Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 21, 2014 | Jun. 28, 2013 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'Valeant Pharmaceuticals International, Inc. | ' | ' |
Entity Central Index Key | '0000885590 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $25,293,645 |
Entity Common Stock, Shares Outstanding | ' | 334,869,413 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $600,340 | $916,091 |
Accounts receivable, net | 1,814,769 | 913,835 |
Inventories, net | 882,966 | 531,256 |
Prepaid expenses and other current assets | 204,958 | 130,279 |
Assets held for sale | 15,942 | 90,983 |
Deferred tax assets, net | 366,914 | 195,007 |
Total current assets | 3,885,889 | 2,777,451 |
Property, plant and equipment, net | 1,234,236 | 462,724 |
Intangible assets, net | 12,848,160 | 9,308,669 |
Goodwill | 9,752,100 | 5,141,366 |
Deferred tax assets, net | 54,942 | 76,422 |
Other long-term assets, net | 195,470 | 183,747 |
Total assets | 27,970,797 | 17,950,379 |
Current liabilities: | ' | ' |
Accounts payable | 326,970 | 227,384 |
Accrued and other current liabilities | 1,800,193 | 1,008,224 |
Acquisition-related contingent consideration | 114,460 | 102,559 |
Current portion of long-term debt | 204,756 | 480,182 |
Deferred tax liabilities, net | 66,017 | 4,403 |
Total current liabilities | 2,512,396 | 1,822,752 |
Acquisition-related contingent consideration | 241,305 | 352,523 |
Long-term debt | 17,162,946 | 10,535,443 |
Pension and other benefit liabilities | 172,016 | 5,325 |
Liabilities for uncertain tax positions | 169,117 | 103,658 |
Deferred tax liabilities, net | 2,319,202 | 1,248,312 |
Other long-term liabilities | 160,493 | 164,968 |
Total liabilities | 22,737,475 | 14,232,981 |
Commitments and contingencies (notes 24, 25 and 27) | ' | ' |
Equity | ' | ' |
Common shares, no par value, unlimited shares authorized, 333,036,637 and 303,861,272 issued and outstanding at December 31, 2013 and 2012, respectively | 8,301,179 | 5,940,652 |
Additional paid-in capital | 228,853 | 267,118 |
Accumulated deficit | -3,278,529 | -2,370,976 |
Accumulated other comprehensive loss | -132,780 | -119,396 |
Total Valeant Pharmaceuticals International, Inc. shareholders’ equity | 5,118,723 | 3,717,398 |
Noncontrolling interest | 114,599 | 0 |
Total equity | 5,233,322 | 3,717,398 |
Total liabilities and equity | $27,970,797 | $17,950,379 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Common shares, no par value (in dollars per share) | ' | ' |
Common shares, shares issued | 333,036,637 | 303,861,272 |
Common shares, shares outstanding | 333,036,637 | 303,861,272 |
CONSOLIDATED_STATEMENTS_OF_LOS
CONSOLIDATED STATEMENTS OF (LOSS) INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues | ' | ' | ' |
Product sales | $5,640,333 | $3,288,592 | $2,255,050 |
Alliance and royalty | 52,606 | 105,591 | 136,473 |
Service and other | 76,666 | 86,193 | 35,927 |
Total revenues | 5,769,605 | 3,480,376 | 2,427,450 |
Expenses | ' | ' | ' |
Cost of goods sold (exclusive of amortization of intangible assets shown separately below) | 1,846,314 | 905,095 | 683,750 |
Cost of alliance and service revenues | 58,806 | 64,601 | 12,348 |
Selling, general and administrative | 1,305,164 | 756,083 | 572,472 |
Research and development | 156,783 | 79,052 | 65,687 |
Amortization and impairments of finite-lived intangible assets (see Note 12) | 1,901,977 | 928,885 | 557,814 |
Restructuring, integration and other costs | 514,825 | 344,387 | 97,667 |
In-process research and development impairments and other charges | 153,639 | 189,901 | 109,200 |
Acquisition-related costs | 36,416 | 78,604 | 32,964 |
Acquisition-related contingent consideration | -29,259 | -5,266 | -10,986 |
Other expense | 234,442 | 59,349 | 6,575 |
Total expenses | 6,179,107 | 3,400,691 | 2,127,491 |
Operating (loss) income | -409,502 | 79,685 | 299,959 |
Interest income | 8,023 | 5,986 | 4,084 |
Interest expense | -844,316 | -481,596 | -334,526 |
Loss on extinguishment of debt | -65,014 | -20,080 | -36,844 |
Foreign exchange and other | -9,465 | 19,721 | 26,551 |
Gain on investments, net | 5,822 | 2,056 | 22,776 |
Loss before recovery of income taxes | -1,314,452 | -394,228 | -18,000 |
Recovery of income taxes | -450,783 | -278,203 | -177,559 |
Net (loss) income | -863,669 | -116,025 | 159,559 |
Less: Net income attributable to noncontrolling interest | 2,473 | 0 | 0 |
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | ($866,142) | ($116,025) | $159,559 |
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: | ' | ' | ' |
Basic (loss) earnings per share (in dollars per share) | ($2.70) | ($0.38) | $0.52 |
Diluted (loss) earnings per share (in dollars per share) | ($2.70) | ($0.38) | $0.49 |
Weighted-average common shares (000's) | ' | ' | ' |
Basic (in shares) | 320,996 | 305,446 | 304,655 |
Diluted (in shares) | 320,996 | 305,446 | 326,119 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net (loss) income | ($863,669) | ($116,025) | $159,559 |
Other comprehensive (loss) income | ' | ' | ' |
Foreign currency translation adjustment | -50,433 | 161,011 | -381,633 |
Unrealized holding gain on auction rate securities: | ' | ' | ' |
Arising in period | 0 | 1 | 0 |
Reclassification to net (loss) income | -1 | 0 | 0 |
Net unrealized holding gain (loss) on available-for-sale equity securities: | ' | ' | ' |
Arising in period | 3,584 | 379 | 22,780 |
Reclassification to net (loss) income | -3,963 | -1,634 | -21,146 |
Net unrealized holding gain (loss) on available-for-sale debt securities: | ' | ' | ' |
Arising in period | 0 | 7 | -114 |
Reclassification to net (loss) income | 0 | 197 | 0 |
Acquisition of noncontrolling interest | 0 | 0 | 2,206 |
Other comprehensive (loss) income | -50,813 | 159,961 | -377,907 |
Pension and postretirement benefit plan adjustments: | ' | ' | ' |
Newly established prior service credit | 27,944 | 0 | 0 |
Net actuarial gain (loss) arising during the year | 24,492 | -468 | -1,046 |
Amortization or settlement recognition of net loss | 519 | 754 | 448 |
Income tax expense | -15,405 | 0 | 0 |
Currency impact | 210 | -27 | 53 |
Total pension and postretirement benefit plan adjustments | 37,760 | 259 | -545 |
Other comprehensive (loss) income | -13,053 | 160,220 | -378,452 |
Comprehensive (loss) income | -876,722 | 44,195 | -218,893 |
Less: Comprehensive income attributable to noncontrolling interest | 2,804 | 0 | 0 |
Comprehensive (loss) income attributable to Valeant Pharmaceuticals International, Inc. | ($879,526) | $44,195 | ($218,893) |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Valeant Pharmaceuticals International, Inc. Shareholders' equity | Noncontrolling Interest | Comprehensive Loss |
In Thousands, except Share data, unless otherwise specified | ||||||||
Balance at Dec. 31, 2010 | $4,911,096 | $5,251,730 | $495,041 | ($934,511) | $98,836 | $4,911,096 | ' | ' |
Balance (in shares) at Dec. 31, 2010 | ' | 302,449,000 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement of Convertible Notes | 225,983 | 892,000 | -225,971 | -440,046 | ' | 225,983 | ' | ' |
Settlement of Convertible Notes (in shares) | ' | 17,783,000 | ' | ' | ' | ' | ' | ' |
Repurchase of equity component of 5.375% Convertible Notes | -414,003 | ' | -33,169 | -380,834 | ' | -414,003 | ' | ' |
Common shares issued under share-based compensation plans | 41,717 | 121,099 | -79,382 | ' | ' | 41,717 | ' | ' |
Common shares issued under share-based compensation plans (in shares) | ' | 4,338,000 | ' | ' | ' | ' | ' | ' |
Settlement of call options | -66,863 | -36,343 | 11,072 | -41,592 | ' | -66,863 | ' | ' |
Settlement of call options (in shares) | ' | -2,999,000 | ' | ' | ' | ' | ' | ' |
Repurchase of common shares | -639,242 | -264,865 | ' | -374,377 | ' | -639,242 | ' | ' |
Repurchase of common shares (in shares) | ' | -15,200,000 | ' | ' | ' | ' | ' | ' |
Share-based compensation | 94,023 | ' | 94,023 | ' | ' | 94,023 | ' | ' |
Employee withholding taxes related to share-based awards | -37,702 | ' | -19,211 | -18,491 | ' | -37,702 | ' | ' |
Tax benefits from stock options exercised | 26,414 | ' | 26,414 | ' | ' | 26,414 | ' | ' |
Reclassification of deferred share units | 9,271 | ' | 9,271 | ' | ' | 9,271 | ' | ' |
Noncontrolling interest from business combinations | 58,555 | ' | ' | ' | ' | ' | 58,555 | ' |
Acquisition of noncontrolling interest | -58,320 | ' | -1,971 | ' | ' | -1,971 | -56,349 | ' |
Total before comprehensive income (loss) | 4,150,929 | 5,963,621 | 276,117 | -2,189,851 | 98,836 | 4,148,723 | 2,206 | ' |
Total before comprehensive income (loss) (in shares) | ' | 306,371,000 | ' | ' | ' | ' | ' | ' |
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | 159,559 | ' | ' | ' | ' | ' | ' | ' |
Comprehensive loss: | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | 159,559 | ' | ' | 159,559 | ' | 159,559 | ' | 159,559 |
Less: Net income attributable to noncontrolling interest | 0 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss) | -378,452 | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Net of Tax | ' | ' | ' | ' | -378,452 | -378,452 | -2,206 | -380,658 |
Comprehensive (loss) income | -218,893 | ' | ' | ' | ' | -218,893 | -2,206 | -221,099 |
Balance at Dec. 31, 2011 | 3,929,830 | 5,963,621 | 276,117 | -2,030,292 | -279,616 | 3,929,830 | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 306,371,000 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement of Convertible Notes | -43,768 | ' | -175 | -43,593 | ' | -43,768 | ' | ' |
Repurchase of equity component of 5.375% Convertible Notes | -2,862 | ' | -180 | -2,682 | ' | -2,862 | ' | ' |
Common shares issued under share-based compensation plans | 23,023 | 79,371 | -56,348 | ' | ' | 23,023 | ' | ' |
Common shares issued under share-based compensation plans (in shares) | ' | 2,747,000 | ' | ' | ' | ' | ' | ' |
Repurchase of common shares | -280,724 | -102,340 | ' | -178,384 | ' | -280,724 | ' | ' |
Repurchase of common shares (in shares) | ' | -5,257,000 | ' | ' | ' | ' | ' | ' |
Share-based compensation | 66,236 | ' | 66,236 | ' | ' | 66,236 | ' | ' |
Employee withholding taxes related to share-based awards | -31,073 | ' | -31,073 | ' | ' | -31,073 | ' | ' |
Tax benefits from stock options exercised | 12,541 | ' | 12,541 | ' | ' | 12,541 | ' | ' |
Total before comprehensive income (loss) | 3,673,203 | 5,940,652 | 267,118 | -2,254,951 | -279,616 | 3,673,203 | ' | ' |
Total before comprehensive income (loss) (in shares) | ' | 303,861,000 | ' | ' | ' | ' | ' | ' |
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | -116,025 | ' | ' | ' | ' | ' | ' | ' |
Comprehensive loss: | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -116,025 | ' | ' | -116,025 | ' | -116,025 | ' | -116,025 |
Less: Net income attributable to noncontrolling interest | 0 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss) | 160,220 | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Net of Tax | ' | ' | ' | ' | 160,220 | 160,220 | ' | 160,220 |
Comprehensive (loss) income | 44,195 | ' | ' | ' | ' | 44,195 | ' | 44,195 |
Balance (including portion attributable to non-controlling interest) at Dec. 31, 2012 | 3,717,398 | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 3,717,398 | 5,940,652 | 267,118 | -2,370,976 | -119,396 | 3,717,398 | ' | ' |
Balance (in shares) at Dec. 31, 2012 | 303,861,272 | 303,861,000 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 2,306,880 | 2,306,880 | ' | ' | ' | 2,306,880 | ' | ' |
Issuance of common stock (in shares) | ' | 27,562,000 | ' | ' | ' | ' | ' | ' |
Common shares issued under share-based compensation plans | 6,510 | 67,865 | -61,355 | ' | ' | 6,510 | ' | ' |
Common shares issued under share-based compensation plans (in shares) | ' | 2,339,000 | ' | ' | ' | ' | ' | ' |
Repurchase of common shares | -55,629 | -14,218 | ' | -41,411 | ' | -55,629 | ' | ' |
Repurchase of common shares (in shares) | ' | -725,000 | ' | ' | ' | ' | ' | ' |
Share-based compensation | 45,478 | ' | 45,478 | ' | ' | 45,478 | ' | ' |
Employee withholding taxes related to share-based awards | -46,588 | ' | -46,588 | ' | ' | -46,588 | ' | ' |
Tax benefits from stock options exercised | 24,200 | ' | 24,200 | ' | ' | 24,200 | ' | ' |
Noncontrolling interest from business combinations | 113,896 | ' | ' | ' | ' | ' | 113,896 | ' |
Noncontrolling interest distributions | -2,101 | ' | ' | ' | ' | ' | -2,101 | ' |
Total before comprehensive income (loss) | 6,110,044 | 8,301,179 | 228,853 | -2,412,387 | -119,396 | 5,998,249 | 111,795 | ' |
Total before comprehensive income (loss) (in shares) | ' | 333,037,000 | ' | ' | ' | ' | ' | ' |
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | -866,142 | ' | ' | -866,142 | ' | ' | ' | ' |
Comprehensive loss: | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -863,669 | ' | ' | ' | ' | -866,142 | ' | -863,669 |
Less: Net income attributable to noncontrolling interest | 2,473 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss) | -13,053 | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Net of Tax | ' | ' | ' | ' | -13,384 | -13,384 | 331 | -13,053 |
Comprehensive (loss) income | -876,722 | ' | ' | ' | ' | -879,526 | 2,804 | -876,722 |
Balance (including portion attributable to non-controlling interest) at Dec. 31, 2013 | 5,233,322 | 8,301,179 | 228,853 | -3,278,529 | -132,780 | 5,118,723 | 114,599 | ' |
Balance at Dec. 31, 2013 | $5,118,723 | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | 333,036,637 | 333,037,000 | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_SHA1
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | |
Long-term debt [Line Items] | ' | ' | ' | ' | ' | ' |
Interest rate on debt (as a percent) | 4.00% | 4.00% | 4.00% | 5.38% | 5.38% | 5.38% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash Flows From Operating Activities | ' | ' | ' |
Net (loss) income | ($863,669) | ($116,025) | $159,559 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization, including impairments of finite-lived intangible assets | 2,015,806 | 986,222 | 612,603 |
Amortization and write-off of debt discounts and debt issuance costs | 89,461 | 36,402 | 27,103 |
In-process research and development impairments and other charges | 153,639 | 189,901 | 109,200 |
Acquisition accounting adjustment on inventory sold | 372,450 | 78,822 | 59,256 |
Acquisition-related contingent consideration | -29,259 | -5,266 | -10,986 |
Allowances for losses on accounts receivable and inventories | 68,283 | 21,779 | 5,519 |
Deferred income taxes | -515,884 | -319,603 | -222,959 |
Loss (gain) on disposal of assets and businesses | 10,180 | 10,780 | -5,314 |
Additions to accrued legal settlements | 220,495 | 56,779 | 11,841 |
Payments of accrued legal settlements | -180,849 | -41,800 | -26,541 |
Share-based compensation | 45,478 | 66,236 | 94,023 |
Tax benefits from stock options exercised | -24,200 | -12,541 | -26,533 |
Foreign exchange loss (gain) | 9,783 | -23,839 | -4,829 |
Gain on sale of marketable securities | -5,822 | -2,056 | -22,776 |
Loss on extinguishment of debt | 65,014 | 20,080 | 36,844 |
Payment of accreted interest on contingent consideration | -11,124 | -2,322 | 0 |
Other | 466 | -33,693 | -18,418 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -261,380 | -219,431 | -164,581 |
Inventories | -122,701 | -80,304 | -11,521 |
Prepaid expenses and other current assets | 82,338 | 54,827 | -3,084 |
Accounts payable, accrued and other liabilities | -76,548 | -8,370 | 42,067 |
Net cash provided by operating activities | 1,041,957 | 656,578 | 640,473 |
Cash Flows From Investing Activities | ' | ' | ' |
Acquisition of businesses, net of cash acquired | -5,253,543 | -3,485,286 | -2,464,108 |
Acquisition of intangible assets and other assets | -69,636 | -73,495 | -327,437 |
Purchases of property, plant and equipment | -115,319 | -107,638 | -58,515 |
Proceeds from sale of assets | 41,092 | 91,996 | 36,000 |
Proceeds from sales and maturities of marketable securities | 17,020 | 624,774 | 86,639 |
Purchases of marketable securities and other investments | 0 | -7,200 | -81,087 |
Increase in restricted cash | 0 | -8,872 | 0 |
Net cash used in investing activities | -5,380,386 | -2,965,721 | -2,808,508 |
Cash Flows From Financing Activities | ' | ' | ' |
Issuance of long-term debt, net of discount | 8,441,356 | 6,005,758 | 5,388,799 |
Repayments of long-term debt | -6,326,219 | -1,929,118 | -2,004,641 |
Short-term debt borrowings | 27,413 | 35,365 | 0 |
Short-term debt repayments | -75,140 | -31,075 | 0 |
Issuance of common stock, net | 2,307,436 | 0 | 0 |
Repurchases of convertible debt | 0 | -3,975 | -613,471 |
Repurchases of common shares | -55,629 | -280,724 | -639,242 |
Proceeds from exercise of stock options | 10,015 | 23,026 | 41,738 |
Tax benefits from stock options exercised | 24,200 | 12,541 | 26,533 |
Cash settlement of convertible debt | 0 | -606,278 | 0 |
Cash settlement of call options | 0 | 0 | -66,863 |
Acquisition of noncontrolling interest | 0 | 0 | -52,499 |
Payment of employee withholding tax upon vesting of share-based awards | -65,505 | -31,073 | -59,718 |
Payments of contingent consideration | -130,060 | -103,926 | -31,800 |
Payments of debt issuance costs | -128,014 | -33,153 | -40,671 |
Distributions to noncontrolling interest | -2,101 | 0 | 0 |
Net cash provided by financing activities | 4,027,752 | 3,057,368 | 1,948,165 |
Effect of exchange rate changes on cash and cash equivalents | -5,074 | 3,755 | -10,288 |
Net (decrease) increase in cash and cash equivalents | -315,751 | 751,980 | -230,158 |
Cash and cash equivalents, beginning of year | 916,091 | 164,111 | 394,269 |
Cash and cash equivalents, end of year | 600,340 | 916,091 | 164,111 |
Non-Cash Investing and Financing Activities | ' | ' | ' |
Acquisition of businesses, contingent consideration at fair value | -76,064 | -145,728 | -443,481 |
Settlement of convertible debt, equity issued | 0 | 0 | -892,000 |
Acquisition of businesses, debt assumed | ($4,264,725) | ($825,241) | $0 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
DESCRIPTION OF BUSINESS | ' |
DESCRIPTION OF BUSINESS | |
Valeant Pharmaceuticals International, Inc. (the “Company”) is a multinational, specialty pharmaceutical and medical device company that develops, manufactures, and markets a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products, and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment, and aesthetics devices), which are marketed directly or indirectly in over 100 countries. Effective August 9, 2013, the Company continued from the federal jurisdiction of Canada to the Province of British Columbia, meaning that the Company became a company registered under the laws of the Province of British Columbia as if it had been incorporated under the laws of the Province of British Columbia. As a result of this continuance, the legal domicile of the Company became the Province of British Columbia, the Canada Business Corporations Act ceased to apply to the Company and the Company became subject to the British Columbia Business Corporations Act (BCBCA). | |
On August 5, 2013, the Company acquired Bausch & Lomb Holdings Incorporated (“B&L”), pursuant to an Agreement and Plan of Merger, as amended (the “Merger Agreement”) dated May 24, 2013, with B&L surviving as a wholly-owned subsidiary of Valeant Pharmaceuticals International (“Valeant”), a wholly-owned subsidiary of the Company (the “B&L Acquisition”). | |
On December 11, 2012, the Company completed the acquisition of Medicis Pharmaceutical Corporation (“Medicis”) through a wholly-owned subsidiary pursuant to an Agreement and Plan of Merger, dated as of September 2, 2012, with Medicis surviving as a wholly-owned subsidiary of the Company (the “Medicis Acquisition”). | |
For further information regarding the B&L Acquisition and the Medicis Acquisition, see note 3 titled “BUSINESS COMBINATIONS”. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||
The consolidated financial statements have been prepared by the Company in United States (“U.S.”) dollars and in accordance with U.S. generally accepted accounting principles (“GAAP”), applied on a consistent basis. | |||||||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and those of its subsidiaries. All significant intercompany transactions and balances have been eliminated. | |||||||||||||||||||||||||
The Company has entered into collaboration and license arrangements with other entities for various products under development. These arrangements typically include upfront and contingent milestone and royalty payments. There were no material arrangements determined to be variable interest entities. | |||||||||||||||||||||||||
Reclassifications | |||||||||||||||||||||||||
Certain reclassifications have been made to prior year amounts to conform to the current year presentation. | |||||||||||||||||||||||||
In addition, the Company has made a reclassification to the 2012 and 2011 consolidated statements of (loss) income for the presentation of proceeds from the out-license or sale of non-core products to conform to the current year presentation. To enhance comparability of the Company’s revenues and expenses from period to period and to the Company’s peers, the Company no longer records the proceeds on the sale of non-core products as Alliance and royalty revenue, with the associated costs, including the carrying amount of related assets, recorded as Cost of alliance and service revenues. Rather, effective in 2013, the Company nets the proceeds with the carrying amount of related assets and records a gain/loss on sale within Other expense. | |||||||||||||||||||||||||
As of result of this change, the Company’s 2012 and 2011 consolidated statements of (loss) income include the following reclassifications related to (i) the sale of 1% clindamycin and 5% benzoyl peroxide gel (“IDP-111”), a generic version of BenzaClin®, and 5% fluorouracil cream (“5-FU”), an authorized generic of Efudex® in February 2012 and (ii) the out-license of Cloderm Cream, 0.1% in March 2011: | |||||||||||||||||||||||||
As Initially Recorded | Reclassification | As Reclassified | |||||||||||||||||||||||
((Income) Expense) | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||
Alliance and royalty revenue | $ | (66,250 | ) | $ | (36,000 | ) | $ | 66,250 | $ | 36,000 | $ | — | $ | — | |||||||||||
Cost of alliance and service revenues | 68,820 | 30,736 | (68,820 | ) | (30,736 | ) | — | — | |||||||||||||||||
Other expense | — | — | 2,570 | (5,264 | ) | 2,570 | (5,264 | ) | |||||||||||||||||
For further information regarding the sale of IDP-111 and 5-FU and the out-license of Cloderm Cream, 0.1%, see Note 4 titled “Acquisitions and Dispositions”. | |||||||||||||||||||||||||
The reclassifications described above did not have a material impact on the Company’s previously reported results of operations and had no impact on the Company’s previously reported financial position and cash flows. | |||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||
Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. If the acquired net assets do not constitute a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. | |||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||
In preparing the Company’s consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include: provisions for product returns, rebates and chargebacks; useful lives of amortizable intangible assets and property, plant and equipment; expected future cash flows used in evaluating intangible assets for impairment; reporting unit fair values in testing goodwill for impairment; provisions for loss contingencies; provisions for income taxes, uncertain tax positions and realizability of deferred tax assets; and the allocation of the purchase price of acquired assets and businesses, including the fair value of contingent consideration. Under certain product manufacturing and supply agreements, management relies on estimates for future returns, rebates and chargebacks made by the Company’s commercialization counterparties. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s consolidated financial statements could be materially impacted. | |||||||||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||
The estimated fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values due to their short maturity periods. The fair value of acquisition-related contingent consideration is based on estimated discounted future cash flows and assessment of the probability of occurrence of potential future events. The fair values of marketable securities and long-term debt are based on quoted market prices, if available, or estimated discounted future cash flows. | |||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||
Cash and cash equivalents include certificates of deposit, treasury bills, certain money-market funds and term deposits with maturities of three months or less when purchased. | |||||||||||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. | |||||||||||||||||||||||||
The Company invests its excess cash in high-quality, money market instruments and term deposits with varying maturities, but typically less than three months. The Company maintains its cash and cash equivalents with major financial institutions. The Company has not experienced any significant losses on its cash or cash equivalents. | |||||||||||||||||||||||||
In 2012, the Company’s marketable securities portfolio included the investment in auction rate floating securities (student loans) and the investment in equity securities acquired in connection with the Medicis Acquisition. The investment in auction rate floating securities had a maximum term to maturity of 34 years. In 2013, the Company sold its entire investment in auction rate securities assumed in connection with the Medicis Acquisition. In 2011, the Company’s marketable securities portfolio included investment-grade corporate enterprise fixed income debt securities that matured within one year. | |||||||||||||||||||||||||
The Company’s accounts receivable primarily arise from product sales in the U.S. and Europe and primarily represent amounts due from wholesale distributors, retail pharmacies, government entities and group purchasing organizations. Outside of the U.S., concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the number of customers using the Company’s products, as well as their dispersion across many different geographic areas. The Company performs periodic credit evaluations of customers and does not require collateral. The Company monitors economic conditions, including volatility associated with international economies, and related impacts on the relevant financial markets and its business, especially in light of sovereign credit issues. The credit and economic conditions within Italy, Portugal, Spain and Greece, among other members of the European Union, have deteriorated. These conditions have increased, and may continue to increase, the average length of time that it takes to collect on the Company’s accounts receivable outstanding in these countries. An allowance for doubtful accounts is maintained for potential credit losses based on the aging of accounts receivable, historical bad debts experience, and changes in customer payment patterns. Accounts receivables balances are written off against the allowance when it is probable that the receivable will not be collected. | |||||||||||||||||||||||||
As of December 31, 2013 and 2012, the Company’s three largest U.S. wholesaler customers accounted for 47% and 42% of net trade receivables, respectively. In addition, as of December 31, 2013 and 2012, the Company’s net trade receivable balance from Greece, Spain, Italy and Portugal amounted to $84.5 million and $5.6 million, respectively, of which the majority has been outstanding for less than 90 days. The increase in the receivables balance for such countries was driven by the B&L Acquisition, which was consummated in August 2013. The portion of the net trade receivable from these countries that is past due more than 90 days amounted to $18.3 million as of December 31, 2013 and is primarily comprised of public hospitals. Based on analysis of bad debts experience and assessment of historical payment patterns for such customers, the Company determined that the substantial majority of such balance was collectible and, as such, the reserve established on the balance was not significant. The Company has not experienced any significant losses from uncollectible accounts in the three-year period ended December 31, 2013. | |||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories comprise raw materials, work in process, and finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. Cost for work in process and finished goods inventories includes materials, direct labor, and an allocation of overheads. Market for raw materials is replacement cost, and for work in process and finished goods is net realizable value. | |||||||||||||||||||||||||
The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. | |||||||||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||||||
Property, plant and equipment are reported at cost, less accumulated depreciation. Costs incurred on assets under construction are capitalized as construction in progress. Depreciation is calculated using the straight-line method, commencing when the assets become available for productive use, based on the following estimated useful lives: | |||||||||||||||||||||||||
Buildings | Up to 40 years | ||||||||||||||||||||||||
Machinery and equipment | 3 - 20 years | ||||||||||||||||||||||||
Other equipment | 3 - 10 years | ||||||||||||||||||||||||
Equipment on operating lease | Up to 5 years | ||||||||||||||||||||||||
Leasehold improvements and capital leases | Lesser of term of lease or 10 years | ||||||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||
Intangible assets are reported at cost, less accumulated amortization. Intangible assets with finite lives are amortized over their estimated useful lives. Amortization is calculated using the straight-line method based on the following estimated useful lives: | |||||||||||||||||||||||||
Product brands | 1 - 25 years | ||||||||||||||||||||||||
Corporate brands(1) | 4 - 20 years | ||||||||||||||||||||||||
Product rights | 1 - 15 years | ||||||||||||||||||||||||
Partner relationships | 2 - 9 years | ||||||||||||||||||||||||
Out-licensed technology and other | 3 - 10 years | ||||||||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | Corporate brands useful lives shown in the table above does not include the B&L corporate trademark, which has an indefinite useful life and is not amortizable. See note 3 “BUSINESS COMBINATIONS” for further information. | ||||||||||||||||||||||||
Sale of Non-core Products | |||||||||||||||||||||||||
The Company nets the proceeds on the sale or out-license of non-core products with the carrying amount of the related assets and records a gain/loss on sale within Other expense. Any contingent payments that are potentially due to the Company as a result of these sales are recorded when realizable. | |||||||||||||||||||||||||
IPR&D | |||||||||||||||||||||||||
The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. When the related research and development is completed, the asset will be assigned a useful life and amortized. | |||||||||||||||||||||||||
The fair value of an IPR&D intangible asset is determined using an income approach. This approach starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. The net cash flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected market competition, and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. | |||||||||||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||||||||||
Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted future cash flows. | |||||||||||||||||||||||||
Indefinite-lived intangible assets, including acquired IPR&D, are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability test. | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. | |||||||||||||||||||||||||
The Company operates in the following operating/reportable segments: Developed Markets and Emerging Markets. The Developed Markets segment consists of four reporting units based on geography, namely (i) U.S., (ii) Canada and Australia, (iii) Western Europe, and (iv) Japan. The Emerging Markets segment consists of three reporting units based on geography, namely (i) Central/Eastern Europe, Middle East and North Africa, (ii) Latin America, and (iii) Asia/South Africa. The Company estimated the fair values of its reporting units using a discounted cash flow analysis approach. These calculations contain uncertainties as they require the Company to make assumptions about future cash flows and the appropriate discount rate to reflect the risk inherent in the future cash flows. A change in any of these estimates and assumptions could produce a different fair value, which could have a material impact on the Company’s results of operations. During the fourth quarter of 2013, the Company performed its annual goodwill impairment test and determined that none of the goodwill associated with its reporting units was impaired. The goodwill recognized for the B&L Acquisition, which to date has been recorded provisionally, will be tested for impairment within twelve months of the acquisition date. | |||||||||||||||||||||||||
Deferred Financing Costs | |||||||||||||||||||||||||
Deferred financing costs are reported at cost, less accumulated amortization, and are recorded in other long-term assets. Amortization expense is included in interest expense. | |||||||||||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||||||||||
From time to time, the Company utilizes derivative financial instruments to manage its exposure to market risks, including foreign currency and interest rate exposures. The Company does not utilize derivative financial instruments for speculative purposes, nor does it enter into trades for which there is no underlying exposure. Derivative financial instruments are recorded as either assets or liabilities at fair value. The Company accounts for derivative financial instruments based on whether they meet the criteria for designation as hedging transactions, either as cash flow, net investment, or fair value hedges. Depending on the nature of the hedge, changes in the fair value of a hedged item are either offset against the change in the fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The Company did not hold any derivative financial instruments at December 31, 2013 or 2012. | |||||||||||||||||||||||||
Foreign Currency Translation | |||||||||||||||||||||||||
The assets and liabilities of the Company’s foreign operations having a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date, and at the average exchange rate for the reporting period for revenue and expense accounts. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income in shareholders’ equity. | |||||||||||||||||||||||||
Foreign currency exchange gains and losses on transactions occurring in a currency other than an operation’s functional currency are recognized in net income. | |||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectibility is reasonably assured. | |||||||||||||||||||||||||
Product Sales | |||||||||||||||||||||||||
Product sales revenue is recognized when title has transferred to the customer and the customer has assumed the risks and rewards of ownership, the timing of which is based on the specific contractual terms with each customer. In most instances, transfer of title as well as the risks and rewards of ownership occurs upon delivery of the product to the customer. Amounts received from customers as prepayments for products to be shipped in the future are recorded in deferred revenue. | |||||||||||||||||||||||||
Revenue from product sales is recognized net of provisions for estimated discounts, allowances, returns, rebates, chargebacks and distribution fees paid to certain of our wholesale customers. The Company offers discounts for prompt payment and other incentive allowances to customers. Provisions for discounts and allowances are estimated based on contractual sales terms with customers and historical payment experience. The Company allows customers to return product within a specified period of time before and after its expiration date. Provisions for returns are estimated based on historical return levels, taking into account additional available information on competitive products and contract changes. The Company has data sharing agreements with the three largest wholesalers in the U.S. Where the Company does not have data sharing agreements, it uses third party data to estimate the level of product inventories and product demand at wholesalers and retail pharmacies. The Company reviews its methodology and adequacy of the provision for returns on a quarterly basis, adjusting for changes in assumptions, historical results and business practices, as necessary. The Company is subject to rebates on sales made under governmental and commercial rebate programs, and chargebacks on sales made to government agencies, retail pharmacies and group purchasing organizations. Provisions for rebates and chargebacks are estimated based on historical experience, relevant statutes with respect to governmental pricing programs, and contractual sales terms. | |||||||||||||||||||||||||
In connection with the Medicis Acquisition, which was completed in December 2012, the Company acquired several brands, including the following aesthetics products: Dysport®, Perlane®, and Restylane®. In 2012, consistent with legacy Medicis’ historical approach, the Company recognized revenue on those products upon shipment from McKesson, the Company’s primary U.S. distributor of aesthetics products, to physicians. As part of its integration efforts, the Company implemented new strategies and business practices in the first quarter of 2013, particularly as they relate to rebate and discount programs for these aesthetics products. As a result of these changes, the criteria for revenue recognition are achieved upon shipment of these products to McKesson, and, therefore, the Company began, in 2013, recognizing revenue upon shipment of these products to McKesson. | |||||||||||||||||||||||||
The Company is party to manufacturing and supply agreements with a number of commercialization counterparties in the U.S. Under the terms of these agreements, the Company’s supply prices for its products are determined after taking into consideration estimates for future returns, rebates, and chargebacks provided by each counterparty. The Company makes adjustments as needed to state these estimates on a basis consistent with this policy and its methodology for estimating returns, rebates and chargebacks related to its own direct product sales. | |||||||||||||||||||||||||
Alliance and Royalty | |||||||||||||||||||||||||
The Company earns royalties and profit share revenue as a result of the licensing of product rights to third parties. Royalties and profit share revenue are earned at the time the related product is sold by the licensee based on the terms of the specific licensing agreement and when the Company has no future obligations with respect to the royalty or profit share. The Company relies on financial information provided by licensees to estimate the amounts due to it under the related agreements. | |||||||||||||||||||||||||
Service and Other | |||||||||||||||||||||||||
Contract manufacturing service revenue is recognized when title of the manufactured products has transferred to the customer and the customer has assumed the risks and rewards of ownership. | |||||||||||||||||||||||||
Research and development service revenue attributable to the performance of contract services is recognized as the services are performed, under the proportionate performance method of revenue recognition. Performance is measured based on units-of-work performed relative to total units-of-work contracted. Units-of-work is generally measured based on hours spent. | |||||||||||||||||||||||||
Research and Development Expenses | |||||||||||||||||||||||||
Costs related to internal research and development programs, including costs associated with the development of acquired IPR&D, are expensed as goods are delivered or services are performed. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product. | |||||||||||||||||||||||||
Amounts due from third parties as reimbursement of development activities conducted under certain research and development arrangements are recognized as a reduction of research and development expenses. | |||||||||||||||||||||||||
Legal Costs | |||||||||||||||||||||||||
Legal fees and other costs related to litigation and other legal proceedings are expensed as incurred and included in selling, general and administrative expenses. Legal costs expensed are reported net of expected insurance recoveries. A claim for insurance recovery is recognized when the claim becomes probable of realization. | |||||||||||||||||||||||||
Advertising Costs | |||||||||||||||||||||||||
Advertising costs comprise product samples, print media and promotional materials. Advertising costs related to new product launches are expensed on the first use of the advertisement. As of December 31, 2013, advertising costs of $8.8 million were recorded in Prepaid expenses and other current assets in the Company’s consolidated balance sheet. As of December 31, 2012, advertising costs recorded in Prepaid expenses and other current assets in the Company’s consolidated balance sheet were not material. | |||||||||||||||||||||||||
Advertising costs expensed in 2013, 2012 and 2011 were $277.3 million, $157.6 million and $106.3 million, respectively. These costs are included in selling, general and administrative expenses. | |||||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||||
The Company recognizes all share-based payments to employees, including grants of employee stock options and restricted share units (“RSUs”), at estimated fair value. The Company amortizes the fair value of stock option or RSU grants on a straight-line basis over the requisite service period of the individual stock option or RSU grant, which generally equals the vesting period. Stock option and RSU forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||||||||||
Share-based compensation is recorded in cost of goods sold, research and development expenses, selling, general and administrative expenses and restructuring and other costs, as appropriate. | |||||||||||||||||||||||||
Acquisition-Related Contingent Consideration | |||||||||||||||||||||||||
Acquisition-related contingent consideration, which consists primarily of potential milestone payments and royalty obligations, is recorded in the consolidated balance sheets at its acquisition date estimated fair value, in accordance with the acquisition method of accounting. The fair value of the acquisition-related contingent consideration is remeasured each reporting period, with changes in fair value recorded in the consolidated statements of (loss) income. Changes in the fair value of the acquisition-related contingent consideration obligations result from several factors including changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving specified milestone criteria. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. | |||||||||||||||||||||||||
Interest Expense | |||||||||||||||||||||||||
Interest expense includes standby fees and the amortization of debt discounts and deferred financing costs. Interest costs are expensed as incurred, except to the extent such interest is related to construction in progress, in which case interest is capitalized. The capitalized interest recorded in 2013 was not material. The Company did not capitalize any interest costs in 2012 and 2011 due to immateriality. | |||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the differences between the financial statement and income tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. A valuation allowance is provided for the portion of deferred tax assets that is more likely than not to remain unrealized. Deferred tax assets and liabilities are measured using enacted tax rates and laws. | |||||||||||||||||||||||||
The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the amount that is greater than 50% likely of being realized upon settlement. Liabilities associated with uncertain tax positions are classified as long-term unless expected to be paid within one year. Interest and penalties related to uncertain tax positions, if any, are recorded in the provision for income taxes and classified with the related liability on the consolidated balance sheets. | |||||||||||||||||||||||||
Earnings Per Share | |||||||||||||||||||||||||
Basic earnings per share attributable to Valeant Pharmaceuticals International, Inc. is calculated by dividing net income attributable to Valeant Pharmaceuticals International, Inc. by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated by dividing net income attributable to Valeant Pharmaceuticals International, Inc. by the weighted-average number of common shares outstanding during the reporting period after giving effect to dilutive potential common shares for stock options, RSUs and convertible debt, determined using the treasury stock method. | |||||||||||||||||||||||||
Comprehensive Income | |||||||||||||||||||||||||
Comprehensive income comprises net income and other comprehensive income. Other comprehensive income includes foreign currency translation adjustments, unrealized temporary holding gains and losses on available-for-sale investments and certain pension and other postretirement benefit plan adjustments. Accumulated other comprehensive income is recorded as a component of shareholders’ equity. | |||||||||||||||||||||||||
Contingencies | |||||||||||||||||||||||||
In the normal course of business, the Company is subject to loss contingencies, such as claims and assessments arising from litigation and other legal proceedings, contractual indemnities, product and environmental liabilities, and tax matters. Accruals for loss contingencies are recorded when the Company determines that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. If the estimate of the amount of the loss is a range and some amount within the range appears to be a better estimate than any other amount within the range, that amount is accrued as a liability. If no amount within the range is a better estimate than any other amount, the minimum amount of the range is accrued as a liability. These accruals are adjusted periodically as assessments change or additional information becomes available. | |||||||||||||||||||||||||
If no accrual is made for a loss contingency because one of the previous two conditions are not met, the Company will disclose contingent liabilities when there is at least a reasonable possibility that a loss or an additional loss may have been incurred. | |||||||||||||||||||||||||
Employee Benefit Plans | |||||||||||||||||||||||||
The Company sponsors various retirement and pension plans, including defined benefit pension plans, defined contribution plans and a participatory defined benefit postretirement plan. The determination of defined benefit pension and postretirement plan obligations and their associated expenses requires the use of actuarial valuations to estimate the benefits employees earn while working, as well as the present value of those benefits. Inherent in these valuations are economic assumptions including expected returns on plan assets, discount rates at which liabilities could be settled, rates of increase in healthcare costs, rates of future compensation increases as well as employee demographic assumptions such as retirement patterns, mortality and turnover. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower turnover rates or longer or shorter life spans of participants. Actual results that differ from the actuarial assumptions used are recorded as actuarial gains and losses. Net actuarial gains and losses that exceed 10 percent of the greater of the plan’s projected benefit obligations or the market-related value of assets are amortized to earnings over the shorter of the estimated future service period of the plan participants or the period until any anticipated final plan settlements. The Company reviews the assumptions annually (and more frequently if a significant event occurs) and makes any necessary changes. | |||||||||||||||||||||||||
Adoption of New Accounting Standards | |||||||||||||||||||||||||
In July 2012, the Financial Accounting Standards Board (“FASB”) issued guidance intended to simplify indefinite-lived intangible impairment testing, by allowing an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of an asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This guidance is effective for annual and interim tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not impact the Company’s financial position or results of operations. | |||||||||||||||||||||||||
In February 2013, the FASB issued guidance to improve the transparency of reporting reclassifications out of accumulated other comprehensive income, by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The guidance is effective prospectively for reporting periods beginning December 15, 2012. As this guidance relates to presentation only, the adoption of this guidance did not impact on the Company’s financial position or results of operations. | |||||||||||||||||||||||||
In July 2013, the FASB issued guidance to eliminate the diversity in practice in presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. Under the new guidance, unrecognized tax benefits will be netted against all available same-jurisdiction loss or other tax carryforward that would be utilized, rather than only against carryforwards that are created by the unrecognized tax benefits. The guidance is effective prospectively, but allows optional retrospective adoption (for all periods presented), for reporting periods beginning after December 15, 2013. As this guidance relates to presentation only, the adoption of this guidance will not impact the Company’s financial position or results of operations. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||
BUSINESS COMBINATIONS | ' | ||||||||||||||
BUSINESS COMBINATIONS | |||||||||||||||
The Company’s business strategy involves selective acquisitions with a focus on core geographies and therapeutic classes. | |||||||||||||||
(a) Business combinations in 2013 included the following: | |||||||||||||||
B&L | |||||||||||||||
Description of the Transaction | |||||||||||||||
On August 5, 2013, the Company acquired B&L, pursuant to the Merger Agreement dated May 24, 2013 (as amended), among the Company, Valeant, Stratos Merger Corp., a Delaware corporation and wholly-owned subsidiary of Valeant (“Merger Sub”), and B&L. Pursuant to the terms and conditions set forth in the Merger Agreement, B&L became a wholly-owned subsidiary of Valeant. At the effective time of this merger, each share of B&L common stock, par value $0.01 per share, issued and outstanding immediately prior to such effective time, other than any dissenting shares and any shares held by B&L, Valeant, Merger Sub or any of their subsidiaries, was converted into the right to receive its pro rata share (the “Per Share Merger Consideration”), without interest, of an aggregate purchase price equal to $8.7 billion minus B&L’s existing indebtedness for borrowed money (which was paid off by Valeant in accordance with the terms of the Merger Agreement) and related fees and costs, minus certain of B&L’s transaction expenses, minus certain payments with respect to certain cancelled B&L performance-based options (which were not outstanding immediately prior to such effective time), plus the aggregate exercise price applicable to B&L’s outstanding options immediately prior to such effective time, and plus certain cash amounts, all as further described in the Merger Agreement. The B&L Acquisition was financed with debt and equity issuances (see note 14 titled “LONG-TERM DEBT” for additional information). Each B&L restricted share and stock option, whether vested or unvested, that was outstanding immediately prior to such effective time, was cancelled and converted into the right to receive the Per Share Merger Consideration in the case of restricted shares or, in the case of stock options, the excess, if any, of the Per Share Merger Consideration over the exercise price of such stock option. | |||||||||||||||
B&L is a global eye health company that focuses primarily on the development, manufacture and marketing of eye health products, including contact lenses, contact lens care solutions, ophthalmic pharmaceuticals and ophthalmic surgical products. | |||||||||||||||
Fair Value of Consideration Transferred | |||||||||||||||
The following table indicates the consideration transferred to effect the B&L Acquisition: | |||||||||||||||
Fair Value | |||||||||||||||
Enterprise value | $ | 8,700,000 | |||||||||||||
Adjusted for the following: | |||||||||||||||
B&L’s outstanding debt, including accrued interest | (4,248,310 | ) | |||||||||||||
B&L’s company expenses | (6,377 | ) | |||||||||||||
Payment in B&L’s performance-based option(a) | (48,478 | ) | |||||||||||||
Payment for B&L’s cash balance(b) | 149,000 | ||||||||||||||
Additional cash payment(b) | 75,000 | ||||||||||||||
Other | (3,189 | ) | |||||||||||||
Equity purchase price | 4,617,646 | ||||||||||||||
Less: Cash consideration paid for B&L’s unvested stock options(c) | (4,320 | ) | |||||||||||||
Total fair value of consideration transferred | $ | 4,613,326 | |||||||||||||
___________________________________ | |||||||||||||||
(a) | The cash consideration paid for previously cancelled B&L’s performance-based options was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013. | ||||||||||||||
(b) | As defined in the Merger Agreement. | ||||||||||||||
(c) | The cash consideration paid for B&L stock options and restricted stock attributable to pre-combination services has been included as a component of purchase price. The remaining $4.3 million balance related to the acceleration of unvested stock options for B&L employees was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013. | ||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of acquisition date. The following recognized amounts are provisional and subject to change: | |||||||||||||||
• | amounts for working capital, intangible assets and property, plant and equipment pending finalization of the valuation; | ||||||||||||||
• | amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax implications of the transaction; and | ||||||||||||||
• | amount of goodwill pending the completion of the valuation of the assets acquired and liabilities assumed. | ||||||||||||||
The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recognized at the acquisition date. These changes could be significant. The Company will finalize these amounts no later than one year from the acquisition date. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Date | Adjustments(b) | 31-Dec-13 | |||||||||||||
(as previously | (as adjusted) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash and cash equivalents | $ | 209,522 | $ | (31,410 | ) | $ | 178,112 | ||||||||
Accounts receivable(c) | 547,873 | (3,499 | ) | 544,374 | |||||||||||
Inventories(d) | 675,818 | (23,729 | ) | 652,089 | |||||||||||
Other current assets(e) | 146,574 | 359 | 146,933 | ||||||||||||
Property, plant and equipment, net(f) | 761,410 | 4,618 | 766,028 | ||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(g) | 4,316,117 | 26,258 | 4,342,375 | ||||||||||||
Acquired IPR&D(h) | 398,130 | 20,122 | 418,252 | ||||||||||||
Other non-current assets | 58,757 | — | 58,757 | ||||||||||||
Current liabilities(i) | (885,578 | ) | 10,257 | (875,321 | ) | ||||||||||
Long-term debt, including current portion(j) | (4,209,852 | ) | — | (4,209,852 | ) | ||||||||||
Deferred income taxes, net(k) | (1,410,931 | ) | 24,053 | (1,386,878 | ) | ||||||||||
Other non-current liabilities(l) | (280,195 | ) | (1,068 | ) | (281,263 | ) | |||||||||
Total identifiable net assets | 327,645 | 25,961 | 353,606 | ||||||||||||
Noncontrolling interest(m) | (102,300 | ) | (400 | ) | (102,700 | ) | |||||||||
Goodwill(n) | 4,387,981 | (25,561 | ) | 4,362,420 | |||||||||||
Total fair value of consideration transferred | $ | 4,613,326 | $ | — | $ | 4,613,326 | |||||||||
________________________ | |||||||||||||||
(a) | As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. | ||||||||||||||
(b) | The measurement period adjustments primarily reflect: (i) a decrease in the net deferred tax liability, (ii) a reclassification between cash and accounts payable, (iii) a reduction in the estimated fair value of inventory, and (iv) increases in the estimated fair value of intangible assets, which included a net increase to IPR&D assets driven by a higher fair value for the next generation silicone hydrogel lens (Bausch + Lomb Ultra). The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | The fair value of trade accounts receivable acquired was $544.4 million, with the gross contractual amount being $555.6 million, of which the Company expects that $11.2 million will be uncollectible. | ||||||||||||||
(d) | Includes an estimated fair value adjustment to inventory of $273.7 million. | ||||||||||||||
(e) | Includes primarily prepaid expenses. | ||||||||||||||
(f) | The following table summarizes the provisional amounts and useful lives assigned to property, plant and equipment: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | 31-Dec-13 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Land | NA | $ | 47,407 | $ | (12,660 | ) | $ | 34,747 | |||||||
Buildings | 24 | 273,180 | (43,032 | ) | 230,148 | ||||||||||
Machinery and equipment | 5 | 273,509 | 60,459 | 333,968 | |||||||||||
Leasehold improvements | 5 | 22,455 | (92 | ) | 22,363 | ||||||||||
Equipment on operating lease | 3 | 13,792 | (57 | ) | 13,735 | ||||||||||
Construction in progress | NA | 131,067 | — | 131,067 | |||||||||||
Total property, plant and equipment acquired | $ | 761,410 | $ | 4,618 | $ | 766,028 | |||||||||
(g) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brands | 10 | $ | 1,770,164 | $ | 13,996 | $ | 1,784,160 | ||||||||
Product rights | 8 | 855,402 | 5,275 | 860,677 | |||||||||||
Corporate brand | Indefinite | 1,690,551 | 6,987 | 1,697,538 | |||||||||||
Total identifiable intangible assets acquired | 9 | $ | 4,316,117 | $ | 26,258 | $ | 4,342,375 | ||||||||
The corporate brand represents the B&L corporate trademark and has an indefinite useful life as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset. The estimated fair value was determined using the relief from royalty method. | |||||||||||||||
(h) | The significant components of the acquired IPR&D assets primarily relate to the development of (i) various vision care products ($226.5 million in the aggregate), such as the next generation silicone hydrogel lens (Bausch + Lomb Ultra), (ii) various pharmaceutical products ($171.0 million, in the aggregate), such as latanoprostene bunod, a nitric oxide-donating prostaglandin for reduction of elevated intraocular pressure in patients with glaucoma or ocular hypertension, and (iii) various surgical products ($20.8 million, in the aggregate). See note 5 titled “COLLABORATION AGREEMENTS” for further information related to the worldwide licensing agreement with NicOx, S.A. (“NicOx”) for latanoprostene bunod. A multi-period excess earnings methodology (income approach) was used to determine the estimated fair values of the acquired IPR&D assets from market participant perspective. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. A risk-adjusted discount rate of 10% was used to present value the projected cash flows. In September 2013, the U.S. Food and Drug Administration (“FDA”) approved the next generation silicone hydrogel lens (Bausch + Lomb Ultra), and the product was launched in February 2014. | ||||||||||||||
(i) | Includes accrued liabilities, including reserves for sales returns, rebates and managed care, accounts payable and accrued compensation-related liabilities. | ||||||||||||||
(j) | The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date | |||||||||||||||
Holdco unsecured term loan(1) | $ | 707,010 | |||||||||||||
U.S. dollar-denominated senior secured term loan(1) | 1,915,749 | ||||||||||||||
Euro-denominated senior secured term loan(1) | 603,952 | ||||||||||||||
U.S. dollar-denominated delayed draw term loan(1) | 398,003 | ||||||||||||||
U.S. dollar-denominated revolver loan(1) | 170,000 | ||||||||||||||
9.875% senior notes(1) | 350,000 | ||||||||||||||
Multi-currency denominated revolver loan(1) | 15,000 | ||||||||||||||
Japanese revolving credit facility(2) | 33,835 | ||||||||||||||
Debentures | 11,803 | ||||||||||||||
Other(1) | 4,500 | ||||||||||||||
Total long-term debt assumed | $ | 4,209,852 | |||||||||||||
___________________________________ | |||||||||||||||
-1 | The Company subsequently repaid these amounts in full in the third quarter of 2013. In connection with the redemption of the 9.875% senior notes, the Company recognized a loss on extinguishment of debt of $8.2 million in the third quarter of 2013. | ||||||||||||||
-2 | In the fourth quarter of 2013, the Company repaid in full the amounts outstanding. In January 2014, the Company terminated this facility. | ||||||||||||||
(k) | Comprises current net deferred tax assets ($77.3 million) and non-current net deferred tax liabilities ($1,464.2 million). | ||||||||||||||
(l) | Includes $224.2 million related to the estimated fair value of pension and other benefits liabilities. | ||||||||||||||
(m) | Represents the estimated fair value of B&L’s noncontrolling interest related primarily to Chinese joint ventures. A discounted cash flow methodology was used to determine the estimated fair values as of the acquisition date. | ||||||||||||||
(n) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | the Company’s expectation to develop and market new product brands, product lines and technology; | ||||||||||||||
• | cost savings and operating synergies expected to result from combining the operations of B&L with those of the Company; | ||||||||||||||
• | the value of the continuing operations of B&L’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, B&L’s assembled workforce). | ||||||||||||||
The provisional amount of goodwill has been allocated to the Company’s Developed Markets segment ($3,226.7 million) and Emerging Markets segment ($1,135.7 million). | |||||||||||||||
Acquisition-Related Costs | |||||||||||||||
The Company has incurred to date $14.1 million of transaction costs directly related to the B&L Acquisition, which includes expenditures for advisory, legal, valuation, accounting and other similar services. These costs have been expensed as acquisition-related costs. | |||||||||||||||
Revenue and Net Loss of B&L | |||||||||||||||
The revenues of B&L for the period from the acquisition date to December 31, 2013 were $1,345.7 million and net loss, net of tax, was $28.1 million. The net loss, net of tax, includes the effects of the acquisition accounting adjustments and acquisition-related costs. | |||||||||||||||
Other Business Combinations | |||||||||||||||
Description of the Transactions | |||||||||||||||
In the year ended December 31, 2013, the Company completed other business combinations, which included the acquisition of the following businesses, for an aggregate purchase price of $898.1 million. The aggregate purchase price included contingent consideration payment obligations with an aggregate acquisition date fair value of $59.1 million. | |||||||||||||||
• | On April 25, 2013, the Company acquired all of the outstanding shares of Obagi Medical Products, Inc. (“Obagi”) at a price of $24.00 per share in cash. The aggregate purchase price paid by the Company was approximately $437.1 million. Obagi is a specialty pharmaceutical company that develops, markets, and sells topical aesthetic and therapeutic skin-health systems with a product portfolio of dermatology brands including Obagi Nu-Derm®, Condition & Enhance®, Obagi-C® Rx, ELASTIDerm® and Obagi CLENZIDerm®. | ||||||||||||||
• | On February 20, 2013, the Company acquired certain assets from Eisai Inc. (“Eisai”) relating to the U.S. rights to Targretin®, which is indicated for the treatment of Cutaneous T-Cell Lymphoma. The consideration includes up-front payments of $66.5 million and the Company may pay up to an additional $60.0 million of contingent consideration based on the occurrence of potential future events. The fair value of the contingent consideration was determined to be $50.8 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. | ||||||||||||||
• | On February 1, 2013, the Company acquired Natur Produkt International, JSC (“Natur Produkt”), a specialty pharmaceutical company in Russia, for a purchase price of $149.9 million, including a $20.0 million contingent refund of purchase price relating to the outcome of certain litigation involving AntiGrippin® that commenced prior to the acquisition. Subsequent to the acquisition, during the three-month period ended March 31, 2013, the litigation was resolved, and the $20.0 million was refunded back to the Company. Natur Produkt’s key brand products include AntiGrippin®, Anti-Angin®, Sage™ and Eucalyptus MA™. | ||||||||||||||
• | During the year ended December 31, 2013, the Company completed other smaller acquisitions which are not material individually or in the aggregate. These acquisitions are included in the aggregated amounts presented below. | ||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
These transactions have been accounted for as business combinations under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the business combinations, in the aggregate, as of the applicable acquisition dates. The following recognized amounts related to certain smaller acquisitions, are provisional and subject to change: | |||||||||||||||
• | amounts for intangible assets, inventories and working capital adjustments pending finalization of the valuation; | ||||||||||||||
• | amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax implications of the transaction; and | ||||||||||||||
• | amount of goodwill pending the completion of the valuation of the assets acquired and liabilities assumed. | ||||||||||||||
The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition dates may result in retrospective adjustments to the provisional amounts recognized at the acquisition dates. These changes could be significant. The Company will finalize these amounts no later than one year from the respective acquisition dates. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Dates | Adjustments(a) | December 31, 2013 | |||||||||||||
(as adjusted) | |||||||||||||||
Cash | $ | 43,071 | $ | — | $ | 43,071 | |||||||||
Accounts receivable(b) | 64,049 | 1,273 | 65,322 | ||||||||||||
Inventories | 33,559 | 2,080 | 35,639 | ||||||||||||
