with the Saint Regis Mohawk Tribe, under which the Saint Regis Mohawk Tribe obtained the rights to Orange Book-listed patents covering Restasis ® 2016 Transactions The following are the significant transactions that were completed in the year ended December 31, 2016. Acquisitions Tobira On November 1, 2016, the Company acquired Tobira Therapeutics, Inc. (“Tobira”), a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for non-alcoholic steatohepatitis (“NASH”) and other liver diseases for an acquisition accounting purchase price of $570.1 million, plus contingent consideration of up to $49.84 per share in contingent value rights (“CVR”), or up to $1,101.3 million, that may be payable based on the successful completion of certain development, regulatory and commercial milestones (the “Tobira Acquisition”), of which $303.1 million was paid in the nine months ended September 30, 2017. The CVR had an acquisition date fair value of $479.0 million. The acquisition added Cenicriviroc and Evogliptin, two differentiated, complementary development programs for the treatment of the multi-factorial elements of NASH, including inflammation, metabolic syndromes and fibrosis, to Allergan's global gastroenterology R&D pipeline. Assets Acquired and Liabilities Assumed at Fair Value The Tobira Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation Measurement Period Adjustments Final Valuation Cash and cash equivalents $ 21.3 $ - $ 21.3 IPR&D intangible asset 1,357.0 - 1,357.0 Goodwill 112.7 (14.1 ) 98.6 Indebtedness (15.9 ) - (15.9 ) Contingent consideration (479.0 ) - (479.0 ) Deferred tax liabilities, net (395.9 ) 14.1 (381.8 ) Other assets and liabilities (30.1 ) - (30.1 ) Net assets acquired $ 570.1 $ - $ 570.1 Contingent Consideration As part of the Tobira Acquisition, the Company was required to pay the former shareholders of Tobira up to $1,101.3 million based on the timing of certain development, regulatory and commercial milestones, if any. The Company estimated the fair value of the contingent consideration to be $479.0 million using a probability weighted average approach that considered the possible outcomes of scenarios related to the specified product. Vitae Pharmaceuticals, Inc. On October 25, 2016, the Company acquired Vitae Pharmaceuticals, Inc. (“Vitae”), a clinical-stage biotechnology company for an acquisition accounting purchase price of $621.4 million (the “Vitae Acquisition”). The Vitae Acquisition strengthens Allergan’s dermatology product pipeline, with the addition of a Phase II, orally active RORyt (retinoic acid receptor-related orphan receptor gamma) inhibitor for the potential treatment of psoriasis and other autoimmune disorders. In addition, the Company expanded its pipeline with the acquisition of a Phase II atopic dermatitis drug candidate. Assets Acquired and Liabilities Assumed at Fair Value The transaction has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation Measurement Period Adjustments Final Valuation Cash and cash equivalents $ 44.7 $ - $ 44.7 Marketable securities 20.2 - 20.2 Property, plant and equipment, net 5.0 - 5.0 IPR&D assets 686.0 - 686.0 Assets held for sale 22.5 - 22.5 Goodwill 34.4 (3.8 ) 30.6 Other liabilities (20.7 ) - (20.7 ) Deferred tax liabilities, net (170.7 ) 3.8 (166.9 ) Net assets acquired $ 621.4 $ - $ 621.4 Assets held for sale The Company held for sale certain intangible assets acquired as part of the Vitae Acquisition for an acquisition accounting value of $22.5 million. In the nine months ended September 30, 2017, the Company sold these assets for $22.5 million. ForSight VISION 5 On September 23, 2016, the Company acquired ForSight VISION5, Inc. (“ForSight”), a privately held, clinical-stage biotechnology company focused on eye care, in an all cash transaction of approximately $95.0 million with an acquisition accounting purchase price of $74.5 million plus the payment of outstanding indebtedness of $14.8 million and other miscellaneous charges(the “ForSight Acquisition”). ForSight shareholders are eligible to receive contingent consideration of up to $125.0 million, which had an initial estimated fair value of $79.8 million, relating to commercialization milestones. The Company acquired ForSight for its lead development program, a peri-ocular ring designed for extended drug delivery and reducing elevated intraocular pressure (“IOP”) in glaucoma patients. Assets Acquired and Liabilities Assumed at Fair Value The ForSight Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation Measurement Period Adjustments Final Valuation Cash and cash equivalents $ 1.0 $ - $ 1.0 IPR&D intangible asset 158.0 - 158.0 Goodwill 51.6 (1.1 ) 50.5 Current liabilities (14.8 ) - (14.8 ) Contingent consideration (79.8 ) - (79.8 ) Deferred tax liabilities, net (38.3 ) 1.1 (37.2 ) Other (3.2 ) - (3.2 ) Net assets acquired $ 74.5 $ - $ 74.5 Licenses and Other Transactions Accounted for as Asset Acquisitions In the year ended December 31, 2016, none of the following completed transactions qualified as a business. The conclusion for each transaction was determined based on the stage of development of the specific assets acquired, the lack of acquired employees in the individual transactions and the lack of acquired manufacturing processes, as well as the lack of certain other inputs and processes. As a result, the initial consideration in these transactions was included as a component of R&D expenses in the year ended December 31, 2016 as follows ($ in millions): Initial Consideration AstraZeneca plc agreement in the three months ended December 31, 2016 $ 250.0 Motus Therapeutics, Inc. acquisition in the three months ended December 31, 2016 199.5 Chase Pharmaceuticals Corporation acquisition in the three months ended December 31, 2016 122.9 RetroSense Therapeutics, LLC license agreement in the three months ended September 30, 2016 59.7 Akarna Therapeutics, Ltd acquisition in the three months ended September 30, 2016 48.2 Topokine Therapeutics, Inc. acquisition in the three months ended June 30, 2016 85.8 Heptares Therapeutics Ltd. license agreement in the three months ended June 30, 2016 125.0 Anterios, Inc. acquisition in the three months ended March 31, 2016 89.2 2015 Transactions The following are the significant transactions that were completed in the year ended December 31, 2015. Acquisitions Allergan, Inc. On March 17, 2015, the Company completed the acquisition of Allergan, Inc. (“Legacy Allergan”). The addition of Legacy Allergan’s therapeutic franchises in ophthalmology, neurosciences and medical aesthetics/dermatology/plastic surgery complemented the Company’s existing central nervous system, gastroenterology, women’s health and urology franchises. The combined company benefited from Legacy Allergan’s global brand equity and consumer awareness of key products. The transaction also expanded our presence and market and product reach across many international markets, with strengthened commercial positions across Canada, Europe, Southeast Asia and other high-value growth markets, including China, India, the Middle East and Latin America. Inventories The fair value of inventories acquired included an acquisition accounting fair market value step-up of $923.9 million. In the nine months ended September 30, 2016, the Company recognized $21.6 million as a component of cost of sales as the inventory acquired was sold to the Company’s customers. Acquisition-Related Expenses As a result of the Allergan acquisition, the Company incurred the following transaction and integration costs in the three months ended September 30, 2017 and 2016, respectively ($ in millions): Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Cost of sales Stock-based compensation acquired for Legacy Allergan employees $ 1.1 $ 2.2 Acquisition, integration and restructuring related charges - 6.6 Research and development Stock-based compensation acquired for Legacy Allergan employees 5.8 9.3 Acquisition, integration and restructuring related charges - 6.8 Selling and marketing Stock-based compensation acquired for Legacy Allergan employees 7.5 15.8 Acquisition, integration and restructuring related charges - (1.2 ) General and administrative Stock-based compensation acquired for Legacy Allergan employees 2.9 9.9 Acquisition, integration and restructuring related charges - 50.4 Total transaction and integration costs $ 17.3 $ 99.8 As a result of the Allergan acquisition, the Company incurred the following transaction and integration costs in the nine months ended September 30, 2017 and 2016, respectively ($ in millions): Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Cost of sales Stock-based compensation acquired for Legacy Allergan employees $ 3.8 $ 7.4 Acquisition, integration and restructuring related charges 0.9 12.4 Research and development Stock-based compensation acquired for Legacy Allergan employees 19.7 32.6 Acquisition, integration and restructuring related charges 0.5 10.6 Selling and marketing Stock-based compensation acquired for Legacy Allergan employees 21.4 53.0 Acquisition, integration and restructuring related charges - 11.7 General and administrative Stock-based compensation acquired for Legacy Allergan employees 10.3 28.2 Acquisition, integration and restructuring related charges 9.2 144.0 Total transaction and integration costs $ 65.8 $ 299.9 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Global Generics [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Discontinued Operations | NOTE 5 — Discontinued Operations Global Generics Business On July 27, 2015, the Company announced that it entered into the Teva Transaction, which closed on August 2, 2016. As a result of the Teva Transaction, the Company holds equity in Teva and purchases product manufactured by Teva for sale in our US General Medicine segment as part of ongoing transitional service and contract manufacturing agreements. The Company notes the following reconciliation of the proceeds received in the Teva Transaction to the gain recognized in income from discontinued operations for the nine months ended September 30, 2016 ($ in millions): Net cash proceeds received $ 33,304.5 August 2, 2016 fair value of Teva shares 5,038.6 Total Proceeds $ 38,343.1 Net assets sold to Teva, excluding cash (12,076.7 ) Other comprehensive income disposed (1,544.8 ) Deferral of proceeds relating to additional elements of agreements with Teva (518.9 ) Pre-tax gain on sale of generics business $ 24,202.7 Income taxes (8,321.2 ) Net gain on sale of generics business $ 15,881.5 In October 2016, pursuant to our agreement with Teva, Teva provided the Company with its proposed estimated adjustment to the closing date working capital balance. The Company disagrees with Teva’s proposed adjustment, and, pursuant to our agreement with Teva, each of the Company’s and Teva’s proposed adjustments have been submitted to arbitration (“Working Capital Arbitration”) to determine the working capital amount in accordance with GAAP as applied by the Company consistent with past practice. Teva initially proposed an adjustment of approximately $1.4 billion and subsequently submitted a revised adjustment of approximately $1.5 billion to the arbitrator, and the final amount of any contractual adjustment as determined in accordance with the Working Capital Arbitration could vary materially from the adjustment calculated by the Company and would be reflected in our financial statements for discontinued operations. In addition, on October 30, 2017, Teva submitted a Notice of Direct and Third Party Claims seeking indemnification for virtually all of the same items for which Teva is seeking a proposed adjustment in the Working Capital Arbitration as well as several new items as to which no quantity of damages has been asserted, and which the Company is currently evaluating, and the Company has not determined that a loss is probable or estimable as to those additional items. Teva is not entitled to a “double recovery” for the same damages in the Working Capital Arbitration and under an indemnification theory and is subject to further limitations on recovery as set forth in the Master Purchase Agreement under which the global generics business was sold. Any adjustment to the Company’s proceeds from the Teva Transaction as a result of the Working Capital Arbitration or the indemnification claims could have a material adverse effect on the Company’s results of operations and cash flows, including the Company’s fiscal year 2017 results of operations and fiscal year 2018 cash flows. In the event the Working Capital Arbitration goes forward as scheduled, the Company anticipates a decision from the Working Capital Arbitration in the first quarter of 2018 in accordance with the current timeline agreed by the parties and arbitrator. Any potential resolution of the claims for indemnity will be subject to additional assertions of claims by Teva at a later date. Disputes related to matters asserted for indemnification would be subject to judicial resolution in accordance with the Master Purchase Agreement. The fair value of Teva Shares owned are recorded within “Marketable securities” on the Company’s Consolidated Balance Sheet. The closing Teva Transaction date opening stock price discounted at a rate of 5.9 percent due to the lack of marketability was used to initially value the shares. 1,978.0 As of September 30, 2017, the value of the Teva Shares was $1,765.1 million, which included no discount rate due to the lack of marketability as the restrictions have been lifted. At September 30, 2017, the Company determined that the decline in value since March 31, 2017 was other-than-temporary. As a result, the Company impaired the value of its investment by $1,295.5 million at September 30, 2017 as a component of other (expense) income (other-than-temporary impairment for the nine months ended September 30, 2017 totaled $3,273.5 million). The determination was made based on the amount of time that the stock price had been below the carrying value, intentions regarding the potential holding period of the shares, and the materiality of the decline in share price. The Company will continue to monitor the share price and additional impairments to the investment may occur. On October 3, 2016, the Company completed the divestiture of the Anda Distribution business for $500.0 million. Financial results of the global generics business and the Anda Distribution business are presented as "(Loss) / Income from discontinued operations, net of tax” on the Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016. The loss from discontinued operations, net of tax of $6.1 million and $17.6 million, respectively, in the three and nine months ended September 30, 2017, primarily related to ongoing matters with respect to the Teva Transaction. The following table presents key financial results of the businesses included in "(Loss) / Income from discontinued operations" for the three and nine months ended September 30, 2016 ($ in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2016 Net revenues $ 756.5 $ 4,504.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) 531.0 2,798.3 Research and development 37.3 269.6 Selling and marketing 69.1 352.6 General and administrative 90.3 399.4 Amortization - 4.8 Total operating expenses 727.7 3,824.7 Operating income 28.8 679.6 Other (expense) income, net 15,881.5 15,881.1 Provision for income taxes 308.4 687.5 Net income from discontinued operations $ 15,601.9 $ 15,873.2 For the year ended December 31, 2015, the Company recorded a deferred tax benefit of $5,738.8 million related to investments in certain subsidiaries. For the nine months ended September 30, 2016, the Company recorded a deferred tax expense of $474.7 million to adjust its deferred tax asset related to investments in certain subsidiaries. The recognition of this expense has been reflected in “Income from discontinued operations, net of tax.” Upon the closing of the Teva Transaction, the Company recorded the reversal of the corresponding deferred tax asset of $5,273.9 million against the current income taxes payable in continuing operations. Depreciation and amortization were ceased upon the determination that the held for sale criteria were met, which were the announcement dates of the Teva Transaction and the divestiture of the Anda Distribution business. The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows ($ in millions): Nine Months Ended September 30, 2016 Depreciation from discontinued operations $ 2.1 Amortization from discontinued operations 4.8 Capital expenditures 85.3 Deferred income tax expense 5,893.4 |
Other (Expense) Income
Other (Expense) Income | 9 Months Ended |
Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | |
Other (Expense) Income | NOTE 6 – Other (Expense) Income Other (expense) income consisted of the following ($ in millions): Three Months Ended September 30, 2017 2016 Net income impact of other-than-temporary loss on investment in Teva securities $ (1,295.5 ) $ - Dividend income 8.5 34.1 Other (expense) income, net (23.3 ) (0.5 ) Other (expense) income, net $ (1,310.3 ) $ 33.6 Nine Months Ended September 30, 2017 2016 Net income impact of other-than-temporary loss on investment in Teva securities $ (3,273.5 ) $ - Debt extinguishment costs as part of the debt tender offer (161.5 ) - Dividend income 76.7 34.1 Naurex recovery 20.0 - Pfizer termination fee (Allergan plc only) - 150.0 Other (expense) income, net (28.3 ) 0.1 Other (expense) income, net $ (3,366.6 ) $ 184.2 Teva Securities As described in Note 5, the Company recognized an other-than-temporary impairment on its investment in Teva securities of $1,295.5 million and $3,273.5 million in the three and nine months ended September 30, 2017, respectively. Debt Extinguishment As described in Note 13, the Company repaid $2,843.3 million of senior notes. In the nine months ended September 30, 2017, as a result of the extinguishment, the Company recognized a loss of $161.5 million, within “Other income/ (expense)” for the early tender payment and non-cash write-off of premiums and debt fees related to the repurchased notes, including $170.5 million of a make-whole premium. Dividend income As a result of the Teva Transaction, the Company acquired 100.3 million Teva ordinary shares. During the three and nine months ended September 30, 2017, the Company received dividend income of $8.5 million and $76.7 million, respectively. The Company received $34.1 million during the three and nine months ended September 30, 2016. Other-than-temporary impairments The Company recorded other-than-temporary impairment charges on other equity investments and cost method investments of $22.6 million and $26.1 million in the three and nine months ended September 30, 2017, respectively. Naurex Recovery On August 28, 2015, the Company acquired certain products in early stage development of Naurex, Inc. (“Naurex”) in an all-cash transaction, which was accounted for as an asset acquisition (the “Naurex Transaction”). The Company received a purchase price reduction of $20.0 million in the nine months ended September 30, 2017 based on the settlement of an open contract negotiation. Pfizer termination fee In the nine months ended September 30, 2016, the Company received a payment of $150.0 million from Pfizer Inc. (“Pfizer”) for reimbursement of expenses associated with the termination of a merger agreement between the Company and Pfizer which is reported as other income. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | NOTE 7 — 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 and restricted stock units awards; • Performance-based restricted stock unit awards measured to performance-based targets defined by the Company, including, but not limited to, total shareholder return metrics, R&D milestones and EBITDA, as defined by the Company; • Non-qualified options to purchase outstanding shares; and • Cash-settled awards recorded as a liability. These cash settled awards are based on pre-established total shareholder returns metrics. Option award plans require options to be granted at the fair market 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 the 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 that lapse 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 ordinary shares issued ranging based on achievement of the performance criteria. All restricted stock and restricted stock units which remain active under the Company’s equity award plans are eligible to receive cash dividend equivalent payments upon vesting. 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: 2017 Grants 2016 Grants Dividend yield 1.2% 0% Expected volatility 27.0% 27.0% Risk-free interest rate 2.0 - 2.3% 1.3 - 2.4% Expected term (years) 7.0 7.0 - 7.5 Share-Based Compensation Expense Share-based compensation expense recognized in the Company’s results of operations for the three months ended September 30, 2017 and 2016 was as follows ($ in millions): Three Months Ended September 30, 2017 2016 Equity based compensation awards $ 72.3 $ 81.1 Cash-settled awards in connection with the Forsight Acquisition - 3.1 Non-equity settled awards other (32.6 ) 7.4 Total share-based compensation expense $ 39.7 $ 91.6 The income in non-equity settled awards other was due to an actuarial reversal based on the total shareholder return metrics declining in the three months ended September 30, 2017 of $32.6 million. These awards are cash-settled awards which are fair valued based on a pre-determined total shareholder return metric. Included in the table above is share-based compensation relating to discontinued operations of $3.2 million for the three months ended September 30, 2016. Share-based compensation expense recognized in the Company’s results of operations for the nine months ended September 30, 2017 and 2016 were as follows ($ in millions): Nine Months Ended September 30, 2017 2016 Equity-based compensation awards $ 220.8 $ 269.9 Cash-settled awards in connection with the Zeltiq Acquisition 31.5 - Cash-settled awards in connection with the Forsight Acquisition - 3.1 Non-equity settled awards other (19.5 ) 14.0 Total share-based compensation expense $ 232.8 $ 287.0 Included in the table above is share-based compensation relating to discontinued operations of $16.0 million for the nine months ended September 30, 2016. Included in the equity-based compensation awards for the three and nine months ended September 30, 2017 and 2016 is the impact of accelerations and step-ups relating to the acquisition accounting treatment of outstanding awards acquired in the Allergan, Forest Laboratories, Inc. (“Forest”), and Zeltiq acquisitions as follows ($ in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Zeltiq Acquisition $ 5.8 $ - $ 43.5 $ - Allergan Acquisition 9.7 26.8 37.5 86.8 Forest Acquisition 1.5 10.3 9.0 37.5 Total $ 17.0 $ 37.1 $ 90.0 $ 124.3 Unrecognized future share-based compensation expense was $487.4 million as of September 30, 2017, including $46.0 million from the Allergan acquisition, $31.8 million from the Zeltiq Acquisition, and $5.2 million from the Forest Acquisition. This amount will be recognized as an expense over a remaining weighted average period of 1.9 years. Share-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, 2016 through September 30, 2017: (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, 2016 1.5 $ 251.88 1.6 $ 388.0 Granted 1.1 235.14 258.7 Assumed as part of the Zeltiq Acquisition * 0.2 213.15 41.8 Vested (0.3 ) 230.89 (89.2 ) Forfeited (0.1 ) 256.09 (28.8 ) Restricted shares / units outstanding at September 30, 2017 2.4 $ 244.12 1.9 $ 570.5 * Awards assumed as part of the Zeltiq Acquisition represent the pro rata portion of future compensation as of April 28, 2017. The following is a summary of equity award activity for non-qualified options to purchase ordinary shares in the period from December 31, 2016 through September 30, 2017: (in millions, except per share data) Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 9.0 $ 113.77 5.9 $ 861.7 Granted 0.3 239.33 Exercised (1.6 ) (92.61 ) Cancelled (0.2 ) (121.60 ) Outstanding, vested and expected to vest at September 30, 2017 7.5 $ 119.78 4.6 $ 634.5 |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Reportable Segments | NOTE 8 — Reportable Segments The Company’s businesses are organized into the following segments: US Specialized Therapeutics, US General Medicine and International. In addition, certain revenues and shared costs, and the results of corporate initiatives, are managed outside of the three segments. The operating segments are organized as follows: • The US Specialized Therapeutics segment includes sales and expenses relating to certain branded products within the U.S., including Medical Aesthetics, Medical Dermatology, Eye Care, Neurosciences and Urology therapeutic products. • The US General Medicine segment includes sales and expenses relating to branded products within the U.S. that do not fall into the US Specialized Therapeutics business units, including Central Nervous System, Gastrointestinal, Women’s Health, Anti-Infectives and Diversified Brands. • The International segment includes sales and expenses relating to products sold outside the U.S. The Company evaluates segment performance based on segment contribution. Segment contribution for our segments represents net revenues less cost of sales (defined below), selling and marketing expenses, and select general and administrative expenses. Included in segment revenues are product sales that were sold through our former Anda Distribution business once the Anda Distribution business had sold the product to a third party customer. These sales are included in segment results and are reclassified into revenues from discontinued operations through a reduction of Corporate revenues which eliminates the sales made by our former Anda Distribution business from results of continuing operations prior to October 3, 2016. Cost of sales for these products in discontinued operations is equal to our average third party cost of sales for third party branded products distributed by our former Anda Distribution. The Company does not evaluate the following items at the segment level: • Revenues and operating expenses within cost of sales, selling and marketing expenses, and general and administrative expenses that result from the impact of corporate initiatives. Corporate initiatives primarily include integration, restructuring, acquisition and other shared costs. • General and administrative expenses that result from shared infrastructure, including certain 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. The Company defines segment net revenues as product sales and other revenue derived from branded products or licensing agreements. Cost of sales within segment contribution includes standard production and packaging costs for the products we manufacture, third party acquisition costs for products manufactured by others, profit-sharing or royalty payments for products sold pursuant to licensing agreements and finished goods inventory reserve charges. Cost of sales included within segment contribution does not include non-standard production costs, such as non-finished goods inventory obsolescence charges, manufacturing variances and excess capacity utilization charges, where applicable. Cost of sales does not include amortization or impairment costs for acquired product rights or other acquired intangibles. Selling and marketing expenses consist mainly of personnel-related costs, product promotion costs, distribution costs, professional service costs, insurance, depreciation and travel costs. General and administrative expenses consist mainly of personnel-related costs, facilities costs, transaction costs, insurance, depreciation, litigation costs and professional services costs which are general in nature and attributable to the segment. Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the three months ended September 30, 2017 and 2016 ($ in millions): Three Months Ended September 30, 2017 US Specialized US General Therapeutics Medicine International Total Net revenues $ 1,724.8 $ 1,497.4 $ 807.8 $ 4,030.0 Operating expenses: Cost of sales (1) 131.4 225.5 116.3 473.2 Selling and marketing 353.5 247.7 224.8 826.0 General and administrative 54.8 47.7 28.3 130.8 Segment Contribution $ 1,185.1 $ 976.5 $ 438.4 $ 2,600.0 Contribution margin 68.7 % 65.2 % 54.3 % 64.5 % Corporate 321.9 Research and development 442.6 Amortization 1,781.0 In-process research and development impairments 202.0 Asset sales and impairments, net 3,874.8 Operating (loss) $ (4,022.3 ) Operating margin (99.8 )% (1) Three Months Ended September 30, 2016 US Specialized US General Therapeutics Medicine International Total Net revenues $ 1,453.2 $ 1,488.1 $ 697.8 $ 3,639.1 Operating expenses: Cost of sales (1) 69.2 215.1 95.1 379.4 Selling and marketing 292.4 292.8 188.2 773.4 General and administrative 41.2 42.3 28.0 111.5 Segment Contribution $ 1,050.4 $ 937.9 $ 386.5 $ 2,374.8 Contribution margin 72.3 % 63.0 % 55.4 % 65.3 % Corporate 372.0 Research and development 622.8 Amortization 1,609.1 In-process research and development impairments 42.0 Asset sales and impairments, net (4.7 ) Operating (loss) $ (266.4 ) Operating margin (7.3 )% (1) The following is a reconciliation of net revenues for the operating segments to the Company’s net revenues for the three months ended September 30, 2017 and 2016 ($ in millions): Three Months Ended September 30, 2017 2016 Segment net revenues $ 4,030.0 $ 3,639.1 Corporate revenues 4.3 (16.9 ) Net revenues $ 4,034.3 $ 3,622.2 No country outside of the United States represents ten percent or more of net revenues. The US Specialized Therapeutics and US General Medicine segments are comprised solely of sales within the United States. Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the nine months ended September 30, 2017 and 2016 ($ in millions): Nine Months Ended September 30, 2017 US Specialized US General Therapeutics Medicine International Total Net revenues $ 4,921.8 $ 4,270.9 $ 2,403.6 $ 11,596.3 Operating expenses: Cost of sales (1) 349.4 623.2 341.6 1,314.2 Selling and marketing 1,040.7 838.3 673.2 2,552.2 General and administrative 149.4 129.7 86.5 365.6 Segment Contribution $ 3,382.3 $ 2,679.7 $ 1,302.3 $ 7,364.3 Contribution margin 68.7 % 62.7 % 54.2 % 63.5 % Corporate 1,086.7 Research and development 1,691.9 Amortization 5,274.9 In-process research and development impairments 1,245.3 Asset sales and impairments, net 3,896.2 Operating (loss) (5,830.7 ) Operating margin (50.3 )% (1) Nine Months Ended September 30, 2016 US Specialized US General Therapeutics Medicine International Total Net revenues $ 4,240.8 $ 4,390.9 $ 2,128.1 $ 10,759.8 Operating expenses: Cost of sales (1) 215.0 649.6 309.3 1,173.9 Selling and marketing 844.8 902.8 582.7 2,330.3 General and administrative 126.4 128.2 86.5 341.1 Segment Contribution $ 3,054.6 $ 2,710.3 $ 1,149.6 $ 6,914.5 Contribution margin 72.0 % 61.7 % 54.0 % 64.3 % Corporate 1,052.8 Research and Development 1,662.4 Amortization 4,831.9 In-process research and development impairments 316.9 Asset sales and impairments, net (24.0 ) Operating (loss) (925.5 ) Operating margin (8.6 )% (1) The following is a reconciliation of net revenues for the operating segments to the Company’s net revenues for the nine months ended September 30, 2017 and 2016 ($ in millions): Nine Months Ended September 30, 2017 2016 Segment net revenues $ 11,596.3 $ 10,759.8 Corporate revenues 18.3 (53.5 ) Net revenues $ 11,614.6 $ 10,706.3 No country outside of the United States represents ten percent or more of net revenues. The US Specialized Therapeutics and US General Medicine segments are comprised solely of sales within the United States. The following tables present global net revenues for the top products of the Company for the three and nine months ended September 30, 2017 and 2016 ($ in millions): Three Months Ended September 30, 2017 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 558.6 $ - $ 215.9 $ - $ 774.5 Restasis® 366.8 - 15.5 - 382.3 Juvederm Collection** 115.6 - 126.5 - 242.1 Linzess®/Constella® - 190.9 5.7 - 196.6 Lumigan®/Ganfort® 83.3 - 91.5 - 174.8 Bystolic® /Byvalson® - 164.2 0.5 - 164.7 Alphagan®/Combigan® 92.7 - 43.4 - 136.1 Eye Drops 53.7 - 71.2 - 124.9 Lo Loestrin® - 120.0 - - 120.0 Namenda XR® - 114.3 - - 114.3 Estrace® Cream - 101.6 - - 101.6 Breast Implants 58.0 - 38.1 - 96.1 Viibryd®/Fetzima® - 86.5 1.0 - 87.5 Alloderm® 84.6 - 1.5 - 86.1 Vraylar™ - 80.2 - - 80.2 Ozurdex ® 24.6 - 50.2 - 74.8 Coolsculpting Consumables 50.3 - 13.8 - 64.1 Asacol®/Delzicol® - 49.5 11.9 - 61.4 Carafate ® /Sulcrate ® - 58.7 0.7 - 59.4 Zenpep® - 56.8 - - 56.8 Aczone® 46.7 - 0.2 - 46.9 Canasa®/Salofalk® - 39.0 4.6 - 43.6 Coolsculpting Systems & Add On Applicators 33.1 - 10.2 - 43.3 Viberzi® - 40.9 0.2 - 41.1 Armour Thyroid - 38.5 - - 38.5 Saphris® - 37.2 - - 37.2 Namzaric® - 37.0 - - 37.0 Rapaflo® 28.3 - 1.8 - 30.1 Teflaro® - 29.1 - - 29.1 Savella® - 24.0 - - 24.0 SkinMedica® 18.7 - 1.4 - 20.1 Avycaz® - 16.9 - - 16.9 Dalvance® - 16.1 - - 16.1 Latisse® 13.6 - 1.9 - 15.5 Tazorac® 15.1 - 0.1 - 15.2 Lexapro® - 12.9 - - 12.9 Kybella® /Belkyra® 9.6 - 1.6 - 11.2 Liletta® - 9.3 - - 9.3 Minastrin® 24 - 3.6 - - 3.6 Enablex® - 0.9 - - 0.9 Namenda® IR - - - - - Other Products Revenues 71.5 169.3 98.4 4.3 343.5 Less product sold through our former Anda Distribution business n.a. n.a. n.a. - - Total Net Revenues $ 1,724.8 $ 1,497.4 $ 807.8 $ 4.3 $ 4,034.3 Three Months Ended September 30, 2016 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 496.3 $ - $ 193.4 $ - $ 689.7 Restasis® 356.4 - 15.4 - 371.8 Juvederm Collection** 105.0 - 96.8 - 201.8 Linzess®/Constella® - 164.4 4.3 - 168.7 Lumigan®/Ganfort® 78.3 - 86.6 - 164.9 Bystolic® /Byvalson® - 165.1 0.5 - 165.6 Alphagan®/Combigan® 93.4 - 41.3 - 134.7 Eye Drops 50.2 - 67.7 - 117.9 Lo Loestrin® - 105.7 - - 105.7 Namenda XR® - 146.9 - - 146.9 Estrace® Cream - 98.6 - - 98.6 Breast Implants 51.1 - 35.6 - 86.7 Viibryd®/Fetzima® - 87.6 - - 87.6 Alloderm ® - - - - - Vraylar™ - 32.4 - - 32.4 Ozurdex ® 20.9 - 43.4 - 64.3 Coolsculpting Consumables - - - - - Asacol®/Delzicol® - 72.2 14.2 - 86.4 Carafate ® /Sulcrate ® - 56.4 0.6 - 57.0 Zenpep® - 52.5 - - 52.5 Aczone® 69.0 - - - 69.0 Canasa®/Salofalk® - 47.2 4.4 - 51.6 Coolsculpting Systems & Add On Applicators - - - - - Viberzi® - 30.9 - - 30.9 Armour Thyroid - 39.1 - - 39.1 Saphris® - 40.8 - - 40.8 Namzaric® - 14.9 - - 14.9 Rapaflo® 25.2 - 1.5 - 26.7 Teflaro® - 33.3 - - 33.3 Savella® - 28.1 - - 28.1 SkinMedica® 25.8 - - - 25.8 Avycaz® - 4.8 - - 4.8 Dalvance® - 10.3 - - 10.3 Latisse® 17.2 - 1.9 - 19.1 Tazorac® 27.5 - 0.2 - 27.7 Lexapro® - 15.6 - - 15.6 Kybella® /Belkyra® 14.2 - 0.5 - 14.7 Liletta® - 4.4 - - 4.4 Minastrin® 24 - 84.9 - - 84.9 Enablex® - 1.9 - - 1.9 Namenda® IR - 2.9 - - 2.9 Other Products Revenues 22.7 147.2 89.5 6.8 266.2 Less product sold through our former Anda Distribution business n.a. n.a. n.a. (23.7 ) (23.7 ) Total Net Revenues $ 1,453.2 $ 1,488.1 $ 697.8 $ (16.9 ) $ 3,622.2 Nine Months Ended September 30, 2017 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 1,642.0 $ - $ 662.6 $ - $ 2,304.6 Restasis® 1,012.0 - 46.7 - 1,058.7 Juvederm Collection** 361.6 - 386.0 - 747.6 Linzess®/Constella® - 506.3 16.1 - 522.4 Lumigan®/Ganfort® 236.6 - 271.8 - 508.4 Bystolic® /Byvalson® - 454.7 1.6 - 456.3 Alphagan®/Combigan® 275.5 - 128.4 - 403.9 Eye Drops 152.2 - 207.2 - 359.4 Namenda XR® - 355.0 - - 355.0 Lo Loestrin® - 332.8 - - 332.8 Breast Implants 173.6 - 116.8 - 290.4 Estrace® Cream - 265.1 - - 265.1 Viibryd®/Fetzima® - 244.2 2.1 - 246.3 Alloderm® 223.3 - 5.0 - 228.3 Ozurdex ® 72.0 - 152.5 - 224.5 Vraylar™ - 200.1 - - 200.1 Asacol®/Delzicol® - 152.7 36.8 - 189.5 Carafate ® /Sulcrate ® - 176.6 2.1 - 178.7 Zenpep® - 153.8 - - 153.8 Canasa®/Salofalk® - 115.7 13.3 - 129.0 Aczone® 128.3 - 0.3 - 128.6 Coolsculpting Consumables 98.2 - 26.3 - 124.5 Armour Thyroid - 117.8 - - 117.8 Saphris® - 117.5 - - 117.5 Viberzi® - 113.7 0.3 - 114.0 Namzaric® - 94.0 - - 94.0 Teflaro® - 92.7 - - 92.7 Rapaflo® 79.9 - 5.5 - 85.4 Coolsculpting Systems & Add On Applicators 64.1 - 20.4 - 84.5 Savella® - 74.3 - - 74.3 SkinMedica® 72.1 - 1.4 - 73.5 Minastrin® 24 - 56.1 - - 56.1 Tazorac® 51.3 - 0.5 - 51.8 Latisse® 40.5 - 6.2 - 46.7 Avycaz® - 42.7 - - 42.7 Kybella® /Belkyra® 37.4 - 5.1 - 42.5 Dalvance® - 40.9 1.2 - 42.1 Lexapro® - 39.4 - - 39.4 Liletta® - 23.1 - - 23.1 Enablex® - 2.8 - - 2.8 Namenda® IR - 0.1 - - 0.1 Other 201.2 498.8 287.4 18.3 1,005.7 Less product sold through our former Anda Distribution business n.a. n.a. n.a. - - Total Net Revenues $ 4,921.8 $ 4,270.9 $ 2,403.6 $ 18.3 $ 11,614.6 Nine Months Ended September 30, 2016 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 1,454.0 $ - $ 592.9 $ - $ 2,046.9 Restasis® 1,026.4 - 49.7 - 1,076.1 Juvederm Collection** 325.3 - 304.2 - 629.5 Linzess®/Constella® - 452.0 12.7 - 464.7 Lumigan®/Ganfort® 240.4 - 269.2 - 509.6 Bystolic® /Byvalson® - 479.0 1.3 - 480.3 Alphagan®/Combigan® 274.3 - 127.3 - 401.6 Eye Drops 140.1 - 206.9 - 347.0 Namenda XR® - 486.5 - - 486.5 Lo Loestrin® - 296.0 - - 296.0 Breast Implants 149.2 - 112.5 - 261.7 Estrace® Cream - 276.4 - - 276.4 Viibryd®/Fetzima® - 252.6 0.1 - 252.7 Alloderm® - - - - - Ozurdex ® 61.8 - 130.2 - 192.0 Vraylar™ - 51.1 - - 51.1 Asacol®/Delzicol® - 297.9 40.5 - 338.4 Carafate ® /Sulcrate ® - 167.7 1.7 - 169.4 Zenpep® - 145.1 - - 145.1 Canasa®/Salofalk® - 135.0 13.0 - 148.0 Aczone® 156.1 - - - 156.1 Coolsculpting Consumables - - - - - Armour Thyroid - 121.8 - - 121.8 Saphris® - 123.6 - - 123.6 Viberzi® - 55.3 - - 55.3 Namzaric® - 38.0 - - 38.0 Teflaro® - 101.9 - - 101.9 Rapaflo® 87.6 - 4.2 - 91.8 Coolsculpting Systems & Add On Applicators - - - - - Savella® - 74.1 - - 74.1 SkinMedica® 81.5 - - - 81.5 Minastrin® 24 - 247.5 1.4 - 248.9 Tazorac® 68.0 - 0.6 - 68.6 Latisse® 54.7 - 6.2 - 60.9 Avycaz® - 26.9 - - 26.9 Kybella® /Belkyra® 38.2 - 1.6 - 39.8 Dalvance® - 26.7 - - 26.7 Lexapro® - 50.8 - - 50.8 Liletta® - 15.0 - - 15.0 Enablex® - 14.7 - - 14.7 Namenda® IR - 12.8 - - 12.8 Other 83.2 442.5 251.9 26.5 804.1 Less product sold through our former Anda Distribution business n.a. n.a. n.a. (80.0 ) (80.0 ) Total Net Revenues $ 4,240.8 $ 4,390.9 $ 2,128.1 $ (53.5 ) $ 10,706.3 ** Sales of fillers including Juvederm, Voluma and other fillers are referred to herein as the “Juvederm Collection.” Unless included above, no product represents ten percent or more of total net revenues. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 9 — 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): September 30, December 31, 2017 2016 Raw materials $ 316.0 $ 297.1 Work-in-process 134.5 145.4 Finished goods 544.8 357.7 995.3 800.2 Less: inventory reserves 95.5 82.2 Total Inventories $ 899.8 $ 718.0 As of September 30, 2017, finished goods included $5.1 million related to the fair-value step-up of acquired inventory as a result of the LifeCell Acquisition. |
Investments and Other Assets
Investments and Other Assets | 9 Months Ended |
Sep. 30, 2017 | |
Investments All Other Investments [Abstract] | |
Investments and Other Assets | NOTE 10 — Investments and Other Assets Investments in marketable securities, other investments and other assets consisted of the following ($ in millions): September 30, 2017 December 31, 2016 Marketable securities: Short-term investments $ 2,064.0 $ 8,062.3 Teva Shares 1,765.1 3,439.2 Total marketable securities $ 3,829.1 $ 11,501.5 Investments and other assets: Legacy Allergan deferred executive compensation investments $ 112.4 $ 111.7 Equity method investments 11.8 12.8 Cost method investments - 15.0 Other long-term investments 64.9 67.2 Taxes receivable 32.0 36.0 Other assets 48.8 39.4 Total investments and other assets $ 269.9 $ 282.1 Investments in securities, including those classified in cash and cash equivalents due to the maturity term of the instrument, as of September 30, 2017 and December 31, 2016 included the following ($ in millions): Investments in Securities as of September 30, 2017: Level 1 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Money market funds $ 939.4 $ - $ - $ 939.4 $ 939.4 $ - Investment in Teva ordinary shares 1,765.1 - - 1,765.1 - 1,765.1 Total $ 2,704.5 $ - $ - $ 2,704.5 $ 939.4 $ 1,765.1 Level 2 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Commercial paper and other $ 769.1 $ - $ - $ 769.1 $ - $ 769.1 Certificates of deposit 1,295.6 - (0.7 ) 1,294.9 - 1,294.9 Total $ 2,064.7 $ - $ (0.7 ) $ 2,064.0 $ - $ 2,064.0 Investments in Securities as of December 31, 2016: Level 1 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Money market funds $ 1,238.9 $ - $ - $ 1,238.9 $ 1,238.9 $ - Total $ 1,238.9 $ - $ - $ 1,238.9 $ 1,238.9 $ - Level 2 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Commercial paper and other $ 3,909.7 $ 0.2 $ - $ 3,909.9 $ - $ 3,909.9 Investment in Teva ordinary shares 5,038.6 - (1,599.4 ) 3,439.2 - 3,439.2 Certificates of deposit 4,152.4 - - 4,152.4 - 4,152.4 Total $ 13,100.7 $ 0.2 $ (1,599.4 ) $ 11,501.5 $ - $ 11,501.5 Companies are required to use a fair value hierarchy as defined in ASC Topic 820 “Fair Value Measurement,” (“ASC 820”) which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value (“Fair Value Leveling”). There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity. The Level 3 assets are those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques with significant unobservable inputs, as well as instruments for which the determination of fair value requires significant judgment or estimation. 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 are determined based on Fair Value Leveling. Marketable securities and investments consist of available-for-sale investments in money market securities, U.S. treasury and agency securities, and equity securities of publicly traded companies for which market prices are readily available. Unrealized gains or losses on marketable securities and investments are recorded in accumulated other comprehensive (loss) / income. Realized gains or losses on marketable securities and investments are recorded in interest income. The Company’s marketable securities and other long-term investments are classified as available-for-sale and are recorded at fair value based on quoted market prices using the specific identification method. These investments are classified as either current or non-current, as appropriate, in the Company’s consolidated balance sheets. The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and maturity management. Excluding the Company’s investment in Teva securities, the Company primarily considers the declines in market value of its marketable securities investment portfolio to be temporary in nature. See Note 5 for further discussion of the Company’s investment in Teva Shares. The Company typically invests in highly-rated securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The Company’s policy requires investments to be investment grade with the primary objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 11 — Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following ($ in millions): September 30, 2017 December 31, 2016 Accrued expenses: Accrued third-party rebates $ 1,645.9 $ 1,595.5 Accrued payroll and related benefits 550.0 581.1 Accrued returns 339.5 295.9 Contractual commitments 254.2 264.9 Royalties payable 181.6 146.6 Accrued pharmaceutical fees 144.5 221.3 Interest payable 144.0 294.2 Accrued R&D expenditures 139.0 154.0 Litigation-related reserves and legal fees 129.4 101.1 Accrued severance, retention and other shutdown costs 75.3 86.2 Accrued non-provision taxes 70.6 55.0 Accrued selling and marketing expenditures 56.6 95.9 Current portion of contingent consideration obligations 31.2 511.0 Dividends payable 24.6 23.2 Other accrued expenses 470.5 368.2 Total accrued expenses $ 4,256.9 $ 4,794.1 Accounts payable 284.8 224.9 Total Accounts Payable and Accrued Expenses $ 4,541.7 $ 5,019.0 |