Other current assets | 13,965 | (5 | ) | 13,960 | |||||||||||
Property, plant and equipment | 13,950 | (11 | ) | 13,939 | |||||||||||
Identifiable intangible assets, excluding acquired IPR&D(c) | 722,942 | 3,784 | 726,726 | ||||||||||||
Acquired IPR&D(d) | 18,714 | 237 | 18,951 | ||||||||||||
Indemnification assets | 3,201 | (683 | ) | 2,518 | |||||||||||
Other non-current assets | 185 | 3,666 | 3,851 | ||||||||||||
Current liabilities | (36,234 | ) | (371 | ) | (36,605 | ) | |||||||||
Short-term borrowings(e) | (33,321 | ) | 546 | (32,775 | ) | ||||||||||
Long-term debt(e) | (24,018 | ) | (91 | ) | (24,109 | ) | |||||||||
Deferred tax liability, net | (147,801 | ) | (4,747 | ) | (152,548 | ) | |||||||||
Other non-current liabilities | (1,453 | ) | — | (1,453 | ) | ||||||||||
Total identifiable net assets | 670,809 | 5,678 | 676,487 | ||||||||||||
Noncontrolling interest(f) | (11,196 | ) | — | (11,196 | ) | ||||||||||
Goodwill(g) | 224,291 | 8,549 | 232,840 | ||||||||||||
Total fair value of consideration transferred | $ | 883,904 | $ | 14,227 | $ | 898,131 | |||||||||
________________________ | |||||||||||||||
(a) | The measurement period adjustments primarily reflect an increase in the total fair value of consideration transferred with respect to the Natur Produkt acquisition pursuant to a purchase price adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $65.3 million, with the gross contractual amount being $68.3 million, of which the Company expects that $3.0 million will be uncollectible. | ||||||||||||||
(c) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Dates | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 7 | $ | 517,232 | $ | 3,029 | $ | 520,261 | ||||||||
Corporate brand | 13 | 86,129 | 755 | 86,884 | |||||||||||
Patents | 3 | 71,676 | — | 71,676 | |||||||||||
Royalty Agreement | 5 | 26,466 | — | 26,466 | |||||||||||
Partner relationships | 5 | 16,000 | — | 16,000 | |||||||||||
Technology | 10 | 5,439 | — | 5,439 | |||||||||||
Total identifiable intangible assets acquired | 8 | $ | 722,942 | $ | 3,784 | $ | 726,726 | ||||||||
(d) | The acquired IPR&D assets relate to the Obagi and Natur Produkt acquisitions. Obagi’s acquired IPR&D assets primarily relate to the development of dermatology products for anti-aging and suncare. Natur Produkt’s acquired IPR&D assets include a product indicated for the prevention of viral diseases, specifically cold and flu, and a product indicated for the treatment of inflammation and muscular disorders. | ||||||||||||||
(e) | Short-term borrowings and long-term debt primarily relate to the Natur Produkt acquisition. In March 2013, the Company settled all of Natur Produkt’s outstanding third party short-term borrowings and long-term debt. | ||||||||||||||
(f) | Represents the estimated fair value of noncontrolling interest related to a smaller acquisition completed in the third quarter of 2013. | ||||||||||||||
(g) | The goodwill relates primarily to the Obagi and Natur Produkt acquisitions. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of Obagi’s and Natur Produkt’s goodwill is expected to be deductible for tax purposes. The goodwill recorded from the Obagi and the Natur Produkt acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. | ||||||||||||||
The amount of goodwill from the Eisai acquisition has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the Natur Produkt acquisition has been allocated to the Company’s Emerging Markets segment. The amount of goodwill from the Obagi acquisition has been allocated primarily to the Company’s Developed Markets segment. | |||||||||||||||
Acquisition-Related Costs | |||||||||||||||
The Company has incurred to date $11.3 million, in the aggregate, of transaction costs directly related to these business combinations, which includes expenditures for advisory, legal, valuation, accounting and other similar services. These costs have been expensed as acquisition-related costs. | |||||||||||||||
Revenue and Earnings | |||||||||||||||
The revenues of these business combinations for the period from the respective acquisition dates to December 31, 2013 were $269.4 million, in the aggregate, and earnings, net of tax, were $39.2 million, in the aggregate. The earnings, net of tax, include the effects of the acquisition accounting adjustments and acquisition-related costs. | |||||||||||||||
(b) Business combinations in 2012 included the following: | |||||||||||||||
Medicis | |||||||||||||||
Description of the Transaction | |||||||||||||||
On December 11, 2012, the Company acquired all of the outstanding common stock of Medicis for $44.00 per share (“Medicis Per Share Consideration”) for cash. Pursuant to the Agreement and Plan of Merger, dated September 2, 2012, among the Company, the Company’s subsidiary Valeant, Merlin Merger Sub, Inc. (“Merlin Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Valeant, and Medicis, on December 11, 2012, Merlin Merger Sub merged with and into Medicis, with Medicis continuing as the surviving entity and wholly-owned subsidiary of Valeant. At the effective time of this merger, each share of Medicis Class A common stock, par value $0.014 per share, issued and outstanding immediately prior to such effective time, was converted into the right to receive the Medicis Per Share Merger Consideration in cash, without interest. Each Medicis stock option and stock appreciation right, whether vested or unvested, that was outstanding immediately prior to such effective time, was cancelled and converted into the right to receive the excess, if any, of the Medicis Per Share Consideration over the exercise price of such stock option or stock appreciation right, as applicable. Each Medicis restricted share, whether vested or unvested, that was outstanding immediately prior to such effective time, was cancelled and converted into the right to receive the Medicis Per Share Consideration. | |||||||||||||||
Medicis is a specialty pharmaceutical company that focuses primarily on the development and marketing in the U.S. and Canada of products for the treatment of dermatological and aesthetic conditions. Medicis offers a broad range of products addressing various conditions or aesthetics improvements, including acne, actinic keratosis, facial wrinkles, glabellar lines, fungal infections, hyperpigmentation, photoaging, psoriasis, bronchospasms, external genital and perianal warts/condyloma acuminate, seborrheic dermatitis and cosmesis (improvement in the texture and appearance of skin). Medicis’ primary brands are Solodyn®, Restylane®, Perlane®, Ziana®, Dysport® and Zyclara®. | |||||||||||||||
Fair Value of Consideration Transferred | |||||||||||||||
The following table indicates the consideration transferred to effect the acquisition of Medicis: | |||||||||||||||
(Number of shares, stock options and restricted | Conversion | Fair | |||||||||||||
share units in thousands) | Calculation | Value | |||||||||||||
Number of common shares of Medicis outstanding as of acquisition date | 57,135 | ||||||||||||||
Multiplied by Medicis Per Share Consideration | $ | 44 | $ | 2,513,946 | |||||||||||
Number of stock options of Medicis cancelled and exchanged for cash(a) | 3,152 | 33,052 | |||||||||||||
Number of outstanding restricted shares cancelled and exchanged for cash(a) | 1,974 | 31,881 | |||||||||||||
Total fair value of consideration transferred | $ | 2,578,879 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | The cash consideration paid for Medicis stock options and restricted shares attributable to pre-combination services has been included as a component of purchase price. The remaining $77.3 million balance related to the acceleration of unvested stock options, restricted stock awards, and share appreciation rights for Medicis employees that was triggered by the change in control was recognized as a post-combination expense within Restructuring, integration and other costs in the fourth quarter of 2012. | ||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Date | Adjustments(b) | December 31, 2013 | |||||||||||||
(as previously | (as adjusted) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash and cash equivalents | $ | 169,583 | $ | — | $ | 169,583 | |||||||||
Accounts receivable(c) | 81,092 | 9,116 | 90,208 | ||||||||||||
Inventories(d) | 145,157 | (7,635 | ) | 137,522 | |||||||||||
Short-term and long-term investments(e) | 626,559 | — | 626,559 | ||||||||||||
Income taxes receivable | 40,416 | — | 40,416 | ||||||||||||
Other current assets(f) | 74,622 | — | 74,622 | ||||||||||||
Property and equipment, net | 8,239 | (5,625 | ) | 2,614 | |||||||||||
Identifiable intangible assets, excluding acquired IPR&D(g) | 1,390,724 | (21,843 | ) | 1,368,881 | |||||||||||
Acquired IPR&D(h) | 153,817 | 5,992 | 159,809 | ||||||||||||
Other non-current assets | 616 | — | 616 | ||||||||||||
Current liabilities(i) | (453,909 | ) | (12,375 | ) | (466,284 | ) | |||||||||
Long-term debt, including current portion(j) | (777,985 | ) | — | (777,985 | ) | ||||||||||
Deferred income taxes, net | (205,009 | ) | 12,204 | (192,805 | ) | ||||||||||
Other non-current liabilities | (8,841 | ) | — | (8,841 | ) | ||||||||||
Total identifiable net assets | 1,245,081 | (20,166 | ) | 1,224,915 | |||||||||||
Goodwill(k) | 1,333,798 | 20,166 | 1,353,964 | ||||||||||||
Total fair value of consideration transferred | $ | 2,578,879 | $ | — | $ | 2,578,879 | |||||||||
______________________ | |||||||||||||||
(a) | As previously reported in the 2012 Form 10-K. | ||||||||||||||
(b) | The measurement period adjustments primarily reflect: (i) reductions in the estimated fair value of a product brand intangible asset and property and equipment; (ii) changes in estimated inventory reserves; (iii) changes in certain assumptions impacting the fair value of acquired IPR&D; (iv) additional information obtained with respect to the valuation of certain pre-acquisition contingent assets, as well as legal and milestone obligations; and (v) the tax impact of pre-tax measurement period adjustments. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | The fair value of trade accounts receivable acquired was $90.2 million, with the gross contractual amount being $90.3 million, of which the Company expects that $0.1 million will be uncollectible. | ||||||||||||||
(d) | Includes an estimated fair value adjustment to inventory of $104.6 million. | ||||||||||||||
(e) | Short-term and long-term investments consist of corporate and various government agency and municipal debt securities, investments in auction rate floating securities (student loans), and investments in equity securities. Subsequent to the acquisition date, the Company liquidated these investments for proceeds of $615.4 million, $9.0 million and $8.0 million in the fourth quarter of 2012, the first quarter of 2013, and the second quarter of 2013, respectively. | ||||||||||||||
(f) | Includes prepaid expenses and an asset related to a supplemental executive retirement program. The supplemental executive retirement program was settled as of December 31, 2012. | ||||||||||||||
(g) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
In-licensed products | 11 | $ | 633,429 | $ | 2,283 | $ | 635,712 | ||||||||
Product brands | 8 | 491,627 | (24,877 | ) | 466,750 | ||||||||||
Patents | 5 | 224,985 | 1,148 | 226,133 | |||||||||||
Corporate brands | 14 | 40,683 | (397 | ) | 40,286 | ||||||||||
Total identifiable intangible assets acquired | 9 | $ | 1,390,724 | $ | (21,843 | ) | $ | 1,368,881 | |||||||
(h) | The significant components of the acquired IPR&D assets relate to the development of dermatology products, such as Luliconazole, a new imidazole, antimycotic cream for the treatment of tinea cruris, pedis and corporis, and Metronidazole 1.3%, a topical antibiotic for the treatment of bacterial vaginosis ($136.9 million, in the aggregate), and the development of aesthetics programs ($22.9 million). A New Drug Application (“NDA”) for Luliconazole was submitted to the FDA on December 11, 2012. In November 2013, the FDA approved the NDA for Luliconazole, which triggered the commencement of amortization. A multi-period excess earnings methodology (income approach) was primarily used to determine the estimated fair values of the acquired IPR&D assets. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. Risk-adjusted discount rates of 10% - 11% were used to present value the projected cash flows. On April 30, 2013, the Company agreed to sell the worldwide rights in its Metronidazole 1.3% Vaginal Gel antibiotic development product, a topical antibiotic for the treatment of bacterial vaginosis, to Actavis Specialty Brands for approximately $55 million, which includes upfront and certain milestone payments, and minimum royalties for the first three years of commercialization. For further details, see note 27 titled “SUBSEQUENT EVENTS AND PENDING TRANSACTIONS”. | ||||||||||||||
(i) | Includes accounts payable, a liability for a supplemental executive retirement program, a liability for stock appreciation rights, deferred revenue, accrued liabilities, and reserves for sales returns, rebates, managed care and Medicaid. The supplemental executive retirement program was settled as of December 31, 2012. | ||||||||||||||
(j) | The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date | |||||||||||||||
1.375% Convertible Senior Notes(1) | $ | 546,668 | |||||||||||||
2.50% Contingent Convertible Senior Notes(1) | 231,111 | ||||||||||||||
1.50% Contingent Convertible Senior Notes(1) | 206 | ||||||||||||||
Total long-term debt assumed | $ | 777,985 | |||||||||||||
____________________________________ | |||||||||||||||
-1 | During the period from the acquisition date to December 31, 2013, the Company redeemed the 2.50% Contingent Convertible Senior Notes, the 1.50% Contingent Convertible Senior Notes and a portion of the 1.375% Convertible Senior Notes. For further details, see note 14 titled “LONG-TERM DEBT”. | ||||||||||||||
(k) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Medicis with those of the Company; | ||||||||||||||
• | the value of the continuing operations of Medicis’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Medicis’ assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Developed Markets segment. | |||||||||||||||
OraPharma | |||||||||||||||
Description of the Transaction | |||||||||||||||
On June 18, 2012, the Company acquired all of the outstanding common stock and preferred stock of OraPharma Topco Holdings, Inc. (“OraPharma”), a specialty oral health company located in the U.S. that develops and commercializes products that improve and maintain oral health. Pursuant to the Agreement and Plan of Merger, dated June 14, 2012, by and among Valeant, Orange Acquisition, Inc. (“Orange Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Valeant, OraPharma and a representative of the shareholder of Orapharma, Orange Merger Sub merged with and into OraPharma with OraPharma continuing as the surviving entity and wholly-owned subsidiary of Valeant. The Company made an up-front payment of $289.3 million, and the Company may pay a series of contingent consideration payments of up to $114.0 million based on certain milestones, including certain revenue targets. The fair value of the contingent consideration was determined to be $99.2 million as of the acquisition date, for a total fair value of consideration transferred of $388.5 million. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. The Company also repaid at the closing $37.9 million of assumed debt. During the year ended December 31, 2013, the Company made contingent consideration payments of $40.0 million, in the aggregate. | |||||||||||||||
OraPharma’s lead product is Arestin®, a locally administered antibiotic for the treatment of periodontitis that utilizes an advanced controlled-release delivery system and is indicated for use in conjunction with scaling and root planing for the treatment of adult periodontitis. | |||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Date | Adjustments(b) | December 31, 2012 | |||||||||||||
(as previously | (as adjusted)(a) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash | $ | 14,119 | $ | — | $ | 14,119 | |||||||||
Accounts receivable(c) | 10,348 | — | 10,348 | ||||||||||||
Inventories | 3,222 | (685 | ) | 2,537 | |||||||||||
Other current assets | 4,063 | 22 | 4,085 | ||||||||||||
Property and equipment | 8,181 | — | 8,181 | ||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(d) | 466,408 | (64,095 | ) | 402,313 | |||||||||||
Acquired IPR&D(e) | 15,464 | 13,151 | 28,615 | ||||||||||||
Other non-current assets | 1,862 | — | 1,862 | ||||||||||||
Current liabilities | (9,675 | ) | (395 | ) | (10,070 | ) | |||||||||
Long-term debt, including current portion(f) | (37,868 | ) | — | (37,868 | ) | ||||||||||
Deferred income taxes, net | (173,907 | ) | 18,386 | (155,521 | ) | ||||||||||
Other non-current liabilities | (158 | ) | — | (158 | ) | ||||||||||
Total identifiable net assets | 302,059 | (33,616 | ) | 268,443 | |||||||||||
Goodwill(g) | 86,802 | 33,255 | 120,057 | ||||||||||||
Total fair value of consideration transferred | $ | 388,861 | $ | (361 | ) | $ | 388,500 | ||||||||
______________________ | |||||||||||||||
(a) | As previously reported in the 2012 Form 10-K. The Company has not recognized any measurement period adjustments in 2013 to the amounts previously reported in the 2012 Form 10-K. | ||||||||||||||
(b) | The measurement period adjustments primarily reflect: (i) changes in the estimated fair value of the Arestin® product brand; (ii) the reclassification of intangible assets from product brands to IPR&D; (iii) a decrease in the total fair value of consideration transferred due to a working capital adjustment; and (iv) the tax impact of pre-tax measurement period adjustments. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | Both the fair value and gross contractual amount of trade accounts receivable acquired were $10.3 million, as the Company expects that the amount to be uncollectible is negligible. | ||||||||||||||
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2012 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brand | 12 | $ | 446,958 | $ | (62,450 | ) | $ | 384,508 | |||||||
Corporate brand | 15 | 19,450 | (1,645 | ) | 17,805 | ||||||||||
Total identifiable intangible assets acquired | 12 | $ | 466,408 | $ | (64,095 | ) | $ | 402,313 | |||||||
(e) | The IPR&D assets primarily relate to the development of Arestin® ER, which is indicated for oral hygiene use and Arestin® Peri-Implantitis, which is indicated for anti-inflammatory and anti-bacterial use. | ||||||||||||||
(f) | Effective June 18, 2012, the Company terminated the credit facility agreement, repaid the assumed debt outstanding and cancelled the undrawn credit facilities. | ||||||||||||||
(g) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of OraPharma with those of the Company; | ||||||||||||||
• | the value of the continuing operations of OraPharma’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, OraPharma’s assembled workforce). | ||||||||||||||
The amount of goodwill has been allocated to the Company’s Developed Markets segment. | |||||||||||||||
Other Business Combinations | |||||||||||||||
Description of the Transactions | |||||||||||||||
In the year ended December 31, 2012, the Company completed other business combinations, which included the following businesses, as well as other smaller acquisitions, for an aggregate purchase price of $807.5 million. The aggregate purchase price included contingent consideration obligations with an aggregate acquisition date fair value of $44.2 million. | |||||||||||||||
• | On October 2, 2012, the Company acquired certain assets from Johnson & Johnson Consumer Companies, Inc. (“J&J ROW”) for a purchase price of $41.7 million, relating to the rights in various ex-North American territories to the OTC consumer brands Caladryl® and Shower to Shower®. | ||||||||||||||
• | On September 28, 2012, the Company acquired certain assets from Johnson & Johnson Consumer Companies, Inc. (“J&J North America”) for a purchase price of $107.3 million, relating to the U.S. and Canadian rights to the OTC consumer brands Ambi®, Caladryl®, Corn Huskers®, Cortaid®, Purpose® and Shower to Shower®. | ||||||||||||||
• | On September 24, 2012, the Company acquired certain assets from QLT Inc. and QLT Ophthalmics, Inc. (collectively, “QLT”) relating to Visudyne®, which is used to treat abnormal growth of leaky blood vessels in the eye caused by wet age-related macular degeneration. The consideration paid included up-front payments of $62.5 million for the assets related to the rights to the product in the U.S. and $50.0 million for the assets related to the rights to the product outside the U.S. The Company may pay a series of contingent payments of up to $20.0 million relating to non-U.S. royalties and development milestones for QLT’s laser program in the U.S. In addition, the Company will pay royalties on sales of potential new indications for Visudyne® in the U.S. The fair value of the contingent consideration was determined to be $7.9 million as of the acquisition date. During 2013, the assumptions used for determining the fair value of the contingent consideration have been adjusted to reflect a lower estimated probability of achieving the milestones, which resulted in a net gain of $7.5 million which was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. | ||||||||||||||
• | On May 23, 2012, the Company acquired certain assets from University Medical Pharmaceuticals Corp. (“University Medical”), a specialty pharmaceutical company located in the U.S. focused on skincare products, including the rights to University Medical’s main brand AcneFree™, a retail OTC acne treatment. The consideration includes up-front payments of $65.0 million, and the Company may pay a series of contingent consideration payments of up to $40.0 million if certain net sales milestones are achieved. The fair value of the contingent consideration was determined to be $1.5 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. | ||||||||||||||
• | On May 2, 2012, the Company acquired certain assets from Atlantis Pharma (“Atlantis”), a branded generics pharmaceutical company located in Mexico, for up-front payments of $65.5 million (MXN$847.3 million), and the Company placed an additional $8.9 million (MXN$114.7 million) into an escrow account. The amounts in escrow will be paid to the sellers only if certain regulatory milestones are achieved and therefore such amounts were treated as contingent consideration. The fair value of the contingent consideration was determined to be $7.6 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. Since the acquisition date, certain amounts have been released from escrow to the sellers, reducing the escrow balance to $8.2 million as of December 31, 2013. The escrow balance is treated as restricted cash and is included in Prepaid expenses and other current assets and Other long-term assets, net in the Company’s consolidated balance sheets. Atlantis has a broad product portfolio, including products in gastro, analgesics and anti-inflammatory therapeutic categories. | ||||||||||||||
• | On March 13, 2012, the Company acquired certain assets from Gerot Lannach, a branded generics pharmaceutical company based in Austria. The Company made an up-front payment of $164.0 million (€125.0 million), and the Company may pay a series of contingent consideration payments of up to $19.7 million (€15.0 million) if certain net sales milestones are achieved. The fair value of the contingent consideration was determined to be $16.8 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. During the year ended December 31, 2013, the Company made contingent consideration payments of $20.1 million (€15.0 million), in the aggregate. There are no remaining contingent consideration payments under this arrangement. As part of the transaction, the Company also entered into a ten-year exclusive supply agreement with Gerot Lannach for the acquired products. Approximately 90% of sales relating to the acquired assets are in Russia, with sales also made in certain Commonwealth of Independent States (CIS) countries including Kazakhstan and Uzbekistan. Gerot Lannach’s largest product is acetylsalicylic acid, a low dose aspirin. | ||||||||||||||
• | On February 1, 2012, the Company acquired Probiotica Laboratorios Ltda. (“Probiotica”), which markets OTC sports nutrition products and other food supplements in Brazil, for a purchase price of $90.5 million (R$158.0 million). | ||||||||||||||
• | During the year ended December 31, 2012, the Company completed other smaller acquisitions which are not material individually or in the aggregate. These acquisitions are included in the aggregated amounts presented below. | ||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
These transactions have been accounted for as business combinations under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the other business combinations, in the aggregate, as of the acquisition dates. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Dates | Adjustments(b) | 31-Dec-13 | |||||||||||||
(as previously | (as adjusted) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash and cash equivalents | $ | 7,255 | $ | (258 | ) | $ | 6,997 | ||||||||
Accounts receivable(c) | 29,846 | (17 | ) | 29,829 | |||||||||||
Assets held for sale(d) | 15,566 | — | 15,566 | ||||||||||||
Inventories | 64,819 | (8,091 | ) | 56,728 | |||||||||||
Other current assets | 2,524 | — | 2,524 | ||||||||||||
Property, plant and equipment | 9,027 | — | 9,027 | ||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(e) | 666,619 | 1,527 | 668,146 | ||||||||||||
Acquired IPR&D | 1,234 | — | 1,234 | ||||||||||||
Indemnification assets(f) | 27,901 | — | 27,901 | ||||||||||||
Other non-current assets | 21 | — | 21 | ||||||||||||
Current liabilities | (32,146 | ) | (350 | ) | (32,496 | ) | |||||||||
Long-term debt | (920 | ) | — | (920 | ) | ||||||||||
Liability for uncertain tax position | (6,682 | ) | 6,682 | — | |||||||||||
Other non-current liabilities(f) | (28,523 | ) | — | (28,523 | ) | ||||||||||
Deferred income taxes, net | (10,933 | ) | 373 | (10,560 | ) | ||||||||||
Total identifiable net assets | 745,608 | (134 | ) | 745,474 | |||||||||||
Goodwill(g) | 70,600 | (8,587 | ) | 62,013 | |||||||||||
Total fair value of consideration transferred | $ | 816,208 | $ | (8,721 | ) | $ | 807,487 | ||||||||
________________________ | |||||||||||||||
(a) | As previously reported in the 2012 Form 10-K. | ||||||||||||||
(b) | The measurement period adjustments primarily relate to the Probiotica acquisition and primarily reflect: (i) the elimination of the liability for uncertain tax positions; (ii) the changes in the estimated fair value of the corporate brand intangible asset; and (iii) a decrease in the total fair value of consideration transferred due to a working capital adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | The fair value of trade accounts receivable acquired was $29.8 million, with the gross contractual amount being $31.1 million, of which the Company expects that $1.3 million will be uncollectible. | ||||||||||||||
(d) | Assets held for sale relate to a product brand acquired in the Atlantis acquisition. Subsequent to that acquisition, the plan of sale changed, and the Company no longer intends to sell the asset. Consequently, the product brand was not classified as an asset held for sale as of December 31, 2012. | ||||||||||||||
(e) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brands | 10 | $ | 456,720 | $ | (1,325 | ) | $ | 455,395 | |||||||
Corporate brands | 12 | 31,934 | 3,725 | 35,659 | |||||||||||
Product rights | 10 | 109,274 | (873 | ) | 108,401 | ||||||||||
Royalty agreement | 9 | 36,277 | — | 36,277 | |||||||||||
Partner relationships | 5 | 32,414 | — | 32,414 | |||||||||||
Total identifiable intangible assets acquired | 10 | $ | 666,619 | $ | 1,527 | $ | 668,146 | ||||||||
(f) | Other non-current liabilities, and the corresponding indemnification assets, primarily relate to certain asserted and unasserted claims against Probiotica, which include potential tax-related obligations that existed at the acquisition date. The Company is indemnified by the sellers in accordance with indemnification provisions under its contractual arrangements. Indemnification assets and contingent liabilities were recorded at the same amount and classified in the same manner, as components of the purchase price, representing our best estimates of these amounts at the acquisition date, in accordance with guidance for loss contingencies and uncertain tax positions. Under the Company’s contractual arrangement with Probiotica, there is no limitation on the amount or value of indemnity claims that can be made by the Company; however there is a time restriction of either two or five years, depending on the nature of the claim. Approximately $12.9 million (R$22.5 million) of the purchase price for the Probiotica transaction from the date of acquisition had been placed in escrow in accordance with the indemnification provisions, of which 50% was released to the sellers in February 2013. The Company expects the total amount of such indemnification assets to be collectible from the sellers. | ||||||||||||||
(g) | The goodwill relates primarily to the Probiotica acquisition. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company expects that the Probiotica’s goodwill will be deductible for tax purposes. The goodwill recorded from the J&J ROW, J&J North America, QLT, University Medical, Atlantis and Gerot Lannach acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. Probiotica’s goodwill recorded represents the following: | ||||||||||||||
• | the Company’s expectation to develop and market new product brands and product lines in the future; | ||||||||||||||
• | the value associated with the Company’s ability to develop relationships with new customers; | ||||||||||||||
• | the value of the continuing operations of Probiotica’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Probiotica’s assembled workforce). | ||||||||||||||
The amount of the goodwill from the J&J North America, QLT and University Medical acquisitions has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the J&J ROW, Probiotica, Atlantis and Gerot Lannach acquisitions has been allocated to the Company’s Emerging Markets segment. | |||||||||||||||
(c) Business combinations in 2011 included the following: | |||||||||||||||
iNova | |||||||||||||||
Description of the Transaction | |||||||||||||||
On December 21, 2011, the Company acquired iNova from Archer Capital, Ironbridge Capital and other minority management shareholders. The Company made upfront payments of $656.7 million (AUD$657.9 million) and the Company may pay a series of potential milestones of up to $59.9 million (AUD$60.0 million) based on the success of pipeline activities, product registrations and overall revenue. The fair value of the contingent consideration was determined to be $44.5 million as of the acquisition date, for a total fair value of consideration transferred of $701.2 million. For the years ended December 31, 2013 and 2012, the Company recognized a net gain of $5.5 million and $10.3 million, respectively, primarily due to changes in the estimated probability of achieving the milestones. The net gain was recognized as Acquisition-related contingent consideration in the consolidated statement of (loss) income. | |||||||||||||||
In connection with the transaction, in November and December 2011, the Company entered into foreign currency forward-exchange contracts to buy AUD$625.0 million, which were settled on December 20, 2011. The Company recorded a $16.4 million foreign exchange gain on the settlement of these contracts, which was recognized in Foreign exchange and other in the consolidated statements of (loss) income for the year ended December 31, 2011. | |||||||||||||||
iNova sells and distributes a range of prescription and OTC products in Australia, New Zealand, Asia and South Africa, including leading therapeutic weight management brands such as Duromine®/Metermine®, as well as leading OTC brands in the cold and cough area, such as Difflam®, Duro-Tuss® and Rikodeine®. | |||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Cash and cash equivalents | $ | 8,792 | |||||||||||||
Accounts receivable(b) | 30,525 | ||||||||||||||
Inventories | 41,987 | ||||||||||||||
Property, plant and equipment(c) | 14,508 | ||||||||||||||
Identifiable intangible assets(d) | 421,762 | ||||||||||||||
Deferred income taxes, net | 15,893 | ||||||||||||||
Current liabilities | (34,213 | ) | |||||||||||||
Total identifiable net assets | 499,254 | ||||||||||||||
Goodwill(e) | 201,927 | ||||||||||||||
Total fair value of consideration transferred | $ | 701,181 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $30.5 million, with the gross contractual amount being $31.5 million, of which the Company expects that $1.0 million will be uncollectible. | ||||||||||||||
(c) | Property, plant and equipment includes a manufacturing facility, included in the Developed Markets segment, which was subsequently sold during the third quarter of 2012 for $10.2 million, which equaled its carrying amount. | ||||||||||||||
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 8 | $ | 416,064 | ||||||||||||
Corporate brands | 4 | 5,698 | |||||||||||||
Total identifiable intangible assets acquired | 8 | $ | 421,762 | ||||||||||||
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of iNova with those of the Company; | ||||||||||||||
• | the value of the continuing operations of iNova’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, iNova’s assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Developed Markets segment ($119.5 million) and the Company’s Emerging Markets segment ($82.4 million). | |||||||||||||||
Dermik | |||||||||||||||
Description of the Transaction | |||||||||||||||
On December 16, 2011, the Company acquired Dermik, a dermatological unit of Sanofi in the U.S. and Canada, as well as the worldwide rights to Sculptra® and Sculptra® Aesthetic, for a total cash purchase price of approximately $421.6 million. The acquisition includes Dermik’s inventories and manufacturing facility located in Laval, Quebec. In connection with the acquisition of Dermik, the Company was required by the Federal Trade Commission (“FTC”) to divest IDP-111, a generic version of BenzaClin®, and 5-FU, an authorized generic of Efudex®. For further details, see note 4 titled “ACQUISITIONS AND DISPOSITIONS”. | |||||||||||||||
Dermik is a leading global medical dermatology business focused on the manufacturing, marketing and sale of therapeutic and aesthetic dermatology products. | |||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Inventories | $ | 28,568 | |||||||||||||
Property, plant and equipment | 39,581 | ||||||||||||||
Identifiable intangible assets(b) | 343,649 | ||||||||||||||
Deferred tax liability | (1,262 | ) | |||||||||||||
Total identifiable net assets | 410,536 | ||||||||||||||
Goodwill(c) | 11,076 | ||||||||||||||
Total fair value of consideration transferred | $ | 421,612 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 9 | $ | 294,288 | ||||||||||||
Product rights | 5 | 34,084 | |||||||||||||
Manufacturing agreement | 5 | 15,277 | |||||||||||||
Total identifiable intangible assets acquired | 9 | $ | 343,649 | ||||||||||||
(c) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company expects that $6.4 million of the goodwill will be deductible for tax purposes in Canada. The goodwill recorded represents primarily the value of Dermik’s assembled workforce. The goodwill has been allocated to the Company’s Developed Markets segment. | ||||||||||||||
Ortho Dermatologics | |||||||||||||||
Description of the Transaction | |||||||||||||||
On December 12, 2011, the Company acquired assets of the Ortho Dermatologics division of Janssen Pharmaceuticals, Inc. (“Janssen”), for a total cash purchase price of approximately $345.2 million. The assets acquired included prescription brands Retin-A Micro®, Ertaczo®, Renova® and Biafine®. | |||||||||||||||
Ortho Dermatologics is a leader in the field of dermatology and, over the years, has developed several products to treat skin disorders and dermatologic conditions. | |||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Inventories | $ | 6,169 | |||||||||||||
Property, plant and equipment | 206 | ||||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(b) | 333,599 | ||||||||||||||
Acquired IPR&D(c) | 4,318 | ||||||||||||||
Deferred tax liability | (1,690 | ) | |||||||||||||
Total identifiable net assets | 342,602 | ||||||||||||||
Goodwill(d) | 2,592 | ||||||||||||||
Total fair value of consideration transferred | $ | 345,194 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The identifiable intangible assets acquired relate to product brands intangible assets with an estimated weighted-average useful life of approximately nine years. | ||||||||||||||
(c) | The acquired IPR&D asset relates to the development of the MC5 program, a topical treatment for acne vulgaris. In the second quarter of 2012, the Company terminated the MC5 program and recognized a charge of $4.3 million to write off the related IPR&D asset. This charge was recognized as In-process research and development impairments and other charges in the Company’s consolidated statements of (loss) income. | ||||||||||||||
(d) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations of Ortho Dermatologics with those of the Company. The goodwill has been allocated to the Company’s Developed Markets segment. | ||||||||||||||
Afexa | |||||||||||||||
Description of the Transaction | |||||||||||||||
On October 17, 2011, the Company acquired 73.8% (80,929,921 common shares) of the outstanding common shares of Afexa Life Sciences Inc. (“Afexa”) for cash consideration of $67.7 million. The acquisition date fair value of the 26.2% noncontrolling interest in Afexa of $23.8 million was estimated using quoted market prices on such date, for a total fair value of consideration transferred of $91.5 million. In December 2011, the Company acquired the remaining outstanding common share of Afexa. Consequently, as of December 31, 2011, the Company owned 100% of Afexa. | |||||||||||||||
Afexa, currently markets several consumer brands, such as Cold-FX®, an OTC cold and flu treatment, and Coldsore-FX®, a topical OTC cold sore treatment. | |||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Cash | $ | 1,558 | |||||||||||||
Accounts receivable(b) | 7,912 | ||||||||||||||
Inventories | 22,489 | ||||||||||||||
Other current assets | 5,406 | ||||||||||||||
Property and equipment | 8,766 | ||||||||||||||
Identifiable intangible assets(c) | 74,730 | ||||||||||||||
Current liabilities | (18,104 | ) | |||||||||||||
Deferred income taxes, net | (19,071 | ) | |||||||||||||
Other non-current liabilities | (1,138 | ) | |||||||||||||
Total identifiable net assets | 82,548 | ||||||||||||||
Goodwill(d) | 8,982 | ||||||||||||||
Total fair value of consideration transferred | $ | 91,530 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | Both the fair value and gross contractual amount of trade accounts receivable acquired were $7.9 million, as the Company expects that the amount to be uncollectible is negligible. | ||||||||||||||
(c) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 11 | $ | 59,344 | ||||||||||||
Patented technology | 7 | 15,386 | |||||||||||||
Total identifiable intangible assets acquired | 10 | $ | 74,730 | ||||||||||||
(d) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Afexa with those of the Company; and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Afexa’s assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Developed Markets segment. | |||||||||||||||
Sanitas | |||||||||||||||
Description of the Transaction | |||||||||||||||
On August 19, 2011 (the “Sanitas Acquisition Date”), the Company acquired 87.2% of the outstanding shares of AB Sanitas (“Sanitas”) for cash consideration of $392.3 million. Prior to the Sanitas Acquisition Date, the Company acquired 1,502,432 shares of Sanitas, which represented approximately 4.8% of the outstanding shares. As a result, as of the Sanitas Acquisition Date, the Company held a controlling financial interest in Sanitas of 92%, or 28,625,025 shares. The acquisition date fair value of the 8% noncontrolling interest in Sanitas of $34.8 million, and the acquisition date fair value of the previously-held 4.8% equity interest of $21.1 million, were estimated using quoted market prices on such date. | |||||||||||||||
On September 2, 2011, the Company announced a mandatory non-competitive tender offer (the “Tender Offer”) to purchase the remaining outstanding ordinary shares of Sanitas from all public shareholders at €10.06 per share. The Tender Offer closed on September 15, 2011, on which date the Company purchased an additional 1,968,631 shares (6.4% of the outstanding shares of Sanitas) for approximately $27.4 million. As a result of this purchase, the Company owned 30,593,656 shares or approximately 98.4% of Sanitas as of September 15, 2011. | |||||||||||||||
On September 22, 2011, the Company received approval from the Securities Commission of the Republic of Lithuania to conduct the mandatory tender offer through squeeze out procedures (the “Squeeze Out”) at a price per one ordinary share of Sanitas equal to €10.06, which requested that all minority shareholders sell to the Company the ordinary shares of Sanitas owned by them (512,264 ordinary shares, or 1.6% of Sanitas). | |||||||||||||||
As the Company maintained a controlling financial interest in Sanitas during the Tender Offer, the additional ownership interest of 6.4% acquired in Sanitas was accounted for as an equity transaction between owners. The noncontrolling interest in Sanitas of approximately 1.6% to be acquired through the Squeeze Out procedures was classified as a liability in the Company’s consolidated balance sheet as it was mandatorily redeemable. The outstanding balance as of December 31, 2013 was immaterial. | |||||||||||||||
Sanitas has a broad branded generics product portfolio consisting of 390 products in nine countries throughout Central and Eastern Europe, primarily Poland, Russia and Lithuania. Sanitas has in-house development capabilities in dermatology, hospital injectables and ophthalmology, and a pipeline of internally developed and acquired dossiers. | |||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the Sanitas Acquisition Date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date(a) | |||||||||||||||
Cash and cash equivalents | $ | 5,607 | |||||||||||||
Accounts receivable(b) | 25,645 | ||||||||||||||
Inventories | 22,010 | ||||||||||||||
Other current assets | 3,166 | ||||||||||||||
Property, plant and equipment | 83,288 | ||||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(c) | 247,127 | ||||||||||||||
Acquired IPR&D | 747 | ||||||||||||||
Other non-current assets | 2,662 | ||||||||||||||
Current liabilities | (30,428 | ) | |||||||||||||
Long-term debt, including current portion(d) | (67,134 | ) | |||||||||||||
Deferred income taxes, net | (43,269 | ) | |||||||||||||
Other non-current liabilities | (6,049 | ) | |||||||||||||
Total identifiable net assets | 243,372 | ||||||||||||||
Goodwill(e) | 204,791 | ||||||||||||||
Total fair value of consideration transferred | $ | 448,163 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | As previously reported in the 2011 Form 10-K. The Company has not recognized any measurement period adjustments to the amounts previously reported in the 2011 Form 10-K. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $25.6 million, with the gross contractual amount being $27.8 million, of which the Company expects that $2.2 million will be uncollectible. | ||||||||||||||
(c) | The following table summarizes the mounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | Acquisition Date | ||||||||||||||
(Years) | |||||||||||||||
Product brands | 7 | $ | 164,823 | ||||||||||||
Product rights | 7 | 43,027 | |||||||||||||
Corporate brands | 15 | 25,227 | |||||||||||||
Partner relationships | 7 | 14,050 | |||||||||||||
Total identifiable intangible assets acquired | 8 | $ | 247,127 | ||||||||||||
(d) | Effective December 1, 2011, Sanitas terminated its Facility Agreement and Revolving Credit Line Agreement, repaid the amounts outstanding under its credit facilities and cancelled the undrawn credit facilities. | ||||||||||||||
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Sanitas with those of the Company; | ||||||||||||||
• | the value of the continuing operations of Sanitas’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Sanitas’ assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Emerging Markets segment. | |||||||||||||||
Elidel®/Xerese® | |||||||||||||||
On June 29, 2011, the Company entered into a license agreement with Meda Pharma SARL (“Meda”) to acquire the exclusive rights to commercialize both Elidel® Cream and Xerese® Cream in the U.S., Canada and Mexico. In addition, the Company and Meda have the right to undertake development work in respect of Elidel® and Xerese® products. The Company made an upfront payment to Meda of $76.0 million with an obligation to pay a series of potential milestone payments of up to $16.0 million and guaranteed royalties totaling $120.0 million in the aggregate through 2011 and 2012. Thereafter, the Company will pay a double-digit royalty to Meda on net sales of Elidel®, Xerese® and Zovirax®, including additional minimum royalties of $120.0 million in the aggregate during 2013-2015. The Company acquired the U.S. and Canadian rights to non-ophthalmic topical formulations of Zovirax® from GlaxoSmithKline (“GSK”) in the first quarter of 2011 (as described in note 4). | |||||||||||||||
The Elidel®/Xerese® transaction has been accounted for as a business combination under the acquisition method of accounting. The fair value of the upfront and contingent consideration, inclusive of minimum and variable royalty payments, was determined to be $437.7 million as of the acquisition date. As the majority of the contingent consideration relates to future royalty payments, the amount ultimately to be paid under this arrangement will be dependent on the future sales levels of Elidel®, Xerese®, and Zovirax®. In accordance with the acquisition method of accounting, the royalty payments associated with this transaction are treated as part of the consideration paid for the business, and therefore the Company will not recognize royalty expense in the consolidated statements of (loss) income for these products. The royalty payments are being recorded as a reduction to the acquisition-related contingent consideration liability. During the year ended December 31, 2013, 2012 and 2011, the Company made $44.5 million, $88.0 million and $28.5 million, respectively, of acquisition-related contingent consideration payments, including royalties and milestones, related to this transaction. In January 2014, the Company made additional royalty payments totaling $10.0 million. | |||||||||||||||
In April 2013, Mylan Inc. launched a generic Zovirax® ointment, which was earlier than we previously anticipated. Also, in April 2013, we entered into an agreement with Actavis, Inc. (“Actavis”) to launch the authorized generic ointment for Zovirax®. Refer to note 5 titled “COLLABORATION AGREEMENTS” for further information regarding the agreement with Actavis. As a result of analysis in the third quarter of 2013 of performance trends since the generic entrant, the Company adjusted the projected revenue forecast, resulting in an acquisition-related contingent consideration net gain of $20.0 million for the year ended December 31, 2013. For the year ended December 31, 2012, the Company recognized a net loss of $6.5 million primarily driven by fair value adjustments to reflect accretion for the time value of money, partially offset by changes in the projected revenue forecast. For the year ended December 31, 2011, the Company recognized a loss of $11.2 million primarily due to accretion to reflect the time value of money. The net gain for the year ended December 31, 2013 and the net loss for the year ended December 31, 2012 and 2011 were recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. | |||||||||||||||
The total fair value of the consideration transferred was assigned to product brands intangible assets ($406.4 million), acquired IPR&D assets ($33.5 million) and a net deferred income tax liability ($(2.2) million). The product brands intangible assets have an estimated weighted-average useful life of approximately eight years. The acquired IPR&D asset relates to the development of a Xerese® life-cycle product. The projected cash flows from the acquired IPR&D asset were adjusted for the probability of successful development and commercialization of the product. In determining the fair value of this asset, we used a risk-adjusted discount rate of 13% to present value the projected cash flows. In the fourth quarter of 2012, the Company recognized an IPR&D impairment charge of $24.7 million related to this asset due to higher projected development spend and revised timelines for potential commercialization. See note 12 titled “INTANGIBLE ASSETS AND GOODWILL” for further information regarding IPR&D asset impairments recognized in 2012. | |||||||||||||||
PharmaSwiss | |||||||||||||||
Description of the Transaction | |||||||||||||||
On March 10, 2011, the Company acquired all of the issued and outstanding stock of PharmaSwiss S.A. (“PharmaSwiss”), a privately-owned branded generics and OTC pharmaceutical company based in Zug, Switzerland. As of the acquisition date, the total consideration transferred to effect the acquisition of PharmaSwiss comprised cash paid of $491.2 million (€353.1 million) and the rights to contingent consideration payments of up to $41.7 million (€30.0 million) if certain net sales milestones of PharmaSwiss were achieved for the 2011 calendar year. The fair value of the contingent payments was determined to be $27.5 million as of the acquisition date. For the year ended December 31, 2011, the Company recognized a gain of $13.2 million due to changes in the fair value of acquisition-related contingent consideration. The gain was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. In May 2012, the Company made a contingent consideration payment of $12.4 million (€10.0 million) based on the net sales results for the 2011 calendar year. There are no remaining contingent consideration payments under this arrangement. | |||||||||||||||
In connection with the transaction, in February 2011, the Company entered into foreign currency forward-exchange contracts to buy €130.0 million, which were settled on March 9, 2011. The Company recorded a $5.1 million gain on the settlement of these contracts, which was partially offset by a foreign exchange loss of $2.4 million recognized on the remaining €220.0 million bought to finance the transaction. The net foreign exchange gain of $2.7 million was recognized in Foreign exchange and other in the consolidated statement of income for the year ended December 31, 2011. | |||||||||||||||
PharmaSwiss is an existing partner to several large pharmaceutical and biotech companies offering regional expertise in such functions as regulatory, compliance, sales, marketing and distribution, in addition to developing its own product portfolio. Through its business operations, PharmaSwiss offers a broad product portfolio in seven therapeutic areas and operations in 19 countries throughout Central and Eastern Europe, including Serbia, Hungary, the Czech Republic and Poland, as well as in Greece and Israel. | |||||||||||||||
Assets Acquired and Liabilities Assumed | |||||||||||||||
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2011 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Cash and cash equivalents | $ | 43,940 | |||||||||||||
Accounts receivable(b) | 61,629 | ||||||||||||||
Inventories(c) | 70,319 | ||||||||||||||
Other current assets | 14,429 | ||||||||||||||
Property, plant and equipment | 9,737 | ||||||||||||||
Identifiable intangible assets(d) | 209,240 | ||||||||||||||
Other non-current assets | 3,122 | ||||||||||||||
Current liabilities | (46,040 | ) | |||||||||||||
Deferred income taxes, net | (6,608 | ) | |||||||||||||
Other non-current liabilities | (720 | ) | |||||||||||||
Total identifiable net assets | 359,048 | ||||||||||||||
Goodwill(e) | 159,660 | ||||||||||||||
Total fair value of consideration transferred | $ | 518,708 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011, as previously reported in the 2011 Form 10-K. The measurement period adjustments in 2011 were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $61.6 million, with the gross contractual amount being $66.8 million, of which the Company expects that $5.2 million will be uncollectible. | ||||||||||||||
(c) | Includes $18.2 million to record PharmaSwiss inventory at its estimated fair value. | ||||||||||||||
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2011 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Partner relationships(1) | 7 | $ | 130,183 | ||||||||||||
Product brands | 9 | 79,057 | |||||||||||||
Total identifiable intangible assets acquired | 7 | $ | 209,240 | ||||||||||||
____________________________________ | |||||||||||||||
-1 | The partner relationships intangible asset represents the value of existing arrangements with various pharmaceutical and biotech companies, for whom PharmaSwiss provides regulatory, compliance, sales, marketing and distribution functions. | ||||||||||||||
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of PharmaSwiss with those of the Company; | ||||||||||||||
• | the value of the going-concern element of PharmaSwiss existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, PharmaSwiss assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Emerging Markets segment. | |||||||||||||||
Pro Forma Impact of Business Combinations | |||||||||||||||
The following table presents unaudited pro forma consolidated results of operations for the years ended December 31, 2013 and 2012, as if the 2013 acquisitions had occurred as of January 1, 2012 and the 2012 acquisitions had occurred as of January 1, 2011. | |||||||||||||||
Unaudited | |||||||||||||||
2013 | 2012 | ||||||||||||||
Revenues | $ | 7,665,850 | $ | 7,700,624 | |||||||||||
Net loss attributable to Valeant Pharmaceuticals International, Inc. | (821,147 | ) | (709,592 | ) | |||||||||||
Loss per share attributable to Valeant Pharmaceuticals International, Inc.: | |||||||||||||||
Basic and diluted | $ | (2.47 | ) | $ | (2.14 | ) | |||||||||
The decline in pro forma revenues in the year ended December 31, 2013 as compared to the year ended December 31, 2012 was primarily due to (i) lower sales of the Zovirax® franchise, Retin-A Micro®, BenzaClin® and Cesamet® due to generic competition and (ii) lower alliance and royalty revenue resulting from a milestone payment recognized in the second quarter of 2012 from GSK in connection with the launch of Potiga® (see note 5 titled “COLLABORATION AGREEMENTS” for further information). These declines were partially offset by growth from the remaining business. | |||||||||||||||
The unaudited pro forma consolidated results of operations were prepared using the acquisition method of accounting and are based on the historical financial information of the Company and the acquired businesses described above. Except to the extent realized in the year ended December 31, 2013, the unaudited pro forma information does not reflect any cost savings, operating synergies and other benefits that the Company may achieve as a result of these acquisitions, or the costs necessary to achieve these cost savings, operating synergies and other benefits. In addition, except to the extent recognized in the year ended December 31, 2013, the unaudited pro forma information does not reflect the costs to integrate the operations of the Company with those of the acquired businesses. | |||||||||||||||
The unaudited pro forma information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the 2013 acquisitions and the 2012 acquisitions been completed on January 1, 2012 and January 1, 2011, respectively. In addition, the unaudited pro forma information does not purport to project the future results of operations of the Company. The unaudited pro forma information reflects primarily the following adjustments: | |||||||||||||||
• | elimination of historical intangible asset amortization expense of these acquisitions; | ||||||||||||||
• | additional amortization expense related to the fair value of identifiable intangible assets acquired; | ||||||||||||||
• | additional depreciation expense related to fair value adjustment to property, plant and equipment acquired; | ||||||||||||||
• | additional interest expense associated with the financing obtained by the Company in connection with the various acquisitions; and | ||||||||||||||
• | the exclusion from pro forma earnings in the year ended December 31, 2013 of the acquisition accounting adjustments on these acquisitions’ inventories that were sold subsequent to the acquisition date of $369.9 million, in the aggregate, and the exclusion of $25.3 million of acquisition-related costs, in the aggregate, incurred primarily for these acquisitions in the year ended December 31, 2013, and the inclusion of those amounts in pro forma earnings for the corresponding comparative periods. | ||||||||||||||
In addition, all of the above adjustments were adjusted for the applicable tax impact. |
ACQUISITIONS_AND_DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2013 | |
ACQUISITIONS AND DISPOSITIONS | ' |
ACQUISITIONS AND DISPOSITIONS | ' |
ACQUISITIONS AND DISPOSITIONS | |
Divestiture of certain skincare products sold in Australia | |
In October 2013, the Company sold certain skincare products, sold primarily in Australia, for up-front proceeds of $13.7 million, plus potential additional earn-out payments based on sales and margin performance during the twelve-month period following the sale transaction. | |
In connection with the sale of these products, the Company realized $13.7 million of cash proceeds in the fourth quarter of 2013. The Company recognized a loss on sale of $10.2 million in the fourth quarter of 2013, which was included in Other expense in the consolidated statements of (loss) income, since the Company will not recognize income from the potential earn-out payments until realizable. For further information regarding this transaction, see note 7 titled “FAIR VALUE MEASUREMENTS”. | |
Divestiture of Buphenyl® | |
In connection with the Company’s acquisition of Medicis in December 2012, the Company assumed an agreement with Hyperion Therapeutics, Inc. (“Hyperion”). Under the terms of this agreement, Hyperion exercised an option in the second quarter of 2013 to acquire worldwide rights to Buphenyl® from the Company for cash proceeds of $19.0 million. There was no gain or loss associated with this transaction. | |
Divestitures of IDP-111 and 5-FU | |
In connection with the acquisition of the Dermik, the Company was required by the FTC to divest IDP-111, a generic version of BenzaClin®, and 5-FU, an authorized generic of Efudex®. | |
In February 2012, the Company sold the IDP-111 and 5-FU products. In the fourth quarter of 2011, the Company recognized $7.9 million and $19.8 million of impairment charges related to the write-down of the carrying values of the IDP-111 and 5-FU intangible assets, respectively, to their estimated fair values, less costs to sell. In connection with the sale of the IDP-111 and 5-FU, the Company realized $66.3 million of cash proceeds in the first quarter of 2012, which resulted in a loss on sale of $2.6 million. The loss on sale was included in Other expense in the consolidated statements of (loss) income. See Reclassifications under note 2 titled “Significant Accounting Policies” for further information related to the presentation in the consolidated statements of (loss) income of the proceeds received. | |
Cloderm® | |
In March 2011, the Company out-licensed the product rights to Cloderm® Cream, 0.1%, in the U.S. to Promius Pharma LLC, an affiliate of Dr. Reddy’s Laboratories, in exchange for a $36.0 million up-front payment, which was received in early April 2011, and future royalty payments. As a result of this transaction, the Company recognized a gain on sale of $5.3 million, which was included in Other expense in the consolidated statements of (loss) income. See Reclassifications under note 2 titled “Significant Accounting Policies” for further information related to the presentation in the consolidated statements of (loss) income of the proceeds received. The Company recognizes the royalty payments as alliance revenue as they are earned. | |
Zovirax® | |
In February 2011 and March 2011, the Company acquired the U.S. and Canadian rights, respectively, to non-ophthalmic topical formulations of Zovirax® from GSK. Pursuant to the terms of the asset purchase agreements, the Company paid GSK an aggregate amount of $300.0 million in cash for both the U.S. and Canadian rights. The Company had been marketing Zovirax® in the U.S. since January 1, 2002, under a 20-year exclusive distribution agreement with GSK, which distribution agreement terminated following the closing of the U.S. transaction. The Company has entered into new supply agreements and new trademark license agreements with GSK with respect to the U.S. and Canadian territories. | |
This acquisition was accounted for as a purchase of identifiable intangible assets. Accordingly, the purchase price (including costs of acquisition) was allocated to the product brand intangible asset, with an estimated weighted-average useful life of 11 years. In addition, the Company reclassified the $91.4 million unamortized carrying amount of the original exclusive distribution agreement from product rights to the product brand intangible asset, to be amortized over the same 11-year estimated useful life. | |
See note 5 titled “COLLABORATION AGREEMENTS” for information regarding the agreement with Actavis to launch the authorized generic ointment for Zovirax®. |
COLLABORATION_AGREEMENTS
COLLABORATION AGREEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
COLLABORATION AGREEMENTS | ' |
COLLABORATION AGREEMENTS | ' |
COLLABORATION AGREEMENTS | |
License and Collaboration Agreement with Living Proof, Inc. | |
On December 20, 2013, the Company entered into a license and collaboration agreement with Living Proof, Inc. (“Living Proof”), whereby Living Proof licensed to the Company worldwide rights to commercialize, in specific fields, Neotensil™, a topical aesthetic product which reduces the appearance of under-eye bags based on the Living Proof’s Strateris Platform Technology. The agreement also involves a profit sharing arrangement and the potential development and commercialization of new products. Under the terms of the agreement, the Company made an up-front payment of $15.0 million to Living Proof in the fourth quarter of 2013, and may be required to make potential sales-based milestone payments over time up to $62.5 million, in the aggregate. | |
License Agreement with SMG Pharmaceuticals, LLC | |
On October 29, 2013, the Company entered into a license agreement with SMG Pharmaceuticals, LLC (“SMG”) whereby SMG licensed to the Company rights to commercialize, in the U.S., Bensal HP®, a topical medication to treat skin irritations and infection. The license includes the fields of dermatology, podiatry, dentistry, plastic surgery, and eye health professionals. Under the terms of the agreement, the Company made an up-front payment of $5.0 million to SMG in the fourth quarter of 2013, and may be required to make potential sales-based milestone payments over time up to $80.0 million, in the aggregate, as well as royalties on future sales. | |
Collaboration Agreements Assumed in Connection with the B&L Acquisition | |
In connection with the B&L Acquisition in August 2013, the Company assumed several research and development licensing and collaboration agreements, including, among others, the arrangements described below. As part of the Company’s integration efforts, these agreements will be evaluated, which could result in future contract termination costs incurred by the Company. | |
Worldwide Licensing Agreement for Latanoprostene Bunod | |
In March 2010, B&L entered into a development and licensing agreement with NicOx, which granted B&L exclusive worldwide rights to develop and commercialize, for certain indications, products containing latanoprostene bunod, a nitric oxide donating compound for the treatment of glaucoma and ocular hypertension. In January 2013, B&L initiated a global phase 3 development program for latanoprostene bunod. Under the terms of the agreement, the Company may be required to make potential regulatory, commercialization and sales success-based milestones payments over time up to $162.5 million, in the aggregate. In addition, NicOx will receive royalties on sales of latanoprostene bunod products and will have the option to co-promote latanoprostene bunod products in the U.S. | |
Development Collaboration and Exclusive Option Agreement with Mimetogen | |
In July 2013, B&L entered into a Development Collaboration and Exclusive Option Agreement (the “Agreement”) with Mimetogen Pharmaceuticals Inc. (“Mimetogen”), whereby Mimetogen granted B&L an exclusive option to obtain a worldwide exclusive license to the MIM-D3 compound for development and commercialization of products for the treatment and/or prevention of ocular conditions, disorders and/or diseases. Under the terms of the Agreement, depending on the results of clinical trials, the Company will have either the right or the obligation to exercise the option, which would trigger an initial license fee payment by the Company to Mimetogen of up to $95.0 million, plus additional potential regulatory, commercialization and sales-based milestones of up to $345.0 million and royalty payments on the future sales under the license agreement. | |
Zovirax Authorized Generic Agreement and Co-Promotion Agreements | |
On April 4, 2013, the Company entered into an agreement with Actavis for Actavis to be the exclusive marketer and distributor of an authorized generic of the Company’s Zovirax® ointment product (the “Zovirax® ointment agreement”). In addition, on April 4, 2013, the Company granted Actavis the exclusive right to co-promote Zovirax® cream to obstetricians and gynecologists in the U.S., and Actavis granted the Company the exclusive right to co-promote Actavis Specialty Brands’ Cordran® Tape product in the U.S. Under the terms of the exclusive Zovirax® ointment agreement, the Company is supplying Actavis with a generic version of the Company’s Zovirax® ointment product and Actavis is marketing and distributing the product in the U.S. and the Company receives a share of the economics. Under the terms of the agreement related to the co-promotion of Zovirax® cream, Actavis is utilizing its existing Specialty Brands sales and marketing structure to promote the product and receives a co-promotion fee from sales generated by prescriptions written by its targeted physician group. Under the terms of the Cordran® Tape co-promotion agreement, the Company is utilizing its existing dermatology sales and marketing structure to promote the product, and receives a co-promotion fee on sales. | |
Bristol-Myers Collaboration and Option Agreements | |
On October 1, 2012, the Company entered into collaboration and option agreements with Bristol-Myers Squibb Company (“Bristol-Myers”) whereby Bristol-Myers granted the Company additional rights for approximately two years in several European countries to promote, market and sell a variety of products, including Monopril®, Cefzil®, Duracef® and Megace®. Prior to these agreements, the Company was selling many of these products in other territories. The collaboration agreement expires January 1, 2015, at which time the Company may exercise an option to acquire all rights, and associated intellectual property, to the products in both the previous and new territories. As consideration for the rights under the collaboration and option agreements, including a reduced supply price on the products sold by the Company prior to these agreements and the purchase of inventory on hand, the Company made payments to Bristol-Myers in the fourth quarter of 2012 totaling $83.3 million. If the Company elects to exercise the option to acquire the incremental rights described above, the Company will make an additional payment to Bristol-Myers in an amount to be determined based on net sales performance of the products. The majority of the $83.3 million in payments was allocated, based on relative fair values, to the value of the option, which is included in other long-term assets on the Consolidated Balance Sheets. The remaining portion was allocated to intangible assets, other current assets, and inventory. | |
Development and License Agreement with a specialty pharmaceutical company | |
On March 30, 2012, Medicis entered into a Development and License Agreement with a specialty pharmaceutical company pursuant to which Medicis obtained exclusive worldwide rights for the development and commercialization of an investigational drug targeted at certain topical skin applications. Under the terms of the agreement, the Company may pay up to $80.0 million upon the achievement of certain research, development and regulatory milestones and up to $120.0 million upon the achievement of certain sales-based milestones, as well as royalties on future sales. | |
GSK License and Collaboration Agreement | |
In October 2008, Valeant closed the worldwide License and Collaboration Agreement (the “Collaboration Agreement”) with GSK to develop and commercialize a first-in-class neuronal potassium channel opener for treatment of adult epilepsy patients with refractory partial onset seizures and its backup compounds, with a generic name of ezogabine in the U.S. and retigabine in all other countries. Pursuant to the terms of the Collaboration Agreement, Valeant granted co-development rights and worldwide commercialization rights to GSK. | |
Valeant agreed to share equally with GSK the development and pre-commercialization expenses of ezogabine/retigabine in the U.S., Australia, New Zealand, Canada and Puerto Rico (the “Collaboration Territory”). Following the launch of an ezogabine/retigabine product, the Company will share equally in the profits of ezogabine/retigabine in the Collaboration Territory. In addition, Valeant granted GSK an exclusive license to develop and commercialize retigabine in countries outside of the Collaboration Territory and certain backup compounds to ezogabine/retigabine worldwide. GSK is responsible for all expenses outside of the Collaboration Territory and will solely fund the development of any backup compound. The Company receives up to a 20% royalty on net sales of retigabine outside of the Collaboration Territory. In addition, if backup compounds are developed and commercialized by GSK, GSK will pay the Company royalties of up to 20% of net sales of products based upon such backup compounds. | |
In connection with the first sale of Potiga® in the U.S. (which occurred in April 2012), GSK paid the Company a $45.0 million milestone payment, and the Company will share up to 50% of the net profits from the sale of Potiga®. In addition, in connection with the first sale of Trobalt® by GSK in the European Union (which occurred in May 2011), GSK paid the Company a $40.0 million milestone payment and pays up to a 20% royalty on net sales of the product. As substantive uncertainty existed at the inception of the Collaboration Agreement as to whether the milestones would be achieved because of the uncertainty involved with obtaining regulatory approval, no amounts were previously recognized for these potential milestone payments. The milestone payments (1) relate solely to past performance of the Company, (2) are reasonable relative to the other deliverables and payment terms within the Collaboration Agreement, and (3) are commensurate with the Company’s efforts in collaboration with GSK to achieve the milestone events and the increase in value of ezogabine/retigabine. Accordingly, the milestones are considered substantive, and the milestone payments are being recognized by the Company as alliance and royalty revenue upon achievement. In the second quarter of 2012 and 2011, the Company recorded $45.0 million and $40.0 million of milestone payments from GSK in connection with the launches of Potiga® and Trobalt®, respectively. | |
The Company’s rights to ezogabine/retigabine are subject to an asset purchase agreement between Meda Pharma GmbH & Co. KG (“Meda Pharma”) and Xcel Pharmaceuticals, Inc., which was acquired by Valeant in 2005 (the “Meda Pharma Agreement”). Under the Meda Pharma Agreement, the Company is required to make certain milestone and royalty payments to Meda Pharma. Within the U.S., Canada, Australia and New Zealand, any royalty payments to Meda Pharma will be shared by the Company and GSK. In the rest of the world, the Company will be responsible for the payment of these royalties to Meda Pharma from the royalty payments it receives from GSK. | |
In the third quarter of 2013, the Company recognized an impairment charge of $551.6 million related to ezogabine/retigabine (immediate-release formulation) and fully impaired an IPR&D asset relating to a modified-release formulation of ezogabine/retigabine, which resulted in a charge of $93.8 million. For further information regarding asset impairment charges related to ezogabine/retigabine, see note 7 titled “FAIR VALUE MEASUREMENTS”. |
RESTRUCTURING_INTEGRATION_AND_
RESTRUCTURING, INTEGRATION AND OTHER CHARGES | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||||||
RESTRUCTURING, INTEGRATION AND OTHER CHARGES | ' | ||||||||||||||||||||
RESTRUCTURING, INTEGRATION AND OTHER CHARGES | |||||||||||||||||||||
In connection with the B&L and Medicis acquisitions as well as the Company’s (then named Biovail Corporation (“Biovail”)) acquisition of Valeant on September 28, 2010 (the “Merger”) and other smaller acquisitions, the Company has implemented cost-rationalization and integration initiatives to capture operating synergies and generate cost savings across the Company. These measures included: | |||||||||||||||||||||
• | workforce reductions across the Company and other organizational changes; | ||||||||||||||||||||
• | closing of duplicative facilities and other site rationalization actions company-wide, including research and development facilities, sales offices and corporate facilities; | ||||||||||||||||||||
• | leveraging research and development spend; and | ||||||||||||||||||||
• | procurement savings. | ||||||||||||||||||||
B&L Acquisition-Related Cost-Rationalization and Integration Initiatives | |||||||||||||||||||||
The Company estimates that it will incur total costs that are approximately half of the estimated annual synergies of greater than $850 million in connection with these cost-rationalization and integration initiatives, which are expected to be substantially completed by the end of 2014. Since the acquisition date, total costs of $364.2 million (including (i) $181.3 million of restructuring expenses, (ii) $14.1 million of acquisition-related costs, and (iii) $168.8 million of integration expenses) have been incurred through December 31, 2013. The estimate of total costs to be incurred primarily includes: employee termination costs payable to approximately 2,500 employees of the Company and B&L who have been or will be terminated as a result of the B&L Acquisition; IPR&D termination costs related to the transfer to other parties of product-development programs that did not align with our research and development model; costs to consolidate or close facilities and relocate employees; and contract termination and lease cancellation costs. These estimates do not include charges of $48.5 million and $4.3 million recognized and paid in the third quarter of 2013 related to B&L’s previously cancelled performance-based options and the acceleration of unvested stock options for B&L employees as a result of the B&L Acquisition, respectively. | |||||||||||||||||||||
The following table summarizes the major components of restructuring costs incurred in connection with B&L Acquisition-related initiatives through December 31, 2013: | |||||||||||||||||||||
Employee Termination Costs | IPR&D | Contract | |||||||||||||||||||
Termination | Termination, | ||||||||||||||||||||
Costs | Facility Closure | ||||||||||||||||||||
Severance and | Share-Based | and Other Costs | Total | ||||||||||||||||||
Related Benefits | Compensation(1) | ||||||||||||||||||||
Balance, January 1, 2013 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Costs incurred and/or charged to expense | 155,734 | 52,798 | — | 25,528 | 234,060 | ||||||||||||||||
Cash payments | (77,774 | ) | (52,798 | ) | — | (7,760 | ) | (138,332 | ) | ||||||||||||
Non-cash adjustments | 11,366 | — | — | (6,791 | ) | 4,575 | |||||||||||||||
Balance, December 31, 2013 | $ | 89,326 | $ | — | $ | — | $ | 10,977 | $ | 100,303 | |||||||||||
___________________________________ | |||||||||||||||||||||
-1 | Relates to B&L’s previously cancelled performance-based options and the acceleration of unvested stock options for B&L employees as a result of the B&L Acquisition. | ||||||||||||||||||||
Medicis Acquisition-Related Cost-Rationalization and Integration Initiatives | |||||||||||||||||||||
The Company estimated that it will incur total costs of less than $250 million in connection with these cost-rationalization and integration initiatives, which were substantially completed by the end of 2013. However, certain costs may still be incurred in 2014. Since the acquisition date, total costs of $181.3 million (including (i) $109.2 million of restructuring expenses, (ii) $32.2 million of acquisition-related costs, which excludes $24.2 million of acquisition-related costs recognized in the fourth quarter of 2012 related to royalties to be paid to Galderma S.A. on sales of Sculptra®, and (iii) $39.9 million of integration expenses) have been incurred through December 31, 2013. The estimated costs primarily include: employee termination costs payable to approximately 750 employees of the Company and Medicis who have been terminated as a result of the Medicis Acquisition; IPR&D termination costs related to the transfer to other parties of product-development programs that did not align with our research and development model; costs to consolidate or close facilities and relocate employees; and contract termination and lease cancellation costs. These estimates do not include a charge of $77.3 million recognized and paid in the fourth quarter of 2012 related to the acceleration of unvested stock options, restricted stock awards, and share appreciation rights for Medicis employees that was triggered by the change in control. | |||||||||||||||||||||
The following table summarizes the major components of restructuring costs incurred in connection with Medicis Acquisition-related initiatives through December 31, 2013: | |||||||||||||||||||||
Employee Termination Costs | IPR&D | Contract | |||||||||||||||||||
Termination | Termination, | ||||||||||||||||||||
Costs | Facility Closure | ||||||||||||||||||||
Severance and | Share-Based | and Other Costs | Total | ||||||||||||||||||
Related Benefits | Compensation(1) | ||||||||||||||||||||
Balance, January 1, 2012 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Costs incurred and/or charged to expense | 85,253 | 77,329 | — | 370 | 162,952 | ||||||||||||||||
Cash payments | (77,975 | ) | (77,329 | ) | — | (5 | ) | (155,309 | ) | ||||||||||||
Non-cash adjustments | 4,073 | — | — | (162 | ) | 3,911 | |||||||||||||||
Balance, December 31, 2012 | 11,351 | — | — | 203 | 11,554 | ||||||||||||||||
Costs incurred and/or charged to expense | 20,039 | — | — | 3,550 | 23,589 | ||||||||||||||||
Cash payments | (31,409 | ) | — | — | (3,575 | ) | (34,984 | ) | |||||||||||||
Non-cash adjustments | 275 | — | — | (178 | ) | 97 | |||||||||||||||
Balance, December 31, 2013 | $ | 256 | $ | — | $ | — | $ | — | $ | 256 | |||||||||||
____________________________________ | |||||||||||||||||||||
-1 | Relates to the acceleration of unvested stock options, restricted stock awards, and share appreciation rights for Medicis employees that was triggered by the change in control. | ||||||||||||||||||||
Merger-Related Cost-Rationalization and Integration Initiatives | |||||||||||||||||||||
In connection with these cost-rationalization and integration initiatives, the Company has incurred costs including: employee termination costs (including related share-based payments) payable to approximately 500 employees of Biovail and Valeant who have been terminated as a result of the Merger; IPR&D termination costs related to the transfer to other parties of product-development programs that did not align with the Company’s research and development model; costs to consolidate or close facilities and relocate employees, asset impairments charges to write down property, plant and equipment to fair value; and contract termination and lease cancellation costs. | |||||||||||||||||||||
The following table summarizes the major components of costs incurred in connection with Merger-related initiatives through December 31, 2012: | |||||||||||||||||||||
Employee Termination Costs | IPR&D | Contract | |||||||||||||||||||
Termination | Termination, | ||||||||||||||||||||
Costs | Facility Closure | ||||||||||||||||||||
Severance and | Share-Based | and Other Costs | Total | ||||||||||||||||||
Related Benefits | Compensation | ||||||||||||||||||||
Balance, January 1, 2010 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Costs incurred and charged to expense | 58,727 | 49,482 | 13,750 | 12,862 | 134,821 | ||||||||||||||||
Cash payments | (33,938 | ) | — | (13,750 | ) | (8,755 | ) | (56,443 | ) | ||||||||||||
Non-cash adjustments | — | (49,482 | ) | — | (2,437 | ) | (51,919 | ) | |||||||||||||
Balance, December 31, 2010 | 24,789 | — | — | 1,670 | 26,459 | ||||||||||||||||
Costs incurred and charged to expense | 14,548 | 3,455 | — | 28,938 | 46,941 | ||||||||||||||||
Cash payments | (38,168 | ) | (2,033 | ) | — | (15,381 | ) | (55,582 | ) | ||||||||||||
Non-cash adjustments | 989 | (741 | ) | — | (4,913 | ) | (4,665 | ) | |||||||||||||
Balance, December 31, 2011 | 2,158 | 681 | — | 10,314 | 13,153 | ||||||||||||||||
Costs incurred and charged to expense | 1,654 | — | — | 12,769 | 14,423 | ||||||||||||||||
Cash payments | (3,873 | ) | — | — | (22,767 | ) | (26,640 | ) | |||||||||||||
Non-cash adjustments | 268 | (681 | ) | — | 227 | (186 | ) | ||||||||||||||
Balance, December 31, 2012(1) | $ | 207 | $ | — | $ | — | $ | 543 | $ | 750 | |||||||||||
____________________________________ | |||||||||||||||||||||
-1 | The outstanding restructuring costs as of December 31, 2012 were paid in 2013. The Company has not recognized any restructuring charges in 2013 with respect to the Merger. | ||||||||||||||||||||
With respect to the Merger, facility closure costs included in the table above included charges of $10.2 million and $9.8 million for the years ended December 31, 2012 and December 31, 2011, respectively, for the remaining operating lease obligations related to the Company’s vacated Mississauga, Ontario corporate office facility. | |||||||||||||||||||||
As described in note 26, restructuring costs are not recorded in the Company’s reportable segments. | |||||||||||||||||||||
Other Restructuring and Integration-Related Costs | |||||||||||||||||||||
In the year ended December 31, 2013, in addition to restructuring costs associated with the Company’s B&L and Medicis Acquisition-related initiatives shown in the tables above, the Company incurred an additional $257.1 million of other restructuring, integration-related and other costs including (i) $190.1 million of integration consulting, duplicate labor, transition service, and other costs, (ii) $39.1 million of facility closure costs, (iii) $15.1 million of severance costs and (iv) $12.8 million of other costs, including non-personnel manufacturing integration costs. These costs primarily related to (i) B&L and Medicis integration costs, as well as integration and restructuring costs for other smaller acquisitions, (ii) intellectual property migration and the global consolidation of the Company’s manufacturing facilities, and (iii) systems integration initiatives. The Company made payments of $296.8 million during the year ended December 31, 2013 (in addition to the$138.3 million and $35.0 million of payments related to B&L and Medicis restructuring, respectively, shown in the tables above). | |||||||||||||||||||||
In the year ended December 31, 2012, in addition to restructuring costs associated with the Company’s Medicis Acquisition-related and Merger-related initiatives shown in the tables above, the Company incurred an additional $167.0 million of other restructuring, integration-related and other costs, in the aggregate, including (i) $73.5 million of integration consulting, duplicate labor, transition service, and other, (ii) $57.6 million of severance costs, (iii) $18.3 million of other costs, including non-personnel manufacturing integration costs and (iv) $17.6 million of facility closure costs. The Company also made payments of $147.5 million during the year ended December 31, 2012 (in addition to the $155.3 million and $26.6 million of payments related to Medicis and Merger restructuring, respectively, shown in the tables above). In the year ended December 31, 2011, in addition to restructuring costs associated with the Company’s Merger-related initiatives shown in the table above, the Company incurred $50.8 million of integration-related costs, of which $37.5 million had been paid as of December 31, 2011 (in addition to the $55.6 million of payments related to the Merger restructuring, shown in the table above). The costs in 2012 and 2011 were primarily related to the acquisitions of Medicis, Dermik, iNova, Sanitas, OraPharma, Ortho Dermatologics, Afexa, PharmaSwiss, and a U.S. restructuring in 2012 focused primarily on a reduction in the prescription dermatology field force, the global consolidation of the Company’s manufacturing facilities, and systems integration initiatives. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||||||||||||||||||||||
The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value as of December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Carrying | Quoted | Significant | Significant | Carrying | Quoted | Significant | Significant | ||||||||||||||||||||||||||
Value | Prices | Other | Unobservable | Value | Prices | Other | Unobservable | ||||||||||||||||||||||||||
in Active | Observable | Inputs | in Active | Observable | Inputs | ||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | ||||||||||||||||||||||||||||
for | (Level 2) | for | (Level 2) | ||||||||||||||||||||||||||||||
Identical | Identical | ||||||||||||||||||||||||||||||||
Assets | Assets | ||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | ||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||
Money market funds | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 306,604 | $ | 306,604 | $ | — | $ | — | |||||||||||||||||
Available-for-sale equity securities | — | — | — | — | 4,410 | 4,410 | — | — | |||||||||||||||||||||||||
Available-for-sale debt securities: | |||||||||||||||||||||||||||||||||
Auction rate floating securities | — | — | — | — | 7,167 | — | — | 7,167 | |||||||||||||||||||||||||
Total financial assets | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 318,181 | $ | 311,014 | $ | — | $ | 7,167 | |||||||||||||||||
Cash equivalents | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 306,604 | $ | 306,604 | $ | — | $ | — | |||||||||||||||||
Marketable securities | — | — | — | — | 11,577 | 4,410 | — | 7,167 | |||||||||||||||||||||||||
Total financial assets | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 318,181 | $ | 311,014 | $ | — | $ | 7,167 | |||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||||
Acquisition-related contingent consideration | $ | (355,765 | ) | $ | — | $ | — | $ | (355,765 | ) | $ | (455,082 | ) | $ | — | $ | — | $ | (455,082 | ) | |||||||||||||
Fair value measurements are estimated based on valuation techniques and inputs categorized as follows: | |||||||||||||||||||||||||||||||||
• | Level 1 — Quoted prices 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; and | ||||||||||||||||||||||||||||||||
• | Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using discounted cash flow methodologies, pricing models, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. | ||||||||||||||||||||||||||||||||
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |||||||||||||||||||||||||||||||||
There were no transfers between Level 1 and Level 2 during the year ended December 31, 2013. | |||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||||||||||
The fair value measurement of contingent consideration obligations arising from business combinations is determined using unobservable (Level 3) inputs. These inputs include (i) the estimated amount and timing of projected cash flows; (ii) the probability of the achievement of the factor(s) on which the contingency is based; and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. | |||||||||||||||||||||||||||||||||
The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Balance, beginning of year | $ | (455,082 | ) | $ | (420,084 | ) | |||||||||||||||||||||||||||
Total unrealized gains: | |||||||||||||||||||||||||||||||||
Included in net (loss) income: | |||||||||||||||||||||||||||||||||
Arising during the year(1) | 29,259 | 5,266 | |||||||||||||||||||||||||||||||
Reclassification from other comprehensive income (loss) | — | — | |||||||||||||||||||||||||||||||
Included in other comprehensive income (loss): | |||||||||||||||||||||||||||||||||
Arising during the year | 4,938 | (784 | ) | ||||||||||||||||||||||||||||||
Acquisition-related contingent consideration: | |||||||||||||||||||||||||||||||||
Issuances(2) | (76,064 | ) | (145,728 | ) | |||||||||||||||||||||||||||||
Payments(3) | 141,184 | 106,248 | |||||||||||||||||||||||||||||||
Balance, end of year | $ | (355,765 | ) | $ | (455,082 | ) | |||||||||||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||||||||||
-1 | For the year ended December 31, 2013, a net gain of $29.3 million was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. The acquisition-related contingent consideration net gain was primarily driven by a net gain related to the Elidel®/Xerese®/Zovirax® agreement entered into with Meda in June 2011 (the “Elidel®/Xerese®/Zovirax® agreement”). In April 2013, Mylan Inc. launched a generic Zovirax® ointment, which was earlier than we previously anticipated. Also, in April 2013, we entered into an agreement with Actavis to launch the authorized generic ointment for Zovirax®. Refer to note 5 titled “COLLABORATION AGREEMENTS” for further information regarding the agreement with Actavis. As a result of analysis in the third quarter of 2013 of performance trends since the generic entrant, the Company adjusted the projected revenue forecast, resulting in an acquisition-related contingent consideration net gain of $20.0 million in the year ended December 31, 2013. Also contributing to the acquisition-related contingent consideration net gain was a net gain of $6.9 million which resulted from the termination, in the third quarter of 2013, of the A007 (Lacrisert®) development program acquired by Valeant as part of Aton Pharma, Inc. (“Aton”) acquisition in May 2010, which impacted the probability associated with potential milestone payments. The termination of this program also resulted in an IPR&D impairment charge in the third quarter of 2013, as described in note 12 titled “INTANGIBLE ASSETS AND GOODWILL”. | ||||||||||||||||||||||||||||||||
For the year ended December 31, 2012, a net gain of $5.3 million was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. The Acquisition-related contingent consideration net gain was primarily driven by (i) a net gain of $10.3 million related to the iNova acquisition, primarily due to changes in the estimated probability of achieving the milestones, partially offset by (ii) a net loss of $6.5 million related to the Elidel®/Xerese®/Zovirax® agreement, primarily driven by fair value adjustments to reflect accretion for the time value of money, partially offset by changes in the projected revenue forecast. | |||||||||||||||||||||||||||||||||
-2 | Relates to the 2013 acquisitions, primarily the Eisai acquisition and other smaller acquisitions, and the 2012 acquisitions, primarily the OraPharma, Gerot Lannach, QLT, and Atlantis acquisitions, as described in note 3 titled “BUSINESS COMBINATIONS”. | ||||||||||||||||||||||||||||||||
-3 | Relates primarily to payments of acquisition-related contingent consideration related to the Elidel®/Xerese®/Zovirax® agreement and the OraPharma and the Gerot Lannach acquisitions. See note 3 titled “BUSINESS COMBINATIONS”. | ||||||||||||||||||||||||||||||||
During the year ended December 31, 2013, the Company sold its entire investment in auction rate floating securities assumed in connection with the Medicis Acquisition in December 2012 (as described in note 3) and realized a gain of $1.9 million. | |||||||||||||||||||||||||||||||||
As of December 31, 2012, the Company also held investments in auction rate floating securities assumed in connection with the Medicis Acquisition, which were classified as available-for-sale securities and reflected at fair value (Level 3). | |||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | |||||||||||||||||||||||||||||||||
As of December 31, 2013, the Company’s assets measured at fair value on a non-recurring basis subsequent to initial recognition included: | |||||||||||||||||||||||||||||||||
(i) an intangible asset within the Company’s Developed Markets segment, related to ezogabine/retigabine (immediate-release formulation) which is co-developed and marketed under a collaboration agreement with GSK. The Company recognized an impairment charge of $551.6 million in the third quarter of 2013 in Amortization and impairments of finite-lived intangible assets in the consolidated statements of (loss) income. In addition, the Company fully impaired an IPR&D asset, within the Company’s Developed Markets segment, relating to a modified-release formulation of ezogabine/retigabine, which resulted in a charge of $93.8 million. The $93.8 million write-off was recognized in the third quarter of 2013 in In-process research and development impairments and other charges in the consolidated statements of (loss) income. These impairment charges were driven by analysis of expected future cash flows based on the communication received from the FDA in September 2013 regarding labeling changes and a required modification of the approved risk evaluation and mitigation strategy (REMS), which includes restrictions on distribution and additional patient monitoring. Further, as a result of this feedback received from the FDA, GSK decided that all sales force promotion for the product will be eliminated in the United States, and they will not launch the product in certain other planned territories. Per the terms of the collaboration agreement, GSK controls all sales force promotion for the product. Such changes are expected to have a significant impact on future cash flows of ezogabine/retigabine. The adjusted carrying amount of the ezogabine/retigabine (immediate-release formulation) of $45.1 million was equal to its estimated fair value, which was determined using discounted cash flows and represents Level 3 inputs. As a result of the events noted above, the Company believes that the value of the modified-release formulation of ezogabine/retigabine to a market participant would be zero. | |||||||||||||||||||||||||||||||||
(ii) assets held for sale within the Company’s Developed Markets segment, related to certain suncare and skincare brands, including inventory on hand, sold primarily in Australia. The Company recognized additional impairment charges of $31.5 million in 2013 for these brands in Amortization and impairments of finite-lived intangible assets in the consolidated statements of (loss) income. The additional impairment charges, which were recognized primarily in the first quarter, were driven by assessment of offers received and analysis of updated market data. During the fourth quarter of 2013, the Company sold the skincare brands that were classified as held for sale (see note 4 titled “ACQUISITIONS AND DISPOSITIONS” for further information). With respect to the remaining suncare brands, the plan of sale changed in the fourth quarter of 2013, and the Company no longer intends to sell these assets. Consequently, the carrying amount of $5.6 million, in the aggregate, for the remaining brands, is no longer classified as held for sale as of December 31, 2013; and | |||||||||||||||||||||||||||||||||
(iii) an intangible asset within the Company’s Developed Markets segment, related to Cortaid®, a dermatological product sold in the U.S. The Company recognized an impairment charge of $5.7 million in 2013 for this brand in Amortization and impairments of finite-lived intangible assets in the consolidated statements of (loss) income. The impairment charge was driven by discontinuations of the product by certain retailers. The adjusted carrying amount of $1.0 million for this asset was equal to its estimated fair value, which was determined using discounted cash flows and represents Level 3 inputs. | |||||||||||||||||||||||||||||||||
As of December 31, 2012, the Company’s assets measured at fair value on a non-recurring basis subsequent to initial recognition included: | |||||||||||||||||||||||||||||||||
(i) an IPR&D asset related to a Xerese® life-cycle product. The Company recognized an impairment charge in 2012 of $24.7 million in In-process research and development impairments and other charges related to this asset due to higher projected development spend and revised timelines for potential commercialization. The adjusted carrying amount of $8.8 million as of December 31, 2012 for this asset was equal to its estimated fair value, which was determined using discounted cash flows and represents Level 3 inputs; | |||||||||||||||||||||||||||||||||
(ii) intangible assets related to certain suncare and skincare brands sold primarily in Australia, which are classified as held for sale on the consolidated balance sheet. The Company recognized impairment charges in 2012 of $31.3 million for these brands in Amortization and impairments of finite-lived intangible assets in the consolidated statements of (loss) income. These charges included an allocation of goodwill of $12.8 million based on the relative fair value of these brands as compared to the total fair value of the Australia reporting unit. The adjusted carrying amount of $60.5 million for these assets as of December 31, 2012, in the aggregate, was equal to their estimated fair values less costs to sell, which was determined using discounted cash flows and represents Level 3 inputs; and | |||||||||||||||||||||||||||||||||
(iii) intangible asset related to the Dermaglow® product classified as held for sale on the consolidated balance sheet. The Company recognized impairment charges in 2012 of $18.7 million for the Dermaglow® product in Amortization and impairments of finite-lived intangible assets in the consolidated statements of (loss) income. The adjusted carrying amount of $2.2 million for this asset as of December 31, 2012 was equal to its estimated fair value less costs to sell, which was determined using discounted cash flows and represents Level 3 inputs. | |||||||||||||||||||||||||||||||||
For further information regarding asset impairment charges, see note 12 titled “INTANGIBLE ASSETS AND GOODWILL”. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||||||||||
The following table summarizes the estimated fair values of the Company’s financial instruments as of December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||||||||||||||||||
Value | Value | Value | Value | ||||||||||||||||||||||||||||||
Cash equivalents | $ | 171,339 | $ | 171,339 | $ | 306,604 | $ | 306,604 | |||||||||||||||||||||||||
Marketable securities(1) | — | — | 11,577 | 11,577 | |||||||||||||||||||||||||||||
Long-term debt (as described in note 14)(2) | (17,367,702 | ) | (18,375,289 | ) | (11,015,625 | ) | (11,691,338 | ) | |||||||||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||||||||||
-1 | Marketable securities are classified within Prepaid expenses and other current assets and Other long-term assets, net in the consolidated balance sheets. | ||||||||||||||||||||||||||||||||
-2 | Fair value measurement of long-term debt was estimated using the quoted market prices for the Company’s debt issuances. | ||||||||||||||||||||||||||||||||
The following table summarizes the Company’s marketable securities by major security type as of December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Cost | Fair | Gross Unrealized | Cost | Fair | Gross Unrealized | ||||||||||||||||||||||||||||
Basis | Value | Gains | Losses | Basis | Value | Gains | Losses | ||||||||||||||||||||||||||
Auction rate floating securities | $ | — | $ | — | $ | — | $ | — | $ | 7,166 | $ | 7,167 | $ | 1 | $ | — | |||||||||||||||||
Equity securities | — | — | — | — | 4,031 | 4,410 | 379 | — | |||||||||||||||||||||||||
$ | — | $ | — | $ | — | $ | — | $ | 11,197 | $ | 11,577 | $ | 380 | $ | — | ||||||||||||||||||
Gross gains and losses realized on the sale of marketable debt securities were not material in the years ended December 31, 2013, 2012 or 2011. |
ACCOUNTS_RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
ACCOUNTS RECEIVABLE | ' | ||||||||
ACCOUNTS RECEIVABLE | |||||||||
The components of accounts receivable as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Trade | $ | 1,704,015 | $ | 781,954 | |||||
Less allowance for doubtful accounts | (27,676 | ) | (12,485 | ) | |||||
1,676,339 | 769,469 | ||||||||
Royalties | 21,145 | 15,606 | |||||||
Other | 117,285 | 128,760 | |||||||
$ | 1,814,769 | $ | 913,835 | ||||||
The increase in accounts receivable primarily reflects acquisitions during 2013, including the addition of B&L’s, Natur Produkt’s and Obagi’s revenues in 2013, as well as revenue growth from the existing business. |
INVENTORIES
INVENTORIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
INVENTORIES | |||||||||
The components of inventories as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 221,762 | $ | 120,885 | |||||
Work in process | 104,744 | 60,384 | |||||||
Finished goods | 656,305 | 406,018 | |||||||
982,811 | 587,287 | ||||||||
Less allowance for obsolescence | (99,845 | ) | (56,031 | ) | |||||
$ | 882,966 | $ | 531,256 | ||||||
In the year ended December 31, 2013, the increase in inventories was primarily driven by (i) the 2013 acquisitions of businesses, primarily from the $652.1 million of inventory acquired in the B&L Acquisition, and (ii) investments in inventory to support growth of the business, partially offset by $372.5 million of acquisition related adjustments included in cost of goods sold, primarily related to B&L and Medicis inventories that were sold in the year ended December 31, 2013. | |||||||||
For further details regarding the 2013 acquisitions, see note 3 titled “BUSINESS COMBINATIONS”. |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | |||||||||
The major components of property, plant and equipment as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Land | $ | 76,940 | $ | 42,920 | |||||
Buildings | 607,056 | 220,039 | |||||||
Machinery and equipment | 1,062,746 | 262,226 | |||||||
Other equipment and leasehold improvements | 108,227 | 55,207 | |||||||
Equipment on operating lease | 28,566 | — | |||||||
Construction in progress | 189,543 | 55,840 | |||||||
2,073,078 | 636,232 | ||||||||
Less accumulated depreciation | (838,842 | ) | (173,508 | ) | |||||
$ | 1,234,236 | $ | 462,724 | ||||||
The increase in the gross carrying value primarily reflects the acquisition of B&L’s property, plant and equipment, which were recorded at fair value (as described in note 3 titled “BUSINESS COMBINATIONS”). | |||||||||
Depreciation expense amounted to $113.8 million, $54.8 million, and $45.6 million in the years ended December 31, 2013, 2012 and 2011, respectively. |
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | ' | |||||||||||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | ||||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||||
The major components of intangible assets as of December 31, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||
Weighted- | 2013 | 2012 | ||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Useful | ||||||||||||||||||||||||||
Lives | ||||||||||||||||||||||||||
(Years) | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization, | Carrying | Carrying | Amortization, | Carrying | |||||||||||||||||||||
Amount | Including | Amount | Amount | Including | Amount | |||||||||||||||||||||
Impairments | Impairments | |||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||||
Product brands | 9 | $ | 10,554,160 | $ | (2,729,118 | ) | $ | 7,825,042 | $ | 7,968,318 | $ | (1,345,367 | ) | $ | 6,622,951 | |||||||||||
Corporate brands | 15 | 365,617 | (44,372 | ) | 321,245 | 284,287 | (25,336 | ) | 258,951 | |||||||||||||||||
Product rights | 8 | 3,020,996 | (876,877 | ) | 2,144,119 | 2,110,350 | (525,186 | ) | 1,585,164 | |||||||||||||||||
Partner relationships | 4 | 194,035 | (83,221 | ) | 110,814 | 187,012 | (44,230 | ) | 142,782 | |||||||||||||||||
Out-licensed technology and other | 6 | 263,911 | (93,820 | ) | 170,091 | 209,452 | (57,507 | ) | 151,945 | |||||||||||||||||
Total finite-lived intangible assets(1) | 9 | 14,398,719 | (3,827,408 | ) | 10,571,311 | 10,759,419 | (1,997,626 | ) | 8,761,793 | |||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
Acquired IPR&D(2) | NA | 579,311 | — | 579,311 | 546,876 | — | 546,876 | |||||||||||||||||||
Corporate brand(3) | NA | 1,697,538 | — | 1,697,538 | — | — | — | |||||||||||||||||||
$ | 16,675,568 | $ | (3,827,408 | ) | $ | 12,848,160 | $ | 11,306,295 | $ | (1,997,626 | ) | $ | 9,308,669 | |||||||||||||
____________________________________ | ||||||||||||||||||||||||||
-1 | In the third quarter of 2013, the Company recognized an impairment charge of $551.6 million related to ezogabine/retigabine (immediate-release formulation) which is co-developed and marketed under a collaboration agreement with GSK. For further information regarding this asset impairment charge, see note 7 titled “FAIR VALUE MEASUREMENTS”. | |||||||||||||||||||||||||
In addition, in the third quarter of 2013, the Company recognized a write-off of $10.0 million related to certain OTC skincare products in the U.S. (included in the Company’s Developed Markets segment) due to the discontinuation of the products. The Company does not believe these programs have value to a market participant. | ||||||||||||||||||||||||||
In the first quarter of 2013, the Company recognized a write-off of $22.2 million related to Opana®, a pain relief medication approved in Canada (included in the Company’s Developed Markets segment), due to production issues arising in the first quarter of 2013. These production issues resulted in higher spending projections and delayed commercialization timelines which, in turn, triggered the Company’s decision to suspend its launch plans. The Company does not believe this program has value to a market participant. | ||||||||||||||||||||||||||
These impairment charges were recognized in Amortization and impairments of finite-lived intangible assets in the consolidated statements of (loss) income. | ||||||||||||||||||||||||||
-2 | In the fourth quarter of 2013, the Company wrote-off (i) an IPR&D asset of $14.4 million related to the termination of the Mapracorat development program (included in both the Emerging Markets and Developed Markets segments), acquired by the Company as part of B&L Acquisition, resulting from analysis of Phase 3 study results and (ii) an IPR&D asset of $8.8 million related to a Xerese® life-cycle product (Developed Markets segment) due to assessment of market data and evaluation of development risk. The Company does not believe these programs have value to a market participant. | |||||||||||||||||||||||||
In the third quarter of 2013, the Company wrote off an IPR&D asset of $93.8 million relating to a modified-release formulation of ezogabine/retigabine. For further information regarding this write-off, see note 7 titled “FAIR VALUE MEASUREMENTS”. | ||||||||||||||||||||||||||
In addition, in the third quarter of 2013, the Company wrote-off IPR&D assets of $27.3 million, in the aggregate, due to the write-off of IPR&D assets acquired by Valeant as part of Aton acquisition in May 2010, mainly related to the termination of the A007 (Lacrisert®) development program (Developed Markets segment) in the third quarter of 2013. The Company does not believe these programs have value to a market participant. | ||||||||||||||||||||||||||
In the fourth quarter of 2012, the Company recognized an IPR&D impairment charge of $24.7 million related to a Xerese® life-cycle product (Developed Markets segment) due to higher projected development spend and revised timelines for potential commercialization. In the third quarter of 2012, the Company wrote off an IPR&D asset of $133.4 million, relating to the IDP-107 program (Developed Markets segment), which was acquired in September 2010 as part of the Merger. Through discussion with various internal and external Key Opinion Leaders, the Company completed its analysis of the Phase 2 study results for IDP-107 during the third quarter of 2012. This led to the Company’s decision in the third quarter of 2012 to terminate the program and fully impair the asset. As attempts to identify a partner for the program were not successful, the Company continues to not believe the program has value to a market participant. In addition, in the second quarter of 2012, the Company wrote off $4.3 million relating to the termination of the MC5 program (Developed Markets segment) acquired as part of the Ortho Dermatologics acquisition in 2011 described in note 3. | ||||||||||||||||||||||||||
The write offs of the IPR&D assets were recorded in In-process research and development impairments and other charges in the consolidated statements of (loss) income. | ||||||||||||||||||||||||||
In addition, a $12.0 million payment in the third quarter of 2012 to terminate a research and development commitment with a third party was included in In-process research and development impairments and other charges in the consolidated statements of (loss) income. | ||||||||||||||||||||||||||
For further information regarding asset impairment charges, see note 7 titled “FAIR VALUE MEASUREMENTS”. | ||||||||||||||||||||||||||
-3 | Represents the B&L corporate trademark, which has an indefinite useful life and is not amortizable. See note 3 “BUSINESS COMBINATIONS” for further information. | |||||||||||||||||||||||||
The increase in intangible assets, net in 2013 primarily reflects the acquisition of the B&L, Obagi, Eisai and Natur Produkt identifiable intangible assets (as described in note 3) partially offset by amortization, the intangible impairments described above and the negative impact of foreign currency exchange. | ||||||||||||||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, amortization and impairments of finite-lived intangible assets were recorded as follows: | ||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||
Alliance and royalty revenue | $ | — | $ | — | $ | 1,072 | ||||||||||||||||||||
Cost of goods sold | — | 2,557 | 8,103 | |||||||||||||||||||||||
Amortization and impairments of finite-lived intangible assets | 1,901,977 | 928,885 | 557,814 | |||||||||||||||||||||||
$ | 1,901,977 | $ | 931,442 | $ | 566,989 | |||||||||||||||||||||
Amortization and impairments of finite-lived intangible assets for the year ended December 31, 2013 includes the $551.6 million impairment charge related to ezogabine/retigabine (described above), the $31.5 million of impairment charges related to suncare and skincare brands sold primarily in Australia (see note 7 titled “FAIR VALUE MEASUREMENTS” for additional information), the $22.2 million Opana® write-off (described above), $38.0 million of write-offs, in the aggregate, primarily related to the discontinuation of certain products in the Brazilian, Canadian, and Polish markets, and the $10.0 million write-off related to certain OTC skincare products in the U.S. (described above). | ||||||||||||||||||||||||||
Estimated aggregate amortization expense for each of the five succeeding years ending December 31 is as follows: | ||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||||||
Amortization expense(1) | $ | 1,406,660 | $ | 1,368,548 | $ | 1,278,275 | $ | 1,213,345 | $ | 1,088,496 | ||||||||||||||||
____________________________________ | ||||||||||||||||||||||||||
-1 | Estimated amortization expense shown in the table above does not include potential future impairments of finite-lived intangible assets, if any. | |||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for years ended December 31, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||
Developed | Emerging | Total | ||||||||||||||||||||||||
Markets | Markets | |||||||||||||||||||||||||
Balance, December 31, 2011(1) | $ | 2,530,976 | $ | 1,050,536 | $ | 3,581,512 | ||||||||||||||||||||
Additions(2) | 1,466,684 | 49,908 | 1,516,592 | |||||||||||||||||||||||
Adjustments(3) | (14,631 | ) | — | (14,631 | ) | |||||||||||||||||||||
Foreign exchange and other(4) | 9,959 | 47,934 | 57,893 | |||||||||||||||||||||||
Balance, December 31, 2012(1) | 3,992,988 | 1,148,378 | 5,141,366 | |||||||||||||||||||||||
Additions(5) | 3,395,656 | 1,199,528 | 4,595,184 | |||||||||||||||||||||||
Adjustments(6) | 28,468 | (316 | ) | 28,152 | ||||||||||||||||||||||
Foreign exchange and other | 11,627 | (24,229 | ) | (12,602 | ) | |||||||||||||||||||||
Balance, December 31, 2013 | $ | 7,428,739 | $ | 2,323,361 | $ | 9,752,100 | ||||||||||||||||||||
____________________________________ | ||||||||||||||||||||||||||
-1 | Effective in the first quarter of 2013, the Company has two reportable segments: Developed Markets and Emerging Markets. Accordingly, the Company has restated prior period segment information to conform to the current period presentation. For further details, see note 26 titled “SEGMENT INFORMATION”. | |||||||||||||||||||||||||
-2 | Primarily relates to the Medicis, OraPharma, Probiotica and Gerot Lannach acquisitions (as described in note 3). | |||||||||||||||||||||||||
-3 | Primarily reflects the impact of measurement period adjustments related to the iNova, Dermik and Afexa acquisitions (as described in note 3). | |||||||||||||||||||||||||
-4 | Includes an impairment charge of $12.8 million related to the allocation of goodwill to the carrying amounts of certain suncare and skincare brands primarily sold in Australia, which were classified as held for sale as of December 31, 2012. Refer to note 7 titled “FAIR VALUE MEASUREMENTS”, for additional details regarding these impairment charges. | |||||||||||||||||||||||||
-5 | Primarily relates to the B&L, Obagi and Natur Produkt acquisitions (as described in note 3). | |||||||||||||||||||||||||
-6 | Primarily reflects the impact of measurement period adjustments related to the Medicis acquisition (as described in note 3). | |||||||||||||||||||||||||
As described in note 3, the allocation of the goodwill balance associated with the B&L Acquisition is provisional and subject to the completion of the valuation of the assets acquired and liabilities assumed. |
ACCRUED_AND_OTHER_CURRENT_LIAB
ACCRUED AND OTHER CURRENT LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Liabilities, Current [Abstract] | ' | ||||||||
ACCRUED AND OTHER CURRENT LIABILITIES | ' | ||||||||
ACCRUED AND OTHER CURRENT LIABILITIES | |||||||||
The major components of accrued and other current liabilities as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Product returns | $ | 225,457 | $ | 171,099 | |||||
Product rebates | 566,655 | 369,339 | |||||||
Interest | 227,423 | 131,462 | |||||||
Employee costs | 201,223 | 69,345 | |||||||
Professional fees | 46,271 | 29,950 | |||||||
Restructuring, integration and other costs (as described in note 6) | 111,972 | 32,798 | |||||||
Royalties | 37,590 | 24,523 | |||||||
Legal settlements and related fees (as described in note 24) | 55,925 | 16,279 | |||||||
Liabilities for uncertain tax positions | 8,667 | 14,395 | |||||||
Value added tax | 25,872 | 12,892 | |||||||
Short-term borrowings | 12,081 | 10,548 | |||||||
Deferred income | 19,487 | 7,032 | |||||||
Income taxes payable | 39,097 | 19,910 | |||||||
Capital expenditures | 27,197 | 959 | |||||||
Advertising | 8,507 | 11,432 | |||||||
Other | 186,769 | 86,261 | |||||||
$ | 1,800,193 | $ | 1,008,224 | ||||||
The increase in accruals for capital expenditures is driven by the B&L business, which the Company acquired in August 2013. |
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||
LONG-TERM DEBT | ' | ||||||||||
LONG-TERM DEBT | |||||||||||
A summary of the Company’s consolidated long-term debt as of December 31, 2013 and 2012, respectively, is outlined in the table below: | |||||||||||
Maturity Date | 2013 | 2012 | |||||||||
Revolving Credit Facility(1) | April 2018 | $ | — | $ | — | ||||||
Series A-1 Tranche A Term Loan Facility, net of unamortized debt discount (2013 — $3,635; 2012 — $30,288)(1) | April 2016 | 258,985 | 2,083,462 | ||||||||
Series A-2 Tranche A Term Loan Facility, net of unamortized debt discount of $6,205(1) | Apr-16 | 228,145 | — | ||||||||
Series A-3 Tranche A Term Loan Facility, net of unamortized debt discount of $35,412 (1) | Oct-18 | 1,935,713 | — | ||||||||
Series D-2 Tranche B Term Loan Facility, net of unamortized debt discount of (2013 — $27,046; 2012 — $24,833)(1) | Feb-19 | 1,256,704 | 1,275,167 | ||||||||
Series C-2 Tranche B Term Loan Facility, net of unamortized debt discount of (2013 — $20,692; 2012 — $26,012)(1) | Dec-19 | 966,808 | 973,988 | ||||||||
Series E Tranche B Term Loan Facility, net of unamortized debt discount of $85,493(1) | Aug-20 | 3,090,506 | — | ||||||||
Senior Notes: | |||||||||||
6.50% | July 2016 | — | 915,500 | ||||||||
6.75%, net of unamortized debt discount (2013 — $1,338; 2012 — $1,695) | October 2017 | 498,662 | 498,305 | ||||||||
6.875%, net of unamortized debt discount (2013 — $4,402; 2012 — $5,303) | December 2018 | 940,178 | 939,277 | ||||||||
7.00%, net of unamortized debt discount (2013 — $2,909; 2012 — $3,340) | October 2020 | 687,091 | 686,660 | ||||||||
6.75% | August 2021 | 650,000 | 650,000 | ||||||||
7.25%, net of unamortized debt discount (2013 — $7,756; 2012 — $8,665) | July 2022 | 542,244 | 541,335 | ||||||||
6.375%, net of unamortized discount (2013 — $28,609; 2012 — $25,480) | Oct-20 | 2,221,391 | 1,724,520 | ||||||||
6.375%, net of unamortized discount (2012 — $7,280) | Oct-20 | — | 492,720 | ||||||||
6.75%, net of unamortized discount (2013 — $18,153) | Aug-18 | 1,581,847 | — | ||||||||
7.50%, net of unamortized discount (2013 — $19,121) | Jul-21 | 1,605,879 | — | ||||||||
5.625%, net of unamortized discount (2013 — $8,463) | Dec-21 | 891,537 | — | ||||||||
Medicis Convertible Notes(2) | Various | 209 | 233,793 | ||||||||
Other(3) | Various | 11,803 | 898 | ||||||||
17,367,702 | 11,015,625 | ||||||||||
Less current portion | (204,756 | ) | (480,182 | ) | |||||||
Total long-term debt | $ | 17,162,946 | $ | 10,535,443 | |||||||
____________________________________ | |||||||||||
-1 | Together, the “Senior Secured Credit Facilities” under the Company’s Third Amended and Restated Credit and Guaranty Agreement (the “Credit Agreement”). | ||||||||||
-2 | Represents obligations assumed from Medicis. | ||||||||||
-3 | Relates to the obligations assumed from B&L (discussed below). | ||||||||||
The Company’s Senior Secured Credit Facilities and indentures related to its senior notes contain customary covenants, including, among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of its subsidiaries to: incur or guarantee additional indebtedness; create or permit liens on assets; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; make certain investments and other restricted payments; engage in mergers, acquisitions, consolidations and amalgamations; transfer and sell certain assets; and engage in transactions with affiliates. | |||||||||||
The Company’s Senior Secured Credit Facilities also contain specified financial covenants (consisting of a secured leverage ratio and an interest coverage ratio), various customary affirmative covenants and specified events of default. The Company’s indentures also contain certain customary affirmative covenants and specified events of default. | |||||||||||
The total fair value of the Company’s long-term debt, with carrying values of $17.4 billion and $11.0 billion at December 31, 2013 and 2012, was $18.4 billion and $11.7 billion, respectively. The fair value of the Company’s long-term debt is estimated using the quoted market prices for the Company’s debt issuances. | |||||||||||
Aggregate maturities of our long-term debt for each of the five succeeding years ending December 31 and thereafter are as follows: | |||||||||||
2014 | $ | 204,756 | |||||||||
2015 | 372,534 | ||||||||||
2016 | 744,814 | ||||||||||
2017 | 954,215 | ||||||||||
2018 | 3,497,814 | ||||||||||
Thereafter | 11,862,803 | ||||||||||
Total gross maturities | 17,636,936 | ||||||||||
Unamortized discounts | (269,234 | ) | |||||||||
Total long-term debt | $ | 17,367,702 | |||||||||
Senior Secured Credit Facilities | |||||||||||
On February 13, 2012, the Company and certain of its subsidiaries as guarantors entered into the Credit Agreement with a syndicate of financial institutions and investors. Between February 13, 2012 and December 31, 2012, the Company and certain of its subsidiaries as guarantors entered into a series of joinder agreements to, among other things, (i) increase the existing tranche B term loan facility (the “Tranche B Term Loan Facility”) through new incremental term loans, (ii) reprice and refinance the Tranche B Term Loan Facility (such repriced Tranche B Term Loan Facility, the “Series D Tranche B Term Loan Facility”), and (iii) increase the amount of commitments under the revolving credit facility provided under the Credit Agreement (the “Revolving Credit Facility”). In connection with the repricing and refinancing of the Tranche B Term Loan Facility, the Company recognized a loss on extinguishment of debt of $17.6 million in the three-month period ended December 31, 2012. In addition, in connection with the Medicis acquisition, the Company on December 11, 2012, issued $1.0 billion in a new Series C of the Tranche B Term Loans (the “Series C Tranche B Term Loan Facility”). As of December 31, 2012, the Credit Agreement provided for a $450.0 million Revolving Credit Facility, including a sublimit for the issuance of standby and commercial letters of credit and a sublimit for swing line loans, a $2.225 billion senior secured tranche A term loan facility (the “Tranche A Term Loan Facility”), a $1.3 billion senior secured Series D Tranche B Term Loan Facility and a $1.0 billion senior secured Series C Tranche B Term Loan Facility. | |||||||||||
On January 24, 2013, the Company and certain of its subsidiaries as guarantors entered into Amendment No. 3 to the Credit Agreement to reprice the Tranche A Term Loan Facility, (as so amended, the “Series A-1 Tranche A Term Loan Facility”) and the Revolving Credit Facility. Borrowings under the Revolving Credit Facility and the Series A-1 Tranche A Term Loan Facility bore interest at a rate per annum equal to, at the Company’s option, either (a) a base rate or (b) a LIBO rate, in each case plus an applicable margin. The initial applicable margin for borrowings under the Revolving Credit Facility and the Tranche A Term Loan Facility was 1.75% with respect to base rate borrowings and 2.75% with respect to LIBO rate borrowings. As amended, the applicable margins for the Tranche A Term Loan Facility and the Revolving Credit Facility each were reduced by 0.75%. Interest rates for the Revolving Credit Facility and the Series A-1 Tranche A Term Loan Facility are subject to increase or decrease quarterly based on leverage ratios. For the year ended December 31, 2013, the effective rate of interest on the Company’s borrowings under the Series A-1 Tranche A Term Loan Facility was 2.46% per annum. In 2013, the Company made a voluntary prepayment of the scheduled March 2014 amortization payment applicable to the Series A-1 Tranche A Term Loan Facility, resulting in a principal reduction of $106.3 million. | |||||||||||
On February 21, 2013, the Company and certain of its subsidiaries as guarantors entered into Amendment No. 4 to the Credit Agreement to effectuate a repricing of the Series D Tranche B Term Loan Facility and Series C Tranche B Term Loan Facility by the issuance of $1.3 billion and $1.0 billion in new incremental term loans (the “Series D-1 Tranche B Term Loan Facility” and “Series C-1 Tranche B Term Loan Facility”, respectively). Term loans under the Series D Tranche B Term Loan Facility and Series C Tranche B Term Loan Facility were either exchanged for, or repaid with the proceeds of, the Series D-1 Tranche B Term Loan Facility and Series C-1 Tranche B Term Loan Facility, respectively. The applicable margins for borrowings under the Series D-1 Tranche B Term Loan Facility and Series C-1 Tranche B Term Loan Facility are 1.75% with respect to base rate borrowings and 2.75% with respect to LIBO rate borrowings, subject to a 0.75% LIBO rate floor and a 1.75% base rate floor. The term loans under the Series D-1 Tranche B Term Loan Facility and the Series C-1 Tranche B Term Loan Facility mature on February 13, 2019 and December 11, 2019, respectively, began amortizing quarterly on March 31, 2013 at an annual rate of 1.0% and have terms consistent with the Series D Tranche B Term Loan Facility and Series C Tranche B Term Loan Facility, respectively. In connection with the repricing of the Series D Tranche B Term Loan Facility and the Series C Tranche B Term Loan Facility, the Company paid a prepayment premium of approximately $23.0 million, equal to 1.0% of the refinanced term loans under the Series D Tranche B Term Loan Facility and Series C Tranche B Term Loan Facility. In connection with this transaction, the Company recognized a loss on extinguishment of debt of $21.4 million in the three-month period ended March 31, 2013. | |||||||||||
On June 6, 2013, the Company and certain of its subsidiaries, as guarantors, entered into Amendment No. 5 to the Credit Agreement to implement certain revisions in connection with the B&L Acquisition. The amendment provided for certain revisions in connection with, among other things, the formation of VPII Escrow Corp., the offering of the senior unsecured notes by VPII Escrow Corp., the equity offering, the waiver of certain closing conditions and/or requirements in connection with the incurrence of incremental term loans and/or establishment of incremental revolving commitments related to the consummation of the B&L Acquisition. | |||||||||||
On June 26, 2013, the Company and certain of its subsidiaries, as guarantors, entered into Amendment No. 6 to the Credit Agreement to, among other things, allow for the increase in commitments under the Revolving Credit Facility and the extension of the maturity of the Revolving Credit Facility from April 20, 2016 to April 20, 2018, and to amend certain other provisions of the Credit Agreement. On July 15, 2013, the increase in commitments and maturity extension under the Revolving Credit Facility was completed, with commitments increased by $550.0 million to $1.0 billion. For the year ended December 31, 2013, the effective rate of interest on the Company’s borrowings under the Revolving Credit Facility was 2.40% per annum. | |||||||||||
On June 27, 2013, the Company priced new incremental term loan facilities in an aggregate principal amount of $4,050.0 million (the “Incremental Term Loan Facilities”) under its existing Senior Secured Credit Facilities. The Incremental Term Loan Facilities consist of (1) $850.0 million of tranche A term loans, maturing on April 20, 2016 (the “Series A-2 Tranche A Term Loan Facility”), bearing interest at a rate per annum equal to, at the election of the Company, (i) the base rate plus 1.25% or (ii) LIBO rate plus 2.25% and having terms that are consistent with the Company’s existing Series A-1 Tranche A Term Loan Facility, and (2) $3,200.0 million of tranche B term loans maturing on August 5, 2020 (the “Series E Tranche B Term Loan Facility”), bearing interest at a rate per annum equal to, at the election of the Company, (i) the base rate plus 2.75%, subject to a 1.75% base rate floor or (ii) LIBO rate plus 3.75%, subject to a 0.75% LIBO rate floor and having terms that are consistent with the Company’s Series D-1 Tranche B Term Loan Facility. The Incremental Term Loan Facilities closed on August 5, 2013, concurrent with the closing of the B&L Acquisition. Pursuant to the Credit Agreement, in connection with the funding of the Incremental Term Loan Facilities, the interest margins under the Series D-1 Tranche B Term Loan Facility and Series C-1 Tranche B Term Loan Facility increased by 0.875% per annum. For the year ended December 31, 2013, the effective rate of interest on the Company’s borrowings under the Series A-2 Tranche A Term Loan Facility and Series E Tranche B Term Loan Facility were 2.43% and 4.50% per annum, respectively. In 2013, the Company made a voluntary prepayment of the scheduled March 2014 amortization payment applicable to the Series A-2 Tranche A Term Loan Facility and Series E Tranche B Term Loan Facility, resulting in a principal reduction of $42.5 million and $8.0 million, respectively. | |||||||||||
On September 17, 2013, the Company and certain of its subsidiaries, as guarantors, entered into Amendment No. 7 to the Credit Agreement to effectuate a repricing of the Series D-1 Tranche B Term Loan Facility and the Series C-1 Tranche B Term Loan Facility by issuance of $1,287.0 million and $990.0 million in new incremental term loans (the “Series D-2 Tranche B Term Loan Facility” and “Series C-2 Tranche B Term Loan Facility”, respectively). Term loans under the Series D-1 Tranche B Term Loan Facility and Series C-1 Tranche B Term Loan Facility were either exchanged for, or repaid with the proceeds of the Series D-2 Tranche B Term Loan Facility and Series C-2 Tranche B Term Loan Facility, respectively. The applicable margins for borrowings under the Series D-2 Tranche B Term Loan Facility and Series C-2 Tranche B Term Loan Facility are 2.0% with respect to base rate borrowings and 3.0% with respect to LIBO rate borrowings, subject to a 1.75% base rate floor and a 0.75% LIBO rate floor. The Series D-2 Tranche B Term Loan Facility and Series C-2 Tranche B Term Loan Facility have terms consistent with the Series D-1 Tranche B Term Loan Facility and Series C-1 Tranche B Term Loan Facility, respectively. For the year ended December 31, 2013, the effective rate of interest on the Company’s borrowings under both the Series D-2 Tranche B Term Loan Facility and Series C-2 Tranche B Term Loan Facility was 3.87% per annum. In 2013, the Company made a voluntary prepayment of the scheduled March 2014 amortization payment applicable to the Series D-2 Tranche B Term Loan Facility and Series C-2 Tranche B Term Loan Facility, resulting in a principal reduction of $3.3 million and $2.5 million, respectively. | |||||||||||
On December 20, 2013, the Company entered into Amendment No. 8 to the Credit Agreement to allow for the extension of the maturity of all or a portion of the Series A-1 Tranche A Term Loans and Series A-2 Tranche A Term Loans outstanding from April 20, 2016 to October 20, 2018 (as extended, the “Series A-3 Tranche A Term Loan Facility”). Some of the lenders exchanged and/or converted a portion or all of their existing term loans outstanding under the Series A-1 Tranche A Term Loan Facility and Series A-2 Tranche A Term Loan Facility into the Series A-3 Tranche A Term Loan Facility. In addition, several existing lenders increased their term loans outstanding under the Series A-3 Tranche A Term Loan Facility for an aggregate amount of $33.0 million. For the year ended December 31, 2013, the effective rate of interest on the Company’s borrowings under the Series A-3 Tranche A Term Loan Facility was 2.42% per annum. On December 31, 2013, the Company made a voluntary prepayment of the scheduled March 2014 amortization payment applicable to the Series A-3 Tranche A Term Loan Facility, resulting in a principal reduction of $25.0 million. | |||||||||||
The Revolving Credit Facility matures on April 20, 2018 and does not amortize. The Series A-1 Tranche A Term Loans mature on April 20, 2016 and began amortizing quarterly on March 31, 2012 at an initial annual rate of 5.0%. The amortization schedule under the Series A-1 Tranche A Term Loans increased to 10.0% annually commencing March 31, 2013 and following the closing of Amendment No. 8, will amortize at an annual rate of approximately 25% beginning June 30, 2014. The Series A-2 Tranche A Term Loans mature on April 20, 2016 and began amortizing quarterly on September 30, 2013 at an initial annual rate of 10.0% and, following the closing of Amendment No. 8, will amortize at an annual rate of approximately 22% beginning June 30, 2014. The Series A-3 Tranche A Term Loans mature on October 20, 2018 and will begin amortizing on March 31, 2014 at an initial annual rate of 5.0% increasing to 10.0% annually commencing March 31, 2015, increasing again to 20.0% annually commencing March 31, 2016. The Series D-2 Tranche B Term Loan Facility matures on February 13, 2019 and amortizes quarterly at an annual rate of 1.0%. The Series C-2 Tranche B Term Loan Facility matures on December 11, 2019, and amortizes quarterly at an annual rate of 1.0%. The Series E Tranche B Term Loan Facility matures on August 5, 2020, and amortizes quarterly at an annual rate of 1.0%. | |||||||||||