Goodwill, Product Rights and Ot
Goodwill, Product Rights and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, Product Rights and Other Intangible Assets | NOTE 12 — Goodwill, Product Rights and Other Intangible Assets The Company’s goodwill by segment consisted of the following ($ in millions): US Therapeutics US General Medicine International Total Balance as of December 31, 2016 $ 18,433.2 $ 21,426.6 $ 6,496.3 $ 46,356.1 Additions through acquisitions 2,454.8 - 245.9 2,700.7 Measurement period adjustments (25.9 ) (14.1 ) - (40.0 ) Foreign exchange and other adjustments - - 754.1 754.1 Balance as of September 30, 2017 $ 20,862.1 $ 21,412.5 $ 7,496.3 $ 49,770.9 As of September 30, 2017 and December 31, 2016, the gross balance of goodwill, pre-impairments, was $49,788.2 million and $46,373.4 million, respectively. The following items had a significant impact on goodwill in the nine months ended September 30, 2017: • An increase in goodwill of $1,449.1 million resulting from the LifeCell Acquisition; and • An increase in goodwill of $1,204.3 million resulting from the Zeltiq Acquisition. Product rights and other intangible assets consisted of the following ($ in millions): Cost Basis Balance as of December 31, 2016 Acquisitions Impairments IPR&D to CMP Transfers Held for sale Foreign Currency Translation Balance as of September 30, 2017 Intangibles with definite lives: Product rights and other related intangibles $ 67,801.4 $ 3,866.9 $ - $ 1,119.1 $ - $ 705.2 $ 73,492.6 Trade name 690.0 - - - - - 690.0 Total definite-lived intangible assets $ 68,491.4 $ 3,866.9 $ - $ 1,119.1 $ - $ 705.2 $ 74,182.6 Intangibles with indefinite lives: IPR&D $ 8,758.3 $ 10.0 $ (1,245.3 ) $ (1,119.1 ) $ (6.8 ) $ 8.6 $ 6,405.7 Total indefinite-lived intangible assets $ 8,758.3 $ 10.0 $ (1,245.3 ) $ (1,119.1 ) $ (6.8 ) $ 8.6 $ 6,405.7 Total product rights and related intangibles $ 77,249.7 $ 3,876.9 $ (1,245.3 ) $ - $ (6.8 ) $ 713.8 $ 80,588.3 Accumulated Balance as of December 31, 2016 Amortization Impairments Foreign Currency Translation Balance as of September 30, 2017 Intangibles with definite lives: Product rights and other related intangibles $ (14,493.9 ) $ (5,216.9 ) $ (3,876.0 ) $ (107.3 ) $ (23,694.1 ) Trade name (137.2 ) (58.1 ) - - (195.3 ) Total definite-lived intangible assets $ (14,631.1 ) $ (5,274.9 ) $ (3,876.0 ) $ (107.3 ) $ (23,889.4 ) Total product rights and $ (14,631.1 ) $ (5,274.9 ) $ (3,876.0 ) $ (107.3 ) $ (23,889.4 ) Net Product Rights and Other Intangibles $ 62,618.6 $ 56,698.9 The following items had a significant impact on net product rights and other intangibles in the nine months ended September 30, 2017: • The Company acquired $2,020.0 million of intangible assets in connection with the LifeCell Acquisition in the nine months ended September 30, 2017; • The Company acquired $1,185.0 million of intangible assets in connection with the Zeltiq Acquisition in the nine months ended September 30, 2017; • The Company reacquired rights on select licensed products promoted in the Company’s US General Medicine segment in an aggregate value of $574.0 million in the nine months ended September 30, 2017. As part of the rights reacquired, the Company is no longer obligated to pay royalties on the specific products, which increases the Company’s segment gross margin percentage; • The Company evaluated all of its dry eye related assets for impairment as a result of the U.S. District Court for the Eastern District of Texas issuing an adverse trial decision finding that the four asserted patents covering Restasis ® ® • The Company impaired the intangible asset related to Aczone ® • The Company impaired a CNS IPR&D project obtained as part of the Allergan acquisition by $486.0 million related to an anticipated approval delay due to certain product specifications in the nine months ended September 30, 2017; • The Company impaired an IPR&D asset acquired as part of the Warner Chilcott acquisition by $21.0 million and $278.0 million in the three and nine months ended September 30, 2017, respectively, due to a delay in anticipated launch of a women’s healthcare project coupled with an anticipated decrease in product demand; • The Company terminated its License, Transfer and Development Agreement for SER-120 (nocturia) with Serenity Pharmaceuticals, LLC. As a result of this termination, the Company recorded an impairment of $140.0 million on the IPR&D intangible asset obtained as part of the Allergan acquisition; • The Company impaired a women’s healthcare IPR&D project by $91.3 million based on the Company’s intention to divest the non-strategic asset in the nine months ended September 30, 2017; • The Company impaired an IPR&D eye care project obtained as part of the Allergan acquisition by $44.0 million as a result of decrease in projected cash flows due to a decline in market demand assumptions in the nine months ended September 30, 2017; • The Company impaired an IPR&D eye care project obtained as part of the Allergan acquisition by $20.0 million in the nine months ended September 30, 2017; • The Company impaired an IPR&D medical aesthetics project obtained as part of the Allergan acquisition by $17.0 million in the three and nine months ended September 30, 2017; and • The Company reclassified certain intangible assets from IPR&D to CMP primarily related to Juvederm ® ® Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense on product rights and other related intangibles as of September 30, 2017 over the remainder of 2017 and each of the next five years is estimated to be as follows ($ in millions): Amortization Expense 2017 remaining $ 1,913.4 2018 $ 6,420.4 2019 $ 6,014.0 2020 $ 5,692.8 2021 $ 4,753.4 2022 $ 4,387.1 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. In addition, the Company has certain currently marketed products for which operating contribution performance has been below that which was originally assumed in the products’ initial valuations. The Company, on a quarterly basis, monitors the related intangible assets for these products for potential impairments. It is reasonably possible that impairments may occur in future periods, which may have a material adverse effect on the Company’s results of operations and financial position. |
Long-Term Debt and Capital Leas
Long-Term Debt and Capital Leases | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Capital Leases | NOTE 13 — 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 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Senior Notes: Floating Rate Notes $500.0 million floating rate notes due March 12, 2018 * $ 500.0 $ 500.0 $ 501.8 $ 502.5 $500.0 million floating rate notes due March 12, 2020 ** 500.0 500.0 509.0 509.4 1,000.0 1,000.0 1,010.8 1,011.9 Fixed Rate Notes $1,000.0 million 1.850% notes due March 1, 2017 - 1,000.0 - 1,001.1 $500.0 million 1.300% notes due June 15, 2017 - 500.0 - 499.7 $1,200.0 million 1.875% notes due October 1, 2017 - 1,200.0 - 1,202.5 $3,000.0 million 2.350% notes due March 12, 2018 3,000.0 3,000.0 3,008.9 3,018.0 $250.0 million 1.350% notes due March 15, 2018 250.0 250.0 249.4 248.4 $1,050.0 million 4.375% notes due February 1, 2019 350.0 1,050.0 361.0 1,090.0 $500.0 million 2.450% notes due June 15, 2019 500.0 500.0 503.5 501.2 $400.0 million 6.125% notes due August 14, 2019 400.0 400.0 430.0 437.7 $3,500.0 million 3.000% notes due March 12, 2020 3,500.0 3,500.0 3,562.8 3,541.8 $650.0 million 3.375% notes due September 15, 2020 650.0 650.0 668.5 663.6 $750.0 million 4.875% notes due February 15, 2021 450.0 750.0 485.1 803.3 $1,200.0 million 5.000% notes due December 15, 2021 1,200.0 1,200.0 1,317.3 1,297.7 $3,000.0 million 3.450% notes due March 15, 2022 3,000.0 3,000.0 3,102.0 3,030.7 $1,700.0 million 3.250% notes due October 1, 2022 1,700.0 1,700.0 1,740.5 1,693.1 $350.0 million 2.800% notes due March 15, 2023 350.0 350.0 348.5 335.6 $1,200.0 million 3.850% notes due June 15, 2024 1,200.0 1,200.0 1,255.3 1,211.7 $4,000.0 million 3.800% notes due March 15, 2025 4,000.0 4,000.0 4,146.3 3,995.6 $2,500.0 million 4.550% notes due March 15, 2035 2,500.0 2,500.0 2,658.6 2,458.5 $1,000.0 million 4.625% notes due October 1, 2042 456.7 1,000.0 479.3 967.6 $1,500.0 million 4.850% notes due June 15, 2044 1,500.0 1,500.0 1,637.7 1,496.4 $2,500.0 million 4.750% notes due March 15, 2045 1,200.0 2,500.0 1,300.8 2,466.9 26,206.7 31,750.0 27,255.5 31,961.1 Euro Denominated Notes €750.0 million 0.500% notes due June 1, 2021 884.0 - 887.4 - €700.0 million 1.250% notes due June 1, 2024 825.0 - 832.0 - €550.0 million 2.125% notes due June 1, 2029 648.2 - 662.2 - €700.0 million floating rate notes due June 1, 2019 *** 825.0 - 825.6 - 3,182.2 - 3,207.2 - Total Senior Notes Gross 30,388.9 32,750.0 31,473.5 32,973.0 Unamortized premium 104.1 171.2 - - Unamortized discount (84.8 ) (95.8 ) - - Total Senior Notes Net 30,408.2 32,825.4 31,473.5 32,973.0 Other Indebtedness Debt Issuance Costs (126.6 ) (144.6 ) Other 51.8 85.5 Total Other Borrowings (74.8 ) (59.1 ) Capital Leases 2.7 2.4 Total Indebtedness $ 30,336.1 $ 32,768.7 * Interest on the 2018 floating rate note is three month USD ** Interest on the 2020 floating rate note is three month USD *** Interest on the €700.0 million floating rate notes is the three month EURIBOR plus 0.350% per annum Fair market value in the table above is determined in accordance with Fair Value Leveling under Level 2 based upon quoted prices for similar items in active markets. The Company has issued fixed rate notes over multiple issuances for various business needs. Interest on the various U.S. dollar denominated fixed rate and floating notes is generally payable semi-annually and quarterly, respectively with various payment dates. Interest on the various Euro denominated fixed rate and floating rate notes is generally payable annually and quarterly, respectively, with various payment dates. Senior Notes Borrowings Euro Denominated Notes On May 26, 2017, Allergan Funding SCS (formerly known as 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 €700.0 million floating rate notes due 2019 (the “2019 Floating Rate Notes”), €750.0 million 0.500% notes due 2021 (the “0.500% 2021 Notes”), €750.0 million 1.250% notes due 2024 (the “1.250% 2024 Notes”), and €550.0 million 2.125% notes due 2029 (the “2.125% 2029 Notes”), collectively the “Euro Denominated Notes”. The notes are fully and unconditionally guaranteed by Allergan Funding SCS’s indirect parents, Warner Chilcott Limited and Allergan Capital S.a.r.l. (“Allergan Capital”, formerly known as Actavis Capital S.a.r.l.), and by Allergan Finance, LLC, a subsidiary of Allergan Capital, on an unsecured and unsubordinated basis. Interest on the 2019 Floating Rate Notes is payable quarterly on March 1, June 1, September 1 and December 1 of each year, and began on September 1, 2017. Interest on the 0.500% 2021 Notes, the 1.250% 2024 Notes, and the 2.125% 2029 Notes is payable annually on June 1 of each year and will begin on June 1, 2018. These notes were issued to fund, in part, the payment of the tender offers described below. Repayments Tender Offer On May 30, 2017, the Company’s wholly owned subsidiaries Allergan Funding SCS, Allergan Finance LLC, Forest Laboratories, LLC and Allergan, Inc., each as co-offeror with Warner Chilcott Limited, completed the repurchase of certain debt securities issued by the entities for cash under a previously announced tender offer. As a result of the offering, the Company repurchased $300.0 million of the $750.0 million 4.875% notes due February 15, 2021, $543.3 million of the $1,000.0 million 4.625% notes due October 1, 2042, $700.0 million of the $1,050.0 million 4.375% notes due February 1, 2019, and $1,300.0 million of the $2,500.0 million 4.750% notes due March 15, 2045. The Company paid a total of $3,013.8 million, which included an early tender payment, to repurchase the notes of $170.5 million in cash. The Company recognized a net expense of $161.5 million within “Other income/ (expense)” for the early tender payment and non-cash write-off of premiums and debt fees related to the repurchased notes. Other Activity The $800.0 million 5.750% fixed rate notes due April 1, 2016 were paid in full at maturity. The $500.0 million floating rate notes due September 1, 2016 were paid in full at maturity and bore interest at the three-month LIBOR plus 0.875%. The $1,000.0 million 1.850% senior notes due March 1, 2017 were paid in full at maturity. The $500.0 million 1.300% senior notes due June 15, 2017 were redeemed and paid in full on April 21, 2017. The $1,200.0 million 1.875% senior notes due October 1, 2017 were redeemed and paid in full on June 29, 2017. Credit Facility Indebtedness On August 2, 2016, the Company repaid the remaining balances of all outstanding term-loan indebtedness and terminated its then-existing revolving credit facility with proceeds from the Teva Transaction. The interest expense on the then-outstanding indebtedness in the nine months ended September 30, 2016 was $116.2 million. Revolving Credit Facility On June 14, 2017, Allergan plc and certain of its subsidiaries entered into a revolving credit and guaranty agreement (the “Revolver Agreement”) among Allergan Capital, as borrower, Allergan plc, as Ultimate Parent; Warner Chilcott Limited, as Intermediate Parent and Subsidiary Guarantor; Allergan Finance LLC., Allergan Funding SCS, as Subsidiary Guarantors; the lenders from time to time party thereto (the “Revolving Lenders”); J.P. Morgan Chase Bank 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 five-year revolving credit facility in an aggregate principal amount of up to $1.5 billion, with the ability to increase the revolving credit facility by $500.0 million to an aggregate principal amount of up to $2.0 billion. The Revolver Agreement provides that loans thereunder would 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 0.070% to 0.250% per annum, depending on the Debt Rating, of the unused portion of the revolver. The obligations under the Revolver Agreement were guaranteed by Warner Chilcott Limited, Allergan Finance LLC and Allergan Funding SCS. The Revolver Agreement contains customary affirmative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial statements, notices of default, maintenance of corporate existence and rights and compliance with laws, as well as customary negative covenants for facilities of this type, including, among others, limitations secured indebtedness, non-guarantor subsidiary indebtedness, mergers and certain other fundamental changes and passive holding company status. The Revolver Agreement also contains a financial covenant requiring maintenance of a maximum consolidated leverage ratio. In addition, the Revolver Agreement also contains customary events of default (with customary grace periods and materiality thresholds) and if and for so long as an event of default has occurred and is continuing, any amounts outstanding under the Revolver Agreement will accrue interest at an increased rate, the Revolving Lenders can terminate their commitments thereunder and payments of any outstanding amounts could be accelerated by the Revolving Lenders. The Company was subject to, and as of September 30, 2017 was in compliance with all, financial and operational covenants under the terms of the Revolver Agreement. At September 30, 2017, there were no outstanding borrowings or letters of credit outstanding under the Revolver Agreement. Annual Debt Maturities As of September 30, 2017, annual debt maturities were as follows ($ in millions): Total Payments 2017 remaining $ - 2018 3,750.0 2019 2,075.0 2020 4,650.0 2021 2,534.0 2022 4,700.0 2023 and after 12,679.9 $ 30,388.9 Capital leases 2.7 Debt issuance costs (126.6 ) Other short-term borrowings 51.8 Unamortized premium 104.1 Unamortized discount (84.8 ) Total Indebtedness $ 30,336.1 Amounts represent total anticipated cash payments assuming scheduled repayments. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | NOTE 14 — Other Long-Term Liabilities Other long-term liabilities consisted of the following ($ in millions): September 30, December 31, 2017 2016 Acquisition related contingent consideration liabilities $ 528.6 $ 661.1 Long-term pension and post retirement liability 204.2 201.6 Legacy Allergan deferred executive compensation 114.0 111.7 Long-term severance and restructuring liabilities 49.9 22.0 Deferred revenue 38.7 15.7 Product warranties 27.4 28.1 Long-term contractual obligations 23.1 25.3 Other long-term liabilities 21.1 19.5 Total other long-term liabilities $ 1,007.0 $ 1,085.0 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 — Income Taxes The Company’s effective tax rate for the nine months ended September 30, 2017 was 27.6% compared to 48.0% for the nine months ended September 30, 2016. The effective tax rate for the nine months ended September 30, 2017 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses, including the impairment of intangible assets, tax benefited at rates greater than the Irish statutory rate. The tax benefits related to the impairment of intangible assets recorded during the nine months ended September 30, 2017 were $1,805.9 million. The effective tax rate was unfavorably impacted by pre-tax charges for the impairment of the Company’s investment in Teva Shares of $3,273.5 million and the tax impact of amortization of intangible assets, both at rates less than the Irish statutory rate. During the nine months ended September 30, 2017, the Company determined that a temporary difference related to excess tax over book basis in a U.S. subsidiary will reverse in the foreseeable future and recorded a corresponding tax benefit of $175.0 million. The effective tax rate for the nine months ended September 30, 2016 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses tax benefited at rates greater than the Irish statutory rate. Additionally, the tax benefit for the nine months ended September 30, 2016 included, the following items: an expense of $179.5 million primarily related to a change in a valuation allowance on a portion of U.S. capital loss carryforwards resulting from restructuring associated with the sale of the global generics business, a benefit of $48.2 million related to the change in tax rates applicable to certain temporary differences, a benefit of $40.3 million for the recognition of previously unrecognized tax benefits and a benefit of $37.9 million for the New Jersey Grow income tax credit. The effective tax rate for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 was impacted by impairment charges tax benefited at a less favorable rate. The Company conducts business globally and, as a result, it files U.S. federal and state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for amounts it believes are in accordance with the accounting standard, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations with tax authorities, identification of new issues and issuance of new legislation, regulations or case law. The Company has several concurrent audits open and pending with the Internal Revenue Service (“IRS”) as set forth below: IRS Audits Tax Years Allergan W.C. Holding Inc. (formerly known as Actavis W.C. Holding Inc.) 2013 and 2014 Warner Chilcott Corporation 2010, 2011, 2012 and 2013 Forest Laboratories, Inc. 2010, 2011, 2012, 2013 and 2014 Allergan, Inc. 2009, 2010, 2011, 2012 and 2013 LifeCell Corporation 2014 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 16 — Shareholders’ Equity A summary of the changes in shareholders’ equity for the nine months ended September 30, 2017 consisted of the following ($ in millions): Allergan plc Shareholders’ equity as of December 31, 2016 $ 76,192.7 Increase in additional paid in capital for share-based compensation plans 220.8 Tax impact of change in accounting for share-based compensation plans 20.8 Net (loss) attributable to shareholders (7,246.8 ) Proceeds from stock plans 167.2 Dividends on ordinary shares (708.2 ) Dividends on preferred shares (208.8 ) Repurchase of ordinary shares (36.4 ) Non-cash issuance of shares 8.5 Net impact of other-than-temporary loss on investment in Teva securities 1,599.4 Other comprehensive income 1,150.2 Shareholders’ equity as of September 30, 2017 $ 71,159.4 Warner Chilcott Limited Members' equity as of December 31, 2016 $ 88,085.7 Tax impact of change in accounting for share-based compensation plans 20.8 Net (loss) attributable to members (7,099.7 ) Dividend to Parent (5,120.9 ) Net impact of other-than-temporary loss on investment in Teva securities 1,599.4 Other comprehensive income 1,150.2 Members' equity as of September 30, 2017 $ 78,635.5 Share Repurchase Program During the year ended December 31, 2016, the Company’s Board of Directors approved a $5.0 billion share repurchase program which was completed in October 2016. Additionally, the Company’s Board of Directors approved a $10.0 billion accelerated share repurchase program, which was initiated in November 2016. Under the accelerated share repurchase program, the Company received $8.0 billion of repurchased shares during the year ended December 31, 2016. During the year ended December 31, 2016, the Company repurchased a total of 61.6 million ordinary shares under these share repurchase programs. During the nine months ended September 30, 2017, the Company settled the accelerated share repurchase program, which resulted in the Company repurchasing an additional 4.2 million ordinary shares. On September 25, 2017, the Company’s Board of Directors approved a $2.0 billion share repurchase program. As of September 30, 2017, the Company has not repurchased any shares under the program. Quarterly Dividend During the third quarter of 2017, the Company authorized a quarterly dividend of $0.70 per ordinary share, or $235.5 million in the aggregate, which was paid on September 15, 2017 to shareholders of record at the close of business on August 18, 2017. For the nine months ended September 30, 2017, the Company has paid $708.2 million of dividends on ordinary shares. On October 27, 2017, the Company authorized a quarterly dividend of $0.70 per ordinary share for the fourth quarter of 2017. The Company also announced that its Board of Directors has approved an increase to its quarterly cash dividend for 2018 to $0.72 per ordinary share. Preferred Shares In both the nine months ended September 30, 2017 and 2016, the Company paid $208.8 million of dividends on preferred shares. Each preferred share will automatically convert to ordinary shares on March 1, 2018. Accumulated Other Comprehensive Income / (Loss) For most of the Company’s international operations, the local currency has been determined to be the functional currency. The results of its non-U.S. dollar based operations are translated to U.S. dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. Translation adjustments are reflected in shareholders’ equity and are included as a component of other comprehensive income / (loss). The effects of converting non-functional currency assets and liabilities into the functional currency are recorded as transaction gains/losses in general and administrative expenses in the consolidated statements of operations. The movements in accumulated other comprehensive income for the three and nine months ended September 30, 2017 were as follows ($ in millions): Foreign Currency Translation Items Unrealized (losses) / gains net of tax Total Accumulated Other Comprehensive Income / (Loss) Balance as of December 31, 2016 $ 534.7 $ (1,573.1 ) $ (1,038.4 ) Other comprehensive gain / (loss) before reclassifications into general and administrative 860.4 203.6 1,064.0 Net impact of other-than-temporary loss on investment in Teva securities - 1,599.4 1,599.4 Total other comprehensive income 860.4 1,803.0 2,663.4 Balance as of June 30, 2017 $ 1,395.1 $ 229.9 $ 1,625.0 Net impact of other-than-temporary loss on investment in Teva securities - (207.7 ) (207.7 ) Other comprehensive gain / (loss) before reclassifications into general and administrative 280.8 13.1 293.9 Total other comprehensive income 280.8 (194.6 ) 86.2 Balance as of September 30, 2017 $ 1,675.9 $ 35.3 $ 1,711.2 The movements in accumulated other comprehensive (loss) / income for the three and nine months ended September 30, 2016 were as follows ($ in millions): Foreign Currency Translation Items Unrealized gains net of tax Total Accumulated Other Comprehensive (Loss) / Income Balance as of December 31, 2015 $ (564.3 ) $ 70.2 $ (494.1 ) Other comprehensive gain / (loss) before reclassifications into general and administrative 192.9 (15.9 ) 177.0 Total other comprehensive income / (loss) 192.9 (15.9 ) 177.0 Balance as of June 30, 2016 $ (371.4 ) $ 54.3 $ (317.1 ) Other comprehensive gain / (loss) before reclassifications into general and administrative (19.1 ) 54.9 35.8 Impact of Teva Transaction 1,540.6 4.2 1,544.8 Net impact of other-than-temporary loss on investment in Teva securities - (664.2 ) (664.2 ) Total other comprehensive (loss) / income 1,521.5 (605.1 ) 916.4 Balance as of September 30, 2016 $ 1,150.1 $ (550.8 ) $ 599.3 |
Hedging Activities
Hedging Activities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Hedging Activities | NOTE 17 — 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. As of September 30, 2017 and December 31, 2016, there were no outstanding foreign currency instruments. 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. Net Investment Hedge In the normal course of business, we manage certain foreign exchange risks through a variety of strategies, including hedging. Our hedging strategies include the use of derivatives, including net investment hedges. For net investment hedges, the effective portion of the gains and losses on the instruments arising from the effects of foreign exchange are recorded in the currency translation adjustment component of accumulated other comprehensive income / (loss), consistent with the underlying hedged item. Hedging transactions are limited to an underlying exposure. As a result, any change in the value of our hedging instruments would be substantially offset by an opposite change in the value of the underlying hedged items. We do not use derivative instruments for trading or speculative purposes. The Company is exposed to foreign exchange risk in its international operations from foreign currency purchases, net investments in foreign subsidiaries, and foreign currency assets and liabilities created in the normal course of business, including the Euro Denominated Notes. In the nine months ended September 30, 2017, we used effective net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries. The total notional amount of our instruments designated as net investment hedges was $3.5 billion as of September 30, 2017. During the three and nine months ended September 30, 2017, the impact of the net investment hedges on other comprehensive income was a loss of $94.1 million and $151.3 million, respectively. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 18 — Fair Value Measurement Assets and liabilities are measured at fair value using Fair Value Leveling or disclosed at fair value on a recurring basis and as of September 30, 2017 and December 31, 2016 consisted of the following ($ in millions): Fair Value Measurements as of September 30, 2017 Using: Total Level 1 Level 2 Level 3 Assets: Cash equivalents * $ 939.4 $ 939.4 $ - $ - Short-term investments 2,064.0 - 2,064.0 - Deferred executive compensation investments 112.4 92.0 20.4 - Foreign currency derivatives - - - - Investment in Teva ordinary shares 1,765.1 1,765.1 - - Investments and other 76.7 76.7 - - Total assets $ 4,957.6 $ 2,873.2 $ 2,084.4 $ - Liabilities: Deferred executive compensation liabilities $ 114.0 $ 93.6 $ 20.4 $ - Contingent consideration obligations 559.8 - - 559.8 Total liabilities $ 673.8 $ 93.6 $ 20.4 $ 559.8 Fair Value Measurements as of December 31, 2016 Using: Total Level 1 Level 2 Level 3 Assets: Cash equivalents * $ 1,238.9 $ 1,238.9 $ - $ - Short-term investments 8,062.3 - 8,062.3 Deferred executive compensation investments 111.7 90.5 21.2 Foreign currency derivatives 0.1 - 0.1 - Investment in Teva ordinary shares 3,439.2 - 3,439.2 - Investments and other 95.0 95.0 - - Total assets $ 12,947.2 $ 1,424.4 $ 11,522.8 $ - Liabilities: Deferred executive compensation liabilities $ 111.7 $ 90.5 $ 21.2 $ - Contingent consideration obligations 1,172.1 - - 1,172.1 Total liabilities $ 1,283.8 $ 90.5 $ 21.2 $ 1,172.1 * Marketable securities with less than 90 days remaining until maturity at the time of acquisition are classified as cash equivalents. Marketable securities and investments consist of available-for-sale investments in money market securities and equity securities for which market prices are readily available. Unrealized gains or losses on marketable securities and investments are recorded in accumulated other comprehensive (loss) / income. Realized gains or losses on marketable securities and investments are recorded in interest income. 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) September 30, 2017 September 30, 2016 Cost of sales $ (67.0 ) $ 10.4 Research and development 0.2 5.5 General and administrative - - Total $ (66.8 ) $ 15.9 Nine Months Ended Expense / (income) September 30, 2017 September 30, 2016 Cost of sales $ (127.3 ) $ 13.4 Research and development 75.7 65.8 General and administrative - 0.1 Total $ (51.6 ) $ 79.3 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 nine months ended September 30, 2017 and 2016 ($ in millions): Balance as of December 31, 2016 Net transfers in to (out of) Level 3 Purchases, settlements, and other net Net accretion and fair value adjustments Balance as of September 30, 2017 Liabilities: Contingent consideration obligations $ 1,172.1 $ - $ (560.7 ) $ (51.6 ) $ 559.8 Balance as of December 31, 2015 Net transfers in to (out of) Level 3 Purchases, settlements, and other net Net accretion and fair value adjustments Balance as of September 30, 2016 Liabilities: Contingent consideration obligations $ 868.0 $ - $ 3.8 $ 79.3 $ 951.1 During the nine months ended September 30, 2017, the following activity in contingent consideration obligations from the following business acquisitions was incurred ($ in millions): Business Acquisition Balance as of December 31, 2016 Fair Value Adjustments and Accretion Payments and Other Balance as of September 30, 2017 Tobira Acquisition $ 514.4 $ 19.5 $ (301.6 ) $ 232.3 Allergan Acquisition 199.6 (6.8 ) (110.0 ) 82.8 Medicines 360 acquisition 127.5 (69.6 ) (15.5 ) 42.4 AqueSys Acquisition 103.9 (35.5 ) (25.0 ) 43.4 Oculeve Acquisition 99.5 54.3 (100.0 ) 53.8 ForSight Acquisition 65.4 2.0 - 67.4 Metrogel acquisition 15.0 0.1 (7.6 ) 7.5 Forest Acquisition 11.0 3.2 (1.5 ) 12.7 Uteron acquisition 8.2 (8.2 ) - - Other 27.6 (10.6 ) 0.5 17.5 Total $ 1,172.1 $ (51.6 ) $ (560.7 ) $ 559.8 |
Business Restructuring Charges
Business Restructuring Charges | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Business Restructuring Charges | NOTE 19 — Business Restructuring Charges During 2017, activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the LifeCell and Zeltiq acquisitions, international restructurings and non-acquisition related restructurings. Restructuring activities for the nine months ended September 30, 2017 were as follows ($ in millions): Severance Retention Share-Based Compensation Other Total Reserve balance at December 31, 2016 $ 68.5 $ - $ 39.7 $ 108.2 Charged to expense Cost of sales 40.4 - - 40.4 Research and development 17.8 - - 17.8 Selling and marketing 46.6 - - 46.6 General and administrative 20.5 34.4 13.0 67.9 Total expense 125.3 34.4 13.0 172.7 Cash payments (77.9 ) (31.5 ) (35.8 ) (145.2 ) Other reserve impact (7.6 ) (2.9 ) - (10.5 ) Reserve balance at September 30, 2017 $ 108.3 $ - $ 16.9 $ 125.2 As part of the Company’s internal optimization restructuring programs, the Company incurred severance and other restructuring costs relating to the commercial organization of $20.0 million as the Company intends to eliminate approximately 400 commercial organization positions. In addition, restructuring charges in the nine months ended September 30, 2017 includes $13.7 million of severance and restructuring costs related to a planned internal reduction of approximately 100 employees within the Company’s R&D organization and $39.7 million of severance and restructuring costs relating to the global manufacturing operations initiating plans to close certain facilities. In the three months ended September 30, 2017, the Company reversed certain charges related to a portion of anticipated internal restructurings which are no longer occurring based on revised portfolio prioritizations and the timing of select R&D projects. During the three months ended September 30, 2017 and 2016, the Company recognized restructuring charges of $31.8 million and $37.7 million, respectively. During the nine months ended September 30, 2017 and 2016, the Company recognized restructuring charges of $172.7 million and $72.0 million, respectively. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | NOTE 20 — 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 September 30, 2017, the Company’s consolidated balance sheet includes accrued loss contingencies of approximately $75.0 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 In matters involving the assertion or defense of the Company’s intellectual property, the Company believes it has meritorious claims and intends to vigorously assert or defend the patents or other intellectual property at issue in such litigation. Similarly, in matters where the Company is a defendant, the Company believes it has meritorious defenses and intends to defend itself vigorously. However, the Company can offer no assurances that it will be successful in a litigation or, in the case of patent enforcement matters, that a generic version of the product at issue will not be launched or enjoined. Failing to prevail in a litigation 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. Antitrust Litigation Asacol ® Two class action complaints were filed on June 22, 2015, and three more on September 21, 2015, 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 ® ® ® ® The Company has reached a tentative agreement with the direct purchaser plaintiffs to settle their claims. The Company has filed a motion for summary judgment seeking dismissal of the indirect purchaser plaintiffs’ claims. Botox ® . A class action complaint was filed in federal court in California on February 24, 2015, and amended May 29, 2015, alleging 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. In the complaint, plaintiffs seek an unspecified amount of treble damages. On July 19, 2016, plaintiffs filed a motion for class certification. On October 14, 2016, the Company filed an opposition to plaintiffs’ motion for class certification. Oral argument on the class certification motion was heard on January 13, 2017. On June 13, 2017, the court granted plaintiff’s motion for class certification. In September 2017, the parties filed cross motions for summary judgement, which were heard by the court on October 27, 2017. Loestrin ® On April 5, 2013, two putative class actions were filed in the federal district court against Warner Chilcott and certain affiliates alleging that Warner Chilcott’s 2009 patent lawsuit settlements with Watson Laboratories and Lupin related to Loestrin ® ® ® 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 was acting to prevent or delay generic competition to Forest’s immediate-release product Namenda ® ® ® Zymar ® ® . On February 16, 2012, Apotex Inc. and Apotex Corp. filed a complaint in the federal district court in Delaware against Senju Pharmaceuticals Co., Ltd. (“Senju”), Kyorin Pharmaceutical Co., Ltd. (“Kyorin”), and Allergan, Inc. 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 Inc.’s ZYMAR ® ® 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 ® ® Commercial Litigation Celexa ® ® . Forest and certain of its affiliates have been named as defendants in multiple federal court actions relating to the promotion of Celexa ® ® ® ® ® ® ® ® On August 28, 2014, an action was filed in the federal district court in Washington seeking to certify a nationwide class of consumers and subclasses of Washington and Massachusetts consumers that purchased Celexa ® ® ® ® Telephone Consumer Protection Act Litigation. 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 Telephone Consumer Protection Act (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. On October 31, 2015, another class action complaint was filed in Missouri state court against Allergan USA, Inc., Warner Chilcott Corporation and Actavis, Inc., now known as Allergan Finance LLC, alleging violations of the Telephone Consumer Protection Act, the Missouri Consumer Fraud and Protection Act and conversion on behalf of a putative nationwide class of plaintiffs to who defendant Warner Chilcott Corporation sent unsolicited facsimile advertisements. Defendants removed this action to the federal district court for the Western District of Missouri on December 10, 2015 and responded to the complaint on February 8, 2016. On February 17, 2016, plaintiffs voluntarily dismissed defendants Allergan USA, Inc. and Actavis, Inc. from the litigation. In the wake of the Court of Appeals decision on the Petition discussed below, the parties reached an agreement to settle the action against Warner Chilcott. In a related matter, 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. Warner Chilcott filed a similar petition with the FCC. On January 31, 2014, the FCC issued a Public Notice seeking comment on Forest’s and several other similar petitions. On October 30, 2014, the FCC issued a final order on the FCC Petition granting 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. Forest and other petitioners intervened 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. Oral argument before the appellate court took place on November 8, 2016. On March 31, 2017, the Court of Appeals issued a decision which held that the FCC regulation at issue was not properly promulgated under the TCPA. Prescription Opioid Drug Abuse Litigation . The Company has been named as a defendant in approximately 82 matters relating to the promotion and sale of prescription opioid pain relievers and additional suits may be filed. 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. The California complaint alleges that the manufacturer defendants engaged in a deceptive campaign to promote their products in violation of state laws. The complaint seeks an unspecified amount of monetary damages, penalties and injunctive relief. On August 27, 2015, the court stayed the action based on primary jurisdiction arguments raised in the motions to dismiss. On June 3, 2016, the California plaintiffs filed a motion to lift the stay and a motion for leave to file a third amended complaint. On July 1, 2016, the Company and co-defendants filed joint oppositions to the California plaintiffs’ motion to lift the stay and motion for leave to file a third amended complaint. On July 27, 2016, the court ordered the California plaintiffs to file another motion for leave to file an amended complaint along with a proposed amended complaint. On October 19, 2016, the court in the California litigation lifted the stay in part permitting defendants to challenge the third amended complaint and for the parties to discuss settlement and maintaining the stay in all other respects. On July 6, 2017, Santa Clara and Orange Counties filed a fourth amended complaint. 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. The Chicago complaint contains similar allegations as the California complaint and also seeks unspecified monetary damages, penalties and injunctive relief. Defendants have moved to dismiss the complaints in each action. On May 8, 2015, the court granted the Company’s motion to dismiss the complaint. On August 26, 2015, the City of Chicago filed a second amended complaint. On September 29, 2016, the court in the Chicago litigation granted in part and denied in part defendants’ motion to dismiss the second amended complaint. On October 25, 2016, Chicago filed a third amended complaint. On December 15, 2016, the Company moved to dismiss the third amended complaint and filed an answer to the complaint. On December 15, 2015, the State of Mississippi filed a lawsuit in Mississippi state court against several pharmaceutical manufacturers. The Mississippi action parallels the allegations in the California and Chicago matters and seeks monetary and equitable relief. In March and April 2016, the defendants filed motions to dismiss, stay, and transfer venue in the Mississippi action. On February 13, 2017, the defendants’ motion to transfer venue was denied. On March 6, 2017, the defendants filed a petition for permission to appeal interlocutory order denying defendants’ motion to transfer venue with the Mississippi Supreme Court. On May 31, 2017, the State of Ohio filed a lawsuit in Ohio state court against several pharmaceutical manufacturers. The Ohio action parallels the allegations in the Chicago matter and seeks monetary and equitable relief. Since the filing of the complaint by the State of Ohio, additional cases have been filed, including cases filed by the States of Oklahoma and New Mexico, but mainly by political subdivisions of states (ie., counties and municipalities) in state and federal courts across the country. In addition, a putative class action was filed in the United States District Court for the Western District of Arkansas on behalf of Arkansas residents who were prescribed an opioid product or were prescribed an opioid product and were treated for an overdose or addiction against several pharmaceutical manufacturers. The claims in the additional cases The Company is aware that other states and political subdivisions are considering filing comparable actions against, among others, manufacturers and parties that promoted prescription opioid pain relievers. 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 RICO statute 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 ® TNS Products Litigation . On March 19, 2014, a class action complaint was filed in the federal district court in California on behalf of a putative class of consumers. The complaint alleges violations of the California Unfair Competition Law, the Consumers Legal Remedies Act, and the False Advertising Law, and deceit. On June 2, 2014, plaintiff filed a first amended complaint. On June 23, 2014, Allergan filed a motion to dismiss the first amended complaint. On September 5, 2014, the court granted-in-part and denied-in-part Allergan’s motion to dismiss. On September 8, 2014, the court set trial for September 1, 2015. On November 4, 2014, Allergan and SkinMedica filed a motion to dismiss. On January 7, 2015, Allergan and SkinMedica’s motion to dismiss was denied. On February 19, 2015 plaintiff filed a third amended complaint. On May 27, 2015, the case was stayed pending the decision of the Ninth Circuit Court of Appeals in another matter involving similar legal issues. Xaleron Dispute. On February 5, 2016, Xaleron Pharmaceuticals, Inc. filed a lawsuit against Allergan, Inc. and Actavis, Inc., now known as Allergan Finance, LLC, in state court in New York. The complaint, filed on February 26, 2016, alleges the defendants misappropriated Xaleron’s confidential business information and asserts claims for unfair competition, tortious interference with prospective economic advantage and unjust enrichment. The Company filed a motion to dismiss the complaint on April 15, 2016. On September 13, 2016, the court issued a decision denying the Company’s motion. Defendants filed an answer to the complaint and the parties are now engaged in discovery. Zeltiq Shareholder Litigation. On March 14, 2017, a putative shareholder class action lawsuit was filed against Zeltiq Aesthetics, Inc. and various directors as well as Allergan entities in Delaware federal court. Plaintiffs allege that Zeltiq’s proxy statement misrepresents material information that is preventing Zeltiq’s shareholders from making a fully informed decision on the proposed sale to Allergan, including failure to disclose GAAP reconciliation of Zeltiq’s non-GAAP projections. The Allergan entities were named under a supervisory role theory. On March 29, 2017, a similar putative shareholder class action lawsuit was filed in California federal court against Zeltiq Aesthetics, Inc. and various directors seeking a preliminary injunction. Allergan was not named as a defendant. Zeltiq filed an amendment to its Definitive Proxy Statement on April 11, 2017, which includes supplemental disclosures that address plaintiffs’ claims. On the same date, plaintiffs in the California action withdrew their motion for a preliminary injunction. On May 23, 2017, plaintiffs in the California action voluntarily dismissed their complaint, with prejudice as to the named plaintiff and without prejudice as to the class members. The parties have reached an agreement in principle to settle this dispute pursuant to which plaintiffs will voluntarily dismiss this action. Zeltiq Advertising Litigation . On April 26, 2017, a putative class action lawsuit was filed against Zeltiq Aesthetics, Inc. in state court in California alleging that Zeltiq misled customers regarding the promotion of its CoolSculpting product and the product’s premarket notification clearance status. On May 30, 2017, the case was removed to the United States District Court for the Central District of California. On July 20, 2017, Plaintiffs filed an amended complaint. In August 2017, Zeltiq filed a motion to dismiss the amended complaint. Employment Litigation In July 2012, Forest was named as defendants in an action brought by certain former Company sales representatives and specialty sales representatives in the federal district court in New York. The action is a putative class and collective action, and alleges class claims under Title VII for gender discrimination with respect to pay and promotions, as well as discrimination on the basis of pregnancy, and a collective action claim under the Equal Pay Act. The proposed Title VII gender class includes all current and former female sales representatives employed by the Company throughout the U.S. from 2008 to the date of judgment, and the proposed Title VII pregnancy sub-class includes all current and former female sales representatives who have been, are, or will become pregnant while employed by the Company throughout the U.S. from 2008 to the date of judgment. The proposed Equal Pay Act collective action class includes current, former, and future female sales representatives who were not compensated equally to similarly-situated male employees during the applicable liability period. The second amended complaint also includes non-class claims on behalf of certain of the named Plaintiffs for sexual harassment and retaliation under Title VII, and for violations of the Family and Medical Leave Act. On August 14, 2014, the court issued a decision on the Company’s motion to dismiss, granting it in part and denying it in part, striking the plaintiffs’ proposed class definition and instead limiting the proposed class to a smaller set of potential class members and dismissing certain of the individual plaintiffs’ claims. Plaintiffs filed a motion for conditional certification of an Equal Pay Act collective action on May 22, 2015 which the Company has opposed. On September 2, 2015, the court granted plaintiffs motion to conditionally certify a collective action. On April 3, 2017, the parties agreed to settle this matter. Patent Litigation Patent Enforcement Matters Aczone ® Gel, 7.5%. In June and July 2017, Allergan, Inc. brought actions for infringement of U.S. Patent No. 9,517,219 (the “‘219 patent”) in the U.S. District Court for the District of Delaware against Taro Pharmaceutical Industries Ltd. and Taro Pharmaceuticals, Inc. (collectively, “Taro”). Taro had notified Allergan in April and July 2017, that it filed an ANDA with the FDA seeking to obtain approval to market a generic version of Aczone® Gel, 7.5% before the ‘219 patent expires in November 2033. These lawsuits triggered automatic stays of approval of Taro’s ANDA that expire no earlier than October 2019 and January 2020, respectively (unless there is a final court decision adverse to Plaintiff sooner). Trial has been scheduled for February 4, 2019, assuming the parties consent to Magistrate Judge Fallon conducting all proceedings in the case. Otherwise, when the case is ready for trial the court will assign a district judge and the pre-trial and trial dates will be set depending on the district judge’s schedule. Amrix ® Byvalson ® On September 18, 2017, Forest Laboratories, LLC and Forest Laboratories Holdings, Ltd. (collectively, “Forest”) brought an action for infringement of U.S. Patent Nos. 7,803,838 (the “‘838 patent”) and 7,838,552 (the “‘552 patent”) in the U.S. District Court for the District of New Jersey against Prinston Pharmaceutical Inc., Zhejiang Huahai Pharmaceutical Co., Ltd., Huahai US Inc. and Solco Healthcare US, LLC (collectively, “Prinston”). Prinston notified Forest that it filed an ANDA with the FDA seeking to obtain approval to market a generic version of Byvalson ® Canasa ® ® ® on December 15, 2018, or earlier under certain circumstances. On March 22, 2016, Aptalis entered into a settlement agreement with Sandoz. On December 14, 2015, Aptalis brought an action for infringement of the ’083, ’051, and ’384 patents in the U.S. District Court for the District of New Jersey against Pharmaceutical Sourcing Partners, Inc. (“PSP”). PSP had notified Aptalis that it had filed an ANDA with the FDA seeking to obtain approval to market generic versions of Canasa ® On January 30, 2017, Aptalis brought an action for infringement of the ’083, ’051, and ’384 patents in the U.S. District Court for the District of New Jersey against Zydus Pharmaceuticals (USA) Inc., Zydus Healthcare USA LLC and Cadila Healthcare Limited (collectively “Zydus”). Zydus has notified Aptalis that it has filed an ANDA with the FDA seeking to obtain approval to market generic versions of Canasa ® On August 11, 2017, Aptalis brought actions for infringement of the ’083, ’051, and ’384 patents in the U.S. District Courts for the District of New Jersey and the District of Delaware against Amneal Pharmaceuticals LLC and Amneal Pharmaceuticals of New York, LLC (collectively “Amneal”). Amneal notified Aptalis that it filed an ANDA with the FDA seeking to obtain approval to market generic versions of Canasa before certain of these patents expire. These lawsuits triggered an automatic stay of approval of Amneal’s ANDA that expires no earlier than December 29, 2019 (unless there is a final court decision adverse to Aptalis sooner). On August 23, 2017, Aptalis entered into a settlement agreement with Amneal and the case was dismissed. Combigan ® . In 2012, Allergan filed a complaint against Sandoz, Alcon, Apotex and Watson in the U.S. District Court for the Eastern District of Texas, Marshall Division, alleging that their proposed products infringe U.S. Patent Number 8,133,890 (the “890 Patent”), and subsequently amended their complaint to assert infringement of U.S. Patent Number 8,354,409. In March 2013, Allergan received a Paragraph IV invalidity and non-infringement certification from Sandoz, contending that the ‘890 Patent is invalid and not infringed by the proposed generic product. In October 2013, Allergan filed a motion to stay and administratively close the Combigan II matter, which was granted. In April 2015, Allergan filed a stipulation of dismissal and the U.S. District Court granted the Order with respect to the Watson defendants. In October 2015, the U.S. District Court entered an order consolidating the ® matter into this matter , as lead case. A Markman Hearing was held on March 2, 2016. On May 19, 2016, Sandoz filed an opposed motion for leave to amend its answer and counterclaim seeking to add a count for declaratory judgment of invalidity of the ‘149 Patent. On July 20, 2016, Alcon and Sandoz filed motions for summary judgment of invalidity and non-infringement of claim 4 of the ‘149 Patent, and Allergan filed a motion for summary judgment of infringement of claim 4 of the ‘149 Patent and to preclude Sandoz from re-challenging the validity of that claim. On September 30, 2016, the court denied the parties’ motions for summary judgment. A bench trial concluded on October 27, 2016. On December 30, 2016, the court entered an opinion and final judgment in favor of Allergan and against Sandoz, that the asserted claims of the ‘149 Patent, and U.S. Patent Numbers 7,320,976 (“‘976 Patent”) and 8,748,425 (the “‘425 Patent”), were not invalid, and that Sandoz infringes the asserted claims of the ‘425 Patent. The court also held in favor of Sandoz and against Allergan, that Sandoz does not infringe the asserted claims of the ‘149 and ‘976 Patents. Sandoz filed a notice of appeal to U.S. Court of Appeals for the Federal Circuit on January 17, 2017, and Allergan filed a notice of cross appeal on January 27, 2017. On March 1, 2017, Sandoz filed its opening brief, on April 10, 2017, Allergan filed its responsive brief, and on May 15, 2017, Sandoz filed its reply brief. Oral argument was held on October 2, 2017. Delzicol ® On August 28, 2015, Warner Chilcott Company, LLC, Warner Chilcott (US), LLC, and Qualicaps Co., Ltd. (collectively, “Plaintiffs”) brought an action for infringement of U.S. Patent No. 6,649,180 (the “‘180 patent”) in the United States District Court for the Eastern District of Texas against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries Ltd. (collectively, “Teva”). Teva notified Plaintiffs that it has filed an ANDA with the FDA seeking to obtain approval to market generic versions of Delzicol ® ® ) with the Teva litigation ( ) matter as the lead case. On April 1, 2016, Warner Chilcott Company, LLC, Warner Chilcott (US), LLC, Allergan Pharmaceuticals International Ltd., Allergan USA, LLC and Qualicaps Co., Ltd. (collectively, “Plaintiffs”) brought an action for infringement of the ‘180 patent in the United States District Court for the Eastern District of Texas against Zydus International Pvt. Ltd., Zydus Pharmaceuticals (USA) Inc. and Cadila Healthcare Ltd. (collectively, “Zydus”). Zydus notified the Company that it has filed an ANDA with the FDA seeking to obtain approval to market generic versions of Delzicol ® On July 21, 2016, the Plaintiffs filed an answer to Teva’s counterclaim and to Zydus’s counterclaim. On November 28, 2016, Plaintiffs entered into a settlement agreement with Zydus. Under the terms of the settlement agreement, Zydus may launch its generic version of Delzicol ® ® Delzicol ® On November 4, 2016, Mylan Pharmaceuticals Inc. (“Mylan”) filed a petition for Review (“IPR”) with the USPTO regarding U.S. Patent No. 6,649,180 (the “‘180 patent”). Qualicaps Co., Ltd.’s filed a patent owner preliminary response on February 17, 2017. On May 17, 2017, the USPTO granted Mylan’s petition to institute an IPR on certain grounds with respect to claims 1 and 4 of the ‘180 patent. On July 21, 2017, Qualicaps filed a patent owner response. September 15, 2017, Mylan filed a reply. A hearing is scheduled for January 25, 2018. Fetzima ® In September and October 2017, certain Allergan subsidiaries and Pierre Fabre Medicament received Paragraph IV certification notice letters from Amneal Pharmaceuticals LLC, Aurobindo Pharma USA, Inc., MSN Laboratories Private Limited, Prinston Pharmaceutical Inc., Torrent Pharmaceuticals Limited, West-Ward Pharmaceuticals International Limited, and Zydus Pharmaceuticals (USA) Inc. indicating that they had submitted to FDA ANDAs seeking approval to manufacture and sell generic versions of FETZIMA ® Juvéderm ® On August 2, 2017, Teoxane S.A. (“Teoxane”) filed a petition for Review (Trial number IPR2017-01906) with the USPTO regarding U.S. Patent No. 8,357,795, which was accorded a filing date of September 13, 2017. And on August 24, 2017, Teoxane filed a petition for Review (Trial Number IPR2017-02002) with the USPTO regarding U.S. Patent Number 8,450,475, which was accorded a filing date of September 13, 2017. Lastacaft ® . In July 2017, the Company and Vistakon Pharmaceuticals, LLC received a Paragraph IV certification notice letter from Aurobindo Pharma USA Inc. (“Aurobindo”) indicating that it had submitted to FDA an ANDA seeking approval to manufacture and sell a generic version of LASTACAFT® (“LASTACAFT”) before the expiration of U.S. Patent No. 8,664,215 (the “‘215 Patent) listed in the Orange Book. The ‘215 Patent expires December 2027. Aurobindo claims that the patent listed in its notice letter is invalid, unenforceable and/or would not be infringed. On September 8, 2017, Allergan, Inc. and Vistakon Pharmaceuticals, LLC (collectively, “Plaintiffs”), brought an action for infringement of the ‘215 Patent in the U.S. District Court for the District of Delaware against Aurobindo Pharma Ltd., Aurobindo Pharma USA, Inc. and Auromedics Pharma LLC (collectively, “Defendants”). This lawsuit triggered an automatic stay of approval of the applicable ANDA that expires no earlier than January 2020 (unless there is a final court decision adverse to Plaintiffs sooner). No trial schedule has been set. Latisse ® . In July 2017, Plaintiffs Allergan and Duke University (collectively, “Plaintiffs”) filed a complaint for infringement of U.S. Patent Number 9,579,270 (“‘270 Patent”) against Defendants Sandoz Inc. (“Sandoz”) and Alcon Laboratories, Inc. (“Alcon”) in the U.S. District Court for the Eastern District of Texas. (The ‘270 patent expires in January 2021.) In December 2016, Sandoz announced the U.S. market launch of Defendants’ generic copy of LATISSE ® ® In addition, in August 2017, the Company and Duke University received a Paragraph IV certification notice letter from Alembic Pharmaceuticals, Ltd. (“Alembic”) indicating that it had submitted to FDA an ANDA seeking approval to manufacture and sell a generic version of LATISSE® (“LATISSE”) before the expiration of U.S. Patent Nos. 8,038,988 (the “‘988 Patent”), 8,101,161 (the “‘161 Patent”), 8,263,054 (the “‘054 Patent”), 8,541,466 (the “‘466 Patent”), 8,632,760 (the “‘760 Patent”), 8,758,733 (the “‘733 Patent”), 8,906,962 (the “‘962 Patent”), 8,986,715 (the “‘715 Patent”), 9,216,183 (the “‘183” Patent), 9,226,931 (the “‘931 Patent) and 9,579,270 (the “‘270 Patent”). (The ‘466, ‘962 and ‘270 Patents expire in January 2021; the ‘054, ‘760, ‘733, ‘715, ‘183, and ‘931 Patents expire in January 2023; the ‘988 Patent expires in August 2023; and the ‘161 Patent expires in May 2024). Alembic claims that the patents listed in its notice letter are invalid, unenforceable and/or would not be infringed. On September 25, 2017, Allergan, Inc., Allergan Sales, LLC and Duke University (collectively, “Plaintiffs”), brought an action for infringement of the ‘270 Patent in the U.S. District Court for the District of New Jersey against Alembic Pharmaceuticals, Ltd., Alembic Global Holding SA, and Alembic Pharmaceuticals, Inc. This lawsuit triggered an automatic stay of approval of the applicable ANDA that expires no earlier than February 2020 (unless there is a final court decision adverse to Plaintiffs sooner). No trial schedule has been set. Linzess ® In October and November 2016, the Company and Ironwood received Paragraph IV certification notice letters from Teva Pharmaceuticals USA, Inc. (“Teva”) , Aurobindo Pharma Ltd., Mylan Pharmaceuticals Inc. (“Mylan”), and Sandoz Inc. (“Sandoz”) indicating that they had submitted to FDA ANDAs seeking approval to manufacture and sell generics version of LINZESS® 145 mcg and 290 mcg capsules (“LINZESS”) before the expiration of some or all of the nine patents then listed in the Orange Book, including U.S. Patent Nos. 7,304,036 (the “‘036 Patent”); 7,371,727 (the “‘727 Patent”); 7,704,947 (the “‘947 Patent”); 7,745,409 (the “‘409 Patent”); 8,080,526 (the “‘526 Patent”); 8,110,553 (the “‘553 Patent”); 8,748,573 (the “‘573 Patent”); 8,802,628 (the “‘628 Patent”); and 8,933,030 (the “‘030 Patent”). (The ‘727, ‘947, ‘409, ‘526 and ‘553 Patents expire in January 2024; the ‘036 Patent expires in August 2026; and the ‘573, ‘628 and ‘030 Patents expire in 2031.) Teva, Aurobindo Pharma Ltd., Mylan and Sandoz claim that the patents discussed in their respective notice letters are invalid, unenforceable and/or would not be infringed. On November 30, 2016, Forest Laboratories, LLC, Forest Laboratories Holdings, Ltd., Allergan USA, Inc. and Ironwood Pharmaceuticals, Inc. (collectively, “Plaintiffs”), brought an action for infringement of some or all of the ‘036, ‘727, ‘947, ‘409, ‘526, ‘553, ‘573, ‘628 and ‘030 Patents in the U.S. District Court for the District of Delaware against Aurobindo Pharma Ltd., Aurobindo Pharma USA, Inc. (collectively, “Aurobindo”), Teva, Mylan and Sandoz. This lawsuit triggered an automatic stay of approval of the applicable ANDAs that expires no earlier than February 2020 (unless there is a final court decision adverse to |
Warner Chilcott Limited ("WCL")
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2017 | |
Warner Chilcott Acquisition [Member] | |
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information | NOTE 21 — 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, Allergan Funding SCS, and Allergan Finance, LLC (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, Allergan Capital S.à.r.l. and Allergan Finance, LLC are guarantors of the long-term notes. The Company anticipates future legal entity structure changes which may impact the presentation of this footnote in the near future. WCL has revised its consolidating balance sheets as previously presented in Footnote 25 of the December 31, 2016 Annual Report on Form 10-K and its consolidating financial statements as previously presented in Footnote 21 of the September 30, 2016 Quarterly Report on Form 10-Q due to a change in the Company’s legal structure and other reclassifications that occurred during the nine months ended September 30, 2017. As a result, prior period information has been recast to conform to the current period presentation. The following financial information presents the consolidating balance sheets as of September 30, 2017 and December 31, 2016, the related statement of operations for the three and nine months ended September 30, 2017 and 2016 and the statement of cash flows for the nine months ended September 30, 2017 and 2016. Warner Chilcott Limited Consolidating Balance Sheets As of September 30, 2017 (Unaudited; in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ 0.1 $ 29.7 $ - $ - $ 1,578.7 $ - $ 1,608.5 Marketable securities - - - - 3,829.1 - 3,829.1 Accounts receivable, net - - - - 2,808.6 - 2,808.6 Receivable from Parents - 4,824.2 - - 484.7 - 5,308.9 Inventories, net - - - - 899.8 - 899.8 Intercompany receivables - 9,481.2 5,308.4 75.9 30,134.2 (44,999.7 ) - Prepaid expenses and other current assets - 5.0 - 89.7 866.3 - 961.0 Total current assets 0.1 14,340.1 5,308.4 165.6 40,601.4 (44,999.7 ) 15,415.9 Property, plant and equipment, net - - - - 1,802.2 - 1,802.2 Investments and other assets - - - - 269.9 - 269.9 Investment in subsidiaries 78,649.5 84,325.9 - 70,820.7 - (233,796.1 ) - Non current intercompany receivables - 31,706.5 20,938.0 - 30,867.5 (83,512.0 ) - Non current receivables from Parents - - - - 3,964.0 - 3,964.0 Non current assets held for sale - - - - 11.1 - 11.1 Deferred tax assets - - - - 326.9 - 326.9 Product rights and other intangibles - - - - 56,698.9 - 56,698.9 Goodwill - - - - 49,770.9 - 49,770.9 Total assets $ 78,649.6 $ 130,372.5 $ 26,246.4 $ 70,986.3 $ 184,312.8 $ (362,307.8 ) $ 128,259.8 Current liabilities: Accounts payable and accrued expenses - - 77.9 - 4,438.2 - 4,516.1 Intercompany payables - 17,174.7 1,756.9 11,202.6 14,865.5 (44,999.7 ) - Payable to Parents - - - - 1,816.5 - 1,816.5 Income taxes payable - - - - 221.1 - 221.1 Current portion of long-term debt and capital leases - - 3,472.6 - 324.4 - 3,797.0 Total current liabilities - 17,174.7 5,307.4 11,202.6 21,665.7 (44,999.7 ) 10,350.7 Long-term debt and capital leases - - 20,938.0 2,530.3 3,070.8 - 26,539.1 Other long-term liabilities - - - - 1,007.0 - 1,007.0 Long-term intercompany payables - 30,718.5 - 149.0 52,644.5 (83,512.0 ) - Other taxes payable - - - - 911.4 - 911.4 Deferred tax liabilities - - - - 10,802.0 - 10,802.0 Total liabilities - 47,893.2 26,245.4 13,881.9 90,101.4 (128,511.7 ) 49,610.2 Total equity / (deficit) 78,649.6 82,479.3 1.0 57,104.4 94,211.4 (233,796.1 ) 78,649.6 Total liabilities and equity $ 78,649.6 $ 130,372.5 $ 26,246.4 $ 70,986.3 $ 184,312.8 $ (362,307.8 ) $ 128,259.8 Warner Chilcott Limited Consolidating Balance Sheets As of December 31, 2016 ($ in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ 0.1 $ 513.9 $ - $ - $ 1,199.2 $ - $ 1,713.2 Marketable securities - 6,351.8 - - 5,149.7 - 11,501.5 Accounts receivable, net - - - - 2,531.0 - 2,531.0 Receivable from Parents - 4,196.9 - - 5,092.3 - 9,289.2 Inventories - - - - 718.0 - 718.0 Intercompany receivables - 24,348.6 3,343.5 81.6 66,840.8 (94,614.5 ) - Prepaid expenses and other current assets - 14.2 - 42.7 1,325.2 - 1,382.1 Total current assets 0.1 35,425.4 3,343.5 124.3 82,856.2 (94,614.5 ) 27,135.0 Property, plant and equipment, net - - - - 1,611.3 - 1,611.3 Investments and other assets - - - 15.8 266.3 - 282.1 Investment in subsidiaries 88,093.4 89,276.0 - 73,757.8 - (251,127.2 ) - Non current intercompany receivables - 27,706.6 22,540.1 - 9,686.6 (59,933.3 ) - Non current receivables from Parents - - - - 3,964.0 - 3,964.0 Non current assets held for sale - - - - 27.0 - 27.0 Deferred tax assets - - - - 233.3 - 233.3 Product rights and other intangibles - - - - 62,618.6 - 62,618.6 Goodwill - - - - 46,356.1 - 46,356.1 Total assets $ 88,093.5 $ 152,408.0 $ 25,883.6 $ 73,897.9 $ 207,619.4 $ (405,675.0 ) $ 142,227.4 Current liabilities: Accounts payable and accrued expenses - - 208.9 - 4,784.4 - 4,993.3 Intercompany payables - 55,828.8 1,652.9 9,359.1 27,773.7 (94,614.5 ) - Payable to Parents - 334.1 - - 1,038.7 - 1,372.8 Income taxes payable - - - - 57.8 - 57.8 Current portion of long-term debt and capital leases - - 1,478.1 1,197.4 122.4 - 2,797.9 Total current liabilities - 56,162.9 3,339.9 10,556.5 33,777.0 (94,614.5 ) 9,221.8 Long-term debt and capital leases - - 22,540.1 3,079.0 4,351.7 - 29,970.8 Other long-term liabilities - - - - 1,086.0 - 1,086.0 Long-term intercompany payables - 9,537.6 - 149.0 50,246.7 (59,933.3 ) - Other taxes payable - - - - 886.2 - 886.2 Deferred tax liabilities - - - - 12,969.1 - 12,969.1 Total liabilities - 65,700.5 25,880.0 13,784.5 103,316.7 (154,547.8 ) 54,133.9 Total equity / (deficit) 88,093.5 86,707.5 3.6 60,113.4 104,302.7 (251,127.2 ) 88,093.5 Total liabilities and equity $ 88,093.5 $ 152,408.0 $ 25,883.6 $ 73,897.9 $ 207,619.4 $ (405,675.0 ) $ 142,227.4 Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended September 30, 2017 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ - $ - $ - $ - $ 4,034.3 $ - $ 4,034.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 586.5 - 586.5 Research and development - - - - 442.6 - 442.6 Selling and marketing - - - - 832.8 - 832.8 General and administrative - - (0.9 ) - 278.1 - 277.2 Amortization - - - - 1,781.0 - 1,781.0 In-process research and development impairments - - - - 202.0 - 202.0 Asset sales and impairments, net - - - - 3,874.8 - 3,874.8 Total operating expenses - - (0.9 ) - 7,997.8 - 7,996.9 Operating (loss) - - 0.9 - (3,963.5 ) - (3,962.6 ) Non-operating income (expense): Interest income / (expense), net - 193.6 52.5 (26.3 ) (447.1 ) - (227.3 ) Other (expense), net - - - - (1,310.3 ) - (1,310.3 ) Total other income (expense), net - 193.6 52.5 (26.3 ) (1,757.4 ) - (1,537.6 ) Income / (loss) before income taxes and noncontrolling interest - 193.6 53.4 (26.3 ) (5,720.9 ) - (5,500.2 ) (Benefit) / provision for income taxes - - 0.3 (14.4 ) (1,624.7 ) - (1,638.8 ) Losses / (earnings) of equity interest subsidiaries 3,869.2 4,077.9 - 2,564.2 - (10,511.3 ) - Net (loss) / income from continuing operations, net of tax $ (3,869.2 ) $ (3,884.3 ) $ 53.1 $ (2,576.1 ) $ (4,096.2 ) $ 10,511.3 $ (3,861.4 ) (Loss) from discontinued operations - - - - (6.1 ) - (6.1 ) Net (loss) / income $ (3,869.2 ) $ (3,884.3 ) $ 53.1 $ (2,576.1 ) $ (4,102.3 ) $ 10,511.3 $ (3,867.5 ) (Income) attributable to noncontrolling interest - - - - (1.7 ) - (1.7 ) Net (loss) / income attributable to ordinary shareholders $ (3,869.2 ) $ (3,884.3 ) $ 53.1 $ (2,576.1 ) $ (4,104.0 ) $ 10,511.3 $ (3,869.2 ) Other comprehensive income / (loss) 86.2 176.0 - (50.2 ) 86.2 (212.0 ) 86.2 Comprehensive income / (loss) $ (3,783.0 ) $ (3,708.3 ) $ 53.1 $ (2,626.3 ) $ (4,017.8 ) $ 10,299.3 $ (3,783.0 ) Warner Chilcott Limited Consolidating Statements of Operations For the Nine Months Ended September 30, 2017 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues - - - - 11,614.6 - 11,614.6 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 1,587.1 - 1,587.1 Research and development - - - - 1,691.9 - 1,691.9 Selling and marketing - - - - 2,637.1 - 2,637.1 General and administrative - - 9.2 1.1 1,028.9 - 1,039.2 Amortization - - - - 5,274.9 - 5,274.9 In process research and development impairments - - - - 1,245.3 - 1,245.3 Asset sales and impairments, net - - - - 3,896.2 - 3,896.2 Total operating expenses - - 9.2 1.1 17,361.4 - 17,371.7 Operating (loss) - - (9.2 ) (1.1 ) (5,746.8 ) - (5,757.1 ) Non-operating income (expense): Interest income / (expense), net - 721.7 117.3 (104.3 ) (1,440.5 ) - (705.8 ) Other income (expense), net - - (110.4 ) (39.9 ) (3,216.3 ) - (3,366.6 ) Total other income (expense), net - 721.7 6.9 (144.2 ) (4,656.8 ) - (4,072.4 ) Income / (loss) before income taxes and noncontrolling interest - 721.7 (2.3 ) (145.3 ) (10,403.6 ) - (9,829.5 ) (Benefit) / provision for income taxes - (0.2 ) 0.3 (73.4 ) (2,678.8 ) - (2,752.1 ) Losses / (earnings) of equity interest subsidiaries 7,099.7 7,901.8 - 2,579.5 - (17,581.0 ) - Net (loss) / income from continuing operations, net of tax $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,724.8 ) $ 17,581.0 $ (7,077.4 ) (Loss) from discontinued operations - - - - (17.6 ) - (17.6 ) Net (loss) / income $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,742.4 ) $ 17,581.0 $ (7,095.0 ) (Income) attributable to noncontrolling interest - - - - (4.7 ) - (4.7 ) Net (loss) / income attributable to ordinary shareholders $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,747.1 ) $ 17,581.0 $ (7,099.7 ) Other comprehensive income / (loss) 2,749.6 2,894.5 - (357.7 ) 2,749.6 (5,286.4 ) 2,749.6 Comprehensive (loss) / income $ (4,350.1 ) $ (4,285.4 ) $ (2.6 ) $ (3,009.1 ) $ (4,997.5 ) $ 12,294.6 $ (4,350.1 ) Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended September 30, 2016 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ - $ - $ - $ - $ 3,622.2 $ - $ 3,622.2 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 462.2 - 462.2 Research and development - - - - 622.8 - 622.8 Selling and marketing - - - - 796.0 - 796.0 General and administrative - 4.1 - - 308.1 - 312.2 Amortization - - - - 1,609.1 - 1,609.1 In process research and development impairments - - - - 42.0 - 42.0 Asset sales and impairments, net - - - - (4.7 ) - (4.7 ) Total operating expenses - 4.1 - - 3,835.5 - 3,839.6 Operating (loss) - (4.1 ) - - (213.3 ) - (217.4 ) Non-operating income (expense): Interest income / (expense), net - 911.6 (216.6 ) (40.3 ) (960.9 ) - (306.2 ) Other income, net - - - - 33.6 - 33.6 Total other income (expense), net - 911.6 (216.6 ) (40.3 ) (927.3 ) - (272.6 ) (Loss) / income before income taxes and noncontrolling interest - 907.5 (216.6 ) (40.3 ) (1,140.6 ) - (490.0 ) Provision / (benefit) for income taxes - - - (22.6 ) (136.3 ) - (158.9 ) Losses / (earnings) of equity interest subsidiaries (15,269.0 ) (11,485.0 ) - 747.6 - 26,006.4 - Net (loss) / income from continuing operations, net of tax $ 15,269.0 $ 12,392.5 $ (216.6 ) $ (765.3 ) $ (1,004.3 ) $ (26,006.4 ) $ (331.1 ) (Loss) from discontinued operations - - - - 15,601.9 - 15,601.9 Net (loss) / income $ 15,269.0 $ 12,392.5 $ (216.6 ) $ (765.3 ) $ 14,597.6 $ (26,006.4 ) $ 15,270.8 (Income) attributable to noncontrolling interest - - - - (1.8 ) - (1.8 ) Net (loss) / income attributable to ordinary shareholders $ 15,269.0 $ 12,392.5 $ (216.6 ) $ (765.3 ) $ 14,595.8 $ (26,006.4 ) $ 15,269.0 Other comprehensive (loss) / income 916.4 958.4 - 900.2 916.4 (2,775.0 ) 916.4 Comprehensive income / (loss) $ 16,185.4 $ 13,350.9 $ (216.6 ) $ 134.9 $ 15,512.2 $ (28,781.4 ) $ 16,185.4 Consolidating Statements of Operations For the Nine Months Ended September 30, 2016 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ - $ - $ - $ - $ 10,706.3 $ - $ 10,706.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 1,381.1 - 1,381.1 Research and development - - - - 1,662.4 - 1,662.4 Selling and marketing - - - - 2,429.6 - 2,429.6 General and administrative - 4.6 - 19.8 941.8 - 966.2 Amortization - - - - 4,831.9 - 4,831.9 In process research and development impairments - - - - 316.9 - 316.9 Asset sales and impairments, net - - - - (24.0 ) - (24.0 ) Total operating expenses - 4.6 - 19.8 11,539.7 - 11,564.1 Operating (loss) - (4.6 ) - (19.8 ) (833.4 ) - (857.8 ) Non-operating income (expense): Interest income / (expense), net - 1,349.2 2.2 (117.2 ) (2,213.6 ) - (979.4 ) Other income (expense), net - - - - 34.2 - 34.2 Total other income (expense), net - 1,349.2 2.2 (117.2 ) (2,179.4 ) - (945.2 ) Income / (loss) before income taxes and noncontrolling interest - 1,344.6 2.2 (137.0 ) (3,012.8 ) - (1,803.0 ) Provision / (benefit) for income taxes - - - (51.4 ) (774.4 ) - (825.8 ) Losses / (earnings) of equity interest subsidiaries (14,891.7 ) (10,701.3 ) - 198.6 - 25,394.4 - Net (loss) / income from continuing operations, net of tax $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ (2,238.4 ) $ (25,394.4 ) $ (977.2 ) Income from discontinued operations - - - - 15,873.2 - 15,873.2 Net (loss) / income $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ 13,634.8 $ (25,394.4 ) $ 14,896.0 (Income) attributable to noncontrolling interest - - - - (4.3 ) - (4.3 ) Net (loss) / income income attributable to ordinary shareholders $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ 13,630.5 $ (25,394.4 ) $ 14,891.7 Other comprehensive income / (loss) 1,093.4 1,213.8 - 871.1 1,093.4 (3,178.3 ) 1,093.4 Comprehensive (loss) / income $ 15,985.1 $ 13,259.7 $ 2.2 $ 586.9 $ 14,723.9 $ (28,572.7 ) $ 15,985.1 Warner Chilcott Limited Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2017 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net (loss) / income $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,742.4 ) $ 17,581.0 $ (7,095.0 ) Reconciliation to net cash provided by operating activities: Losses / (earnings) of equity interest subsidiaries 7,099.7 7,901.8 - 2,579.5 - (17,581.0 ) - Depreciation - - - - 123.2 - 123.2 Amortization - - - - 5,274.9 - 5,274.9 Provision for inventory reserve - - - - 77.3 - 77.3 Share-based compensation - - - - 220.8 - 220.8 Deferred income tax benefit - - - - (3,205.3 ) - (3,205.3 ) In-process research and development impairments - - - - 1,245.3 - 1,245.3 Loss on asset sales and impairments, net - - - - 3,896.2 - 3,896.2 Net income impact of other-than-temporary loss on investment in Teva securities - - - - 3,273.5 - 3,273.5 Amortization of inventory step up - - - - 126.2 - 126.2 Non-cash debt extinguishment - - 17.6 12.2 (38.0 ) - (8.2 ) Amortization of deferred financing costs - - 17.0 2.6 - - 19.6 Contingent consideration adjustments, including accretion - - - - (51.6 ) - (51.6 ) Dividends from subsidiaries 917.0 - - - - (917.0 ) - Other, net - (10.0 ) - - (8.2 ) - (18.2 ) Changes in assets and liabilities (net of effects of acquisitions) - (5,072.9 ) (235.4 ) 1,800.4 3,591.6 - 83.7 Net cash provided by / (used in) operating activities 917.0 (4,361.0 ) (203.4 ) 1,743.3 6,783.5 (917.0 ) 3,962.4 Cash Flows From Investing Activities: Additions to property plant and equipment - - - - (234.0 ) - (234.0 ) Additions to product rights and other intangibles - - - - (604.3 ) - (604.3 ) Additions to investments - (3,989.6 ) - - (4,444.2 ) - (8,433.8 ) Proceeds from sale of investments and other assets - 7,866.4 - - 6,608.0 - 14,474.4 Proceeds from sales of property, plant and equipment - - - - 5.8 - 5.8 Acquisitions of business, net of cash acquired - - - - (5,290.4 ) - (5,290.4 ) Net cash provided by / (used in) investing activities - 3,876.8 - - (3,959.1 ) - (82.3 ) Cash Flows From Financing Activities: Proceeds from borrowings of long-term indebtedness - - 3,020.9 - 4.1 - 3,025.0 Debt issuance costs - - (17.5 ) - - - (17.5 ) Payments on debt, including capital lease obligations - - (2,800.0 ) (1,743.3 ) (1,035.9 ) - (5,579.2 ) Payments of contingent consideration and other financing - - - - (515.2 ) - (515.2 ) Dividends to Parent (917.0 ) - - - (917.0 ) 917.0 (917.0 ) Net cash (used in) / provided by financing activities (917.0 ) - 203.4 (1,743.3 ) (2,464.0 ) 917.0 (4,003.9 ) Effect of currency exchange rate changes on cash and cash equivalents - - - - 19.1 - 19.1 Net (decrease) in cash and cash equivalents - (484.2 ) - - 379.5 - (104.7 ) Cash and cash equivalents at beginning of period 0.1 513.9 - - 1,199.2 - 1,713.2 Cash and cash equivalents at end of period $ 0.1 $ 29.7 $ - $ - $ 1,578.7 $ - $ 1,608.5 Warner Chilcott Limited Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2016 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net (loss) / income $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ 13,634.8 $ (25,394.4 ) $ 14,896.0 Reconciliation to net cash provided by operating activities: (Earnings) / losses of equity interest subsidiaries (14,891.7 ) (10,701.3 ) - 198.6 - 25,394.4 - Depreciation - - - - 117.6 - 117.6 Amortization - - - - 4,836.7 - 4,836.7 Provision for inventory reserve - - - - 162.7 - 162.7 Share-based compensation - - - - 269.9 - 269.9 Deferred income tax benefit - - - - (517.1 ) - (517.1 ) Pre-tax gain on sale of generics business - - - - (24,203.1 ) - (24,203.1 ) Non-cash tax effect of gain on sale of generics business - - - - 5,749.9 - 5,749.9 In-process research and development impairments - - - - 316.9 - 316.9 (Gain) on asset sales and impairments, net - - - (24.0 ) (24.0 ) Amortization of inventory step-up - - - - 42.4 - 42.4 Amortization of deferred financing costs - 21.7 18.3 3.2 1.4 - 44.6 Contingent consideration adjustments, including accretion - - - - 76.7 - 76.7 Dividends from subsidiaries 1,244.8 1,244.8 - - - (2,489.6 ) - Other, net - - - - (16.0 ) - (16.0 ) Changes in assets and liabilities (net of effects of acquisitions) 0.1 8,487.2 479.5 80.4 (10,821.9 ) - (1,774.7 ) Net cash provided by / (used in) operating activities 1,244.9 11,098.3 500.0 (2.0 ) (10,373.1 ) (2,489.6 ) (21.5 ) Cash Flows From Investing Activities: Additions to property, plant and equipment - - - - (250.5 ) - (250.5 ) Additions to product rights and other intangibles - - - - - - - Sale of generics business - - - - 33,304.5 - 33,304.5 Additions to investments - - - - (15,445.5 ) - (15,445.5 ) Proceeds from the sale of investments and other assets - - - - 40.0 - 40.0 Proceeds from sales of property, plant and equipment - - - - 33.3 - 33.3 Acquisitions of businesses, net of cash acquired - - - - (74.5 ) - (74.5 ) Net cash (used in) investing activities - - - - 17,607.3 - 17,607.3 Cash Flows From Financing Activities: Proceeds from borrowings on credit facility - 1,050.0 - - - - 1,050.0 Payments on debt, including capital lease obligations - (8,815.9 ) (500.0 ) - (1,515.1 ) - (10,831.0 ) Payments of contingent consideration - - - - (77.7 ) - (77.7 ) Dividends to Parent (1,244.8 ) (1,244.8 ) - - (1,244.8 ) 2,489.6 (1,244.8 ) Net cash (used in) / provided by financing activities (1,244.8 ) (9,010.7 ) (500.0 ) - (2,837.6 ) 2,489.6 (11,103.5 ) Effect of currency exchange rate changes on cash and cash equivalents - - - - 4.3 - 4.3 Net increase / (decrease) in cash and cash equivalents 0.1 2,087.6 - (2.0 ) 4,400.9 - 6,486.6 Cash and cash equivalents at beginning of period - 13.5 - 2.0 1,020.7 - 1,036.2 Cash and cash equivalents at end of period $ 0.1 $ 2,101.1 $ - $ - $ 5,421.6 $ - $ 7,522.8 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22 – Subsequent Events Tax Structure As a result of changes to the internal structure of the Company that occurred in October 2017, we estimate that a net tax benefit of approximately $795.0 million will be accounted for as a discrete item in our Q4 2017 tax provision. This is due to certain temporary differences expected to reverse at tax rates different than what was originally recorded. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. As a result of implementation of this guidance, effective January 1, 2017, the Company reduced previously reported Retained Earnings by $62.4 million and increased previously reported Additional-Paid-In-Capital by $62.4 million. In addition, the Company decreased its net Deferred Tax Liabilities and increased Retained Earnings by $20.8 million for the tax impact of this change. The Company also revised its presentation of previously reported cash flows by eliminating the presentation of “Excess tax benefit from stock-based compensation” which raised operating cash flows and reduced financing cash flows for the nine months ended September 30, 2016 by $26.6 million. |
Revenue Recognition | Revenue Recognition 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 persuasive evidence of an arrangement, reasonable assurance of collection of sales proceeds, and the seller’s price to the buyer to be fixed or determinable. 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, 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 sales returns and allowances (“SRAs”). Royalty and commission revenue is recognized as a component of net revenues in accordance with the terms of the applicable contractual agreements when collectability is reasonably assured and when revenue can be reasonably measured. |
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 depending on whether we have the right of offset with the customer. 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. Accounts receivable balances in the Company’s consolidated financial statements are presented net of SRA estimates. SRA balances in accounts receivable were $204.9 million and $287.4 million at September 30, 2017 and December 31, 2016, respectively. SRA balances within accounts payable and accrued expenses were $1,985.4 million and $1,891.4 million at September 30, 2017 and December 31, 2016, respectively. The movements in the SRA reserve balances in the nine months ended September 30, 2017 are as follows ($ in millions): Balance as of December 31, 2016 $ 2,178.8 Provision to reduce gross product sales to net product sales 5,914.5 Acquired balances in the LifeCell and Zeltiq acquisitions 41.3 Payments and other (5,944.3 ) Balance as of September 30, 2017 $ 2,190.3 The SRA provisions recorded to reduce gross product sales to net product sales, excluding discontinued operations, were as follows ($ in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Gross product sales $ 5,994.9 $ 5,332.9 $ 17,265.7 $ 15,727.7 Provisions to reduce gross product sales to net product sales (2,044.6 ) (1,757.3 ) (5,914.5 ) (5,153.0 ) Net product sales $ 3,950.3 $ 3,575.6 $ 11,351.2 $ 10,574.7 Percentage of SRA provisions to gross sales 34.1 % 33.0 % 34.3 % 32.8 % The increase in SRA provisions to reduce gross product sales to net product sales was attributable primarily to the US business with higher rebates to maintain broad coverage for key brands, an increase in coupon/co-pay program participation and an annual price increase which drove increases in statutory Medicaid and chargeback related discounts. |
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. 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 income / (loss) and income / (loss) 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, if there is no future alternative use or ability to sell the asset. 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 and 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 The Company evaluated goodwill for five reporting units during the second quarter of 2017. The Company performed its annual impairment test utilizing long-term growth rates for its reporting units ranging from 0.0% to 2.0% in its estimation of fair value and discount rates ranging from 7.5% to 8.5%. 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. As part of the annual IPR&D impairment test performed by the Company during 2017, the following impairments were recorded: • The Company impaired a CNS IPR&D project obtained as part of the Allergan acquisition by $486.0 million related to an anticipated approval delay due to certain product specifications; • The Company impaired a women’s healthcare IPR&D project by $91.3 million based on the Company’s intention to divest the non-strategic asset; • The Company impaired an IPR&D eye care project obtained as part of the Allergan acquisition by $44.0 million as a result of a decrease in projected cash flows due to a decline in market demand assumptions; • The Company impaired an IPR&D asset acquired as part of the Warner Chilcott acquisition by $57.0 million ($278.0 million in the nine months ended September 30, 2017) due to a delay in anticipated launch of a women’s healthcare project coupled with an anticipated decrease in product demand; and • The Company impaired an IPR&D eye care project obtained as part of the Allergan acquisition by $20.0 million. In addition to the Company’s annual IPR&D impairment test, the Company noted the following IPR&D impairments based on triggering events during the nine months ended September 30, 2017: • The Company recorded IPR&D impairments of $164.0 million related to other Dry Eye IPR&D assets obtained in the Allergan acquisition as a result of the dry eye market going generic; • The Company impaired an IPR&D medical aesthetics project obtained as part of the Allergan acquisition by $17.0 million; and • The Company terminated its License, Transfer and Development Agreement for SER-120 (nocturia) with Serenity Pharmaceuticals, LLC. As a result of this termination, the Company recorded an impairment of $140.0 million on the IPR&D intangible asset obtained as part of the Allergan acquisition during the first quarter of 2017. During the nine months ending September 30, 2016, the Company impaired an international eye care pipeline project of $35.0 million based on a decrease in projected cash flows due to market conditions as well as an impairment of $20.0 million for a specified indication of a Botox therapeutic product based on a decrease in projected cash flows due to a decline in market demand assumptions, a women’s healthcare project for $24.0 million and osteoarthritis for approximately $190.0 million based on clinical results and during the three and nine months ended September 30, 2016, the Company impaired a gastroenterology project for $42.0 million based on the lack of future availability of active pharmaceutical ingredients. |