The loans under the Senior Secured Credit Facilities may be made to, and the letters of credit under the Revolving Credit Facility may be issued on behalf of, the Company. All borrowings under the Senior Secured Credit Facilities are subject to the satisfaction of customary conditions, including the absence of a default or an event of default and the accuracy in all material respects of representations and warranties. | |||||||||||
In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay commitment fees of 0.50% per annum in respect of the unutilized commitments under the Revolving Credit Facility, payable quarterly in arrears. The Company also is required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on LIBO rate borrowings under the Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees. | |||||||||||
Subject to certain exceptions and customary baskets set forth in the Credit Agreement, the Company is required to make mandatory prepayments of the loans under the Senior Secured Credit Facilities under certain circumstances, including from (a) 100% of net cash proceeds from asset sales outside the ordinary course of business (subject to reinvestment rights), (b) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights and net proceeds threshold), (c) 50% of the net cash proceeds from the issuance of equity securities subject to decrease based on leverage ratios, (d) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as defined in the Credit Agreement) and (e) 50% of Consolidated Excess Cash Flow (as defined in the Credit Agreement) subject to decrease based on leverage ratios. | |||||||||||
The Company is permitted to voluntarily reduce the unutilized portion of the revolving commitment amount and repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBO rate loans. As of December 31, 2013, the Company is permitted to voluntarily repay outstanding loans under the Tranche A Term Loan Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBO rate loans. Any repayment of the Series D-2 Tranche B Term Loan Facility or the Series C-2 Tranche B Term Loan Facility in connection with certain refinancings on or prior to March 17, 2014 requires a prepayment premium of 1.0% of such loans prepaid. As of December 31, 2013, any repayment of the Series E Tranche B Term Loan Facility in connection with certain refinancings on or prior to February 5, 2014 required a prepayment premium of 1.0% of such loans prepaid. As a result of the Series E Tranche B Term Loan Facility refinancing launched on December 5, 2013, which closed on February 6, 2014 (see note 27 titled “SUBSEQUENT EVENTS AND PENDING TRANSACTIONS”), any repayment of the repriced Series E Tranche B Term Loan Facility in connection with certain refinancings on or prior to August 6, 2014 will require a prepayment premium of 1.0% of such loans prepaid. | |||||||||||
The Company’s obligations and the obligations of the guarantors under the Senior Secured Credit Facilities and certain hedging arrangements and cash management arrangements entered into with lenders under the Senior Secured Credit Facilities (or affiliates thereof) are secured by first-priority security interests in substantially all tangible and intangible assets of the Company and the guarantors, including 100% of the capital stock of Valeant and each material subsidiary of the Company (other than Valeant’s foreign subsidiaries) and 65% of the capital stock of each foreign subsidiary of Valeant that is directly owned by Valeant or a guarantor that is a domestic subsidiary of Valeant, in each case subject to certain exclusions set forth in the credit documentation governing the Senior Secured Credit Facilities. | |||||||||||
As of December 31, 2013, the Company was in compliance with all covenants associated with the Senior Secured Credit Facilities. | |||||||||||
6.50% Senior Notes due 2016 and 7.25% Senior Notes due 2022 | |||||||||||
On March 8, 2011, Valeant issued $950.0 million aggregate principal amount of 6.50% senior notes due 2016 (the “2016 Notes”) and $550.0 million aggregate principal amount of 7.25% senior notes due 2022 (the “2022 Notes”) in a private placement. The 2016 Notes had a maturity date of July 15, 2016, accrued interest at the rate of 6.50% per year, and were issued at par. The 2022 Notes will mature on July 15, 2022 and accrue interest at the rate of 7.25% per year, payable semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2011. The 2022 Notes were issued at 98.125% of par for an effective annual yield of 7.50%. The 2016 Notes and 2022 Notes were and are, respectively, senior unsecured obligations of Valeant and jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company’s subsidiaries (other than Valeant) that is a guarantor under the Senior Secured Credit Facilities. Certain of the future subsidiaries of the Company may be required to guarantee the 2022 Notes. | |||||||||||
In the fourth quarter of 2011, Valeant redeemed $34.5 million of principal amount of the 2016 Notes for $34.2 million through open-market purchases. In the fourth quarter of 2013, Valeant redeemed all $915.5 million of the outstanding principal amount of the 2016 Notes for $945.3 million, including a call premium of $29.8 million, plus accrued and unpaid interest, and satisfied and discharged the 2016 Notes indenture, solely with respect to the 2016 Notes. In connection with this transaction, the Company recognized a loss on extinguishment of debt of $32.5 million in the three-month period ended December 31, 2013. | |||||||||||
Valeant may redeem the 2022 Notes at any time prior to July 15, 2016 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium. On or after July 15, 2016, Valeant may redeem all or a portion of the 2022 Notes, at the redemption prices applicable to the 2022 Notes, as set forth in the 2022 Notes indenture, plus accrued and unpaid interest to the date of redemption of the 2022 Notes, as applicable. In addition, prior to July 15, 2014, Valeant may redeem up to 35% of the aggregate principal amount of the 2022 Notes, at redemption prices of 107.250% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of certain equity offerings. | |||||||||||
6.75% Senior Notes due 2017 and 7.00% Senior Notes due 2020 | |||||||||||
Concurrent with the closing of the Merger in September 2010 (the “Merger Date”), Valeant issued $500.0 million aggregate principal amount of 6.75% senior notes due 2017 (the “2017 Notes”) and $700.0 million aggregate principal amount of 7.00% senior notes due 2020 (the “October 2020 Notes”) in a private placement. The 2017 Notes mature on October 1, 2017 and the October 2020 Notes mature on October 1, 2020. Interest on the 2017 Notes and October 2020 Notes accrues at the rate of 6.75% and 7.00%, respectively, and is payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2011. The 2017 Notes were issued at a discount of 99.5% for an effective annual yield of 6.84% and the October 2020 Notes were issued at a discount of 99.375% for an effective annual yield of 7.09%. The 2017 Notes and October 2020 Notes are the senior unsecured obligations of Valeant and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company’s subsidiaries (other than Valeant) that is a guarantor under the Senior Secured Credit Facilities. Certain of the future subsidiaries of the Company may be required to guarantee the 2017 Notes and 2020 Notes. | |||||||||||
Valeant may redeem all or a portion of the 2017 Notes at any time prior to October 1, 2014, and Valeant may redeem all or a portion of the October 2020 Notes at any time prior to October 1, 2015, in each case at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium, as set forth in the 2017 Notes and October 2020 Notes indenture. In the fourth quarter of 2011, Valeant redeemed $10.0 million of principal amount of the October 2020 Notes for $9.5 million through open-market purchases. On or after October 1, 2014, Valeant may redeem all or a portion of the 2017 Notes, and on or after October 1, 2015, Valeant may redeem all or a portion of the October 2020 Notes, in each case at the redemption prices applicable to the 2017 Notes or the October 2020 Notes, as set forth in the 2017 Notes and October 2020 Notes indenture, plus accrued and unpaid interest to the date of redemption. | |||||||||||
6.875% Senior Notes due 2018 | |||||||||||
On November 23, 2010, Valeant issued $1.0 billion aggregate principal amount of 6.875% senior notes due 2018 (the “December 2018 Notes”) in a private placement. The December 2018 Notes mature on December 1, 2018. Interest on the December 2018 Notes accrues at a rate of 6.875% and is payable semi-annually in arrears on each June 1 and December 1, commencing on June 1, 2011. The December 2018 Notes were issued at a discount of 99.24% for an effective annual yield of 7.0%. The December 2018 Notes are senior unsecured obligations of Valeant and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company’s subsidiaries (other than Valeant) that is a guarantor under the Senior Secured Credit Facilities. Certain of the future subsidiaries of the Company may be required to guarantee the December 2018 Notes. | |||||||||||
Valeant may redeem all or a portion of the December 2018 Notes at any time prior to December 1, 2014, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium, as set forth in the December 2018 Notes indenture. In the fourth quarter of 2011, Valeant redeemed $55.4 million of principal amount of the December 2018 Notes for $54.9 million. On or after December 1, 2014, Valeant may redeem all or a portion of the December 2018 Notes at the redemption prices applicable to the December 2018 Notes, as set forth in the December 2018 Notes indenture, plus accrued and unpaid interest to the date of redemption. | |||||||||||
6.75% Senior Notes due 2021 | |||||||||||
On February 8, 2011, Valeant issued at par $650.0 million aggregate principal amount of 6.75% senior notes due 2021 (the “August 2021 Notes”) in a private placement. Interest on the August 2021 Notes accrues at the rate of 6.75% per year and is payable semi-annually in arrears on each February 15 and August 15, commencing on August 15, 2011. The August 2021 Notes mature on August 15, 2021. The August 2021 Notes are senior unsecured obligations of Valeant and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company’s subsidiaries (other than Valeant) that is a guarantor under the Senior Secured Credit Facilities. Certain of the future subsidiaries of the Company may be required to guarantee the August 2021 Notes. | |||||||||||
The net proceeds of the August 2021 Notes offering were used principally to finance the acquisitions of PharmaSwiss (as described in note 3) and Zovirax® (as described in note 4). | |||||||||||
Valeant may redeem all or a portion of the August 2021 Notes at any time prior to February 15, 2016, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium. On or after February 15, 2016, Valeant may redeem all or a portion of the August 2021 Notes at the redemption prices applicable to the August 2021 Notes as set forth in the August 2021 Notes indenture, plus accrued and unpaid interest to the date of redemption of the August 2021 Notes. In addition, prior to February 15, 2014, Valeant may redeem up to 35% of the aggregate principal amount of the August 2021 Notes at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of certain equity offerings. | |||||||||||
6.375% Senior Notes due 2020 | |||||||||||
On October 4, 2012, VPI Escrow Corp. (the “VPI Escrow Issuer”), a newly formed wholly owned subsidiary of Valeant, issued $1,750.0 million aggregate principal amount of 6.375% senior notes due 2020 (the “6.375% Notes”) in a private placement. The 6.375% Notes mature on October 15, 2020. The 6.375% Notes accrue interest at the rate of 6.375% per year, which is payable semi-annually in arrears on April 15 and October 15, which commenced on April 15, 2013. In connection with the issuance of the 6.375% Notes, the Company incurred approximately $26.3 million in underwriting fees, which are recognized as debt issue discount, which resulted in the net proceeds of $1,723.7 million. At the time of the closing of the Medicis Acquisition, (1) the VPI Escrow Issuer merged with and into Valeant, with Valeant continuing as the surviving corporation, (2) Valeant assumed all of the VPI Escrow Issuer’s obligations under the 6.375% Notes and the related indenture and (3) the funds previously held in escrow were released to the Company and were used to finance the Medicis Acquisition. | |||||||||||
The 6.375% Notes are jointly and severally guaranteed on a senior unsecured basis by the Company and each of the Company’s subsidiaries (other than Valeant) that is a guarantor under the Senior Secured Credit Facilities. Certain of the future subsidiaries of the Company may be required to guarantee the 6.375% Notes. | |||||||||||
The indenture governing the terms of the 6.375% Notes provides that the 6.375% Notes are redeemable at the option of Valeant, in whole or in part, at any time on or after October 15, 2016, at the specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. In addition, Valeant may redeem some or all of the 6.375% Notes prior to October 15, 2016, in each case at a price equal to 100% of the principal amount thereof, plus a make-whole premium. Prior to October 15, 2015, Valeant may also redeem up to 35% of the aggregate principal amount of the 6.375% Notes using the proceeds from certain equity offerings at a redemption price equal to 106.375% of the principal amount of the 6.375% Notes, plus accrued and unpaid interest to the date of redemption. | |||||||||||
Concurrently with the offering of the 6.375% Notes on October 4, 2012, Valeant issued $500.0 million aggregate principal amount of 6.375% senior notes due 2020 (the “Exchangeable Notes”) in a private placement, the form and terms of such notes being substantially identical to the form and terms of the 6.375% Notes, as described above. In connection with the issuance of the Exchangeable Notes, the Company incurred approximately $7.5 million in underwriting fees, which are recognized as debt issue discount, which resulted in the net proceeds of $492.5 million. | |||||||||||
On March 29, 2013, the Company announced that Valeant commenced an offer to exchange (the “Exchange Offer”) any and all of its Exchangeable Notes into the previously outstanding 6.375% Notes. Valeant conducted the Exchange Offer in order to satisfy its obligations under the indenture governing the Exchangeable Notes with the anticipated result being that some or all of such notes would be part of a single series of 6.375% senior notes under one indenture. The Exchange Offer, which did not result in any changes to existing terms or to the total amount of the Company’s debt outstanding, expired on April 26, 2013. $497.7 million of aggregate principal amount of the Exchangeable Notes was exchanged as of such date. In the third quarter of 2013, Valeant executed a private exchange of the remaining $2.3 million of aggregate principal amount of the Exchangeable Notes into the previously outstanding 6.375% Notes. | |||||||||||
6.75% Senior Notes due 2018 and 7.50% Senior Notes due 2021 | |||||||||||
On July 12, 2013, VPII Escrow Corp. (the “VPII Escrow Issuer”), a newly formed wholly-owned subsidiary of the Company, issued $1,600.0 million aggregate principal amount of the 6.75% senior notes due 2018 (the “August 2018 Notes”) and $1,625.0 million aggregate principal amount of the 7.50% senior notes due 2021 (the “July 2021 Notes”) in a private placement. The August 2018 Notes mature on August 15, 2018 and bear interest at the rate of 6.75% per annum, payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2014. The July 2021 Notes mature on July 15, 2021 and bear interest at the rate of 7.50% per annum, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2014. In connection with the issuances of the August 2018 Notes and the July 2021 Notes, the Company incurred approximately $20.0 million and $20.3 million in underwriting fees, respectively, which are recognized as debt issue discount and which resulted in net proceeds of $1,580.0 million and $1,604.7 million, respectively. At the time of the closing of the B&L Acquisition, (1) the VPII Escrow Issuer was voluntarily liquidated and all of its obligations were assumed by, and all of its assets were distributed to the Company, (2) the Company assumed all of the VPII Escrow Issuer’s obligations under the August 2018 Notes and July 2021 Notes and the related indenture and (3) the funds previously held in escrow were released to the Company and were used to finance the B&L Acquisition. | |||||||||||
The August 2018 Notes and July 2021 Notes are jointly and severally guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a guarantor under the Senior Secured Credit Facilities. | |||||||||||
The indenture governing the terms of the August 2018 Notes and July 2021 Notes provides that the August 2018 Notes and the July 2021 Notes are redeemable at the option of the Company, in whole or in part, at any time on or after August 15, 2015 and July 15, 2016, respectively, plus accrued and unpaid interest, if any, to the applicable redemption date. In addition, the Company may redeem some or all of the August 2018 Notes prior to August 15, 2015 and some or all of the July 2021 Notes prior to July 15, 2016, in each case at a price equal to 100% of the principal amount thereof, plus a make-whole premium. Prior to August 15, 2015, the Company may redeem up to 35% of the aggregate principal amount of the August 2018 Notes and prior to July 15, 2016, the Company may redeem up to 35% of the aggregate principal amount of the July 2021 Notes, in each case using the proceeds of certain equity offerings at the respective redemption price equal to 106.75% and 107.50% of the principal amount of the August 2018 Notes and July 2021 Notes, respectively, plus accrued and unpaid interest to the applicable date of redemption. | |||||||||||
5.625% Senior Notes due 2021 | |||||||||||
On December 2, 2013, the Company issued $900.0 million aggregate principal amount of the 5.625% senior notes due 2021 (the “December 2021 Notes”) in a private placement. The December 2021 Notes mature on December 1, 2021 and bear interest at the rate of 5.625% per annum, payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2014. In connection with the issuances of the December 2021 Notes, the Company incurred approximately $8.5 million in underwriting fees, respectively, which are recognized as debt issue discount and which resulted in net proceeds of $891.5 million. | |||||||||||
The net proceeds of the December 2021 Notes offering were used principally to finance the redemption of all of the 2016 Notes in the fourth quarter of 2013 (as described above). | |||||||||||
The December 2021 Notes are jointly and severally guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a guarantor under the Senior Secured Credit Facilities. | |||||||||||
The indenture governing the terms of the December 2021 Notes provides that the December 2021 Notes are redeemable at the option of the Company, in whole or in part, at any time on or after December 1, 2016, plus accrued and unpaid interest, if any, to the applicable redemption date. In addition, the Company may redeem some or all of the December 2021 Notes prior to December 1, 2016, in each case at a price equal to 100% of the principal amount thereof, plus a make-whole premium. Prior to December 1, 2016, the Company may redeem up to 35% of the aggregate principal amount of the December 2021 Notes using the proceeds of certain equity offerings at the redemption price equal to 105.625% of the principal amount of the December 2021 Notes, plus accrued and unpaid interest to the redemption date. | |||||||||||
If the Company experiences a change in control, the Company may be required to repurchase each of the senior notes issuances discussed above, as applicable, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the senior notes repurchased, plus accrued and unpaid interest to, but excluding the applicable purchase date of the senior notes. | |||||||||||
Medicis Convertible Notes | |||||||||||
In connection with the acquisition of Medicis, the Company assumed Medicis’ outstanding long-term debt, including current portion, of approximately $778.0 million at the Medicis Acquisition date. As described in note 3, the Medicis long-term debt, including current portion, was comprised of the following: (i) 1.375% convertible senior notes due June 1, 2017 (the “1.375% Convertible Notes”), (ii) 2.50% contingent convertible senior notes due June 4, 2032 (the “2.50% Convertible Notes”) and (iii) 1.50% contingent convertible senior notes due June 4, 2033 (the “1.50% Convertible Notes”). | |||||||||||
During the year ended December 31, 2013, $228.4 million principal amount of the 1.375% Convertible Notes were converted by holders and settled 100% in cash. On February 11, 2013, all of the outstanding 2.50% Convertible Notes and 1.50% Convertible Notes were converted by holders and settled 100% in cash in the aggregate amount of $5.1 million and $0.1 million, respectively. | |||||||||||
Other | |||||||||||
In connection with the B&L Acquisition, the Company assumed B&L’s outstanding long-term debt, including current portion, of approximately $4,209.9 million at the B&L Acquisition date. As described in note 3, subsequent to the acquisition date, the Company settled the majority of the assumed long-term debt. As of December 31, 2013, B&L’s outstanding long-term debt is comprised of the following debentures: (i) 7.125% senior notes, due August 1, 2028, with outstanding principal amount of $11.7 million and (ii) 6.56% senior notes, due August 12, 2026, with outstanding principal amount of less than $0.1 million. In the fourth quarter of 2013, the Company repaid the amounts outstanding under the Japanese yen-denominated variable-rate backed secured revolving credit facility (the “Japanese Revolving Credit Facility”) assumed in connection with the B&L Acquisition. In January 2014, the Company terminated the Japanese Revolving Credit Facility. | |||||||||||
Commitment Letters | |||||||||||
In connection with the B&L Acquisition, the Company and its subsidiary, Valeant, entered into a commitment letter dated as of May 24, 2013 (as amended and restated as of June 4, 2013, the “Commitment Letter”), with Goldman Sachs Lending Partners LLC, Goldman Sachs Bank USA and other financial institutions to provide up to $9.275 billion of unsecured bridge loans. In connection with the effectiveness of Amendment No. 5, $4.3 billion of the commitments under the Commitment Letter were reallocated from unsecured bridge loans to a commitment in respect of incremental term loans under the Company’s Senior Secured Credit Facilities and were not subject to a commitment fee. Subsequently, the Company obtained $9.575 billion in financing through a syndication of the Incremental Term Loan Facilities under the Company’s existing Senior Secured Credit Facilities of $4.05 billion, the issuance of the August 2018 Notes in an aggregate principal amount of $1.6 billion, the issuance of the July 2021 Notes in an aggregate principal amount of $1.625 billion, and the issuance of new equity of approximately $2.3 billion. The proceeds from the issuance of the Incremental Term Loan Facilities, the August 2018 Notes, the July 2021 Notes and the equity were utilized to fund (i) the transactions contemplated by the Merger Agreement, (ii) B&L’s obligation to repay all outstanding loans under certain of its existing credit facilities, (iii) B&L’s tender offer for or discharge or irrevocable call for redemption and deposit of cash to effect such discharge or redemption of B&L’s 9.875% Senior Notes due 2015 and (iv) certain transaction expenses. In connection with the Commitment Letter, the Company incurred approximately $37.3 million in fees, which were recognized as deferred financing costs. In the second quarter of 2013, the Company expensed $24.2 million of deferred financing costs associated with the Commitment Letter to Interest expense in the consolidated statements of (loss) income. The remaining $13.1 million of deferred financing costs was expensed to Interest expense in the third quarter of 2013 upon closing of the August 2018 Notes and July 2021 Notes on July 12, 2013. | |||||||||||
In connection with the acquisition of Medicis, the Company and its subsidiary, Valeant, entered into a commitment letter, dated as of September 2, 2012, with JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC to provide up to $2.75 billion through a bridge loan facility. On September 11, 2012, the Company and Valeant entered into an amended and restated commitment letter with JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and other financial institutions. Subsequently, the Company obtained $2.75 billion in financing through a syndication of $1.0 billion in the Series C Tranche B Term Loan Facility under the Company’s Senior Secured Credit Facilities and the issuance of the 6.375% Notes in the aggregate principal amount of $1.75 billion. Consequently, the commitment under the commitment letter to provide the bridge loan facility was not utilized and terminated on December 11, 2012, concurrently with the closing of the Medicis Acquisition. As a result, the Company wrote off of $8.0 million of deferred financing costs in the year ended December 31, 2012. | |||||||||||
5.375% Convertible Notes | |||||||||||
On June 10, 2009, the Company issued $350.0 million principal amount of 5.375% senior convertible notes due August 1, 2014 (the “5.375% Convertible Notes”). | |||||||||||
On June 29, 2012, the Company distributed a notice of redemption to holders of the Company’s 5.375% Convertible Notes to redeem all of the outstanding 5.375% Convertible Notes on August 2, 2012 (the “Redemption Date”), at a redemption price of 100% of the outstanding aggregate principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. On August 1, 2012, all of the outstanding 5.375% Convertible Notes were converted by holders, and on September 5, 2012, they were settled 100% in cash in the aggregate amount of $62.1 million. | |||||||||||
Immediately prior to settlement, the carrying amount of the liability component of the 5.375% Convertible Notes was $16.0 million and the estimated fair value of the liability component was $18.3 million. The difference of $2.3 million between the carrying amount and the estimated fair value of the liability component was recognized as a loss on extinguishment of debt in the three-month period ended September 30, 2012. The difference of $43.8 million between the estimated fair value of the liability component of $18.3 million and the aggregate purchase price of $62.1 million resulted in charges to additional paid-in capital and accumulated deficit of $0.2 million and $43.6 million, respectively. | |||||||||||
During the year ended December 31, 2012 and 2011, the Company repurchased $1.1 million and $205.0 million aggregate principal amount of the 5.375% Convertible Notes, respectively, for an aggregate purchase price of $4.0 million and $623.3 million, respectively. | |||||||||||
4.0% Convertible Notes | |||||||||||
In connection with the Merger in September 2010, the Company assumed $225.0 million aggregate outstanding principal amount of Valeant’s 4.0% Convertible Notes and call option agreements in respect of the shares underlying the conversion of $200.0 million principal amount of the 4.0% Convertible Notes. | |||||||||||
All of the outstanding 4.0% Convertible Notes were converted into 17,782,764 common shares of the Company, at a conversion rate of 79.0667 common shares per $1,000 principal amount of notes, which represented a conversion price of approximately $12.65 per share. Immediately prior to settlement, the carrying amount of the liability component of the 4.0% Convertible Notes was $221.3 million and the estimated fair value of the liability component was $226.0 million. The difference of $4.7 million between the carrying amount and the estimated fair value of the liability component was recognized as a loss on extinguishment of debt in the three-month period ended June 30, 2011. The difference of $666.0 million between the estimated fair value of the liability component of $226.0 million and the aggregate fair value of the common shares issued to effect the settlement of $892.0 million resulted in charges to additional paid-in capital and accumulated deficit of $226.0 million and $440.0 million, respectively. | |||||||||||
With respect to Valeant’s call option agreements in respect of the shares underlying the conversion of $200.0 million principal amount of the 4.0% Convertible Notes, these agreements consisted of purchased call options on 15,813,338 common shares, which matured on May 20, 2011, and written call options on the identical number of shares, which matured on August 18, 2011. As of the Merger Date, these call options were to be settled in common shares of the Company. In June 2011, 11,479,365 common shares were received on the net-share settlement of the purchased call options, which common shares were subsequently cancelled. | |||||||||||
In September 2011, Valeant amended the written call option agreements so that Valeant could elect to settle all or some of the written call options in cash. In the third quarter of 2011, Valeant paid $66.9 million in cash and issued 7,518,595 of its common shares on a net-share basis to settle the written call options. In October 2011, 961,461 common shares were issued on a net-share basis to complete the settlement of the written call options. |
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||||
EMPLOYEE BENEFIT PLANS | ' | ||||||||||||||||||||
EMPLOYEE BENEFIT PLANS | |||||||||||||||||||||
In connection with the B&L Acquisition completed on August 5, 2013, the Company assumed all of B&L’s benefit obligations and related plan assets. This includes defined benefit plans and a participatory defined benefit postretirement medical and life insurance plan, which covers a closed grandfathered group of legacy B&L U.S. employees and employees in certain other countries. The U.S. defined benefit accruals were frozen as of December 31, 2004 and benefits that were earned up to December 31, 2004 were preserved. Participants continue to earn interest credits on their cash balance. The most significant non-U.S. plans are two defined benefit plans in Ireland, which comprise approximately 80% of the benefit obligations of the non-U.S. defined benefit pension plans as of the B&L Acquisition date. Both Ireland plans were closed to future service benefit accruals in 2011. All of the pension benefits that were earned prior to the closure of the plans were preserved; however, the only additional benefits that accrue are annual salary and inflation increases. The postretirement benefit plan was amended effective January 1, 2005 to eliminate employer contributions after age 65 for participants who did not meet the minimum requirements of age and service on that date. The employer contributions for medical and prescription drug benefits for participants retiring after March 1, 1989 were frozen effective January 1, 2010. | |||||||||||||||||||||
In addition, outside of the U.S., a limited group of Valeant employees are covered by defined benefit pension plans. The Company assumed all of Valeant’s defined benefit obligations and related plan assets in connection with the Merger. | |||||||||||||||||||||
The Company uses December 31 as the year-end measurement date for all of its defined benefit pension plans and the postretirement benefit plan. | |||||||||||||||||||||
Accounting for Pension Benefit Plans and Postretirement Benefit Plan | |||||||||||||||||||||
The Company recognizes on its balance sheet an asset or liability equal to the over- or under-funded benefit obligation of each defined benefit pension plans and other postretirement benefit plan. Actuarial gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost are recognized, net of tax, as a component of other comprehensive income. | |||||||||||||||||||||
Included in accumulated other comprehensive loss as of December 31, 2013 are unrecognized actuarial gains of $11.2 million and $12.7 million related to the Company’s U.S. pension benefit plan and the non-U.S. pension benefit plans, respectively. Also included in accumulated other comprehensive loss at December 31, 2013 are unrecognized prior service credits of $27.9 million, resulting from a negative plan amendment, as discussed below, and unrecognized actuarial gains of $1.0 million related to the U.S. postretirement benefit plan. Of the December 31, 2013 amounts, the Company expects to recognize $2.5 million of unrecognized prior service credits in net periodic benefit cost during 2014. | |||||||||||||||||||||
Net Periodic Benefit Cost | |||||||||||||||||||||
The following table provides the components of net periodic benefit cost for the Company’s defined benefit pension plans and postretirement benefit plan for the year ended December 31, 2013: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | Plan | |||||||||||||||||||
2013 | |||||||||||||||||||||
Service cost | $ | 132 | $ | 2,200 | $ | 877 | |||||||||||||||
Interest cost | 4,513 | 3,721 | 1,610 | ||||||||||||||||||
Expected return on plan assets | (5,913 | ) | (3,082 | ) | (316 | ) | |||||||||||||||
Amortization of net loss | — | 3 | — | ||||||||||||||||||
Settlement (gain) loss recognized | (100 | ) | 617 | — | |||||||||||||||||
Net periodic (benefit) cost | $ | (1,368 | ) | $ | 3,459 | $ | 2,171 | ||||||||||||||
For the years ended December 31, 2012 and 2011, the net periodic cost, which relates to the legacy Valeant defined benefit plans in Mexico, was not material to the Company’s results of operations. | |||||||||||||||||||||
Benefit Obligation, Change in Plan Assets and Funded Status | |||||||||||||||||||||
The table below presents components of the change in projected benefit obligation, change in plan assets and funded status at December 31, 2013 and 2012: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | Plan(2) | |||||||||||||||||||
2013 | 2012(1) | 2013 | 2012 | 2013 | |||||||||||||||||
Change in Projected benefit Obligation | |||||||||||||||||||||
Projected benefit obligation, beginning of year | $ | — | $ | — | $ | 6,967 | $ | 5,991 | $ | — | |||||||||||
Service cost | 132 | — | 2,200 | 869 | 877 | ||||||||||||||||
Interest cost | 4,513 | — | 3,721 | 437 | 1,610 | ||||||||||||||||
Acquisition of B&L | 244,184 | — | 223,965 | — | 87,565 | ||||||||||||||||
Employee contributions | — | — | 11 | — | 370 | ||||||||||||||||
Plan amendments(3) | — | — | — | — | (27,945 | ) | |||||||||||||||
Settlements(4) | (5,280 | ) | — | (119 | ) | (860 | ) | — | |||||||||||||
Benefits paid | (4,272 | ) | — | (3,558 | ) | (556 | ) | (2,995 | ) | ||||||||||||
Actuarial (gains) losses | (4,571 | ) | — | (10,135 | ) | 571 | (265 | ) | |||||||||||||
Currency translation adjustments | — | — | 6,666 | 515 | — | ||||||||||||||||
Other | — | — | (6 | ) | — | — | |||||||||||||||
Projected benefit obligation, end of year | 234,706 | — | 229,712 | 6,967 | 59,217 | ||||||||||||||||
Change in Plan Assets | |||||||||||||||||||||
Fair value of plan assets, beginning of year | $ | — | $ | — | $ | 1,306 | $ | 693 | $ | — | |||||||||||
Actual return on plan assets | 12,676 | — | 5,063 | 163 | 1,094 | ||||||||||||||||
Employee contributions | — | — | 11 | — | 370 | ||||||||||||||||
Company contributions | 3,270 | — | 6,955 | 1,795 | — | ||||||||||||||||
Acquisition of B&L | 190,946 | — | 125,643 | — | 16,095 | ||||||||||||||||
Settlements(4) | (5,280 | ) | — | (119 | ) | (860 | ) | — | |||||||||||||
Benefits paid | (4,272 | ) | — | (3,558 | ) | (556 | ) | (2,995 | ) | ||||||||||||
Currency translation adjustments | — | — | 3,844 | 71 | — | ||||||||||||||||
Other | — | — | (6 | ) | — | — | |||||||||||||||
Fair value of plan assets, end of year | 197,340 | — | 139,139 | 1,306 | 14,564 | ||||||||||||||||
Funded Status at end of year | $ | (37,366 | ) | $ | — | $ | (90,573 | ) | $ | (5,661 | ) | $ | (44,653 | ) | |||||||
Recognized as: | |||||||||||||||||||||
Other long-term assets, net | $ | — | $ | — | $ | 1,471 | $ | — | $ | — | |||||||||||
Accrued and other current liabilities | — | — | (2,047 | ) | (336 | ) | — | ||||||||||||||
Pension and other benefit liabilities | (37,366 | ) | — | (89,997 | ) | (5,325 | ) | (44,653 | ) | ||||||||||||
____________________________________ | |||||||||||||||||||||
-1 | In 2012, the Company did not have U.S pension benefit plans. | ||||||||||||||||||||
-2 | Assumed in connection with the B&L Acquisition, as described above. | ||||||||||||||||||||
-3 | In the fourth quarter of 2013, the Company announced that effective January 1, 2014, B&L will no longer offer medical and life insurance coverage to new retirees. The reduction in medical benefits was accounted for as a negative plan amendment resulting in an accumulated postretirement benefit obligation reduction of $27.9 million that was recognized as a component of accumulated other comprehensive loss and will be amortized into income over approximately 11.3 years. | ||||||||||||||||||||
-4 | The 2013 plan settlements primarily reflect lump sum benefit payments made to terminating employees of the U.S. pension benefit plan. The 2012 plan settlements reflect lump sum benefit payments made to terminating employees of the legacy Valeant defined benefit pension plans. | ||||||||||||||||||||
The increase in pension and other benefit liabilities was driven by the plans assumed as part of the B&L Acquisition, as described above. The balances at December 31, 2012 relate to legacy Valeant defined benefit pension plans which cover certain employees in Mexico. | |||||||||||||||||||||
A number of the Company’s pension benefit plans were underfunded at December 31, 2013, having accumulated benefit obligations exceeding the fair value of plan assets. Information for the underfunded plans is presented in the following table: | |||||||||||||||||||||
Pension Benefit Plans | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Projected benefit obligation | $ | 234,706 | $ | — | $ | 224,059 | $ | 6,967 | |||||||||||||
Accumulated benefit obligation | 234,706 | — | 196,255 | 5,134 | |||||||||||||||||
Fair value of plan assets | 197,340 | — | 132,172 | 1,306 | |||||||||||||||||
Information for the pension benefit plans that are underfunded on a projected benefit obligation basis (versus underfunded on an accumulated benefit basis as in the table above) is presented in the following table: | |||||||||||||||||||||
Pension Benefit Plans | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Projected benefit obligation | $ | 234,706 | $ | — | $ | 225,468 | $ | 6,967 | |||||||||||||
Fair value of plan assets | 197,340 | — | 133,424 | 1,306 | |||||||||||||||||
The Non-U.S. Plans’ accumulated benefit obligation for both the funded and underfunded pension benefit plans was $201.5 and $5.1 at December 31, 2013 and December 31, 2012, respectively. | |||||||||||||||||||||
The Company’s policy for funding its pension benefit plans is to make contributions that meet or exceed the minimum statutory funding requirements. These contributions are determined based upon recommendations made by the actuary under accepted actuarial principles. In 2014, the Company expects to contribute $10.8 million and $8.5 million to the U.S and Non-U.S. pension benefit plans, respectively. | |||||||||||||||||||||
The Company plans to use postretirement benefit plan assets to fund postretirement benefit plan benefit payments in 2014. | |||||||||||||||||||||
Estimated Future Benefit Payments | |||||||||||||||||||||
Future benefit payments over the next 10 years for the pension benefit plans and the postretirement benefit plan, which reflect expected future service, as appropriate, are expected to be paid as follows: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | Plan | |||||||||||||||||||
2014 | $ | 12,629 | $ | 6,461 | $ | 7,358 | |||||||||||||||
2015 | 19,434 | 4,986 | 6,800 | ||||||||||||||||||
2016 | 19,142 | 4,741 | 6,284 | ||||||||||||||||||
2017 | 19,277 | 4,745 | 5,738 | ||||||||||||||||||
2018 | 18,398 | 4,971 | 5,256 | ||||||||||||||||||
2019-2023 | 88,639 | 35,921 | 20,361 | ||||||||||||||||||
Assumptions | |||||||||||||||||||||
The weighted-average assumptions used to determine net periodic benefit costs and benefit obligations at December 31, 2013 were as follows: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit Plan(1) | |||||||||||||||||||||
For Determining Net Periodic Benefit Cost | |||||||||||||||||||||
U.S. Plans: | |||||||||||||||||||||
Discount rate | 4.5 | % | 4.5 | % | |||||||||||||||||
Expected rate of return on plan assets | 7.5 | % | 5.5 | % | |||||||||||||||||
Rate of compensation increase | — | — | |||||||||||||||||||
Non-U.S. Plans: | |||||||||||||||||||||
Discount rate | 3.61 | % | |||||||||||||||||||
Expected rate of return on plan assets | 5.59 | % | |||||||||||||||||||
Rate of compensation increase | 2.8 | % | |||||||||||||||||||
For Determining Benefit Obligation | |||||||||||||||||||||
U.S. Plans: | |||||||||||||||||||||
Discount rate | 4.7 | % | 4.3 | % | |||||||||||||||||
Rate of compensation increase | — | — | |||||||||||||||||||
Non-U.S. Plans: | |||||||||||||||||||||
Discount rate | 3.85 | % | |||||||||||||||||||
Rate of compensation increase | 2.88 | % | |||||||||||||||||||
____________________________________ | |||||||||||||||||||||
-1 | The Company does not have non-U.S. postretirement benefit plans. | ||||||||||||||||||||
The expected long-term rate of return on plan assets was developed based on a capital markets model that uses expected asset class returns, variance and correlation assumptions. The expected asset class returns were developed starting with current Treasury (for the U.S. pension plan) or Eurozone (for the Ireland pension plans) government yields and then adding corporate bond spreads and equity risk premiums to develop the return expectations for each asset class. The expected asset class returns are forward-looking. The variance and correlation assumptions are also forward-looking. They take into account historical relationships, but are adjusted to reflect expected capital market trends. The expected return on plan assets for the Company’s U.S. pension plan for 2013 was 7.50% and for the postretirement benefit plan was 5.50%. The expected return for the postretirement plan is based on the expected return for the U.S. pension plan reduced by 2.0% to reflect an estimate of additional administrative expenses. The expected return on plan assets for the Company’s Ireland pension plans was 6.0%. | |||||||||||||||||||||
The discount rate used to determine benefit obligations represents the current rate at which the benefit plan liabilities could be effectively settled considering the timing of expected payments for plan participants. | |||||||||||||||||||||
The 2014 expected rate of return for the U.S. pension benefit plan and the U.S. postretirement benefit plan will remain at 7.50% percent and 5.50%, respectively. The 2014 expected rate of return for the Ireland pension benefit plans will also remain at 6.0%. | |||||||||||||||||||||
Plan Assets | |||||||||||||||||||||
Pension and postretirement benefit plan assets are invested in several asset categories. The following presents the actual asset allocation as of December 31, 2013: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement Benefit Plan | ||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||
U.S. Plan | |||||||||||||||||||||
Equity securities | 60 | % | 63 | % | |||||||||||||||||
Fixed income securities | 40 | % | 24 | % | |||||||||||||||||
Cash | — | % | 13 | % | |||||||||||||||||
Non-U.S. Plans | |||||||||||||||||||||
Equity securities | 43.02 | % | |||||||||||||||||||
Fixed income securities | 46.67 | % | |||||||||||||||||||
Other | 10.31 | % | |||||||||||||||||||
The investment strategy underlying pension plan asset allocation is to manage the assets of the plan to provide for the long-term liabilities while maintaining sufficient liquidity to pay current benefits. Pension plan assets are diversified to protect against large investment losses and to reduce the probability of excessive performance volatility. Diversification of assets is achieved by allocating funds to various asset classes and investment styles within asset classes, and retaining investment management firm(s) with complementary investment philosophies, styles and approaches. | |||||||||||||||||||||
The Company’s pension plan assets are managed by outside investment managers using a total return investment approach, whereby a mix of equity and debt securities investments are used to maximize the long-term rate of return on plan assets. A significant portion of the assets of the U.S. and Ireland pension plans have been invested in equity securities, as equity portfolios have historically provided higher returns than debt and other asset classes over extended time horizons. Correspondingly, equity investments also entail greater risks than other investments. Equity risks are balanced by investing a significant portion of plan assets in broadly diversified fixed income securities. | |||||||||||||||||||||
Fair Value of Plan Assets | |||||||||||||||||||||
The Company measured the fair value of plan assets based on the prices that would be received to sell an asset or paid to transfer a liability in an olderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy described in note 7 titled “FAIR VALUE MEASUREMENTS”. | |||||||||||||||||||||
The table below presents total plan assets by investment category as of December 31, 2013 and the classification of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value: | |||||||||||||||||||||
Pension Benefit Plans - U.S. Plans | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | Quoted | Significant | Significant | Total | |||||||||||||||||
Prices in Active | Other | Unobservable | |||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||||||
Assets | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Cash & cash equivalents(1) | $ | 442 | $ | — | $ | — | $ | 442 | |||||||||||||
Commingled funds:(2)(3) | |||||||||||||||||||||
Equity securities: | |||||||||||||||||||||
U.S. broad market | — | 72,651 | — | 72,651 | |||||||||||||||||
Emerging markets | — | 16,551 | — | 16,551 | |||||||||||||||||
Non-U.S. developed markets | — | 27,896 | — | 27,896 | |||||||||||||||||
Fixed income securities: | |||||||||||||||||||||
Investment grade | — | 58,962 | — | 58,962 | |||||||||||||||||
Global high yield | — | 20,838 | — | 20,838 | |||||||||||||||||
$ | 442 | $ | 196,898 | $ | — | $ | 197,340 | ||||||||||||||
Pension Benefit Plans - Non-U.S. Plans | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | Quoted | Significant | Significant | Total | |||||||||||||||||
Prices in Active | Other | Unobservable | |||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||||||
Assets | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Cash & cash equivalents(1) | $ | 9,332 | $ | — | $ | — | $ | 9,332 | |||||||||||||
Commingled funds:(2)(3) | |||||||||||||||||||||
Equity securities: | |||||||||||||||||||||
Emerging markets | — | 945 | — | 945 | |||||||||||||||||
Worldwide developed markets | — | 59,153 | — | 59,153 | |||||||||||||||||
Fixed income securities: | |||||||||||||||||||||
Investment grade | — | 21,351 | — | 21,351 | |||||||||||||||||
Global high yield | — | 651 | — | 651 | |||||||||||||||||
Government bond funds | — | 42,535 | — | 42,535 | |||||||||||||||||
Other assets | — | 5,172 | — | 5,172 | |||||||||||||||||
$ | 9,332 | $ | 129,807 | $ | — | $ | 139,139 | ||||||||||||||
Postretirement Benefit Plan | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | Quoted | Significant | Significant | Total | |||||||||||||||||
Prices in Active | Other | Unobservable | |||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||||||
Assets | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Cash | $ | 1,853 | $ | — | $ | — | $ | 1,853 | |||||||||||||
Insurance policies(4) | — | 12,711 | — | 12,711 | |||||||||||||||||
$ | 1,853 | $ | 12,711 | $ | — | $ | 14,564 | ||||||||||||||
____________________________________ | |||||||||||||||||||||
-1 | Cash equivalents consisted primarily of term deposits and money market instruments. The fair value of the term deposits approximates their carrying amounts due to their short term maturities. The money market instruments also have short maturities and are valued using a market approach based on the quoted market prices of identical instruments. | ||||||||||||||||||||
-2 | Commingled funds are not publicly traded. The underlying assets in these funds are publicly traded on the exchanges and have readily available price quotes. The Ireland pension plans held approximately 85% of the non-U.S. commingled funds in 2013. The commingled funds held by the U.S. and Ireland pension plans are primarily invested in index funds. | ||||||||||||||||||||
-3 | The underlying assets in the fixed income funds are generally valued using the net asset value per fund share, which is derived using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades. | ||||||||||||||||||||
-4 | The insurance policies held by the postretirement benefit plan consist of variable life insurance contracts whose fair value is their cash surrender value. Cash surrender value is the amount currently payable by the insurance company upon surrender of the policy. The cash surrender value is based principally on the net asset values of the underlying trust funds, adjusted by annuity factors incorporating mortality, plan expenses and income reinvestment. The trust funds are commingled funds that are not publicly traded. The underlying assets in these funds are primarily publicly traded on exchanges and have readily available price quotes. | ||||||||||||||||||||
There were no transfers between Level 1 and Level 2 during the year ended December 31, 2013. | |||||||||||||||||||||
Health Care Cost Trend Rate | |||||||||||||||||||||
The health care cost trend rate assumptions for the postretirement benefit plan assumed in connection with the B&L Acquisition are as follows: | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Health care cost trend rate assumed for next year | 7.57 | % | |||||||||||||||||||
Rate to which the cost trend rate is assumed to decline | 4.5 | % | |||||||||||||||||||
Year that the rate reaches the ultimate trend rate | 2029 | ||||||||||||||||||||
A one percentage point change in health care cost trend rate would have had the following effects: | |||||||||||||||||||||
One Percentage Point | |||||||||||||||||||||
Increase | Decrease | ||||||||||||||||||||
Effect on benefit obligations | $ | 1,009 | $ | 933 | |||||||||||||||||
Defined Contribution Plans | |||||||||||||||||||||
The Company sponsors defined contribution plans in the U.S., Ireland and certain other countries. Under these plans, employees are allowed to contribute a portion of their salaries to the plans, and the Company matches a portion of the employee contributions. The Company contributed $16.4 million, $2.8 million and $2.1 million to these plans in the years ended December 31, 2013, 2012 and 2011, respectively. The increase in the Company’s costs associated with the defined contribution plans in 2013 was driven by the plans assumed as part of the B&L Acquisition. |
SECURITIES_REPURCHASES_AND_SHA
SECURITIES REPURCHASES AND SHARE ISSUANCE | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
SECURITIES REPURCHASES AND SHARE ISSUANCE | ' |
SECURITIES REPURCHASES AND SHARE ISSUANCE | |
Securities Repurchase Programs | |
On November 4, 2010, the Company announced that its Board of Directors had approved a securities repurchase program, pursuant to which the Company could make purchases of our common shares, convertible notes and/or senior notes, from time to time, up to an aggregate maximum value of $1.5 billion, subject to any restrictions in the Company’s financing agreements and applicable law. On August 29, 2011, the Company announced that its Board of Directors had approved an increase of $300.0 million under its securities repurchase program (the “2010 Securities Repurchase Program”). As a result, under the 2010 Securities Repurchase Program, the Company was able to repurchase up to $1.8 billion of its convertible notes, senior notes, common shares and/or other notes or shares that were issued prior to the completion of the program. The 2010 Securities Repurchase Program terminated on November 7, 2011. | |
On November 3, 2011, the Company announced that its Board of Directors had approved a new securities repurchase program (the “2011 Securities Repurchase Program”). Under the 2011 Securities Repurchase Program, which commenced on November 8, 2011, the Company could make purchases of up to $1.5 billion of its convertible notes, senior notes, common shares and/or other future debt or shares. The 2011 Securities Repurchase Program terminated on November 7, 2012. | |
On November 19, 2012, the Company announced that its Board of Directors had approved a new securities repurchase program (the “2012 Securities Repurchase Program”). Under the 2012 Securities Repurchase Program, which commenced on November 15, 2012, the Company could make purchases of up to $1.5 billion of senior notes, common shares and/or other future debt or shares, subject to any restrictions in the Company’s financing agreements and applicable law. The 2012 Securities Repurchase Program terminated on November 14, 2013. | |
On November 21, 2013, the Company’s Board of Directors approved a new securities repurchase program (the “2013 Securities Repurchase Program”). Under the 2013 Securities Repurchase Program, which commenced on November 22, 2013, the Company may make purchases of up to $1.5 billion of its convertible notes, senior notes, common shares and/or other future debt or shares, subject to any restrictions in the Company’s financing agreements and applicable law. The 2013 Securities Repurchase Program will terminate on November 21, 2014 or at such time as the Company completes its purchases. The amount of securities to be purchased and the timing of purchases under the 2013 Securities Repurchase Program may be subject to various factors, which may include the price of the securities, general market conditions, corporate and regulatory requirements, alternate investment opportunities and restrictions under our financing agreements and applicable law. The securities to be repurchased will be funded using our cash resources. | |
The Board of Directors also approved a sub-limit under the 2013 Securities Repurchase Program for the repurchase of an amount of common shares equal to the greater of 10% of the Company’s public float or 5% of the Company’s issued and outstanding common shares, in each case calculated as of the date of the commencement of the 2013 Securities Repurchase Program. The Company is permitted to make purchases of up to 16,648,739 common shares on the open market through the facilities of the NYSE, representing approximately 5% of the Company’s issued and outstanding common shares on the date of the commencement of the 2013 Securities Repurchase Program. Subject to completion of appropriate filings with and approval by the TSX, the Company may also make purchases of its common shares over the facilities of the TSX. Purchases of common shares will be made at prevailing market prices of such shares on the NYSE or the TSX, as the case may be, at the time of the acquisition and shall be made in accordance with the respective rules and guidelines of the NYSE and the TSX. All common shares purchased under the 2013 Securities Repurchase Program will be cancelled. | |
Repurchase of 5.375% Convertible Notes | |
During the year ended December 31, 2012, under the 2011 Securities Repurchase Program, the Company repurchased $1.1 million principal amount of the 5.375% Convertible Notes for a purchase price of $4.0 million. The carrying amount of the 5.375% Convertible Notes purchased was $1.0 million (net of related unamortized deferred financing costs) and the estimated fair value of the 5.375% Convertible Notes exclusive of the conversion feature was $1.1 million. The difference of $0.1 million between the net carrying amount and the estimated fair value was recognized as a loss on extinguishment of debt (as described in note 19). The difference of $2.9 million between the estimated fair value of $1.1 million and the purchase price of $4.0 million resulted in charges to additional paid-in capital and accumulated deficit of $0.2 million and $2.7 million, respectively. The portion of the purchase price attributable to accreted interest on the debt discount amounted to $0.1 million, and is included as an operating activity in the consolidated statements of cash flows. The remaining portion of the payment of $3.9 million is presented in the consolidated statement of cash flows as an outflow from financing activities. | |
During the year ended December 31, 2011, under the 2010 Securities Repurchase Program and the 2011 Securities Repurchase Program, the Company repurchased $203.8 million and $1.2 million aggregate principal amount of the 5.375% Convertible Notes, respectively, for an aggregate purchase price of $619.4 million and $3.9 million, respectively. The carrying amount of the 5.375% Convertible Notes purchased was $177.6 million (net of $5.6 million of related unamortized deferred financing costs) and the estimated fair value of the 5.375% Convertible Notes exclusive of the conversion feature was $209.2 million. The difference of $31.6 million between the net carrying amount and the estimated fair value was recognized as a loss on extinguishment of debt (as described in note 19). The difference of $414.1 million between the estimated fair value of $209.2 million and the purchase price of $623.3 million resulted in charges to additional paid-in capital and accumulated deficit of $33.2 million and $380.9 million, respectively. The portion of the purchase price attributable to accreted interest on the debt discount amounted to $9.8 million, and is included as an operating activity in the consolidated statements of cash flows. The remaining portion of the payment of $613.5 million is presented in the consolidated statements of cash flows as an outflow from financing activities. | |
Share Repurchases | |
In the year ended December 31, 2013, under the 2012 Securities Repurchase Program, the Company repurchased 507,957 of its common shares for an aggregate purchase price of $35.7 million. The excess of the purchase price over the carrying value of the common shares repurchased of $25.8 million was charged to the accumulated deficit. These common shares were subsequently cancelled. No common shares were repurchased in the year ended December 31, 2013 under the 2013 Securities Repurchase Program. | |
In the year ended December 31, 2012, under the 2011 Securities Repurchase Program, the Company repurchased 5,257,454 of its common shares for an aggregate purchase price of $280.7 million. The excess of the purchase price over the carrying value of the common shares repurchased of $178.4 million was charged to the accumulated deficit. These common shares were subsequently cancelled. | |
In March 2011, the Company repurchased 7,366,419 of its common shares from ValueAct for an aggregate purchase price of $274.8 million. These common shares were subsequently cancelled. As of December 31, 2012, the Company had recorded a $21.8 million receivable from ValueAct in relation to withholding taxes on the March 2011 repurchase, and the Company received payment of this amount in January 2013 from ValueAct to resolve this matter. In May 2011, a subsidiary of the Company purchased 4,498,180 of the Company’s common shares from ValueAct for an aggregate purchase price of $224.8 million. In June 2011, the Company purchased these common shares from its subsidiary and the common shares were subsequently cancelled. G. Mason Morfit is a partner and a member of the Management Committee of ValueAct Capital. Mr. Morfit joined the Company’s Board of Directors on September 28, 2010, effective with the Merger, and prior thereto served as a member of Valeant’s Board of Directors since 2007. ValueAct Capital is the general partner and the manager of ValueAct. | |
In addition to the ValueAct repurchases, in the year ended December 31, 2011, under the 2010 Securities Repurchase Program and the 2011 Securities Repurchase Program, the Company repurchased 1,800,000 and 1,534,857 of its common shares, respectively, for an aggregate purchase price of $74.5 million and $65.1 million, respectively. These common shares were subsequently cancelled. As a result, in 2011, under the 2010 Securities Repurchase Program and 2011 Securities Repurchase Program, the Company repurchased, in the aggregate, 13,664,599 and 1,534,857 of its common shares, respectively, for an aggregate purchase price of $574.1 million and $65.1 million, respectively. The excess of the cost of the common shares repurchased over their assigned value of $374.4 million was charged to accumulated deficit. | |
Redemption of Senior Notes | |
During the year ended December 31, 2011, under the 2010 Securities Repurchase Program and 2011 Securities Repurchase Program, the Company also redeemed $10.0 million and $89.9 million aggregate principal amount of the Company’s senior notes, respectively, for an aggregate purchase price of $9.9 million and $88.7 million, respectively. | |
Total Repurchases | |
In connection with the 2010 Securities Repurchase Program, through the termination date of November 7, 2011, the Company repurchased approximately $1.5 billion, in the aggregate, of its convertible notes, senior notes and common shares. | |
During 2011, the Company repurchased approximately $157.7 million, in the aggregate, of its convertible notes, senior notes and common shares under the 2011 Securities Repurchase Program. | |
During 2012, under the 2011 Securities Repurchase Program, through the termination date of November 7, 2012, the Company repurchased approximately $284.7 million, in the aggregate, of its convertible notes and common shares. | |
During 2013, the Company had repurchased approximately $35.7 million, in the aggregate, of its common shares under the 2012 Securities Repurchase Program through the termination date of November 14, 2013. | |
During 2013, the Company did not make any purchases of our senior notes or common shares under the 2013 Securities Repurchase Program. | |
Additional Repurchases outside the 2012 Securities Repurchase Program | |
In addition to the repurchases made under the 2012 Securities Repurchase Program, during the second quarter of 2013, the Company repurchased an additional 217,294 of its common shares on behalf of certain members of the Company’s Board of Directors, in connection with the share settlement of certain deferred stock units and restricted stock units held by such directors following the termination of the applicable equity program. These common shares were subsequently transferred to such directors. These common shares were repurchased for an aggregate purchase price of $19.9 million. The excess of the purchase price over the carrying value of the common shares repurchased of $15.6 million was charged to the accumulated deficit. As the common shares were repurchased on behalf of certain of the Company’s directors, these repurchases were not made under the 2012 Securities Repurchase Program. | |
Issuance of Common Stock | |
On June 24, 2013, the Company completed, pursuant to an Underwriting Agreement with Goldman Sachs & Co. and Goldman Sachs Canada, Inc., a public offering for the sale of 27,058,824 of its common shares, no par value, at a price of $85.00 per share, or aggregate gross proceeds of approximately $2.3 billion. In connection with the issuance of these new common shares, the Company incurred approximately $30.7 million of issuance costs, which has been reflected as reduction to the gross proceeds from the equity issuance. |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
SHARE-BASED COMPENSATION | ' | ||||||||||||||||
SHARE-BASED COMPENSATION | |||||||||||||||||
In May 2011, shareholders approved the Company’s 2011 Omnibus Incentive Plan (the “2011 Plan”) which replaced the Company’s 2007 Equity Compensation Plan for future equity awards granted by the Company. The Company transferred the shares available under the Company’s 2007 Equity Compensation Plan to the Plan under which the Company is authorized to grant up to 6,846,310 shares of its common stock and approximately 160,817 shares were available for future grants as of December 31, 2013. The Company uses reserved and unissued common shares to satisfy its obligation under its share-based compensation plan. | |||||||||||||||||
The following table summarizes the components and classification of share-based compensation expense related to stock options and RSUs: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Stock options(1) | $ | 17,317 | $ | 21,739 | $ | 45,465 | |||||||||||
RSUs | 28,161 | 44,497 | 48,558 | ||||||||||||||
Share-based compensation expense | $ | 45,478 | $ | 66,236 | $ | 94,023 | |||||||||||
Cost of goods sold(1) | $ | — | $ | — | $ | 1,330 | |||||||||||
Research and development expenses(1) | — | 764 | 1,329 | ||||||||||||||
Selling, general and administrative expenses(1)(2) | 45,478 | 65,472 | 90,379 | ||||||||||||||
Restructuring, integration and other costs (as described in note 6) | — | — | 985 | ||||||||||||||
Share-based compensation expense | $ | 45,478 | $ | 66,236 | $ | 94,023 | |||||||||||
____________________________________ | |||||||||||||||||
-1 | On March 9, 2011, the Company’s compensation committee of the Board of Directors approved an equitable adjustment to all stock options outstanding as of that date for employees and directors as of such date, in connection with the post-Merger special dividend of $1.00 per common share declared on November 4, 2010 and paid on December 22, 2010. As the Company’s stock option awards do not automatically adjust for dividend payments, this adjustment was treated as a modification of the terms and conditions of the outstanding options. The incremental fair value of the modified awards was determined to be $15.4 million, of which $9.2 million related to vested options, which was expensed as of March 9, 2011 as follows: cost of goods sold ($0.2 million), selling, general and administrative expenses ($8.8 million) and research and development expenses ($0.2 million). The remaining $6.2 million is being recognized over the remaining requisite service period of the unvested options. | ||||||||||||||||