Litigation and Contingencies | Litigation and Contingencies The Company is involved in various legal proceedings in the normal course of its business, including product liability litigation, intellectual property litigation, employment litigation and other litigation. Additionally, the Company, in consultation with its counsel, assesses the need to record a liability for contingencies on a case-by-case basis in accordance with FASB Accounting Standards Codification (“ASC”) Topic 450 “Contingencies” (“ASC 450”). For more information on litigation and contingencies, refer to “NOTE 20 — Commitments and Contingencies” in this Quarterly Report. |
Earnings Per Share ("EPS") | Earnings Per Share (“EPS”) The Company computes EPS in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of EPS to be disclosed: basic and diluted. Basic EPS is computed by dividing net (loss) / income by the weighted average ordinary shares outstanding during a period. Diluted EPS is based on the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the exercise of stock options and restricted stock units. Diluted EPS also includes the impact of ordinary share equivalents to be issued upon the mandatory conversion of the Company’s preferred shares. Ordinary share equivalents have been excluded where their inclusion would be anti-dilutive. A reconciliation of the numerators and denominators of basic and diluted EPS consisted of the following ($ in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net (loss) / income: Net (loss) attributable to ordinary shareholders excluding income from discontinued operations, net of tax $ (4,019.2 ) $ (451.5 ) $ (7,438.0 ) $ (1,108.0 ) (Loss) / income from discontinued operations, net of tax (6.1 ) 15,601.9 (17.6 ) 15,873.2 Net (loss) / income attributable to ordinary shareholders $ (4,025.3 ) $ 15,150.4 $ (7,455.6 ) $ 14,765.2 Basic weighted average ordinary shares outstanding 333.5 392.7 334.6 394.4 Basic EPS: Continuing operations $ (12.05 ) $ (1.15 ) $ (22.23 ) $ (2.81 ) Discontinued operations $ (0.02 ) $ 39.73 $ (0.05 ) $ 40.25 Net (loss) / income per share $ (12.07 ) $ 38.58 $ (22.28 ) $ 37.44 Dividends per ordinary share $ 0.70 $ - $ 2.10 $ - Diluted weighted average ordinary shares outstanding 333.5 392.7 334.6 394.4 Diluted EPS: Continuing operations $ (12.05 ) $ (1.15 ) $ (22.23 ) $ (2.81 ) Discontinued operations $ (0.02 ) $ 39.73 $ (0.05 ) $ 40.25 Net (loss) / income per share $ (12.07 ) $ 38.58 $ (22.28 ) $ 37.44 Stock awards to purchase 3.7 and 4.2 million ordinary shares for the three and nine months ended September 30, 2017, 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 17.7 million for the three and nine months ended September 30, 2017, 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. The impact of the share repurchase on basic EPS was 3.0 million weighted average shares and 1.3 million weighted average shares for the three and nine months ended September 30, 2017, respectively. Refer to “NOTE 16 –Shareholder’s Equity” for further discussion on the Company’s Share Repurchase Program. Stock awards to purchase 4.4 million and 4.7 million ordinary shares for the three and nine months ended September 30, 2016, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive for continuing operations and as such the treatment for discontinued operations is also anti-dilutive. The weighted average impact of ordinary share equivalents of 17.6 million for the three and nine months ended September 30, 2016, 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. |
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 19 — Business Restructuring Charges” for more information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), with an effective date for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The effective date for ASU 2014-09 was deferred by one year through the issuance of ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Subsequent to the issuance of ASU 2014-09, the FASB issued multiple updates which are intended to improve the operability and understandability of the implementation guidance, and to provide clarifying guidance in certain narrow areas and add some practical expedients, which include guidance on principal versus agent considerations; identifying performance obligations; licensing implementation guidance; assessing the specific collectability criterion and accounting for certain contracts; presentation of sales taxes and other similar taxes collected from customers; noncash consideration; contract modifications at transition; and completed contracts at transition. The adoption of this guidance is not anticipated to have a material impact on the Company’s financial position or results of operations as the Company's sales primarily relate to standard bill and ship terms of pharmaceutical products to customers. The Company will adopt this standard in 2018 using the modified retrospective approach. In February 2016, the FASB issued ASU 2016-02, which states that a lessee should recognize the assets and liabilities that arise from leases. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the impact that this pronouncement will have on our financial position and results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is evaluating the impact, if any, that this pronouncement will have on our financial position and results of operations. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. The amendments to the guidance require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of the amendments are intellectual property and property, plant, and equipment. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. While the Company has not completed its assessment, the adoption of the guidance may have a material impact on the Company’s financial position. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments to the guidance are intended to help companies evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. This amendment introduces an initial required screening that, if met, eliminates the need for further assessment. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. To be a business without outputs, there will need to be an organized workforce. The ASU also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. These amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The changes to the definition of a business may result in more acquisitions being accounted for as asset acquisitions. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments to the guidance eliminate Step 2 from the goodwill impairment test. The goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. These amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. These amendments should be applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition. These amendments are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of these amendments are not anticipated to have a material impact on the Company’s financial position or results of operations. In March 2017, the FASB issued ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments to the guidance require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. In addition, the amendments also allow only the service cost component to be eligible for capitalization when applicable. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company does not anticipate the standard having an impact on our financial position and results of operations. In March 2017, The FASB issued Accounting Standards Update (ASU) 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date, but does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Entities are required to apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The entity is required to provide disclosures about a change in accounting principle in the period of adoption. The Company is evaluating the impact these amendments will have on our financial position and results of operations. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) — Scope of Modification Accounting. ASU 2017-09 applies to entities that change the terms or conditions of a share-based payment award. The amendments to the guidance in ASU 2017-09 include guidance on determining changes to the terms and conditions of share-based payment awards and require an entity to apply modification accounting under Topic 718 unless all of the following conditions are met: (1) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and should be applied prospectively to an award modified on or after the adoption date. The adoption of these amendments are not anticipated to have a material impact on the Company’s financial position or results of operations. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) — Targeted Improvements to Accounting for Hedging Activities. The amendments to the guidance will better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The amendments also make certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted in any interim period or fiscal years before the effective date of the amendments. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments. The amended presentation and disclosure guidance is required only prospectively. The Company is evaluating the impact the amendments will have on our financial positions and results of operations. |
Reconciliation of Warner Chil31
Reconciliation of Warner Chilcott Limited Results to Allergan plc Results (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Adjusted Earnings Before Interest Taxes Depreciation And Amortization And Other Non Cash Items [Abstract] | |
Summary of Financial Position Reconciliation Results of Warner Chilcott Limited to Allergan Plc | As of September 30, 2017 As of December 31, 2016 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference Cash and cash equivalents $ 1,612.7 $ 1,608.5 $ 4.2 $ 1,724.0 $ 1,713.2 $ 10.8 Prepaid expenses and other current assets 962.6 961.0 1.6 1,383.4 1,382.1 1.3 Accounts payable and accrued liabilities 4,541.7 4,516.1 25.6 5,019.0 4,993.3 25.7 Other long-term liabilities 1,007.0 1,007.0 - 1,085.0 1,086.0 (1.0 ) |
Summary of Operations Reconciliation Results of Warner Chilcott Limited to Allergan Plc | Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 336.9 $ 277.2 $ 59.7 $ 1,112.8 $ 1,039.2 $ 73.6 Operating (loss) (4,022.3 ) (3,962.6 ) (59.7 ) (5,830.7 ) (5,757.1 ) (73.6 ) Total other (expense), net (1,564.4 ) (1,537.6 ) (26.8 ) (4,145.9 ) (4,072.4 ) (73.5 ) (Loss) before income taxes and noncontrolling interest (5,586.7 ) (5,500.2 ) (86.5 ) (9,976.6 ) (9,829.5 ) (147.1 ) Net (loss) from continuing operations, net of tax (3,947.9 ) (3,861.4 ) (86.5 ) (7,224.5 ) (7,077.4 ) (147.1 ) Net (loss) (3,954.0 ) (3,867.5 ) (86.5 ) (7,242.1 ) (7,095.0 ) (147.1 ) Dividends on preferred shares 69.6 - 69.6 208.8 - 208.8 Net (loss) attributable to ordinary shareholders/members (4,025.3 ) (3,869.2 ) (156.1 ) (7,455.6 ) (7,099.7 ) (355.9 ) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Allergan plc Warner Chilcott Limited Difference Allergan plc Warner Chilcott Limited Difference General and administrative expenses $ 361.2 $ 312.2 $ 49.0 $ 1,033.9 $ 966.2 $ 67.7 Operating (loss) (266.4 ) (217.4 ) (49.0 ) (925.5 ) (857.8 ) (67.7 ) Total other (expense), net (272.6 ) (272.6 ) - (795.2 ) (945.2 ) 150.0 (Loss) before income taxes and noncontrolling interest (539.0 ) (490.0 ) (49.0 ) (1,720.7 ) (1,803.0 ) 82.3 Net (loss) from continuing operations, net of tax (380.1 ) (331.1 ) (49.0 ) (894.9 ) (977.2 ) 82.3 Net income 15,221.8 15,270.8 (49.0 ) 14,978.3 14,896.0 82.3 Dividends on preferred shares 69.6 - 69.6 208.8 - 208.8 Net income attributable to ordinary shareholders/members 15,150.4 15,269.0 (118.6 ) 14,765.2 14,891.7 (126.5 ) |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | |
Summary of Activity in Gross-to-Net Revenue Excluding Discontinued Operations | The SRA provisions recorded to reduce gross product sales to net product sales, excluding discontinued operations, were as follows ($ in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Gross product sales $ 5,994.9 $ 5,332.9 $ 17,265.7 $ 15,727.7 Provisions to reduce gross product sales to net product sales (2,044.6 ) (1,757.3 ) (5,914.5 ) (5,153.0 ) Net product sales $ 3,950.3 $ 3,575.6 $ 11,351.2 $ 10,574.7 Percentage of SRA provisions to gross sales 34.1 % 33.0 % 34.3 % 32.8 % |
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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net (loss) / income: Net (loss) attributable to ordinary shareholders excluding income from discontinued operations, net of tax $ (4,019.2 ) $ (451.5 ) $ (7,438.0 ) $ (1,108.0 ) (Loss) / income from discontinued operations, net of tax (6.1 ) 15,601.9 (17.6 ) 15,873.2 Net (loss) / income attributable to ordinary shareholders $ (4,025.3 ) $ 15,150.4 $ (7,455.6 ) $ 14,765.2 Basic weighted average ordinary shares outstanding 333.5 392.7 334.6 394.4 Basic EPS: Continuing operations $ (12.05 ) $ (1.15 ) $ (22.23 ) $ (2.81 ) Discontinued operations $ (0.02 ) $ 39.73 $ (0.05 ) $ 40.25 Net (loss) / income per share $ (12.07 ) $ 38.58 $ (22.28 ) $ 37.44 Dividends per ordinary share $ 0.70 $ - $ 2.10 $ - Diluted weighted average ordinary shares outstanding 333.5 392.7 334.6 394.4 Diluted EPS: Continuing operations $ (12.05 ) $ (1.15 ) $ (22.23 ) $ (2.81 ) Discontinued operations $ (0.02 ) $ 39.73 $ (0.05 ) $ 40.25 Net (loss) / income per share $ (12.07 ) $ 38.58 $ (22.28 ) $ 37.44 |
Continuing Operations [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Movements in SRA Reserve Balances | The movements in the SRA reserve balances in the nine months ended September 30, 2017 are as follows ($ in millions): Balance as of December 31, 2016 $ 2,178.8 Provision to reduce gross product sales to net product sales 5,914.5 Acquired balances in the LifeCell and Zeltiq acquisitions 41.3 Payments and other (5,944.3 ) Balance as of September 30, 2017 $ 2,190.3 |
Acquisitions and Other Agreem33
Acquisitions and Other Agreements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Component of R&D Expenses | As a result, the initial consideration in these transactions was included as a component of R&D expenses in the year ended December 31, 2016 as follows ($ in millions): Initial Consideration AstraZeneca plc agreement in the three months ended December 31, 2016 $ 250.0 Motus Therapeutics, Inc. acquisition in the three months ended December 31, 2016 199.5 Chase Pharmaceuticals Corporation acquisition in the three months ended December 31, 2016 122.9 RetroSense Therapeutics, LLC license agreement in the three months ended September 30, 2016 59.7 Akarna Therapeutics, Ltd acquisition in the three months ended September 30, 2016 48.2 Topokine Therapeutics, Inc. acquisition in the three months ended June 30, 2016 85.8 Heptares Therapeutics Ltd. license agreement in the three months ended June 30, 2016 125.0 Anterios, Inc. acquisition in the three months ended March 31, 2016 89.2 |
ZELTIQ Aesthetics, Inc. [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date and Purchase Accounting Adjustments Subsequent to Acquisition Date | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation as of June 30, 2017 Measurement Period Adjustments Preliminary Valuation as of September 30, 2017 Cash and cash equivalents $ 36.7 $ - $ 36.7 Accounts receivable 47.0 - 47.0 Inventories 59.3 - 59.3 Property, plant and equipment 12.4 - 12.4 Intangible assets 1,185.0 - 1,185.0 Goodwill 1,204.6 (0.3 ) 1,204.3 Other assets 17.1 - 17.1 Accounts payable and accrued expenses (93.6 ) - (93.6 ) Deferred revenue (10.6 ) - (10.6 ) Deferred taxes, net (51.2 ) 0.3 (50.9 ) Other liabilities (1.3 ) - (1.3 ) Net assets acquired $ 2,405.4 $ - $ 2,405.4 |
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 ($ in millions): Amount recognized as of the acquisition date Weighted average useful lives (years) Definite-lived assets Consumables $ 985.0 6.7 System 43.0 3.7 Total CMP 1,028.0 Customer Relationships 157.0 6.6 Total definite-lived assets 1,185.0 |
LifeCell Corporation [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date and Purchase Accounting Adjustments Subsequent to Acquisition Date | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation as of March 31, 2017 Measurement Period Adjustments Preliminary Valuation as of September 30, 2017 Cash and cash equivalents $ 8.7 $ - $ 8.7 Accounts receivable 50.8 - 50.8 Inventories 175.4 - 175.4 Property, plant and equipment, net 53.7 - 53.7 Currently marketed products ("CMP") intangible assets 2,010.0 - 2,010.0 In-process research and development ("IPR&D") intangible assets 10.0 - 10.0 Goodwill 1,469.8 (20.7 ) 1,449.1 Accounts payable and accrued expenses (149.6 ) - (149.6 ) Deferred tax liabilities, net (766.9 ) 20.7 (746.2 ) Other 21.2 - 21.2 Net assets acquired $ 2,883.1 $ - $ 2,883.1 |
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 ($ in millions): Amount recognized as of the acquisition date Weighted average useful lives (years) Definite-lived assets Alloderm ® $ 1,385.0 6.9 Revolve ® 80.0 7.1 Strattice ® 320.0 5.1 Artia ® 115.0 8.8 Other 10.0 2.8 Total CMP 1,910.0 Customer Relationships 100.0 6.3 Total definite-lived assets 2,010.0 In-process research and development Other 10.0 Total IPR&D 10.0 Total intangible assets $ 2,020.0 |
Tobira Therapeutics Inc. [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date and Purchase Accounting Adjustments Subsequent to Acquisition Date | The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation Measurement Period Adjustments Final Valuation Cash and cash equivalents $ 21.3 $ - $ 21.3 IPR&D intangible asset 1,357.0 - 1,357.0 Goodwill 112.7 (14.1 ) 98.6 Indebtedness (15.9 ) - (15.9 ) Contingent consideration (479.0 ) - (479.0 ) Deferred tax liabilities, net (395.9 ) 14.1 (381.8 ) Other assets and liabilities (30.1 ) - (30.1 ) Net assets acquired $ 570.1 $ - $ 570.1 |
Vitae Pharmaceuticals Inc. [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date and Purchase Accounting Adjustments Subsequent to Acquisition Date | The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation Measurement Period Adjustments Final Valuation Cash and cash equivalents $ 44.7 $ - $ 44.7 Marketable securities 20.2 - 20.2 Property, plant and equipment, net 5.0 - 5.0 IPR&D assets 686.0 - 686.0 Assets held for sale 22.5 - 22.5 Goodwill 34.4 (3.8 ) 30.6 Other liabilities (20.7 ) - (20.7 ) Deferred tax liabilities, net (170.7 ) 3.8 (166.9 ) Net assets acquired $ 621.4 $ - $ 621.4 |
ForSight VISION 5 [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date and Purchase Accounting Adjustments Subsequent to Acquisition Date | The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date ($ in millions): Preliminary Valuation Measurement Period Adjustments Final Valuation Cash and cash equivalents $ 1.0 $ - $ 1.0 IPR&D intangible asset 158.0 - 158.0 Goodwill 51.6 (1.1 ) 50.5 Current liabilities (14.8 ) - (14.8 ) Contingent consideration (79.8 ) - (79.8 ) Deferred tax liabilities, net (38.3 ) 1.1 (37.2 ) Other (3.2 ) - (3.2 ) Net assets acquired $ 74.5 $ - $ 74.5 |
Allergan, Inc. [Member] | |
Summary of Transaction and Integration Costs | As a result of the Allergan acquisition, the Company incurred the following transaction and integration costs in the three months ended September 30, 2017 and 2016, respectively ($ in millions): Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Cost of sales Stock-based compensation acquired for Legacy Allergan employees $ 1.1 $ 2.2 Acquisition, integration and restructuring related charges - 6.6 Research and development Stock-based compensation acquired for Legacy Allergan employees 5.8 9.3 Acquisition, integration and restructuring related charges - 6.8 Selling and marketing Stock-based compensation acquired for Legacy Allergan employees 7.5 15.8 Acquisition, integration and restructuring related charges - (1.2 ) General and administrative Stock-based compensation acquired for Legacy Allergan employees 2.9 9.9 Acquisition, integration and restructuring related charges - 50.4 Total transaction and integration costs $ 17.3 $ 99.8 As a result of the Allergan acquisition, the Company incurred the following transaction and integration costs in the nine months ended September 30, 2017 and 2016, respectively ($ in millions): Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Cost of sales Stock-based compensation acquired for Legacy Allergan employees $ 3.8 $ 7.4 Acquisition, integration and restructuring related charges 0.9 12.4 Research and development Stock-based compensation acquired for Legacy Allergan employees 19.7 32.6 Acquisition, integration and restructuring related charges 0.5 10.6 Selling and marketing Stock-based compensation acquired for Legacy Allergan employees 21.4 53.0 Acquisition, integration and restructuring related charges - 11.7 General and administrative Stock-based compensation acquired for Legacy Allergan employees 10.3 28.2 Acquisition, integration and restructuring related charges 9.2 144.0 Total transaction and integration costs $ 65.8 $ 299.9 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Reconciliation of Proceeds Received in Teva Transaction and Gain Recognized in Income from Discontinued Operations | The Company notes the following reconciliation of the proceeds received in the Teva Transaction to the gain recognized in income from discontinued operations for the nine months ended September 30, 2016 ($ in millions): Net cash proceeds received $ 33,304.5 August 2, 2016 fair value of Teva shares 5,038.6 Total Proceeds $ 38,343.1 Net assets sold to Teva, excluding cash (12,076.7 ) Other comprehensive income disposed (1,544.8 ) Deferral of proceeds relating to additional elements of agreements with Teva (518.9 ) Pre-tax gain on sale of generics business $ 24,202.7 Income taxes (8,321.2 ) Net gain on sale of generics business $ 15,881.5 |
Summary of Key Financial Results of Businesses Income from Discontinued Operations | The following table presents key financial results of the businesses included in "(Loss) / Income from discontinued operations" for the three and nine months ended September 30, 2016 ($ in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2016 Net revenues $ 756.5 $ 4,504.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) 531.0 2,798.3 Research and development 37.3 269.6 Selling and marketing 69.1 352.6 General and administrative 90.3 399.4 Amortization - 4.8 Total operating expenses 727.7 3,824.7 Operating income 28.8 679.6 Other (expense) income, net 15,881.5 15,881.1 Provision for income taxes 308.4 687.5 Net income from discontinued operations $ 15,601.9 $ 15,873.2 |
Schedule of Depreciation Amortization and Significant Operating and Investing Noncash Items of Discontinued Operations | The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows ($ in millions): Nine Months Ended September 30, 2016 Depreciation from discontinued operations $ 2.1 Amortization from discontinued operations 4.8 Capital expenditures 85.3 Deferred income tax expense 5,893.4 |
Other (Expense) Income (Tables)
Other (Expense) Income (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | |
Components of Other (Expense) Income | Other (expense) income consisted of the following ($ in millions): Three Months Ended September 30, 2017 2016 Net income impact of other-than-temporary loss on investment in Teva securities $ (1,295.5 ) $ - Dividend income 8.5 34.1 Other (expense) income, net (23.3 ) (0.5 ) Other (expense) income, net $ (1,310.3 ) $ 33.6 Nine Months Ended September 30, 2017 2016 Net income impact of other-than-temporary loss on investment in Teva securities $ (3,273.5 ) $ - Debt extinguishment costs as part of the debt tender offer (161.5 ) - Dividend income 76.7 34.1 Naurex recovery 20.0 - Pfizer termination fee (Allergan plc only) - 150.0 Other (expense) income, net (28.3 ) 0.1 Other (expense) income, net $ (3,366.6 ) $ 184.2 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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: 2017 Grants 2016 Grants Dividend yield 1.2% 0% Expected volatility 27.0% 27.0% Risk-free interest rate 2.0 - 2.3% 1.3 - 2.4% Expected term (years) 7.0 7.0 - 7.5 |
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 September 30, 2017 and 2016 was as follows ($ in millions): Three Months Ended September 30, 2017 2016 Equity based compensation awards $ 72.3 $ 81.1 Cash-settled awards in connection with the Forsight Acquisition - 3.1 Non-equity settled awards other (32.6 ) 7.4 Total share-based compensation expense $ 39.7 $ 91.6 Share-based compensation expense recognized in the Company’s results of operations for the nine months ended September 30, 2017 and 2016 were as follows ($ in millions): Nine Months Ended September 30, 2017 2016 Equity-based compensation awards $ 220.8 $ 269.9 Cash-settled awards in connection with the Zeltiq Acquisition 31.5 - Cash-settled awards in connection with the Forsight Acquisition - 3.1 Non-equity settled awards other (19.5 ) 14.0 Total share-based compensation expense $ 232.8 $ 287.0 |
Summary of Impact of Accelerations and Step-ups Relating to Acquisition Accounting Treatment of Outstanding Awards | Included in the equity-based compensation awards for the three and nine months ended September 30, 2017 and 2016 is the impact of accelerations and step-ups relating to the acquisition accounting treatment of outstanding awards acquired in the Allergan, Forest Laboratories, Inc. (“Forest”), and Zeltiq acquisitions as follows ($ in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Zeltiq Acquisition $ 5.8 $ - $ 43.5 $ - Allergan Acquisition 9.7 26.8 37.5 86.8 Forest Acquisition 1.5 10.3 9.0 37.5 Total $ 17.0 $ 37.1 $ 90.0 $ 124.3 |
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, 2016 through September 30, 2017: (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, 2016 1.5 $ 251.88 1.6 $ 388.0 Granted 1.1 235.14 258.7 Assumed as part of the Zeltiq Acquisition * 0.2 213.15 41.8 Vested (0.3 ) 230.89 (89.2 ) Forfeited (0.1 ) 256.09 (28.8 ) Restricted shares / units outstanding at September 30, 2017 2.4 $ 244.12 1.9 $ 570.5 * Awards assumed as part of the Zeltiq Acquisition represent the pro rata portion of future compensation as of April 28, 2017. |
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, 2016 through September 30, 2017: (in millions, except per share data) Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 9.0 $ 113.77 5.9 $ 861.7 Granted 0.3 239.33 Exercised (1.6 ) (92.61 ) Cancelled (0.2 ) (121.60 ) Outstanding, vested and expected to vest at September 30, 2017 7.5 $ 119.78 4.6 $ 634.5 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenues, Operating Expenses Contribution Information by Reportable Segment | Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the three months ended September 30, 2017 and 2016 ($ in millions): Three Months Ended September 30, 2017 US Specialized US General Therapeutics Medicine International Total Net revenues $ 1,724.8 $ 1,497.4 $ 807.8 $ 4,030.0 Operating expenses: Cost of sales (1) 131.4 225.5 116.3 473.2 Selling and marketing 353.5 247.7 224.8 826.0 General and administrative 54.8 47.7 28.3 130.8 Segment Contribution $ 1,185.1 $ 976.5 $ 438.4 $ 2,600.0 Contribution margin 68.7 % 65.2 % 54.3 % 64.5 % Corporate 321.9 Research and development 442.6 Amortization 1,781.0 In-process research and development impairments 202.0 Asset sales and impairments, net 3,874.8 Operating (loss) $ (4,022.3 ) Operating margin (99.8 )% (1) Three Months Ended September 30, 2016 US Specialized US General Therapeutics Medicine International Total Net revenues $ 1,453.2 $ 1,488.1 $ 697.8 $ 3,639.1 Operating expenses: Cost of sales (1) 69.2 215.1 95.1 379.4 Selling and marketing 292.4 292.8 188.2 773.4 General and administrative 41.2 42.3 28.0 111.5 Segment Contribution $ 1,050.4 $ 937.9 $ 386.5 $ 2,374.8 Contribution margin 72.3 % 63.0 % 55.4 % 65.3 % Corporate 372.0 Research and development 622.8 Amortization 1,609.1 In-process research and development impairments 42.0 Asset sales and impairments, net (4.7 ) Operating (loss) $ (266.4 ) Operating margin (7.3 )% (1) Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the nine months ended September 30, 2017 and 2016 ($ in millions): Nine Months Ended September 30, 2017 US Specialized US General Therapeutics Medicine International Total Net revenues $ 4,921.8 $ 4,270.9 $ 2,403.6 $ 11,596.3 Operating expenses: Cost of sales (1) 349.4 623.2 341.6 1,314.2 Selling and marketing 1,040.7 838.3 673.2 2,552.2 General and administrative 149.4 129.7 86.5 365.6 Segment Contribution $ 3,382.3 $ 2,679.7 $ 1,302.3 $ 7,364.3 Contribution margin 68.7 % 62.7 % 54.2 % 63.5 % Corporate 1,086.7 Research and development 1,691.9 Amortization 5,274.9 In-process research and development impairments 1,245.3 Asset sales and impairments, net 3,896.2 Operating (loss) (5,830.7 ) Operating margin (50.3 )% (1) Nine Months Ended September 30, 2016 US Specialized US General Therapeutics Medicine International Total Net revenues $ 4,240.8 $ 4,390.9 $ 2,128.1 $ 10,759.8 Operating expenses: Cost of sales (1) 215.0 649.6 309.3 1,173.9 Selling and marketing 844.8 902.8 582.7 2,330.3 General and administrative 126.4 128.2 86.5 341.1 Segment Contribution $ 3,054.6 $ 2,710.3 $ 1,149.6 $ 6,914.5 Contribution margin 72.0 % 61.7 % 54.0 % 64.3 % Corporate 1,052.8 Research and Development 1,662.4 Amortization 4,831.9 In-process research and development impairments 316.9 Asset sales and impairments, net (24.0 ) Operating (loss) (925.5 ) Operating margin (8.6 )% (1) |
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 September 30, 2017 and 2016 ($ in millions): Three Months Ended September 30, 2017 2016 Segment net revenues $ 4,030.0 $ 3,639.1 Corporate revenues 4.3 (16.9 ) Net revenues $ 4,034.3 $ 3,622.2 The following is a reconciliation of net revenues for the operating segments to the Company’s net revenues for the nine months ended September 30, 2017 and 2016 ($ in millions): Nine Months Ended September 30, 2017 2016 Segment net revenues $ 11,596.3 $ 10,759.8 Corporate revenues 18.3 (53.5 ) Net revenues $ 11,614.6 $ 10,706.3 |
Schedule Of Revenue Classified By Products | The following tables present global net revenues for the top products of the Company for the three and nine months ended September 30, 2017 and 2016 ($ in millions): Three Months Ended September 30, 2017 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 558.6 $ - $ 215.9 $ - $ 774.5 Restasis® 366.8 - 15.5 - 382.3 Juvederm Collection** 115.6 - 126.5 - 242.1 Linzess®/Constella® - 190.9 5.7 - 196.6 Lumigan®/Ganfort® 83.3 - 91.5 - 174.8 Bystolic® /Byvalson® - 164.2 0.5 - 164.7 Alphagan®/Combigan® 92.7 - 43.4 - 136.1 Eye Drops 53.7 - 71.2 - 124.9 Lo Loestrin® - 120.0 - - 120.0 Namenda XR® - 114.3 - - 114.3 Estrace® Cream - 101.6 - - 101.6 Breast Implants 58.0 - 38.1 - 96.1 Viibryd®/Fetzima® - 86.5 1.0 - 87.5 Alloderm® 84.6 - 1.5 - 86.1 Vraylar™ - 80.2 - - 80.2 Ozurdex ® 24.6 - 50.2 - 74.8 Coolsculpting Consumables 50.3 - 13.8 - 64.1 Asacol®/Delzicol® - 49.5 11.9 - 61.4 Carafate ® /Sulcrate ® - 58.7 0.7 - 59.4 Zenpep® - 56.8 - - 56.8 Aczone® 46.7 - 0.2 - 46.9 Canasa®/Salofalk® - 39.0 4.6 - 43.6 Coolsculpting Systems & Add On Applicators 33.1 - 10.2 - 43.3 Viberzi® - 40.9 0.2 - 41.1 Armour Thyroid - 38.5 - - 38.5 Saphris® - 37.2 - - 37.2 Namzaric® - 37.0 - - 37.0 Rapaflo® 28.3 - 1.8 - 30.1 Teflaro® - 29.1 - - 29.1 Savella® - 24.0 - - 24.0 SkinMedica® 18.7 - 1.4 - 20.1 Avycaz® - 16.9 - - 16.9 Dalvance® - 16.1 - - 16.1 Latisse® 13.6 - 1.9 - 15.5 Tazorac® 15.1 - 0.1 - 15.2 Lexapro® - 12.9 - - 12.9 Kybella® /Belkyra® 9.6 - 1.6 - 11.2 Liletta® - 9.3 - - 9.3 Minastrin® 24 - 3.6 - - 3.6 Enablex® - 0.9 - - 0.9 Namenda® IR - - - - - Other Products Revenues 71.5 169.3 98.4 4.3 343.5 Less product sold through our former Anda Distribution business n.a. n.a. n.a. - - Total Net Revenues $ 1,724.8 $ 1,497.4 $ 807.8 $ 4.3 $ 4,034.3 Three Months Ended September 30, 2016 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 496.3 $ - $ 193.4 $ - $ 689.7 Restasis® 356.4 - 15.4 - 371.8 Juvederm Collection** 105.0 - 96.8 - 201.8 Linzess®/Constella® - 164.4 4.3 - 168.7 Lumigan®/Ganfort® 78.3 - 86.6 - 164.9 Bystolic® /Byvalson® - 165.1 0.5 - 165.6 Alphagan®/Combigan® 93.4 - 41.3 - 134.7 Eye Drops 50.2 - 67.7 - 117.9 Lo Loestrin® - 105.7 - - 105.7 Namenda XR® - 146.9 - - 146.9 Estrace® Cream - 98.6 - - 98.6 Breast Implants 51.1 - 35.6 - 86.7 Viibryd®/Fetzima® - 87.6 - - 87.6 Alloderm ® - - - - - Vraylar™ - 32.4 - - 32.4 Ozurdex ® 20.9 - 43.4 - 64.3 Coolsculpting Consumables - - - - - Asacol®/Delzicol® - 72.2 14.2 - 86.4 Carafate ® /Sulcrate ® - 56.4 0.6 - 57.0 Zenpep® - 52.5 - - 52.5 Aczone® 69.0 - - - 69.0 Canasa®/Salofalk® - 47.2 4.4 - 51.6 Coolsculpting Systems & Add On Applicators - - - - - Viberzi® - 30.9 - - 30.9 Armour Thyroid - 39.1 - - 39.1 Saphris® - 40.8 - - 40.8 Namzaric® - 14.9 - - 14.9 Rapaflo® 25.2 - 1.5 - 26.7 Teflaro® - 33.3 - - 33.3 Savella® - 28.1 - - 28.1 SkinMedica® 25.8 - - - 25.8 Avycaz® - 4.8 - - 4.8 Dalvance® - 10.3 - - 10.3 Latisse® 17.2 - 1.9 - 19.1 Tazorac® 27.5 - 0.2 - 27.7 Lexapro® - 15.6 - - 15.6 Kybella® /Belkyra® 14.2 - 0.5 - 14.7 Liletta® - 4.4 - - 4.4 Minastrin® 24 - 84.9 - - 84.9 Enablex® - 1.9 - - 1.9 Namenda® IR - 2.9 - - 2.9 Other Products Revenues 22.7 147.2 89.5 6.8 266.2 Less product sold through our former Anda Distribution business n.a. n.a. n.a. (23.7 ) (23.7 ) Total Net Revenues $ 1,453.2 $ 1,488.1 $ 697.8 $ (16.9 ) $ 3,622.2 Nine Months Ended September 30, 2017 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 1,642.0 $ - $ 662.6 $ - $ 2,304.6 Restasis® 1,012.0 - 46.7 - 1,058.7 Juvederm Collection** 361.6 - 386.0 - 747.6 Linzess®/Constella® - 506.3 16.1 - 522.4 Lumigan®/Ganfort® 236.6 - 271.8 - 508.4 Bystolic® /Byvalson® - 454.7 1.6 - 456.3 Alphagan®/Combigan® 275.5 - 128.4 - 403.9 Eye Drops 152.2 - 207.2 - 359.4 Namenda XR® - 355.0 - - 355.0 Lo Loestrin® - 332.8 - - 332.8 Breast Implants 173.6 - 116.8 - 290.4 Estrace® Cream - 265.1 - - 265.1 Viibryd®/Fetzima® - 244.2 2.1 - 246.3 Alloderm® 223.3 - 5.0 - 228.3 Ozurdex ® 72.0 - 152.5 - 224.5 Vraylar™ - 200.1 - - 200.1 Asacol®/Delzicol® - 152.7 36.8 - 189.5 Carafate ® /Sulcrate ® - 176.6 2.1 - 178.7 Zenpep® - 153.8 - - 153.8 Canasa®/Salofalk® - 115.7 13.3 - 129.0 Aczone® 128.3 - 0.3 - 128.6 Coolsculpting Consumables 98.2 - 26.3 - 124.5 Armour Thyroid - 117.8 - - 117.8 Saphris® - 117.5 - - 117.5 Viberzi® - 113.7 0.3 - 114.0 Namzaric® - 94.0 - - 94.0 Teflaro® - 92.7 - - 92.7 Rapaflo® 79.9 - 5.5 - 85.4 Coolsculpting Systems & Add On Applicators 64.1 - 20.4 - 84.5 Savella® - 74.3 - - 74.3 SkinMedica® 72.1 - 1.4 - 73.5 Minastrin® 24 - 56.1 - - 56.1 Tazorac® 51.3 - 0.5 - 51.8 Latisse® 40.5 - 6.2 - 46.7 Avycaz® - 42.7 - - 42.7 Kybella® /Belkyra® 37.4 - 5.1 - 42.5 Dalvance® - 40.9 1.2 - 42.1 Lexapro® - 39.4 - - 39.4 Liletta® - 23.1 - - 23.1 Enablex® - 2.8 - - 2.8 Namenda® IR - 0.1 - - 0.1 Other 201.2 498.8 287.4 18.3 1,005.7 Less product sold through our former Anda Distribution business n.a. n.a. n.a. - - Total Net Revenues $ 4,921.8 $ 4,270.9 $ 2,403.6 $ 18.3 $ 11,614.6 Nine Months Ended September 30, 2016 US Specialized Therapeutics US General Medicine International Corporate Total Botox® $ 1,454.0 $ - $ 592.9 $ - $ 2,046.9 Restasis® 1,026.4 - 49.7 - 1,076.1 Juvederm Collection** 325.3 - 304.2 - 629.5 Linzess®/Constella® - 452.0 12.7 - 464.7 Lumigan®/Ganfort® 240.4 - 269.2 - 509.6 Bystolic® /Byvalson® - 479.0 1.3 - 480.3 Alphagan®/Combigan® 274.3 - 127.3 - 401.6 Eye Drops 140.1 - 206.9 - 347.0 Namenda XR® - 486.5 - - 486.5 Lo Loestrin® - 296.0 - - 296.0 Breast Implants 149.2 - 112.5 - 261.7 Estrace® Cream - 276.4 - - 276.4 Viibryd®/Fetzima® - 252.6 0.1 - 252.7 Alloderm® - - - - - Ozurdex ® 61.8 - 130.2 - 192.0 Vraylar™ - 51.1 - - 51.1 Asacol®/Delzicol® - 297.9 40.5 - 338.4 Carafate ® /Sulcrate ® - 167.7 1.7 - 169.4 Zenpep® - 145.1 - - 145.1 Canasa®/Salofalk® - 135.0 13.0 - 148.0 Aczone® 156.1 - - - 156.1 Coolsculpting Consumables - - - - - Armour Thyroid - 121.8 - - 121.8 Saphris® - 123.6 - - 123.6 Viberzi® - 55.3 - - 55.3 Namzaric® - 38.0 - - 38.0 Teflaro® - 101.9 - - 101.9 Rapaflo® 87.6 - 4.2 - 91.8 Coolsculpting Systems & Add On Applicators - - - - - Savella® - 74.1 - - 74.1 SkinMedica® 81.5 - - - 81.5 Minastrin® 24 - 247.5 1.4 - 248.9 Tazorac® 68.0 - 0.6 - 68.6 Latisse® 54.7 - 6.2 - 60.9 Avycaz® - 26.9 - - 26.9 Kybella® /Belkyra® 38.2 - 1.6 - 39.8 Dalvance® - 26.7 - - 26.7 Lexapro® - 50.8 - - 50.8 Liletta® - 15.0 - - 15.0 Enablex® - 14.7 - - 14.7 Namenda® IR - 12.8 - - 12.8 Other 83.2 442.5 251.9 26.5 804.1 Less product sold through our former Anda Distribution business n.a. n.a. n.a. (80.0 ) (80.0 ) Total Net Revenues $ 4,240.8 $ 4,390.9 $ 2,128.1 $ (53.5 ) $ 10,706.3 ** Sales of fillers including Juvederm, Voluma and other fillers are referred to herein as the “Juvederm Collection.” |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following ($ in millions): September 30, December 31, 2017 2016 Raw materials $ 316.0 $ 297.1 Work-in-process 134.5 145.4 Finished goods 544.8 357.7 995.3 800.2 Less: inventory reserves 95.5 82.2 Total Inventories $ 899.8 $ 718.0 |
Investments and Other Assets (T
Investments and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments All Other Investments [Abstract] | |
Marketable Securities, Including Cash and Cash Equivalents, Other Investments and Other Assets | Investments in marketable securities, other investments and other assets consisted of the following ($ in millions): September 30, 2017 December 31, 2016 Marketable securities: Short-term investments $ 2,064.0 $ 8,062.3 Teva Shares 1,765.1 3,439.2 Total marketable securities $ 3,829.1 $ 11,501.5 Investments and other assets: Legacy Allergan deferred executive compensation investments $ 112.4 $ 111.7 Equity method investments 11.8 12.8 Cost method investments - 15.0 Other long-term investments 64.9 67.2 Taxes receivable 32.0 36.0 Other assets 48.8 39.4 Total investments and other assets $ 269.9 $ 282.1 |
Investments in Securities | Investments in securities, including those classified in cash and cash equivalents due to the maturity term of the instrument, as of September 30, 2017 and December 31, 2016 included the following ($ in millions): Investments in Securities as of September 30, 2017: Level 1 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Money market funds $ 939.4 $ - $ - $ 939.4 $ 939.4 $ - Investment in Teva ordinary shares 1,765.1 - - 1,765.1 - 1,765.1 Total $ 2,704.5 $ - $ - $ 2,704.5 $ 939.4 $ 1,765.1 Level 2 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Commercial paper and other $ 769.1 $ - $ - $ 769.1 $ - $ 769.1 Certificates of deposit 1,295.6 - (0.7 ) 1,294.9 - 1,294.9 Total $ 2,064.7 $ - $ (0.7 ) $ 2,064.0 $ - $ 2,064.0 Investments in Securities as of December 31, 2016: Level 1 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Money market funds $ 1,238.9 $ - $ - $ 1,238.9 $ 1,238.9 $ - Total $ 1,238.9 $ - $ - $ 1,238.9 $ 1,238.9 $ - Level 2 Carrying amount Unrecognized gain Unrecognized loss Estimated fair value Cash & cash equivalents Marketable securities Commercial paper and other $ 3,909.7 $ 0.2 $ - $ 3,909.9 $ - $ 3,909.9 Investment in Teva ordinary shares 5,038.6 - (1,599.4 ) 3,439.2 - 3,439.2 Certificates of deposit 4,152.4 - - 4,152.4 - 4,152.4 Total $ 13,100.7 $ 0.2 $ (1,599.4 ) $ 11,501.5 $ - $ 11,501.5 |
Accounts Payable and Accrued 40
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following ($ in millions): September 30, 2017 December 31, 2016 Accrued expenses: Accrued third-party rebates $ 1,645.9 $ 1,595.5 Accrued payroll and related benefits 550.0 581.1 Accrued returns 339.5 295.9 Contractual commitments 254.2 264.9 Royalties payable 181.6 146.6 Accrued pharmaceutical fees 144.5 221.3 Interest payable 144.0 294.2 Accrued R&D expenditures 139.0 154.0 Litigation-related reserves and legal fees 129.4 101.1 Accrued severance, retention and other shutdown costs 75.3 86.2 Accrued non-provision taxes 70.6 55.0 Accrued selling and marketing expenditures 56.6 95.9 Current portion of contingent consideration obligations 31.2 511.0 Dividends payable 24.6 23.2 Other accrued expenses 470.5 368.2 Total accrued expenses $ 4,256.9 $ 4,794.1 Accounts payable 284.8 224.9 Total Accounts Payable and Accrued Expenses $ 4,541.7 $ 5,019.0 |
Goodwill, Product Rights and 41
Goodwill, Product Rights and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The Company’s goodwill by segment consisted of the following ($ in millions): US Therapeutics US General Medicine International Total Balance as of December 31, 2016 $ 18,433.2 $ 21,426.6 $ 6,496.3 $ 46,356.1 Additions through acquisitions 2,454.8 - 245.9 2,700.7 Measurement period adjustments (25.9 ) (14.1 ) - (40.0 ) Foreign exchange and other adjustments - - 754.1 754.1 Balance as of September 30, 2017 $ 20,862.1 $ 21,412.5 $ 7,496.3 $ 49,770.9 |
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, 2016 Acquisitions Impairments IPR&D to CMP Transfers Held for sale Foreign Currency Translation Balance as of September 30, 2017 Intangibles with definite lives: Product rights and other related intangibles $ 67,801.4 $ 3,866.9 $ - $ 1,119.1 $ - $ 705.2 $ 73,492.6 Trade name 690.0 - - - - - 690.0 Total definite-lived intangible assets $ 68,491.4 $ 3,866.9 $ - $ 1,119.1 $ - $ 705.2 $ 74,182.6 Intangibles with indefinite lives: IPR&D $ 8,758.3 $ 10.0 $ (1,245.3 ) $ (1,119.1 ) $ (6.8 ) $ 8.6 $ 6,405.7 Total indefinite-lived intangible assets $ 8,758.3 $ 10.0 $ (1,245.3 ) $ (1,119.1 ) $ (6.8 ) $ 8.6 $ 6,405.7 Total product rights and related intangibles $ 77,249.7 $ 3,876.9 $ (1,245.3 ) $ - $ (6.8 ) $ 713.8 $ 80,588.3 Accumulated Balance as of December 31, 2016 Amortization Impairments Foreign Currency Translation Balance as of September 30, 2017 Intangibles with definite lives: Product rights and other related intangibles $ (14,493.9 ) $ (5,216.9 ) $ (3,876.0 ) $ (107.3 ) $ (23,694.1 ) Trade name (137.2 ) (58.1 ) - - (195.3 ) Total definite-lived intangible assets $ (14,631.1 ) $ (5,274.9 ) $ (3,876.0 ) $ (107.3 ) $ (23,889.4 ) Total product rights and $ (14,631.1 ) $ (5,274.9 ) $ (3,876.0 ) $ (107.3 ) $ (23,889.4 ) Net Product Rights and Other Intangibles $ 62,618.6 $ 56,698.9 |
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 September 30, 2017 over the remainder of 2017 and each of the next five years is estimated to be as follows ($ in millions): Amortization Expense 2017 remaining $ 1,913.4 2018 $ 6,420.4 2019 $ 6,014.0 2020 $ 5,692.8 2021 $ 4,753.4 2022 $ 4,387.1 |
Long-Term Debt and Capital Le42
Long-Term Debt and Capital Leases (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Senior Notes: Floating Rate Notes $500.0 million floating rate notes due March 12, 2018 * $ 500.0 $ 500.0 $ 501.8 $ 502.5 $500.0 million floating rate notes due March 12, 2020 ** 500.0 500.0 509.0 509.4 1,000.0 1,000.0 1,010.8 1,011.9 Fixed Rate Notes $1,000.0 million 1.850% notes due March 1, 2017 - 1,000.0 - 1,001.1 $500.0 million 1.300% notes due June 15, 2017 - 500.0 - 499.7 $1,200.0 million 1.875% notes due October 1, 2017 - 1,200.0 - 1,202.5 $3,000.0 million 2.350% notes due March 12, 2018 3,000.0 3,000.0 3,008.9 3,018.0 $250.0 million 1.350% notes due March 15, 2018 250.0 250.0 249.4 248.4 $1,050.0 million 4.375% notes due February 1, 2019 350.0 1,050.0 361.0 1,090.0 $500.0 million 2.450% notes due June 15, 2019 500.0 500.0 503.5 501.2 $400.0 million 6.125% notes due August 14, 2019 400.0 400.0 430.0 437.7 $3,500.0 million 3.000% notes due March 12, 2020 3,500.0 3,500.0 3,562.8 3,541.8 $650.0 million 3.375% notes due September 15, 2020 650.0 650.0 668.5 663.6 $750.0 million 4.875% notes due February 15, 2021 450.0 750.0 485.1 803.3 $1,200.0 million 5.000% notes due December 15, 2021 1,200.0 1,200.0 1,317.3 1,297.7 $3,000.0 million 3.450% notes due March 15, 2022 3,000.0 3,000.0 3,102.0 3,030.7 $1,700.0 million 3.250% notes due October 1, 2022 1,700.0 1,700.0 1,740.5 1,693.1 $350.0 million 2.800% notes due March 15, 2023 350.0 350.0 348.5 335.6 $1,200.0 million 3.850% notes due June 15, 2024 1,200.0 1,200.0 1,255.3 1,211.7 $4,000.0 million 3.800% notes due March 15, 2025 4,000.0 4,000.0 4,146.3 3,995.6 $2,500.0 million 4.550% notes due March 15, 2035 2,500.0 2,500.0 2,658.6 2,458.5 $1,000.0 million 4.625% notes due October 1, 2042 456.7 1,000.0 479.3 967.6 $1,500.0 million 4.850% notes due June 15, 2044 1,500.0 1,500.0 1,637.7 1,496.4 $2,500.0 million 4.750% notes due March 15, 2045 1,200.0 2,500.0 1,300.8 2,466.9 26,206.7 31,750.0 27,255.5 31,961.1 Euro Denominated Notes €750.0 million 0.500% notes due June 1, 2021 884.0 - 887.4 - €700.0 million 1.250% notes due June 1, 2024 825.0 - 832.0 - €550.0 million 2.125% notes due June 1, 2029 648.2 - 662.2 - €700.0 million floating rate notes due June 1, 2019 *** 825.0 - 825.6 - 3,182.2 - 3,207.2 - Total Senior Notes Gross 30,388.9 32,750.0 31,473.5 32,973.0 Unamortized premium 104.1 171.2 - - Unamortized discount (84.8 ) (95.8 ) - - Total Senior Notes Net 30,408.2 32,825.4 31,473.5 32,973.0 Other Indebtedness Debt Issuance Costs (126.6 ) (144.6 ) Other 51.8 85.5 Total Other Borrowings (74.8 ) (59.1 ) Capital Leases 2.7 2.4 Total Indebtedness $ 30,336.1 $ 32,768.7 * Interest on the 2018 floating rate note is three month USD ** Interest on the 2020 floating rate note is three month USD *** Interest on the €700.0 million floating rate notes is the three month EURIBOR plus 0.350% per annum |
Schedule of Annual Debt Maturities | As of September 30, 2017, annual debt maturities were as follows ($ in millions): Total Payments 2017 remaining $ - 2018 3,750.0 2019 2,075.0 2020 4,650.0 2021 2,534.0 2022 4,700.0 2023 and after 12,679.9 $ 30,388.9 Capital leases 2.7 Debt issuance costs (126.6 ) Other short-term borrowings 51.8 Unamortized premium 104.1 Unamortized discount (84.8 ) Total Indebtedness $ 30,336.1 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Long-Term Liabilities | Other long-term liabilities consisted of the following ($ in millions): September 30, December 31, 2017 2016 Acquisition related contingent consideration liabilities $ 528.6 $ 661.1 Long-term pension and post retirement liability 204.2 201.6 Legacy Allergan deferred executive compensation 114.0 111.7 Long-term severance and restructuring liabilities 49.9 22.0 Deferred revenue 38.7 15.7 Product warranties 27.4 28.1 Long-term contractual obligations 23.1 25.3 Other long-term liabilities 21.1 19.5 Total other long-term liabilities $ 1,007.0 $ 1,085.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Acquired U.S. Entities and Taxable Years that are Currently under Audit by IRS | The Company has several concurrent audits open and pending with the Internal Revenue Service (“IRS”) as set forth below: IRS Audits Tax Years Allergan W.C. Holding Inc. (formerly known as Actavis W.C. Holding Inc.) 2013 and 2014 Warner Chilcott Corporation 2010, 2011, 2012 and 2013 Forest Laboratories, Inc. 2010, 2011, 2012, 2013 and 2014 Allergan, Inc. 2009, 2010, 2011, 2012 and 2013 LifeCell Corporation 2014 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Changes in Shareholders' Equity | A summary of the changes in shareholders’ equity for the nine months ended September 30, 2017 consisted of the following ($ in millions): Allergan plc Shareholders’ equity as of December 31, 2016 $ 76,192.7 Increase in additional paid in capital for share-based compensation plans 220.8 Tax impact of change in accounting for share-based compensation plans 20.8 Net (loss) attributable to shareholders (7,246.8 ) Proceeds from stock plans 167.2 Dividends on ordinary shares (708.2 ) Dividends on preferred shares (208.8 ) Repurchase of ordinary shares (36.4 ) Non-cash issuance of shares 8.5 Net impact of other-than-temporary loss on investment in Teva securities 1,599.4 Other comprehensive income 1,150.2 Shareholders’ equity as of September 30, 2017 $ 71,159.4 Warner Chilcott Limited Members' equity as of December 31, 2016 $ 88,085.7 Tax impact of change in accounting for share-based compensation plans 20.8 Net (loss) attributable to members (7,099.7 ) Dividend to Parent (5,120.9 ) Net impact of other-than-temporary loss on investment in Teva securities 1,599.4 Other comprehensive income 1,150.2 Members' equity as of September 30, 2017 $ 78,635.5 |
Summary of Movements in Accumulated Other Comprehensive Income /(Loss) | The movements in accumulated other comprehensive income for the three and nine months ended September 30, 2017 were as follows ($ in millions): Foreign Currency Translation Items Unrealized (losses) / gains net of tax Total Accumulated Other Comprehensive Income / (Loss) Balance as of December 31, 2016 $ 534.7 $ (1,573.1 ) $ (1,038.4 ) Other comprehensive gain / (loss) before reclassifications into general and administrative 860.4 203.6 1,064.0 Net impact of other-than-temporary loss on investment in Teva securities - 1,599.4 1,599.4 Total other comprehensive income 860.4 1,803.0 2,663.4 Balance as of June 30, 2017 $ 1,395.1 $ 229.9 $ 1,625.0 Net impact of other-than-temporary loss on investment in Teva securities - (207.7 ) (207.7 ) Other comprehensive gain / (loss) before reclassifications into general and administrative 280.8 13.1 293.9 Total other comprehensive income 280.8 (194.6 ) 86.2 Balance as of September 30, 2017 $ 1,675.9 $ 35.3 $ 1,711.2 The movements in accumulated other comprehensive (loss) / income for the three and nine months ended September 30, 2016 were as follows ($ in millions): Foreign Currency Translation Items Unrealized gains net of tax Total Accumulated Other Comprehensive (Loss) / Income Balance as of December 31, 2015 $ (564.3 ) $ 70.2 $ (494.1 ) Other comprehensive gain / (loss) before reclassifications into general and administrative 192.9 (15.9 ) 177.0 Total other comprehensive income / (loss) 192.9 (15.9 ) 177.0 Balance as of June 30, 2016 $ (371.4 ) $ 54.3 $ (317.1 ) Other comprehensive gain / (loss) before reclassifications into general and administrative (19.1 ) 54.9 35.8 Impact of Teva Transaction 1,540.6 4.2 1,544.8 Net impact of other-than-temporary loss on investment in Teva securities - (664.2 ) (664.2 ) Total other comprehensive (loss) / income 1,521.5 (605.1 ) 916.4 Balance as of September 30, 2016 $ 1,150.1 $ (550.8 ) $ 599.3 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value using Fair Value Leveling or on Recurring Basis | Assets and liabilities are measured at fair value using Fair Value Leveling or disclosed at fair value on a recurring basis and as of September 30, 2017 and December 31, 2016 consisted of the following ($ in millions): Fair Value Measurements as of September 30, 2017 Using: Total Level 1 Level 2 Level 3 Assets: Cash equivalents * $ 939.4 $ 939.4 $ - $ - Short-term investments 2,064.0 - 2,064.0 - Deferred executive compensation investments 112.4 92.0 20.4 - Foreign currency derivatives - - - - Investment in Teva ordinary shares 1,765.1 1,765.1 - - Investments and other 76.7 76.7 - - Total assets $ 4,957.6 $ 2,873.2 $ 2,084.4 $ - Liabilities: Deferred executive compensation liabilities $ 114.0 $ 93.6 $ 20.4 $ - Contingent consideration obligations 559.8 - - 559.8 Total liabilities $ 673.8 $ 93.6 $ 20.4 $ 559.8 Fair Value Measurements as of December 31, 2016 Using: Total Level 1 Level 2 Level 3 Assets: Cash equivalents * $ 1,238.9 $ 1,238.9 $ - $ - Short-term investments 8,062.3 - 8,062.3 Deferred executive compensation investments 111.7 90.5 21.2 Foreign currency derivatives 0.1 - 0.1 - Investment in Teva ordinary shares 3,439.2 - 3,439.2 - Investments and other 95.0 95.0 - - Total assets $ 12,947.2 $ 1,424.4 $ 11,522.8 $ - Liabilities: Deferred executive compensation liabilities $ 111.7 $ 90.5 $ 21.2 $ - Contingent consideration obligations 1,172.1 - - 1,172.1 Total liabilities $ 1,283.8 $ 90.5 $ 21.2 $ 1,172.1 * Marketable securities with less than 90 days remaining until maturity at the time of acquisition are classified as cash equivalents. |
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) September 30, 2017 September 30, 2016 Cost of sales $ (67.0 ) $ 10.4 Research and development 0.2 5.5 General and administrative - - Total $ (66.8 ) $ 15.9 Nine Months Ended Expense / (income) September 30, 2017 September 30, 2016 Cost of sales $ (127.3 ) $ 13.4 Research and development 75.7 65.8 General and administrative - 0.1 Total $ (51.6 ) $ 79.3 |
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 nine months ended September 30, 2017 and 2016 ($ in millions): Balance as of December 31, 2016 Net transfers in to (out of) Level 3 Purchases, settlements, and other net Net accretion and fair value adjustments Balance as of September 30, 2017 Liabilities: Contingent consideration obligations $ 1,172.1 $ - $ (560.7 ) $ (51.6 ) $ 559.8 Balance as of December 31, 2015 Net transfers in to (out of) Level 3 Purchases, settlements, and other net Net accretion and fair value adjustments Balance as of September 30, 2016 Liabilities: Contingent consideration obligations $ 868.0 $ - $ 3.8 $ 79.3 $ 951.1 |
Schedule of Contingent Consideration Obligations from Business Acquisitions | During the nine months ended September 30, 2017, the following activity in contingent consideration obligations from the following business acquisitions was incurred ($ in millions): Business Acquisition Balance as of December 31, 2016 Fair Value Adjustments and Accretion Payments and Other Balance as of September 30, 2017 Tobira Acquisition $ 514.4 $ 19.5 $ (301.6 ) $ 232.3 Allergan Acquisition 199.6 (6.8 ) (110.0 ) 82.8 Medicines 360 acquisition 127.5 (69.6 ) (15.5 ) 42.4 AqueSys Acquisition 103.9 (35.5 ) (25.0 ) 43.4 Oculeve Acquisition 99.5 54.3 (100.0 ) 53.8 ForSight Acquisition 65.4 2.0 - 67.4 Metrogel acquisition 15.0 0.1 (7.6 ) 7.5 Forest Acquisition 11.0 3.2 (1.5 ) 12.7 Uteron acquisition 8.2 (8.2 ) - - Other 27.6 (10.6 ) 0.5 17.5 Total $ 1,172.1 $ (51.6 ) $ (560.7 ) $ 559.8 |
Business Restructuring Charges
Business Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Activity Related to Business Restructuring and Facility Rationalization Activities | During 2017, activity related to our business restructuring and facility rationalization activities primarily related to the cost optimization initiatives in conjunction with the LifeCell and Zeltiq acquisitions, international restructurings and non-acquisition related restructurings. Restructuring activities for the nine months ended September 30, 2017 were as follows ($ in millions): Severance Retention Share-Based Compensation Other Total Reserve balance at December 31, 2016 $ 68.5 $ - $ 39.7 $ 108.2 Charged to expense Cost of sales 40.4 - - 40.4 Research and development 17.8 - - 17.8 Selling and marketing 46.6 - - 46.6 General and administrative 20.5 34.4 13.0 67.9 Total expense 125.3 34.4 13.0 172.7 Cash payments (77.9 ) (31.5 ) (35.8 ) (145.2 ) Other reserve impact (7.6 ) (2.9 ) - (10.5 ) Reserve balance at September 30, 2017 $ 108.3 $ - $ 16.9 $ 125.2 |
Warner Chilcott Limited ("WCL48
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Tables) - Warner Chilcott Acquisition [Member] | 9 Months Ended |
Sep. 30, 2017 | |
Consolidating Balance Sheets | Warner Chilcott Limited Consolidating Balance Sheets As of September 30, 2017 (Unaudited; in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ 0.1 $ 29.7 $ - $ - $ 1,578.7 $ - $ 1,608.5 Marketable securities - - - - 3,829.1 - 3,829.1 Accounts receivable, net - - - - 2,808.6 - 2,808.6 Receivable from Parents - 4,824.2 - - 484.7 - 5,308.9 Inventories, net - - - - 899.8 - 899.8 Intercompany receivables - 9,481.2 5,308.4 75.9 30,134.2 (44,999.7 ) - Prepaid expenses and other current assets - 5.0 - 89.7 866.3 - 961.0 Total current assets 0.1 14,340.1 5,308.4 165.6 40,601.4 (44,999.7 ) 15,415.9 Property, plant and equipment, net - - - - 1,802.2 - 1,802.2 Investments and other assets - - - - 269.9 - 269.9 Investment in subsidiaries 78,649.5 84,325.9 - 70,820.7 - (233,796.1 ) - Non current intercompany receivables - 31,706.5 20,938.0 - 30,867.5 (83,512.0 ) - Non current receivables from Parents - - - - 3,964.0 - 3,964.0 Non current assets held for sale - - - - 11.1 - 11.1 Deferred tax assets - - - - 326.9 - 326.9 Product rights and other intangibles - - - - 56,698.9 - 56,698.9 Goodwill - - - - 49,770.9 - 49,770.9 Total assets $ 78,649.6 $ 130,372.5 $ 26,246.4 $ 70,986.3 $ 184,312.8 $ (362,307.8 ) $ 128,259.8 Current liabilities: Accounts payable and accrued expenses - - 77.9 - 4,438.2 - 4,516.1 Intercompany payables - 17,174.7 1,756.9 11,202.6 14,865.5 (44,999.7 ) - Payable to Parents - - - - 1,816.5 - 1,816.5 Income taxes payable - - - - 221.1 - 221.1 Current portion of long-term debt and capital leases - - 3,472.6 - 324.4 - 3,797.0 Total current liabilities - 17,174.7 5,307.4 11,202.6 21,665.7 (44,999.7 ) 10,350.7 Long-term debt and capital leases - - 20,938.0 2,530.3 3,070.8 - 26,539.1 Other long-term liabilities - - - - 1,007.0 - 1,007.0 Long-term intercompany payables - 30,718.5 - 149.0 52,644.5 (83,512.0 ) - Other taxes payable - - - - 911.4 - 911.4 Deferred tax liabilities - - - - 10,802.0 - 10,802.0 Total liabilities - 47,893.2 26,245.4 13,881.9 90,101.4 (128,511.7 ) 49,610.2 Total equity / (deficit) 78,649.6 82,479.3 1.0 57,104.4 94,211.4 (233,796.1 ) 78,649.6 Total liabilities and equity $ 78,649.6 $ 130,372.5 $ 26,246.4 $ 70,986.3 $ 184,312.8 $ (362,307.8 ) $ 128,259.8 Warner Chilcott Limited Consolidating Balance Sheets As of December 31, 2016 ($ in millions) Current assets: Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash and cash equivalents $ 0.1 $ 513.9 $ - $ - $ 1,199.2 $ - $ 1,713.2 Marketable securities - 6,351.8 - - 5,149.7 - 11,501.5 Accounts receivable, net - - - - 2,531.0 - 2,531.0 Receivable from Parents - 4,196.9 - - 5,092.3 - 9,289.2 Inventories - - - - 718.0 - 718.0 Intercompany receivables - 24,348.6 3,343.5 81.6 66,840.8 (94,614.5 ) - Prepaid expenses and other current assets - 14.2 - 42.7 1,325.2 - 1,382.1 Total current assets 0.1 35,425.4 3,343.5 124.3 82,856.2 (94,614.5 ) 27,135.0 Property, plant and equipment, net - - - - 1,611.3 - 1,611.3 Investments and other assets - - - 15.8 266.3 - 282.1 Investment in subsidiaries 88,093.4 89,276.0 - 73,757.8 - (251,127.2 ) - Non current intercompany receivables - 27,706.6 22,540.1 - 9,686.6 (59,933.3 ) - Non current receivables from Parents - - - - 3,964.0 - 3,964.0 Non current assets held for sale - - - - 27.0 - 27.0 Deferred tax assets - - - - 233.3 - 233.3 Product rights and other intangibles - - - - 62,618.6 - 62,618.6 Goodwill - - - - 46,356.1 - 46,356.1 Total assets $ 88,093.5 $ 152,408.0 $ 25,883.6 $ 73,897.9 $ 207,619.4 $ (405,675.0 ) $ 142,227.4 Current liabilities: Accounts payable and accrued expenses - - 208.9 - 4,784.4 - 4,993.3 Intercompany payables - 55,828.8 1,652.9 9,359.1 27,773.7 (94,614.5 ) - Payable to Parents - 334.1 - - 1,038.7 - 1,372.8 Income taxes payable - - - - 57.8 - 57.8 Current portion of long-term debt and capital leases - - 1,478.1 1,197.4 122.4 - 2,797.9 Total current liabilities - 56,162.9 3,339.9 10,556.5 33,777.0 (94,614.5 ) 9,221.8 Long-term debt and capital leases - - 22,540.1 3,079.0 4,351.7 - 29,970.8 Other long-term liabilities - - - - 1,086.0 - 1,086.0 Long-term intercompany payables - 9,537.6 - 149.0 50,246.7 (59,933.3 ) - Other taxes payable - - - - 886.2 - 886.2 Deferred tax liabilities - - - - 12,969.1 - 12,969.1 Total liabilities - 65,700.5 25,880.0 13,784.5 103,316.7 (154,547.8 ) 54,133.9 Total equity / (deficit) 88,093.5 86,707.5 3.6 60,113.4 104,302.7 (251,127.2 ) 88,093.5 Total liabilities and equity $ 88,093.5 $ 152,408.0 $ 25,883.6 $ 73,897.9 $ 207,619.4 $ (405,675.0 ) $ 142,227.4 |
Consolidating Statements of Operations | Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended September 30, 2017 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ - $ - $ - $ - $ 4,034.3 $ - $ 4,034.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 586.5 - 586.5 Research and development - - - - 442.6 - 442.6 Selling and marketing - - - - 832.8 - 832.8 General and administrative - - (0.9 ) - 278.1 - 277.2 Amortization - - - - 1,781.0 - 1,781.0 In-process research and development impairments - - - - 202.0 - 202.0 Asset sales and impairments, net - - - - 3,874.8 - 3,874.8 Total operating expenses - - (0.9 ) - 7,997.8 - 7,996.9 Operating (loss) - - 0.9 - (3,963.5 ) - (3,962.6 ) Non-operating income (expense): Interest income / (expense), net - 193.6 52.5 (26.3 ) (447.1 ) - (227.3 ) Other (expense), net - - - - (1,310.3 ) - (1,310.3 ) Total other income (expense), net - 193.6 52.5 (26.3 ) (1,757.4 ) - (1,537.6 ) Income / (loss) before income taxes and noncontrolling interest - 193.6 53.4 (26.3 ) (5,720.9 ) - (5,500.2 ) (Benefit) / provision for income taxes - - 0.3 (14.4 ) (1,624.7 ) - (1,638.8 ) Losses / (earnings) of equity interest subsidiaries 3,869.2 4,077.9 - 2,564.2 - (10,511.3 ) - Net (loss) / income from continuing operations, net of tax $ (3,869.2 ) $ (3,884.3 ) $ 53.1 $ (2,576.1 ) $ (4,096.2 ) $ 10,511.3 $ (3,861.4 ) (Loss) from discontinued operations - - - - (6.1 ) - (6.1 ) Net (loss) / income $ (3,869.2 ) $ (3,884.3 ) $ 53.1 $ (2,576.1 ) $ (4,102.3 ) $ 10,511.3 $ (3,867.5 ) (Income) attributable to noncontrolling interest - - - - (1.7 ) - (1.7 ) Net (loss) / income attributable to ordinary shareholders $ (3,869.2 ) $ (3,884.3 ) $ 53.1 $ (2,576.1 ) $ (4,104.0 ) $ 10,511.3 $ (3,869.2 ) Other comprehensive income / (loss) 86.2 176.0 - (50.2 ) 86.2 (212.0 ) 86.2 Comprehensive income / (loss) $ (3,783.0 ) $ (3,708.3 ) $ 53.1 $ (2,626.3 ) $ (4,017.8 ) $ 10,299.3 $ (3,783.0 ) Warner Chilcott Limited Consolidating Statements of Operations For the Nine Months Ended September 30, 2017 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues - - - - 11,614.6 - 11,614.6 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 1,587.1 - 1,587.1 Research and development - - - - 1,691.9 - 1,691.9 Selling and marketing - - - - 2,637.1 - 2,637.1 General and administrative - - 9.2 1.1 1,028.9 - 1,039.2 Amortization - - - - 5,274.9 - 5,274.9 In process research and development impairments - - - - 1,245.3 - 1,245.3 Asset sales and impairments, net - - - - 3,896.2 - 3,896.2 Total operating expenses - - 9.2 1.1 17,361.4 - 17,371.7 Operating (loss) - - (9.2 ) (1.1 ) (5,746.8 ) - (5,757.1 ) Non-operating income (expense): Interest income / (expense), net - 721.7 117.3 (104.3 ) (1,440.5 ) - (705.8 ) Other income (expense), net - - (110.4 ) (39.9 ) (3,216.3 ) - (3,366.6 ) Total other income (expense), net - 721.7 6.9 (144.2 ) (4,656.8 ) - (4,072.4 ) Income / (loss) before income taxes and noncontrolling interest - 721.7 (2.3 ) (145.3 ) (10,403.6 ) - (9,829.5 ) (Benefit) / provision for income taxes - (0.2 ) 0.3 (73.4 ) (2,678.8 ) - (2,752.1 ) Losses / (earnings) of equity interest subsidiaries 7,099.7 7,901.8 - 2,579.5 - (17,581.0 ) - Net (loss) / income from continuing operations, net of tax $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,724.8 ) $ 17,581.0 $ (7,077.4 ) (Loss) from discontinued operations - - - - (17.6 ) - (17.6 ) Net (loss) / income $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,742.4 ) $ 17,581.0 $ (7,095.0 ) (Income) attributable to noncontrolling interest - - - - (4.7 ) - (4.7 ) Net (loss) / income attributable to ordinary shareholders $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,747.1 ) $ 17,581.0 $ (7,099.7 ) Other comprehensive income / (loss) 2,749.6 2,894.5 - (357.7 ) 2,749.6 (5,286.4 ) 2,749.6 Comprehensive (loss) / income $ (4,350.1 ) $ (4,285.4 ) $ (2.6 ) $ (3,009.1 ) $ (4,997.5 ) $ 12,294.6 $ (4,350.1 ) Warner Chilcott Limited Consolidating Statements of Operations For the Three Months Ended September 30, 2016 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ - $ - $ - $ - $ 3,622.2 $ - $ 3,622.2 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 462.2 - 462.2 Research and development - - - - 622.8 - 622.8 Selling and marketing - - - - 796.0 - 796.0 General and administrative - 4.1 - - 308.1 - 312.2 Amortization - - - - 1,609.1 - 1,609.1 In process research and development impairments - - - - 42.0 - 42.0 Asset sales and impairments, net - - - - (4.7 ) - (4.7 ) Total operating expenses - 4.1 - - 3,835.5 - 3,839.6 Operating (loss) - (4.1 ) - - (213.3 ) - (217.4 ) Non-operating income (expense): Interest income / (expense), net - 911.6 (216.6 ) (40.3 ) (960.9 ) - (306.2 ) Other income, net - - - - 33.6 - 33.6 Total other income (expense), net - 911.6 (216.6 ) (40.3 ) (927.3 ) - (272.6 ) (Loss) / income before income taxes and noncontrolling interest - 907.5 (216.6 ) (40.3 ) (1,140.6 ) - (490.0 ) Provision / (benefit) for income taxes - - - (22.6 ) (136.3 ) - (158.9 ) Losses / (earnings) of equity interest subsidiaries (15,269.0 ) (11,485.0 ) - 747.6 - 26,006.4 - Net (loss) / income from continuing operations, net of tax $ 15,269.0 $ 12,392.5 $ (216.6 ) $ (765.3 ) $ (1,004.3 ) $ (26,006.4 ) $ (331.1 ) (Loss) from discontinued operations - - - - 15,601.9 - 15,601.9 Net (loss) / income $ 15,269.0 $ 12,392.5 $ (216.6 ) $ (765.3 ) $ 14,597.6 $ (26,006.4 ) $ 15,270.8 (Income) attributable to noncontrolling interest - - - - (1.8 ) - (1.8 ) Net (loss) / income attributable to ordinary shareholders $ 15,269.0 $ 12,392.5 $ (216.6 ) $ (765.3 ) $ 14,595.8 $ (26,006.4 ) $ 15,269.0 Other comprehensive (loss) / income 916.4 958.4 - 900.2 916.4 (2,775.0 ) 916.4 Comprehensive income / (loss) $ 16,185.4 $ 13,350.9 $ (216.6 ) $ 134.9 $ 15,512.2 $ (28,781.4 ) $ 16,185.4 Consolidating Statements of Operations For the Nine Months Ended September 30, 2016 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Net revenues $ - $ - $ - $ - $ 10,706.3 $ - $ 10,706.3 Operating expenses: Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) - - - - 1,381.1 - 1,381.1 Research and development - - - - 1,662.4 - 1,662.4 Selling and marketing - - - - 2,429.6 - 2,429.6 General and administrative - 4.6 - 19.8 941.8 - 966.2 Amortization - - - - 4,831.9 - 4,831.9 In process research and development impairments - - - - 316.9 - 316.9 Asset sales and impairments, net - - - - (24.0 ) - (24.0 ) Total operating expenses - 4.6 - 19.8 11,539.7 - 11,564.1 Operating (loss) - (4.6 ) - (19.8 ) (833.4 ) - (857.8 ) Non-operating income (expense): Interest income / (expense), net - 1,349.2 2.2 (117.2 ) (2,213.6 ) - (979.4 ) Other income (expense), net - - - - 34.2 - 34.2 Total other income (expense), net - 1,349.2 2.2 (117.2 ) (2,179.4 ) - (945.2 ) Income / (loss) before income taxes and noncontrolling interest - 1,344.6 2.2 (137.0 ) (3,012.8 ) - (1,803.0 ) Provision / (benefit) for income taxes - - - (51.4 ) (774.4 ) - (825.8 ) Losses / (earnings) of equity interest subsidiaries (14,891.7 ) (10,701.3 ) - 198.6 - 25,394.4 - Net (loss) / income from continuing operations, net of tax $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ (2,238.4 ) $ (25,394.4 ) $ (977.2 ) Income from discontinued operations - - - - 15,873.2 - 15,873.2 Net (loss) / income $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ 13,634.8 $ (25,394.4 ) $ 14,896.0 (Income) attributable to noncontrolling interest - - - - (4.3 ) - (4.3 ) Net (loss) / income income attributable to ordinary shareholders $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ 13,630.5 $ (25,394.4 ) $ 14,891.7 Other comprehensive income / (loss) 1,093.4 1,213.8 - 871.1 1,093.4 (3,178.3 ) 1,093.4 Comprehensive (loss) / income $ 15,985.1 $ 13,259.7 $ 2.2 $ 586.9 $ 14,723.9 $ (28,572.7 ) $ 15,985.1 |
Consolidating Statement of Cash Flows | Warner Chilcott Limited Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2017 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net (loss) / income $ (7,099.7 ) $ (7,179.9 ) $ (2.6 ) $ (2,651.4 ) $ (7,742.4 ) $ 17,581.0 $ (7,095.0 ) Reconciliation to net cash provided by operating activities: Losses / (earnings) of equity interest subsidiaries 7,099.7 7,901.8 - 2,579.5 - (17,581.0 ) - Depreciation - - - - 123.2 - 123.2 Amortization - - - - 5,274.9 - 5,274.9 Provision for inventory reserve - - - - 77.3 - 77.3 Share-based compensation - - - - 220.8 - 220.8 Deferred income tax benefit - - - - (3,205.3 ) - (3,205.3 ) In-process research and development impairments - - - - 1,245.3 - 1,245.3 Loss on asset sales and impairments, net - - - - 3,896.2 - 3,896.2 Net income impact of other-than-temporary loss on investment in Teva securities - - - - 3,273.5 - 3,273.5 Amortization of inventory step up - - - - 126.2 - 126.2 Non-cash debt extinguishment - - 17.6 12.2 (38.0 ) - (8.2 ) Amortization of deferred financing costs - - 17.0 2.6 - - 19.6 Contingent consideration adjustments, including accretion - - - - (51.6 ) - (51.6 ) Dividends from subsidiaries 917.0 - - - - (917.0 ) - Other, net - (10.0 ) - - (8.2 ) - (18.2 ) Changes in assets and liabilities (net of effects of acquisitions) - (5,072.9 ) (235.4 ) 1,800.4 3,591.6 - 83.7 Net cash provided by / (used in) operating activities 917.0 (4,361.0 ) (203.4 ) 1,743.3 6,783.5 (917.0 ) 3,962.4 Cash Flows From Investing Activities: Additions to property plant and equipment - - - - (234.0 ) - (234.0 ) Additions to product rights and other intangibles - - - - (604.3 ) - (604.3 ) Additions to investments - (3,989.6 ) - - (4,444.2 ) - (8,433.8 ) Proceeds from sale of investments and other assets - 7,866.4 - - 6,608.0 - 14,474.4 Proceeds from sales of property, plant and equipment - - - - 5.8 - 5.8 Acquisitions of business, net of cash acquired - - - - (5,290.4 ) - (5,290.4 ) Net cash provided by / (used in) investing activities - 3,876.8 - - (3,959.1 ) - (82.3 ) Cash Flows From Financing Activities: Proceeds from borrowings of long-term indebtedness - - 3,020.9 - 4.1 - 3,025.0 Debt issuance costs - - (17.5 ) - - - (17.5 ) Payments on debt, including capital lease obligations - - (2,800.0 ) (1,743.3 ) (1,035.9 ) - (5,579.2 ) Payments of contingent consideration and other financing - - - - (515.2 ) - (515.2 ) Dividends to Parent (917.0 ) - - - (917.0 ) 917.0 (917.0 ) Net cash (used in) / provided by financing activities (917.0 ) - 203.4 (1,743.3 ) (2,464.0 ) 917.0 (4,003.9 ) Effect of currency exchange rate changes on cash and cash equivalents - - - - 19.1 - 19.1 Net (decrease) in cash and cash equivalents - (484.2 ) - - 379.5 - (104.7 ) Cash and cash equivalents at beginning of period 0.1 513.9 - - 1,199.2 - 1,713.2 Cash and cash equivalents at end of period $ 0.1 $ 29.7 $ - $ - $ 1,578.7 $ - $ 1,608.5 Warner Chilcott Limited Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2016 (Unaudited; in millions) Warner Chilcott Limited (Parent Guarantor) Allergan Capital S.a.r.l. (Guarantor) Allergan Funding SCS (Issuer) Allergan Finance, LLC (Issuer and Guarantor) Non- guarantors Eliminations Consolidated Warner Chilcott Limited Cash Flows From Operating Activities: Net (loss) / income $ 14,891.7 $ 12,045.9 $ 2.2 $ (284.2 ) $ 13,634.8 $ (25,394.4 ) $ 14,896.0 Reconciliation to net cash provided by operating activities: (Earnings) / losses of equity interest subsidiaries (14,891.7 ) (10,701.3 ) - 198.6 - 25,394.4 - Depreciation - - - - 117.6 - 117.6 Amortization - - - - 4,836.7 - 4,836.7 Provision for inventory reserve - - - - 162.7 - 162.7 Share-based compensation - - - - 269.9 - 269.9 Deferred income tax benefit - - - - (517.1 ) - (517.1 ) Pre-tax gain on sale of generics business - - - - (24,203.1 ) - (24,203.1 ) Non-cash tax effect of gain on sale of generics business - - - - 5,749.9 - 5,749.9 In-process research and development impairments - - - - 316.9 - 316.9 (Gain) on asset sales and impairments, net - - - (24.0 ) (24.0 ) Amortization of inventory step-up - - - - 42.4 - 42.4 Amortization of deferred financing costs - 21.7 18.3 3.2 1.4 - 44.6 Contingent consideration adjustments, including accretion - - - - 76.7 - 76.7 Dividends from subsidiaries 1,244.8 1,244.8 - - - (2,489.6 ) - Other, net - - - - (16.0 ) - (16.0 ) Changes in assets and liabilities (net of effects of acquisitions) 0.1 8,487.2 479.5 80.4 (10,821.9 ) - (1,774.7 ) Net cash provided by / (used in) operating activities 1,244.9 11,098.3 500.0 (2.0 ) (10,373.1 ) (2,489.6 ) (21.5 ) Cash Flows From Investing Activities: Additions to property, plant and equipment - - - - (250.5 ) - (250.5 ) Additions to product rights and other intangibles - - - - - - - Sale of generics business - - - - 33,304.5 - 33,304.5 Additions to investments - - - - (15,445.5 ) - (15,445.5 ) Proceeds from the sale of investments and other assets - - - - 40.0 - 40.0 Proceeds from sales of property, plant and equipment - - - - 33.3 - 33.3 Acquisitions of businesses, net of cash acquired - - - - (74.5 ) - (74.5 ) Net cash (used in) investing activities - - - - 17,607.3 - 17,607.3 Cash Flows From Financing Activities: Proceeds from borrowings on credit facility - 1,050.0 - - - - 1,050.0 Payments on debt, including capital lease obligations - (8,815.9 ) (500.0 ) - (1,515.1 ) - (10,831.0 ) Payments of contingent consideration - - - - (77.7 ) - (77.7 ) Dividends to Parent (1,244.8 ) (1,244.8 ) - - (1,244.8 ) 2,489.6 (1,244.8 ) Net cash (used in) / provided by financing activities (1,244.8 ) (9,010.7 ) (500.0 ) - (2,837.6 ) 2,489.6 (11,103.5 ) Effect of currency exchange rate changes on cash and cash equivalents - - - - 4.3 - 4.3 Net increase / (decrease) in cash and cash equivalents 0.1 2,087.6 - (2.0 ) 4,400.9 - 6,486.6 Cash and cash equivalents at beginning of period - 13.5 - 2.0 1,020.7 - 1,036.2 Cash and cash equivalents at end of period $ 0.1 $ 2,101.1 $ - $ - $ 5,421.6 $ - $ 7,522.8 |
General - Additional Informatio
General - Additional Information (Detail) shares in Millions, $ in Millions | Aug. 02, 2016USD ($)shares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)CountryManufacturer | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Oct. 03, 2016USD ($) |
Segment Reporting Information [Line Items] | ||||||
Number of operating countries | Country | 100 | |||||
Teva [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Ordinary shares received from divestiture of businesses | shares | 100.3 | |||||
Stock value received in divestiture of businesses | $ 5,038.6 | |||||
Gain on sale of business | $ 15,881.5 | |||||
Teva [Member] | Anda Distribution Business [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of manufacturers | Manufacturer | 300 | |||||
Consideration amount on sale of business | $ 500 | |||||
Allergan Global Generic Pharmaceuticals Business and Certain Other Assets | Teva [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Proceeds Received From Divestiture of Businesses | $ 33,300 | |||||
Ordinary shares received from divestiture of businesses | shares | 100.3 | |||||
Stock value received in divestiture of businesses | $ 5,000 | |||||
Discounted rate due to lack of marketability in divestiture of business | 5.90% | 0.00% | ||||
Gain on sale of business | $ 15,881.5 | $ 15,881.5 | ||||
Deferred liabilities relating to other elements of arrangements | $ 299.2 | |||||
Allergan Global Generic Pharmaceuticals Business and Certain Other Assets | Teva [Member] | Anda Distribution Business [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business | $ 15,932.2 |
Reconciliation of Warner Chil50
Reconciliation of Warner Chilcott Limited Results to Allergan Plc Results - Summary of Financial Position Reconciliation Results of Warner Chilcott Limited to Allergan Plc (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | $ 1,612.7 | $ 1,724 | $ 7,554.7 | $ 1,096 |
Prepaid expenses and other current assets | 962.6 | 1,383.4 | ||
Accounts payable and accrued liabilities | 4,541.7 | 5,019 | ||
Other long-term liabilities | 1,007 | 1,085 | ||
Material Reconciling Items [Member] | Allergan, Inc. [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | 1,612.7 | 1,724 | ||
Prepaid expenses and other current assets | 962.6 | 1,383.4 | ||
Accounts payable and accrued liabilities | 4,541.7 | 5,019 | ||
Other long-term liabilities | 1,007 | 1,085 | ||
Material Reconciling Items [Member] | Warner Chilcott Limited [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | 1,608.5 | 1,713.2 | ||
Prepaid expenses and other current assets | 961 | 1,382.1 | ||
Accounts payable and accrued liabilities | 4,516.1 | 4,993.3 | ||
Other long-term liabilities | 1,007 | 1,086 | ||
Material Reconciling Items [Member] | Difference [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
Cash and cash equivalents | 4.2 | 10.8 | ||
Prepaid expenses and other current assets | 1.6 | 1.3 | ||
Accounts payable and accrued liabilities | 25.6 | 25.7 | ||
Other long-term liabilities | $ 0 | $ (1) |
Reconciliation of Warner Chil51
Reconciliation of Warner Chilcott Limited Results to Allergan Plc Results - Summary of Operations Reconciliation Results of Warner Chilcott Limited to Allergan Plc (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | $ 336.9 | $ 361.2 | $ 1,112.8 | $ 1,033.9 |
Operating (loss) | (4,022.3) | (266.4) | (5,830.7) | (925.5) |
Total other (expense), net | (1,310.3) | 33.6 | (3,366.6) | 184.2 |
Income / (loss) before income taxes and noncontrolling interest | (5,586.7) | (539) | (9,976.6) | (1,720.7) |
Net (loss) from continuing operations, net of tax | (3,947.9) | (380.1) | (7,224.5) | (894.9) |
Net (loss) / income | (3,954) | 15,221.8 | (7,242.1) | 14,978.3 |
Dividends on preferred shares | 69.6 | 69.6 | 208.8 | 208.8 |
Net (loss) income attributable to ordinary shareholders/members | (4,025.3) | 15,150.4 | (7,455.6) | 14,765.2 |
Material Reconciling Items [Member] | Allergan, Inc. [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | 336.9 | 361.2 | 1,112.8 | 1,033.9 |
Operating (loss) | (4,022.3) | (266.4) | (5,830.7) | (925.5) |
Total other (expense), net | (1,564.4) | (272.6) | (4,145.9) | (795.2) |
Income / (loss) before income taxes and noncontrolling interest | (5,586.7) | (539) | (9,976.6) | (1,720.7) |
Net (loss) from continuing operations, net of tax | (3,947.9) | (380.1) | (7,224.5) | (894.9) |
Net (loss) / income | (3,954) | 15,221.8 | (7,242.1) | 14,978.3 |
Dividends on preferred shares | 69.6 | 69.6 | 208.8 | 208.8 |
Net (loss) income attributable to ordinary shareholders/members | (4,025.3) | 15,150.4 | (7,455.6) | 14,765.2 |
Material Reconciling Items [Member] | Warner Chilcott Limited [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | 277.2 | 312.2 | 1,039.2 | 966.2 |
Operating (loss) | (3,962.6) | (217.4) | (5,757.1) | (857.8) |
Total other (expense), net | (1,537.6) | (272.6) | (4,072.4) | (945.2) |
Income / (loss) before income taxes and noncontrolling interest | (5,500.2) | (490) | (9,829.5) | (1,803) |
Net (loss) from continuing operations, net of tax | (3,861.4) | (331.1) | (7,077.4) | (977.2) |
Net (loss) / income | (3,867.5) | 15,270.8 | (7,095) | 14,896 |
Net (loss) income attributable to ordinary shareholders/members | (3,869.2) | 15,269 | (7,099.7) | 14,891.7 |
Material Reconciling Items [Member] | Difference [Member] | ||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | ||||
General and administrative expenses | 59.7 | 49 | 73.6 | 67.7 |
Operating (loss) | (59.7) | (49) | (73.6) | (67.7) |
Total other (expense), net | (26.8) | (73.5) | 150 | |
Income / (loss) before income taxes and noncontrolling interest | (86.5) | (49) | (147.1) | 82.3 |
Net (loss) from continuing operations, net of tax | (86.5) | (49) | (147.1) | 82.3 |
Net (loss) / income | (86.5) | (49) | (147.1) | 82.3 |
Dividends on preferred shares | 69.6 | 69.6 | 208.8 | 208.8 |
Net (loss) income attributable to ordinary shareholders/members | $ (156.1) | $ (118.6) | $ (355.9) | $ (126.5) |
Reconciliation of Warner Chil52
Reconciliation of Warner Chilcott Limited Results to Allergan Plc Results - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | |||||
Interest income | $ (11,100,000) | $ (18,100,000) | $ (53,000,000) | $ (23,500,000) | |
Warner Chilcott Limited [Member] | |||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | |||||
Receivable from Parents | 5,308,900,000 | 5,308,900,000 | $ 9,289,200,000 | ||
Non current receivables from Parents | 3,964,000,000 | 3,964,000,000 | $ 3,964,000,000 | ||
Interest income | (37,900,000) | $ (18,100,000) | (126,500,000) | $ (23,500,000) | |
Material Reconciling Items [Member] | Difference [Member] | |||||
Schedule Of Reconciliation Of Subsidiary Results [Line Items] | |||||
Interest income | $ 26,800,000 | $ 73,500,000 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Additional Information (Detail) shares in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017USD ($)shares | Jun. 30, 2017Segment | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($)shares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($)shares | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of reporting units | Segment | 5 | ||||||
Impairment of goodwill | $ 0 | ||||||
In-process research and development impairments | $ 202,000,000 | $ 42,000,000 | $ 1,245,300,000 | $ 316,900,000 | |||
Repurchase of share on EPS basis | shares | 3 | 1.3 | |||||
Stock Awards [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Shares not included in the computation of diluted EPS | shares | 3.7 | 4.4 | 4.2 | 4.7 | |||
Women's Healthcare Research and Development Project [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | $ 91,300,000 | $ 24,000,000 | |||||
Delay In Launch Of Women Health Care Project [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 278,000,000 | ||||||
Delay In Launch Of Women Health Care Project [Member] | Warner Chilcott [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 57,000,000 | ||||||
International Eye Care Pipeline Project [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 35,000,000 | ||||||
Botox Therapeutic Product [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 20,000,000 | ||||||
Osteoarthritis Research and Development Project [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 190,000,000 | ||||||
Gastroenterology Research and Development Project [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | $ 42,000,000 | $ 42,000,000 | |||||
IPR&D [Member] | Restasis [Member] | Dry Eye [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 164,000,000 | ||||||
IPR&D [Member] | Allergan, Inc. [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | $ 140,000,000 | 140,000,000 | |||||
IPR&D [Member] | Warner Chilcott [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | $ 21,000,000 | 278,000,000 | |||||
IPR&D [Member] | CNS [Member] | Allergan, Inc. [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 486,000,000 | ||||||
IPR&D [Member] | Eye Care Project that Resulted in Decrease in Projected Cash Flows [Member] | Allergan, Inc. [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 44,000,000 | ||||||
IPR&D [Member] | Eye Care Project [Member] | Allergan, Inc. [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 20,000,000 | ||||||
IPR&D [Member] | Medical Aesthetics [Member] | Allergan, Inc. [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
In-process research and development impairments | 17,000,000 | $ 17,000,000 | |||||
Minimum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Long term growth rates | 0.00% | ||||||
Lond term discount rate | 7.50% | ||||||
Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Long term growth rates | 2.00% | ||||||
Lond term discount rate | 8.50% | ||||||
Continuing Operations [Member] | Sales Return and Allowances [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Valuation allowance | 2,190,300,000 | $ 2,190,300,000 | $ 2,178,800,000 | ||||
Continuing Operations [Member] | Sales Return and Allowances [Member] | In accounts receivable [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Valuation allowance | 204,900,000 | 204,900,000 | 287,400,000 | ||||
Continuing Operations [Member] | Sales Return and Allowances [Member] | Within Accounts Payable and Accrued Expenses [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Valuation allowance | $ 1,985,400,000 | $ 1,985,400,000 | $ 1,891,400,000 | ||||
Ordinary Shares [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Shares not included in the computation of diluted EPS | shares | 17.7 | 17.6 | 17.7 | 17.6 | |||
ASU No. 2016-09 [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Impact of reclassification adjustment on net deferred tax liabilities and retained earnings due to adoption of new accounting pronouncement | $ 20,800,000 | ||||||
Impact of reclassification adjustment on financing cash flows due to adoption of new accounting pronouncement | (26,600,000) | ||||||
ASU No. 2016-09 [Member] | Retained Earnings [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Impact of reclassification adjustment due to adoption of new accounting pronouncement | $ (62,400,000) | (62,400,000) | |||||
ASU No. 2016-09 [Member] | Additional Paid-in Capital [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Impact of reclassification adjustment due to adoption of new accounting pronouncement | $ 62,400,000 | $ 62,400,000 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Movements in SRA Reserve Balances (Detail) - Continuing Operations [Member] - Sales Return and Allowances [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | $ 2,178.8 |
Provision to reduce gross product sales to net product sales | 5,914.5 |
Acquired balances in the LifeCell and Zeltiq acquisitions | 41.3 |
Payments and other | (5,944.3) |
Ending Balance | $ 2,190.3 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Summary of Activity in Gross-to-Net Revenue Excluding Discontinued Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Gross product sales | $ 5,994.9 | $ 5,332.9 | $ 17,265.7 | $ 15,727.7 |
Provisions to reduce gross product sales to net product sales | (2,044.6) | (1,757.3) | (5,914.5) | (5,153) |
Net product sales | $ 3,950.3 | $ 3,575.6 | $ 11,351.2 | $ 10,574.7 |
Percentage of SRA provisions to gross sales | 34.10% | 33.00% | 34.30% | 32.80% |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net (loss) / income: | ||||
Net (loss) attributable to ordinary shareholders excluding income from discontinued operations, net of tax | $ (4,019.2) | $ (451.5) | $ (7,438) | $ (1,108) |
(Loss) / income from discontinued operations, net of tax | (6.1) | 15,601.9 | (17.6) | 15,873.2 |
Net (loss) /income attributable to ordinary shareholders | $ (4,025.3) | $ 15,150.4 | $ (7,455.6) | $ 14,765.2 |
Basic weighted average ordinary shares outstanding | 333.5 | 392.7 | 334.6 | 394.4 |
Basic EPS: | ||||
Continuing operations | $ (12.05) | $ (1.15) | $ (22.23) | $ (2.81) |
Discontinued operations | (0.02) | 39.73 | (0.05) | 40.25 |
Net (loss) / income per share - basic | (12.07) | $ 38.58 | (22.28) | $ 37.44 |
Dividends per ordinary share | $ 0.70 | $ 2.10 | ||
Diluted weighted average ordinary shares outstanding | 333.5 | 392.7 | 334.6 | 394.4 |
Diluted EPS: | ||||
Continuing operations | $ (12.05) | $ (1.15) | $ (22.23) | $ (2.81) |
Discontinued operations | (0.02) | 39.73 | (0.05) | 40.25 |
Net (loss) /income per share - diluted | $ (12.07) | $ 38.58 | $ (22.28) | $ 37.44 |
Acquisitions and Other Agreem57
Acquisitions and Other Agreements - Additional Information (Detail) $ / shares in Units, $ in Millions | Sep. 08, 2017USD ($) | Jul. 31, 2017USD ($) | Jun. 23, 2017 | Apr. 28, 2017USD ($) | Mar. 14, 2017USD ($) | Feb. 01, 2017USD ($) | Jan. 09, 2017USD ($) | Nov. 01, 2016USD ($)Program$ / shares | Oct. 25, 2016USD ($) | Sep. 23, 2016USD ($) | Mar. 17, 2015USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | $ 49,770.9 | $ 49,770.9 | $ 46,356.1 | |||||||||||||
Research and development | 442.6 | $ 622.8 | 1,691.9 | $ 1,662.4 | ||||||||||||
Cost of sales | 586.5 | $ 462.2 | 1,587.1 | 1,381.1 | ||||||||||||
Sale of assets | 22.5 | |||||||||||||||
Saint Regis Mohawk Tribe [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Upfront payment of agreement | $ 13.8 | |||||||||||||||
Cost of sales | 13.8 | 13.8 | ||||||||||||||
Annual royalties payable | $ 15 | |||||||||||||||
US Specialized Therapeutics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 20,862.1 | 20,862.1 | 18,433.2 | |||||||||||||