-2 | During 2013 and 2012, the Company recorded an incremental charge of $4.3 million and $4.8 million, respectively, to selling, general and administrative expenses as some of the Company’s performance-based RSU grants triggered a partial payout as a result of achieving certain share price appreciation conditions. | ||||||||||||||||
In the second quarter of 2013, certain equity awards held by current non-management directors were modified from units settled in common shares to units settled in cash, which changed the classification from equity awards to liability awards. The resulting reduction in share-based compensation expense of $5.8 million was more than offset by incremental compensation expense of $21.3 million recognized in the second quarter of 2013, which represents the fair value of the awards settled in cash. As the modified awards were fully vested and paid out, no additional compensation expense will be recognized in subsequent periods. | |||||||||||||||||
The decrease in share-based compensation expense for the year ended December 31, 2013 was also driven by the impact of forfeitures and the accelerated vesting that was triggered in the prior year related to certain performance-based RSU awards. | |||||||||||||||||
The Company recognized $24.2 million, $12.5 million, and $26.5 million of tax benefits from stock options exercised in the year ended December 31, 2013, 2012 and 2011 respectively. | |||||||||||||||||
Stock Options | |||||||||||||||||
All stock options granted by the Company under its 2007 Equity Compensation Plan expire on the fifth anniversary of the grant date. The exercise price of any stock option granted under its 2007 Equity Compensation Plan is not to be less than the volume-weighted average trading price of the Company’s common shares for the five trading days immediately preceding the date of grant (or, for participants subject to U.S. taxation, on the single trading day immediately preceding the date of grant, whichever is greater). All stock options granted by the Company under the 2011 Plan expire on the tenth anniversary of the grant date. The exercise price of any stock option granted under the 2011 Plan will not be less than the closing price per common share on the national securities exchange on which the common shares are principally traded (currently, the NYSE) for the last preceding date on which there was a sale of such common shares on such exchange. Stock options granted will vest 25% on each of the first, second, third and fourth anniversaries from the date of grant. | |||||||||||||||||
The fair values of all stock options granted during the years ended December 31, 2013, 2012 and 2011 were estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected stock option life (years)(1) | 4 | 4 | 4 | ||||||||||||||
Expected volatility(2) | 40.1 | % | 44.9 | % | 42.8 | % | |||||||||||
Risk-free interest rate(3) | 1 | % | 0.5 | % | 1.4 | % | |||||||||||
Expected dividend yield(4) | — | % | — | % | — | % | |||||||||||
____________________________________ | |||||||||||||||||
-1 | Determined based on historical exercise and forfeiture patterns. | ||||||||||||||||
-2 | Effective January 1, 2012, expected volatility was determined based on implied volatility in the market traded options of the Company’s common stock. Prior to 2012, expected volatility was determined based on historical volatility of the Company’s common shares over the expected life of the stock option. | ||||||||||||||||
-3 | Determined based on the rate at the time of grant for zero-coupon U.S. or Canadian government bonds with maturity dates equal to the expected life of the stock option. | ||||||||||||||||
-4 | Determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant. | ||||||||||||||||
The Black-Scholes option-pricing model used by the Company to calculate stock option values was developed to estimate the fair value of freely tradeable, fully transferable stock options without vesting restrictions, which significantly differ from the Company’s stock option awards. This model also requires highly subjective assumptions, including future stock price volatility and expected time until exercise, which greatly affect the calculated values. | |||||||||||||||||
The following table summarizes stock option activity during the year ended December 31, 2013: | |||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
(000s) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
Outstanding, January 1, 2013 | 8,506 | $ | 18.97 | ||||||||||||||
Granted | 1,582 | 93.6 | |||||||||||||||
Exercised | (478 | ) | 20.76 | ||||||||||||||
Expired or forfeited | (983 | ) | 39.74 | ||||||||||||||
Outstanding, December 31, 2013 | 8,627 | $ | 30.19 | 5.5 | $ | 754,356 | |||||||||||
Vested and exercisable, December 31, 2013 | 5,174 | $ | 11.68 | 4.5 | $ | 547,033 | |||||||||||
The weighted-average fair values of all stock options granted in 2013, 2012 and 2011 were $30.47, $19.57 and $13.65, respectively. The total intrinsic values of stock options exercised in 2013, 2012 and 2011 were $30.4 million, $25.1 million and $31.7 million, respectively. Proceeds received on the exercise of stock options in 2013, 2012 and 2011 were $10.0 million, $23.0 million and $41.7 million, respectively. | |||||||||||||||||
As of December 31, 2013, the total remaining unrecognized compensation expense related to non-vested stock options amounted to $61.8 million, which will be amortized over the weighted-average remaining requisite service period of approximately 3.2 years. The total fair value of stock options vested in 2013 was $26.0 million (2012 — $36.1 million; 2011 — $35.4 million). | |||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable as of December 31, 2013: | |||||||||||||||||
Range of Exercise Prices | Outstanding | Weighted- | Weighted- | Exercisable | Weighted- | ||||||||||||
(000s) | Average | Average | (000s) | Average | |||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||
Contractual | Price | Price | |||||||||||||||
Life | |||||||||||||||||
(Years) | |||||||||||||||||
$4.20 - $6.30 | 3,222 | 4.1 | $ | 4.29 | 3,222 | $ | 4.29 | ||||||||||
$6.39 - $9.59 | 139 | 3.2 | 6.61 | 139 | 6.61 | ||||||||||||
$10.54 - $15.81 | 1,959 | 5.2 | 12.97 | 1,032 | 12.99 | ||||||||||||
$16.71 - $25.07 | 12 | 6.6 | 19.71 | 2 | 20.42 | ||||||||||||
$25.42 - $38.13 | 442 | 1.9 | 25.42 | 310 | 25.42 | ||||||||||||
$39.35 - $59.03 | 1,415 | 6.6 | 51.06 | 459 | 51.86 | ||||||||||||
$59.15 - $88.73 | 384 | 7.5 | 69.35 | 10 | 59.15 | ||||||||||||
$91.12 - $136.68 | 1,054 | 9.8 | 104.21 | — | — | ||||||||||||
8,627 | 5.5 | $ | 30.19 | 5,174 | $ | 11.68 | |||||||||||
RSUs | |||||||||||||||||
RSUs vest on the third anniversary date from the date of grant, unless provided otherwise in the applicable unit agreement, subject to the attainment of any applicable performance goals specified by the Board of Directors. If the vesting of the RSUs is conditional upon the attainment of performance goals, any RSUs that do not vest as a result of a determination that a holder of RSUs has failed to attain the prescribed performance goals will be forfeited immediately upon such determination. RSUs are credited with dividend equivalents, in the form of additional RSUs, when dividends are paid on the Company’s common shares. Such additional RSUs will have the same vesting dates and will vest under the same terms as the RSUs in respect of which such additional RSUs are credited. | |||||||||||||||||
To the extent provided for in a RSU agreement, the Company may, in lieu of all or a portion of the common shares which would otherwise be provided to a holder, elect to pay a cash amount equivalent to the market price of the Company’s common shares on the vesting date for each vested RSU. The amount of cash payment will be determined based on the average market price of the Company’s common shares on the vesting date. The Company’s current intent is to settle vested RSUs through the issuance of common shares. | |||||||||||||||||
Time-Based RSUs | |||||||||||||||||
Each vested RSU without performance goals (“time-based RSU”) represents the right of a holder to receive one of the Company’s common shares. The fair value of each RSU granted is estimated based on the trading price of the Company’s common shares on the date of grant. | |||||||||||||||||
The following table summarizes non-vested time-based RSU activity during the year ended December 31, 2013: | |||||||||||||||||
Time-Based | Weighted- | ||||||||||||||||
RSUs | Average | ||||||||||||||||
(000s) | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested, January 1, 2013 | 1,310 | $ | 33.43 | ||||||||||||||
Granted | 129 | 84.01 | |||||||||||||||
Vested(1) | (446 | ) | 34.11 | ||||||||||||||
Forfeited | (109 | ) | 44.4 | ||||||||||||||
Non-vested, December 31, 2013 | 884 | $ | 39.11 | ||||||||||||||
____________________________________ | |||||||||||||||||
-1 | In the second quarter of 2013, 204,034 vested time-based RSUs held by current non-management directors were modified from units settled in common shares to units settled in cash, which changed the classification from equity awards to liability awards. | ||||||||||||||||
As of December 31, 2013, the total remaining unrecognized compensation expense related to non-vested time-based RSUs amounted to $13.0 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.4 years. The total fair value of time-based RSUs vested in 2013 was $15.2 million (2012 — $18.0 million; 2011 — $16.2 million). | |||||||||||||||||
Performance-Based RSUs | |||||||||||||||||
Each vested RSU with performance goals (“performance-based RSU”) represents the right of a holder to receive a number of the Company’s common shares up to a specified maximum. For performance-based RSUs issued prior to the Merger, performance was measured based on shareholder return relative to an industry comparator group. For performance-based RSUs issued subsequent to the Merger, performance is determined based on the achievement of certain share price appreciation conditions. If the Company’s performance is below a specified performance level, no common shares will be paid. | |||||||||||||||||
The fair value of each performance-based RSU granted during the years ended December 31, 2013, 2012 and 2011 was estimated using a Monte Carlo simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved. | |||||||||||||||||
The fair values of performance-based RSUs granted during the years ended December 31, 2013, 2012 and 2011 were estimated with the following assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Contractual term (years) | 2.8-4.3 | 2.9-4.3 | 3 | ||||||||||||||
Expected Company share volatility(1) | 36.1% - 44.4% | 42.5% - 52.3% | 34.6% - 60.8% | ||||||||||||||
Risk-free interest rate(2) | 0.5% - 1.3% | 0.6% - 1.0% | 1.0% - 1.9% | ||||||||||||||
____________________________________ | |||||||||||||||||
-1 | Determined based on historical volatility over the contractual term of the performance-based RSU. | ||||||||||||||||
-2 | Determined based on the rate at the time of grant for zero-coupon U.S. government bonds with maturity dates equal to the contractual term of the performance-based RSUs. | ||||||||||||||||
The following table summarizes non-vested performance-based RSU activity during the year ended December 31, 2013: | |||||||||||||||||
Performance- | Weighted- | ||||||||||||||||
Based RSUs | Average | ||||||||||||||||
(000s) | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested, January 1, 2013 | 1,696 | $ | 43.4 | ||||||||||||||
Granted | 567 | 140.55 | |||||||||||||||
Vested | (884 | ) | 22.85 | ||||||||||||||
Forfeited | (334 | ) | 80.47 | ||||||||||||||
Non-vested, December 31, 2013 | 1,045 | $ | 102.22 | ||||||||||||||
As of December 31, 2013, the total remaining unrecognized compensation expense related to the non-vested performance-based RSUs amounted to $76.8 million, which will be amortized over the weighted-average remaining requisite service period of approximately 2.7 years. A maximum of 2,832,187 common shares could be issued upon vesting of the performance-based RSUs outstanding as of December 31, 2013. | |||||||||||||||||
DSUs | |||||||||||||||||
Prior to May 2011, non-management directors received non-cash compensation in the form of DSUs, which entitled non-management directors to receive a lump-sum cash payment in respect of their DSUs either following the date upon which they cease to be a director of the Company or, with respect to DSUs granted after the Merger Date as part of the annual retainer, one year after such date. The amount of compensation deferred was converted into DSUs based on the volume-weighted average trading price of the Company’s common shares for the five trading days immediately preceding the date of grant (for directors subject to U.S. taxation, the calculation may be based on the greater of the five-day or one-day volume-weighted trading price). The Company recognizes compensation expense throughout the deferral period to the extent that the trading price of its common shares increases, and reduces compensation expense throughout the deferral period to the extent that the trading price of its common shares decreases. Following the Merger, the DSUs previously granted to non-management directors who did not remain on the Board of Directors of the Company have been redeemed, entitling each departing director to a payment of the cash value of his DSUs. | |||||||||||||||||
Effective May 16, 2011 (the “Modification Date”), the Board of Directors of the Company modified the existing DSUs held by current directors from units settled in cash to units settled in common shares, which changed these DSUs from a liability award to an equity award. Accordingly, as of the Modification Date, the Company reclassified the $9.3 million aggregate fair value of the 182,053 DSUs held by current directors from accrued liabilities to additional paid-in capital. In the period from January 1, 2011 to the Modification Date, the Company recorded $3.6 million of compensation expense related to the change in the fair value of the DSUs held by current directors. As the modified DSUs were fully vested, no additional compensation expense will be recognized after the Modification Date. The DSUs held by former directors of Biovail were not affected by the modification and were to continue to be cash settled. During the year ended December 31, 2011, the Company recognized $0.8 million of compensation expense in restructuring and integration costs related to the change in the fair value of DSUs still held by former directors of Biovail. As of December 31, 2012, there were 17,219 DSUs still held by former directors of Biovail. The remaining 17,219 DSUs were redeemed for cash in February 2013. | |||||||||||||||||
The following table summarizes DSU activity during the year ended December 31, 2013: | |||||||||||||||||
DSUs | Weighted- | ||||||||||||||||
(000s) | Average | ||||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Outstanding, January 1, 2013 | 148 | $ | 16.78 | ||||||||||||||
Granted | — | — | |||||||||||||||
Settled(1) | (145 | ) | 16.08 | ||||||||||||||
Outstanding, December 31, 2013 | 3 | $ | 50.56 | ||||||||||||||
____________________________________ | |||||||||||||||||
-1 | In the second quarter of 2013, 70,110 vested DSUs held by current non-management directors were modified from units settled in common shares to units settled in cash, which changed the classification from equity awards to liability awards. | ||||||||||||||||
Effective May 16, 2011, in lieu of grants of DSUs, unless the Company determines otherwise, non-management directors will receive their annual equity compensation retainer in the form of stock units, which will vest immediately upon grant and will be settled in common shares of the Company on the first anniversary of the date upon which the director ceases to be a director of the Company. In addition, a non-management director may elect to receive some or all of his or her cash retainers in additional units, which will be vested upon grant and will be settled in common shares of the Company when the director ceases to be a director of the Company (unless a different payment is elected in accordance with the procedures established by the Company). | |||||||||||||||||
Effective May 30, 2012, the Company changed the vesting and settlement features of stock units granted to non-management directors, such that, for all new stock units granted to non-management directors after such date, such stock units will vest on the one year anniversary of the date of grant and will be settled in common shares of the Company upon vesting. In addition, for stock units awarded to non-management directors prior to May 30, 2012 in connection with such directors’ annual equity compensation, the settlement date was changed and such stock units will now be settled in common shares of the Company. |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE LOSS | ' | ||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||||||||||||||||||||||
The components of accumulated other comprehensive loss income as of December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||||||
Foreign | Unrealized | Net | Net | Acquisition of | Pension | Total | |||||||||||||||||||||||
Currency | Holding | Unrealized | Unrealized | Noncontrolling | Adjustment | ||||||||||||||||||||||||
Translation | Gain (Loss) on | Holding | Holding | Interest | |||||||||||||||||||||||||
Adjustment | Auction | Gain (Loss) | Gain (Loss) | ||||||||||||||||||||||||||
Rate | on Available- | on Available- | |||||||||||||||||||||||||||
Securities | For-Sale | For-Sale | |||||||||||||||||||||||||||
Equity | Debt | ||||||||||||||||||||||||||||
Securities | Securities | ||||||||||||||||||||||||||||
Balance, January 1, 2011 | $ | 98,926 | $ | — | $ | — | $ | (90 | ) | $ | — | $ | — | $ | 98,836 | ||||||||||||||
Foreign currency translation adjustment | (381,633 | ) | — | — | — | — | — | (381,633 | ) | ||||||||||||||||||||
Net unrealized holding gain on available-for-sale equity securities | — | — | 22,780 | — | — | — | 22,780 | ||||||||||||||||||||||
Reclassification to net income(1) | — | — | (21,146 | ) | — | — | — | (21,146 | ) | ||||||||||||||||||||
Net unrealized holding gain on available-for-sale debt securities | — | — | — | (114 | ) | — | — | (114 | ) | ||||||||||||||||||||
Acquisition of noncontrolling interest | — | — | — | — | 2,206 | — | 2,206 | ||||||||||||||||||||||
Pension adjustment(2) | — | — | — | — | — | (545 | ) | (545 | ) | ||||||||||||||||||||
Balance, December 31, 2011 | (282,707 | ) | — | 1,634 | (204 | ) | 2,206 | (545 | ) | (279,616 | ) | ||||||||||||||||||
Foreign currency translation adjustment | 161,011 | — | — | — | — | — | 161,011 | ||||||||||||||||||||||
Unrealized holding gain on auction rate securities | — | 1 | — | — | — | — | 1 | ||||||||||||||||||||||
Net unrealized holding gain on available-for-sale equity securities | — | — | 379 | — | — | — | 379 | ||||||||||||||||||||||
Reclassification to net loss(1) | — | — | (1,634 | ) | 197 | — | — | (1,437 | ) | ||||||||||||||||||||
Net unrealized holding gain on available-for-sale debt securities | — | — | — | 7 | — | — | 7 | ||||||||||||||||||||||
Pension adjustment(2) | — | — | — | — | — | 259 | 259 | ||||||||||||||||||||||
Balance, December 31, 2012 | (121,696 | ) | 1 | 379 | — | 2,206 | (286 | ) | (119,396 | ) | |||||||||||||||||||
Foreign currency translation adjustment | (50,764 | ) | — | — | — | — | — | (50,764 | ) | ||||||||||||||||||||
Reclassification to net (loss) income(1) | — | (1 | ) | (3,963 | ) | — | — | — | (3,964 | ) | |||||||||||||||||||
Net unrealized holding gain on available-for-sale equity securities | — | — | 3,584 | — | — | — | 3,584 | ||||||||||||||||||||||
Pension adjustment, net of tax(2) | — | — | — | — | — | 37,760 | 37,760 | ||||||||||||||||||||||
Balance, December 31, 2013 | $ | (172,460 | ) | $ | — | $ | — | $ | — | $ | 2,206 | $ | 37,474 | $ | (132,780 | ) | |||||||||||||
____________________________________ | |||||||||||||||||||||||||||||
-1 | Included in gain on investments, net (as described in note 20). | ||||||||||||||||||||||||||||
-2 | Reflects changes in defined benefit obligations and related plan assets of the Company’s defined benefit pension plans and the U.S. postretirement benefit plan (as described in note 15). | ||||||||||||||||||||||||||||
Income taxes are not provided for foreign currency translation adjustments arising on the translation of the Company’s operations having a functional currency other than the U.S. dollar. Income taxes allocated to other components of other comprehensive income (loss), including reclassification adjustments, were not material, with the exception of the pension adjustment in 2013 which is presented net of tax. |
LOSS_ON_EXTINGUISHMENT_OF_DEBT
LOSS ON EXTINGUISHMENT OF DEBT | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
LOSS ON EXTINGUISHMENT OF DEBT | ' | ||||||||||||
LOSS ON EXTINGUISHMENT OF DEBT | ' | ||||||||||||
LOSS ON EXTINGUISHMENT OF DEBT | |||||||||||||
The components of loss on extinguishment of debt for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Extinguishment of liability component of 5.375% Convertible Notes (as described in note 14 and note 16) | $ | — | $ | 2,455 | $ | 31,629 | |||||||
Extinguishment of liability component of 4.0% Convertible Notes (as described in note 14) | — | — | 4,708 | ||||||||||
Refinancing of the Tranche B Term Loan Facility (as described in note 14) | — | 17,625 | — | ||||||||||
Repricing of the Series D Tranche B Term Loan Facility and the Series C Tranche B Term Loan Facility (as described in note 14) | 21,379 | — | — | ||||||||||
Redemption of 9.875% senior notes assumed in connection with the B&L Acquisition (as described in note 3) | 8,161 | — | — | ||||||||||
Redemption of senior notes (as described in note 14) | 32,526 | — | (148 | ) | |||||||||
Exchange of the Series A-1 Tranche A Term Loans and Series A-2 Tranche A Term Loans | 2,948 | — | — | ||||||||||
Repayment of the senior secured term loan facility | — | — | 655 | ||||||||||
$ | 65,014 | $ | 20,080 | $ | 36,844 | ||||||||
GAIN_ON_INVESTMENTS_NET
GAIN ON INVESTMENTS, NET | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||
GAIN ON INVESTMENTS, NET | ' | ||||||||||||
GAIN ON INVESTMENTS, NET | |||||||||||||
The components of gain on investments, net for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Gain on auction rate floating securities (as described in note 7) | $ | 1,859 | $ | — | $ | — | |||||||
Gain on disposal of investments | 3,963 | 2,056 | 22,776 | ||||||||||
$ | 5,822 | $ | 2,056 | $ | 22,776 | ||||||||
In March 2011, in connection with an offer to acquire Cephalon, Inc. (“Cephalon”), the Company had invested $60.0 million to acquire 1,034,908 shares of common stock of Cephalon, which represented 1.366% of the issued and outstanding common stock of Cephalon as of March 14, 2011. On May 2, 2011, Cephalon announced that it had agreed to be acquired by Teva Pharmaceutical Industries Inc. and, consequently, the Company disposed of its entire equity investment in Cephalon for net proceeds of $81.3 million, which resulted in a net realized gain of $21.3 million recognized in earnings in the second quarter of 2011. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
INCOME TAXES | ' | ||||||||||||
INCOME TAXES | |||||||||||||
The components of loss before recovery of income taxes were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (574,527 | ) | $ | (205,612 | ) | $ | (41,374 | ) | ||||
Foreign | (739,925 | ) | (188,616 | ) | 23,374 | ||||||||
$ | (1,314,452 | ) | $ | (394,228 | ) | $ | (18,000 | ) | |||||
The components of recovery of income taxes were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Domestic | $ | 3,403 | $ | 7,189 | $ | 3,554 | |||||||
Foreign | 80,010 | 56,337 | 36,337 | ||||||||||
83,413 | 63,526 | 39,891 | |||||||||||
Deferred: | |||||||||||||
Domestic | — | (11,886 | ) | (21,763 | ) | ||||||||
Foreign | (534,196 | ) | (329,843 | ) | (195,687 | ) | |||||||
(534,196 | ) | (341,729 | ) | (217,450 | ) | ||||||||
$ | (450,783 | ) | $ | (278,203 | ) | $ | (177,559 | ) | |||||
The reported net book recovery of income taxes differs from the expected amount calculated by applying the Company’s Canadian statutory rate to income before recovery of income taxes. The reasons for this difference and the related tax effects are as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Loss before recovery of income taxes | $ | (1,314,452 | ) | $ | (394,228 | ) | $ | (18,000 | ) | ||||
Expected Canadian statutory rate | 26.9 | % | 26.9 | % | 28.3 | % | |||||||
Expected recovery of income taxes | (353,588 | ) | (106,047 | ) | (5,085 | ) | |||||||
Non-deductible amounts: | |||||||||||||
Amortization | — | 6,173 | 22,251 | ||||||||||
Share-based compensation | 13,096 | 6,258 | 14,045 | ||||||||||
Merger and acquisition costs | 1,090 | 24,210 | — | ||||||||||
In-process research and development | — | 3,228 | — | ||||||||||
Non-taxable gain on disposal of investments | — | (3,056 | ) | (15,384 | ) | ||||||||
Changes in enacted income tax rates | 6,555 | (4,459 | ) | (18,313 | ) | ||||||||
Canadian dollar foreign exchange gain for Canadian tax purposes | 635 | 9,098 | 40,667 | ||||||||||
Change in valuation allowance related to foreign tax credits and net operating losses | 70,154 | — | — | ||||||||||
Change in valuation allowance on Canadian deferred tax assets and | 143,945 | (34,245 | ) | (57,249 | ) | ||||||||
tax rate changes | |||||||||||||
Change in uncertain tax positions | — | 15,433 | (8,568 | ) | |||||||||
Foreign tax rate differences | (407,604 | ) | (226,764 | ) | (180,301 | ) | |||||||
Unrecognized income tax benefit of losses | — | 32,019 | 22,187 | ||||||||||
Withholding taxes on foreign income | 3,393 | 7,954 | 5,473 | ||||||||||
Alternative minimum and other taxes | — | (4,528 | ) | 2,513 | |||||||||
Taxable foreign income | 55,350 | 10,675 | — | ||||||||||
Deferred intercompany profit | (5,726 | ) | (10,371 | ) | — | ||||||||
Other | 21,917 | (3,781 | ) | 205 | |||||||||
$ | (450,783 | ) | $ | (278,203 | ) | $ | (177,559 | ) | |||||
The tax effect of major items recorded as deferred tax assets and liabilities is as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Tax loss carryforwards | $ | 957,703 | $ | 293,547 | |||||||||
Tax credit carryforwards | 126,415 | 77,426 | |||||||||||
Scientific Research and Experimental Development pool | 62,883 | 65,718 | |||||||||||
Research and development tax credits | 83,669 | 67,683 | |||||||||||
Provisions | 577,509 | 211,486 | |||||||||||
Plant, equipment and technology | 38,339 | 7,478 | |||||||||||
Deferred revenue | 12,549 | 60,850 | |||||||||||
Deferred financing and share issue costs | — | 118,369 | |||||||||||
Share-based compensation | 42,987 | 19,828 | |||||||||||
Other | 76,464 | 23,453 | |||||||||||
Total deferred tax assets | 1,978,518 | 945,838 | |||||||||||
Less valuation allowance | (477,573 | ) | (124,515 | ) | |||||||||
Net deferred tax assets | 1,500,945 | 821,323 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | 2,884,288 | 1,610,386 | |||||||||||
Unremitted earnings | 563,775 | 191,129 | |||||||||||
Deferred financing and share issue costs(1) | 16,598 | — | |||||||||||
Prepaid expenses | (353 | ) | 1,094 | ||||||||||
Total deferred tax liabilities | 3,464,308 | 1,802,609 | |||||||||||
Net deferred income taxes | $ | (1,963,363 | ) | $ | (981,286 | ) | |||||||
____________________________________ | |||||||||||||
-1 | The equivalent prior year liability balance of $36.3 million is offset in the assets line: Deferred financing and share issue costs. | ||||||||||||
The realization of deferred tax assets is dependent on the Company generating sufficient domestic and foreign taxable income in the years that the temporary differences become deductible. A valuation allowance has been provided for the portion of the deferred tax assets that the Company determined is more likely than not to remain unrealized based on estimated future taxable income and tax planning strategies. In 2013, the valuation allowance increased by $353.1 million. The net increase in valuation allowance resulted from an increase in valuation allowance associated with historic foreign tax credits generated by the Company’s U.S. subsidiaries and acquired valuation allowance from B&L. In 2012, the valuation allowance decreased by $4.2 million. The net decrease in valuation allowance resulted from an increase in deferred tax liabilities arising from acquisitions and unrealized foreign exchange gains on intercompany loans, offset by an increase in the valuation allowance for Canadian tax loss carryforwards for the year ended December 31, 2012. Given the Company’s history of pre-tax losses and expected future losses in Canada, the Company determined there was insufficient objective evidence to release the remaining valuation allowance against Canadian tax loss carryforwards, International Tax Credits (“ITC”) and pooled Scientific Research and Experimental Development Tax Incentive (“SR&ED”) expenditures. | |||||||||||||
As of December 31, 2013, the Company had accumulated losses of approximately $717.9 million (2012 - $397.5 million) available for federal and provincial tax purposes in Canada. As of December 31, 2013, the Company had approximately $42.3 million (2012 - $44.9 million) of unclaimed Canadian ITCs, which expire from 2017 to 2032. These losses and ITCs can be used to offset future years’ taxable income and federal tax, respectively. In addition, as of December 31, 2013, the Company had pooled SR&ED expenditures amounting to approximately $232.1 million (2012 - $255.6 million) available to offset against future years’ taxable income from its Canadian operations, which may be carried forward indefinitely. As in past years, a full valuation allowance has been maintained against the net Canadian deferred tax assets of $253.6 million (2012 - $122.0 million). | |||||||||||||
As of December 31, 2013, the Company has accumulated tax losses of approximately $1,955.1 million (2012 - $1,011.7 million) for federal purposes in the U.S. which expire from 2021 to 2034. While the losses are subject to multiple annual loss limitations restrictions, the Company believes that the recoverability of the deferred tax assets associated with those losses is more likely than not to be realized. As of December 31, 2013, the Company had approximately $60.3 million (2012 - $21.3 million) of U.S. research and development credits, which expire from 2021 to 2034. As of December 31, 2013, the Company had approximately $136.4 million in foreign tax credits recognized on tax returns which are not expected to be utilized before their expirations due to a lack of foreign source income and therefore a full valuation allowance has been maintained. The Company’s accumulated losses are subject to annual limitations as a result of previous ownership changes that have occurred. Included in the $1,955.1 million of tax losses is approximately $22.5 million of losses related to the exercise of non-qualified stock options and restricted stock awards. | |||||||||||||
The Company accrues for U.S. tax on the unremitted earnings of the foreign subsidiaries owned by the Company’s U.S. subsidiaries. In addition, the Company provides for the tax on the unremitted earnings of its direct foreign affiliates except for its direct U.S. subsidiaries. The Company continues to assert that the unremitted earnings of its U.S. subsidiaries will be permanently reinvested and not repatriated to Canada. As of December 31, 2013, the Company estimates there would be no Canadian tax liability attributable to the permanently reinvested U.S. earnings. | |||||||||||||
As of December 31, 2013, the total amount of unrecognized tax benefits (including interest and penalties) was $247.5 million (2012 - $128.0 million), of which $153.4 million (2012 - $88.8 million) would affect the effective tax rate. In the year ended December 31, 2013, the Company recognized a $132.4 million (2012 - $29.1 million) increase and a $12.8 million (2012 - $3.4 million) net decrease in the amount of unrecognized tax benefits related to tax positions taken in the current and prior years, respectively. | |||||||||||||
The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. As of December 31, 2013, approximately $46.4 million (2012 - $24.3 million) was accrued for the payment of interest and penalties. In the year ended December 31, 2013, the Company recognized approximately $5.7 million (2012 - $1.3 million) interest and penalties. | |||||||||||||
The Company and one or more of its subsidiaries file federal income tax returns in Canada, the U.S., and other foreign jurisdictions, as well as various provinces and states in Canada and the U.S. The Company and its subsidiaries have open tax years primarily from 2005 to 2012 with significant taxing jurisdictions including Canada, and the U.S. These open years contain certain matters that could be subject to differing interpretations of applicable tax laws and regulations, and tax treaties, as they relate to the amount, timing, or inclusion of revenues and expenses, or the sustainability of income tax positions of the Company and its subsidiaries. Certain of these tax years are expected to remain open indefinitely. | |||||||||||||
Jurisdiction: | Open Years | ||||||||||||
United States - Federal | 2011 - 2012 | ||||||||||||
Canada | 2005 - 2012 | ||||||||||||
Brazil | 2006 - 2012 | ||||||||||||
Germany | 2011 - 2012 | ||||||||||||
France | 2011 - 2012 | ||||||||||||
China | 2009 -2012 | ||||||||||||
Ireland | 2008 - 2012 | ||||||||||||
Netherlands | 2011 - 2012 | ||||||||||||
In 2012, Valeant and its subsidiaries closed the Internal Revenue Service (“IRS”) audits through the 2010 tax year. Additionally, Valeant closed the examination by the Australian Tax Office for the 2010 tax year. Valeant remains under examination for various state tax audits in the U.S. for years 2002 to 2010. The Company is currently under examination by the Canada Revenue Agency for years 2005 to 2006 and remains open to examination for years 2005 and later. In February 2013 the Company has received a proposed audit adjustment for the years 2005 through 2007. The Company disagrees with the adjustments and has filed a Notice of Objection. The total proposed adjustment will result in a loss of tax attributes which are subject to a full valuation allowance and will not result in material change to the provision for income taxes. | |||||||||||||
The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance, beginning of year | $ | 127,978 | $ | 102,290 | $ | 110,857 | |||||||
Acquisition of B&L | 52,183 | — | — | ||||||||||
Acquisition of Medicis | — | 6,556 | — | ||||||||||
Additions based on tax positions related to the current year | 60,678 | 3,492 | 2,701 | ||||||||||
Additions for tax positions of prior years | 19,543 | 19,036 | — | ||||||||||
Reductions for tax positions of prior years | (10,801 | ) | (1,396 | ) | (11,268 | ) | |||||||
Lapse of statute of limitations | (2,045 | ) | (2,000 | ) | — | ||||||||
Balance, end of year | $ | 247,536 | $ | 127,978 | $ | 102,290 | |||||||
The Company estimates approximately $8.7 million of the above unrecognized tax benefits will be realized during the next 12 months. | |||||||||||||
Certain unrecognized tax benefits have been recorded as a reduction of deferred tax assets. In addition, certain unrecognized tax benefits are fully offset by tax attributes for which a full valuation allowance exists. | |||||||||||||
The Company effected an internal reorganization in December 2013 to streamline and integrate certain aspects of its operations. As part of this internal reorganization, the Company migrated certain of its intellectual property to Luxembourg. This is consistent with the evolution of the Company’s business and leverages the Company’s prior reorganization. | |||||||||||||
The Company effected an internal reorganization in July 2012 to streamline certain aspects of its operations. As part of this internal reorganization, the Company migrated certain of its intellectual property from Barbados to Bermuda and moved certain of its operational and managerial functions from Barbados to certain European jurisdictions (including Ireland). This is consistent with the evolution of the Company’s business and the Company expects that this internal reorganization will enable the Company to better leverage its existing and future resources on a worldwide basis and support the Company’s international expansion. |
LOSS_EARNINGS_PER_SHARE
(LOSS) EARNINGS PER SHARE | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
(LOSS) EARNINGS PER SHARE | ' | ||||||||||||
(LOSS) EARNINGS PER SHARE | |||||||||||||
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc. for the years ended December 31, 2013, 2012 and 2011 were calculated as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | $ | (866,142 | ) | $ | (116,025 | ) | $ | 159,559 | |||||
Basic weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | 304,655 | ||||||||||
Dilutive effect of stock options and RSUs (000s) | — | — | 8,484 | ||||||||||
Dilutive effect of convertible debt (000s) | — | — | 12,980 | ||||||||||
Diluted weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | 326,119 | ||||||||||
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: | |||||||||||||
Basic | $ | (2.70 | ) | $ | (0.38 | ) | $ | 0.52 | |||||
Diluted | $ | (2.70 | ) | $ | (0.38 | ) | $ | 0.49 | |||||
In 2013 and 2012, all stock options, RSUs and Convertible Notes were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive, as it would have reduced the loss per share. The potential dilutive effect of stock options, RSUs and Convertible Notes on the weighted-average number of common shares outstanding was as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Basic weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | |||||||||||
Dilutive effect of stock options and RSUs (000s) | 6,470 | 7,158 | |||||||||||
Dilutive effect of Convertible Notes (000s) | — | 520 | |||||||||||
Diluted weighted-average number of common shares outstanding (000s) | 327,466 | 313,124 | |||||||||||
In 2013, 2012 and 2011, stock options to purchase approximately 1,090,000, 1,093,000 and 271,000 weighted-average common shares, respectively, were not included in the computation of diluted earnings per share because the exercise prices of the options were greater than the average market price of the Company’s common shares and, therefore, the effect would have been anti-dilutive. |
SUPPLEMENTAL_CASH_FLOW_DISCLOS
SUPPLEMENTAL CASH FLOW DISCLOSURES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||||||
SUPPLEMENTAL CASH FLOW DISCLOSURES | ' | ||||||||||||
SUPPLEMENTAL CASH FLOW DISCLOSURES | |||||||||||||
Interest and income taxes paid during the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest paid | $ | 652,910 | $ | 421,019 | $ | 247,879 | |||||||
Income taxes paid | 65,072 | 41,425 | 45,399 | ||||||||||
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2013 | |
Loss Contingency, Information about Litigation Matters [Abstract] | ' |
LEGAL PROCEEDINGS | ' |
LEGAL PROCEEDINGS | |
From time to time, the Company becomes involved in various legal and administrative proceedings, which include product liability, intellectual property, commercial, antitrust, governmental and regulatory investigations, and related private litigation. There are also ordinary course employment-related issues and other types of claims in which the Company routinely becomes involved, but which individually and collectively are not material. | |
Unless otherwise indicated, the Company cannot reasonably predict the outcome of these legal proceedings, nor can it estimate the amount of loss, or range of loss, if any, that may result from these proceedings. An adverse outcome in certain of these proceedings could have a material adverse effect on the Company’s business, financial condition and results of operations, and could cause the market value of its common shares to decline. | |
From time to time, the Company also initiates actions or files counterclaims. The Company could be subject to counterclaims or other suits in response to actions it may initiate. The Company cannot reasonably predict the outcome of these proceedings, some of which may involve significant legal fees. The Company believes that the prosecution of these actions and counterclaims is important to preserve and protect the Company, its reputation and its assets. | |
Governmental and Regulatory Inquiries | |
On May 16, 2008, Biovail Pharmaceuticals, Inc. (“BPI”), the Company’s former subsidiary, entered into a written plea agreement with the U.S. Attorney’s Office (“USAO”) for the District of Massachusetts whereby it agreed to plead guilty to violating the U.S. Anti-Kickback Statute and pay a fine of $22.2 million. | |
In addition, on May 16, 2008, the Company entered into a non-prosecution agreement with the USAO whereby the USAO agreed to decline prosecution of Biovail in exchange for continuing cooperation and a civil settlement agreement and pay a civil penalty of $2.4 million. A hearing before the U.S. District Court in Boston took place on September 14, 2009 and the plea was approved. | |
In addition, as part of the overall settlement, Biovail entered into a Corporate Integrity Agreement (“CIA”) with the Office of the Inspector General and the Department of Health and Human Services on September 11, 2009. The CIA requires the Company to have a compliance program in place and to undertake a set of defined corporate integrity obligations for a five-year term. The CIA also includes requirements for an annual independent review of these obligations. Failure to comply with the obligations under the CIA could result in financial penalties. | |
Securities | |
Medicis Shareholder Class Actions | |
Prior to the Company’s acquisition of Medicis, several purported holders of then public shares of Medicis filed putative class action lawsuits in the Delaware Court of Chancery and the Arizona Superior Court against Medicis and the members of its Board of Directors, as well as one or both of Valeant and Merlin Merger Sub (the wholly-owned subsidiary of Valeant formed in connection with the Medicis Acquisition). The Delaware actions (which were instituted on September 11, 2012 and October 1, 2012, respectively) were consolidated for all purposes under the caption In re Medicis Pharmaceutical Corporation Stockholders Litigation, C.A. No. 7857-CS (Del. Ch.). The Arizona action (which was instituted on September 11, 2012) bears the caption Swint v. Medicis Pharmaceutical Corporation, et. al., Case No. CV2012-055635 (Ariz. Sup. Ct.). The actions all alleged, among other things, that the Medicis directors breached their fiduciary duties because they supposedly failed to properly value Medicis and caused materially misleading and incomplete information to be disseminated to Medicis’ public shareholders, and that Valeant and/or Merlin Merger Sub aided and abetted those alleged breaches of fiduciary duty. The actions also sought, among other things, injunctive and other equitable relief, and money damages. On November 20, 2012, Medicis and the other named defendants in the Delaware action signed a memorandum of understanding (“MOU”) to settle the Delaware action and resolve all claims asserted by the purported class. The parties executed a Stipulation and Agreement of Compromise and Settlement on November 25, 2013. The settlement is subject to court approval. Defendants have provided notice of the settlement to members of the proposed class and the Delaware Court of Chancery scheduled a settlement hearing for February 26, 2014. In connection with the proposed settlement, the plaintiffs intend to seek an award of attorneys’ fees and expenses incurred in connection with the Delaware action. Plaintiffs’ request for attorneys’ fees and expenses will be considered by the Delaware Court of Chancery at the settlement hearing. The plaintiff in the Arizona action agreed to dismiss her complaint. On January 15, 2013, the Arizona Superior Court issued an order granting the parties' joint stipulation to dismiss the Arizona action. | |
Obagi Shareholder Class Actions | |
Prior to the acquisition of all of the outstanding common stock of Obagi, the following complaints were filed: (i) a complaint in the Court of Chancery of the State of Delaware, dated March 22, 2013, and amended on April 1, 2013 and on April 8, 2013, captioned Michael Rubin v. Obagi Medical Products, Inc., et al.; (ii) a complaint in the Superior Court of the State of California, County of Los Angeles, dated March 22, 2013, and amended on March 27, 2013, captioned Gary Haas v. Obagi Medical Products, Inc., et al.; and (iii) a complaint in the Superior Court of the State of California, County of Los Angeles, dated March 27, 2013, captioned Drew Leonard v. Obagi Medical Products, Inc., et al. Each complaint is a purported shareholder class action and names as defendants Obagi and the members of the Obagi Board of Directors. The two complaints filed in California also name Valeant and Odysseus Acquisition Corp. (the wholly-owned subsidiary of Valeant formed in connection with the Obagi acquisition) as defendants. The plaintiffs’ allegations in each action are substantially similar. The plaintiffs allege that the members of the Obagi Board of Directors breached their fiduciary duties to Obagi’s stockholders in connection with the sale of the company, and the California complaints further allege that Obagi, Valeant and Odysseus Acquisition Corp. aided and abetted the purported breaches of fiduciary duties. In support of their purported claims, the plaintiffs allege that the proposed transaction undervalued Obagi, involved an inadequate sales process and included preclusive deal protection devices. The plaintiffs in the Rubin case in Delaware and in the Haas case in California also filed amended complaints, which added allegations challenging the adequacy of the disclosures concerning the transaction. The plaintiffs sought damages and to enjoin the transaction, and also sought attorneys’ and expert fees and costs. On April 12, 2013, the defendants entered into an MOU with the plaintiffs in the actions pending in the Court of Chancery of the State of Delaware and the Superior Court of the State of California, pursuant to which Obagi and such parties agreed in principle, and subject to certain conditions, to settle those stockholder lawsuits. not to exceed a specified sum. After receiving notice that the parties had reached an agreement to settle the litigation, the Superior Court of the State of California scheduled a “Hearing on Order to Show Cause Re Dismissal”. On January 29, 2014, the court continued that hearing until May 1, 2014, pending completion of definitive documentation and approval proceedings in the Court of Chancery of the State of Delaware. On February 6, 2014, the Court of Chancery of the State of Delaware issued an Order for Notice and Scheduling of Hearing on Settlement, preliminarily certifying the Rubin case as a non-opt out class action for settlement purposes, directing notice of the proposed settlement to members of the class, and setting a hearing to consider final approval of the settlement for April 30, 2014. In connection with the proposed settlement, the plaintiffs intend to seek an award of attorneys’ fees and expenses in an amount not to exceed a specified sum. Such amount will not be material to the Company's consolidated financial statements. If the proposed settlement is not approved or the applicable conditions are not satisfied, the defendants will continue to vigorously defend these actions. | |
Solta Shareholder Class Actions | |
Prior to the Company’s completion of the acquisition of Solta, several purported holders of then public shares of Solta filed putative class action lawsuits in the Delaware Court of Chancery and the Superior Court of the State of California, County of Alameda, against Solta and the members of its board of directors, as well as the Company, Valeant, and Sapphire Subsidiary Corp. (the wholly-owned subsidiary of Valeant formed in connection with the Solta acquisition). The Delaware actions were consolidated for all purposes under the caption In re Solta Medical, Inc. Stockholders Litigation, C.A. No. 9170-CS (Del. Ch.). The California actions were filed under the captions Lathrop v. Covert, et al., Case No. HG13-707363 (Cal. Super.); Walter, et al. v. Solta Medical, Inc., et al., Case No. RG13-707659 (Cal. Super.); and Bushansky v. Solta Medical, Inc., et al., Case No. RG13-707997 (Cal. Super.). The plaintiffs’ allegations in each action were substantially similar. The actions all alleged, among other things, that the directors of Solta breached their fiduciary duties to the stockholders of Solta in connection with the Company's proposed acquisition of Solta. In support of their purported claims, the plaintiffs alleged that the proposed transaction did not appropriately value Solta, was the result of an inadequate process and included preclusive deal protection devices. The plaintiffs also alleged that the Schedule 14D-9 filed by Solta on December 23, 2013, in connection with the proposed transaction contained material omissions and misstatements. The complaints claimed that Solta, the Company, Valeant, and Sapphire Subsidiary Corp. aided and abetted the purported breaches of fiduciary duty. The actions sought, among other things, injunctive and other equitable relief, and money damages. The plaintiffs also sought attorneys’ and expert fees and costs. While the defendants believed that each of the aforementioned lawsuits were without merit and that they had valid defenses to all claims, in an effort to minimize the cost and expense of any litigation relating to the lawsuits, on January 11, 2014, following arms-length negotiations, Solta and the other named defendants signed a memorandum of understanding to settle the actions and resolve all claims asserted by the purported stockholder classes. The settlement, which is subject to court approval and further definitive documentation, provides for a release and settlement by Solta’s stockholders of all claims against Solta and the other defendants and their respective affiliates and agents in connection with the Company's acquisition of Solta. In connection with the proposed settlement, the plaintiffs intend to seek an award of attorneys’ fees and expenses in an amount to be determined by the Delaware Court of Chancery. | |
Antitrust | |
Wellbutrin XL® Antitrust Class Actions | |
On April 4, 2008, a direct purchaser plaintiff filed a class action antitrust complaint in the U.S. District Court for the District of Massachusetts against Biovail, its subsidiary Biovail Laboratories International SRL (“BLS”) (now Valeant International Bermuda), GlaxoSmithKline plc, and SmithKline Beecham Inc. (the latter two of which are referred to here as “GSK”) seeking damages and alleging that Biovail, BLS and GSK took actions to improperly delay FDA approval for generic forms of Wellbutrin XL®. In late May and early June 2008, additional direct and indirect purchaser class actions were also filed against Biovail, BLS and GSK in the Eastern District of Pennsylvania, all making similar allegations. After motion practice, the complaints were consolidated, resulting in a lead direct purchaser and a lead indirect purchaser action, and the Court ultimately denied defendants’ motion to dismiss the consolidated complaints. | |
The Court granted direct purchasers’ motion for class certification, and certified a class consisting of all persons or entities in the United States and its territories who purchased Wellbutrin XL® directly from any of the defendants at any time during the period of November 14, 2005 through August 31, 2009. Excluded from the class are defendants and their officers, directors, management, employees, parents, subsidiaries, and affiliates, and federal government entities. Further excluded from the class are persons or entities who have not purchased generic versions of Wellbutrin XL® during the class period after the introduction of generic versions of Wellbutrin XL®. The Court granted in part and denied in part the indirect purchaser plaintiffs’ motion for class certification. | |
After extensive discovery, briefing and oral argument, the Court granted the defendants’ motion for summary judgment on all but one of the plaintiffs’ claims, and deferred ruling on the remaining claim. Following the summary judgment decision, the Company entered into binding settlement arrangements with both plaintiffs’ classes to resolve all existing claims against the Company. The total settlement amount payable was $49.25 million. In addition, the Company agreed to pay up to $500,000 toward settlement notice costs. These charges were recognized in the second quarter of 2012 within Other expense in the consolidated statements of (loss) income, the majority of which was paid in 2012 with the remainder paid in 2013. The settlements required Court approval. The direct purchaser class filed its motion for preliminary approval of its settlement on July 23, 2012. The hearing on final approval of that settlement took place on November 7, 2012, with the Court granting final approval to the settlement on that day. The hearing on final approval of the settlement with the indirect purchasers took place in June 2013, with the Court granting final approval to the settlement on July 22, 2013. | |
Solodyn® Antitrust Class Actions | |
On July 22, 2013, United Food and Commercial Workers Local 1776 & Participating Employers Health and Welfare Fund, filed a civil antitrust class action complaint in the United States District Court for the Eastern District of Pennsylvania, Case No. 2:13-CV-04235-JCJ, against Medicis, the Company and various manufacturers of generic forms of Solodyn®, alleging that the defendants engaged in an anticompetitive scheme to exclude competition from the market for minocycline hydrochloride extended release tablets, a prescription drug for the treatment of acne marketed by Medicis under the brand name, Solodyn®. The plaintiff further alleges that the defendants orchestrated a scheme to improperly restrain trade, and maintain, extend and abuse Medicis' alleged monopoly power in the market for minocycline hydrochloride extended release tablets to the detriment of plaintiff and the putative class of end-payor purchasers it seeks to represent, causing them to pay overcharges. Plaintiff alleges violations of Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2, and of various state antitrust and consumer protection laws, and further alleges that defendants have been unjustly enriched through their alleged conduct. Plaintiff seeks declaratory and injunctive relief and, where applicable, treble, multiple, punitive and/or other damages, including attorneys' fees. Additional class action complaints making similar allegations against all defendants, including Medicis and the Company have been filed in various courts by other private plaintiffs purporting to represent certain classes of similarly-situated direct or end-payor purchasers of Solodyn® (Rochester Drug Co-Operative, Inc., Case No. 2:13-CV-04270-JCJ (E.D. Pa. filed July 23, 2013); Local 274 Health & Welfare Fund, Case No. 2:13-CV-4642-JCJ (E.D.Pa. filed Aug. 9, 2013); Sheet Metal Workers Local No. 25 Health & Welfare Fund, Case No. 2:13-CV-4659-JCJ (E.D. Pa. filed Aug. 8, 2013); Fraternal Order of Police, Fort Lauderdale Lodge 31, Insurance Trust Fund, Case No. 2:13-CV-5021-JCJ (E.D. Pa. filed Aug. 27, 2013); Heather Morgan, Case No. 2:13-CV-05097 (E.D. Pa. filed Aug. 29, 2013); Plumbers & Pipefitters Local 176 Health & Welfare Trust Fund, Case No. 2:13-CV-05105 (E.D. Pa. filed Aug. 30, 2013); Ahold USA, Inc., Case No. 1:13-cv-12225 (D. Mass. filed Sept. 9, 2013); City of Providence, Rhode Island, Case No. 2:13-cv-01952 (D. Ariz. filed Sept. 24, 2013); International Union of Operating Engineers Stationary Engineers Local 39 Health & Welfare Trust Fund, Case No. 1:13-cv-12435 (D. Mass. filed Oct. 2, 2013); Painters District Council No. 30 Health and Welfare Fund et al., Case No. 1:13-cv-12517 (D. Mass. filed Oct. 7, 2013); Man-U Service Contract Trust Fund, Case No. 13-cv-06266-JCJ (E.D. Pa. filed Oct. 25, 2013)). On August 29, 2013, International Union of Operating Engineers Local 132 Health and Welfare Fund voluntarily dismissed the class action complaint it had originally filed on August 1, 2013, in the United States District Court for the Northern District of California, and on August 30, 2013, re-filed its class action complaint in the United States District Court for the Eastern District of Pennsylvania (Case No. 2:13-cv-05108). The International Union of Operating Engineers Local 132 Health and Welfare Fund complaint makes similar allegations against all defendants, including Medicis and the Company, and seeks similar relief, to the other end-payor plaintiff complaints. On October 11, 2013, Medicis and the Company filed a motion with the Judicial Panel for Multidistrict Litigation ("JPML") seeking an order transferring and consolidating the thirteen putative class action cases for coordinated pretrial proceedings. The motion has been fully briefed and oral arguments before the JPML were heard on February 6, 2014. On February 25, 2014, the JPML ordered that the cases pending outside the District of Massachusetts be transferred to the District of Massachusetts, with the consent of that court, for coordinated or consolidated pretrial proceedings with the actions already pending in that district. We are in the process of evaluating the claims and plan to vigorously defend these actions. | |
Intellectual Property | |
Watson APLENZIN® Litigation | |
On or about January 5, 2010, the Company's subsidiary, Valeant International (Barbados) SRL (now Valeant International Bermuda) ("VIB"), received a Notice of Paragraph IV Certification dated January 4, 2010 from Watson Laboratories, Inc.-Florida (“Watson”), related to Watson’s Abbreviated New Drug Application (“ANDA”) filing for bupropion hydrobromide extended-release tablets, 174 mg and 348 mg, which correspond to the Company’s Aplenzin® Extended-release Tablets 174 mg and 348 mg products. Watson asserted that U.S. Patent Nos. 7,241,805, 7,569,610, 7,572,935 and 7,585,897 which are listed in the FDA’s Orange Book for Aplenzin® are invalid or not infringed. VIB subsequently received from Watson a second Notice of Paragraph IV Certification for U.S. Patent Nos. 7,645,802 and 7,649,019, which were listed in the FDA’s Orange Book after Watson’s initial certification. Watson alleged these patents are invalid or not infringed. VIB filed suit pursuant to the Hatch-Waxman Act against Watson on February 18, 2010, in the U.S. District Court for the District of Delaware and on February 19, 2010, in the U.S. District Court for the Southern District of Florida, thereby triggering a 30-month stay of the approval of Watson’s ANDA. The Delaware action dismissed without prejudice and the litigation proceeded in the Florida Court. VIB received a third Notice of Paragraph IV Certification from Watson dated March 5, 2010, seeking to market its products prior to the expiration of U.S. Patent Nos. 7,662,407 and 7,671,094. VIB received a fourth Notice of Paragraph IV Certification from Watson on April 9, 2010. VIB filed a second Complaint against Watson in Florida Court on the third and fourth Notices on April 16, 2010. The two actions were consolidated into the first-filed case before the same judge. In the course of discovery, the issues were narrowed and only five of the patents remained in the litigation. Mandatory mediation was completed unsuccessfully on December 17, 2010. The trial in this matter was held in June 2011 and closing arguments were heard in September 2011. A judgment in this matter was issued on November 8, 2011. The Court found that Watson had failed to prove that VIB’s patents at suit were invalid and granted judgment in favor of VIB. On February 23, 2012, the Court granted VIB’s request for declaratory injunctive relief under 35 U.S.C. 271(e)(4)(A). On July 9, 2012, the Court denied VIB’s request for further injunctive relief under 35 U.S.C. 271(e)(4)(B) and/or 35 U.S.C. 283. Watson appealed the judgment. Oral arguments on the appeal were held on October 10, 2013. On October 16, 2013, the United States Court of Appeals for the Federal Circuit affirmed the decision of the District Court that Watson failed to prove that VIB’s patents were invalid. | |
Cobalt TIAZAC® XC Litigation | |
On or about August 17, 2012, VIB and Valeant Canada received a Notice of Allegation from Cobalt Pharmaceuticals Company (“Cobalt”) with respect to diltiazem hydrochloride 180 mg, 240 mg, 300 mg and 360 mg tablets, marketed in Canada by Valeant Canada as TIAZAC® XC. The patents in issue are Canadian Patent Nos. 2,242,224, and 2,307,547. Cobalt alleged that its generic form of TIAZAC® XC does not infringe the patents and, alternatively, that the patents are invalid. Following an evaluation of the allegations in the Notice of Allegation, an application for an order prohibiting the Minister of Health from issuing a Notice of Compliance to Cobalt was issued in the Federal Court of Canada on September 28, 2012 (Case No. T-1805-12). A motion to declare Cobalt’s Notice of Allegation to be null and void due to a conflict of interest on the part of Cobalt’s legal counsel was heard by a judge of the Federal Court on December 17, 2012. A decision was issued on June 12, 2013 dismissing the motion in part. In particular, VIB and Valeant were successful on their motion to disqualify Cobalt’s counsel; however, a declaration that Cobalt’s Notice of Allegation is null and void was not granted. Both parties appealed the decision (Case No. A-221-13) and the appeal and cross-appeal were heard on November 13, 2013 and, in a decision rendered on February 24, 2014, the Court of Appeal dismissed both the appeal and the cross-appeal. Cobalt brought a motion to dismiss the application in respect of Canadian Patent No. 2,242,224, but the motion was dismissed. Cobalt has filed an appeal (Case No. A-434-13), but no hearing date has been set. Cobalt also brought a motion to dismiss the application in respect of Canadian Patent No. 2,307,547. That motion is expected to be heard in June 2014, with the main application. Otherwise, the application is proceeding in the ordinary course. Cross-examinations are ongoing. A hearing in this matter is expected to take place in June 2014. | |
Banner TARGRETIN® Litigation | |
On or about August 26, 2011, Eisai received a Notice of Paragraph IV Certification dated August 25, 2011 from Banner Pharmacaps Inc. (“Banner”), related to Banner’s ANDA filing with the FDA for bexarotene capsules, 75 mg, which correspond to the Targretin® capsules. In the notice, Banner asserted that U.S. Patent Nos. 5,780,676 C1 (the “'676 Patent”) and 5,962,731 (the “'731 Patent”), which are listed in the FDA’s Orange Book for Targretin®, are either invalid, unenforceable and/or will not be infringed by Banner’s manufacture, use, sale or offer to sell of Banner’s generic product for which the ANDA was submitted. At that time, Eisai held the U.S. rights to the Targretin® product, including the '676 patent and the '731 patent and the NDA for the Targretin® product. Eisai filed suit pursuant to the Hatch-Waxman Act against Banner on October 4, 2011, in the U.S. District Court for the District of Delaware (Case No. 1:11-cv-901(GMS)), thereby triggering a 30-month stay of the approval of Banner’s ANDA. In the suit, Eisai alleged infringement by Banner of one or more claims of the '676 Patent and the '731 Patent. On December 18, 2012, Mylan Pharmaceuticals Inc. (“Mylan”) was added as a defendant in the proceedings after Eisai was informed that Mylan had acquired certain rights in the ANDA. On February 20, 2013, the Company acquired from Eisai the U.S. rights to the Targretin® product, including the '676 patent and the '731 patent and the NDA for the Targretin® product, which were, in turn, transferred to the Company’s indirect wholly-owned subsidiary, Valeant Pharmaceuticals Luxembourg S.a.r.l. (“Valeant Luxembourg”). On April 24, 2013, the parties entered into a stipulation to add Valeant Luxembourg as a plaintiff in the proceedings. Fact discovery closed in June 2013. Document production with respect to Eisai was completed on April 11, 2013. Expert discovery, which began in July 2013, has been completed. On December 13, 2013, the parties executed a settlement agreement in this matter. Under the terms of the settlement agreement, the pending litigation was dismissed, and Mylan and Banner will receive a license to begin selling their generic version of the product on July 9, 2015, or earlier under certain circumstances. | |
AntiGrippin® Litigation | |
Two suits have been brought against the Company's subsidiary, Natur Produkt, seeking lost profits in connection with the registration by Natur Produkt of its AntiGrippin trademark. The plaintiffs in these matters allege that Natur Produkt violated Russian competition law by preventing plaintiffs from producing and marketing their products under certain brand names. The first matter (Case No. A-56-23056/2013, Arbitration Court of St. Petersburg) was accepted for proceedings on June 24, 2013 and a hearing was held on November 28, 2013. In a decision dated December 4, 2013, the court found in favor of the plaintiff (AnviLab) and awarded the plaintiff lost profits in the amount of approximately $50 million. The $50 million charge was recognized in the fourth quarter of 2013 in Other expense in the consolidated statements of (loss) income. Natur Produkt has appealed this decision. A hearing in the appeal proceeding is scheduled for March 16, 2014. | |
Natur Produkt was served with a claim in the second matter (Case No. A-56-38592/2013, Arbitration Court of St. Petersburg) on July 16, 2013 by the plaintiff in that matter (ZAO Tsentr Vnedreniya PROTEK ("Protek")). A hearing was held in this matter on September 29, 2013 and, on October 18, 2013, the court found in favor of Natur Produkt. Protek filed an appeal of the decision on November 26, 2013. A hearing in the appeal proceeding was held on January 30, 2014 and the appeal court also found in favour of Natur Produkt. Protek has the right to appeal that decision to the cassation court. | |
Natur Produkt intends to vigorously defend both of these matters. | |