International [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 7,496.3 | $ 7,496.3 | $ 6,496.3 | |||||||||||||
Minimum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Lond term discount rate | 7.50% | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Lond term discount rate | 8.50% | |||||||||||||||
Keller Medical, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Jun. 23, 2017 | |||||||||||||||
ZELTIQ Aesthetics, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Apr. 28, 2017 | |||||||||||||||
Payments to acquire business, cash | $ 2,405.4 | |||||||||||||||
Goodwill | 1,204.3 | $ 1,204.3 | ||||||||||||||
Step-up in the value of inventories | 22.9 | |||||||||||||||
Amortization of inventory step-up to cost of sales | 11 | 22.9 | ||||||||||||||
ZELTIQ Aesthetics, Inc. [Member] | US Specialized Therapeutics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 958.4 | |||||||||||||||
ZELTIQ Aesthetics, Inc. [Member] | International [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | $ 245.9 | |||||||||||||||
ZELTIQ Aesthetics, Inc. [Member] | IPR&D [Member] | Minimum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Lond term discount rate | 10.00% | |||||||||||||||
ZELTIQ Aesthetics, Inc. [Member] | IPR&D [Member] | Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Lond term discount rate | 11.00% | |||||||||||||||
LifeCell Corporation [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Feb. 1, 2017 | |||||||||||||||
Goodwill | 1,449.1 | 1,449.1 | ||||||||||||||
Step-up in the value of inventories | $ 108.4 | |||||||||||||||
Amortization of inventory step-up to cost of sales | 27.4 | 103.3 | ||||||||||||||
Acquisition purchase price | 2,883.1 | |||||||||||||||
LifeCell Corporation [Member] | US Specialized Therapeutics [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | $ 1,449.1 | |||||||||||||||
LifeCell Corporation [Member] | IPR&D [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Lond term discount rate | 7.50% | |||||||||||||||
Lyndra, Inc [Member] | Ultra-long-acting Oral Products [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Jul. 31, 2017 | |||||||||||||||
Payment for license upfront fees | $ 15 | |||||||||||||||
Research and development | $ 15 | 15 | ||||||||||||||
Lyndra, Inc [Member] | Maximum [Member] | Ultra-long-acting Oral Products [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Research and development | 85 | |||||||||||||||
Editas Medicine Inc [Member] | Eye Care [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Mar. 14, 2017 | |||||||||||||||
Payment for license upfront fees | $ 90 | |||||||||||||||
Research and development | 90 | |||||||||||||||
Assembly Biosciences, Inc [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Jan. 9, 2017 | |||||||||||||||
Payment for license upfront fees | $ 50 | |||||||||||||||
Research and development | 50 | |||||||||||||||
Assembly Biosciences, Inc [Member] | Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Research and development | 2,771 | |||||||||||||||
Lysosomal Therapeutics, Inc [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Jan. 9, 2017 | |||||||||||||||
Research and development | 145 | |||||||||||||||
Lysosomal Therapeutics, Inc [Member] | Option Right [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Research and development | $ 150 | |||||||||||||||
Tobira Therapeutics Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Nov. 1, 2016 | |||||||||||||||
Goodwill | $ 98.6 | |||||||||||||||
Acquisition purchase price | 570.1 | |||||||||||||||
Maximum amount of contingent consideration | 1,101.3 | |||||||||||||||
Payments of contingent consideration | $ 303.1 | |||||||||||||||
Contingent consideration liability | $ 479 | |||||||||||||||
Number of differentiated, complementary development programs added | Program | 2 | |||||||||||||||
Tobira Therapeutics Inc. [Member] | Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition purchase price | $ 1,101.3 | |||||||||||||||
Contingent consideration for acquisition CVRs per share value | $ / shares | $ 49.84 | |||||||||||||||
Vitae Pharmaceuticals Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Oct. 25, 2016 | |||||||||||||||
Goodwill | $ 30.6 | |||||||||||||||
Acquisition purchase price | 621.4 | |||||||||||||||
Assets held for sale | $ 22.5 | |||||||||||||||
ForSight VISION 5 [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition date | Sep. 23, 2016 | |||||||||||||||
Payments to acquire business, cash | $ 95 | |||||||||||||||
Goodwill | 50.5 | |||||||||||||||
Acquisition purchase price | 74.5 | |||||||||||||||
Contingent consideration liability | 79.8 | |||||||||||||||
Payment of outstanding indebtedness | 14.8 | |||||||||||||||
ForSight VISION 5 [Member] | Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Contingent consideration liability | $ 125 | |||||||||||||||
Allergan, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Step-up in the value of inventories | $ 923.9 | |||||||||||||||
Amortization of inventory step-up to cost of sales | $ 21.6 |
Acquisitions and Other Agreem58
Acquisitions and Other Agreements - Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date and Purchase Accounting Adjustments Subsequent to Acquisition Date (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Feb. 01, 2017 | Dec. 31, 2016 | Nov. 01, 2016 | Oct. 25, 2016 | Sep. 23, 2016 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 49,770.9 | $ 46,356.1 | ||||||
ZELTIQ Aesthetics, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 36.7 | |||||||
Accounts receivable | 47 | |||||||
Inventories | 59.3 | |||||||
Property, plant and equipment, net | 12.4 | |||||||
Intangible assets | 1,185 | |||||||
Goodwill | 1,204.3 | |||||||
Other assets | 17.1 | |||||||
Accounts payable and accrued expenses | (93.6) | |||||||
Deferred revenue | (10.6) | |||||||
Deferred tax liabilities, net | (50.9) | |||||||
Other liabilities | (1.3) | |||||||
Net assets acquired | 2,405.4 | |||||||
ZELTIQ Aesthetics, Inc. [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 36.7 | |||||||
Accounts receivable | 47 | |||||||
Inventories | 59.3 | |||||||
Property, plant and equipment, net | 12.4 | |||||||
Intangible assets | 1,185 | |||||||
Goodwill | 1,204.6 | |||||||
Other assets | 17.1 | |||||||
Accounts payable and accrued expenses | (93.6) | |||||||
Deferred revenue | (10.6) | |||||||
Deferred tax liabilities, net | (51.2) | |||||||
Other liabilities | (1.3) | |||||||
Net assets acquired | $ 2,405.4 | |||||||
ZELTIQ Aesthetics, Inc. [Member] | Measurement Period Adjustments [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | (0.3) | |||||||
Deferred tax liabilities, net | 0.3 | |||||||
LifeCell Corporation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 8.7 | |||||||
Accounts receivable | 50.8 | |||||||
Inventories | 175.4 | |||||||
Property, plant and equipment, net | 53.7 | |||||||
Intangible assets | 2,020 | $ 2,020 | ||||||
Goodwill | 1,449.1 | |||||||
Accounts payable and accrued expenses | (149.6) | |||||||
Deferred tax liabilities, net | (746.2) | |||||||
Other | 21.2 | |||||||
Net assets acquired | 2,883.1 | |||||||
LifeCell Corporation [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 8.7 | |||||||
Accounts receivable | 50.8 | |||||||
Inventories | 175.4 | |||||||
Property, plant and equipment, net | 53.7 | |||||||
Goodwill | 1,469.8 | |||||||
Accounts payable and accrued expenses | (149.6) | |||||||
Deferred tax liabilities, net | (766.9) | |||||||
Other | 21.2 | |||||||
Net assets acquired | 2,883.1 | |||||||
LifeCell Corporation [Member] | Measurement Period Adjustments [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | (20.7) | |||||||
Deferred tax liabilities, net | 20.7 | |||||||
LifeCell Corporation [Member] | Currently Marketed Products ("CMP") [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 2,010 | |||||||
LifeCell Corporation [Member] | Currently Marketed Products ("CMP") [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 2,010 | |||||||
LifeCell Corporation [Member] | IPR&D [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 10 | $ 10 | ||||||
LifeCell Corporation [Member] | IPR&D [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 10 | |||||||
Tobira Therapeutics Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 21.3 | |||||||
Goodwill | 98.6 | |||||||
Indebtedness | (15.9) | |||||||
Contingent consideration | (479) | |||||||
Deferred tax liabilities, net | (381.8) | |||||||
Other assets and liabilities | (30.1) | |||||||
Net assets acquired | 570.1 | |||||||
Tobira Therapeutics Inc. [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 21.3 | |||||||
Goodwill | 112.7 | |||||||
Indebtedness | (15.9) | |||||||
Contingent consideration | (479) | |||||||
Deferred tax liabilities, net | (395.9) | |||||||
Other assets and liabilities | (30.1) | |||||||
Net assets acquired | 570.1 | |||||||
Tobira Therapeutics Inc. [Member] | Measurement Period Adjustments [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | (14.1) | |||||||
Deferred tax liabilities, net | 14.1 | |||||||
Tobira Therapeutics Inc. [Member] | IPR&D [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 1,357 | |||||||
Tobira Therapeutics Inc. [Member] | IPR&D [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 1,357 | |||||||
Vitae Pharmaceuticals Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 44.7 | |||||||
Marketable securities | 20.2 | |||||||
Property, plant and equipment, net | 5 | |||||||
Assets held for sale | 22.5 | |||||||
Goodwill | 30.6 | |||||||
Deferred tax liabilities, net | (166.9) | |||||||
Other liabilities | (20.7) | |||||||
Net assets acquired | 621.4 | |||||||
Vitae Pharmaceuticals Inc. [Member] | IPR&D [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 686 | |||||||
Vitae Pharmaceuticals Inc. [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 44.7 | |||||||
Marketable securities | 20.2 | |||||||
Property, plant and equipment, net | 5 | |||||||
Assets held for sale | 22.5 | |||||||
Goodwill | 34.4 | |||||||
Deferred tax liabilities, net | (170.7) | |||||||
Other liabilities | (20.7) | |||||||
Net assets acquired | 621.4 | |||||||
Vitae Pharmaceuticals Inc. [Member] | Previously Reported Preliminary Valuation [Member] | IPR&D [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 686 | |||||||
Vitae Pharmaceuticals Inc. [Member] | Measurement Period Adjustments [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | (3.8) | |||||||
Deferred tax liabilities, net | $ 3.8 | |||||||
ForSight VISION 5 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 1 | |||||||
Goodwill | 50.5 | |||||||
Current liabilities | (14.8) | |||||||
Contingent consideration | (79.8) | |||||||
Deferred tax liabilities, net | (37.2) | |||||||
Other liabilities | (3.2) | |||||||
Net assets acquired | 74.5 | |||||||
ForSight VISION 5 [Member] | IPR&D [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 158 | |||||||
ForSight VISION 5 [Member] | Previously Reported Preliminary Valuation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 1 | |||||||
Goodwill | 51.6 | |||||||
Current liabilities | (14.8) | |||||||
Contingent consideration | (79.8) | |||||||
Deferred tax liabilities, net | (38.3) | |||||||
Other liabilities | (3.2) | |||||||
Net assets acquired | 74.5 | |||||||
ForSight VISION 5 [Member] | Previously Reported Preliminary Valuation [Member] | IPR&D [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 158 | |||||||
ForSight VISION 5 [Member] | Measurement Period Adjustments [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | (1.1) | |||||||
Deferred tax liabilities, net | $ 1.1 |
Acquisitions and Other Agreem59
Acquisitions and Other Agreements - Summary of Amounts Recognized and Weighted Average Useful Lives Using Economic Benefit of Intangible Assets (Detail) - USD ($) $ in Millions | Apr. 28, 2017 | Feb. 01, 2017 | Sep. 30, 2017 |
ZELTIQ Aesthetics, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 1,185 | ||
Intangible Assets, Amount recognized as of the acquisition date | $ 1,185 | ||
ZELTIQ Aesthetics, Inc. [Member] | CMP [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | 1,028 | ||
ZELTIQ Aesthetics, Inc. [Member] | CMP [Member] | Consumables [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 985 | ||
Weighted average useful lives (years) | 6 years 8 months 12 days | ||
ZELTIQ Aesthetics, Inc. [Member] | CMP [Member] | System [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 43 | ||
Weighted average useful lives (years) | 3 years 8 months 12 days | ||
ZELTIQ Aesthetics, Inc. [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 157 | ||
Weighted average useful lives (years) | 6 years 7 months 6 days | ||
LifeCell Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 2,010 | ||
Intangible Assets, Amount recognized as of the acquisition date | 2,020 | 2,020 | |
LifeCell Corporation [Member] | IPR&D [Member] | |||
Business Acquisition [Line Items] | |||
Indefinite lived assets, Amount recognized as of the acquisition date | 10 | $ 10 | |
LifeCell Corporation [Member] | IPR&D [Member] | Other Products [Member] | |||
Business Acquisition [Line Items] | |||
Indefinite lived assets, Amount recognized as of the acquisition date | 10 | ||
LifeCell Corporation [Member] | CMP [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | 1,910 | ||
LifeCell Corporation [Member] | CMP [Member] | Alloderm [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 1,385 | ||
Weighted average useful lives (years) | 6 years 10 months 24 days | ||
LifeCell Corporation [Member] | CMP [Member] | Revolve [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 80 | ||
Weighted average useful lives (years) | 7 years 1 month 6 days | ||
LifeCell Corporation [Member] | CMP [Member] | Strattice [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 320 | ||
Weighted average useful lives (years) | 5 years 1 month 6 days | ||
LifeCell Corporation [Member] | CMP [Member] | Artia [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 115 | ||
Weighted average useful lives (years) | 8 years 9 months 18 days | ||
LifeCell Corporation [Member] | CMP [Member] | Other Products [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 10 | ||
Weighted average useful lives (years) | 2 years 9 months 18 days | ||
LifeCell Corporation [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Definite lived assets, Amount recognized as of the acquisition date | $ 100 | ||
Weighted average useful lives (years) | 6 years 3 months 18 days |
Acquisitions and Other Agreem60
Acquisitions and Other Agreements - Summary of Initial Consideration Included in Component of R&D Expenses (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | $ 442.6 | $ 622.8 | $ 1,691.9 | $ 1,662.4 | |
AstraZeneca Plc Agreement [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | $ 250 | ||||
Motus Therapeutics, Inc. Asset Acquisition [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | 199.5 | ||||
Chase Pharmaceuticals Corporation Asset Acquisition [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | 122.9 | ||||
RetroSense Therapeutics, LLC License Agreement [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | 59.7 | ||||
Akarna Therapeutics, Ltd. Asset Acquisition [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | 48.2 | ||||
Topokine Therapeutics Inc Asset Acquisition [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | 85.8 | ||||
Heptares Therapeutics Ltd. License Agreement [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | 125 | ||||
Anterios, Inc. Asset Acquisition [Member] | |||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |||||
Research and development | $ 89.2 |
Acquisitions and Other Agreem61
Acquisitions and Other Agreements - Summary of Transaction and Integration Costs (Detail) - Legacy Allergan [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | $ 17.3 | $ 99.8 | $ 65.8 | $ 299.9 |
Stock Compensation Plan [Member] | Cost of Sales [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | 1.1 | 2.2 | 3.8 | 7.4 |
Stock Compensation Plan [Member] | Research and Development Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | 5.8 | 9.3 | 19.7 | 32.6 |
Stock Compensation Plan [Member] | Selling and Marketing Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | 7.5 | 15.8 | 21.4 | 53 |
Stock Compensation Plan [Member] | General and Administrative Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | $ 2.9 | 9.9 | 10.3 | 28.2 |
Acquisition, Integration and Restructuring Related Charges [Member] | Cost of Sales [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | 6.6 | 0.9 | 12.4 | |
Acquisition, Integration and Restructuring Related Charges [Member] | Research and Development Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | 6.8 | 0.5 | 10.6 | |
Acquisition, Integration and Restructuring Related Charges [Member] | Selling and Marketing Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | (1.2) | 11.7 | ||
Acquisition, Integration and Restructuring Related Charges [Member] | General and Administrative Expense [Member] | ||||
Business Acquisition [Line Items] | ||||
Total transaction and integration costs | $ 50.4 | $ 9.2 | $ 144 |
Schedule of Reconciliation of P
Schedule of Reconciliation of Proceeds Received in Teva Transaction and Gain Recognized in Income from Discontinued Operations (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net cash proceeds received | $ 33,304.5 | |
Pre-tax gain on sale of generics business | $ 24,203.1 | |
Teva [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net cash proceeds received | $ 33,304.5 | |
August 2, 2016 fair value of Teva shares | 5,038.6 | |
Total Proceeds | 38,343.1 | |
Net assets sold to Teva, excluding cash | (12,076.7) | |
Other comprehensive income disposed | (1,544.8) | |
Deferral of proceeds relating to additional elements of agreements with Teva | (518.9) | |
Pre-tax gain on sale of generics business | 24,202.7 | |
Income taxes | (8,321.2) | |
Net gain on sale of generics business | $ 15,881.5 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Oct. 03, 2016 | Aug. 02, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Oct. 31, 2016 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||||
Impairment of investments | $ 1,978 | |||||||||
Marketable securities | $ 3,829.1 | $ 3,829.1 | $ 11,501.5 | |||||||
(Loss) / income from discontinued operations, net of tax | (6.1) | $ 15,601.9 | (17.6) | $ 15,873.2 | ||||||
Deferred tax (benefit) expense related to investment in certain subsidiaries | (474.7) | $ 5,738.8 | ||||||||
Deferred income tax expense including reversal of deferred tax asset | (3,205.3) | (517.1) | ||||||||
Teva [Member] | ||||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||||
Working capital balance reserve proposed adjustment | $ 1,400 | |||||||||
Revised estimated adjustment to the closing date working capital balance | $ 1,500 | |||||||||
Marketable securities | 1,765.1 | 1,765.1 | ||||||||
Unrealized gain on securities | 1,295.5 | |||||||||
Pre-tax charges for impairment of investment | 1,295.5 | 3,273.5 | ||||||||
(Loss) / income from discontinued operations, net of tax | $ 6.1 | $ 17.6 | ||||||||
Deferred income tax expense including reversal of deferred tax asset | $ 5,273.9 | |||||||||
Teva [Member] | Anda Distribution Business [Member] | ||||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||||
Discontinued operations definite sale agreement date | Oct. 3, 2016 | |||||||||
Consideration amount on sale of business | $ 500 | |||||||||
Teva [Member] | Allergan Global Generic Pharmaceuticals Business and Certain Other Assets | ||||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||||
Discounted rate due to lack of marketability in divestiture of business | 5.90% | 0.00% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Key Financial Results of Businesses Income from Discontinued Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Net revenues | $ 756.5 | $ 4,504.3 | ||
Operating expenses: | ||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 531 | 2,798.3 | ||
Research and development | 37.3 | 269.6 | ||
Selling and marketing | 69.1 | 352.6 | ||
General and administrative | 90.3 | 399.4 | ||
Amortization | 4.8 | |||
Total operating expenses | 727.7 | 3,824.7 | ||
Operating income | 28.8 | 679.6 | ||
Other (expense) income, net | 15,881.5 | 15,881.1 | ||
Provision for income taxes | 308.4 | 687.5 | ||
Net income from discontinued operations | $ (6.1) | $ 15,601.9 | $ (17.6) | $ 15,873.2 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Depreciation Amortization and Significant Operating and Investing Noncash Items of Discontinued Operations (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Discontinued Operations And Disposal Groups [Abstract] | |
Depreciation from discontinued operations | $ 2.1 |
Amortization from discontinued operations | 4.8 |
Capital expenditures | 85.3 |
Deferred income tax expense | $ 5,893.4 |
Other (Expense) Income - Compon
Other (Expense) Income - Components of Other (Expense) Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Non Operating Income Expense [Line Items] | ||||
Debt extinguishment costs as part of the debt tender offer | $ (161.5) | |||
Dividend income | $ 8.5 | $ 34.1 | 76.7 | $ 34.1 |
Naurex recovery | 20 | |||
Pfizer termination fee (Allergan plc only) | 150 | |||
Other (expense) income, net | (23.3) | (0.5) | (28.3) | 0.1 |
Other (expense) income, net | (1,310.3) | 33.6 | (3,366.6) | 184.2 |
Teva [Member] | ||||
Other Non Operating Income Expense [Line Items] | ||||
Net income impact of other-than-temporary loss on investment | (1,295.5) | (3,273.5) | ||
Dividend income | $ 8.5 | $ 34.1 | $ 76.7 | $ 34.1 |
Other (Expense) Income - Additi
Other (Expense) Income - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | Aug. 02, 2016 | Aug. 28, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Other Non Operating Income Expense [Line Items] | ||||||
Early repayment of senior notes | $ 2,843.3 | |||||
Gain (loss) on extinguishment of debt | (161.5) | |||||
Redeemable premium interest | 170.5 | |||||
Dividend income | $ 8.5 | $ 34.1 | 76.7 | $ 34.1 | ||
Other-than-temporary impairment charges on other equity and cost investments | 22.6 | 26.1 | ||||
Pfizer termination fee | 150 | |||||
Naurex, Inc. [Member] | ||||||
Other Non Operating Income Expense [Line Items] | ||||||
Business acquisition date | Aug. 28, 2015 | |||||
Amount received from purchase price reduction | $ 20 | |||||
Teva [Member] | ||||||
Other Non Operating Income Expense [Line Items] | ||||||
Net income impact of other-than-temporary loss on investment in Teva securities | 1,295.5 | 3,273.5 | ||||
Ordinary shares received from divestiture of businesses | 100.3 | |||||
Dividend income | $ 8.5 | $ 34.1 | $ 76.7 | $ 34.1 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
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 | |||
Share-based compensation expense related to discontinued operations | $ 3.2 | $ 16 | ||
Unrecognized future share-based compensation expense | 487.4 | $ 487.4 | ||
Remaining weighted average period (years) | 1 year 10 months 25 days | |||
Allergan, Inc. [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized future share-based compensation expense | 46 | $ 46 | ||
ZELTIQ Aesthetics, Inc. [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized future share-based compensation expense | 31.8 | 31.8 | ||
Forest Laboratories, Inc. [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized future share-based compensation expense | 5.2 | 5.2 | ||
Non Equity-Settled Awards Other [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Income in non-equity settled awards other due to actuarial reversal based on total shareholder return | $ 32.6 | $ (7.4) | $ 19.5 | $ (14) |
Minimum [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option exercisable period | 3 years | |||
Minimum [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option expiration period | 1 year | |||
Maximum [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option exercisable period | 5 years | |||
Maximum [Member] | Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option expiration period | 4 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Fair Value Assumptions of Options based on Black-Scholes Valuation Model (Detail) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
2017 Grants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 1.20% | |
Expected volatility | 27.00% | |
Risk-free interest rate, Minimum | 2.00% | |
Risk-free interest rate, Maximum | 2.30% | |
Expected term | 7 years | |
2016 Grants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0.00% | |
Expected volatility | 27.00% | |
Risk-free interest rate, Minimum | 1.30% | |
Risk-free interest rate, Maximum | 2.40% | |
Minimum [Member] | 2016 Grants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 7 years | |
Maximum [Member] | 2016 Grants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 7 years 6 months |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 39.7 | $ 91.6 | $ 232.8 | $ 287 |
Equity Based Compensation Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 72.3 | 81.1 | 220.8 | 269.9 |
Cash-Settled Equity Awards [Member] | ZELTIQ Aesthetics, Inc. [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 31.5 | |||
Cash-Settled Equity Awards [Member] | ForSight VISION 5 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 3.1 | 3.1 | ||
Non Equity-Settled Awards Other [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense (benefit) | $ (32.6) | $ 7.4 | $ (19.5) | $ 14 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Impact of Accelerations and Step-ups Relating to Acquisition Accounting Treatment of Outstanding Awards (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
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 | $ 17 | $ 37.1 | $ 90 | $ 124.3 |
ZELTIQ Aesthetics, 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 | 5.8 | 43.5 | ||
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 | 9.7 | 26.8 | 37.5 | 86.8 |
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 | $ 1.5 | $ 10.3 | $ 9 | $ 37.5 |
Share-Based Compensation - Su72
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted shares / units outstanding, beginning balance | 1.5 | |
Shares, Granted | 1.1 | |
Shares, Vested | (0.3) | |
Shares, Forfeited | (0.1) | |
Restricted shares / units outstanding, ending balance | 2.4 | 1.5 |
Weighted Average Grant Date Fair Value, outstanding, beginning balance | $ 251.88 | |
Weighted Average Grant Date Fair Value, Granted | 235.14 | |
Weighted Average Grant Date Fair Value, Vested | 230.89 | |
Weighted Average Grant Date Fair Value, Forfeited | 256.09 | |
Weighted Average Grant Date Fair Value, outstanding, ending balance | $ 244.12 | $ 251.88 |
Weighted Average Remaining Contractual Term (Years) | 1 year 10 months 24 days | 1 year 7 months 6 days |
Aggregate Grant Date Fair Value, outstanding, beginning balance | $ 388 | |
Aggregate Grant Date Fair Value, Granted | 258.7 | |
Aggregate Grant Date Fair Value, Vested | (89.2) | |
Aggregate Grant Date Fair Value, Forfeited | (28.8) | |
Aggregate Grant Date Fair Value, outstanding, ending balance | $ 570.5 | $ 388 |
ZELTIQ Aesthetics, Inc. [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Assumed as part of the Zeltiq Acquisition | 0.2 | |
Weighted Average Grant Date Fair Value, Assumed as part of the Zeltiq Acquisition * | $ 213.15 | |
Aggregate Grant Date Fair Value, Assumed as part of the Zeltiq Acquisition * | $ 41.8 |
Share-Based Compensation - Su73
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options, Outstanding, Beginning Balance | 9 | |
Options, Granted | 0.3 | |
Options, Exercised | (1.6) | |
Options, Cancelled | (0.2) | |
Options, Outstanding, Ending Balance | 7.5 | 9 |
Options, vested and expected to vest | 7.5 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 113.77 | |
Weighted Average Exercise Price, Granted | 239.33 | |
Weighted Average Exercise Price, Exercised | (92.61) | |
Weighted Average Exercise Price, Cancelled | (121.60) | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 119.78 | $ 113.77 |
Weighted Average Exercise Price, vested and expected to vest | $ 119.78 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 4 years 7 months 6 days | 5 years 10 months 24 days |
Weighted Average Remaining Contractual Term (Years), vested and expected to vest | 4 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 634.5 | $ 861.7 |
Aggregate Intrinsic Value, vested and expected to vest | $ 634.5 |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Reportable Segments - Schedule
Reportable Segments - Schedule of Net Revenues, Operating Expenses Contribution Information by Reportable Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 4,034.3 | $ 3,622.2 | $ 11,614.6 | $ 10,706.3 |
Operating expenses: | ||||
Cost of sales | 586.5 | 462.2 | 1,587.1 | 1,381.1 |
Selling and marketing | 832.8 | 796 | 2,637.1 | 2,429.6 |
General and administrative | 336.9 | 361.2 | 1,112.8 | 1,033.9 |
Research and development | 442.6 | 622.8 | 1,691.9 | 1,662.4 |
Amortization | 1,781 | 1,609.1 | 5,274.9 | 4,831.9 |
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 |
Asset sales and impairments, net | 3,874.8 | (4.7) | 3,896.2 | (24) |
Operating (loss) | (4,022.3) | (266.4) | (5,830.7) | (925.5) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 4,030 | 3,639.1 | 11,596.3 | 10,759.8 |
Operating expenses: | ||||
Cost of sales | 473.2 | 379.4 | 1,314.2 | 1,173.9 |
Selling and marketing | 826 | 773.4 | 2,552.2 | 2,330.3 |
General and administrative | 130.8 | 111.5 | 365.6 | 341.1 |
Segment Contribution | $ 2,600 | $ 2,374.8 | $ 7,364.3 | $ 6,914.5 |
Contribution margin | 64.50% | 65.30% | 63.50% | 64.30% |
Corporate | $ 321.9 | $ 372 | $ 1,086.7 | $ 1,052.8 |
Research and development | 442.6 | 622.8 | 1,691.9 | 1,662.4 |
Amortization | 1,781 | 1,609.1 | 5,274.9 | 4,831.9 |
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 |
Asset sales and impairments, net | 3,874.8 | (4.7) | 3,896.2 | (24) |
Operating (loss) | $ (4,022.3) | $ (266.4) | $ (5,830.7) | $ (925.5) |
Operating margin | (99.80%) | (7.30%) | (50.30%) | (8.60%) |
Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 1,724.8 | $ 1,453.2 | $ 4,921.8 | $ 4,240.8 |
Operating expenses: | ||||
Cost of sales | 131.4 | 69.2 | 349.4 | 215 |
Selling and marketing | 353.5 | 292.4 | 1,040.7 | 844.8 |
General and administrative | 54.8 | 41.2 | 149.4 | 126.4 |
Segment Contribution | $ 1,185.1 | $ 1,050.4 | $ 3,382.3 | $ 3,054.6 |
Contribution margin | 68.70% | 72.30% | 68.70% | 72.00% |
Operating Segments [Member] | International [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 807.8 | $ 697.8 | $ 2,403.6 | $ 2,128.1 |
Operating expenses: | ||||
Cost of sales | 116.3 | 95.1 | 341.6 | 309.3 |
Selling and marketing | 224.8 | 188.2 | 673.2 | 582.7 |
General and administrative | 28.3 | 28 | 86.5 | 86.5 |
Segment Contribution | $ 438.4 | $ 386.5 | $ 1,302.3 | $ 1,149.6 |
Contribution margin | 54.30% | 55.40% | 54.20% | 54.00% |
Operating Segments [Member] | US General Medicine [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 1,497.4 | $ 1,488.1 | $ 4,270.9 | $ 4,390.9 |
Operating expenses: | ||||
Cost of sales | 225.5 | 215.1 | 623.2 | 649.6 |
Selling and marketing | 247.7 | 292.8 | 838.3 | 902.8 |
General and administrative | 47.7 | 42.3 | 129.7 | 128.2 |
Segment Contribution | $ 976.5 | $ 937.9 | $ 2,679.7 | $ 2,710.3 |
Contribution margin | 65.20% | 63.00% | 62.70% | 61.70% |
Reportable Segments - Reconcili
Reportable Segments - Reconciliation of Net Revenues for Operating Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 4,034.3 | $ 3,622.2 | $ 11,614.6 | $ 10,706.3 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 4,030 | 3,639.1 | 11,596.3 | 10,759.8 |
Corporate Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 4.3 | $ (16.9) | $ 18.3 | $ (53.5) |
Reportable Segments - Presents
Reportable Segments - Presents of Global Net Revenues by Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | $ 4,034.3 | $ 3,622.2 | $ 11,614.6 | $ 10,706.3 |
Operating Segments [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 4,030 | 3,639.1 | 11,596.3 | 10,759.8 |
Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1,724.8 | 1,453.2 | 4,921.8 | 4,240.8 |
Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1,497.4 | 1,488.1 | 4,270.9 | 4,390.9 |
Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 807.8 | 697.8 | 2,403.6 | 2,128.1 |
Corporate Non Segment [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 4.3 | (16.9) | 18.3 | (53.5) |
Botox [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 774.5 | 689.7 | 2,304.6 | 2,046.9 |
Botox [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 558.6 | 496.3 | 1,642 | 1,454 |
Botox [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 215.9 | 193.4 | 662.6 | 592.9 |
Restasis [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 382.3 | 371.8 | 1,058.7 | 1,076.1 |
Restasis [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 366.8 | 356.4 | 1,012 | 1,026.4 |
Restasis [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 15.5 | 15.4 | 46.7 | 49.7 |
Juvederm Collection [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 242.1 | 201.8 | 747.6 | 629.5 |
Juvederm Collection [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 115.6 | 105 | 361.6 | 325.3 |
Juvederm Collection [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 126.5 | 96.8 | 386 | 304.2 |
Namenda XR [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 114.3 | 146.9 | 355 | 486.5 |
Namenda XR [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 114.3 | 146.9 | 355 | 486.5 |
Lumigan And Ganfort [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 174.8 | 164.9 | 508.4 | 509.6 |
Lumigan And Ganfort [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 83.3 | 78.3 | 236.6 | 240.4 |
Lumigan And Ganfort [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 91.5 | 86.6 | 271.8 | 269.2 |
Bystolic/Byvalson [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 164.7 | 165.6 | 456.3 | 480.3 |
Bystolic/Byvalson [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 164.2 | 165.1 | 454.7 | 479 |
Bystolic/Byvalson [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 0.5 | 0.5 | 1.6 | 1.3 |
Linzess/Constella [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 196.6 | 168.7 | 522.4 | 464.7 |
Linzess/Constella [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 190.9 | 164.4 | 506.3 | 452 |
Linzess/Constella [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 5.7 | 4.3 | 16.1 | 12.7 |
Alphagan And Combigan [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 136.1 | 134.7 | 403.9 | 401.6 |
Alphagan And Combigan [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 92.7 | 93.4 | 275.5 | 274.3 |
Alphagan And Combigan [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 43.4 | 41.3 | 128.4 | 127.3 |
Asacol/Delzicol [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 61.4 | 86.4 | 189.5 | 338.4 |
Asacol/Delzicol [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 49.5 | 72.2 | 152.7 | 297.9 |
Asacol/Delzicol [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 11.9 | 14.2 | 36.8 | 40.5 |
Lo Loestrin [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 120 | 105.7 | 332.8 | 296 |
Lo Loestrin [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 120 | 105.7 | 332.8 | 296 |
Estrace Cream [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 101.6 | 98.6 | 265.1 | 276.4 |
Estrace Cream [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 101.6 | 98.6 | 265.1 | 276.4 |
Eye Drops [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 124.9 | 117.9 | 359.4 | 347 |
Eye Drops [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 53.7 | 50.2 | 152.2 | 140.1 |
Eye Drops [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 71.2 | 67.7 | 207.2 | 206.9 |
Breast Implants [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 96.1 | 86.7 | 290.4 | 261.7 |
Breast Implants [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 58 | 51.1 | 173.6 | 149.2 |
Breast Implants [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 38.1 | 35.6 | 116.8 | 112.5 |
Viibryd/Fetzima [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 87.5 | 87.6 | 246.3 | 252.7 |
Viibryd/Fetzima [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 86.5 | 87.6 | 244.2 | 252.6 |
Viibryd/Fetzima [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1 | 2.1 | 0.1 | |
Minastrin 24 [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 3.6 | 84.9 | 56.1 | 248.9 |
Minastrin 24 [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 3.6 | 84.9 | 56.1 | 247.5 |
Minastrin 24 [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1.4 | |||
Ozurdex [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 74.8 | 64.3 | 224.5 | 192 |
Ozurdex [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 24.6 | 20.9 | 72 | 61.8 |
Ozurdex [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 50.2 | 43.4 | 152.5 | 130.2 |
Carafate And Sulcrate [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 59.4 | 57 | 178.7 | 169.4 |
Carafate And Sulcrate [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 58.7 | 56.4 | 176.6 | 167.7 |
Carafate And Sulcrate [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 0.7 | 0.6 | 2.1 | 1.7 |
Coolsculpting Consumables [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 64.1 | 124.5 | ||
Coolsculpting Consumables [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 50.3 | 98.2 | ||
Coolsculpting Consumables [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 13.8 | 26.3 | ||
Aczone [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 46.9 | 69 | 128.6 | 156.1 |
Aczone [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 46.7 | 69 | 128.3 | 156.1 |
Aczone [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 0.2 | 0.3 | ||
Zenpep [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 56.8 | 52.5 | 153.8 | 145.1 |
Zenpep [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 56.8 | 52.5 | 153.8 | 145.1 |
Namenda IR [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 2.9 | 0.1 | 12.8 | |
Namenda IR [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 2.9 | 0.1 | 12.8 | |
Canasa/Salofalk [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 43.6 | 51.6 | 129 | 148 |
Canasa/Salofalk [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 39 | 47.2 | 115.7 | 135 |
Canasa/Salofalk [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 4.6 | 4.4 | 13.3 | 13 |
Other Products [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 343.5 | 266.2 | ||
Other Products [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 71.5 | 22.7 | ||
Other Products [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 169.3 | 147.2 | ||
Other Products [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 98.4 | 89.5 | ||
Other Products [Member] | Corporate Non Segment [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 4.3 | 6.8 | ||
Vraylar [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 80.2 | 32.4 | 200.1 | 51.1 |
Vraylar [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 80.2 | 32.4 | 200.1 | 51.1 |
Saphris [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 37.2 | 40.8 | 117.5 | 123.6 |
Saphris [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 37.2 | 40.8 | 117.5 | 123.6 |
Coolsculpting Systems & Add On Applicators [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 43.3 | 84.5 | ||
Coolsculpting Systems & Add On Applicators [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 33.1 | 64.1 | ||
Coolsculpting Systems & Add On Applicators [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 10.2 | 20.4 | ||
Viberzi [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 41.1 | 30.9 | 114 | 55.3 |
Viberzi [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 40.9 | 30.9 | 113.7 | 55.3 |
Viberzi [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 0.2 | 0.3 | ||
Teflaro [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 29.1 | 33.3 | 92.7 | 101.9 |
Teflaro [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 29.1 | 33.3 | 92.7 | 101.9 |
Namzaric [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 37 | 14.9 | 94 | 38 |
Namzaric [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 37 | 14.9 | 94 | 38 |
Rapaflo [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 30.1 | 26.7 | 85.4 | 91.8 |
Rapaflo [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 28.3 | 25.2 | 79.9 | 87.6 |
Rapaflo [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1.8 | 1.5 | 5.5 | 4.2 |
Tazorac [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 15.2 | 27.7 | 51.8 | 68.6 |
Tazorac [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 15.1 | 27.5 | 51.3 | 68 |
Tazorac [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 0.1 | 0.2 | 0.5 | 0.6 |
SkinMedica [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 20.1 | 25.8 | 73.5 | 81.5 |
SkinMedica [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 18.7 | 25.8 | 72.1 | 81.5 |
SkinMedica [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1.4 | 1.4 | ||
Latisse [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 15.5 | 19.1 | 46.7 | 60.9 |
Latisse [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 13.6 | 17.2 | 40.5 | 54.7 |
Latisse [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1.9 | 1.9 | 6.2 | 6.2 |
Kybella/Belkyra [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 11.2 | 14.7 | 42.5 | 39.8 |
Kybella/Belkyra [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 9.6 | 14.2 | 37.4 | 38.2 |
Kybella/Belkyra [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1.6 | 0.5 | 5.1 | 1.6 |
Alloderm [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 86.1 | 228.3 | ||
Alloderm [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 84.6 | 223.3 | ||
Alloderm [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1.5 | 5 | ||
Dalvance [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 16.1 | 10.3 | 42.1 | 26.7 |
Dalvance [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 16.1 | 10.3 | 40.9 | 26.7 |
Dalvance [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1.2 | |||
Avycaz [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 16.9 | 4.8 | 42.7 | 26.9 |
Avycaz [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 16.9 | 4.8 | 42.7 | 26.9 |
Liletta [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 9.3 | 4.4 | 23.1 | 15 |
Liletta [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 9.3 | 4.4 | 23.1 | 15 |
Armour Thyroid [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 38.5 | 39.1 | 117.8 | 121.8 |
Armour Thyroid [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 38.5 | 39.1 | 117.8 | 121.8 |
Savella [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 24 | 28.1 | 74.3 | 74.1 |
Savella [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 24 | 28.1 | 74.3 | 74.1 |
Lexapro [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 12.9 | 15.6 | 39.4 | 50.8 |
Lexapro [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 12.9 | 15.6 | 39.4 | 50.8 |
Enablex [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 0.9 | 1.9 | 2.8 | 14.7 |
Enablex [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | $ 0.9 | 1.9 | 2.8 | 14.7 |
Less Product Sold Through Our Former Anda Distribution Business [Member] | Discontinued Operations [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | (23.7) | (80) | ||
Less Product Sold Through Our Former Anda Distribution Business [Member] | Corporate Non Segment [Member] | Discontinued Operations [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | $ (23.7) | (80) | ||
Other [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 1,005.7 | 804.1 | ||
Other [Member] | Operating Segments [Member] | US Specialized Therapeutics [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 201.2 | 83.2 | ||