Watson ACANYA® Litigation | |
On or about September 10, 2013, the Company’s subsidiary, Dow Pharmaceuticals Sciences, Inc. (“Dow”), received a Notice of Paragraph IV Certification dated September 9, 2013 from Watson Laboratories, Inc. (“Watson”), related to Watson’s ANDA filing with the FDA for Clindamycin Phosphate and Benzoyl Peroxide Gel, 1.2%/2.5%, for topical use, which corresponds to the Company’s Acanya® Gel product. In the notice, Watson asserted that U.S. Patent No. 8,288,434 (the “'434 Patent”), which is listed in the FDA’s Orange Book for Acanya® Gel, is either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Watson’s generic products for which the ANDA was submitted. Dow holds the NDA for Acanya® Gel and is owner of the ‘434 Patent. Dow and the Company’s subsidiary, Valeant Pharmaceuticals North America LLC (“VPNA”), filed suit pursuant to the Hatch-Waxman Act against Watson on October 24, 2013, in the U.S. District Court for the District of New Jersey (Case No. 2:33-av-00001), thereby triggering a 30-month stay of the approval of Watson’s ANDA. In the suit, Dow and VPNA allege infringement by Watson of one or more claims of the '434 Patent. This matter is proceeding in the ordinary course. | |
Perrigo ACANYA® Litigation | |
On October 3, 2013, Dow received a Notice of Paragraph IV Certification dated October 2, 2013 from Perrigo Israel Pharmaceuticals Ltd. (“Perrigo”), related to Perrigo’s ANDA filing with the FDA for Clindamycin Phosphate and Benzoyl Peroxide Gel, 1.2%/2.5%, which corresponds to the Company’s Acanya® Gel product. In the notice, Perrigo asserted that U.S. Patent No. 8,288,434 (the “'434 Patent”), which is listed in the FDA’s Orange Book for Acanya® Gel, is either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use, sale or importation of Perrigo’s generic product for which the ANDA was submitted. Dow holds the NDA for Acanya® Gel and is the owner of the ‘434 Patent. Dow and VPNA filed suit pursuant to the Hatch-Waxman Act against Perrigo on November 15, 2013, in the U.S. District Court for the District of New Jersey (Case No. 2:33-av-00001), thereby triggering a 30-month stay of the approval of Perrigo’s ANDA. In the suit, Dow and VPNA allege infringement by Perrigo of one or more claims of the '434 Patent. This matter is proceeding in the ordinary course. | |
Allergan Patent Infringement Proceeding - Restylane-L® and Perlane-L® | |
On September 13, 2013, Allergan USA, Inc. and Allergan Industrie, SAS (collectively, “Allergan”) filed a Complaint for Patent Infringement in the United States District Court for the Central District of California (Case No. SACV13-1436 AG (JPRX)) against the Company and certain of its affiliates, including Medicis. The complaint alleges that the Company and its affiliates named in the complaint have infringed Allergan’s US Patent No. 8,450,475 (the “‘475 Patent”) by selling, offering to sell and importing in and into the United States the Company’s Restylane-L® and Perlane-L® dermal filler products. Allergan is seeking a permanent injunction and unspecified damages. The Company filed an Answer in this matter on November 18, 2013. The matter is proceeding in the ordinary course. The Company and the licensor of the ‘475 patent are vigorously defending this matter. | |
PROLENSA® Litigation | |
On or about December 20, 2013, the Company and B&L received a Notice of Paragraph IV Certification dated December 19, 2013 from Lupin, Ltd. (“Lupin”), related to Lupin’s ANDA filing with the FDA for bromfenac ophthalmic solution 0.07%, which corresponds to the Company’s Prolensa® product. In the notice, Lupin asserted that U.S. Patent No. 8,129,431 (the “'431 Patent”), which is listed in the FDA’s Orange Book for Prolensa®, is either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Lupin’s generic product for which the ANDA was submitted. B&L holds the NDA for Prolensa® and Bausch & Lomb Pharma Holdings is the exclusive licensee of Senju Pharmaceutical Co., Ltd. (“Senju”) of the ‘431 Patent. B&L, Bausch & Lomb Phama Holdings and Senju (collectively, the “Plaintiffs”) filed suit pursuant to the Hatch-Waxman Act against Lupin on January 31, 2014, in the U.S. District Court for the District of New Jersey (Case No. 2:33-av-00001), thereby triggering a 30-month stay of the approval of Lupin’s ANDA. In the suit, the Plaintiffs allege infringement by Lupin of one or more claims of the ‘431 Patent. This matter is proceeding in the ordinary course. | |
General Civil Actions | |
AWP Complaints | |
Complaints have been filed by the City of New York, the State of Alabama, the State of Mississippi, the State of Louisiana and a number of counties within the State of New York, claiming that BPI, and numerous other pharmaceutical companies, made fraudulent misstatements concerning the “average wholesale price” (“AWP”) of their prescription drugs, resulting in alleged overpayments by the plaintiffs for pharmaceutical products sold by the companies. | |
The City of New York and plaintiffs for all the counties in New York (other than Erie, Oswego and Schenectady) voluntarily dismissed BPI and certain others of the named defendants on a without prejudice basis. Similarly, the State of Mississippi voluntarily dismissed its claim against BPI and a number of defendants on a without prejudice basis. | |
In the case brought by the State of Alabama, the Company answered the State’s Amended Complaint. On October 16, 2009, the Supreme Court of Alabama issued an opinion reversing judgments in favor of the State in the first three cases that were tried against co-defendant companies. The Alabama Supreme Court also rendered judgment in favor of those defendants, finding that the State’s fraud-based theories failed as a matter of law. The court ordered all parties to this proceeding to attend mediation in December 2011. In February 2012, the matter settled for an all-inclusive payment in the amount of less than $0.1 million. | |
A Third Amending Petition for Damages and Jury Demand was filed on November 10, 2010 in Louisiana State Court by the State of Louisiana claiming that a former subsidiary of the Company, and numerous other pharmaceutical companies, knowingly inflated the AWP and “wholesale acquisition cost” of their prescription drugs, resulting in alleged overpayments by the State for pharmaceutical products sold by the companies. The State has subsequently filed additional amendments to its Petition, none of which materially affect the claims against the Company. In August 2013, the parties agreed to settle this matter for an all-inclusive payment in the amount of less than $0.3 million. | |
Afexa Class Action | |
On March 9, 2012, a Notice of Civil Claim was filed in the Supreme Court of British Columbia which seeks an order certifying a proposed class proceeding against the Company and a predecessor, Afexa (Case No. NEW-S-S-140954). The proposed claim asserts that Afexa and the Company made false representations respecting Cold-FX® to residents of British Columbia who purchased the product during the applicable period and that the proposed class has suffered damages as a result. The Company filed its certification materials on February 6, 2013 and a hearing on certification was held on September 3 to 6, 2013. An additional hearing day was scheduled for January 16, 2014. On November 8, 2013, the Plaintiff served an amended notice of civil claim which seeks to re-characterize the representation claims and broaden them from what was originally claimed. As a result, the hearing date scheduled for January 16, 2014 was cancelled and the parties are making submissions to address the impact of the amendments. Following the court’s determination, a revised certification hearing schedule will be set. The Company denies the allegations being made and is vigorously defending this matter. | |
Anacor Breach of Contract Proceeding | |
On or about October 29, 2012, the Company received notice from Anacor Pharmaceuticals, Inc. (“Anacor”) seeking to commence arbitration of a breach of contract dispute under a master services agreement dated March 26, 2004 between Anacor and Dow Pharmaceuticals (“Dow”) related to certain development services provided by Dow in connection with Anacor’s efforts to develop its onychomycosis nail-penetrating anti-fungal product. Anacor has asserted claims for breach of contract, breach of fiduciary duty, intentional interference with prospective business advantage and unfair competition. Anacor is seeking injunctive relief (for a certain period ending after the approval of the Company's pending new drug application for efinaconazole, its topical product candidate for the treatment of onychomycosis) and damages of at least $215.0 million. Following a hearing in July 2013 on a motion brought by the Company, the Arbitrator dismissed Anacor's claim for breach of fiduciary duty. Prior to the hearing on that motion, Anacor voluntarily agreed to dismiss its claims for conversion and interference with prospective business advantage. | |
A motion for a preliminary injunction was filed and a hearing for such motion had been set to begin on May 6, 2013. However, as announced on May 2, 2013, the Company agreed that the launch of efinaconazole, would not occur until after the September 2013 arbitration hearing and, as a result, the preliminary injunction hearing was canceled. | |
A hearing in the arbitration was held in September 2013. On October 17, 2013, the arbitrator issued an interim final award providing for the Company to make a one-time payment of $100.0 million in damages plus costs and fees to Anacor. Subsequently, on October 27, 2013, the Company and Anacor entered into a settlement agreement to resolve all outstanding disputes between them, including this arbitration with Dow and the arbitration and litigation with Medicis disclosed below. As part of the settlement agreement, Anacor and the Company agreed that the Company would pay Anacor a one-time payment of $142.5 million to settle all existing and future claims related to Anacor's intellectual property, confidential information and contractual rights. The $142.5 million charge was recognized in the third quarter of 2013 in Other expense in the consolidated statements of (loss)/income. The Company made such payment to Anacor in the fourth quarter of 2013 and, as a result, the arbitration has been withdrawn and the interim final award ordered by the arbitrator has been vacated. Nothing in the settlement agreement prevents the launch of efinaconazole (Jublia®). | |
Legacy Medicis Litigation | |
Anacor Arbitration and Litigation | |
On November 28, 2012, Anacor filed a claim for arbitration, alleging that Medicis had breached the research and development agreement between the parties relating to the discovery and development of boron-based small molecule compounds directed against a target for the potential treatment of acne (the “Agreement”). Under the terms of the Agreement, Anacor is responsible for discovering and conducting the early development of product candidates which utilize Anacor’s proprietary boron chemistry platform, and Medicis will have an option to obtain an exclusive license for products covered by the Agreement. Anacor alleges in its claim that it is entitled to a milestone payment from Medicis due to its identification and development of a suitable compound to be advanced in the research collaboration. Medicis believed Anacor failed to meet the milestone requirements and, on May 18, 2012, provided notice to Anacor that Anacor has breached the Agreement. On December 11, 2012, Medicis filed a suit against Anacor in the Delaware Chancery Court (Case No. 8095-VCP) seeking declaratory and equitable relief, including specific performance under the Agreement, as well as a motion for preliminary injunction of the arbitration proceedings. Anacor filed a motion to dismiss this matter and a hearing was held on the motion on April 24, 2013. The Chancery Court rejected Anacor’s motion on August 12, 2013. As indicated above (under “- General Civil Actions - Anacor Breach of Contract Proceeding”), on October 27, 2013, the Company and Anacor entered into a settlement agreement to resolve all outstanding disputes between them, including these proceedings with Medicis. As further described above, as part of the settlement agreement, Anacor and the Company agreed to settle all existing and future claims related to Anacor's intellectual property, confidential information and contractual rights in exchange for a one-time payment by the Company to Anacor. The Company made such payment to Anacor and, as a result, the arbitration and litigation between Medicis and Anacor has been withdrawn. | |
Alkem Laboratories Limited Paragraph IV Patent Certification for Generic Versions of SOLODYN® | |
On October 29, 2012, Medicis received a Notice of Paragraph IV Patent Certification from Alkem Laboratories Limited (“Alkem”) advising that Alkem had filed an ANDA with the FDA for generic versions of SOLODYN® (minocycline HCl, USP) Extended Release Tablets in 45mg, 65mg, 90mg, 115mg and 135mg strengths. Alkem’s Paragraph IV Patent Certification alleges that Medicis’ U.S. Patent Nos. 5,908,838, 7,541,347, 7,544,373, 7,790,705, 7,919,483, 8,252,776 and 8,268,804 are invalid, unenforceable and/or will not be infringed by Alkem’s manufacture, use or sale of the products for which the ANDA was submitted. On December 5, 2012, Medicis filed suit against Alkem in the United States District Court for the District of Delaware (Case No. 12-1663(LPS)). On December 7, 2012, Medicis filed suit against Alkem in the United States District Court for the District of New Jersey. The suits seek an adjudication that Alkem has infringed one or more claims of Medicis’ U.S. Patent Nos. 5,908,838, 7,790,705 and 8,268,804 (the “Patents”) by submitting to the FDA an ANDA for generic versions of SOLODYN® (minocycline HCl, USP) Extended Release Tablets in 45mg, 65mg, 90mg, 115mg and 135mg strengths. The relief requested includes requests for a permanent injunction preventing Alkem from infringing the asserted claims of the Patents by engaging in the manufacture, use, offer to sell, sale, importation or distribution of generic versions of SOLODYN before the expiration of the Patents. On November 7, 2013, Medicis and Alkem entered into a settlement agreement in this matter. Under the terms of the settlement agreement, Alkem received a royalty-bearing license under the Patents from Medicis on entry dates terms that are consistent with those previously provided to generics. | |
Civil Investigative Demand from the U.S. Federal Trade Commission | |
On May 2, 2012, Medicis received a civil investigative demand from the FTC requiring that Medicis provide to the FTC information and documents relating to various settlement and other agreements with makers of generic SOLODYN® products following patent infringement claims and litigation, each of which was previously filed with the FTC and the Antitrust Division of the Department of Justice, and other efforts principally relating to SOLODYN®. On June 7, 2013, Medicis received an additional civil investigative demand relating to such settlements, agreements and efforts. Medicis is cooperating with this investigative process. If, at the conclusion of this process, the FTC believes that any of the agreements or efforts violates antitrust laws, it could challenge Medicis through a civil administrative or judicial proceeding. If the FTC ultimately challenges the agreements, we would expect to vigorously defend in any such action. | |
Employment Matter | |
In September, 2011, Medicis received a demand letter from counsel purporting to represent a class of female sales employees alleging gender discrimination in, among others things, compensation and promotion as well as claims that the former management group maintained a work environment that was hostile and offensive to female sales employees. Related charges of discrimination were filed prior to the end of 2011 by six former female sales employees with the Equal Employment Opportunity Commission (the “EEOC”). Three of those charges have been dismissed by the EEOC and the EEOC has made no findings of discrimination. Medicis engaged in mediation with such former employees. On March 19, 2013, Medicis and counsel for the former employees signed an MOU to settle this matter on a class-wide basis and resolve all claims with respect thereto. In connection with the agreed-upon settlement, Medicis would pay a specified sum and would pay the costs of the claims administration up to an agreed-upon fixed amount. Medicis would also implement certain specified programmatic relief. The parties have signed a definitive settlement agreement in this matter. On September 5, 2013, a putative class action was filed in U.S. District Court for the District of Columbia in the matter of Brown et al. v. Medicis Pharmaceutical Corporation (No. 1:13-cv-01345-RJL) based on the allegations described above. Simultaneously with the filing of the Complaint, the parties filed a motion for preliminary approval of the class action settlement. Among other things, the settlement agreement, if approved, will resolve all of the remaining related EEOC charges. No hearing on the motion for preliminary approval of the class action settlement has been set. | |
Legacy B&L Litigation | |
MoistureLoc™ Product Liability Lawsuits | |
Currently, B&L has been served or is aware that it has been named as a defendant in approximately 324 currently active product liability lawsuits (some with multiple plaintiffs) pending in a New York State Consolidated Proceeding described below as well as certain other U.S. state courts on behalf of individuals who claim they suffered personal injury as a result of using a contact lens solution with MoistureLoc™. Two consolidated cases were established to handle MoistureLoc™ claims. First, on August 14, 2006, the Federal Judicial Panel on Multidistrict Litigation created a coordinated proceeding in the Federal District Court for the District of South Carolina. Second, on January 2, 2007, the New York State Litigation Coordinating Panel ordered the consolidation of cases filed in New York State, and assigned the coordination responsibilities to the Supreme Court of the State of New York, New York County. There are approximately 320 currently active non-fusarium cases pending in the New York Consolidated Proceeding. On July 15, 2009, the New York State Supreme Court overseeing the New York Consolidated Proceeding granted B&L’s motion to exclude plaintiffs’ general causation testimony with regard to non-fusarium infections, which effectively excluded plaintiffs from testifying that MoistureLoc™ caused non-fusarium infections. On September 15, 2011, the New York State Appellate Division, First Department, affirmed the Trial Court’s ruling. On February 7, 2012, the New York Court of Appeals denied plaintiffs’ additional appeal. Plaintiffs subsequently filed a motion to renew the trial court’s ruling, and B&L cross-filed a motion for summary judgment to dismiss all remaining claims. On May 31, 2013, the Trial Court denied Plaintiffs’ motion to renew, and granted B&L’s motion for summary judgment, dismissing all remaining non-fusarium claims. On June 28, 2013, Plaintiffs filed a Notice of Appeal to the Trial Court’s ruling. A scheduling order for briefs and oral argument has not been issued by the court yet. | |
All matters under jurisdiction of the coordinated proceedings in the Federal District Court for the District of South Carolina have been dismissed, including individual actions for personal injury and a class action purporting to represent a class of consumers who suffered economic claims as a result of purchasing a contact lens solution with MoistureLoc™. | |
Currently B&L has settled approximately 629 cases in connection with MoistureLoc™ product liability suits. All but one U.S. based fusarium claims have now been resolved and there are less than five active fusarium claims involving claimants outside of the United States that remain pending. The parties in these active matters are involved in settlement discussions. | |
Subpoenas from the New York Office of Inspector General for the U.S. Department of Health and Human Services | |
On June 29, 2011, B&L received a subpoena from the New York Office of Inspector General for the U.S. Department of Health and Human Services regarding payments and communications between B&L and medical professionals related to its pharmaceutical products Lotemax® and Besivance®. The government has indicated that the subpoena was issued in connection with a civil investigation, and B&L is cooperating fully with the government’s investigation. B&L has heard of no additional activity at this time, and whether the government’s investigation is ongoing or will result in further requests for information is unknown. B&L and the Company will continue to work with the Office of Inspector General regarding the scope of the subpoena and any additional specific information that may be requested. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | ||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||||||||
Lease Commitments | |||||||||||||||||||||||||||||
The Company leases certain facilities, vehicles and equipment principally under operating leases. Rental expense related to operating lease agreements amounted to $51.9 million, $22.9 million and $18.1 million in 2013, 2012 and 2011, respectively. The increase in rental expense for the year ended December 31, 2013 was driven primarily by new acquisitions during the year, including the B&L Acquisition. | |||||||||||||||||||||||||||||
Minimum future rental payments under non-cancelable operating leases for each of the five succeeding years ending December 31 and thereafter are as follows: | |||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||||||
Lease obligations | $ | 269,336 | $ | 66,123 | $ | 48,534 | $ | 38,082 | $ | 28,122 | $ | 22,792 | $ | 65,683 | |||||||||||||||
Other Commitments | |||||||||||||||||||||||||||||
The Company has commitments related to capital expenditures of approximately $53.0 million as of December 31, 2013, primarily related to new manufacturing lines to support the growth of the contact lens business. | |||||||||||||||||||||||||||||
Under certain research and development agreements, the Company may be required to make payments contingent upon the achievement of specific developmental, regulatory, or commercial milestones. The Company may make contingent consideration payments of up to $200 million related to Valeant’s acquisition of Aton. However, these potential payments are based on further progression of the A007 (Lacrisert®) development program which was terminated during 2013. The Company could also pay contingent consideration related to business combinations of up to $74.0 million, $60.0 million, $59.9 million and $40.0 million related to acquisitions of OraPharma, Eisai, iNova and University Medical, respectively. Each of these arrangements is further described in note 3. In addition, as of December 31, 2013, the Company may pay potential milestone payments of up to $1,159.6 million, in the aggregate, to third-parties, primarily due to certain development, collaboration and license agreements as further described in note 5 titled “COLLABORATION AGREEMENTS”. | |||||||||||||||||||||||||||||
Indemnification Provisions | |||||||||||||||||||||||||||||
In the normal course of business, the Company enters into agreements that include indemnification provisions for product liability and other matters. These provisions are generally subject to maximum amounts, specified claim periods, and other conditions and limits. As of December 31, 2013 or 2012, no material amounts were accrued for the Company’s obligations under these indemnification provisions. In addition, the Company is obligated to indemnify its officers and directors in respect of any legal claims or actions initiated against them in their capacity as officers and directors of the Company in accordance with applicable law. Pursuant to such indemnities, the Company is indemnifying certain former officers and directors in respect of certain litigation and regulatory matters. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
SEGMENT INFORMATION | ' | ||||||||||||||||||||||||
SEGMENT INFORMATION | |||||||||||||||||||||||||
Reportable Segments | |||||||||||||||||||||||||
As a result of the Company’s acquisition strategy and continued growth, impacted by the December 2012 Medicis Acquisition, the Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), began to manage the business differently in 2013, which necessitated a realignment of the segment structure, effective in the first quarter of 2013. Pursuant to this change, the Company now has two operating and reportable segments: (i) Developed Markets, and (ii) Emerging Markets. Accordingly, the Company has restated prior period segment information to conform to the current period presentation. The following is a brief description of the Company’s segments: | |||||||||||||||||||||||||
• | Developed Markets consists of (i) sales in the U.S. of pharmaceutical products, OTC products, and medical device products, as well as alliance and contract service revenues, in the areas of eye health, dermatology and podiatry, aesthetics, and dentistry, (ii) sales in the U.S. of pharmaceutical products indicated for the treatment of neurological and other diseases, as well as alliance revenue from the licensing of various products we developed or acquired, and (iii) pharmaceutical products, OTC products, and medical device products sold in Canada, Australia, New Zealand, Western Europe and Japan. | ||||||||||||||||||||||||
• | Emerging Markets consists of branded generic pharmaceutical products and branded pharmaceuticals, OTC products, and medical device products. Products are sold primarily in Central and Eastern Europe (primarily Poland and Russia), Asia, Latin America (Mexico, Brazil, and Argentina and exports out of Mexico to other Latin American markets), Africa and the Middle East. | ||||||||||||||||||||||||
Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as restructuring and acquisition-related costs and other expense and in-process research and development impairments and other charges, are not included in the measure of segment profit, as management excludes these items in assessing financial performance. | |||||||||||||||||||||||||
Corporate includes the finance, treasury, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, expenses, gains and losses related to the overall management of the Company, which are not allocated to the other business segments. In addition, share-based compensation is considered a corporate cost, since the amount of such expense depends on Company-wide performance rather than the operating performance of any single segment. | |||||||||||||||||||||||||
Segment Revenues and Profit | |||||||||||||||||||||||||
Segment revenues and profit for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Developed Markets(1) | $ | 4,293,216 | $ | 2,502,264 | $ | 1,762,535 | |||||||||||||||||||
Emerging Markets(2) | 1,476,389 | 978,112 | 664,915 | ||||||||||||||||||||||
Total revenues | 5,769,605 | 3,480,376 | 2,427,450 | ||||||||||||||||||||||
Segment profit: | |||||||||||||||||||||||||
Developed Markets(3) | 573,232 | 815,902 | 740,316 | ||||||||||||||||||||||
Emerging Markets(4) | 92,995 | 68,958 | (24,929 | ) | |||||||||||||||||||||
Total segment profit | 666,227 | 884,860 | 715,387 | ||||||||||||||||||||||
Corporate(5) | (165,666 | ) | (138,200 | ) | (180,008 | ) | |||||||||||||||||||
Restructuring, integration and other costs | (514,825 | ) | (344,387 | ) | (97,667 | ) | |||||||||||||||||||
In-process research and development impairments and other charges | (153,639 | ) | (189,901 | ) | (109,200 | ) | |||||||||||||||||||
Acquisition-related costs | (36,416 | ) | (78,604 | ) | (32,964 | ) | |||||||||||||||||||
Acquisition-related contingent consideration | 29,259 | 5,266 | 10,986 | ||||||||||||||||||||||
Other expense | (234,442 | ) | (59,349 | ) | (6,575 | ) | |||||||||||||||||||
Operating (loss) income | (409,502 | ) | 79,685 | 299,959 | |||||||||||||||||||||
Interest income | 8,023 | 5,986 | 4,084 | ||||||||||||||||||||||
Interest expense | (844,316 | ) | (481,596 | ) | (334,526 | ) | |||||||||||||||||||
Loss on extinguishment of debt | (65,014 | ) | (20,080 | ) | (36,844 | ) | |||||||||||||||||||
Foreign exchange and other | (9,465 | ) | 19,721 | 26,551 | |||||||||||||||||||||
Gain on investments, net | 5,822 | 2,056 | 22,776 | ||||||||||||||||||||||
Loss before recovery of income taxes | $ | (1,314,452 | ) | $ | (394,228 | ) | $ | (18,000 | ) | ||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | Developed Markets segment revenues reflect incremental product sales revenue of $2,051.0 million in 2013, in the aggregate, from all 2012 acquisitions and all 2013 acquisitions, primarily from the B&L, Medicis, Obagi, OraPharma, J&J North America and QLT acquisitions. Developed Markets segment revenues reflect incremental product sales revenue $679.0 million in 2012, in the aggregate, from all 2011 acquisitions and all 2012 acquisitions, primarily from Dermik, Ortho Dermatologics, iNova, OraPharma and Medicis acquisitions. | ||||||||||||||||||||||||
-2 | Emerging Markets segment revenues reflect incremental product sales revenue of $415.6 million in 2013, in the aggregate, from all 2012 acquisitions and all 2013 acquisitions, primarily from the B&L, Natur Produkt, Gerot Lannach and Atlantis acquisitions. Emerging Markets segment revenues reflect incremental product sales revenue of $310.9 million in 2012, in the aggregate, from all 2011 acquisitions and all 2012 acquisitions, primarily from Sanitas, iNova, Probiotica, PharmaSwiss,and Gerot Lannach acquisitions. | ||||||||||||||||||||||||
-3 | Developed Markets segment profit in 2013 reflects (i) the addition of operations from all 2012 acquisitions and all 2013 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $1,080.4 million in 2013, in the aggregate, primarily from B&L, legacy Valeant and Medicis operations and (ii) an impairment charge of $551.6 million related to ezogabine/retigabine in the third quarter of 2013 (see note 7 titled “FAIR VALUE MEASUREMENTS”). Developed Markets segment profit in 2012 reflects the addition of operations from all 2011 acquisitions and all 2012 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $506.4 million in 2012, in the aggregate, primarily from legacy Valeant, Dermik, Ortho Dermatologics, iNova, Medicis and OraPharma operations. Developed Markets segment profit in 2011 reflects the addition of operations from all 2010 acquisitions and all 2011 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $144.8 million in 2011, in the aggregate, primarily from legacy Valeant, Dermik, iNova and Ortho Dermatologics operations. | ||||||||||||||||||||||||
-4 | Emerging Markets segment profit in 2013 reflects the addition of operations from all 2012 acquisitions and all 2013 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $320.5 million in 2013, in the aggregate, primarily from B&L, legacy Valeant and Medicis operations. Emerging Markets segment profit in 2012 reflects the addition of operations from all 2011 acquisitions and all 2012 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $180.5 million in 2012, in the aggregate, primarily from legacy Valeant, PharmaSwiss, Sanitas, iNova and Gerot Lannach operations. Emerging Markets segment profit in 2011 reflects the addition of operations from all 2010 acquisitions and all 2011 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $136.8 million in 2011, in the aggregate, primarily from legacy Valeant, PharmaSwiss and Sanitas operations. | ||||||||||||||||||||||||
-5 | Corporate reflects non-restructuring-related share-based compensation expense of $45.5 million, $66.2 million and $93.0 million in 2013, 2012 and 2011, respectively. The non-restructuring-related share-based compensation expense includes the effect of the fair value increment on Valeant stock options and RSUs converted into the Company awards of $58.6 million in 2011. | ||||||||||||||||||||||||
Segment Assets | |||||||||||||||||||||||||
Total assets by segment as of December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Assets(1): | |||||||||||||||||||||||||
Developed Markets(2) | $ | 20,473,356 | $ | 12,893,726 | $ | 9,171,332 | |||||||||||||||||||
Emerging Markets(3) | 6,441,678 | 4,022,039 | 3,270,476 | ||||||||||||||||||||||
26,915,034 | 16,915,765 | 12,441,808 | |||||||||||||||||||||||
Corporate | 1,055,763 | 1,034,614 | 666,311 | ||||||||||||||||||||||
Total assets | $ | 27,970,797 | $ | 17,950,379 | $ | 13,108,119 | |||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | The segment assets as of December 31, 2012 and 2011 contain reclassifications between segments to conform to the current year management structure. | ||||||||||||||||||||||||
-2 | Developed Markets segment assets as of December 31, 2013 reflect (i) the provisional amounts of identifiable intangible assets and goodwill of B&L of $3,977.9 million and $3,226.7 million, respectively, (ii) the amounts of identifiable intangible assets and goodwill of Obagi of $335.5 million and $158.5 million, respectively, and (iii) the amounts of identifiable intangible assets acquired from Eisai of $112.0 million. Developed Markets segment assets as of December 31, 2013 reflect the amounts of identifiable intangible assets and goodwill acquired from Medicis, OraPharma, QLT, J&J North America, and University Medical of $2,227.0 million and $1,481.0 million, in the aggregate, respectively. | ||||||||||||||||||||||||
-3 | Emerging Markets segment assets as of December 31, 2013 reflect (i) the provisional amounts of identifiable intangible assets and goodwill of B&L of $782.7 million and $1,135.7 million, respectively, (ii) the amounts of identifiable intangible assets and goodwill of Natur Produkt of $104.8 million and $40.9 million, respectively, and (iii) the amount of Obagi’s goodwill of $21.6 million. Emerging Markets segment assets as of December 31, 2012 reflect the provisional amounts of identifiable intangible assets and goodwill of Probiotica, J&J ROW, Atlantis and Gerot Lannach of $303.6 million and $47.5 million, in the aggregate, respectively. | ||||||||||||||||||||||||
Capital Expenditures, and Depreciation and Amortization, including Impairments of Finite-Lived Intangible Assets | |||||||||||||||||||||||||
Capital expenditures, and depreciation and amortization, including impairments of finite-lived intangible assets by segment for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Capital expenditures: | |||||||||||||||||||||||||
Developed Markets | $ | 54,126 | $ | 12,270 | $ | 3,700 | |||||||||||||||||||
Emerging Markets | 51,922 | 61,607 | 33,989 | ||||||||||||||||||||||
106,048 | 73,877 | 37,689 | |||||||||||||||||||||||
Corporate | 9,271 | 33,761 | 20,826 | ||||||||||||||||||||||
Total capital expenditures | $ | 115,319 | $ | 107,638 | $ | 58,515 | |||||||||||||||||||
Depreciation and amortization, including impairments of finite-lived intangible assets(1): | |||||||||||||||||||||||||
Developed Markets | $ | 1,687,705 | $ | 755,108 | $ | 447,420 | |||||||||||||||||||
Emerging Markets | 313,659 | 224,544 | 159,039 | ||||||||||||||||||||||
2,001,364 | 979,652 | 606,459 | |||||||||||||||||||||||
Corporate | 14,442 | 6,570 | 6,144 | ||||||||||||||||||||||
Total depreciation and amortization, including impairments of finite-lived intangible assets | $ | 2,015,806 | $ | 986,222 | $ | 612,603 | |||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
The increase in capital expenditures in Emerging Markets segment in 2012 was driven primarily by the construction of two manufacturing facilities in Serbia and Mexico. | |||||||||||||||||||||||||
-1 | Depreciation and amortization, including impairments of finite-lived intangible assets in 2013 reflects the impact of acquisition accounting adjustments related to the fair value adjustment to identifiable intangible assets as follows: Developed Markets — $773.0 million; and Emerging Markets — $255.4 million. In addition, depreciation and amortization, including impairments of finite-lived intangible assets in 2013 also reflects (i) an impairment charge of $551.6 million related to ezogabine/retigabine (immediate-release formulation) which is co-developed and marketed under a collaboration agreement with GSK, (ii) impairment charges of $31.5 million related to the write-down of the carrying values of intangible assets related to certain suncare and skincare brands sold primarily in Australia, and (iii) a write-off of $22.2 million related to Opana®, a pain relief medication approved in Canada. | ||||||||||||||||||||||||
Depreciation and amortization, including impairments of finite-lived intangible assets in 2012 reflects the impact of acquisition accounting adjustments related to the fair value adjustment to identifiable intangible assets as follows: Developed Markets — $430.5 million; and Emerging Markets — $177.5 million. In addition, depreciation and amortization, including impairments of finite-lived intangible assets in 2012 also reflects (i) impairment charges of $31.3 million related to the write-down of the carrying values of intangible assets related to certain suncare and skincare brands sold primarily in Australia, which were classified as assets held for sale as of December 31, 2012, (ii) an $18.7 million impairment charge related to the write-down of the carrying value of the Dermaglow® intangible asset, which was classified as an asset held for sale as of December 31, 2012, and (iii) impairment charges of $13.3 million related to the discontinuation of certain products in the Brazilian and Polish markets. | |||||||||||||||||||||||||
Depreciation and amortization, including impairments of finite-lived intangible assets in 2011 reflects the impact of acquisition accounting adjustments related to the fair value adjustment to identifiable intangible assets as follows: Developed Markets — $116.3 million; and Emerging Markets — $106.0 million. In addition, depreciation and amortization, including impairments of finite-lived intangible assets in 2011 also reflects impairment charges of $7.9 million and $19.8 million related to the write-down of the carrying values of the IDP-111 and 5-FU intangible assets, respectively. | |||||||||||||||||||||||||
For further information regarding asset impairment charges, see note 12 titled “INTANGIBLE ASSETS AND GOODWILL”. | |||||||||||||||||||||||||
Revenues by Product Category | |||||||||||||||||||||||||
Revenues by product category for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Pharmaceuticals | $ | 2,640,364 | $ | 1,978,960 | $ | 1,471,810 | |||||||||||||||||||
Devices | 842,244 | 77,037 | 995 | ||||||||||||||||||||||
OTC | 704,706 | 209,280 | 140,144 | ||||||||||||||||||||||
Branded and Other Generics | 1,453,019 | 1,023,315 | 642,101 | ||||||||||||||||||||||
Alliance and Royalty, Service and Other | 129,272 | 191,784 | 172,400 | ||||||||||||||||||||||
$ | 5,769,605 | $ | 3,480,376 | $ | 2,427,450 | ||||||||||||||||||||
Geographic Information | |||||||||||||||||||||||||
Revenues and long-lived assets by geographic region for the years ended and as of December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
Revenues(1) | Long-Lived Assets(2) | ||||||||||||||||||||||||
2013 | 2012 | 2011 | 2013 | 2012 | 2011 | ||||||||||||||||||||
U.S. and Puerto Rico | $ | 3,194,531 | $ | 1,885,842 | $ | 1,361,636 | $ | 592,045 | $ | 60,432 | $ | 22,619 | |||||||||||||
Canada | 387,389 | 349,137 | 256,820 | 87,722 | 109,728 | 129,510 | |||||||||||||||||||
Poland | 268,788 | 199,278 | 179,501 | 110,035 | 110,890 | 106,743 | |||||||||||||||||||
Russia | 202,840 | 71,181 | 8,720 | 7,048 | 228 | — | |||||||||||||||||||
Mexico | 200,890 | 167,445 | 151,948 | 82,491 | 73,894 | 53,500 | |||||||||||||||||||
Australia | 178,204 | 184,073 | 79,204 | 3,391 | 4,402 | 16,636 | |||||||||||||||||||
Brazil | 155,577 | 135,114 | 87,190 | 41,371 | 45,959 | 49,231 | |||||||||||||||||||
Germany | 130,938 | 1,931 | 22,396 | 83,805 | — | — | |||||||||||||||||||
Japan | 104,902 | 12,164 | — | 1,336 | — | — | |||||||||||||||||||
Serbia | 91,930 | 90,768 | 81,867 | 39,981 | 32,057 | 10,039 | |||||||||||||||||||
China | 90,988 | 552 | — | 44,334 | — | — | |||||||||||||||||||
France | 86,916 | 2,532 | — | 40,472 | — | — | |||||||||||||||||||
Other (3) | 675,712 | 380,359 | 198,168 | 100,205 | 25,134 | 25,964 | |||||||||||||||||||
$ | 5,769,605 | $ | 3,480,376 | $ | 2,427,450 | $ | 1,234,236 | $ | 462,724 | $ | 414,242 | ||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | Revenues are attributed to countries based on the location of the customer. | ||||||||||||||||||||||||
-2 | Long-lived assets consist of property, plant and equipment, net of accumulated depreciation, which is attributed to countries based on the physical location of the assets. | ||||||||||||||||||||||||
-3 | Other consists primarily of countries in Europe, the Middle East, Africa, and Asia. | ||||||||||||||||||||||||
Major Customers | |||||||||||||||||||||||||
External customers that accounted for 10% or more of the Company’s total revenues for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
McKesson Corporation | 19% | 20% | 23% | ||||||||||||||||||||||
Cardinal Health, Inc. | 13% | 20% | 21% | ||||||||||||||||||||||
AmerisourceBergen Corporation | 7% | 8% | 10% |
SUBSEQUENT_EVENTS_AND_PENDING_
SUBSEQUENT EVENTS AND PENDING TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS AND PENDING TRANSACTIONS | ' |
SUBSEQUENT EVENTS AND PENDING TRANSACTIONS | |
Subsequent Events | |
Series E Tranche B Term Loan Facility Repricing and Additional Series A-3 Tranche A Term Loan Borrowings | |
On February 6, 2014, the Company and certain of its subsidiaries as guarantors entered into a joinder agreement to reprice and refinance the Series E Tranche B Term Loan Facility by the issuance of $2.95 billion in new incremental term loans (the “Series E-1 Tranche B Term Loan Facility”). Term loans under the Series E Tranche B Term Loan Facility were either exchanged for, or repaid with the proceeds of, the Series E-1 Tranche B Term Loan Facility and proceeds of the additional Series A-3 Tranche A Term Loan Facility issuance described below. The applicable margins for borrowings under the Series E-1 Tranche B Term Loan Facility are 2.0% with respect to base rate borrowings and 3.0% with respect to LIBO rate borrowings, subject to a 1.75% base rate floor and a 0.75% LIBO rate floor. The Series E-1 Tranche B Term Loan Facility has terms consistent with the Series E Tranche B Term Loan Facility. Any prepayment of the Series E-1 Tranche B Term Loan Facility in connection with certain repricings or refinancings on or prior to August 6, 2014 will require a prepayment premium of 1.0% of such loans prepaid. | |
Concurrently, on February 6, 2014, the Company and certain of its subsidiaries as guarantors entered into a joinder agreement for the issuance of $225.6 million in incremental term loans under the Series A-3 Tranche A Term Loan Facility. Proceeds from this transaction were used to repay part of the term loans outstanding under the Series E Tranche B Term Loan Facility. | |
In addition, on February 6, 2014, in connection with Amendment No.8 an additional $1.5 million of the Series A-1 Tranche A Term Loan Facility was exchanged and/or converted into the Series A-3 Tranche A Term Loan Facility. | |
Solta Medical, Inc. | |
On January 23, 2014, the Company acquired all of the outstanding common stock of Solta Medical, Inc. (“Solta Medical”) for $2.92 per share in cash, or approximately $250 million, in the aggregate. All outstanding shares of common stock of Solta Medical, other than (i) shares owned, directly or indirectly, by the Company or Valeant or any direct or indirect wholly-owned subsidiary of the Company or Valeant immediately prior to the effective time of the merger or held by Solta Medical (other than on behalf of third parties) or any direct or indirect wholly-owned subsidiary of Solta Medical immediately prior to the effective time of the merger, all of which was cancelled and ceased to exist and (ii) shares that were held by stockholders of Solta Medical who properly exercised their appraisal rights under Delaware law, were canceled and converted into the right to receive cash equal to the $2.92 price per share, without interest (less any applicable withholding taxes). As a result of the completion of the merger, Solta Medical has become a wholly-owned subsidiary of Valeant. | |
Solta Medical designs, develops, manufactures, and markets energy-based medical device systems for aesthetic applications. Solta Medical’s products include the Thermage CPT system that provides non-invasive treatment options using radiofrequency energy for skin tightening, the Fraxel repair system for use in dermatological procedures requiring ablation, coagulation, and resurfacing of soft tissue, the Clear + Brilliant® system to improve skin texture and help prevent the signs of aging skin, and the Liposonix® system that destroys unwanted fat cells resulting in waist circumference reduction. | |
The transaction will be accounted for as a business combination under the acquisition method of accounting. The Company will record the assets acquired and liabilities assumed at their fair values as of the respective acquisition date. Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting are incomplete at the time of filing of the consolidated financial statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired, including goodwill. In addition, because the acquisition accounting is incomplete, the Company is unable to provide the supplemental pro forma revenue and earnings for the combined entity, as the pro forma adjustments are expected to primarily consist of estimates for the amortization of identifiable intangible assets acquired and related income tax effects, which will result from the purchase price allocation and determination of the fair values for the assets acquired and liabilities assumed. | |
Pending Transactions | |
PreCision Dermatology, Inc. | |
On January 31, 2014, the Company entered into an agreement to acquire PreCision Dermatology, Inc. (“PreCision”) for $475 million in cash, plus an additional $25 million payable upon the achievement of a sales-based milestone. PreCision develops and markets a wide range of medical dermatology products, treating a number of topical disease states such as acne and atopic dermatitis with products such as Locoid®, Hylatopic®, Clindagel®, and BenzEFoam®. The transaction is expected to close in the first half of 2014. | |
Sale of Metronidazole 1.3% | |
On April 30, 2013, the Company agreed to sell the worldwide rights in its Metronidazole 1.3% Vaginal Gel antibiotic development product, a topical antibiotic for the treatment of bacterial vaginosis, to Actavis Specialty Brands for approximately $55 million, which includes upfront and certain milestone payments, and minimum royalties for the first three years of commercialization. In addition, royalties are payable to the Company beyond the initial 3-year commercialization period. In the event of generic competition on Metronidazole 1.3%, should Actavis Specialty Brands choose to launch an authorized generic product, Actavis Specialty Brands would share the gross profits of the authorized generic with the Company. The rights to Metronidazole 1.3% are expected to be transferred to Actavis Specialty Brands at or shortly following the time of FDA approval of the product NDA, when and if obtained. The Company acquired Metronidazole 1.3% as part of the acquisition of Medicis in December 2012, and the carrying amount of the related IPR&D asset is $66.6 million as of December 31, 2013. Upon consummation of the transaction, the Company will recognize a loss within Other expense in the consolidated statement of (loss) income, as the Company will not recognize income from the contingent payments until such amounts are realizable. |
SCHEDULE_II_VALUATION_AND_QUAL
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||||||
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||
(All dollar amounts expressed in thousands of U.S. dollars) | |||||||||||||||||||||
Balance at | Charged to | Charged to | Deductions | Balance at | |||||||||||||||||
Beginning | Costs and | Other | End of | ||||||||||||||||||
of Year | Expenses | Accounts | Year | ||||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||
Allowance for doubtful accounts | $ | 12,485 | $ | 5,765 | $ | 10,324 | $ | (898 | ) | $ | 27,676 | ||||||||||
Allowance for inventory obsolescence | $ | 56,031 | $ | 62,518 | $ | 33,402 | $ | (52,106 | ) | $ | 99,845 | ||||||||||
Deferred tax asset valuation allowance | $ | 124,515 | $ | 214,099 | $ | 138,959 | $ | — | $ | 477,573 | |||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||
Allowance for doubtful accounts | $ | 12,328 | $ | 838 | $ | (583 | ) | $ | (98 | ) | $ | 12,485 | |||||||||
Allowance for inventory obsolescence | $ | 22,819 | $ | 22,619 | $ | 26,299 | $ | (15,706 | ) | $ | 56,031 | ||||||||||
Deferred tax asset valuation allowance | $ | 128,742 | $ | (2,227 | ) | $ | (2,000 | ) | $ | — | $ | 124,515 | |||||||||
Year ended December 31, 2011 | |||||||||||||||||||||
Allowance for doubtful accounts | $ | 6,692 | $ | 1,467 | $ | 4,669 | $ | (500 | ) | $ | 12,328 | ||||||||||
Allowance for inventory obsolescence | $ | 28,065 | $ | 4,051 | $ | 2,730 | $ | (12,027 | ) | $ | 22,819 | ||||||||||
Deferred tax asset valuation allowance | $ | 186,399 | $ | (35,062 | ) | $ | 41,517 | $ | (64,112 | ) | $ | 128,742 | |||||||||
For each of the years ended December 31, 2013 and December 31, 2012, the increase in the amounts charged to costs and expenses with respect to the allowance for inventory obsolescence was driven primarily by integration-related portfolio and manufacturing rationalization initiatives and growth in the business. | |||||||||||||||||||||
With respect to the allowance for inventory obsolescence, the $33.4 million in 2013 charged to other accounts represents obsolescence reserves assumed as part of acquisitions consummated during the year, with the most significant contributor being the B&L acquisition, which closed in August 2013. The $26.3 million in 2012 charged to other accounts represents obsolescence reserves assumed as part of acquisitions consummated during the year, with the most significant contributors being the QLT, Medicis, and Eyetech Inc. acquisitions, which closed on September 24, 2012, December 11, 2012, and February 13, 2012, respectively. The $2.7 million in 2011 charged to other accounts represents obsolescence reserves assumed as part of acquisitions consummated during the year, with the most significant contributor being the Sanitas acquisition, which closed on August 19, 2011. These assumed reserves were included as part of the purchase price allocations as of the respective acquisition dates, therefore, such amounts were not charged to costs and expenses. | |||||||||||||||||||||
With respect to the deferred tax valuation allowance, the $139.0 million in 2013 charged to other accounts represents valuation allowances assumed as part of acquisitions consummated during the year, with the most significant contributor being the B&L acquisition. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Principles of Consolidation | ' | ||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of the Company and those of its subsidiaries. All significant intercompany transactions and balances have been eliminated. | |||
The Company has entered into collaboration and license arrangements with other entities for various products under development. These arrangements typically include upfront and contingent milestone and royalty payments. There were no material arrangements determined to be variable interest entities. | |||
Reclassifications | ' | ||
Reclassifications | |||
Certain reclassifications have been made to prior year amounts to conform to the current year presentation. | |||
In addition, the Company has made a reclassification to the 2012 and 2011 consolidated statements of (loss) income for the presentation of proceeds from the out-license or sale of non-core products to conform to the current year presentation. To enhance comparability of the Company’s revenues and expenses from period to period and to the Company’s peers, the Company no longer records the proceeds on the sale of non-core products as Alliance and royalty revenue, with the associated costs, including the carrying amount of related assets, recorded as Cost of alliance and service revenues. Rather, effective in 2013, the Company nets the proceeds with the carrying amount of related assets and records a gain/loss on sale within Other expense. | |||
Acquisitions | ' | ||
Acquisitions | |||
Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. If the acquired net assets do not constitute a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
In preparing the Company’s consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include: provisions for product returns, rebates and chargebacks; useful lives of amortizable intangible assets and property, plant and equipment; expected future cash flows used in evaluating intangible assets for impairment; reporting unit fair values in testing goodwill for impairment; provisions for loss contingencies; provisions for income taxes, uncertain tax positions and realizability of deferred tax assets; and the allocation of the purchase price of acquired assets and businesses, including the fair value of contingent consideration. Under certain product manufacturing and supply agreements, management relies on estimates for future returns, rebates and chargebacks made by the Company’s commercialization counterparties. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s consolidated financial statements could be materially impacted. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The estimated fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values due to their short maturity periods. The fair value of acquisition-related contingent consideration is based on estimated discounted future cash flows and assessment of the probability of occurrence of potential future events. The fair values of marketable securities and long-term debt are based on quoted market prices, if available, or estimated discounted future cash flows. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
Cash and cash equivalents include certificates of deposit, treasury bills, certain money-market funds and term deposits with maturities of three months or less when purchased. | |||
Concentrations of Credit Risk | ' | ||
Concentrations of Credit Risk | |||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. | |||
The Company invests its excess cash in high-quality, money market instruments and term deposits with varying maturities, but typically less than three months. The Company maintains its cash and cash equivalents with major financial institutions. The Company has not experienced any significant losses on its cash or cash equivalents. | |||
In 2012, the Company’s marketable securities portfolio included the investment in auction rate floating securities (student loans) and the investment in equity securities acquired in connection with the Medicis Acquisition. The investment in auction rate floating securities had a maximum term to maturity of 34 years. In 2013, the Company sold its entire investment in auction rate securities assumed in connection with the Medicis Acquisition. In 2011, the Company’s marketable securities portfolio included investment-grade corporate enterprise fixed income debt securities that matured within one year. | |||
The Company’s accounts receivable primarily arise from product sales in the U.S. and Europe and primarily represent amounts due from wholesale distributors, retail pharmacies, government entities and group purchasing organizations. Outside of the U.S., concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the number of customers using the Company’s products, as well as their dispersion across many different geographic areas. The Company performs periodic credit evaluations of customers and does not require collateral. The Company monitors economic conditions, including volatility associated with international economies, and related impacts on the relevant financial markets and its business, especially in light of sovereign credit issues. The credit and economic conditions within Italy, Portugal, Spain and Greece, among other members of the European Union, have deteriorated. These conditions have increased, and may continue to increase, the average length of time that it takes to collect on the Company’s accounts receivable outstanding in these countries. An allowance for doubtful accounts is maintained for potential credit losses based on the aging of accounts receivable, historical bad debts experience, and changes in customer payment patterns. Accounts receivables balances are written off against the allowance when it is probable that the receivable will not be collected. | |||
Inventories | ' | ||
Inventories | |||
Inventories comprise raw materials, work in process, and finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. Cost for work in process and finished goods inventories includes materials, direct labor, and an allocation of overheads. Market for raw materials is replacement cost, and for work in process and finished goods is net realizable value. | |||
The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. | |||
Property, Plant and Equipment | ' | ||
Property, Plant and Equipment | |||
Property, plant and equipment are reported at cost, less accumulated depreciation. Costs incurred on assets under construction are capitalized as construction in progress. Depreciation is calculated using the straight-line method, commencing when the assets become available for productive use, based on the following estimated useful lives: | |||
Buildings | Up to 40 years | ||
Machinery and equipment | 3 - 20 years | ||
Other equipment | 3 - 10 years | ||
Equipment on operating lease | Up to 5 years | ||
Leasehold improvements and capital leases | Lesser of term of lease or 10 years | ||
Intangible Assets | ' | ||
Intangible Assets | |||
Intangible assets are reported at cost, less accumulated amortization. Intangible assets with finite lives are amortized over their estimated useful lives. Amortization is calculated using the straight-line method based on the following estimated useful lives: | |||
Product brands | 1 - 25 years | ||
Corporate brands(1) | 4 - 20 years | ||
Product rights | 1 - 15 years | ||
Partner relationships | 2 - 9 years | ||
Out-licensed technology and other | 3 - 10 years | ||
____________________________________ | |||
-1 | Corporate brands useful lives shown in the table above does not include the B&L corporate trademark, which has an indefinite useful life and is not amortizable. See note 3 “BUSINESS COMBINATIONS” for further information. | ||
IPR&D | ' | ||
IPR&D | |||
The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. When the related research and development is completed, the asset will be assigned a useful life and amortized. | |||
The fair value of an IPR&D intangible asset is determined using an income approach. This approach starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. The net cash flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected market competition, and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. | |||
Impairment of Long-Lived Assets | ' | ||
Impairment of Long-Lived Assets | |||
Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted future cash flows. | |||
Indefinite-lived intangible assets, including acquired IPR&D, are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability test. | |||
Goodwill | ' | ||
Goodwill | |||
Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. | |||
The Company operates in the following operating/reportable segments: Developed Markets and Emerging Markets. The Developed Markets segment consists of four reporting units based on geography, namely (i) U.S., (ii) Canada and Australia, (iii) Western Europe, and (iv) Japan. The Emerging Markets segment consists of three reporting units based on geography, namely (i) Central/Eastern Europe, Middle East and North Africa, (ii) Latin America, and (iii) Asia/South Africa. The Company estimated the fair values of its reporting units using a discounted cash flow analysis approach. These calculations contain uncertainties as they require the Company to make assumptions about future cash flows and the appropriate discount rate to reflect the risk inherent in the future cash flows. A change in any of these estimates and assumptions could produce a different fair value, which could have a material impact on the Company’s results of operations. During the fourth quarter of 2013, the Company performed its annual goodwill impairment test and determined that none of the goodwill associated with its reporting units was impaired. The goodwill recognized for the B&L Acquisition, which to date has been recorded provisionally, will be tested for impairment within twelve months of the acquisition date. | |||
Deferred Financing Costs | ' | ||
Deferred Financing Costs | |||
Deferred financing costs are reported at cost, less accumulated amortization, and are recorded in other long-term assets. Amortization expense is included in interest expense. | |||
Derivative Financial Instruments | ' | ||
Derivative Financial Instruments | |||
From time to time, the Company utilizes derivative financial instruments to manage its exposure to market risks, including foreign currency and interest rate exposures. The Company does not utilize derivative financial instruments for speculative purposes, nor does it enter into trades for which there is no underlying exposure. Derivative financial instruments are recorded as either assets or liabilities at fair value. The Company accounts for derivative financial instruments based on whether they meet the criteria for designation as hedging transactions, either as cash flow, net investment, or fair value hedges. Depending on the nature of the hedge, changes in the fair value of a hedged item are either offset against the change in the fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The Company did not hold any derivative financial instruments at December 31, 2013 or 2012. | |||
Foreign Currency Translation | ' | ||
Foreign Currency Translation | |||
The assets and liabilities of the Company’s foreign operations having a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date, and at the average exchange rate for the reporting period for revenue and expense accounts. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income in shareholders’ equity. | |||
Foreign currency exchange gains and losses on transactions occurring in a currency other than an operation’s functional currency are recognized in net income. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectibility is reasonably assured. | |||
Product Sales | ' | ||
Product Sales | |||
Product sales revenue is recognized when title has transferred to the customer and the customer has assumed the risks and rewards of ownership, the timing of which is based on the specific contractual terms with each customer. In most instances, transfer of title as well as the risks and rewards of ownership occurs upon delivery of the product to the customer. Amounts received from customers as prepayments for products to be shipped in the future are recorded in deferred revenue. | |||
Revenue from product sales is recognized net of provisions for estimated discounts, allowances, returns, rebates, chargebacks and distribution fees paid to certain of our wholesale customers. The Company offers discounts for prompt payment and other incentive allowances to customers. Provisions for discounts and allowances are estimated based on contractual sales terms with customers and historical payment experience. The Company allows customers to return product within a specified period of time before and after its expiration date. Provisions for returns are estimated based on historical return levels, taking into account additional available information on competitive products and contract changes. The Company has data sharing agreements with the three largest wholesalers in the U.S. Where the Company does not have data sharing agreements, it uses third party data to estimate the level of product inventories and product demand at wholesalers and retail pharmacies. The Company reviews its methodology and adequacy of the provision for returns on a quarterly basis, adjusting for changes in assumptions, historical results and business practices, as necessary. The Company is subject to rebates on sales made under governmental and commercial rebate programs, and chargebacks on sales made to government agencies, retail pharmacies and group purchasing organizations. Provisions for rebates and chargebacks are estimated based on historical experience, relevant statutes with respect to governmental pricing programs, and contractual sales terms. | |||
In connection with the Medicis Acquisition, which was completed in December 2012, the Company acquired several brands, including the following aesthetics products: Dysport®, Perlane®, and Restylane®. In 2012, consistent with legacy Medicis’ historical approach, the Company recognized revenue on those products upon shipment from McKesson, the Company’s primary U.S. distributor of aesthetics products, to physicians. As part of its integration efforts, the Company implemented new strategies and business practices in the first quarter of 2013, particularly as they relate to rebate and discount programs for these aesthetics products. As a result of these changes, the criteria for revenue recognition are achieved upon shipment of these products to McKesson, and, therefore, the Company began, in 2013, recognizing revenue upon shipment of these products to McKesson. | |||
The Company is party to manufacturing and supply agreements with a number of commercialization counterparties in the U.S. Under the terms of these agreements, the Company’s supply prices for its products are determined after taking into consideration estimates for future returns, rebates, and chargebacks provided by each counterparty. The Company makes adjustments as needed to state these estimates on a basis consistent with this policy and its methodology for estimating returns, rebates and chargebacks related to its own direct product sales. | |||
Alliance and Royalty | ' | ||
Alliance and Royalty | |||
The Company earns royalties and profit share revenue as a result of the licensing of product rights to third parties. Royalties and profit share revenue are earned at the time the related product is sold by the licensee based on the terms of the specific licensing agreement and when the Company has no future obligations with respect to the royalty or profit share. The Company relies on financial information provided by licensees to estimate the amounts due to it under the related agreements. | |||
Service and Other | ' | ||
Service and Other | |||
Contract manufacturing service revenue is recognized when title of the manufactured products has transferred to the customer and the customer has assumed the risks and rewards of ownership. | |||
Research and development service revenue attributable to the performance of contract services is recognized as the services are performed, under the proportionate performance method of revenue recognition. Performance is measured based on units-of-work performed relative to total units-of-work contracted. Units-of-work is generally measured based on hours spent. | |||
Research and Development Expenses | ' | ||
Research and Development Expenses | |||
Costs related to internal research and development programs, including costs associated with the development of acquired IPR&D, are expensed as goods are delivered or services are performed. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product. | |||
Amounts due from third parties as reimbursement of development activities conducted under certain research and development arrangements are recognized as a reduction of research and development expenses. | |||
Legal Costs | ' | ||
Legal Costs | |||
Legal fees and other costs related to litigation and other legal proceedings are expensed as incurred and included in selling, general and administrative expenses. Legal costs expensed are reported net of expected insurance recoveries. A claim for insurance recovery is recognized when the claim becomes probable of realization. | |||
Advertising Costs | ' | ||
Advertising Costs | |||
Advertising costs comprise product samples, print media and promotional materials. Advertising costs related to new product launches are expensed on the first use of the advertisement. As of December 31, 2013, advertising costs of $8.8 million were recorded in Prepaid expenses and other current assets in the Company’s consolidated balance sheet. As of December 31, 2012, advertising costs recorded in Prepaid expenses and other current assets in the Company’s consolidated balance sheet were not material. | |||
Share-Based Compensation | ' | ||
Share-Based Compensation | |||
The Company recognizes all share-based payments to employees, including grants of employee stock options and restricted share units (“RSUs”), at estimated fair value. The Company amortizes the fair value of stock option or RSU grants on a straight-line basis over the requisite service period of the individual stock option or RSU grant, which generally equals the vesting period. Stock option and RSU forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||
Share-based compensation is recorded in cost of goods sold, research and development expenses, selling, general and administrative expenses and restructuring and other costs, as appropriate. | |||
Acquisition-Related Contingent Consideration | ' | ||
Acquisition-Related Contingent Consideration | |||
Acquisition-related contingent consideration, which consists primarily of potential milestone payments and royalty obligations, is recorded in the consolidated balance sheets at its acquisition date estimated fair value, in accordance with the acquisition method of accounting. The fair value of the acquisition-related contingent consideration is remeasured each reporting period, with changes in fair value recorded in the consolidated statements of (loss) income. Changes in the fair value of the acquisition-related contingent consideration obligations result from several factors including changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving specified milestone criteria. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. | |||
Interest Expense | ' | ||
Interest Expense | |||
Interest expense includes standby fees and the amortization of debt discounts and deferred financing costs. Interest costs are expensed as incurred, except to the extent such interest is related to construction in progress, in which case interest is capitalized. The capitalized interest recorded in 2013 was not material. The Company did not capitalize any interest costs in 2012 and 2011 due to immateriality. | |||
Income Taxes | ' | ||
Income Taxes | |||
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the differences between the financial statement and income tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. A valuation allowance is provided for the portion of deferred tax assets that is more likely than not to remain unrealized. Deferred tax assets and liabilities are measured using enacted tax rates and laws. | |||
The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the amount that is greater than 50% likely of being realized upon settlement. Liabilities associated with uncertain tax positions are classified as long-term unless expected to be paid within one year. Interest and penalties related to uncertain tax positions, if any, are recorded in the provision for income taxes and classified with the related liability on the consolidated balance sheets. | |||
Earnings Per Share | ' | ||
Earnings Per Share | |||
Basic earnings per share attributable to Valeant Pharmaceuticals International, Inc. is calculated by dividing net income attributable to Valeant Pharmaceuticals International, Inc. by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated by dividing net income attributable to Valeant Pharmaceuticals International, Inc. by the weighted-average number of common shares outstanding during the reporting period after giving effect to dilutive potential common shares for stock options, RSUs and convertible debt, determined using the treasury stock method. | |||
Comprehensive Income | ' | ||
Comprehensive Income | |||
Comprehensive income comprises net income and other comprehensive income. Other comprehensive income includes foreign currency translation adjustments, unrealized temporary holding gains and losses on available-for-sale investments and certain pension and other postretirement benefit plan adjustments. Accumulated other comprehensive income is recorded as a component of shareholders’ equity. | |||
Contingencies | ' | ||
Contingencies | |||
In the normal course of business, the Company is subject to loss contingencies, such as claims and assessments arising from litigation and other legal proceedings, contractual indemnities, product and environmental liabilities, and tax matters. Accruals for loss contingencies are recorded when the Company determines that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. If the estimate of the amount of the loss is a range and some amount within the range appears to be a better estimate than any other amount within the range, that amount is accrued as a liability. If no amount within the range is a better estimate than any other amount, the minimum amount of the range is accrued as a liability. These accruals are adjusted periodically as assessments change or additional information becomes available. | |||
If no accrual is made for a loss contingency because one of the previous two conditions are not met, the Company will disclose contingent liabilities when there is at least a reasonable possibility that a loss or an additional loss may have been incurred. | |||
Employee Benefit Plans | ' | ||
Employee Benefit Plans | |||
The Company sponsors various retirement and pension plans, including defined benefit pension plans, defined contribution plans and a participatory defined benefit postretirement plan. The determination of defined benefit pension and postretirement plan obligations and their associated expenses requires the use of actuarial valuations to estimate the benefits employees earn while working, as well as the present value of those benefits. Inherent in these valuations are economic assumptions including expected returns on plan assets, discount rates at which liabilities could be settled, rates of increase in healthcare costs, rates of future compensation increases as well as employee demographic assumptions such as retirement patterns, mortality and turnover. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower turnover rates or longer or shorter life spans of participants. Actual results that differ from the actuarial assumptions used are recorded as actuarial gains and losses. Net actuarial gains and losses that exceed 10 percent of the greater of the plan’s projected benefit obligations or the market-related value of assets are amortized to earnings over the shorter of the estimated future service period of the plan participants or the period until any anticipated final plan settlements. The Company reviews the assumptions annually (and more frequently if a significant event occurs) and makes any necessary changes. | |||
Adoption of New Accounting Standards | ' | ||
Adoption of New Accounting Standards | |||
In July 2012, the Financial Accounting Standards Board (“FASB”) issued guidance intended to simplify indefinite-lived intangible impairment testing, by allowing an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of an asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This guidance is effective for annual and interim tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not impact the Company’s financial position or results of operations. | |||
In February 2013, the FASB issued guidance to improve the transparency of reporting reclassifications out of accumulated other comprehensive income, by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The guidance is effective prospectively for reporting periods beginning December 15, 2012. As this guidance relates to presentation only, the adoption of this guidance did not impact on the Company’s financial position or results of operations. | |||
In July 2013, the FASB issued guidance to eliminate the diversity in practice in presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. Under the new guidance, unrecognized tax benefits will be netted against all available same-jurisdiction loss or other tax carryforward that would be utilized, rather than only against carryforwards that are created by the unrecognized tax benefits. The guidance is effective prospectively, but allows optional retrospective adoption (for all periods presented), for reporting periods beginning after December 15, 2013. As this guidance relates to presentation only, the adoption of this guidance will not impact the Company’s financial position or results of operations. |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Schedule of reclassifications to consolidated statements of income (loss) | ' | ||||||||||||||||||||||||
As of result of this change, the Company’s 2012 and 2011 consolidated statements of (loss) income include the following reclassifications related to (i) the sale of 1% clindamycin and 5% benzoyl peroxide gel (“IDP-111”), a generic version of BenzaClin®, and 5% fluorouracil cream (“5-FU”), an authorized generic of Efudex® in February 2012 and (ii) the out-license of Cloderm Cream, 0.1% in March 2011: | |||||||||||||||||||||||||
As Initially Recorded | Reclassification | As Reclassified | |||||||||||||||||||||||
((Income) Expense) | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||
Alliance and royalty revenue | $ | (66,250 | ) | $ | (36,000 | ) | $ | 66,250 | $ | 36,000 | $ | — | $ | — | |||||||||||
Cost of alliance and service revenues | 68,820 | 30,736 | (68,820 | ) | (30,736 | ) | — | — | |||||||||||||||||
Other expense | — | — | 2,570 | (5,264 | ) | 2,570 | (5,264 | ) | |||||||||||||||||
Schedule of estimated useful lives of property, plant and equipment | ' | ||||||||||||||||||||||||
Depreciation is calculated using the straight-line method, commencing when the assets become available for productive use, based on the following estimated useful lives: | |||||||||||||||||||||||||
Buildings | Up to 40 years | ||||||||||||||||||||||||
Machinery and equipment | 3 - 20 years | ||||||||||||||||||||||||
Other equipment | 3 - 10 years | ||||||||||||||||||||||||
Equipment on operating lease | Up to 5 years | ||||||||||||||||||||||||
Leasehold improvements and capital leases | Lesser of term of lease or 10 years | ||||||||||||||||||||||||
Schedule of estimated useful lives of intangible assets | ' | ||||||||||||||||||||||||
Amortization is calculated using the straight-line method based on the following estimated useful lives: | |||||||||||||||||||||||||
Product brands | 1 - 25 years | ||||||||||||||||||||||||
Corporate brands(1) | 4 - 20 years | ||||||||||||||||||||||||
Product rights | 1 - 15 years | ||||||||||||||||||||||||
Partner relationships | 2 - 9 years | ||||||||||||||||||||||||
Out-licensed technology and other | 3 - 10 years | ||||||||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | Corporate brands useful lives shown in the table above does not include the B&L corporate trademark, which has an indefinite useful life and is not amortizable. See note 3 “BUSINESS COMBINATIONS” for further information. |
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of pro forma impact of merger and acquisition | ' | ||||||||||||||
Unaudited | |||||||||||||||
2013 | 2012 | ||||||||||||||
Revenues | $ | 7,665,850 | $ | 7,700,624 | |||||||||||
Net loss attributable to Valeant Pharmaceuticals International, Inc. | (821,147 | ) | (709,592 | ) | |||||||||||
Loss per share attributable to Valeant Pharmaceuticals International, Inc.: | |||||||||||||||
Basic and diluted | $ | (2.47 | ) | $ | (2.14 | ) | |||||||||
B&L | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Fair Value of Consideration Transferred | ' | ||||||||||||||
The following table indicates the consideration transferred to effect the B&L Acquisition: | |||||||||||||||
Fair Value | |||||||||||||||
Enterprise value | $ | 8,700,000 | |||||||||||||
Adjusted for the following: | |||||||||||||||
B&L’s outstanding debt, including accrued interest | (4,248,310 | ) | |||||||||||||
B&L’s company expenses | (6,377 | ) | |||||||||||||
Payment in B&L’s performance-based option(a) | (48,478 | ) | |||||||||||||
Payment for B&L’s cash balance(b) | 149,000 | ||||||||||||||
Additional cash payment(b) | 75,000 | ||||||||||||||
Other | (3,189 | ) | |||||||||||||
Equity purchase price | 4,617,646 | ||||||||||||||
Less: Cash consideration paid for B&L’s unvested stock options(c) | (4,320 | ) | |||||||||||||
Total fair value of consideration transferred | $ | 4,613,326 | |||||||||||||
___________________________________ | |||||||||||||||
(a) | The cash consideration paid for previously cancelled B&L’s performance-based options was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013. | ||||||||||||||
(b) | As defined in the Merger Agreement. | ||||||||||||||
(c) | The cash consideration paid for B&L stock options and restricted stock attributable to pre-combination services has been included as a component of purchase price. The remaining $4.3 million balance related to the acceleration of unvested stock options for B&L employees was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013. | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Date | Adjustments(b) | 31-Dec-13 | |||||||||||||
(as previously | (as adjusted) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash and cash equivalents | $ | 209,522 | $ | (31,410 | ) | $ | 178,112 | ||||||||
Accounts receivable(c) | 547,873 | (3,499 | ) | 544,374 | |||||||||||
Inventories(d) | 675,818 | (23,729 | ) | 652,089 | |||||||||||
Other current assets(e) | 146,574 | 359 | 146,933 | ||||||||||||
Property, plant and equipment, net(f) | 761,410 | 4,618 | 766,028 | ||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(g) | 4,316,117 | 26,258 | 4,342,375 | ||||||||||||
Acquired IPR&D(h) | 398,130 | 20,122 | 418,252 | ||||||||||||
Other non-current assets | 58,757 | — | 58,757 | ||||||||||||
Current liabilities(i) | (885,578 | ) | 10,257 | (875,321 | ) | ||||||||||
Long-term debt, including current portion(j) | (4,209,852 | ) | — | (4,209,852 | ) | ||||||||||
Deferred income taxes, net(k) | (1,410,931 | ) | 24,053 | (1,386,878 | ) | ||||||||||
Other non-current liabilities(l) | (280,195 | ) | (1,068 | ) | (281,263 | ) | |||||||||
Total identifiable net assets | 327,645 | 25,961 | 353,606 | ||||||||||||
Noncontrolling interest(m) | (102,300 | ) | (400 | ) | (102,700 | ) | |||||||||
Goodwill(n) | 4,387,981 | (25,561 | ) | 4,362,420 | |||||||||||
Total fair value of consideration transferred | $ | 4,613,326 | $ | — | $ | 4,613,326 | |||||||||
________________________ | |||||||||||||||
(a) | As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. | ||||||||||||||
(b) | The measurement period adjustments primarily reflect: (i) a decrease in the net deferred tax liability, (ii) a reclassification between cash and accounts payable, (iii) a reduction in the estimated fair value of inventory, and (iv) increases in the estimated fair value of intangible assets, which included a net increase to IPR&D assets driven by a higher fair value for the next generation silicone hydrogel lens (Bausch + Lomb Ultra). The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | The fair value of trade accounts receivable acquired was $544.4 million, with the gross contractual amount being $555.6 million, of which the Company expects that $11.2 million will be uncollectible. | ||||||||||||||
(d) | Includes an estimated fair value adjustment to inventory of $273.7 million. | ||||||||||||||
(e) | Includes primarily prepaid expenses. | ||||||||||||||
(f) | The following table summarizes the provisional amounts and useful lives assigned to property, plant and equipment: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | 31-Dec-13 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Land | NA | $ | 47,407 | $ | (12,660 | ) | $ | 34,747 | |||||||
Buildings | 24 | 273,180 | (43,032 | ) | 230,148 | ||||||||||
Machinery and equipment | 5 | 273,509 | 60,459 | 333,968 | |||||||||||
Leasehold improvements | 5 | 22,455 | (92 | ) | 22,363 | ||||||||||
Equipment on operating lease | 3 | 13,792 | (57 | ) | 13,735 | ||||||||||
Construction in progress | NA | 131,067 | — | 131,067 | |||||||||||
Total property, plant and equipment acquired | $ | 761,410 | $ | 4,618 | $ | 766,028 | |||||||||
(g) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brands | 10 | $ | 1,770,164 | $ | 13,996 | $ | 1,784,160 | ||||||||
Product rights | 8 | 855,402 | 5,275 | 860,677 | |||||||||||
Corporate brand | Indefinite | 1,690,551 | 6,987 | 1,697,538 | |||||||||||
Total identifiable intangible assets acquired | 9 | $ | 4,316,117 | $ | 26,258 | $ | 4,342,375 | ||||||||
The corporate brand represents the B&L corporate trademark and has an indefinite useful life as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset. The estimated fair value was determined using the relief from royalty method. | |||||||||||||||
(h) | The significant components of the acquired IPR&D assets primarily relate to the development of (i) various vision care products ($226.5 million in the aggregate), such as the next generation silicone hydrogel lens (Bausch + Lomb Ultra), (ii) various pharmaceutical products ($171.0 million, in the aggregate), such as latanoprostene bunod, a nitric oxide-donating prostaglandin for reduction of elevated intraocular pressure in patients with glaucoma or ocular hypertension, and (iii) various surgical products ($20.8 million, in the aggregate). See note 5 titled “COLLABORATION AGREEMENTS” for further information related to the worldwide licensing agreement with NicOx, S.A. (“NicOx”) for latanoprostene bunod. A multi-period excess earnings methodology (income approach) was used to determine the estimated fair values of the acquired IPR&D assets from market participant perspective. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. A risk-adjusted discount rate of 10% was used to present value the projected cash flows. In September 2013, the U.S. Food and Drug Administration (“FDA”) approved the next generation silicone hydrogel lens (Bausch + Lomb Ultra), and the product was launched in February 2014. | ||||||||||||||
(i) | Includes accrued liabilities, including reserves for sales returns, rebates and managed care, accounts payable and accrued compensation-related liabilities. | ||||||||||||||
(j) | The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date | |||||||||||||||
Holdco unsecured term loan(1) | $ | 707,010 | |||||||||||||
U.S. dollar-denominated senior secured term loan(1) | 1,915,749 | ||||||||||||||
Euro-denominated senior secured term loan(1) | 603,952 | ||||||||||||||
U.S. dollar-denominated delayed draw term loan(1) | 398,003 | ||||||||||||||
U.S. dollar-denominated revolver loan(1) | 170,000 | ||||||||||||||
9.875% senior notes(1) | 350,000 | ||||||||||||||
Multi-currency denominated revolver loan(1) | 15,000 | ||||||||||||||
Japanese revolving credit facility(2) | 33,835 | ||||||||||||||
Debentures | 11,803 | ||||||||||||||
Other(1) | 4,500 | ||||||||||||||
Total long-term debt assumed | $ | 4,209,852 | |||||||||||||
___________________________________ | |||||||||||||||
-1 | The Company subsequently repaid these amounts in full in the third quarter of 2013. In connection with the redemption of the 9.875% senior notes, the Company recognized a loss on extinguishment of debt of $8.2 million in the third quarter of 2013. | ||||||||||||||
-2 | In the fourth quarter of 2013, the Company repaid in full the amounts outstanding. In January 2014, the Company terminated this facility. | ||||||||||||||
(k) | Comprises current net deferred tax assets ($77.3 million) and non-current net deferred tax liabilities ($1,464.2 million). | ||||||||||||||
(l) | Includes $224.2 million related to the estimated fair value of pension and other benefits liabilities. | ||||||||||||||
(m) | Represents the estimated fair value of B&L’s noncontrolling interest related primarily to Chinese joint ventures. A discounted cash flow methodology was used to determine the estimated fair values as of the acquisition date. | ||||||||||||||
(n) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | the Company’s expectation to develop and market new product brands, product lines and technology; | ||||||||||||||
• | cost savings and operating synergies expected to result from combining the operations of B&L with those of the Company; | ||||||||||||||
• | the value of the continuing operations of B&L’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, B&L’s assembled workforce). | ||||||||||||||
The provisional amount of goodwill has been allocated to the Company’s Developed Markets segment ($3,226.7 million) and Emerging Markets segment ($1,135.7 million). | |||||||||||||||
Summary of amounts and useful lives assigned to property, plant and equipment | ' | ||||||||||||||
The following table summarizes the provisional amounts and useful lives assigned to property, plant and equipment: | |||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | 31-Dec-13 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Land | NA | $ | 47,407 | $ | (12,660 | ) | $ | 34,747 | |||||||
Buildings | 24 | 273,180 | (43,032 | ) | 230,148 | ||||||||||
Machinery and equipment | 5 | 273,509 | 60,459 | 333,968 | |||||||||||
Leasehold improvements | 5 | 22,455 | (92 | ) | 22,363 | ||||||||||
Equipment on operating lease | 3 | 13,792 | (57 | ) | 13,735 | ||||||||||
Construction in progress | NA | 131,067 | — | 131,067 | |||||||||||
Total property, plant and equipment acquired | $ | 761,410 | $ | 4,618 | $ | 766,028 | |||||||||
Schedule of estimated fair value of assets acquired and liabilities assumed | ' | ||||||||||||||
The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brands | 10 | $ | 1,770,164 | $ | 13,996 | $ | 1,784,160 | ||||||||
Product rights | 8 | 855,402 | 5,275 | 860,677 | |||||||||||
Corporate brand | Indefinite | 1,690,551 | 6,987 | 1,697,538 | |||||||||||
Total identifiable intangible assets acquired | 9 | $ | 4,316,117 | $ | 26,258 | $ | 4,342,375 | ||||||||
Summary of fair value of long-term debt assumed | ' | ||||||||||||||
The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date | |||||||||||||||
Holdco unsecured term loan(1) | $ | 707,010 | |||||||||||||
U.S. dollar-denominated senior secured term loan(1) | 1,915,749 | ||||||||||||||
Euro-denominated senior secured term loan(1) | 603,952 | ||||||||||||||
U.S. dollar-denominated delayed draw term loan(1) | 398,003 | ||||||||||||||
U.S. dollar-denominated revolver loan(1) | 170,000 | ||||||||||||||
9.875% senior notes(1) | 350,000 | ||||||||||||||
Multi-currency denominated revolver loan(1) | 15,000 | ||||||||||||||
Japanese revolving credit facility(2) | 33,835 | ||||||||||||||
Debentures | 11,803 | ||||||||||||||
Other(1) | 4,500 | ||||||||||||||
Total long-term debt assumed | $ | 4,209,852 | |||||||||||||
___________________________________ | |||||||||||||||
-1 | The Company subsequently repaid these amounts in full in the third quarter of 2013. In connection with the redemption of the 9.875% senior notes, the Company recognized a loss on extinguishment of debt of $8.2 million in the third quarter of 2013. | ||||||||||||||
-2 | In the fourth quarter of 2013, the Company repaid in full the amounts outstanding. In January 2014, the Company terminated this facility. | ||||||||||||||
Other Business Combinations | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Dates | Adjustments(a) | December 31, 2013 | |||||||||||||
(as adjusted) | |||||||||||||||
Cash | $ | 43,071 | $ | — | $ | 43,071 | |||||||||
Accounts receivable(b) | 64,049 | 1,273 | 65,322 | ||||||||||||
Inventories | 33,559 | 2,080 | 35,639 | ||||||||||||
Other current assets | 13,965 | (5 | ) | 13,960 | |||||||||||
Property, plant and equipment | 13,950 | (11 | ) | 13,939 | |||||||||||
Identifiable intangible assets, excluding acquired IPR&D(c) | 722,942 | 3,784 | 726,726 | ||||||||||||
Acquired IPR&D(d) | 18,714 | 237 | 18,951 | ||||||||||||
Indemnification assets | 3,201 | (683 | ) | 2,518 | |||||||||||
Other non-current assets | 185 | 3,666 | 3,851 | ||||||||||||
Current liabilities | (36,234 | ) | (371 | ) | (36,605 | ) | |||||||||
Short-term borrowings(e) | (33,321 | ) | 546 | (32,775 | ) | ||||||||||
Long-term debt(e) | (24,018 | ) | (91 | ) | (24,109 | ) | |||||||||
Deferred tax liability, net | (147,801 | ) | (4,747 | ) | (152,548 | ) | |||||||||
Other non-current liabilities | (1,453 | ) | — | (1,453 | ) | ||||||||||
Total identifiable net assets | 670,809 | 5,678 | 676,487 | ||||||||||||
Noncontrolling interest(f) | (11,196 | ) | — | (11,196 | ) | ||||||||||
Goodwill(g) | 224,291 | 8,549 | 232,840 | ||||||||||||
Total fair value of consideration transferred | $ | 883,904 | $ | 14,227 | $ | 898,131 | |||||||||
________________________ | |||||||||||||||
(a) | The measurement period adjustments primarily reflect an increase in the total fair value of consideration transferred with respect to the Natur Produkt acquisition pursuant to a purchase price adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $65.3 million, with the gross contractual amount being $68.3 million, of which the Company expects that $3.0 million will be uncollectible. | ||||||||||||||
(c) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Dates | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 7 | $ | 517,232 | $ | 3,029 | $ | 520,261 | ||||||||
Corporate brand | 13 | 86,129 | 755 | 86,884 | |||||||||||
Patents | 3 | 71,676 | — | 71,676 | |||||||||||
Royalty Agreement | 5 | 26,466 | — | 26,466 | |||||||||||
Partner relationships | 5 | 16,000 | — | 16,000 | |||||||||||
Technology | 10 | 5,439 | — | 5,439 | |||||||||||
Total identifiable intangible assets acquired | 8 | $ | 722,942 | $ | 3,784 | $ | 726,726 | ||||||||
(d) | The acquired IPR&D assets relate to the Obagi and Natur Produkt acquisitions. Obagi’s acquired IPR&D assets primarily relate to the development of dermatology products for anti-aging and suncare. Natur Produkt’s acquired IPR&D assets include a product indicated for the prevention of viral diseases, specifically cold and flu, and a product indicated for the treatment of inflammation and muscular disorders. | ||||||||||||||
(e) | Short-term borrowings and long-term debt primarily relate to the Natur Produkt acquisition. In March 2013, the Company settled all of Natur Produkt’s outstanding third party short-term borrowings and long-term debt. | ||||||||||||||
(f) | Represents the estimated fair value of noncontrolling interest related to a smaller acquisition completed in the third quarter of 2013. | ||||||||||||||
(g) | The goodwill relates primarily to the Obagi and Natur Produkt acquisitions. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of Obagi’s and Natur Produkt’s goodwill is expected to be deductible for tax purposes. The goodwill recorded from the Obagi and the Natur Produkt acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. | ||||||||||||||
The amount of goodwill from the Eisai acquisition has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the Natur Produkt acquisition has been allocated to the Company’s Emerging Markets segment. The amount of goodwill from the Obagi acquisition has been allocated primarily to the Company’s Developed Markets segment. | |||||||||||||||
Schedule of estimated fair value of assets acquired and liabilities assumed | ' | ||||||||||||||
The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Dates | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 7 | $ | 517,232 | $ | 3,029 | $ | 520,261 | ||||||||
Corporate brand | 13 | 86,129 | 755 | 86,884 | |||||||||||
Patents | 3 | 71,676 | — | 71,676 | |||||||||||
Royalty Agreement | 5 | 26,466 | — | 26,466 | |||||||||||
Partner relationships | 5 | 16,000 | — | 16,000 | |||||||||||
Technology | 10 | 5,439 | — | 5,439 | |||||||||||
Total identifiable intangible assets acquired | 8 | $ | 722,942 | $ | 3,784 | $ | 726,726 | ||||||||
Medicis | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Fair Value of Consideration Transferred | ' | ||||||||||||||
The following table indicates the consideration transferred to effect the acquisition of Medicis: | |||||||||||||||
(Number of shares, stock options and restricted | Conversion | Fair | |||||||||||||
share units in thousands) | Calculation | Value | |||||||||||||
Number of common shares of Medicis outstanding as of acquisition date | 57,135 | ||||||||||||||
Multiplied by Medicis Per Share Consideration | $ | 44 | $ | 2,513,946 | |||||||||||
Number of stock options of Medicis cancelled and exchanged for cash(a) | 3,152 | 33,052 | |||||||||||||
Number of outstanding restricted shares cancelled and exchanged for cash(a) | 1,974 | 31,881 | |||||||||||||
Total fair value of consideration transferred | $ | 2,578,879 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | The cash consideration paid for Medicis stock options and restricted shares attributable to pre-combination services has been included as a component of purchase price. The remaining $77.3 million balance related to the acceleration of unvested stock options, restricted stock awards, and share appreciation rights for Medicis employees that was triggered by the change in control was recognized as a post-combination expense within Restructuring, integration and other costs in the fourth quarter of 2012. | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Date | Adjustments(b) | December 31, 2013 | |||||||||||||
(as previously | (as adjusted) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash and cash equivalents | $ | 169,583 | $ | — | $ | 169,583 | |||||||||
Accounts receivable(c) | 81,092 | 9,116 | 90,208 | ||||||||||||
Inventories(d) | 145,157 | (7,635 | ) | 137,522 | |||||||||||
Short-term and long-term investments(e) | 626,559 | — | 626,559 | ||||||||||||
Income taxes receivable | 40,416 | — | 40,416 | ||||||||||||
Other current assets(f) | 74,622 | — | 74,622 | ||||||||||||
Property and equipment, net | 8,239 | (5,625 | ) | 2,614 | |||||||||||
Identifiable intangible assets, excluding acquired IPR&D(g) | 1,390,724 | (21,843 | ) | 1,368,881 | |||||||||||
Acquired IPR&D(h) | 153,817 | 5,992 | 159,809 | ||||||||||||
Other non-current assets | 616 | — | 616 | ||||||||||||
Current liabilities(i) | (453,909 | ) | (12,375 | ) | (466,284 | ) | |||||||||
Long-term debt, including current portion(j) | (777,985 | ) | — | (777,985 | ) | ||||||||||
Deferred income taxes, net | (205,009 | ) | 12,204 | (192,805 | ) | ||||||||||
Other non-current liabilities | (8,841 | ) | — | (8,841 | ) | ||||||||||
Total identifiable net assets | 1,245,081 | (20,166 | ) | 1,224,915 | |||||||||||
Goodwill(k) | 1,333,798 | 20,166 | 1,353,964 | ||||||||||||
Total fair value of consideration transferred | $ | 2,578,879 | $ | — | $ | 2,578,879 | |||||||||
______________________ | |||||||||||||||
(a) | As previously reported in the 2012 Form 10-K. | ||||||||||||||
(b) | The measurement period adjustments primarily reflect: (i) reductions in the estimated fair value of a product brand intangible asset and property and equipment; (ii) changes in estimated inventory reserves; (iii) changes in certain assumptions impacting the fair value of acquired IPR&D; (iv) additional information obtained with respect to the valuation of certain pre-acquisition contingent assets, as well as legal and milestone obligations; and (v) the tax impact of pre-tax measurement period adjustments. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | The fair value of trade accounts receivable acquired was $90.2 million, with the gross contractual amount being $90.3 million, of which the Company expects that $0.1 million will be uncollectible. | ||||||||||||||
(d) | Includes an estimated fair value adjustment to inventory of $104.6 million. | ||||||||||||||
(e) | Short-term and long-term investments consist of corporate and various government agency and municipal debt securities, investments in auction rate floating securities (student loans), and investments in equity securities. Subsequent to the acquisition date, the Company liquidated these investments for proceeds of $615.4 million, $9.0 million and $8.0 million in the fourth quarter of 2012, the first quarter of 2013, and the second quarter of 2013, respectively. | ||||||||||||||
(f) | Includes prepaid expenses and an asset related to a supplemental executive retirement program. The supplemental executive retirement program was settled as of December 31, 2012. | ||||||||||||||
(g) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
In-licensed products | 11 | $ | 633,429 | $ | 2,283 | $ | 635,712 | ||||||||
Product brands | 8 | 491,627 | (24,877 | ) | 466,750 | ||||||||||
Patents | 5 | 224,985 | 1,148 | 226,133 | |||||||||||
Corporate brands | 14 | 40,683 | (397 | ) | 40,286 | ||||||||||
Total identifiable intangible assets acquired | 9 | $ | 1,390,724 | $ | (21,843 | ) | $ | 1,368,881 | |||||||
(h) | The significant components of the acquired IPR&D assets relate to the development of dermatology products, such as Luliconazole, a new imidazole, antimycotic cream for the treatment of tinea cruris, pedis and corporis, and Metronidazole 1.3%, a topical antibiotic for the treatment of bacterial vaginosis ($136.9 million, in the aggregate), and the development of aesthetics programs ($22.9 million). A New Drug Application (“NDA”) for Luliconazole was submitted to the FDA on December 11, 2012. In November 2013, the FDA approved the NDA for Luliconazole, which triggered the commencement of amortization. A multi-period excess earnings methodology (income approach) was primarily used to determine the estimated fair values of the acquired IPR&D assets. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. Risk-adjusted discount rates of 10% - 11% were used to present value the projected cash flows. On April 30, 2013, the Company agreed to sell the worldwide rights in its Metronidazole 1.3% Vaginal Gel antibiotic development product, a topical antibiotic for the treatment of bacterial vaginosis, to Actavis Specialty Brands for approximately $55 million, which includes upfront and certain milestone payments, and minimum royalties for the first three years of commercialization. For further details, see note 27 titled “SUBSEQUENT EVENTS AND PENDING TRANSACTIONS”. | ||||||||||||||
(i) | Includes accounts payable, a liability for a supplemental executive retirement program, a liability for stock appreciation rights, deferred revenue, accrued liabilities, and reserves for sales returns, rebates, managed care and Medicaid. The supplemental executive retirement program was settled as of December 31, 2012. | ||||||||||||||
(j) | The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date | |||||||||||||||
1.375% Convertible Senior Notes(1) | $ | 546,668 | |||||||||||||
2.50% Contingent Convertible Senior Notes(1) | 231,111 | ||||||||||||||
1.50% Contingent Convertible Senior Notes(1) | 206 | ||||||||||||||
Total long-term debt assumed | $ | 777,985 | |||||||||||||
____________________________________ | |||||||||||||||
-1 | During the period from the acquisition date to December 31, 2013, the Company redeemed the 2.50% Contingent Convertible Senior Notes, the 1.50% Contingent Convertible Senior Notes and a portion of the 1.375% Convertible Senior Notes. For further details, see note 14 titled “LONG-TERM DEBT”. | ||||||||||||||
(k) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Medicis with those of the Company; | ||||||||||||||
• | the value of the continuing operations of Medicis’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Medicis’ assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Developed Markets segment. | |||||||||||||||
Schedule of estimated fair value of assets acquired and liabilities assumed | ' | ||||||||||||||
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
In-licensed products | 11 | $ | 633,429 | $ | 2,283 | $ | 635,712 | ||||||||
Product brands | 8 | 491,627 | (24,877 | ) | 466,750 | ||||||||||
Patents | 5 | 224,985 | 1,148 | 226,133 | |||||||||||
Corporate brands | 14 | 40,683 | (397 | ) | 40,286 | ||||||||||
Total identifiable intangible assets acquired | 9 | $ | 1,390,724 | $ | (21,843 | ) | $ | 1,368,881 | |||||||
Summary of fair value of long-term debt assumed | ' | ||||||||||||||
The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date | |||||||||||||||
1.375% Convertible Senior Notes(1) | $ | 546,668 | |||||||||||||
2.50% Contingent Convertible Senior Notes(1) | 231,111 | ||||||||||||||
1.50% Contingent Convertible Senior Notes(1) | 206 | ||||||||||||||
Total long-term debt assumed | $ | 777,985 | |||||||||||||
____________________________________ | |||||||||||||||
-1 | During the period from the acquisition date to December 31, 2013, the Company redeemed the 2.50% Contingent Convertible Senior Notes, the 1.50% Contingent Convertible Senior Notes and a portion of the 1.375% Convertible Senior Notes. For further details, see note 14 titled “LONG-TERM DEBT”. | ||||||||||||||
OraPharma | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Date | Adjustments(b) | December 31, 2012 | |||||||||||||
(as previously | (as adjusted)(a) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash | $ | 14,119 | $ | — | $ | 14,119 | |||||||||
Accounts receivable(c) | 10,348 | — | 10,348 | ||||||||||||
Inventories | 3,222 | (685 | ) | 2,537 | |||||||||||
Other current assets | 4,063 | 22 | 4,085 | ||||||||||||
Property and equipment | 8,181 | — | 8,181 | ||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(d) | 466,408 | (64,095 | ) | 402,313 | |||||||||||
Acquired IPR&D(e) | 15,464 | 13,151 | 28,615 | ||||||||||||
Other non-current assets | 1,862 | — | 1,862 | ||||||||||||
Current liabilities | (9,675 | ) | (395 | ) | (10,070 | ) | |||||||||
Long-term debt, including current portion(f) | (37,868 | ) | — | (37,868 | ) | ||||||||||
Deferred income taxes, net | (173,907 | ) | 18,386 | (155,521 | ) | ||||||||||
Other non-current liabilities | (158 | ) | — | (158 | ) | ||||||||||
Total identifiable net assets | 302,059 | (33,616 | ) | 268,443 | |||||||||||
Goodwill(g) | 86,802 | 33,255 | 120,057 | ||||||||||||
Total fair value of consideration transferred | $ | 388,861 | $ | (361 | ) | $ | 388,500 | ||||||||
______________________ | |||||||||||||||
(a) | As previously reported in the 2012 Form 10-K. The Company has not recognized any measurement period adjustments in 2013 to the amounts previously reported in the 2012 Form 10-K. | ||||||||||||||
(b) | The measurement period adjustments primarily reflect: (i) changes in the estimated fair value of the Arestin® product brand; (ii) the reclassification of intangible assets from product brands to IPR&D; (iii) a decrease in the total fair value of consideration transferred due to a working capital adjustment; and (iv) the tax impact of pre-tax measurement period adjustments. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | Both the fair value and gross contractual amount of trade accounts receivable acquired were $10.3 million, as the Company expects that the amount to be uncollectible is negligible. | ||||||||||||||
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2012 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brand | 12 | $ | 446,958 | $ | (62,450 | ) | $ | 384,508 | |||||||
Corporate brand | 15 | 19,450 | (1,645 | ) | 17,805 | ||||||||||
Total identifiable intangible assets acquired | 12 | $ | 466,408 | $ | (64,095 | ) | $ | 402,313 | |||||||
(e) | The IPR&D assets primarily relate to the development of Arestin® ER, which is indicated for oral hygiene use and Arestin® Peri-Implantitis, which is indicated for anti-inflammatory and anti-bacterial use. | ||||||||||||||
(f) | Effective June 18, 2012, the Company terminated the credit facility agreement, repaid the assumed debt outstanding and cancelled the undrawn credit facilities. | ||||||||||||||
(g) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of OraPharma with those of the Company; | ||||||||||||||
• | the value of the continuing operations of OraPharma’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, OraPharma’s assembled workforce). | ||||||||||||||
The amount of goodwill has been allocated to the Company’s Developed Markets segment. | |||||||||||||||
Summary of amounts and useful lives assigned to identifiable intangible assets | ' | ||||||||||||||
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2012 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brand | 12 | $ | 446,958 | $ | (62,450 | ) | $ | 384,508 | |||||||
Corporate brand | 15 | 19,450 | (1,645 | ) | 17,805 | ||||||||||
Total identifiable intangible assets acquired | 12 | $ | 466,408 | $ | (64,095 | ) | $ | 402,313 | |||||||
2012 Other Business Combinations | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the other business combinations, in the aggregate, as of the acquisition dates. | |||||||||||||||
Amounts | Measurement | Amounts | |||||||||||||
Recognized as of | Period | Recognized as of | |||||||||||||
Acquisition Dates | Adjustments(b) | 31-Dec-13 | |||||||||||||
(as previously | (as adjusted) | ||||||||||||||
reported)(a) | |||||||||||||||
Cash and cash equivalents | $ | 7,255 | $ | (258 | ) | $ | 6,997 | ||||||||
Accounts receivable(c) | 29,846 | (17 | ) | 29,829 | |||||||||||
Assets held for sale(d) | 15,566 | — | 15,566 | ||||||||||||
Inventories | 64,819 | (8,091 | ) | 56,728 | |||||||||||
Other current assets | 2,524 | — | 2,524 | ||||||||||||
Property, plant and equipment | 9,027 | — | 9,027 | ||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(e) | 666,619 | 1,527 | 668,146 | ||||||||||||
Acquired IPR&D | 1,234 | — | 1,234 | ||||||||||||
Indemnification assets(f) | 27,901 | — | 27,901 | ||||||||||||
Other non-current assets | 21 | — | 21 | ||||||||||||
Current liabilities | (32,146 | ) | (350 | ) | (32,496 | ) | |||||||||
Long-term debt | (920 | ) | — | (920 | ) | ||||||||||
Liability for uncertain tax position | (6,682 | ) | 6,682 | — | |||||||||||
Other non-current liabilities(f) | (28,523 | ) | — | (28,523 | ) | ||||||||||
Deferred income taxes, net | (10,933 | ) | 373 | (10,560 | ) | ||||||||||
Total identifiable net assets | 745,608 | (134 | ) | 745,474 | |||||||||||
Goodwill(g) | 70,600 | (8,587 | ) | 62,013 | |||||||||||
Total fair value of consideration transferred | $ | 816,208 | $ | (8,721 | ) | $ | 807,487 | ||||||||
________________________ | |||||||||||||||
(a) | As previously reported in the 2012 Form 10-K. | ||||||||||||||
(b) | The measurement period adjustments primarily relate to the Probiotica acquisition and primarily reflect: (i) the elimination of the liability for uncertain tax positions; (ii) the changes in the estimated fair value of the corporate brand intangible asset; and (iii) a decrease in the total fair value of consideration transferred due to a working capital adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||||||||||
(c) | The fair value of trade accounts receivable acquired was $29.8 million, with the gross contractual amount being $31.1 million, of which the Company expects that $1.3 million will be uncollectible. | ||||||||||||||
(d) | Assets held for sale relate to a product brand acquired in the Atlantis acquisition. Subsequent to that acquisition, the plan of sale changed, and the Company no longer intends to sell the asset. Consequently, the product brand was not classified as an asset held for sale as of December 31, 2012. | ||||||||||||||
(e) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brands | 10 | $ | 456,720 | $ | (1,325 | ) | $ | 455,395 | |||||||
Corporate brands | 12 | 31,934 | 3,725 | 35,659 | |||||||||||
Product rights | 10 | 109,274 | (873 | ) | 108,401 | ||||||||||
Royalty agreement | 9 | 36,277 | — | 36,277 | |||||||||||
Partner relationships | 5 | 32,414 | — | 32,414 | |||||||||||
Total identifiable intangible assets acquired | 10 | $ | 666,619 | $ | 1,527 | $ | 668,146 | ||||||||
(f) | Other non-current liabilities, and the corresponding indemnification assets, primarily relate to certain asserted and unasserted claims against Probiotica, which include potential tax-related obligations that existed at the acquisition date. The Company is indemnified by the sellers in accordance with indemnification provisions under its contractual arrangements. Indemnification assets and contingent liabilities were recorded at the same amount and classified in the same manner, as components of the purchase price, representing our best estimates of these amounts at the acquisition date, in accordance with guidance for loss contingencies and uncertain tax positions. Under the Company’s contractual arrangement with Probiotica, there is no limitation on the amount or value of indemnity claims that can be made by the Company; however there is a time restriction of either two or five years, depending on the nature of the claim. Approximately $12.9 million (R$22.5 million) of the purchase price for the Probiotica transaction from the date of acquisition had been placed in escrow in accordance with the indemnification provisions, of which 50% was released to the sellers in February 2013. The Company expects the total amount of such indemnification assets to be collectible from the sellers. | ||||||||||||||
(g) | The goodwill relates primarily to the Probiotica acquisition. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company expects that the Probiotica’s goodwill will be deductible for tax purposes. The goodwill recorded from the J&J ROW, J&J North America, QLT, University Medical, Atlantis and Gerot Lannach acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. Probiotica’s goodwill recorded represents the following: | ||||||||||||||
• | the Company’s expectation to develop and market new product brands and product lines in the future; | ||||||||||||||
• | the value associated with the Company’s ability to develop relationships with new customers; | ||||||||||||||
• | the value of the continuing operations of Probiotica’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Probiotica’s assembled workforce). | ||||||||||||||
The amount of the goodwill from the J&J North America, QLT and University Medical acquisitions has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the J&J ROW, Probiotica, Atlantis and Gerot Lannach acquisitions has been allocated to the Company’s Emerging Markets segment. | |||||||||||||||
Summary of amounts and useful lives assigned to identifiable intangible assets | ' | ||||||||||||||
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | Measurement | Amounts | ||||||||||||
Average | Recognized as of | Period | Recognized as of | ||||||||||||
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 | ||||||||||||
(Years) | (as previously | (as adjusted) | |||||||||||||
reported) | |||||||||||||||
Product brands | 10 | $ | 456,720 | $ | (1,325 | ) | $ | 455,395 | |||||||
Corporate brands | 12 | 31,934 | 3,725 | 35,659 | |||||||||||
Product rights | 10 | 109,274 | (873 | ) | 108,401 | ||||||||||
Royalty agreement | 9 | 36,277 | — | 36,277 | |||||||||||
Partner relationships | 5 | 32,414 | — | 32,414 | |||||||||||
Total identifiable intangible assets acquired | 10 | $ | 666,619 | $ | 1,527 | $ | 668,146 | ||||||||
iNova | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Cash and cash equivalents | $ | 8,792 | |||||||||||||
Accounts receivable(b) | 30,525 | ||||||||||||||
Inventories | 41,987 | ||||||||||||||
Property, plant and equipment(c) | 14,508 | ||||||||||||||
Identifiable intangible assets(d) | 421,762 | ||||||||||||||
Deferred income taxes, net | 15,893 | ||||||||||||||
Current liabilities | (34,213 | ) | |||||||||||||
Total identifiable net assets | 499,254 | ||||||||||||||
Goodwill(e) | 201,927 | ||||||||||||||
Total fair value of consideration transferred | $ | 701,181 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $30.5 million, with the gross contractual amount being $31.5 million, of which the Company expects that $1.0 million will be uncollectible. | ||||||||||||||
(c) | Property, plant and equipment includes a manufacturing facility, included in the Developed Markets segment, which was subsequently sold during the third quarter of 2012 for $10.2 million, which equaled its carrying amount. | ||||||||||||||
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 8 | $ | 416,064 | ||||||||||||
Corporate brands | 4 | 5,698 | |||||||||||||
Total identifiable intangible assets acquired | 8 | $ | 421,762 | ||||||||||||
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of iNova with those of the Company; | ||||||||||||||
• | the value of the continuing operations of iNova’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, iNova’s assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Developed Markets segment ($119.5 million) and the Company’s Emerging Markets segment ($82.4 million). | |||||||||||||||
Schedule of estimated fair value of assets acquired and liabilities assumed | ' | ||||||||||||||
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 8 | $ | 416,064 | ||||||||||||
Corporate brands | 4 | 5,698 | |||||||||||||
Total identifiable intangible assets acquired | 8 | $ | 421,762 | ||||||||||||
Dermik | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. | |||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Inventories | $ | 28,568 | |||||||||||||
Property, plant and equipment | 39,581 | ||||||||||||||
Identifiable intangible assets(b) | 343,649 | ||||||||||||||
Deferred tax liability | (1,262 | ) | |||||||||||||
Total identifiable net assets | 410,536 | ||||||||||||||
Goodwill(c) | 11,076 | ||||||||||||||
Total fair value of consideration transferred | $ | 421,612 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 9 | $ | 294,288 | ||||||||||||
Product rights | 5 | 34,084 | |||||||||||||
Manufacturing agreement | 5 | 15,277 | |||||||||||||
Total identifiable intangible assets acquired | 9 | $ | 343,649 | ||||||||||||
(c) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company expects that $6.4 million of the goodwill will be deductible for tax purposes in Canada. The goodwill recorded represents primarily the value of Dermik’s assembled workforce. The goodwill has been allocated to the Company’s Developed Markets segment. | ||||||||||||||
Summary of amounts and useful lives assigned to identifiable intangible assets | ' | ||||||||||||||
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 9 | $ | 294,288 | ||||||||||||
Product rights | 5 | 34,084 | |||||||||||||
Manufacturing agreement | 5 | 15,277 | |||||||||||||
Total identifiable intangible assets acquired | 9 | $ | 343,649 | ||||||||||||
Ortho Dermatologics | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of estimated fair value of assets acquired and liabilities assumed | ' | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Inventories | $ | 6,169 | |||||||||||||
Property, plant and equipment | 206 | ||||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(b) | 333,599 | ||||||||||||||
Acquired IPR&D(c) | 4,318 | ||||||||||||||
Deferred tax liability | (1,690 | ) | |||||||||||||
Total identifiable net assets | 342,602 | ||||||||||||||
Goodwill(d) | 2,592 | ||||||||||||||
Total fair value of consideration transferred | $ | 345,194 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The identifiable intangible assets acquired relate to product brands intangible assets with an estimated weighted-average useful life of approximately nine years. | ||||||||||||||
(c) | The acquired IPR&D asset relates to the development of the MC5 program, a topical treatment for acne vulgaris. In the second quarter of 2012, the Company terminated the MC5 program and recognized a charge of $4.3 million to write off the related IPR&D asset. This charge was recognized as In-process research and development impairments and other charges in the Company’s consolidated statements of (loss) income. | ||||||||||||||
(d) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations of Ortho Dermatologics with those of the Company. The goodwill has been allocated to the Company’s Developed Markets segment. | ||||||||||||||
Afexa | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2012 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Cash | $ | 1,558 | |||||||||||||
Accounts receivable(b) | 7,912 | ||||||||||||||
Inventories | 22,489 | ||||||||||||||
Other current assets | 5,406 | ||||||||||||||
Property and equipment | 8,766 | ||||||||||||||
Identifiable intangible assets(c) | 74,730 | ||||||||||||||
Current liabilities | (18,104 | ) | |||||||||||||
Deferred income taxes, net | (19,071 | ) | |||||||||||||
Other non-current liabilities | (1,138 | ) | |||||||||||||
Total identifiable net assets | 82,548 | ||||||||||||||
Goodwill(d) | 8,982 | ||||||||||||||
Total fair value of consideration transferred | $ | 91,530 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | Both the fair value and gross contractual amount of trade accounts receivable acquired were $7.9 million, as the Company expects that the amount to be uncollectible is negligible. | ||||||||||||||
(c) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 11 | $ | 59,344 | ||||||||||||
Patented technology | 7 | 15,386 | |||||||||||||
Total identifiable intangible assets acquired | 10 | $ | 74,730 | ||||||||||||
(d) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Afexa with those of the Company; and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Afexa’s assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Developed Markets segment. | |||||||||||||||
Summary of amounts and useful lives assigned to identifiable intangible assets | ' | ||||||||||||||
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2012 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Product brands | 11 | $ | 59,344 | ||||||||||||
Patented technology | 7 | 15,386 | |||||||||||||
Total identifiable intangible assets acquired | 10 | $ | 74,730 | ||||||||||||
Sanitas | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
Acquisition Date(a) | |||||||||||||||
Cash and cash equivalents | $ | 5,607 | |||||||||||||
Accounts receivable(b) | 25,645 | ||||||||||||||
Inventories | 22,010 | ||||||||||||||
Other current assets | 3,166 | ||||||||||||||
Property, plant and equipment | 83,288 | ||||||||||||||
Identifiable intangible assets, excluding acquired IPR&D(c) | 247,127 | ||||||||||||||
Acquired IPR&D | 747 | ||||||||||||||
Other non-current assets | 2,662 | ||||||||||||||
Current liabilities | (30,428 | ) | |||||||||||||
Long-term debt, including current portion(d) | (67,134 | ) | |||||||||||||
Deferred income taxes, net | (43,269 | ) | |||||||||||||
Other non-current liabilities | (6,049 | ) | |||||||||||||
Total identifiable net assets | 243,372 | ||||||||||||||
Goodwill(e) | 204,791 | ||||||||||||||
Total fair value of consideration transferred | $ | 448,163 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | As previously reported in the 2011 Form 10-K. The Company has not recognized any measurement period adjustments to the amounts previously reported in the 2011 Form 10-K. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $25.6 million, with the gross contractual amount being $27.8 million, of which the Company expects that $2.2 million will be uncollectible. | ||||||||||||||
(c) | The following table summarizes the mounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | Acquisition Date | ||||||||||||||
(Years) | |||||||||||||||
Product brands | 7 | $ | 164,823 | ||||||||||||
Product rights | 7 | 43,027 | |||||||||||||
Corporate brands | 15 | 25,227 | |||||||||||||
Partner relationships | 7 | 14,050 | |||||||||||||
Total identifiable intangible assets acquired | 8 | $ | 247,127 | ||||||||||||
(d) | Effective December 1, 2011, Sanitas terminated its Facility Agreement and Revolving Credit Line Agreement, repaid the amounts outstanding under its credit facilities and cancelled the undrawn credit facilities. | ||||||||||||||
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Sanitas with those of the Company; | ||||||||||||||
• | the value of the continuing operations of Sanitas’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, Sanitas’ assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Emerging Markets segment. | |||||||||||||||
Summary of amounts and useful lives assigned to identifiable intangible assets | ' | ||||||||||||||
The following table summarizes the mounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | Acquisition Date | ||||||||||||||
(Years) | |||||||||||||||
Product brands | 7 | $ | 164,823 | ||||||||||||
Product rights | 7 | 43,027 | |||||||||||||
Corporate brands | 15 | 25,227 | |||||||||||||
Partner relationships | 7 | 14,050 | |||||||||||||
Total identifiable intangible assets acquired | 8 | $ | 247,127 | ||||||||||||
PharmaSwiss | ' | ||||||||||||||
Business Combinations | ' | ||||||||||||||
Schedule of acquisitions | ' | ||||||||||||||
Amounts | |||||||||||||||
Recognized as of | |||||||||||||||
December 31, 2011 | |||||||||||||||
(as adjusted)(a) | |||||||||||||||
Cash and cash equivalents | $ | 43,940 | |||||||||||||
Accounts receivable(b) | 61,629 | ||||||||||||||
Inventories(c) | 70,319 | ||||||||||||||
Other current assets | 14,429 | ||||||||||||||
Property, plant and equipment | 9,737 | ||||||||||||||
Identifiable intangible assets(d) | 209,240 | ||||||||||||||
Other non-current assets | 3,122 | ||||||||||||||
Current liabilities | (46,040 | ) | |||||||||||||
Deferred income taxes, net | (6,608 | ) | |||||||||||||
Other non-current liabilities | (720 | ) | |||||||||||||
Total identifiable net assets | 359,048 | ||||||||||||||
Goodwill(e) | 159,660 | ||||||||||||||
Total fair value of consideration transferred | $ | 518,708 | |||||||||||||
____________________________________ | |||||||||||||||
(a) | Includes amounts recognized as of December 31, 2011, as previously reported in the 2011 Form 10-K. The measurement period adjustments in 2011 were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | ||||||||||||||
(b) | The fair value of trade accounts receivable acquired was $61.6 million, with the gross contractual amount being $66.8 million, of which the Company expects that $5.2 million will be uncollectible. | ||||||||||||||
(c) | Includes $18.2 million to record PharmaSwiss inventory at its estimated fair value. | ||||||||||||||
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | ||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2011 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Partner relationships(1) | 7 | $ | 130,183 | ||||||||||||
Product brands | 9 | 79,057 | |||||||||||||
Total identifiable intangible assets acquired | 7 | $ | 209,240 | ||||||||||||
____________________________________ | |||||||||||||||
-1 | The partner relationships intangible asset represents the value of existing arrangements with various pharmaceutical and biotech companies, for whom PharmaSwiss provides regulatory, compliance, sales, marketing and distribution functions. | ||||||||||||||
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | ||||||||||||||
• | cost savings, operating synergies and other benefits expected to result from combining the operations of PharmaSwiss with those of the Company; | ||||||||||||||
• | the value of the going-concern element of PharmaSwiss existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | ||||||||||||||
• | intangible assets that do not qualify for separate recognition (for instance, PharmaSwiss assembled workforce). | ||||||||||||||
The goodwill has been allocated to the Company’s Emerging Markets segment. | |||||||||||||||
Summary of amounts and useful lives assigned to identifiable intangible assets | ' | ||||||||||||||
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | |||||||||||||||
Weighted- | Amounts | ||||||||||||||
Average | Recognized as of | ||||||||||||||
Useful Lives | December 31, 2011 | ||||||||||||||
(Years) | (as adjusted) | ||||||||||||||
Partner relationships(1) | 7 | $ | 130,183 | ||||||||||||
Product brands | 9 | 79,057 | |||||||||||||
Total identifiable intangible assets acquired | 7 | $ | 209,240 | ||||||||||||
RESTRUCTURING_INTEGRATION_AND_1
RESTRUCTURING, INTEGRATION AND OTHER CHARGES (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||||||
Schedule of major components of Medicis acquisition-related costs incurred | ' | ||||||||||||||||||||
The following table summarizes the major components of restructuring costs incurred in connection with B&L Acquisition-related initiatives through December 31, 2013: | |||||||||||||||||||||
Employee Termination Costs | IPR&D | Contract | |||||||||||||||||||
Termination | Termination, | ||||||||||||||||||||
Costs | Facility Closure | ||||||||||||||||||||
Severance and | Share-Based | and Other Costs | Total | ||||||||||||||||||
Related Benefits | Compensation(1) | ||||||||||||||||||||
Balance, January 1, 2013 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Costs incurred and/or charged to expense | 155,734 | 52,798 | — | 25,528 | 234,060 | ||||||||||||||||
Cash payments | (77,774 | ) | (52,798 | ) | — | (7,760 | ) | (138,332 | ) | ||||||||||||
Non-cash adjustments | 11,366 | — | — | (6,791 | ) | 4,575 | |||||||||||||||
Balance, December 31, 2013 | $ | 89,326 | $ | — | $ | — | $ | 10,977 | $ | 100,303 | |||||||||||
___________________________________ | |||||||||||||||||||||
-1 | Relates to B&L’s previously cancelled performance-based options and the acceleration of unvested stock options for B&L employees as a result of the B&L Acquisition. | ||||||||||||||||||||
Schedule of major components of costs incurred and a reconciliation of the liability balance | ' | ||||||||||||||||||||
The following table summarizes the major components of costs incurred in connection with Merger-related initiatives through December 31, 2012: | |||||||||||||||||||||
Employee Termination Costs | IPR&D | Contract | |||||||||||||||||||
Termination | Termination, | ||||||||||||||||||||
Costs | Facility Closure | ||||||||||||||||||||
Severance and | Share-Based | and Other Costs | Total | ||||||||||||||||||
Related Benefits | Compensation | ||||||||||||||||||||
Balance, January 1, 2010 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Costs incurred and charged to expense | 58,727 | 49,482 | 13,750 | 12,862 | 134,821 | ||||||||||||||||
Cash payments | (33,938 | ) | — | (13,750 | ) | (8,755 | ) | (56,443 | ) | ||||||||||||
Non-cash adjustments | — | (49,482 | ) | — | (2,437 | ) | (51,919 | ) | |||||||||||||
Balance, December 31, 2010 | 24,789 | — | — | 1,670 | 26,459 | ||||||||||||||||
Costs incurred and charged to expense | 14,548 | 3,455 | — | 28,938 | 46,941 | ||||||||||||||||
Cash payments | (38,168 | ) | (2,033 | ) | — | (15,381 | ) | (55,582 | ) | ||||||||||||
Non-cash adjustments | 989 | (741 | ) | — | (4,913 | ) | (4,665 | ) | |||||||||||||
Balance, December 31, 2011 | 2,158 | 681 | — | 10,314 | 13,153 | ||||||||||||||||
Costs incurred and charged to expense | 1,654 | — | — | 12,769 | 14,423 | ||||||||||||||||
Cash payments | (3,873 | ) | — | — | (22,767 | ) | (26,640 | ) | |||||||||||||
Non-cash adjustments | 268 | (681 | ) | — | 227 | (186 | ) | ||||||||||||||
Balance, December 31, 2012(1) | $ | 207 | $ | — | $ | — | $ | 543 | $ | 750 | |||||||||||
____________________________________ | |||||||||||||||||||||
-1 | The outstanding restructuring costs as of December 31, 2012 were paid in 2013. The Company has not recognized any restructuring charges in 2013 with respect to the Merger. | ||||||||||||||||||||
The following table summarizes the major components of restructuring costs incurred in connection with Medicis Acquisition-related initiatives through December 31, 2013: | |||||||||||||||||||||
Employee Termination Costs | IPR&D | Contract | |||||||||||||||||||
Termination | Termination, | ||||||||||||||||||||
Costs | Facility Closure | ||||||||||||||||||||
Severance and | Share-Based | and Other Costs | Total | ||||||||||||||||||
Related Benefits | Compensation(1) | ||||||||||||||||||||
Balance, January 1, 2012 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Costs incurred and/or charged to expense | 85,253 | 77,329 | — | 370 | 162,952 | ||||||||||||||||
Cash payments | (77,975 | ) | (77,329 | ) | — | (5 | ) | (155,309 | ) | ||||||||||||
Non-cash adjustments | 4,073 | — | — | (162 | ) | 3,911 | |||||||||||||||
Balance, December 31, 2012 | 11,351 | — | — | 203 | 11,554 | ||||||||||||||||
Costs incurred and/or charged to expense | 20,039 | — | — | 3,550 | 23,589 | ||||||||||||||||
Cash payments | (31,409 | ) | — | — | (3,575 | ) | (34,984 | ) | |||||||||||||
Non-cash adjustments | 275 | — | — | (178 | ) | 97 | |||||||||||||||
Balance, December 31, 2013 | $ | 256 | $ | — | $ | — | $ | — | $ | 256 | |||||||||||
____________________________________ | |||||||||||||||||||||
-1 | Relates to the acceleration of unvested stock options, restricted stock awards, and share appreciation rights for Medicis employees that was triggered by the change in control. |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of components and classification of financial assets and liabilities measured at fair value | ' | ||||||||||||||||||||||||||||||||