Other [Member] | Operating Segments [Member] | US General Medicine [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 498.8 | 442.5 | ||
Other [Member] | Operating Segments [Member] | International [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | 287.4 | 251.9 | ||
Other [Member] | Corporate Non Segment [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Net revenues | $ 18.3 | $ 26.5 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 316 | $ 297.1 |
Work-in-process | 134.5 | 145.4 |
Finished goods | 544.8 | 357.7 |
Inventories, gross | 995.3 | 800.2 |
Less: inventory reserves | 95.5 | 82.2 |
Total Inventories | $ 899.8 | $ 718 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
LifeCell Corporation [Member] | |
Inventory [Line Items] | |
Inventory, finished goods | $ 5.1 |
Investments and Other Assets -
Investments and Other Assets - Marketable Securities, Including Cash and Cash Equivalents, Other Investments and Other Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule Of Available For Sale Securities [Line Items] | ||
Total marketable securities | $ 3,829.1 | $ 11,501.5 |
Investments and other assets: | ||
Legacy Allergan deferred executive compensation investments | 112.4 | 111.7 |
Equity method investments | 11.8 | 12.8 |
Cost method investments | 15 | |
Other long-term investments | 64.9 | 67.2 |
Taxes receivable | 32 | 36 |
Other assets | 48.8 | 39.4 |
Total investments and other assets | 269.9 | 282.1 |
U.S. Treasury and Agency Securities - Maturing Within One Year [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total marketable securities | 2,064 | 8,062.3 |
Teva [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total marketable securities | $ 1,765.1 | $ 3,439.2 |
Investments and Other Assets 81
Investments and Other Assets - Investments in Securities (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities | $ 3,829.1 | $ 11,501.5 |
Level 1 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Carrying amount | 1,238.9 | |
Estimated fair value | 1,238.9 | |
Cash & cash equivalents | 939.4 | 1,238.9 |
Marketable securities | 1,765.1 | |
Carrying amount | 2,704.5 | |
Estimated fair value | 2,704.5 | |
Level 1 [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Carrying amount | 939.4 | 1,238.9 |
Estimated fair value | 939.4 | 1,238.9 |
Cash & cash equivalents | 939.4 | 1,238.9 |
Level 1 [Member] | Investment In Teva Ordinary Shares [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities | 1,765.1 | |
Carrying amount | 1,765.1 | |
Estimated fair value | 1,765.1 | |
Level 2 [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Carrying amount | 2,064.7 | |
Unrecognized loss | (0.7) | |
Estimated fair value | 2,064 | |
Marketable securities | 2,064 | 11,501.5 |
Carrying amount | 13,100.7 | |
Unrecognized gain | 0.2 | |
Unrecognized loss | (1,599.4) | |
Estimated fair value | 11,501.5 | |
Level 2 [Member] | Investment In Teva Ordinary Shares [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities | 3,439.2 | |
Carrying amount | 5,038.6 | |
Unrecognized loss | (1,599.4) | |
Estimated fair value | 3,439.2 | |
Level 2 [Member] | Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Carrying amount | 1,295.6 | 4,152.4 |
Unrecognized loss | (0.7) | |
Estimated fair value | 1,294.9 | 4,152.4 |
Marketable securities | 1,294.9 | 4,152.4 |
Level 2 [Member] | Commercial Paper and Other [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Carrying amount | 769.1 | 3,909.7 |
Unrecognized gain | 0.2 | |
Estimated fair value | 769.1 | 3,909.9 |
Marketable securities | $ 769.1 | $ 3,909.9 |
Accounts Payable and Accrued 82
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Accrued expenses: | |||
Accrued third-party rebates | $ 1,645.9 | $ 1,595.5 | |
Accrued payroll and related benefits | 550 | 581.1 | |
Accrued returns | 339.5 | 295.9 | |
Contractual commitments | 254.2 | 264.9 | |
Royalties payable | 181.6 | 146.6 | |
Accrued pharmaceutical fees | 144.5 | 221.3 | |
Interest payable | 144 | 294.2 | |
Accrued R&D expenditures | 139 | 154 | |
Litigation-related reserves and legal fees | 129.4 | 101.1 | |
Accrued severance, retention and other shutdown costs | 75.3 | 86.2 | |
Accrued non-provision taxes | 70.6 | 55 | |
Accrued selling and marketing expenditures | 56.6 | 95.9 | |
Current portion of contingent consideration obligations | 31.2 | 511 | |
Dividends payable | 24.6 | 23.2 | $ 24.2 |
Other accrued expenses | 470.5 | 368.2 | |
Total accrued expenses | 4,256.9 | 4,794.1 | |
Accounts payable | 284.8 | 224.9 | |
Total accounts payable and accrued expenses | $ 4,541.7 | $ 5,019 |
Goodwill, Product Rights and 83
Goodwill, Product Rights and Other Intangible Assets - Schedule of Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2016 | $ 46,356.1 |
Additions through acquisitions | 2,700.7 |
Measurement period adjustments | (40) |
Foreign exchange and other adjustments | 754.1 |
Balance as of September 30, 2017 | 49,770.9 |
US Specialized Therapeutics [Member] | |
Goodwill [Line Items] | |
Balance as of December 31, 2016 | 18,433.2 |
Additions through acquisitions | 2,454.8 |
Measurement period adjustments | (25.9) |
Balance as of September 30, 2017 | 20,862.1 |
US General Medicine [Member] | |
Goodwill [Line Items] | |
Balance as of December 31, 2016 | 21,426.6 |
Measurement period adjustments | (14.1) |
Balance as of September 30, 2017 | 21,412.5 |
International [Member] | |
Goodwill [Line Items] | |
Balance as of December 31, 2016 | 6,496.3 |
Additions through acquisitions | 245.9 |
Foreign exchange and other adjustments | 754.1 |
Balance as of September 30, 2017 | $ 7,496.3 |
Goodwill, Product Rights and 84
Goodwill, Product Rights and Other Intangible Assets - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017USD ($)Patent | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Patent | Sep. 30, 2016USD ($) | Feb. 01, 2017USD ($) | Dec. 31, 2016USD ($) | |
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
Gross balance of goodwill | $ 49,788.2 | $ 49,788.2 | $ 46,373.4 | ||||
Addition to goodwill | 2,700.7 | ||||||
Reacquired aggregate value of intangible assets | 604.3 | ||||||
In-process research and development impairments | $ 202 | $ 42 | $ 1,245.3 | $ 316.9 | |||
Restasis [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
Number of patents | Patent | 4 | 4 | |||||
Impairment of intangible Assets | $ 3,230 | $ 3,230 | |||||
Aczone [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
Impairment of intangible Assets | 646 | 646 | |||||
Women's Healthcare Research and Development Project [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | 91.3 | $ 24 | |||||
US General Medicine [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
Reacquired aggregate value of intangible assets | 574 | ||||||
Zeltiq [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
Addition to goodwill | 1,204.3 | ||||||
LifeCell Corporation [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
Addition to goodwill | 1,449.1 | ||||||
Intangible assets | 2,020 | 2,020 | $ 2,020 | ||||
Zeltiq Acquisition Inc. [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
Intangible assets | 1,185 | 1,185 | |||||
Allergan, Inc. [Member] | IPR&D [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | $ 140 | 140 | |||||
Allergan, Inc. [Member] | IPR&D [Member] | Other Dry Eye [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | 164 | 164 | |||||
Allergan, Inc. [Member] | IPR&D [Member] | CNS [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | 486 | ||||||
Allergan, Inc. [Member] | IPR&D [Member] | Eye Care Project that Resulted in Decrease in Projected Cash Flows [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | 44 | ||||||
Allergan, Inc. [Member] | IPR&D [Member] | Eye Care Project [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | 20 | ||||||
Allergan, Inc. [Member] | IPR&D [Member] | Medical Aesthetics [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | 17 | 17 | |||||
Warner Chilcott [Member] | IPR&D [Member] | |||||||
Goodwill Product Rights And Other Intangible Assets [Line Items] | |||||||
In-process research and development impairments | $ 21 | $ 278 |
Goodwill, Product Rights and 85
Goodwill, Product Rights and Other Intangible Assets - Schedule of Cost Basis on Product Rights and Other Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangible assets, gross, Amortization | $ (1,781) | $ (1,609.1) | $ (5,274.9) | $ (4,831.9) | |
Intangibles with indefinite lives, Impairments | (202) | $ (42) | (1,245.3) | $ (316.9) | |
Product rights and other intangibles | 56,698.9 | 56,698.9 | $ 62,618.6 | ||
Cost Basis [Member] | |||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangibles with definite lives, Beginning balance | 68,491.4 | ||||
Intangibles with definite lives, Acquisitions | 3,866.9 | ||||
Intangibles with definite lives, IPR&D to CMP Transfers | 1,119.1 | ||||
Intangibles assets, gross, Foreign Currency Translation | 713.8 | ||||
Intangibles with definite lives, Foreign Currency Translation | 705.2 | ||||
Intangibles with definite lives, Ending balance | 74,182.6 | 74,182.6 | |||
Intangibles with indefinite lives, Beginning balance | 8,758.3 | ||||
Intangibles with indefinite lives, Acquisitions | 10 | ||||
Intangibles with indefinite lives, Impairments | (1,245.3) | ||||
Intangibles with indefinite lives, IPR&D to CMP Transfers | (1,119.1) | ||||
Intangibles with indefinite lives, Held for Sale | (6.8) | ||||
Intangibles with indefinite lives, Foreign Currency Translation | 8.6 | ||||
Intangibles with indefinite lives, Ending balance | 6,405.7 | 6,405.7 | |||
Intangible assets, gross, Beginning balance | 77,249.7 | ||||
Intangible assets, gross, Acquisitions | 3,876.9 | ||||
Intangible assets, gross, Impairments | (1,245.3) | ||||
Intangibles assets, Held for Sale | (6.8) | ||||
Intangible assets, gross, Ending balance | 80,588.3 | 80,588.3 | |||
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 | 67,801.4 | ||||
Intangibles with definite lives, Acquisitions | 3,866.9 | ||||
Intangibles with definite lives, IPR&D to CMP Transfers | 1,119.1 | ||||
Intangibles with definite lives, Foreign Currency Translation | 705.2 | ||||
Intangibles with definite lives, Ending balance | 73,492.6 | 73,492.6 | |||
Cost Basis [Member] | Trade Name [Member] | |||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangibles with definite lives, Beginning balance | 690 | ||||
Intangibles with definite lives, Ending balance | 690 | 690 | |||
Cost Basis [Member] | IPR&D [Member] | |||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangibles with indefinite lives, Beginning balance | 8,758.3 | ||||
Intangibles with indefinite lives, Acquisitions | 10 | ||||
Intangibles with indefinite lives, Impairments | (1,245.3) | ||||
Intangibles with indefinite lives, IPR&D to CMP Transfers | (1,119.1) | ||||
Intangibles with indefinite lives, Held for Sale | (6.8) | ||||
Intangibles with indefinite lives, Foreign Currency Translation | 8.6 | ||||
Intangibles with indefinite lives, Ending balance | 6,405.7 | 6,405.7 | |||
Accumulated Amortization [Member] | |||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangible assets, Accumulated Amortization, Beginning balance | (14,631.1) | ||||
Intangible assets, gross, Amortization | (5,274.9) | ||||
Intangibles with definite lives, Impairments | (3,876) | ||||
Intangibles assets, gross, Foreign Currency Translation | (107.3) | ||||
Intangibles with definite lives, Foreign Currency Translation | (107.3) | ||||
Intangible assets, Accumulated Amortization, Ending balance | (23,889.4) | (23,889.4) | |||
Intangible assets, gross, Impairments | (3,876) | ||||
Accumulated Amortization [Member] | Product Rights and Other Related Intangibles [Member] | |||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangible assets, Accumulated Amortization, Beginning balance | (14,493.9) | ||||
Intangible assets, gross, Amortization | (5,216.9) | ||||
Intangibles with definite lives, Impairments | (3,876) | ||||
Intangibles with definite lives, Foreign Currency Translation | (107.3) | ||||
Intangible assets, Accumulated Amortization, Ending balance | (23,694.1) | (23,694.1) | |||
Accumulated Amortization [Member] | Trade Name [Member] | |||||
Finite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangible assets, Accumulated Amortization, Beginning balance | (137.2) | ||||
Intangible assets, gross, Amortization | (58.1) | ||||
Intangible assets, Accumulated Amortization, Ending balance | $ (195.3) | $ (195.3) |
Goodwill, Product Rights and 86
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 | Sep. 30, 2017USD ($) |
Finite Lived Intangible Assets [Line Items] | |
2017 remaining | $ 1,913.4 |
2,018 | 6,420.4 |
2,019 | 6,014 |
2,020 | 5,692.8 |
2,021 | 4,753.4 |
2,022 | $ 4,387.1 |
Long-Term Debt and Capital Le87
Long-Term Debt and Capital Leases - Schedule of Long-Term Debt and Capital Leases (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | $ 30,388.9 | $ 32,750 |
Unamortized premium | 104.1 | 171.2 |
Unamortized discount | (84.8) | (95.8) |
Total Senior Notes Net | 30,408.2 | 32,825.4 |
Senior Notes, Fair Market Value | 31,473.5 | 32,973 |
Debt Issuance Costs | (126.6) | (144.6) |
Total Other Borrowings | (74.8) | (59.1) |
Total Indebtedness | 30,336.1 | 32,768.7 |
Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total Term Loan Indebtedness | 2.7 | 2.4 |
Floating Rate Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,000 | 1,000 |
Senior Notes, Fair Market Value | 1,010.8 | 1,011.9 |
Floating Rate Notes [Member] | Notes Due March 12, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | 500 |
Senior Notes, Fair Market Value | 501.8 | 502.5 |
Floating Rate Notes [Member] | Notes Due March 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | 500 |
Senior Notes, Fair Market Value | 509 | 509.4 |
Fixed Rate Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 26,206.7 | 31,750 |
Senior Notes, Fair Market Value | 27,255.5 | 31,961.1 |
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 | 1,001.1 | |
Fixed Rate Notes [Member] | 1.300% Notes Due June 15, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 500 | |
Senior Notes, Fair Market Value | 499.7 | |
Fixed Rate Notes [Member] | 1.875% Notes Due October 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,200 | |
Senior Notes, Fair Market Value | 1,202.5 | |
Fixed Rate Notes [Member] | 2.350% Notes Due March 12, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 3,000 | 3,000 |
Senior Notes, Fair Market Value | 3,008.9 | 3,018 |
Fixed Rate Notes [Member] | 1.350% Notes Due March 15, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 250 | 250 |
Senior Notes, Fair Market Value | 249.4 | 248.4 |
Fixed Rate Notes [Member] | 4.375% Notes Due February 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 350 | 1,050 |
Senior Notes, Fair Market Value | 361 | 1,090 |
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 | 503.5 | 501.2 |
Fixed Rate Notes [Member] | 6.125% Senior Notes Due August 14, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 400 | 400 |
Senior Notes, Fair Market Value | 430 | 437.7 |
Fixed Rate Notes [Member] | 3.000% notes due March 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 3,500 | 3,500 |
Senior Notes, Fair Market Value | 3,562.8 | 3,541.8 |
Fixed Rate Notes [Member] | 3.375% Notes Due September 15, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 650 | 650 |
Senior Notes, Fair Market Value | 668.5 | 663.6 |
Fixed Rate Notes [Member] | 4.875% Notes Due February 15, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 450 | 750 |
Senior Notes, Fair Market Value | 485.1 | 803.3 |
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 | 1,317.3 | 1,297.7 |
Fixed Rate Notes [Member] | 3.450% notes due March 15, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 3,000 | 3,000 |
Senior Notes, Fair Market Value | 3,102 | 3,030.7 |
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 | 1,740.5 | 1,693.1 |
Fixed Rate Notes [Member] | 2.800% Notes Due March 15, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 350 | 350 |
Senior Notes, Fair Market Value | 348.5 | 335.6 |
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 | 1,255.3 | 1,211.7 |
Fixed Rate Notes [Member] | 3.800% notes due March 15, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 4,000 | 4,000 |
Senior Notes, Fair Market Value | 4,146.3 | 3,995.6 |
Fixed Rate Notes [Member] | 4.550% notes due March 15, 2035 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 2,500 | 2,500 |
Senior Notes, Fair Market Value | 2,658.6 | 2,458.5 |
Fixed Rate Notes [Member] | 4.625% Notes Due October 1, 2042 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 456.7 | 1,000 |
Senior Notes, Fair Market Value | 479.3 | 967.6 |
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 | 1,637.7 | 1,496.4 |
Fixed Rate Notes [Member] | 4.750% notes due March 15, 2045 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 1,200 | 2,500 |
Senior Notes, Fair Market Value | 1,300.8 | 2,466.9 |
Euro Denominated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 3,182.2 | |
Senior Notes, Fair Market Value | 3,207.2 | |
Euro Denominated Notes [Member] | 0.500% Notes Due June 1, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 884 | |
Senior Notes, Fair Market Value | 887.4 | |
Euro Denominated Notes [Member] | 1.250% Notes Due June 1, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 825 | |
Senior Notes, Fair Market Value | 832 | |
Euro Denominated Notes [Member] | 2.125% Notes Due June 1, 2029 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 648.2 | |
Senior Notes, Fair Market Value | 662.2 | |
Euro Denominated Notes [Member] | Notes Due June 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes Gross | 825 | |
Euro Denominated Notes [Member] | Notes Due June 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Senior Notes, Fair Market Value | 825.6 | |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Total Other Borrowings | $ 51.8 | $ 85.5 |
Long-Term Debt and Capital Le88
Long-Term Debt and Capital Leases - Schedule of Long-Term Debt and Capital Leases (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2016 | Jun. 29, 2017 | May 26, 2017 | Apr. 21, 2017 | |
Debt Instrument [Line Items] | |||||
Interest payment terms | Interest on the 2019 Floating Rate Notes is payable quarterly on March 1, June 1, September 1 and December 1 of each year, and began on September 1, 2017. Interest on the 0.500% 2021 Notes, the 1.250% 2024 Notes, and the 2.125% 2029 Notes is payable annually on June 1 of each year and will begin on June 1, 2018. | ||||
Floating Rate Notes [Member] | Notes Due March 12, 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, maturity date | Mar. 12, 2018 | Mar. 12, 2018 | |||
Percentage of margin | 1.08% | 1.08% | |||
Debt instrument variable rate basis | Three month USD LIBOR | Three month USD LIBOR | |||
Interest payment terms | Interest on the 2018 floating rate note is three month USD LIBOR plus 1.080% per annum | Interest on the 2018 floating rate note is three month USD LIBOR plus 1.080% per annum | |||
Floating Rate Notes [Member] | Notes Due March 12, 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, maturity date | Mar. 12, 2020 | Mar. 12, 2020 | |||
Percentage of margin | 1.255% | 1.255% | |||
Debt instrument variable rate basis | Three month USD LIBOR | Three month USD LIBOR | |||
Interest payment terms | Interest on the 2020 floating rate note is three month USD LIBOR plus 1.255% per annum | Interest on the 2020 floating rate note is three month USD LIBOR plus 1.255% per annum | |||
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% | 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% | 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 14, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, maturity date | Aug. 14, 2019 | Aug. 14, 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% | |||
Euro Denominated Notes [Member] | 0.500% Notes Due June 1, 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, maturity date | Jun. 1, 2021 | Jun. 1, 2021 | |||
Senior notes, interest rate | 0.50% | 0.50% | 0.50% | ||
Euro Denominated Notes [Member] | 1.250% Notes Due June 1, 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, maturity date | Jun. 1, 2024 | Jun. 1, 2024 | |||
Senior notes, interest rate | 1.25% | 1.25% | 1.25% | ||
Euro Denominated Notes [Member] | 2.125% Notes Due June 1, 2029 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, maturity date | Jun. 1, 2029 | Jun. 1, 2029 | |||
Senior notes, interest rate | 2.125% | 2.125% | 2.125% | ||
Euro Denominated Notes [Member] | Notes Due June 1, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of margin | 0.35% | 0.35% | |||
Debt instrument variable rate basis | Three month EURLIBOR | Three month EURLIBOR | |||
Interest payment terms | Interest on the €700.0 million floating rate notes is the three month EURIBOR plus 0.350% per annum | Interest on the €700.0 million floating rate notes is the three month EURIBOR plus 0.350% per annum |
Long-Term Debt and Capital Le89
Long-Term Debt and Capital Leases - Senior Notes - Additional Information (Detail) € in Millions, $ in Millions | Jun. 29, 2017USD ($) | Apr. 21, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016 | May 26, 2017EUR (€) |
Debt Instrument [Line Items] | |||||
Interest payment terms | Interest on the 2019 Floating Rate Notes is payable quarterly on March 1, June 1, September 1 and December 1 of each year, and began on September 1, 2017. Interest on the 0.500% 2021 Notes, the 1.250% 2024 Notes, and the 2.125% 2029 Notes is payable annually on June 1 of each year and will begin on June 1, 2018. | ||||
Euro Denominated Notes [Member] | Notes Due June 1, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, face amount | € | € 700 | ||||
Interest payment terms | Interest on the €700.0 million floating rate notes is the three month EURIBOR plus 0.350% per annum | Interest on the €700.0 million floating rate notes is the three month EURIBOR plus 0.350% per annum | |||
Debt instrument variable rate basis | Three month EURLIBOR | Three month EURLIBOR | |||
Percentage of margin | 0.35% | 0.35% | |||
Euro Denominated Notes [Member] | 0.500% Notes Due June 1, 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, face amount | € | € 750 | ||||
Senior notes, interest rate | 0.50% | 0.50% | 0.50% | ||
Senior notes, maturity date | Jun. 1, 2021 | Jun. 1, 2021 | |||
Euro Denominated Notes [Member] | 1.250% Notes Due June 1, 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, face amount | € | € 750 | ||||
Senior notes, interest rate | 1.25% | 1.25% | 1.25% | ||
Senior notes, maturity date | Jun. 1, 2024 | Jun. 1, 2024 | |||
Euro Denominated Notes [Member] | 2.125% Notes Due June 1, 2029 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, face amount | € | € 550 | ||||
Senior notes, interest rate | 2.125% | 2.125% | 2.125% | ||
Senior notes, maturity date | Jun. 1, 2029 | Jun. 1, 2029 | |||
Fixed Rate Notes [Member] | 5.750% Notes Due April 1, 2016 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, interest rate | 5.75% | ||||
Repayments of senior notes | $ 800 | ||||
Senior notes, maturity date | Apr. 1, 2016 | ||||
Fixed Rate Notes [Member] | 1.850% Notes Due March 1, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, interest rate | 1.85% | 1.85% | |||
Repayments of senior notes | $ 1,000 | ||||
Senior notes, maturity date | Mar. 1, 2017 | Mar. 1, 2017 | |||
Fixed Rate Notes [Member] | 1.300% Notes Due June 15, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, interest rate | 1.30% | 1.30% | 1.30% | ||
Repayments of senior notes | $ 500 | ||||
Senior notes, maturity date | Jun. 15, 2017 | Jun. 15, 2017 | |||
Senior notes redeemed and paid in full date | Apr. 21, 2017 | ||||
Fixed Rate Notes [Member] | 1.875% Notes Due October 1, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes, interest rate | 1.875% | 1.875% | 1.875% | ||
Repayments of senior notes | $ 1,200 | ||||
Senior notes, maturity date | Oct. 1, 2017 | Oct. 1, 2017 | |||
Senior notes redeemed and paid in full date | Jun. 29, 2017 | ||||
Floating Rate Notes [Member] | Notes Due September 1, 2016 [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of senior notes | $ 500 | ||||
Debt instrument variable rate basis | Three-month LIBOR | ||||
Percentage of margin | 0.875% |
Long-Term Debt and Capital Le90
Long-Term Debt and Capital Leases - Repayments - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | May 30, 2017 | |
Fixed Rate Notes [Member] | 4.875% Notes Due February 15, 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 4.875% | 4.875% | |
Senior notes, maturity date | Feb. 15, 2021 | Feb. 15, 2021 | |
Fixed Rate Notes [Member] | 4.625% Notes Due October 1, 2042 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 4.625% | 4.625% | |
Senior notes, maturity date | Oct. 1, 2042 | Oct. 1, 2042 | |
Fixed Rate Notes [Member] | 4.375% Notes Due February 1, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 4.375% | 4.375% | |
Senior notes, maturity date | Feb. 1, 2019 | Feb. 1, 2019 | |
Tender Offer [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, repurchase date | May 30, 2017 | ||
Senior notes, repurchase amount | $ 3,013.8 | ||
Senior notes early tender payment | 170.5 | ||
Senior notes, net expense | 161.5 | ||
Tender Offer [Member] | Fixed Rate Notes [Member] | 4.875% Notes Due February 15, 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, repurchase amount | 300 | ||
Senior notes, face amount | $ 750 | ||
Senior notes, interest rate | 4.875% | ||
Senior notes, maturity date | Feb. 15, 2021 | ||
Tender Offer [Member] | Fixed Rate Notes [Member] | 4.625% Notes Due October 1, 2042 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, repurchase amount | $ 543.3 | ||
Senior notes, face amount | $ 1,000 | ||
Senior notes, interest rate | 4.625% | ||
Senior notes, maturity date | Oct. 1, 2042 | ||
Tender Offer [Member] | Fixed Rate Notes [Member] | 4.375% Notes Due February 1, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, repurchase amount | $ 700 | ||
Senior notes, face amount | $ 1,050 | ||
Senior notes, interest rate | 4.375% | ||
Senior notes, maturity date | Feb. 1, 2019 | ||
Tender Offer [Member] | Fixed Rate Notes [Member] | Notes Due March 15, 2045 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, repurchase amount | $ 1,300 | ||
Senior notes, face amount | $ 2,500 | ||
Senior notes, maturity date | Mar. 15, 2045 |
Long-Term Debt and Capital Le91
Long-Term Debt and Capital Leases - Credit Facility Indebtedness - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Debt Disclosure [Abstract] | |
Interest expense on outstanding indebtedness | $ 116.2 |
Long-Term Debt and Capital Le92
Long-Term Debt and Capital Leases - Revolving Credit Facility - Additional Information (Detail) - Revolver Agreement [Member] - USD ($) | Jun. 14, 2017 | Sep. 30, 2017 |
Line Of Credit Facility [Line Items] | ||
Revolving credit facility, term | 5 years | |
Maximum borrowing capacity | $ 1,500,000,000 | |
Ability to increase the revolving credit facility | 500,000,000 | |
Borrowing capacity | $ 2,000,000,000 | |
Customary affirmative covenants | The Revolver Agreement contains customary affirmative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial statements, notices of default, maintenance of corporate existence and rights and compliance with laws, as well as customary negative covenants for facilities of this type, including, among others, limitations secured indebtedness, non-guarantor subsidiary indebtedness, mergers and certain other fundamental changes and passive holding company status. The Revolver Agreement also contains a financial covenant requiring maintenance of a maximum consolidated leverage ratio. | |
Borrowings outstanding | $ 0 | |
Letters of credit outstanding | $ 0 | |
Minimum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Credit facility unused portion commitment fee percentage | 0.07% | |
Minimum [Member] | Base Rate [Member] | ||
Line Of Credit Facility [Line Items] | ||
Percentage of margin | 0.00% | |
Minimum [Member] | Eurodollar [Member] | ||
Line Of Credit Facility [Line Items] | ||
Percentage of margin | 0.875% | |
Maximum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Credit facility unused portion commitment fee percentage | 0.25% | |
Maximum [Member] | Base Rate [Member] | ||
Line Of Credit Facility [Line Items] | ||
Percentage of margin | 1.00% | |
Maximum [Member] | Eurodollar [Member] | ||
Line Of Credit Facility [Line Items] | ||
Percentage of margin | 2.00% |
Long-Term Debt and Capital Le93
Long-Term Debt and Capital Leases - Schedule of Annual Debt Maturities (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 3,750 | |
2,019 | 2,075 | |
2,020 | 4,650 | |
2,021 | 2,534 | |
2,022 | 4,700 | |
2023 and after | 12,679.9 | |
Long Term Debt, Gross | 30,388.9 | |
Capital leases | 2.7 | |
Debt issuance costs | (126.6) | |
Other short-term borrowings | 51.8 | |
Unamortized premium | 104.1 | $ 171.2 |
Unamortized discount | (84.8) | (95.8) |
Total Indebtedness | $ 30,336.1 | $ 32,768.7 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Summary of Other Long-Term Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Acquisition related contingent consideration liabilities | $ 528.6 | $ 661.1 |
Long-term pension and post retirement liability | 204.2 | 201.6 |
Legacy Allergan deferred executive compensation | 114 | 111.7 |
Long-term severance and restructuring liabilities | 49.9 | 22 |
Deferred revenue | 38.7 | 15.7 |
Product warranties | 27.4 | 28.1 |
Long-term contractual obligations | 23.1 | 25.3 |
Other long-term liabilities | 21.1 | 19.5 |
Total other long-term liabilities | $ 1,007 | $ 1,085 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax [Line Items] | |||
Company's effective tax rate | 27.60% | 48.00% | |
Tax benefit of recognition of unrecognized tax benefits | $ 40.3 | ||
Temporary Differences [Member] | |||
Income Tax [Line Items] | |||
Tax benefit of change in tax rates applicable to certain temporary differences | 48.2 | ||
Valuation Allowance on U.S. Capital Loss Carryforwards [Member] | |||
Income Tax [Line Items] | |||
Tax expense recorded primarily related to change in valuation allowance | 179.5 | ||
U.S. Subsidiaries [Member] | |||
Income Tax [Line Items] | |||
Tax benefit for investments | 175 | ||
New Jersey Grow [Member] | |||
Income Tax [Line Items] | |||
Income tax benefit related to income tax credit | 37.9 | ||
Intangible Assets [Member] | |||
Income Tax [Line Items] | |||
Tax benefit for impairment | 1,805.9 | ||
Teva [Member] | |||
Income Tax [Line Items] | |||
Pre-tax charges for impairment of investment | $ 1,295.5 | $ 3,273.5 |
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] | 9 Months Ended |
Sep. 30, 2017 | |
Allergan W C Holding Inc. [Member] | Tax Year 2013 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,013 |
Allergan W C Holding Inc. [Member] | Tax Year 2014 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,014 |
Forest Laboratories, Inc. [Member] | Tax Year 2013 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,013 |
Forest Laboratories, Inc. [Member] | Tax Year 2014 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,014 |
Forest Laboratories, Inc. [Member] | Tax Year 2010 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,010 |
Forest Laboratories, Inc. [Member] | Tax Year 2011 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,011 |
Forest Laboratories, Inc. [Member] | Tax Year 2012 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,012 |
Warner Chilcott Corporation [Member] | Tax Year 2013 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,013 |
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 |
Allergan, Inc. [Member] | Tax Year 2013 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,013 |
Allergan, Inc. [Member] | Tax Year 2010 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,010 |
Allergan, Inc. [Member] | Tax Year 2011 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,011 |
Allergan, Inc. [Member] | 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 |
LifeCell Corporation [Member] | Tax Year 2014 [Member] | |
Income Tax Examination [Line Items] | |
Tax Years | 2,014 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Changes in Shareholders' Equity (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Shareholders Equity [Line Items] | |||||
Shareholders' equity, Beginning Balance | $ 76,192.7 | $ 76,192.7 | |||
Increase in additional paid in capital for share-based compensation plans | 220.8 | ||||
Tax impact of change in accounting for share-based compensation plans | 20.8 | ||||
Net (loss) attributable to members | $ (3,955.7) | $ 15,220 | (7,246.8) | $ 14,974 | |
Proceeds from stock plans | 167.2 | 138 | |||
Dividends on ordinary shares | (708.2) | ||||
Dividends on preferred shares | (208.8) | (208.8) | |||
Non-cash issuance of shares | 8.5 | ||||
Other comprehensive income | 1,150.2 | ||||
Shareholders' equity, Ending Balance | 71,159.4 | 71,159.4 | |||
Warner Chilcott Limited [Member] | |||||
Shareholders Equity [Line Items] | |||||
Members' equity, Beginning Balance | 88,085.7 | 88,085.7 | |||
Tax impact of change in accounting for share-based compensation plans | 20.8 | ||||
Net (loss) attributable to members | (3,869.2) | $ 15,269 | (7,099.7) | $ 14,891.7 | |
Dividend to Parent | (5,120.9) | ||||
Other comprehensive income | 1,150.2 | ||||
Members' equity, Ending Balance | $ 78,635.5 | 78,635.5 | |||
Teva [Member] | |||||
Shareholders Equity [Line Items] | |||||
Net impact of other-than-temporary loss on investment in Teva securities | $ 1,599.4 | 1,599.4 | |||
Teva [Member] | Warner Chilcott Limited [Member] | |||||
Shareholders Equity [Line Items] | |||||
Net impact of other-than-temporary loss on investment in Teva securities | 1,599.4 | ||||
2016 Share Repurchase Program [Member] | |||||
Shareholders Equity [Line Items] | |||||
Repurchase of ordinary shares | $ (36.4) |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Oct. 27, 2017 | Sep. 25, 2017 | |
Shareholders Equity [Line Items] | ||||||
Share repurchase program, Approved amount | $ 5,000,000,000 | $ 2,000,000,000 | ||||
Accelerated share repurchase agreement additional purchase amount | 10,000,000,000 | |||||
Accelerated share repurchases, settlement receipt | $ 8,000,000,000 | |||||
Share repurchased during period | 4,200,000 | 61,600,000 | ||||
Number of shares repurchased under program | 0 | 0 | ||||
Quarterly dividends payable, amount per ordinary share | $ 0.70 | $ 0.70 | ||||
Dividends authorized | $ 235,500,000 | |||||
Dividends payable date | Sep. 15, 2017 | |||||
Dividends payable, date of record | Aug. 18, 2017 | |||||
Dividends on ordinary shares | $ 708,200,000 | |||||
Dividends on preferred shares | $ 208,800,000 | $ 208,800,000 | ||||
Preferred shares, conversion date | Mar. 1, 2018 | |||||
Subsequent Event [Member] | ||||||
Shareholders Equity [Line Items] | ||||||
Quarterly dividends payable, amount per ordinary share | $ 0.70 | |||||
Increase in quarterly cash dividend per share for 2018 | $ 0.72 |
Shareholders' Equity - Summar99
Shareholders' Equity - Summary of Movements in Accumulated Other Comprehensive Income /(Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Shareholders' equity, Beginning Balance | $ 76,192.7 | $ 76,192.7 | ||||
Other comprehensive gain / (loss) before reclassifications into general and administrative | $ 293.9 | $ 35.8 | 1,064 | $ 177 | ||
Total other comprehensive income / (loss), net of tax | 86.2 | 916.4 | 2,663.4 | 177 | 2,749.6 | $ 1,093.4 |
Shareholders' equity, Ending Balance | 71,159.4 | 71,159.4 | ||||
Teva [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Net impact of other-than-temporary loss on investment in Teva securities | 1,599.4 | 1,599.4 | ||||
Impact of Teva Transaction | 1,544.8 | |||||
Foreign Currency Translation Items [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Shareholders' equity, Beginning Balance | 1,395.1 | (371.4) | 534.7 | (564.3) | 534.7 | (564.3) |
Other comprehensive gain / (loss) before reclassifications into general and administrative | 280.8 | (19.1) | 860.4 | 192.9 | ||
Total other comprehensive income / (loss), net of tax | 280.8 | 1,521.5 | 860.4 | 192.9 | ||
Shareholders' equity, Ending Balance | 1,675.9 | 1,150.1 | 1,395.1 | (371.4) | 1,675.9 | 1,150.1 |
Foreign Currency Translation Items [Member] | Teva [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Impact of Teva Transaction | 1,540.6 | |||||
Unrealized Gains/(Loss) Net of Tax [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Shareholders' equity, Beginning Balance | 229.9 | 54.3 | (1,573.1) | 70.2 | (1,573.1) | 70.2 |
Other comprehensive gain / (loss) before reclassifications into general and administrative | 13.1 | 54.9 | 203.6 | (15.9) | ||
Total other comprehensive income / (loss), net of tax | (194.6) | (605.1) | 1,803 | (15.9) | ||
Shareholders' equity, Ending Balance | 35.3 | (550.8) | 229.9 | 54.3 | 35.3 | (550.8) |
Unrealized Gains/(Loss) Net of Tax [Member] | Teva [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Net impact of other-than-temporary loss on investment in Teva securities | (207.7) | (664.2) | 1,599.4 | |||
Impact of Teva Transaction | 4.2 | |||||
Accumulated Other Comprehensive Income / (Loss) [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Shareholders' equity, Beginning Balance | 1,625 | (317.1) | (1,038.4) | (494.1) | (1,038.4) | (494.1) |
Shareholders' equity, Ending Balance | 1,711.2 | 599.3 | $ 1,625 | $ (317.1) | $ 1,711.2 | $ 599.3 |
Accumulated Other Comprehensive Income / (Loss) [Member] | Teva [Member] | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Net impact of other-than-temporary loss on investment in Teva securities | $ (207.7) | $ (664.2) |
Hedging Activities - Additional
Hedging Activities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Outstanding foreign currency instruments | $ 0 | $ 0 | $ 0 |
Designated as Hedging Instrument [Member] | |||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||
Derivative notional amount | 3,500,000,000 | 3,500,000,000 | |
Gain (Loss) on Derivative Used in Net Investment Hedge, Net of Tax | $ (94,100,000) | $ (151,300,000) |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value using Fair Value Leveling or on Recurring Basis (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Short-term investments | $ 2,064 | $ 8,062.3 |
Deferred executive compensation investments | 112.4 | 111.7 |
Foreign currency derivatives | 0.1 | |
Investment in Teva ordinary shares | 1,765.1 | 3,439.2 |
Investments and other | 76.7 | 95 |
Total assets | 4,957.6 | 12,947.2 |
Liabilities: | ||
Deferred executive compensation liabilities | 114 | 111.7 |
Contingent consideration obligations | 559.8 | 1,172.1 |
Total liabilities | 673.8 | 1,283.8 |
Cash Equivalents [Member] | ||
ASSETS | ||
Cash & cash equivalents | 939.4 | 1,238.9 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | ||
ASSETS | ||
Cash & cash equivalents | 939.4 | 1,238.9 |
Deferred executive compensation investments | 92 | 90.5 |
Investment in Teva ordinary shares | 1,765.1 | |
Investments and other | 76.7 | 95 |
Total assets | 2,873.2 | 1,424.4 |
Liabilities: | ||
Deferred executive compensation liabilities | 93.6 | 90.5 |
Total liabilities | 93.6 | 90.5 |
Quoted Prices In Active Markets for Identical Assets (Level 1) [Member] | Cash Equivalents [Member] | ||
ASSETS | ||
Cash & cash equivalents | 939.4 | 1,238.9 |
Significant Other Observable Inputs (Level 2) [Member] | ||
ASSETS | ||
Short-term investments | 2,064 | 8,062.3 |
Deferred executive compensation investments | 20.4 | 21.2 |
Foreign currency derivatives | 0.1 | |
Investment in Teva ordinary shares | 3,439.2 | |
Total assets | 2,084.4 | 11,522.8 |
Liabilities: | ||
Deferred executive compensation liabilities | 20.4 | 21.2 |
Total liabilities | 20.4 | 21.2 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Contingent consideration obligations | 559.8 | 1,172.1 |
Total liabilities | $ 559.8 | $ 1,172.1 |
Fair Value Measurement - Sch102
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value using Fair Value Leveling or on Recurring Basis (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
Maximum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Marketable securities remaining maturity period | 90 days |
Fair Value Measurement - Change
Fair Value Measurement - Change in Fair Value of Contingent Consideration Obligations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | $ (66.8) | $ 15.9 | $ (51.6) | $ 79.3 |
Cost of Sales [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | (67) | 10.4 | (127.3) | 13.4 |
R&D Expense [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | $ 0.2 | $ 5.5 | $ 75.7 | 65.8 |
General and Administrative Expense [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in fair value of contingent consideration obligation | $ 0.1 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Changes in Fair Value of all Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Detail) - Contingent Consideration Obligations [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1,172.1 | $ 868 |
Purchases, settlements, and other net | (560.7) | 3.8 |
Net accretion and fair value adjustments | (51.6) | 79.3 |
Ending balance | $ 559.8 | $ 951.1 |
Fair Value Measurement - Sch105
Fair Value Measurement - Schedule of Contingent Consideration Obligations from Business Acquisitions (Detail) - Contingent Consideration Obligations [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Beginning balance | $ 1,172.1 | $ 868 |
Fair Value Adjustments and Accretion | (51.6) | 79.3 |
Payments and Other | (560.7) | |
Ending balance | 559.8 | $ 951.1 |
Tobira [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 514.4 | |
Fair Value Adjustments and Accretion | 19.5 | |
Payments and Other | (301.6) | |
Ending balance | 232.3 | |
Allergan, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 199.6 | |
Fair Value Adjustments and Accretion | (6.8) | |
Payments and Other | (110) | |
Ending balance | 82.8 | |
Medicines 360 Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 127.5 | |
Fair Value Adjustments and Accretion | (69.6) | |
Payments and Other | (15.5) | |
Ending balance | 42.4 | |
AqueSys Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 103.9 | |
Fair Value Adjustments and Accretion | (35.5) | |
Payments and Other | (25) | |
Ending balance | 43.4 | |
Oculeve Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 99.5 | |
Fair Value Adjustments and Accretion | 54.3 | |
Payments and Other | (100) | |
Ending balance | 53.8 | |
ForSight [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 65.4 | |
Fair Value Adjustments and Accretion | 2 | |
Ending balance | 67.4 | |
Metrogel Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 15 | |
Fair Value Adjustments and Accretion | 0.1 | |
Payments and Other | (7.6) | |
Ending balance | 7.5 | |
Forest Laboratories, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 11 | |
Fair Value Adjustments and Accretion | 3.2 | |
Payments and Other | (1.5) | |
Ending balance | 12.7 | |
Uteron Pharma, SA [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 8.2 | |
Fair Value Adjustments and Accretion | (8.2) | |
Other Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 27.6 | |
Fair Value Adjustments and Accretion | (10.6) | |
Payments and Other | 0.5 | |
Ending balance | $ 17.5 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration milestone payments | $ 549.1 |
Contingent consideration milestone payments included in operating cash flows | $ 41.2 |
Business Restructuring Charg107
Business Restructuring Charges - Schedule of Activity Related to Business Restructuring and Facility Rationalization Activities (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||||
Reserve beginning balance | $ 108.2 | |||
Charged to expense | $ 31.8 | $ 37.7 | 172.7 | $ 72 |
Cash payments | (145.2) | |||
Other reserve impact | (10.5) | |||
Reserve ending balance | 125.2 | 125.2 | ||
Cost of Sales [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 40.4 | |||
Research and Development Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 17.8 | |||
Selling and Marketing Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 46.6 | |||
General and Administrative Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 67.9 | |||
Severance and Retention [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reserve beginning balance | 68.5 | |||
Charged to expense | 125.3 | |||
Cash payments | (77.9) | |||
Other reserve impact | (7.6) | |||
Reserve ending balance | 108.3 | 108.3 | ||
Severance and Retention [Member] | Cost of Sales [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 40.4 | |||
Severance and Retention [Member] | Research and Development Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 17.8 | |||
Severance and Retention [Member] | Selling and Marketing Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 46.6 | |||
Severance and Retention [Member] | General and Administrative Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 20.5 | |||
Share-Based Compensation [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 34.4 | |||
Cash payments | (31.5) | |||
Other reserve impact | (2.9) | |||
Share-Based Compensation [Member] | General and Administrative Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | 34.4 | |||
Other [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Reserve beginning balance | 39.7 | |||
Charged to expense | 13 | |||
Cash payments | (35.8) | |||
Reserve ending balance | $ 16.9 | 16.9 | ||
Other [Member] | General and Administrative Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Charged to expense | $ 13 |
Business Restructuring Charg108
Business Restructuring Charges - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)Employee | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Employee | Sep. 30, 2016USD ($) | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges recognized | $ 31.8 | $ 37.7 | $ 172.7 | $ 72 |
Commercial Organization [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Severance and other restructuring costs | $ 20 | |||
Number of positions expected to be eliminated | Employee | 400 | |||
R&D Organization [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Severance and other restructuring costs | $ 13.7 | |||
Number of positions expected to be eliminated | Employee | 100 | |||
Global Manufacturing Operations [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Severance and other restructuring costs | $ 39.7 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) $ in Millions | Mar. 16, 2017Claim | Mar. 14, 2017Litigation | Feb. 23, 2017Claim | Feb. 16, 2017Claim | Feb. 05, 2016Cases | Jan. 05, 2016 | Sep. 21, 2015Litigation | Aug. 24, 2015 | Jun. 22, 2015Litigation | Jun. 08, 2015Litigation | May 29, 2015Litigation | Feb. 24, 2015Litigation | Apr. 05, 2013LitigationCases | Jan. 31, 2016 | Sep. 30, 2017USD ($)Defendant |
Loss Contingencies [Line Items] | |||||||||||||||
Accrued loss contingencies | $ | $ 75 | ||||||||||||||
Number of plaintiffs | Claim | 1 | 2 | 2 | ||||||||||||
Saphris [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Trial date | 2016-10 | ||||||||||||||
Apotex [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | February 11, 2016 | ||||||||||||||
Apotex [Member] | Restasis [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | December 15, 2015 | ||||||||||||||
Trial date | 2017-08 | ||||||||||||||
Apotex [Member] | Pending Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | April 10, 2017 | ||||||||||||||
Mylan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | November 16, 2015 | ||||||||||||||
Zydus [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | November 28, 2016 | ||||||||||||||
Amerigen [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | October 20, 2015 | ||||||||||||||
Lupin [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | December 22, 2015 | ||||||||||||||
Teva [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Trial commencement date | Feb. 16, 2016 | ||||||||||||||
Sandoz [Member] | Pending Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Dismissal date | Apr. 13, 2017 | ||||||||||||||
Famy Care [Member] | Restasis [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | August 28, 2017 | ||||||||||||||
Innopharma [Member] | Restasis [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | October 12, 2017 | ||||||||||||||
Argentum [Member] | Restasis [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | December 7, 2016 | ||||||||||||||
Asacol Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of putative class actions filed | 2 | ||||||||||||||
Number of additional putative class actions filed | 3 | ||||||||||||||
Botox [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of putative class actions filed | 1 | ||||||||||||||
Loestrin 24 [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of putative class actions filed | 2 | ||||||||||||||
Loestrin Twenty Four Direct Payors [Member] | Antitrust Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of cases pending | Cases | 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 [Member] | Apotex [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | March 27, 2017 | ||||||||||||||
Dismissal date | Apr. 26, 2017 | ||||||||||||||
Tentative settlement date | Oct. 18, 2017 | ||||||||||||||
Prescription Drug Abuse Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Dismissal date | May 8, 2015 | ||||||||||||||
Prescription Drug Abuse Litigation [Member] | Pending Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of cases pending | Defendant | 82 | ||||||||||||||
Xaleron Pharmaceuticals, Inc [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of lawsuit filed | Cases | 1 | ||||||||||||||
Zeltiq [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of putative class actions filed | 1 | ||||||||||||||
Forest Laboratories, Inc. [Member] | Employment Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | April 3, 2017 | ||||||||||||||
Forest Laboratories, Inc. [Member] | Ranbaxy [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | May 1, 2015 | ||||||||||||||
Forest Laboratories, Inc. [Member] | Accord [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | January 14, 2016 | ||||||||||||||
Aptalis [Member] | Mylan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | November 11, 2015 | ||||||||||||||
Aptalis [Member] | Delcor [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | April 8, 2016 | ||||||||||||||
Aptalis [Member] | Amneal [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | August 23, 2017 | ||||||||||||||
Canasa [Member] | Patent Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Trial date | 2017-11 | ||||||||||||||
PSP [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | October 13, 2016 | ||||||||||||||
Dismissal date | Oct. 20, 2016 | ||||||||||||||
Delzicol [Member] | Patent Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Trial date | 2017-10 | ||||||||||||||
Namenda XR [Member] | Patent Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | January 13, 2015 | ||||||||||||||
Namenda XR [Member] | Patent Litigation [Member] | Anchen and Par [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
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 | ||||||||||||||
Namzaric [Member] | Patent Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Trial date | 2017-10 | ||||||||||||||
Namzaric [Member] | Amneal [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | August 30, 2016 | ||||||||||||||
Namzaric [Member] | Amerigen [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | October 21, 2016 | ||||||||||||||
Namzaric [Member] | Accord [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | July 20, 2016 | ||||||||||||||
Viibryd [Member] | Patent Litigation [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Trial date | 2018-01 | ||||||||||||||
Viibryd [Member] | Patent Litigation [Member] | Alembic [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | April 20, 2017 | ||||||||||||||
Viibryd [Member] | Patent Litigation [Member] | Accord [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | May 15, 2017 | ||||||||||||||
Viibryd [Member] | Patent Litigation [Member] | Teva [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | June 29, 2017 | ||||||||||||||
Viibryd [Member] | Patent Litigation [Member] | Apotex [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | July 28, 2017 | ||||||||||||||
Viibryd [Member] | Patent Litigation [Member] | InvaGen [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement agreement date | October 23, 2017 |
Commitments & Contingencies 110
Commitments & Contingencies - Additional Information 1 (Detail) $ in Billions | Mar. 16, 2017Claim | Feb. 23, 2017Claim | Feb. 16, 2017Claim | Nov. 04, 2016Claim | Dec. 28, 2015Claim | Sep. 30, 2017PatentLitigationCasesClaimDefendantTrademarkPlaintiff | Apr. 19, 2017Cases | Oct. 31, 2016USD ($) |
Loss Contingencies [Line Items] | ||||||||
Number of plaintiffs | Claim | 1 | 2 | 2 | |||||
Restasis [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patents acquired | Patent | 4 | |||||||
Saint Regis Mohawk Tribe [Member] | Restasis [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patents acquired | Patent | 6 | |||||||
Working Capital Dispute [Member] | Teva [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Proposed estimated adjustment to the closing date working capital balance | $ | $ 1.4 | |||||||
Revised estimated adjustment to the closing date working capital balance | $ | $ 1.5 | |||||||
Juvederm [Member] | KBC [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement agreement date | June 2,017 | |||||||
Actonel Litigation [Member] | Warner Chilcott Limited [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of cases pending | Claim | 369 | |||||||
Number of defendant cases | Defendant | 168 | |||||||
Number of plaintiffs | Plaintiff | 539 | |||||||
Actonel Litigation [Member] | Product Liability Litigation [Member] | Warner Chilcott Limited [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of plaintiffs | Plaintiff | 2 | |||||||
AlloDerm Litigation [Member] | Product Liability Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of lawsuit filed | Litigation | 335 | |||||||
Number of cases dismissed | 332 | |||||||
AlloDerm Litigation [Member] | Product Liability Litigation [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of cases pending | 1 | |||||||
Celexa/Lexapro Litigation [Member] | Product Liability Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of defendant cases | Defendant | 166 | |||||||
Celexa/Lexapro Litigation [Member] | Product Liability Litigation [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of cases pending | 5 | |||||||
RepliForm Litigation [Member] | Product Liability Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of defendant cases | 250 | |||||||
Testosterone Litigation [Member] | Product Liability Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of cases pending | 565 | |||||||
Putative Class of Private Payers [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of putative class actions filed | Claim | 1 | |||||||
Dismissal date | Jan. 18, 2017 | |||||||
Generic Drug Pricing Securities Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of putative class actions filed | Claim | 1 | |||||||
Minimum [Member] | Dermavita Limited Partnership [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of trademark opposition and cancellation pending | Trademark | 50 |
Warner Chilcott Limited ("WC111
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Consolidating Balance Sheets (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 1,612.7 | $ 1,724 | $ 7,554.7 | $ 1,096 |
Marketable securities | 3,829.1 | 11,501.5 | ||
Accounts receivable, net | 2,808.6 | 2,531 | ||
Inventories, net | 899.8 | 718 | ||
Prepaid expenses and other current assets | 962.6 | 1,383.4 | ||
Total current assets | 10,112.8 | 17,857.9 | ||
Property, plant and equipment, net | 1,802.2 | 1,611.3 | ||
Investments and other assets | 269.9 | 282.1 | ||
Non current assets held for sale | 11.1 | 27 | ||
Deferred tax assets | 327 | 233.3 | ||
Product rights and other intangibles | 56,698.9 | 62,618.6 | ||
Goodwill | 49,770.9 | 46,356.1 | ||
Total assets | 118,992.8 | 128,986.3 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 4,541.7 | 5,019 | ||
Income taxes payable | 221.1 | 57.8 | ||
Current portion of long-term debt and capital leases | 3,797 | 2,797.9 | ||
Total current liabilities | 8,559.8 | 7,874.7 | ||
Long-term debt and capital leases | 26,539.1 | 29,970.8 | ||
Other long-term liabilities | 1,007 | 1,085 | ||
Other taxes payable | 911.4 | 886.2 | ||
Deferred tax liabilities | 10,802 | 12,969.1 | ||
Total liabilities | 47,819.3 | 52,785.8 | ||
Total equity / (deficit) | 71,173.5 | 76,200.5 | ||
Total liabilities and equity | 118,992.8 | 128,986.3 | ||
Warner Chilcott Limited Parent Guarantor [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0.1 | 0.1 | 0.1 | |
Total current assets | 0.1 | 0.1 | ||
Investment in subsidiaries | 78,649.5 | 88,093.4 | ||
Total assets | 78,649.6 | 88,093.5 | ||
Current liabilities: | ||||
Total equity / (deficit) | 78,649.6 | 88,093.5 | ||
Total liabilities and equity | 78,649.6 | 88,093.5 | ||
Allergan Capital S.a.r.l. (Guarantor) [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 29.7 | 513.9 | 2,101.1 | 13.5 |
Marketable securities | 6,351.8 | |||
Receivable from Parents | 4,824.2 | 4,196.9 | ||
Intercompany receivables | 9,481.2 | 24,348.6 | ||
Prepaid expenses and other current assets | 5 | 14.2 | ||
Total current assets | 14,340.1 | 35,425.4 | ||
Investment in subsidiaries | 84,325.9 | 89,276 | ||
Non current intercompany receivables | 31,706.5 | 27,706.6 | ||
Total assets | 130,372.5 | 152,408 | ||
Current liabilities: | ||||
Intercompany payables | 17,174.7 | 55,828.8 | ||
Payable to Parents | 334.1 | |||
Total current liabilities | 17,174.7 | 56,162.9 | ||
Long-term intercompany payables | 30,718.5 | 9,537.6 | ||
Total liabilities | 47,893.2 | 65,700.5 | ||
Total equity / (deficit) | 82,479.3 | 86,707.5 | ||
Total liabilities and equity | 130,372.5 | 152,408 | ||
Allergan Funding SCS (Issuer) [Member] | ||||
Current assets: | ||||
Intercompany receivables | 5,308.4 | 3,343.5 | ||
Total current assets | 5,308.4 | 3,343.5 | ||
Non current intercompany receivables | 20,938 | 22,540.1 | ||
Total assets | 26,246.4 | 25,883.6 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 77.9 | 208.9 | ||
Intercompany payables | 1,756.9 | 1,652.9 | ||
Current portion of long-term debt and capital leases | 3,472.6 | 1,478.1 | ||
Total current liabilities | 5,307.4 | 3,339.9 | ||
Long-term debt and capital leases | 20,938 | 22,540.1 | ||
Total liabilities | 26,245.4 | 25,880 | ||
Total equity / (deficit) | 1 | 3.6 | ||
Total liabilities and equity | 26,246.4 | 25,883.6 | ||
Allergan Finance LLC (Issuer and Guarantor) [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 2 | |||
Intercompany receivables | 75.9 | 81.6 | ||
Prepaid expenses and other current assets | 89.7 | 42.7 | ||
Total current assets | 165.6 | 124.3 | ||
Investments and other assets | 15.8 | |||
Investment in subsidiaries | 70,820.7 | 73,757.8 | ||
Total assets | 70,986.3 | 73,897.9 | ||
Current liabilities: | ||||
Intercompany payables | 11,202.6 | 9,359.1 | ||
Current portion of long-term debt and capital leases | 1,197.4 | |||
Total current liabilities | 11,202.6 | 10,556.5 | ||
Long-term debt and capital leases | 2,530.3 | 3,079 | ||
Long-term intercompany payables | 149 | 149 | ||
Total liabilities | 13,881.9 | 13,784.5 | ||
Total equity / (deficit) | 57,104.4 | 60,113.4 | ||
Total liabilities and equity | 70,986.3 | 73,897.9 | ||
Non-Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,578.7 | 1,199.2 | 5,421.6 | 1,020.7 |
Marketable securities | 3,829.1 | 5,149.7 | ||
Accounts receivable, net | 2,808.6 | 2,531 | ||
Receivable from Parents | 484.7 | 5,092.3 | ||
Inventories, net | 899.8 | 718 | ||
Intercompany receivables | 30,134.2 | 66,840.8 | ||
Prepaid expenses and other current assets | 866.3 | 1,325.2 | ||
Total current assets | 40,601.4 | 82,856.2 | ||
Property, plant and equipment, net | 1,802.2 | 1,611.3 | ||
Investments and other assets | 269.9 | 266.3 | ||
Non current intercompany receivables | 30,867.5 | 9,686.6 | ||
Non current receivables from Parents | 3,964 | 3,964 | ||
Non current assets held for sale | 11.1 | 27 | ||
Deferred tax assets | 326.9 | 233.3 | ||
Product rights and other intangibles | 56,698.9 | 62,618.6 | ||
Goodwill | 49,770.9 | 46,356.1 | ||
Total assets | 184,312.8 | 207,619.4 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 4,438.2 | 4,784.4 | ||
Intercompany payables | 14,865.5 | 27,773.7 | ||
Payable to Parents | 1,816.5 | 1,038.7 | ||
Income taxes payable | 221.1 | 57.8 | ||
Current portion of long-term debt and capital leases | 324.4 | 122.4 | ||
Total current liabilities | 21,665.7 | 33,777 | ||
Long-term debt and capital leases | 3,070.8 | 4,351.7 | ||
Other long-term liabilities | 1,007 | 1,086 | ||
Long-term intercompany payables | 52,644.5 | 50,246.7 | ||
Other taxes payable | 911.4 | 886.2 | ||
Deferred tax liabilities | 10,802 | 12,969.1 | ||
Total liabilities | 90,101.4 | 103,316.7 | ||
Total equity / (deficit) | 94,211.4 | 104,302.7 | ||
Total liabilities and equity | 184,312.8 | 207,619.4 | ||
Warner Chilcott Limited [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,608.5 | 1,713.2 | $ 7,522.8 | $ 1,036.2 |
Marketable securities | 3,829.1 | 11,501.5 | ||
Accounts receivable, net | 2,808.6 | 2,531 | ||
Receivable from Parents | 5,308.9 | 9,289.2 | ||
Inventories, net | 899.8 | 718 | ||
Prepaid expenses and other current assets | 961 | 1,382.1 | ||
Total current assets | 15,415.9 | 27,135 | ||
Property, plant and equipment, net | 1,802.2 | 1,611.3 | ||
Investments and other assets | 269.9 | 282.1 | ||
Non current receivables from Parents | 3,964 | 3,964 | ||
Non current assets held for sale | 11.1 | 27 | ||
Deferred tax assets | 326.9 | 233.3 | ||
Product rights and other intangibles | 56,698.9 | 62,618.6 | ||
Goodwill | 49,770.9 | 46,356.1 | ||
Total assets | 128,259.8 | 142,227.4 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 4,516.1 | 4,993.3 | ||
Payable to Parents | 1,816.5 | 1,372.8 | ||
Income taxes payable | 221.1 | 57.8 | ||
Current portion of long-term debt and capital leases | 3,797 | 2,797.9 | ||
Total current liabilities | 10,350.7 | 9,221.8 | ||
Long-term debt and capital leases | 26,539.1 | 29,970.8 | ||
Other long-term liabilities | 1,007 | 1,086 | ||
Other taxes payable | 911.4 | 886.2 | ||
Deferred tax liabilities | 10,802 | 12,969.1 | ||
Total liabilities | 49,610.2 | 54,133.9 | ||
Total equity / (deficit) | 78,649.6 | 88,093.5 | ||
Total liabilities and equity | 128,259.8 | 142,227.4 | ||
Eliminations [Member] | ||||
Current assets: | ||||
Intercompany receivables | (44,999.7) | (94,614.5) | ||
Total current assets | (44,999.7) | (94,614.5) | ||
Investment in subsidiaries | (233,796.1) | (251,127.2) | ||
Non current intercompany receivables | (83,512) | (59,933.3) | ||
Total assets | (362,307.8) | (405,675) | ||
Current liabilities: | ||||
Intercompany payables | (44,999.7) | (94,614.5) | ||
Total current liabilities | (44,999.7) | (94,614.5) | ||
Long-term intercompany payables | (83,512) | (59,933.3) | ||
Total liabilities | (128,511.7) | (154,547.8) | ||
Total equity / (deficit) | (233,796.1) | (251,127.2) | ||
Total liabilities and equity | $ (362,307.8) | $ (405,675) |
Warner Chilcott Limited ("WC112
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 | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Income Statements Captions [Line Items] | ||||||
Net revenues | $ 4,034.3 | $ 3,622.2 | $ 11,614.6 | $ 10,706.3 | ||
Operating expenses: | ||||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 | ||
Research and development | 442.6 | 622.8 | 1,691.9 | 1,662.4 | ||
Selling and marketing | 832.8 | 796 | 2,637.1 | 2,429.6 | ||
Amortization | 1,781 | 1,609.1 | 5,274.9 | 4,831.9 | ||
Asset sales and impairments, net | 3,874.8 | (4.7) | 3,896.2 | (24) | ||
Total operating expenses | 8,056.6 | 3,888.6 | 17,445.3 | 11,631.8 | ||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 | ||
Operating (loss) | (4,022.3) | (266.4) | (5,830.7) | (925.5) | ||
Non-operating income (expense): | ||||||
Other (expense) income, net | (1,310.3) | 33.6 | (3,366.6) | 184.2 | ||
Total other income (expense), net | (1,564.4) | (272.6) | (4,145.9) | (795.2) | ||
Income / (loss) before income taxes and noncontrolling interest | (5,586.7) | (539) | (9,976.6) | (1,720.7) | ||
(Benefit) / provision for income taxes | (1,638.8) | (158.9) | (2,752.1) | (825.8) | ||
Net income / (loss) from continuing operations, net of tax | (3,947.9) | (380.1) | (7,224.5) | (894.9) | ||
(Loss) income from discontinued operations | (6.1) | 15,601.9 | (17.6) | 15,873.2 | ||
Net (loss) / income | (3,954) | 15,221.8 | (7,242.1) | 14,978.3 | ||
(Income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) | ||
Net (loss) / income attributable to ordinary shareholders | (3,955.7) | 15,220 | (7,246.8) | 14,974 | ||
Other comprehensive income / (loss) | 86.2 | 916.4 | $ 2,663.4 | $ 177 | 2,749.6 | 1,093.4 |
Comprehensive (loss) / income attributable to ordinary shareholders | (3,869.5) | 16,136.4 | (4,497.2) | 16,067.4 | ||
(Benefit) for income taxes | (1,638.8) | (158.9) | (2,752.1) | (825.8) | ||
Net revenues | 4,034.3 | 3,622.2 | 11,614.6 | 10,706.3 | ||
Net income from discontinued operations | (6.1) | 15,601.9 | (17.6) | 15,873.2 | ||
Warner Chilcott Limited Parent Guarantor [Member] | ||||||
Non-operating income (expense): | ||||||
Losses / (earnings) of equity interest subsidiaries | 3,869.2 | (15,269) | 7,099.7 | (14,891.7) | ||
Net income / (loss) from continuing operations, net of tax | (3,869.2) | 15,269 | (7,099.7) | 14,891.7 | ||
Net (loss) / income | (3,869.2) | 15,269 | (7,099.7) | 14,891.7 | ||
Net (loss) / income attributable to ordinary shareholders | (3,869.2) | 15,269 | (7,099.7) | 14,891.7 | ||
Other comprehensive income / (loss) | 86.2 | 916.4 | 2,749.6 | 1,093.4 | ||
Comprehensive (loss) / income attributable to ordinary shareholders | (3,783) | 16,185.4 | (4,350.1) | 15,985.1 | ||
Allergan Capital S.a.r.l. (Guarantor) [Member] | ||||||
Operating expenses: | ||||||
General and administrative | 4.1 | 4.6 | ||||
Total operating expenses | 4.1 | 4.6 | ||||
Operating (loss) | (4.1) | (4.6) | ||||
Non-operating income (expense): | ||||||
Interest income / (expense), net | 193.6 | 911.6 | 721.7 | 1,349.2 | ||
Total other income (expense), net | 193.6 | 911.6 | 721.7 | 1,349.2 | ||
Income / (loss) before income taxes and noncontrolling interest | 193.6 | 907.5 | 721.7 | 1,344.6 | ||
(Benefit) / provision for income taxes | (0.2) | |||||
Losses / (earnings) of equity interest subsidiaries | 4,077.9 | (11,485) | 7,901.8 | (10,701.3) | ||
Net income / (loss) from continuing operations, net of tax | (3,884.3) | 12,392.5 | (7,179.9) | 12,045.9 | ||
Net (loss) / income | (3,884.3) | 12,392.5 | (7,179.9) | 12,045.9 | ||
Net (loss) / income attributable to ordinary shareholders | (3,884.3) | 12,392.5 | (7,179.9) | 12,045.9 | ||
Other comprehensive income / (loss) | 176 | 958.4 | 2,894.5 | 1,213.8 | ||
Comprehensive (loss) / income attributable to ordinary shareholders | (3,708.3) | 13,350.9 | (4,285.4) | 13,259.7 | ||
(Benefit) for income taxes | (0.2) | |||||
Allergan Funding SCS (Issuer) [Member] | ||||||
Operating expenses: | ||||||
General and administrative | (0.9) | 9.2 | ||||
Total operating expenses | (0.9) | 9.2 | ||||
Operating (loss) | 0.9 | (9.2) | ||||
Non-operating income (expense): | ||||||
Interest income / (expense), net | 52.5 | (216.6) | 117.3 | 2.2 | ||
Other (expense) income, net | (110.4) | |||||
Total other income (expense), net | 52.5 | (216.6) | 6.9 | 2.2 | ||
Income / (loss) before income taxes and noncontrolling interest | 53.4 | (216.6) | (2.3) | 2.2 | ||
(Benefit) / provision for income taxes | 0.3 | 0.3 | ||||
Net income / (loss) from continuing operations, net of tax | 53.1 | (216.6) | (2.6) | 2.2 | ||
Net (loss) / income | 53.1 | (216.6) | (2.6) | 2.2 | ||
Net (loss) / income attributable to ordinary shareholders | 53.1 | (216.6) | (2.6) | 2.2 | ||
Comprehensive (loss) / income attributable to ordinary shareholders | 53.1 | (216.6) | (2.6) | 2.2 | ||
(Benefit) for income taxes | 0.3 | 0.3 | ||||
Allergan Finance LLC (Issuer and Guarantor) [Member] | ||||||
Operating expenses: | ||||||
General and administrative | 1.1 | 19.8 | ||||
Total operating expenses | 1.1 | 19.8 | ||||
Operating (loss) | (1.1) | (19.8) | ||||
Non-operating income (expense): | ||||||
Interest income / (expense), net | (26.3) | (40.3) | (104.3) | (117.2) | ||
Other (expense) income, net | (39.9) | |||||
Total other income (expense), net | (26.3) | (40.3) | (144.2) | (117.2) | ||
Income / (loss) before income taxes and noncontrolling interest | (26.3) | (40.3) | (145.3) | (137) | ||
(Benefit) / provision for income taxes | (14.4) | (22.6) | (73.4) | (51.4) | ||
Losses / (earnings) of equity interest subsidiaries | 2,564.2 | 747.6 | 2,579.5 | 198.6 | ||
Net income / (loss) from continuing operations, net of tax | (2,576.1) | (765.3) | (2,651.4) | (284.2) | ||
Net (loss) / income | (2,576.1) | (765.3) | (2,651.4) | (284.2) | ||
Net (loss) / income attributable to ordinary shareholders | (2,576.1) | (765.3) | (2,651.4) | (284.2) | ||
Other comprehensive income / (loss) | (50.2) | 900.2 | (357.7) | 871.1 | ||
Comprehensive (loss) / income attributable to ordinary shareholders | (2,626.3) | 134.9 | (3,009.1) | 586.9 | ||
(Benefit) for income taxes | (14.4) | (22.6) | (73.4) | (51.4) | ||
Non-Guarantors [Member] | ||||||
Condensed Income Statements Captions [Line Items] | ||||||
Net revenues | 4,034.3 | 3,622.2 | 11,614.6 | 10,706.3 | ||
Operating expenses: | ||||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 | ||
Research and development | 442.6 | 622.8 | 1,691.9 | 1,662.4 | ||
Selling and marketing | 832.8 | 796 | 2,637.1 | 2,429.6 | ||
General and administrative | 278.1 | 308.1 | 1,028.9 | 941.8 | ||
Amortization | 1,781 | 1,609.1 | 5,274.9 | 4,831.9 | ||
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 | ||
Asset sales and impairments, net | 3,874.8 | (4.7) | 3,896.2 | (24) | ||
Total operating expenses | 7,997.8 | 3,835.5 | 17,361.4 | 11,539.7 | ||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 | ||
Operating (loss) | (3,963.5) | (213.3) | (5,746.8) | (833.4) | ||
Non-operating income (expense): | ||||||
Interest income / (expense), net | (447.1) | (960.9) | (1,440.5) | (2,213.6) | ||
Other (expense) income, net | (1,310.3) | 33.6 | (3,216.3) | 34.2 | ||
Total other income (expense), net | (1,757.4) | (927.3) | (4,656.8) | (2,179.4) | ||
Income / (loss) before income taxes and noncontrolling interest | (5,720.9) | (1,140.6) | (10,403.6) | (3,012.8) | ||
(Benefit) / provision for income taxes | (1,624.7) | (136.3) | (2,678.8) | (774.4) | ||
Net income / (loss) from continuing operations, net of tax | (4,096.2) | (1,004.3) | (7,724.8) | (2,238.4) | ||
(Loss) income from discontinued operations | (6.1) | 15,601.9 | (17.6) | 15,873.2 | ||
Net (loss) / income | (4,102.3) | 14,597.6 | (7,742.4) | 13,634.8 | ||
(Income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) | ||
Net (loss) / income attributable to ordinary shareholders | (4,104) | 14,595.8 | (7,747.1) | 13,630.5 | ||
Other comprehensive income / (loss) | 86.2 | 916.4 | 2,749.6 | 1,093.4 | ||
Comprehensive (loss) / income attributable to ordinary shareholders | (4,017.8) | 15,512.2 | (4,997.5) | 14,723.9 | ||
(Benefit) for income taxes | (1,624.7) | (136.3) | (2,678.8) | (774.4) | ||
Net revenues | 4,034.3 | 3,622.2 | 11,614.6 | 10,706.3 | ||
Net income from discontinued operations | (6.1) | 15,601.9 | (17.6) | 15,873.2 | ||
Warner Chilcott Limited [Member] | ||||||
Condensed Income Statements Captions [Line Items] | ||||||
Net revenues | 4,034.3 | 3,622.2 | 11,614.6 | 10,706.3 | ||
Operating expenses: | ||||||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 | ||
Research and development | 442.6 | 622.8 | 1,691.9 | 1,662.4 | ||
Selling and marketing | 832.8 | 796 | 2,637.1 | 2,429.6 | ||
General and administrative | 277.2 | 312.2 | 1,039.2 | 966.2 | ||
Amortization | 1,781 | 1,609.1 | 5,274.9 | 4,831.9 | ||
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 | ||
Asset sales and impairments, net | 3,874.8 | (4.7) | 3,896.2 | (24) | ||
Total operating expenses | 7,996.9 | 3,839.6 | 17,371.7 | 11,564.1 | ||
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights) | 586.5 | 462.2 | 1,587.1 | 1,381.1 | ||
Operating (loss) | (3,962.6) | (217.4) | (5,757.1) | (857.8) | ||
Non-operating income (expense): | ||||||
Interest income / (expense), net | (227.3) | (306.2) | (705.8) | (979.4) | ||
Other (expense) income, net | (1,310.3) | 33.6 | (3,366.6) | 34.2 | ||
Total other income (expense), net | (1,537.6) | (272.6) | (4,072.4) | (945.2) | ||
Income / (loss) before income taxes and noncontrolling interest | (5,500.2) | (490) | (9,829.5) | (1,803) | ||
(Benefit) / provision for income taxes | (1,638.8) | (158.9) | (2,752.1) | (825.8) | ||
Net income / (loss) from continuing operations, net of tax | (3,861.4) | (331.1) | (7,077.4) | (977.2) | ||
(Loss) income from discontinued operations | (6.1) | 15,601.9 | (17.6) | 15,873.2 | ||
Net (loss) / income | (3,867.5) | 15,270.8 | (7,095) | 14,896 | ||
(Income) attributable to noncontrolling interest | (1.7) | (1.8) | (4.7) | (4.3) | ||
Net (loss) / income attributable to ordinary shareholders | (3,869.2) | 15,269 | (7,099.7) | 14,891.7 | ||
Other comprehensive income / (loss) | 86.2 | 916.4 | 2,749.6 | 1,093.4 | ||
Comprehensive (loss) / income attributable to ordinary shareholders | (3,783) | 16,185.4 | (4,350.1) | 15,985.1 | ||
(Benefit) for income taxes | (1,638.8) | (158.9) | (2,752.1) | (825.8) | ||
Net revenues | 4,034.3 | 3,622.2 | 11,614.6 | 10,706.3 | ||
Net income from discontinued operations | (6.1) | 15,601.9 | (17.6) | 15,873.2 | ||
Eliminations [Member] | ||||||
Non-operating income (expense): | ||||||
Losses / (earnings) of equity interest subsidiaries | (10,511.3) | 26,006.4 | (17,581) | 25,394.4 | ||
Net income / (loss) from continuing operations, net of tax | 10,511.3 | (26,006.4) | 17,581 | (25,394.4) | ||
Net (loss) / income | 10,511.3 | (26,006.4) | 17,581 | (25,394.4) | ||
Net (loss) / income attributable to ordinary shareholders | 10,511.3 | (26,006.4) | 17,581 | (25,394.4) | ||
Other comprehensive income / (loss) | (212) | (2,775) | (5,286.4) | (3,178.3) | ||
Comprehensive (loss) / income attributable to ordinary shareholders | $ 10,299.3 | $ (28,781.4) | $ 12,294.6 | $ (28,572.7) |
Warner Chilcott Limited ("WC113
Warner Chilcott Limited ("WCL") Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities: | ||||
Net (loss) / income | $ (3,954) | $ 15,221.8 | $ (7,242.1) | $ 14,978.3 |
Reconciliation to net cash provided by operating activities: | ||||
Depreciation | 123.2 | 117.6 | ||
Amortization | 5,274.9 | 4,836.7 | ||
Provision for inventory reserve | 77.3 | 162.7 | ||
Share-based compensation | 220.8 | 269.9 | ||
Deferred income tax benefit | (3,205.3) | (517.1) | ||
Pre-tax gain on sale of generics business | (24,203.1) | |||
Non-cash tax effect of gain on sale of generics business | 5,749.9 | |||
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 |
Loss / (gain) on asset sales and impairments, net | 3,896.2 | (24) | ||
Amortization of inventory step-up | 126.2 | 42.4 | ||
Amortization of deferred financing costs | 19.6 | 44.6 | ||
Contingent consideration adjustments, including accretion | (51.6) | 76.7 | ||
Other, net | (18.2) | (16) | ||
Cash Flows From Investing Activities: | ||||
Additions to property, plant and equipment | (234) | (250.5) | ||
Additions to product rights and other intangibles | (604.3) | |||
Sale of generics business | 33,304.5 | |||
Additions to investments | (8,433.8) | (15,445.5) | ||
Proceeds from sale of investments and other assets | 14,474.4 | 40 | ||
Proceeds from sales of property, plant and equipment | 5.8 | 33.3 | ||
Acquisitions of businesses, net of cash acquired | (5,290.4) | (74.5) | ||
Cash Flows From Financing Activities: | ||||
Proceeds from borrowings of long-term indebtedness, including credit facility | 3,025 | 1,050 | ||
Debt issuance and other financing costs | (17.5) | |||
Payments on debt, including capital lease obligations and credit facility | (5,579.2) | (10,831) | ||
Payments of contingent consideration and other financing | (515.2) | (77.7) | ||
Effect of currency exchange rate changes on cash and cash equivalents | 19.1 | 4.3 | ||
Net (decrease) / increase in cash and cash equivalents | (111.3) | 6,458.7 | ||
Cash and cash equivalents at beginning of period | 1,724 | 1,096 | ||
Cash and cash equivalents at end of period | 1,612.7 | 7,554.7 | 1,612.7 | 7,554.7 |
Teva [Member] | ||||
Reconciliation to net cash provided by operating activities: | ||||
Net income impact of other-than-temporary loss on investment in Teva securities | 3,273.5 | |||
Warner Chilcott Limited Parent Guarantor [Member] | ||||
Cash Flows From Operating Activities: | ||||
Net (loss) / income | (3,869.2) | 15,269 | (7,099.7) | 14,891.7 |
Reconciliation to net cash provided by operating activities: | ||||
Losses / (earnings) of equity interest subsidiaries | 3,869.2 | (15,269) | 7,099.7 | (14,891.7) |
Dividends from subsidiaries | 917 | 1,244.8 | ||
Changes in assets and liabilities (net of effects of acquisitions) | 0.1 | |||
Net cash provided by / (used in) operating activities | 917 | 1,244.9 | ||
Cash Flows From Financing Activities: | ||||
Dividend to Parent | (917) | (1,244.8) | ||
Net cash (used in) / provided by financing activities | (917) | (1,244.8) | ||
Net (decrease) / increase in cash and cash equivalents | 0.1 | |||
Cash and cash equivalents at beginning of period | 0.1 | |||
Cash and cash equivalents at end of period | 0.1 | 0.1 | 0.1 | 0.1 |
Allergan Capital S.a.r.l. (Guarantor) [Member] | ||||
Cash Flows From Operating Activities: | ||||
Net (loss) / income | (3,884.3) | 12,392.5 | (7,179.9) | 12,045.9 |
Reconciliation to net cash provided by operating activities: | ||||
Losses / (earnings) of equity interest subsidiaries | 4,077.9 | (11,485) | 7,901.8 | (10,701.3) |
Amortization of deferred financing costs | 21.7 | |||
Dividends from subsidiaries | 1,244.8 | |||
Other, net | (10) | |||
Changes in assets and liabilities (net of effects of acquisitions) | (5,072.9) | 8,487.2 | ||
Net cash provided by / (used in) operating activities | (4,361) | 11,098.3 | ||
Cash Flows From Investing Activities: | ||||
Additions to investments | (3,989.6) | |||
Proceeds from sale of investments and other assets | 7,866.4 | |||
Net cash provided by / (used in) investing activities | 3,876.8 | |||
Cash Flows From Financing Activities: | ||||
Proceeds from borrowings on credit facility | 1,050 | |||
Payments on debt, including capital lease obligations and credit facility | (8,815.9) | |||
Dividend to Parent | (1,244.8) | |||
Net cash (used in) / provided by financing activities | (9,010.7) | |||
Net (decrease) / increase in cash and cash equivalents | (484.2) | 2,087.6 | ||
Cash and cash equivalents at beginning of period | 513.9 | 13.5 | ||
Cash and cash equivalents at end of period | 29.7 | 2,101.1 | 29.7 | 2,101.1 |
Allergan Funding SCS (Issuer) [Member] | ||||
Cash Flows From Operating Activities: | ||||
Net (loss) / income | 53.1 | (216.6) | (2.6) | 2.2 |
Reconciliation to net cash provided by operating activities: | ||||
Non-cash debt extinguishment | 17.6 | |||
Amortization of deferred financing costs | 17 | 18.3 | ||
Changes in assets and liabilities (net of effects of acquisitions) | (235.4) | 479.5 | ||
Net cash provided by / (used in) operating activities | (203.4) | 500 | ||
Cash Flows From Financing Activities: | ||||
Proceeds from borrowings of long-term indebtedness, including credit facility | 3,020.9 | |||
Debt issuance and other financing costs | (17.5) | |||
Payments on debt, including capital lease obligations and credit facility | (2,800) | (500) | ||
Net cash (used in) / provided by financing activities | 203.4 | (500) | ||
Allergan Finance LLC (Issuer and Guarantor) [Member] | ||||
Cash Flows From Operating Activities: | ||||
Net (loss) / income | (2,576.1) | (765.3) | (2,651.4) | (284.2) |
Reconciliation to net cash provided by operating activities: | ||||
Losses / (earnings) of equity interest subsidiaries | 2,564.2 | 747.6 | 2,579.5 | 198.6 |
Non-cash debt extinguishment | 12.2 | |||
Amortization of deferred financing costs | 2.6 | 3.2 | ||
Changes in assets and liabilities (net of effects of acquisitions) | 1,800.4 | 80.4 | ||
Net cash provided by / (used in) operating activities | 1,743.3 | (2) | ||
Cash Flows From Financing Activities: | ||||
Payments on debt, including capital lease obligations and credit facility | (1,743.3) | |||
Net cash (used in) / provided by financing activities | (1,743.3) | |||
Net (decrease) / increase in cash and cash equivalents | (2) | |||
Cash and cash equivalents at beginning of period | 2 | |||
Non-Guarantors [Member] | ||||
Cash Flows From Operating Activities: | ||||
Net (loss) / income | (4,102.3) | 14,597.6 | (7,742.4) | 13,634.8 |
Reconciliation to net cash provided by operating activities: | ||||
Depreciation | 123.2 | 117.6 | ||
Amortization | 5,274.9 | 4,836.7 | ||
Provision for inventory reserve | 77.3 | 162.7 | ||
Share-based compensation | 220.8 | 269.9 | ||
Deferred income tax benefit | (3,205.3) | (517.1) | ||
Pre-tax gain on sale of generics business | (24,203.1) | |||
Non-cash tax effect of gain on sale of generics business | 5,749.9 | |||
In-process research and development impairments | 1,245.3 | 316.9 | ||
Loss / (gain) on asset sales and impairments, net | 3,896.2 | (24) | ||
Amortization of inventory step-up | 126.2 | 42.4 | ||
Non-cash debt extinguishment | (38) | |||
Amortization of deferred financing costs | 1.4 | |||
Contingent consideration adjustments, including accretion | (51.6) | 76.7 | ||
Other, net | (8.2) | (16) | ||
Changes in assets and liabilities (net of effects of acquisitions) | 3,591.6 | (10,821.9) | ||
Net cash provided by / (used in) operating activities | 6,783.5 | (10,373.1) | ||
Cash Flows From Investing Activities: | ||||
Additions to property, plant and equipment | (234) | (250.5) | ||
Additions to product rights and other intangibles | (604.3) | |||
Sale of generics business | 33,304.5 | |||
Additions to investments | (4,444.2) | (15,445.5) | ||
Proceeds from sale of investments and other assets | 6,608 | 40 | ||
Proceeds from sales of property, plant and equipment | 5.8 | 33.3 | ||
Acquisitions of businesses, net of cash acquired | (5,290.4) | (74.5) | ||
Net cash provided by / (used in) investing activities | (3,959.1) | 17,607.3 | ||
Cash Flows From Financing Activities: | ||||
Proceeds from borrowings of long-term indebtedness, including credit facility | 4.1 | |||
Payments on debt, including capital lease obligations and credit facility | (1,035.9) | (1,515.1) | ||
Payments of contingent consideration and other financing | (515.2) | |||
Payments of contingent consideration | (77.7) | |||
Dividend to Parent | (917) | (1,244.8) | ||
Net cash (used in) / provided by financing activities | (2,464) | (2,837.6) | ||
Effect of currency exchange rate changes on cash and cash equivalents | 19.1 | 4.3 | ||
Net (decrease) / increase in cash and cash equivalents | 379.5 | 4,400.9 | ||
Cash and cash equivalents at beginning of period | 1,199.2 | 1,020.7 | ||
Cash and cash equivalents at end of period | 1,578.7 | 5,421.6 | 1,578.7 | 5,421.6 |
Non-Guarantors [Member] | Teva [Member] | ||||
Reconciliation to net cash provided by operating activities: | ||||
Net income impact of other-than-temporary loss on investment in Teva securities | 3,273.5 | |||
Warner Chilcott Limited [Member] | ||||
Cash Flows From Operating Activities: | ||||
Net (loss) / income | (3,867.5) | 15,270.8 | (7,095) | 14,896 |
Reconciliation to net cash provided by operating activities: | ||||
Depreciation | 123.2 | 117.6 | ||
Amortization | 5,274.9 | 4,836.7 | ||
Provision for inventory reserve | 77.3 | 162.7 | ||
Share-based compensation | 220.8 | 269.9 | ||
Deferred income tax benefit | (3,205.3) | (517.1) | ||
Pre-tax gain on sale of generics business | (24,203.1) | |||
Non-cash tax effect of gain on sale of generics business | 5,749.9 | |||
In-process research and development impairments | 202 | 42 | 1,245.3 | 316.9 |
Loss / (gain) on asset sales and impairments, net | 3,896.2 | (24) | ||
Amortization of inventory step-up | 126.2 | 42.4 | ||
Non-cash debt extinguishment | (8.2) | |||
Amortization of deferred financing costs | 19.6 | 44.6 | ||
Contingent consideration adjustments, including accretion | (51.6) | 76.7 | ||
Other, net | (18.2) | (16) | ||
Changes in assets and liabilities (net of effects of acquisitions) | 83.7 | (1,774.7) | ||
Net cash provided by / (used in) operating activities | 3,962.4 | (21.5) | ||
Cash Flows From Investing Activities: | ||||
Additions to property, plant and equipment | (234) | (250.5) | ||
Additions to product rights and other intangibles | (604.3) | |||
Sale of generics business | 33,304.5 | |||
Additions to investments | (8,433.8) | (15,445.5) | ||
Proceeds from sale of investments and other assets | 14,474.4 | 40 | ||
Proceeds from sales of property, plant and equipment | 5.8 | 33.3 | ||
Acquisitions of businesses, net of cash acquired | (5,290.4) | (74.5) | ||
Net cash provided by / (used in) investing activities | (82.3) | 17,607.3 | ||
Cash Flows From Financing Activities: | ||||
Proceeds from borrowings of long-term indebtedness, including credit facility | 3,025 | 1,050 | ||
Debt issuance and other financing costs | (17.5) | |||
Proceeds from borrowings on credit facility | 1,050 | |||
Payments on debt, including capital lease obligations and credit facility | (5,579.2) | (10,831) | ||
Payments of contingent consideration and other financing | (515.2) | (77.7) | ||
Payments of contingent consideration | (77.7) | |||
Dividend to Parent | (917) | (1,244.8) | ||
Net cash (used in) / provided by financing activities | (4,003.9) | (11,103.5) | ||
Effect of currency exchange rate changes on cash and cash equivalents | 19.1 | 4.3 | ||
Net (decrease) / increase in cash and cash equivalents | (104.7) | 6,486.6 | ||
Cash and cash equivalents at beginning of period | 1,713.2 | 1,036.2 | ||
Cash and cash equivalents at end of period | 1,608.5 | 7,522.8 | 1,608.5 | 7,522.8 |
Warner Chilcott Limited [Member] | Teva [Member] | ||||
Reconciliation to net cash provided by operating activities: | ||||
Net income impact of other-than-temporary loss on investment in Teva securities | 3,273.5 | |||
Eliminations [Member] | ||||
Cash Flows From Operating Activities: | ||||
Net (loss) / income | 10,511.3 | (26,006.4) | 17,581 | (25,394.4) |
Reconciliation to net cash provided by operating activities: | ||||
Losses / (earnings) of equity interest subsidiaries | $ (10,511.3) | $ 26,006.4 | (17,581) | 25,394.4 |
Dividends from subsidiaries | (917) | (2,489.6) | ||
Net cash provided by / (used in) operating activities | (917) | (2,489.6) | ||
Cash Flows From Financing Activities: | ||||
Dividend to Parent | 917 | 2,489.6 | ||
Net cash (used in) / provided by financing activities | $ 917 | $ 2,489.6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | 1 Months Ended |
Oct. 31, 2017USD ($) | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Estimated net tax benefit accounted as discrete item in Q4 2017 | $ 795 |