The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value as of December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Carrying | Quoted | Significant | Significant | Carrying | Quoted | Significant | Significant | ||||||||||||||||||||||||||
Value | Prices | Other | Unobservable | Value | Prices | Other | Unobservable | ||||||||||||||||||||||||||
in Active | Observable | Inputs | in Active | Observable | Inputs | ||||||||||||||||||||||||||||
Markets | Inputs | (Level 3) | Markets | Inputs | (Level 3) | ||||||||||||||||||||||||||||
for | (Level 2) | for | (Level 2) | ||||||||||||||||||||||||||||||
Identical | Identical | ||||||||||||||||||||||||||||||||
Assets | Assets | ||||||||||||||||||||||||||||||||
(Level 1) | (Level 1) | ||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||
Money market funds | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 306,604 | $ | 306,604 | $ | — | $ | — | |||||||||||||||||
Available-for-sale equity securities | — | — | — | — | 4,410 | 4,410 | — | — | |||||||||||||||||||||||||
Available-for-sale debt securities: | |||||||||||||||||||||||||||||||||
Auction rate floating securities | — | — | — | — | 7,167 | — | — | 7,167 | |||||||||||||||||||||||||
Total financial assets | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 318,181 | $ | 311,014 | $ | — | $ | 7,167 | |||||||||||||||||
Cash equivalents | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 306,604 | $ | 306,604 | $ | — | $ | — | |||||||||||||||||
Marketable securities | — | — | — | — | 11,577 | 4,410 | — | 7,167 | |||||||||||||||||||||||||
Total financial assets | $ | 171,339 | $ | 171,339 | $ | — | $ | — | $ | 318,181 | $ | 311,014 | $ | — | $ | 7,167 | |||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||||
Acquisition-related contingent consideration | $ | (355,765 | ) | $ | — | $ | — | $ | (355,765 | ) | $ | (455,082 | ) | $ | — | $ | — | $ | (455,082 | ) | |||||||||||||
Schedule of reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) | ' | ||||||||||||||||||||||||||||||||
The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Balance, beginning of year | $ | (455,082 | ) | $ | (420,084 | ) | |||||||||||||||||||||||||||
Total unrealized gains: | |||||||||||||||||||||||||||||||||
Included in net (loss) income: | |||||||||||||||||||||||||||||||||
Arising during the year(1) | 29,259 | 5,266 | |||||||||||||||||||||||||||||||
Reclassification from other comprehensive income (loss) | — | — | |||||||||||||||||||||||||||||||
Included in other comprehensive income (loss): | |||||||||||||||||||||||||||||||||
Arising during the year | 4,938 | (784 | ) | ||||||||||||||||||||||||||||||
Acquisition-related contingent consideration: | |||||||||||||||||||||||||||||||||
Issuances(2) | (76,064 | ) | (145,728 | ) | |||||||||||||||||||||||||||||
Payments(3) | 141,184 | 106,248 | |||||||||||||||||||||||||||||||
Balance, end of year | $ | (355,765 | ) | $ | (455,082 | ) | |||||||||||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||||||||||
-1 | For the year ended December 31, 2013, a net gain of $29.3 million was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. The acquisition-related contingent consideration net gain was primarily driven by a net gain related to the Elidel®/Xerese®/Zovirax® agreement entered into with Meda in June 2011 (the “Elidel®/Xerese®/Zovirax® agreement”). In April 2013, Mylan Inc. launched a generic Zovirax® ointment, which was earlier than we previously anticipated. Also, in April 2013, we entered into an agreement with Actavis to launch the authorized generic ointment for Zovirax®. Refer to note 5 titled “COLLABORATION AGREEMENTS” for further information regarding the agreement with Actavis. As a result of analysis in the third quarter of 2013 of performance trends since the generic entrant, the Company adjusted the projected revenue forecast, resulting in an acquisition-related contingent consideration net gain of $20.0 million in the year ended December 31, 2013. Also contributing to the acquisition-related contingent consideration net gain was a net gain of $6.9 million which resulted from the termination, in the third quarter of 2013, of the A007 (Lacrisert®) development program acquired by Valeant as part of Aton Pharma, Inc. (“Aton”) acquisition in May 2010, which impacted the probability associated with potential milestone payments. The termination of this program also resulted in an IPR&D impairment charge in the third quarter of 2013, as described in note 12 titled “INTANGIBLE ASSETS AND GOODWILL”. | ||||||||||||||||||||||||||||||||
For the year ended December 31, 2012, a net gain of $5.3 million was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. The Acquisition-related contingent consideration net gain was primarily driven by (i) a net gain of $10.3 million related to the iNova acquisition, primarily due to changes in the estimated probability of achieving the milestones, partially offset by (ii) a net loss of $6.5 million related to the Elidel®/Xerese®/Zovirax® agreement, primarily driven by fair value adjustments to reflect accretion for the time value of money, partially offset by changes in the projected revenue forecast. | |||||||||||||||||||||||||||||||||
-2 | Relates to the 2013 acquisitions, primarily the Eisai acquisition and other smaller acquisitions, and the 2012 acquisitions, primarily the OraPharma, Gerot Lannach, QLT, and Atlantis acquisitions, as described in note 3 titled “BUSINESS COMBINATIONS”. | ||||||||||||||||||||||||||||||||
-3 | Relates primarily to payments of acquisition-related contingent consideration related to the Elidel®/Xerese®/Zovirax® agreement and the OraPharma and the Gerot Lannach acquisitions. See note 3 titled “BUSINESS COMBINATIONS”. |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||||||||||||||||||
Summary of estimated fair values of financial instruments | ' | ||||||||||||||||||||||||||||||||
The following table summarizes the estimated fair values of the Company’s financial instruments as of December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||||||||||||||||||
Value | Value | Value | Value | ||||||||||||||||||||||||||||||
Cash equivalents | $ | 171,339 | $ | 171,339 | $ | 306,604 | $ | 306,604 | |||||||||||||||||||||||||
Marketable securities(1) | — | — | 11,577 | 11,577 | |||||||||||||||||||||||||||||
Long-term debt (as described in note 14)(2) | (17,367,702 | ) | (18,375,289 | ) | (11,015,625 | ) | (11,691,338 | ) | |||||||||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||||||||||
-1 | Marketable securities are classified within Prepaid expenses and other current assets and Other long-term assets, net in the consolidated balance sheets. | ||||||||||||||||||||||||||||||||
-2 | Fair value measurement of long-term debt was estimated using the quoted market prices for the Company’s debt issuances. | ||||||||||||||||||||||||||||||||
Summary of marketable securities by major security type | ' | ||||||||||||||||||||||||||||||||
The following table summarizes the Company’s marketable securities by major security type as of December 31, 2013 and 2012: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Cost | Fair | Gross Unrealized | Cost | Fair | Gross Unrealized | ||||||||||||||||||||||||||||
Basis | Value | Gains | Losses | Basis | Value | Gains | Losses | ||||||||||||||||||||||||||
Auction rate floating securities | $ | — | $ | — | $ | — | $ | — | $ | 7,166 | $ | 7,167 | $ | 1 | $ | — | |||||||||||||||||
Equity securities | — | — | — | — | 4,031 | 4,410 | 379 | — | |||||||||||||||||||||||||
$ | — | $ | — | $ | — | $ | — | $ | 11,197 | $ | 11,577 | $ | 380 | $ | — | ||||||||||||||||||
ACCOUNTS_RECEIVABLE_Tables
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Schedule of accounts receivable | ' | ||||||||
The components of accounts receivable as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Trade | $ | 1,704,015 | $ | 781,954 | |||||
Less allowance for doubtful accounts | (27,676 | ) | (12,485 | ) | |||||
1,676,339 | 769,469 | ||||||||
Royalties | 21,145 | 15,606 | |||||||
Other | 117,285 | 128,760 | |||||||
$ | 1,814,769 | $ | 913,835 | ||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of the components of inventories | ' | ||||||||
The components of inventories as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 221,762 | $ | 120,885 | |||||
Work in process | 104,744 | 60,384 | |||||||
Finished goods | 656,305 | 406,018 | |||||||
982,811 | 587,287 | ||||||||
Less allowance for obsolescence | (99,845 | ) | (56,031 | ) | |||||
$ | 882,966 | $ | 531,256 | ||||||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of property, plant and equipment | ' | ||||||||
The major components of property, plant and equipment as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Land | $ | 76,940 | $ | 42,920 | |||||
Buildings | 607,056 | 220,039 | |||||||
Machinery and equipment | 1,062,746 | 262,226 | |||||||
Other equipment and leasehold improvements | 108,227 | 55,207 | |||||||
Equipment on operating lease | 28,566 | — | |||||||
Construction in progress | 189,543 | 55,840 | |||||||
2,073,078 | 636,232 | ||||||||
Less accumulated depreciation | (838,842 | ) | (173,508 | ) | |||||
$ | 1,234,236 | $ | 462,724 | ||||||
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Schedule of components of intangible assets | ' | |||||||||||||||||||||||||
The major components of intangible assets as of December 31, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||
Weighted- | 2013 | 2012 | ||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Useful | ||||||||||||||||||||||||||
Lives | ||||||||||||||||||||||||||
(Years) | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization, | Carrying | Carrying | Amortization, | Carrying | |||||||||||||||||||||
Amount | Including | Amount | Amount | Including | Amount | |||||||||||||||||||||
Impairments | Impairments | |||||||||||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||||||||||||
Product brands | 9 | $ | 10,554,160 | $ | (2,729,118 | ) | $ | 7,825,042 | $ | 7,968,318 | $ | (1,345,367 | ) | $ | 6,622,951 | |||||||||||
Corporate brands | 15 | 365,617 | (44,372 | ) | 321,245 | 284,287 | (25,336 | ) | 258,951 | |||||||||||||||||
Product rights | 8 | 3,020,996 | (876,877 | ) | 2,144,119 | 2,110,350 | (525,186 | ) | 1,585,164 | |||||||||||||||||
Partner relationships | 4 | 194,035 | (83,221 | ) | 110,814 | 187,012 | (44,230 | ) | 142,782 | |||||||||||||||||
Out-licensed technology and other | 6 | 263,911 | (93,820 | ) | 170,091 | 209,452 | (57,507 | ) | 151,945 | |||||||||||||||||
Total finite-lived intangible assets(1) | 9 | 14,398,719 | (3,827,408 | ) | 10,571,311 | 10,759,419 | (1,997,626 | ) | 8,761,793 | |||||||||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
Acquired IPR&D(2) | NA | 579,311 | — | 579,311 | 546,876 | — | 546,876 | |||||||||||||||||||
Corporate brand(3) | NA | 1,697,538 | — | 1,697,538 | — | — | — | |||||||||||||||||||
$ | 16,675,568 | $ | (3,827,408 | ) | $ | 12,848,160 | $ | 11,306,295 | $ | (1,997,626 | ) | $ | 9,308,669 | |||||||||||||
____________________________________ | ||||||||||||||||||||||||||
-1 | In the third quarter of 2013, the Company recognized an impairment charge of $551.6 million related to ezogabine/retigabine (immediate-release formulation) which is co-developed and marketed under a collaboration agreement with GSK. For further information regarding this asset impairment charge, see note 7 titled “FAIR VALUE MEASUREMENTS”. | |||||||||||||||||||||||||
In addition, in the third quarter of 2013, the Company recognized a write-off of $10.0 million related to certain OTC skincare products in the U.S. (included in the Company’s Developed Markets segment) due to the discontinuation of the products. The Company does not believe these programs have value to a market participant. | ||||||||||||||||||||||||||
In the first quarter of 2013, the Company recognized a write-off of $22.2 million related to Opana®, a pain relief medication approved in Canada (included in the Company’s Developed Markets segment), due to production issues arising in the first quarter of 2013. These production issues resulted in higher spending projections and delayed commercialization timelines which, in turn, triggered the Company’s decision to suspend its launch plans. The Company does not believe this program has value to a market participant. | ||||||||||||||||||||||||||
These impairment charges were recognized in Amortization and impairments of finite-lived intangible assets in the consolidated statements of (loss) income. | ||||||||||||||||||||||||||
-2 | In the fourth quarter of 2013, the Company wrote-off (i) an IPR&D asset of $14.4 million related to the termination of the Mapracorat development program (included in both the Emerging Markets and Developed Markets segments), acquired by the Company as part of B&L Acquisition, resulting from analysis of Phase 3 study results and (ii) an IPR&D asset of $8.8 million related to a Xerese® life-cycle product (Developed Markets segment) due to assessment of market data and evaluation of development risk. The Company does not believe these programs have value to a market participant. | |||||||||||||||||||||||||
In the third quarter of 2013, the Company wrote off an IPR&D asset of $93.8 million relating to a modified-release formulation of ezogabine/retigabine. For further information regarding this write-off, see note 7 titled “FAIR VALUE MEASUREMENTS”. | ||||||||||||||||||||||||||
In addition, in the third quarter of 2013, the Company wrote-off IPR&D assets of $27.3 million, in the aggregate, due to the write-off of IPR&D assets acquired by Valeant as part of Aton acquisition in May 2010, mainly related to the termination of the A007 (Lacrisert®) development program (Developed Markets segment) in the third quarter of 2013. The Company does not believe these programs have value to a market participant. | ||||||||||||||||||||||||||
In the fourth quarter of 2012, the Company recognized an IPR&D impairment charge of $24.7 million related to a Xerese® life-cycle product (Developed Markets segment) due to higher projected development spend and revised timelines for potential commercialization. In the third quarter of 2012, the Company wrote off an IPR&D asset of $133.4 million, relating to the IDP-107 program (Developed Markets segment), which was acquired in September 2010 as part of the Merger. Through discussion with various internal and external Key Opinion Leaders, the Company completed its analysis of the Phase 2 study results for IDP-107 during the third quarter of 2012. This led to the Company’s decision in the third quarter of 2012 to terminate the program and fully impair the asset. As attempts to identify a partner for the program were not successful, the Company continues to not believe the program has value to a market participant. In addition, in the second quarter of 2012, the Company wrote off $4.3 million relating to the termination of the MC5 program (Developed Markets segment) acquired as part of the Ortho Dermatologics acquisition in 2011 described in note 3. | ||||||||||||||||||||||||||
The write offs of the IPR&D assets were recorded in In-process research and development impairments and other charges in the consolidated statements of (loss) income. | ||||||||||||||||||||||||||
In addition, a $12.0 million payment in the third quarter of 2012 to terminate a research and development commitment with a third party was included in In-process research and development impairments and other charges in the consolidated statements of (loss) income. | ||||||||||||||||||||||||||
For further information regarding asset impairment charges, see note 7 titled “FAIR VALUE MEASUREMENTS”. | ||||||||||||||||||||||||||
-3 | Represents the B&L corporate trademark, which has an indefinite useful life and is not amortizable. See note 3 “BUSINESS COMBINATIONS” for further information. | |||||||||||||||||||||||||
Schedule of amortization expense | ' | |||||||||||||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, amortization and impairments of finite-lived intangible assets were recorded as follows: | ||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||
Alliance and royalty revenue | $ | — | $ | — | $ | 1,072 | ||||||||||||||||||||
Cost of goods sold | — | 2,557 | 8,103 | |||||||||||||||||||||||
Amortization and impairments of finite-lived intangible assets | 1,901,977 | 928,885 | 557,814 | |||||||||||||||||||||||
$ | 1,901,977 | $ | 931,442 | $ | 566,989 | |||||||||||||||||||||
Schedule of estimated aggregate amortization expense for each of the five succeeding years | ' | |||||||||||||||||||||||||
Estimated aggregate amortization expense for each of the five succeeding years ending December 31 is as follows: | ||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||||||
Amortization expense(1) | $ | 1,406,660 | $ | 1,368,548 | $ | 1,278,275 | $ | 1,213,345 | $ | 1,088,496 | ||||||||||||||||
____________________________________ | ||||||||||||||||||||||||||
-1 | Estimated amortization expense shown in the table above does not include potential future impairments of finite-lived intangible assets, if any. | |||||||||||||||||||||||||
Schedule of changes in the carrying amount of goodwill | ' | |||||||||||||||||||||||||
The changes in the carrying amount of goodwill for years ended December 31, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||
Developed | Emerging | Total | ||||||||||||||||||||||||
Markets | Markets | |||||||||||||||||||||||||
Balance, December 31, 2011(1) | $ | 2,530,976 | $ | 1,050,536 | $ | 3,581,512 | ||||||||||||||||||||
Additions(2) | 1,466,684 | 49,908 | 1,516,592 | |||||||||||||||||||||||
Adjustments(3) | (14,631 | ) | — | (14,631 | ) | |||||||||||||||||||||
Foreign exchange and other(4) | 9,959 | 47,934 | 57,893 | |||||||||||||||||||||||
Balance, December 31, 2012(1) | 3,992,988 | 1,148,378 | 5,141,366 | |||||||||||||||||||||||
Additions(5) | 3,395,656 | 1,199,528 | 4,595,184 | |||||||||||||||||||||||
Adjustments(6) | 28,468 | (316 | ) | 28,152 | ||||||||||||||||||||||
Foreign exchange and other | 11,627 | (24,229 | ) | (12,602 | ) | |||||||||||||||||||||
Balance, December 31, 2013 | $ | 7,428,739 | $ | 2,323,361 | $ | 9,752,100 | ||||||||||||||||||||
____________________________________ | ||||||||||||||||||||||||||
-1 | Effective in the first quarter of 2013, the Company has two reportable segments: Developed Markets and Emerging Markets. Accordingly, the Company has restated prior period segment information to conform to the current period presentation. For further details, see note 26 titled “SEGMENT INFORMATION”. | |||||||||||||||||||||||||
-2 | Primarily relates to the Medicis, OraPharma, Probiotica and Gerot Lannach acquisitions (as described in note 3). | |||||||||||||||||||||||||
-3 | Primarily reflects the impact of measurement period adjustments related to the iNova, Dermik and Afexa acquisitions (as described in note 3). | |||||||||||||||||||||||||
-4 | Includes an impairment charge of $12.8 million related to the allocation of goodwill to the carrying amounts of certain suncare and skincare brands primarily sold in Australia, which were classified as held for sale as of December 31, 2012. Refer to note 7 titled “FAIR VALUE MEASUREMENTS”, for additional details regarding these impairment charges. | |||||||||||||||||||||||||
-5 | Primarily relates to the B&L, Obagi and Natur Produkt acquisitions (as described in note 3). | |||||||||||||||||||||||||
-6 | Primarily reflects the impact of measurement period adjustments related to the Medicis acquisition (as described in note 3). |
ACCRUED_AND_OTHER_CURRENT_LIAB1
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Liabilities, Current [Abstract] | ' | ||||||||
Schedule of accrued liabilities | ' | ||||||||
The major components of accrued and other current liabilities as of December 31, 2013 and 2012 were as follows: | |||||||||
2013 | 2012 | ||||||||
Product returns | $ | 225,457 | $ | 171,099 | |||||
Product rebates | 566,655 | 369,339 | |||||||
Interest | 227,423 | 131,462 | |||||||
Employee costs | 201,223 | 69,345 | |||||||
Professional fees | 46,271 | 29,950 | |||||||
Restructuring, integration and other costs (as described in note 6) | 111,972 | 32,798 | |||||||
Royalties | 37,590 | 24,523 | |||||||
Legal settlements and related fees (as described in note 24) | 55,925 | 16,279 | |||||||
Liabilities for uncertain tax positions | 8,667 | 14,395 | |||||||
Value added tax | 25,872 | 12,892 | |||||||
Short-term borrowings | 12,081 | 10,548 | |||||||
Deferred income | 19,487 | 7,032 | |||||||
Income taxes payable | 39,097 | 19,910 | |||||||
Capital expenditures | 27,197 | 959 | |||||||
Advertising | 8,507 | 11,432 | |||||||
Other | 186,769 | 86,261 | |||||||
$ | 1,800,193 | $ | 1,008,224 | ||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||
Schedule of long-term debt | ' | ||||||||||
A summary of the Company’s consolidated long-term debt as of December 31, 2013 and 2012, respectively, is outlined in the table below: | |||||||||||
Maturity Date | 2013 | 2012 | |||||||||
Revolving Credit Facility(1) | April 2018 | $ | — | $ | — | ||||||
Series A-1 Tranche A Term Loan Facility, net of unamortized debt discount (2013 — $3,635; 2012 — $30,288)(1) | April 2016 | 258,985 | 2,083,462 | ||||||||
Series A-2 Tranche A Term Loan Facility, net of unamortized debt discount of $6,205(1) | Apr-16 | 228,145 | — | ||||||||
Series A-3 Tranche A Term Loan Facility, net of unamortized debt discount of $35,412 (1) | Oct-18 | 1,935,713 | — | ||||||||
Series D-2 Tranche B Term Loan Facility, net of unamortized debt discount of (2013 — $27,046; 2012 — $24,833)(1) | Feb-19 | 1,256,704 | 1,275,167 | ||||||||
Series C-2 Tranche B Term Loan Facility, net of unamortized debt discount of (2013 — $20,692; 2012 — $26,012)(1) | Dec-19 | 966,808 | 973,988 | ||||||||
Series E Tranche B Term Loan Facility, net of unamortized debt discount of $85,493(1) | Aug-20 | 3,090,506 | — | ||||||||
Senior Notes: | |||||||||||
6.50% | July 2016 | — | 915,500 | ||||||||
6.75%, net of unamortized debt discount (2013 — $1,338; 2012 — $1,695) | October 2017 | 498,662 | 498,305 | ||||||||
6.875%, net of unamortized debt discount (2013 — $4,402; 2012 — $5,303) | December 2018 | 940,178 | 939,277 | ||||||||
7.00%, net of unamortized debt discount (2013 — $2,909; 2012 — $3,340) | October 2020 | 687,091 | 686,660 | ||||||||
6.75% | August 2021 | 650,000 | 650,000 | ||||||||
7.25%, net of unamortized debt discount (2013 — $7,756; 2012 — $8,665) | July 2022 | 542,244 | 541,335 | ||||||||
6.375%, net of unamortized discount (2013 — $28,609; 2012 — $25,480) | Oct-20 | 2,221,391 | 1,724,520 | ||||||||
6.375%, net of unamortized discount (2012 — $7,280) | Oct-20 | — | 492,720 | ||||||||
6.75%, net of unamortized discount (2013 — $18,153) | Aug-18 | 1,581,847 | — | ||||||||
7.50%, net of unamortized discount (2013 — $19,121) | Jul-21 | 1,605,879 | — | ||||||||
5.625%, net of unamortized discount (2013 — $8,463) | Dec-21 | 891,537 | — | ||||||||
Medicis Convertible Notes(2) | Various | 209 | 233,793 | ||||||||
Other(3) | Various | 11,803 | 898 | ||||||||
17,367,702 | 11,015,625 | ||||||||||
Less current portion | (204,756 | ) | (480,182 | ) | |||||||
Total long-term debt | $ | 17,162,946 | $ | 10,535,443 | |||||||
____________________________________ | |||||||||||
-1 | Together, the “Senior Secured Credit Facilities” under the Company’s Third Amended and Restated Credit and Guaranty Agreement (the “Credit Agreement”). | ||||||||||
-2 | Represents obligations assumed from Medicis. | ||||||||||
-3 | Relates to the obligations assumed from B&L (discussed below). | ||||||||||
Schedule of aggregate maturities of long-term debt | ' | ||||||||||
Aggregate maturities of our long-term debt for each of the five succeeding years ending December 31 and thereafter are as follows: | |||||||||||
2014 | $ | 204,756 | |||||||||
2015 | 372,534 | ||||||||||
2016 | 744,814 | ||||||||||
2017 | 954,215 | ||||||||||
2018 | 3,497,814 | ||||||||||
Thereafter | 11,862,803 | ||||||||||
Total gross maturities | 17,636,936 | ||||||||||
Unamortized discounts | (269,234 | ) | |||||||||
Total long-term debt | $ | 17,367,702 | |||||||||
EMPLOYEE_BENEFIT_PLANS_Tables
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||||
Components of net periodic benefit cost | ' | ||||||||||||||||||||
The following table provides the components of net periodic benefit cost for the Company’s defined benefit pension plans and postretirement benefit plan for the year ended December 31, 2013: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | Plan | |||||||||||||||||||
2013 | |||||||||||||||||||||
Service cost | $ | 132 | $ | 2,200 | $ | 877 | |||||||||||||||
Interest cost | 4,513 | 3,721 | 1,610 | ||||||||||||||||||
Expected return on plan assets | (5,913 | ) | (3,082 | ) | (316 | ) | |||||||||||||||
Amortization of net loss | — | 3 | — | ||||||||||||||||||
Settlement (gain) loss recognized | (100 | ) | 617 | — | |||||||||||||||||
Net periodic (benefit) cost | $ | (1,368 | ) | $ | 3,459 | $ | 2,171 | ||||||||||||||
Components of the change in projected benefit obligations, change in plan assets and funded status | ' | ||||||||||||||||||||
The table below presents components of the change in projected benefit obligation, change in plan assets and funded status at December 31, 2013 and 2012: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | Plan(2) | |||||||||||||||||||
2013 | 2012(1) | 2013 | 2012 | 2013 | |||||||||||||||||
Change in Projected benefit Obligation | |||||||||||||||||||||
Projected benefit obligation, beginning of year | $ | — | $ | — | $ | 6,967 | $ | 5,991 | $ | — | |||||||||||
Service cost | 132 | — | 2,200 | 869 | 877 | ||||||||||||||||
Interest cost | 4,513 | — | 3,721 | 437 | 1,610 | ||||||||||||||||
Acquisition of B&L | 244,184 | — | 223,965 | — | 87,565 | ||||||||||||||||
Employee contributions | — | — | 11 | — | 370 | ||||||||||||||||
Plan amendments(3) | — | — | — | — | (27,945 | ) | |||||||||||||||
Settlements(4) | (5,280 | ) | — | (119 | ) | (860 | ) | — | |||||||||||||
Benefits paid | (4,272 | ) | — | (3,558 | ) | (556 | ) | (2,995 | ) | ||||||||||||
Actuarial (gains) losses | (4,571 | ) | — | (10,135 | ) | 571 | (265 | ) | |||||||||||||
Currency translation adjustments | — | — | 6,666 | 515 | — | ||||||||||||||||
Other | — | — | (6 | ) | — | — | |||||||||||||||
Projected benefit obligation, end of year | 234,706 | — | 229,712 | 6,967 | 59,217 | ||||||||||||||||
Change in Plan Assets | |||||||||||||||||||||
Fair value of plan assets, beginning of year | $ | — | $ | — | $ | 1,306 | $ | 693 | $ | — | |||||||||||
Actual return on plan assets | 12,676 | — | 5,063 | 163 | 1,094 | ||||||||||||||||
Employee contributions | — | — | 11 | — | 370 | ||||||||||||||||
Company contributions | 3,270 | — | 6,955 | 1,795 | — | ||||||||||||||||
Acquisition of B&L | 190,946 | — | 125,643 | — | 16,095 | ||||||||||||||||
Settlements(4) | (5,280 | ) | — | (119 | ) | (860 | ) | — | |||||||||||||
Benefits paid | (4,272 | ) | — | (3,558 | ) | (556 | ) | (2,995 | ) | ||||||||||||
Currency translation adjustments | — | — | 3,844 | 71 | — | ||||||||||||||||
Other | — | — | (6 | ) | — | — | |||||||||||||||
Fair value of plan assets, end of year | 197,340 | — | 139,139 | 1,306 | 14,564 | ||||||||||||||||
Funded Status at end of year | $ | (37,366 | ) | $ | — | $ | (90,573 | ) | $ | (5,661 | ) | $ | (44,653 | ) | |||||||
Recognized as: | |||||||||||||||||||||
Other long-term assets, net | $ | — | $ | — | $ | 1,471 | $ | — | $ | — | |||||||||||
Accrued and other current liabilities | — | — | (2,047 | ) | (336 | ) | — | ||||||||||||||
Pension and other benefit liabilities | (37,366 | ) | — | (89,997 | ) | (5,325 | ) | (44,653 | ) | ||||||||||||
____________________________________ | |||||||||||||||||||||
-1 | In 2012, the Company did not have U.S pension benefit plans. | ||||||||||||||||||||
-2 | Assumed in connection with the B&L Acquisition, as described above. | ||||||||||||||||||||
-3 | In the fourth quarter of 2013, the Company announced that effective January 1, 2014, B&L will no longer offer medical and life insurance coverage to new retirees. The reduction in medical benefits was accounted for as a negative plan amendment resulting in an accumulated postretirement benefit obligation reduction of $27.9 million that was recognized as a component of accumulated other comprehensive loss and will be amortized into income over approximately 11.3 years. | ||||||||||||||||||||
-4 | The 2013 plan settlements primarily reflect lump sum benefit payments made to terminating employees of the U.S. pension benefit plan. The 2012 plan settlements reflect lump sum benefit payments made to terminating employees of the legacy Valeant defined benefit pension plans. | ||||||||||||||||||||
Schedule of underfunded plans | ' | ||||||||||||||||||||
Information for the underfunded plans is presented in the following table: | |||||||||||||||||||||
Pension Benefit Plans | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Projected benefit obligation | $ | 234,706 | $ | — | $ | 224,059 | $ | 6,967 | |||||||||||||
Accumulated benefit obligation | 234,706 | — | 196,255 | 5,134 | |||||||||||||||||
Fair value of plan assets | 197,340 | — | 132,172 | 1,306 | |||||||||||||||||
Information for the pension benefit plans that are underfunded on a projected benefit obligation basis (versus underfunded on an accumulated benefit basis as in the table above) is presented in the following table: | |||||||||||||||||||||
Pension Benefit Plans | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Projected benefit obligation | $ | 234,706 | $ | — | $ | 225,468 | $ | 6,967 | |||||||||||||
Fair value of plan assets | 197,340 | — | 133,424 | 1,306 | |||||||||||||||||
Future benefit payments for the pension benefit plans | ' | ||||||||||||||||||||
Future benefit payments over the next 10 years for the pension benefit plans and the postretirement benefit plan, which reflect expected future service, as appropriate, are expected to be paid as follows: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit | |||||||||||||||||||||
U.S. Plan | Non-U.S. Plans | Plan | |||||||||||||||||||
2014 | $ | 12,629 | $ | 6,461 | $ | 7,358 | |||||||||||||||
2015 | 19,434 | 4,986 | 6,800 | ||||||||||||||||||
2016 | 19,142 | 4,741 | 6,284 | ||||||||||||||||||
2017 | 19,277 | 4,745 | 5,738 | ||||||||||||||||||
2018 | 18,398 | 4,971 | 5,256 | ||||||||||||||||||
2019-2023 | 88,639 | 35,921 | 20,361 | ||||||||||||||||||
Weighted-average assumptions used to determine net periodic benefit costs and benefit obligations | ' | ||||||||||||||||||||
The weighted-average assumptions used to determine net periodic benefit costs and benefit obligations at December 31, 2013 were as follows: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement | ||||||||||||||||||||
Benefit Plan(1) | |||||||||||||||||||||
For Determining Net Periodic Benefit Cost | |||||||||||||||||||||
U.S. Plans: | |||||||||||||||||||||
Discount rate | 4.5 | % | 4.5 | % | |||||||||||||||||
Expected rate of return on plan assets | 7.5 | % | 5.5 | % | |||||||||||||||||
Rate of compensation increase | — | — | |||||||||||||||||||
Non-U.S. Plans: | |||||||||||||||||||||
Discount rate | 3.61 | % | |||||||||||||||||||
Expected rate of return on plan assets | 5.59 | % | |||||||||||||||||||
Rate of compensation increase | 2.8 | % | |||||||||||||||||||
For Determining Benefit Obligation | |||||||||||||||||||||
U.S. Plans: | |||||||||||||||||||||
Discount rate | 4.7 | % | 4.3 | % | |||||||||||||||||
Rate of compensation increase | — | — | |||||||||||||||||||
Non-U.S. Plans: | |||||||||||||||||||||
Discount rate | 3.85 | % | |||||||||||||||||||
Rate of compensation increase | 2.88 | % | |||||||||||||||||||
____________________________________ | |||||||||||||||||||||
-1 | The Company does not have non-U.S. postretirement benefit plans. | ||||||||||||||||||||
Target asset allocations | ' | ||||||||||||||||||||
Pension and postretirement benefit plan assets are invested in several asset categories. The following presents the actual asset allocation as of December 31, 2013: | |||||||||||||||||||||
Pension Benefit Plans | Postretirement Benefit Plan | ||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||
U.S. Plan | |||||||||||||||||||||
Equity securities | 60 | % | 63 | % | |||||||||||||||||
Fixed income securities | 40 | % | 24 | % | |||||||||||||||||
Cash | — | % | 13 | % | |||||||||||||||||
Non-U.S. Plans | |||||||||||||||||||||
Equity securities | 43.02 | % | |||||||||||||||||||
Fixed income securities | 46.67 | % | |||||||||||||||||||
Other | 10.31 | % | |||||||||||||||||||
Fair value of pension and postretirement benefit plan assets assumed in connection with the Acquisition | ' | ||||||||||||||||||||
The table below presents total plan assets by investment category as of December 31, 2013 and the classification of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value: | |||||||||||||||||||||
Pension Benefit Plans - U.S. Plans | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | Quoted | Significant | Significant | Total | |||||||||||||||||
Prices in Active | Other | Unobservable | |||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||||||
Assets | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Cash & cash equivalents(1) | $ | 442 | $ | — | $ | — | $ | 442 | |||||||||||||
Commingled funds:(2)(3) | |||||||||||||||||||||
Equity securities: | |||||||||||||||||||||
U.S. broad market | — | 72,651 | — | 72,651 | |||||||||||||||||
Emerging markets | — | 16,551 | — | 16,551 | |||||||||||||||||
Non-U.S. developed markets | — | 27,896 | — | 27,896 | |||||||||||||||||
Fixed income securities: | |||||||||||||||||||||
Investment grade | — | 58,962 | — | 58,962 | |||||||||||||||||
Global high yield | — | 20,838 | — | 20,838 | |||||||||||||||||
$ | 442 | $ | 196,898 | $ | — | $ | 197,340 | ||||||||||||||
Pension Benefit Plans - Non-U.S. Plans | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | Quoted | Significant | Significant | Total | |||||||||||||||||
Prices in Active | Other | Unobservable | |||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||||||
Assets | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Cash & cash equivalents(1) | $ | 9,332 | $ | — | $ | — | $ | 9,332 | |||||||||||||
Commingled funds:(2)(3) | |||||||||||||||||||||
Equity securities: | |||||||||||||||||||||
Emerging markets | — | 945 | — | 945 | |||||||||||||||||
Worldwide developed markets | — | 59,153 | — | 59,153 | |||||||||||||||||
Fixed income securities: | |||||||||||||||||||||
Investment grade | — | 21,351 | — | 21,351 | |||||||||||||||||
Global high yield | — | 651 | — | 651 | |||||||||||||||||
Government bond funds | — | 42,535 | — | 42,535 | |||||||||||||||||
Other assets | — | 5,172 | — | 5,172 | |||||||||||||||||
$ | 9,332 | $ | 129,807 | $ | — | $ | 139,139 | ||||||||||||||
Postretirement Benefit Plan | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | Quoted | Significant | Significant | Total | |||||||||||||||||
Prices in Active | Other | Unobservable | |||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||||||
Assets | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Cash | $ | 1,853 | $ | — | $ | — | $ | 1,853 | |||||||||||||
Insurance policies(4) | — | 12,711 | — | 12,711 | |||||||||||||||||
$ | 1,853 | $ | 12,711 | $ | — | $ | 14,564 | ||||||||||||||
____________________________________ | |||||||||||||||||||||
-1 | Cash equivalents consisted primarily of term deposits and money market instruments. The fair value of the term deposits approximates their carrying amounts due to their short term maturities. The money market instruments also have short maturities and are valued using a market approach based on the quoted market prices of identical instruments. | ||||||||||||||||||||
-2 | Commingled funds are not publicly traded. The underlying assets in these funds are publicly traded on the exchanges and have readily available price quotes. The Ireland pension plans held approximately 85% of the non-U.S. commingled funds in 2013. The commingled funds held by the U.S. and Ireland pension plans are primarily invested in index funds. | ||||||||||||||||||||
-3 | The underlying assets in the fixed income funds are generally valued using the net asset value per fund share, which is derived using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades. | ||||||||||||||||||||
-4 | The insurance policies held by the postretirement benefit plan consist of variable life insurance contracts whose fair value is their cash surrender value. Cash surrender value is the amount currently payable by the insurance company upon surrender of the policy. The cash surrender value is based principally on the net asset values of the underlying trust funds, adjusted by annuity factors incorporating mortality, plan expenses and income reinvestment. The trust funds are commingled funds that are not publicly traded. The underlying assets in these funds are primarily publicly traded on exchanges and have readily available price quotes. | ||||||||||||||||||||
Health care cost trend rate assumptions | ' | ||||||||||||||||||||
The health care cost trend rate assumptions for the postretirement benefit plan assumed in connection with the B&L Acquisition are as follows: | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Health care cost trend rate assumed for next year | 7.57 | % | |||||||||||||||||||
Rate to which the cost trend rate is assumed to decline | 4.5 | % | |||||||||||||||||||
Year that the rate reaches the ultimate trend rate | 2029 | ||||||||||||||||||||
One percentage point change in health care cost trend rate | ' | ||||||||||||||||||||
A one percentage point change in health care cost trend rate would have had the following effects: | |||||||||||||||||||||
One Percentage Point | |||||||||||||||||||||
Increase | Decrease | ||||||||||||||||||||
Effect on benefit obligations | $ | 1,009 | $ | 933 | |||||||||||||||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Summary of the components and classification of share-based compensation expense | ' | ||||||||||||||||
The following table summarizes the components and classification of share-based compensation expense related to stock options and RSUs: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Stock options(1) | $ | 17,317 | $ | 21,739 | $ | 45,465 | |||||||||||
RSUs | 28,161 | 44,497 | 48,558 | ||||||||||||||
Share-based compensation expense | $ | 45,478 | $ | 66,236 | $ | 94,023 | |||||||||||
Cost of goods sold(1) | $ | — | $ | — | $ | 1,330 | |||||||||||
Research and development expenses(1) | — | 764 | 1,329 | ||||||||||||||
Selling, general and administrative expenses(1)(2) | 45,478 | 65,472 | 90,379 | ||||||||||||||
Restructuring, integration and other costs (as described in note 6) | — | — | 985 | ||||||||||||||
Share-based compensation expense | $ | 45,478 | $ | 66,236 | $ | 94,023 | |||||||||||
____________________________________ | |||||||||||||||||
-1 | On March 9, 2011, the Company’s compensation committee of the Board of Directors approved an equitable adjustment to all stock options outstanding as of that date for employees and directors as of such date, in connection with the post-Merger special dividend of $1.00 per common share declared on November 4, 2010 and paid on December 22, 2010. As the Company’s stock option awards do not automatically adjust for dividend payments, this adjustment was treated as a modification of the terms and conditions of the outstanding options. The incremental fair value of the modified awards was determined to be $15.4 million, of which $9.2 million related to vested options, which was expensed as of March 9, 2011 as follows: cost of goods sold ($0.2 million), selling, general and administrative expenses ($8.8 million) and research and development expenses ($0.2 million). The remaining $6.2 million is being recognized over the remaining requisite service period of the unvested options. | ||||||||||||||||
-2 | During 2013 and 2012, the Company recorded an incremental charge of $4.3 million and $4.8 million, respectively, to selling, general and administrative expenses as some of the Company’s performance-based RSU grants triggered a partial payout as a result of achieving certain share price appreciation conditions. | ||||||||||||||||
Schedule of weighted-average assumption as of the date of grant using the Black Scholes option-pricing model | ' | ||||||||||||||||
The fair values of all stock options granted during the years ended December 31, 2013, 2012 and 2011 were estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected stock option life (years)(1) | 4 | 4 | 4 | ||||||||||||||
Expected volatility(2) | 40.1 | % | 44.9 | % | 42.8 | % | |||||||||||
Risk-free interest rate(3) | 1 | % | 0.5 | % | 1.4 | % | |||||||||||
Expected dividend yield(4) | — | % | — | % | — | % | |||||||||||
____________________________________ | |||||||||||||||||
-1 | Determined based on historical exercise and forfeiture patterns. | ||||||||||||||||
-2 | Effective January 1, 2012, expected volatility was determined based on implied volatility in the market traded options of the Company’s common stock. Prior to 2012, expected volatility was determined based on historical volatility of the Company’s common shares over the expected life of the stock option. | ||||||||||||||||
-3 | Determined based on the rate at the time of grant for zero-coupon U.S. or Canadian government bonds with maturity dates equal to the expected life of the stock option. | ||||||||||||||||
-4 | Determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant. | ||||||||||||||||
Summary of stock option activity | ' | ||||||||||||||||
The following table summarizes stock option activity during the year ended December 31, 2013: | |||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
(000s) | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
Outstanding, January 1, 2013 | 8,506 | $ | 18.97 | ||||||||||||||
Granted | 1,582 | 93.6 | |||||||||||||||
Exercised | (478 | ) | 20.76 | ||||||||||||||
Expired or forfeited | (983 | ) | 39.74 | ||||||||||||||
Outstanding, December 31, 2013 | 8,627 | $ | 30.19 | 5.5 | $ | 754,356 | |||||||||||
Vested and exercisable, December 31, 2013 | 5,174 | $ | 11.68 | 4.5 | $ | 547,033 | |||||||||||
Summary of stock options outstanding and exercisable by range of exercise prices | ' | ||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable as of December 31, 2013: | |||||||||||||||||
Range of Exercise Prices | Outstanding | Weighted- | Weighted- | Exercisable | Weighted- | ||||||||||||
(000s) | Average | Average | (000s) | Average | |||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||
Contractual | Price | Price | |||||||||||||||
Life | |||||||||||||||||
(Years) | |||||||||||||||||
$4.20 - $6.30 | 3,222 | 4.1 | $ | 4.29 | 3,222 | $ | 4.29 | ||||||||||
$6.39 - $9.59 | 139 | 3.2 | 6.61 | 139 | 6.61 | ||||||||||||
$10.54 - $15.81 | 1,959 | 5.2 | 12.97 | 1,032 | 12.99 | ||||||||||||
$16.71 - $25.07 | 12 | 6.6 | 19.71 | 2 | 20.42 | ||||||||||||
$25.42 - $38.13 | 442 | 1.9 | 25.42 | 310 | 25.42 | ||||||||||||
$39.35 - $59.03 | 1,415 | 6.6 | 51.06 | 459 | 51.86 | ||||||||||||
$59.15 - $88.73 | 384 | 7.5 | 69.35 | 10 | 59.15 | ||||||||||||
$91.12 - $136.68 | 1,054 | 9.8 | 104.21 | — | — | ||||||||||||
8,627 | 5.5 | $ | 30.19 | 5,174 | $ | 11.68 | |||||||||||
Summary of non-vested time-based RSU activity | ' | ||||||||||||||||
The following table summarizes non-vested time-based RSU activity during the year ended December 31, 2013: | |||||||||||||||||
Time-Based | Weighted- | ||||||||||||||||
RSUs | Average | ||||||||||||||||
(000s) | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested, January 1, 2013 | 1,310 | $ | 33.43 | ||||||||||||||
Granted | 129 | 84.01 | |||||||||||||||
Vested(1) | (446 | ) | 34.11 | ||||||||||||||
Forfeited | (109 | ) | 44.4 | ||||||||||||||
Non-vested, December 31, 2013 | 884 | $ | 39.11 | ||||||||||||||
____________________________________ | |||||||||||||||||
-1 | In the second quarter of 2013, 204,034 vested time-based RSUs held by current non-management directors were modified from units settled in common shares to units settled in cash, which changed the classification from equity awards to liability awards. | ||||||||||||||||
Schedule of assumptions used to calculate the fair values of performance-based RSUs | ' | ||||||||||||||||
The fair values of performance-based RSUs granted during the years ended December 31, 2013, 2012 and 2011 were estimated with the following assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Contractual term (years) | 2.8-4.3 | 2.9-4.3 | 3 | ||||||||||||||
Expected Company share volatility(1) | 36.1% - 44.4% | 42.5% - 52.3% | 34.6% - 60.8% | ||||||||||||||
Risk-free interest rate(2) | 0.5% - 1.3% | 0.6% - 1.0% | 1.0% - 1.9% | ||||||||||||||
____________________________________ | |||||||||||||||||
-1 | Determined based on historical volatility over the contractual term of the performance-based RSU. | ||||||||||||||||
-2 | Determined based on the rate at the time of grant for zero-coupon U.S. government bonds with maturity dates equal to the contractual term of the performance-based RSUs. | ||||||||||||||||
Summary of non-vested performance-based RSU activity | ' | ||||||||||||||||
The following table summarizes non-vested performance-based RSU activity during the year ended December 31, 2013: | |||||||||||||||||
Performance- | Weighted- | ||||||||||||||||
Based RSUs | Average | ||||||||||||||||
(000s) | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested, January 1, 2013 | 1,696 | $ | 43.4 | ||||||||||||||
Granted | 567 | 140.55 | |||||||||||||||
Vested | (884 | ) | 22.85 | ||||||||||||||
Forfeited | (334 | ) | 80.47 | ||||||||||||||
Non-vested, December 31, 2013 | 1,045 | $ | 102.22 | ||||||||||||||
Summary of deferred share unit ("DSU") activity | ' | ||||||||||||||||
The following table summarizes DSU activity during the year ended December 31, 2013: | |||||||||||||||||
DSUs | Weighted- | ||||||||||||||||
(000s) | Average | ||||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Outstanding, January 1, 2013 | 148 | $ | 16.78 | ||||||||||||||
Granted | — | — | |||||||||||||||
Settled(1) | (145 | ) | 16.08 | ||||||||||||||
Outstanding, December 31, 2013 | 3 | $ | 50.56 | ||||||||||||||
____________________________________ | |||||||||||||||||
-1 | In the second quarter of 2013, 70,110 vested DSUs held by current non-management directors were modified from units settled in common shares to units settled in cash, which changed the classification from equity awards to liability awards. |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of the components of accumulated other comprehensive loss | ' | ||||||||||||||||||||||||||||
The components of accumulated other comprehensive loss income as of December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||||||
Foreign | Unrealized | Net | Net | Acquisition of | Pension | Total | |||||||||||||||||||||||
Currency | Holding | Unrealized | Unrealized | Noncontrolling | Adjustment | ||||||||||||||||||||||||
Translation | Gain (Loss) on | Holding | Holding | Interest | |||||||||||||||||||||||||
Adjustment | Auction | Gain (Loss) | Gain (Loss) | ||||||||||||||||||||||||||
Rate | on Available- | on Available- | |||||||||||||||||||||||||||
Securities | For-Sale | For-Sale | |||||||||||||||||||||||||||
Equity | Debt | ||||||||||||||||||||||||||||
Securities | Securities | ||||||||||||||||||||||||||||
Balance, January 1, 2011 | $ | 98,926 | $ | — | $ | — | $ | (90 | ) | $ | — | $ | — | $ | 98,836 | ||||||||||||||
Foreign currency translation adjustment | (381,633 | ) | — | — | — | — | — | (381,633 | ) | ||||||||||||||||||||
Net unrealized holding gain on available-for-sale equity securities | — | — | 22,780 | — | — | — | 22,780 | ||||||||||||||||||||||
Reclassification to net income(1) | — | — | (21,146 | ) | — | — | — | (21,146 | ) | ||||||||||||||||||||
Net unrealized holding gain on available-for-sale debt securities | — | — | — | (114 | ) | — | — | (114 | ) | ||||||||||||||||||||
Acquisition of noncontrolling interest | — | — | — | — | 2,206 | — | 2,206 | ||||||||||||||||||||||
Pension adjustment(2) | — | — | — | — | — | (545 | ) | (545 | ) | ||||||||||||||||||||
Balance, December 31, 2011 | (282,707 | ) | — | 1,634 | (204 | ) | 2,206 | (545 | ) | (279,616 | ) | ||||||||||||||||||
Foreign currency translation adjustment | 161,011 | — | — | — | — | — | 161,011 | ||||||||||||||||||||||
Unrealized holding gain on auction rate securities | — | 1 | — | — | — | — | 1 | ||||||||||||||||||||||
Net unrealized holding gain on available-for-sale equity securities | — | — | 379 | — | — | — | 379 | ||||||||||||||||||||||
Reclassification to net loss(1) | — | — | (1,634 | ) | 197 | — | — | (1,437 | ) | ||||||||||||||||||||
Net unrealized holding gain on available-for-sale debt securities | — | — | — | 7 | — | — | 7 | ||||||||||||||||||||||
Pension adjustment(2) | — | — | — | — | — | 259 | 259 | ||||||||||||||||||||||
Balance, December 31, 2012 | (121,696 | ) | 1 | 379 | — | 2,206 | (286 | ) | (119,396 | ) | |||||||||||||||||||
Foreign currency translation adjustment | (50,764 | ) | — | — | — | — | — | (50,764 | ) | ||||||||||||||||||||
Reclassification to net (loss) income(1) | — | (1 | ) | (3,963 | ) | — | — | — | (3,964 | ) | |||||||||||||||||||
Net unrealized holding gain on available-for-sale equity securities | — | — | 3,584 | — | — | — | 3,584 | ||||||||||||||||||||||
Pension adjustment, net of tax(2) | — | — | — | — | — | 37,760 | 37,760 | ||||||||||||||||||||||
Balance, December 31, 2013 | $ | (172,460 | ) | $ | — | $ | — | $ | — | $ | 2,206 | $ | 37,474 | $ | (132,780 | ) | |||||||||||||
____________________________________ | |||||||||||||||||||||||||||||
-1 | Included in gain on investments, net (as described in note 20). | ||||||||||||||||||||||||||||
-2 | Reflects changes in defined benefit obligations and related plan assets of the Company’s defined benefit pension plans and the U.S. postretirement benefit plan (as described in note 15). |
LOSS_ON_EXTINGUISHMENT_OF_DEBT1
LOSS ON EXTINGUISHMENT OF DEBT (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
LOSS ON EXTINGUISHMENT OF DEBT | ' | ||||||||||||
Schedule of components of loss on extinguishment of debt | ' | ||||||||||||
The components of loss on extinguishment of debt for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Extinguishment of liability component of 5.375% Convertible Notes (as described in note 14 and note 16) | $ | — | $ | 2,455 | $ | 31,629 | |||||||
Extinguishment of liability component of 4.0% Convertible Notes (as described in note 14) | — | — | 4,708 | ||||||||||
Refinancing of the Tranche B Term Loan Facility (as described in note 14) | — | 17,625 | — | ||||||||||
Repricing of the Series D Tranche B Term Loan Facility and the Series C Tranche B Term Loan Facility (as described in note 14) | 21,379 | — | — | ||||||||||
Redemption of 9.875% senior notes assumed in connection with the B&L Acquisition (as described in note 3) | 8,161 | — | — | ||||||||||
Redemption of senior notes (as described in note 14) | 32,526 | — | (148 | ) | |||||||||
Exchange of the Series A-1 Tranche A Term Loans and Series A-2 Tranche A Term Loans | 2,948 | — | — | ||||||||||
Repayment of the senior secured term loan facility | — | — | 655 | ||||||||||
$ | 65,014 | $ | 20,080 | $ | 36,844 | ||||||||
GAIN_ON_INVESTMENTS_NET_Tables
GAIN ON INVESTMENTS, NET (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||
Schedule of components of gain on investments | ' | ||||||||||||
The components of gain on investments, net for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Gain on auction rate floating securities (as described in note 7) | $ | 1,859 | $ | — | $ | — | |||||||
Gain on disposal of investments | 3,963 | 2,056 | 22,776 | ||||||||||
$ | 5,822 | $ | 2,056 | $ | 22,776 | ||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of loss before recovery of income taxes | ' | ||||||||||||
The components of loss before recovery of income taxes were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (574,527 | ) | $ | (205,612 | ) | $ | (41,374 | ) | ||||
Foreign | (739,925 | ) | (188,616 | ) | 23,374 | ||||||||
$ | (1,314,452 | ) | $ | (394,228 | ) | $ | (18,000 | ) | |||||
Components of recovery of income taxes | ' | ||||||||||||
The components of recovery of income taxes were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Domestic | $ | 3,403 | $ | 7,189 | $ | 3,554 | |||||||
Foreign | 80,010 | 56,337 | 36,337 | ||||||||||
83,413 | 63,526 | 39,891 | |||||||||||
Deferred: | |||||||||||||
Domestic | — | (11,886 | ) | (21,763 | ) | ||||||||
Foreign | (534,196 | ) | (329,843 | ) | (195,687 | ) | |||||||
(534,196 | ) | (341,729 | ) | (217,450 | ) | ||||||||
$ | (450,783 | ) | $ | (278,203 | ) | $ | (177,559 | ) | |||||
Reconciliation of reported recovery of income taxes from the expected amount calculated by applying the Canadian statutory rate to income before recovery of income taxes | ' | ||||||||||||
The reasons for this difference and the related tax effects are as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Loss before recovery of income taxes | $ | (1,314,452 | ) | $ | (394,228 | ) | $ | (18,000 | ) | ||||
Expected Canadian statutory rate | 26.9 | % | 26.9 | % | 28.3 | % | |||||||
Expected recovery of income taxes | (353,588 | ) | (106,047 | ) | (5,085 | ) | |||||||
Non-deductible amounts: | |||||||||||||
Amortization | — | 6,173 | 22,251 | ||||||||||
Share-based compensation | 13,096 | 6,258 | 14,045 | ||||||||||
Merger and acquisition costs | 1,090 | 24,210 | — | ||||||||||
In-process research and development | — | 3,228 | — | ||||||||||
Non-taxable gain on disposal of investments | — | (3,056 | ) | (15,384 | ) | ||||||||
Changes in enacted income tax rates | 6,555 | (4,459 | ) | (18,313 | ) | ||||||||
Canadian dollar foreign exchange gain for Canadian tax purposes | 635 | 9,098 | 40,667 | ||||||||||
Change in valuation allowance related to foreign tax credits and net operating losses | 70,154 | — | — | ||||||||||
Change in valuation allowance on Canadian deferred tax assets and | 143,945 | (34,245 | ) | (57,249 | ) | ||||||||
tax rate changes | |||||||||||||
Change in uncertain tax positions | — | 15,433 | (8,568 | ) | |||||||||
Foreign tax rate differences | (407,604 | ) | (226,764 | ) | (180,301 | ) | |||||||
Unrecognized income tax benefit of losses | — | 32,019 | 22,187 | ||||||||||
Withholding taxes on foreign income | 3,393 | 7,954 | 5,473 | ||||||||||
Alternative minimum and other taxes | — | (4,528 | ) | 2,513 | |||||||||
Taxable foreign income | 55,350 | 10,675 | — | ||||||||||
Deferred intercompany profit | (5,726 | ) | (10,371 | ) | — | ||||||||
Other | 21,917 | (3,781 | ) | 205 | |||||||||
$ | (450,783 | ) | $ | (278,203 | ) | $ | (177,559 | ) | |||||
Schedule of tax effect of major items recorded as deferred tax assets and liabilities | ' | ||||||||||||
The tax effect of major items recorded as deferred tax assets and liabilities is as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Tax loss carryforwards | $ | 957,703 | $ | 293,547 | |||||||||
Tax credit carryforwards | 126,415 | 77,426 | |||||||||||
Scientific Research and Experimental Development pool | 62,883 | 65,718 | |||||||||||
Research and development tax credits | 83,669 | 67,683 | |||||||||||
Provisions | 577,509 | 211,486 | |||||||||||
Plant, equipment and technology | 38,339 | 7,478 | |||||||||||
Deferred revenue | 12,549 | 60,850 | |||||||||||
Deferred financing and share issue costs | — | 118,369 | |||||||||||
Share-based compensation | 42,987 | 19,828 | |||||||||||
Other | 76,464 | 23,453 | |||||||||||
Total deferred tax assets | 1,978,518 | 945,838 | |||||||||||
Less valuation allowance | (477,573 | ) | (124,515 | ) | |||||||||
Net deferred tax assets | 1,500,945 | 821,323 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets | 2,884,288 | 1,610,386 | |||||||||||
Unremitted earnings | 563,775 | 191,129 | |||||||||||
Deferred financing and share issue costs(1) | 16,598 | — | |||||||||||
Prepaid expenses | (353 | ) | 1,094 | ||||||||||
Total deferred tax liabilities | 3,464,308 | 1,802,609 | |||||||||||
Net deferred income taxes | $ | (1,963,363 | ) | $ | (981,286 | ) | |||||||
____________________________________ | |||||||||||||
-1 | The equivalent prior year liability balance of $36.3 million is offset in the assets line: Deferred financing and share issue costs. | ||||||||||||
Summary of open tax years by jurisdiction | ' | ||||||||||||
Certain of these tax years are expected to remain open indefinitely. | |||||||||||||
Jurisdiction: | Open Years | ||||||||||||
United States - Federal | 2011 - 2012 | ||||||||||||
Canada | 2005 - 2012 | ||||||||||||
Brazil | 2006 - 2012 | ||||||||||||
Germany | 2011 - 2012 | ||||||||||||
France | 2011 - 2012 | ||||||||||||
China | 2009 -2012 | ||||||||||||
Ireland | 2008 - 2012 | ||||||||||||
Netherlands | 2011 - 2012 | ||||||||||||
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ' | ||||||||||||
The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Balance, beginning of year | $ | 127,978 | $ | 102,290 | $ | 110,857 | |||||||
Acquisition of B&L | 52,183 | — | — | ||||||||||
Acquisition of Medicis | — | 6,556 | — | ||||||||||
Additions based on tax positions related to the current year | 60,678 | 3,492 | 2,701 | ||||||||||
Additions for tax positions of prior years | 19,543 | 19,036 | — | ||||||||||
Reductions for tax positions of prior years | (10,801 | ) | (1,396 | ) | (11,268 | ) | |||||||
Lapse of statute of limitations | (2,045 | ) | (2,000 | ) | — | ||||||||
Balance, end of year | $ | 247,536 | $ | 127,978 | $ | 102,290 | |||||||
LOSS_EARNINGS_PER_SHARE_Tables
(LOSS) EARNINGS PER SHARE (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule of calculation of earnings per share | ' | ||||||||||||
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc. for the years ended December 31, 2013, 2012 and 2011 were calculated as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | $ | (866,142 | ) | $ | (116,025 | ) | $ | 159,559 | |||||
Basic weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | 304,655 | ||||||||||
Dilutive effect of stock options and RSUs (000s) | — | — | 8,484 | ||||||||||
Dilutive effect of convertible debt (000s) | — | — | 12,980 | ||||||||||
Diluted weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | 326,119 | ||||||||||
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: | |||||||||||||
Basic | $ | (2.70 | ) | $ | (0.38 | ) | $ | 0.52 | |||||
Diluted | $ | (2.70 | ) | $ | (0.38 | ) | $ | 0.49 | |||||
Schedule of dilutive effect of stock options, RSUs and Convertible Notes on weighted-average number of common shares outstanding | ' | ||||||||||||
The potential dilutive effect of stock options, RSUs and Convertible Notes on the weighted-average number of common shares outstanding was as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Basic weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | |||||||||||
Dilutive effect of stock options and RSUs (000s) | 6,470 | 7,158 | |||||||||||
Dilutive effect of Convertible Notes (000s) | — | 520 | |||||||||||
Diluted weighted-average number of common shares outstanding (000s) | 327,466 | 313,124 | |||||||||||
SUPPLEMENTAL_CASH_FLOW_DISCLOS1
SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||||||
Schedule of Interest and income taxes paid | ' | ||||||||||||
Interest and income taxes paid during the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest paid | $ | 652,910 | $ | 421,019 | $ | 247,879 | |||||||
Income taxes paid | 65,072 | 41,425 | 45,399 | ||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Minimum future rental payments under non-cancelable operating leases | ' | ||||||||||||||||||||||||||||
Minimum future rental payments under non-cancelable operating leases for each of the five succeeding years ending December 31 and thereafter are as follows: | |||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||||||
Lease obligations | $ | 269,336 | $ | 66,123 | $ | 48,534 | $ | 38,082 | $ | 28,122 | $ | 22,792 | $ | 65,683 | |||||||||||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Schedule of segment revenues and profit | ' | ||||||||||||||||||||||||
Segment revenues and profit for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Developed Markets(1) | $ | 4,293,216 | $ | 2,502,264 | $ | 1,762,535 | |||||||||||||||||||
Emerging Markets(2) | 1,476,389 | 978,112 | 664,915 | ||||||||||||||||||||||
Total revenues | 5,769,605 | 3,480,376 | 2,427,450 | ||||||||||||||||||||||
Segment profit: | |||||||||||||||||||||||||
Developed Markets(3) | 573,232 | 815,902 | 740,316 | ||||||||||||||||||||||
Emerging Markets(4) | 92,995 | 68,958 | (24,929 | ) | |||||||||||||||||||||
Total segment profit | 666,227 | 884,860 | 715,387 | ||||||||||||||||||||||
Corporate(5) | (165,666 | ) | (138,200 | ) | (180,008 | ) | |||||||||||||||||||
Restructuring, integration and other costs | (514,825 | ) | (344,387 | ) | (97,667 | ) | |||||||||||||||||||
In-process research and development impairments and other charges | (153,639 | ) | (189,901 | ) | (109,200 | ) | |||||||||||||||||||
Acquisition-related costs | (36,416 | ) | (78,604 | ) | (32,964 | ) | |||||||||||||||||||
Acquisition-related contingent consideration | 29,259 | 5,266 | 10,986 | ||||||||||||||||||||||
Other expense | (234,442 | ) | (59,349 | ) | (6,575 | ) | |||||||||||||||||||
Operating (loss) income | (409,502 | ) | 79,685 | 299,959 | |||||||||||||||||||||
Interest income | 8,023 | 5,986 | 4,084 | ||||||||||||||||||||||
Interest expense | (844,316 | ) | (481,596 | ) | (334,526 | ) | |||||||||||||||||||
Loss on extinguishment of debt | (65,014 | ) | (20,080 | ) | (36,844 | ) | |||||||||||||||||||
Foreign exchange and other | (9,465 | ) | 19,721 | 26,551 | |||||||||||||||||||||
Gain on investments, net | 5,822 | 2,056 | 22,776 | ||||||||||||||||||||||
Loss before recovery of income taxes | $ | (1,314,452 | ) | $ | (394,228 | ) | $ | (18,000 | ) | ||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | Developed Markets segment revenues reflect incremental product sales revenue of $2,051.0 million in 2013, in the aggregate, from all 2012 acquisitions and all 2013 acquisitions, primarily from the B&L, Medicis, Obagi, OraPharma, J&J North America and QLT acquisitions. Developed Markets segment revenues reflect incremental product sales revenue $679.0 million in 2012, in the aggregate, from all 2011 acquisitions and all 2012 acquisitions, primarily from Dermik, Ortho Dermatologics, iNova, OraPharma and Medicis acquisitions. | ||||||||||||||||||||||||
-2 | Emerging Markets segment revenues reflect incremental product sales revenue of $415.6 million in 2013, in the aggregate, from all 2012 acquisitions and all 2013 acquisitions, primarily from the B&L, Natur Produkt, Gerot Lannach and Atlantis acquisitions. Emerging Markets segment revenues reflect incremental product sales revenue of $310.9 million in 2012, in the aggregate, from all 2011 acquisitions and all 2012 acquisitions, primarily from Sanitas, iNova, Probiotica, PharmaSwiss,and Gerot Lannach acquisitions. | ||||||||||||||||||||||||
-3 | Developed Markets segment profit in 2013 reflects (i) the addition of operations from all 2012 acquisitions and all 2013 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $1,080.4 million in 2013, in the aggregate, primarily from B&L, legacy Valeant and Medicis operations and (ii) an impairment charge of $551.6 million related to ezogabine/retigabine in the third quarter of 2013 (see note 7 titled “FAIR VALUE MEASUREMENTS”). Developed Markets segment profit in 2012 reflects the addition of operations from all 2011 acquisitions and all 2012 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $506.4 million in 2012, in the aggregate, primarily from legacy Valeant, Dermik, Ortho Dermatologics, iNova, Medicis and OraPharma operations. Developed Markets segment profit in 2011 reflects the addition of operations from all 2010 acquisitions and all 2011 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $144.8 million in 2011, in the aggregate, primarily from legacy Valeant, Dermik, iNova and Ortho Dermatologics operations. | ||||||||||||||||||||||||
-4 | Emerging Markets segment profit in 2013 reflects the addition of operations from all 2012 acquisitions and all 2013 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $320.5 million in 2013, in the aggregate, primarily from B&L, legacy Valeant and Medicis operations. Emerging Markets segment profit in 2012 reflects the addition of operations from all 2011 acquisitions and all 2012 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $180.5 million in 2012, in the aggregate, primarily from legacy Valeant, PharmaSwiss, Sanitas, iNova and Gerot Lannach operations. Emerging Markets segment profit in 2011 reflects the addition of operations from all 2010 acquisitions and all 2011 acquisitions, including the impact of acquisition accounting adjustments related to the fair value adjustments to inventory and identifiable intangible assets of $136.8 million in 2011, in the aggregate, primarily from legacy Valeant, PharmaSwiss and Sanitas operations. | ||||||||||||||||||||||||
-5 | Corporate reflects non-restructuring-related share-based compensation expense of $45.5 million, $66.2 million and $93.0 million in 2013, 2012 and 2011, respectively. The non-restructuring-related share-based compensation expense includes the effect of the fair value increment on Valeant stock options and RSUs converted into the Company awards of $58.6 million in 2011. | ||||||||||||||||||||||||
Schedule of total assets by segment | ' | ||||||||||||||||||||||||
Total assets by segment as of December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Assets(1): | |||||||||||||||||||||||||
Developed Markets(2) | $ | 20,473,356 | $ | 12,893,726 | $ | 9,171,332 | |||||||||||||||||||
Emerging Markets(3) | 6,441,678 | 4,022,039 | 3,270,476 | ||||||||||||||||||||||
26,915,034 | 16,915,765 | 12,441,808 | |||||||||||||||||||||||
Corporate | 1,055,763 | 1,034,614 | 666,311 | ||||||||||||||||||||||
Total assets | $ | 27,970,797 | $ | 17,950,379 | $ | 13,108,119 | |||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | The segment assets as of December 31, 2012 and 2011 contain reclassifications between segments to conform to the current year management structure. | ||||||||||||||||||||||||
-2 | Developed Markets segment assets as of December 31, 2013 reflect (i) the provisional amounts of identifiable intangible assets and goodwill of B&L of $3,977.9 million and $3,226.7 million, respectively, (ii) the amounts of identifiable intangible assets and goodwill of Obagi of $335.5 million and $158.5 million, respectively, and (iii) the amounts of identifiable intangible assets acquired from Eisai of $112.0 million. Developed Markets segment assets as of December 31, 2013 reflect the amounts of identifiable intangible assets and goodwill acquired from Medicis, OraPharma, QLT, J&J North America, and University Medical of $2,227.0 million and $1,481.0 million, in the aggregate, respectively. | ||||||||||||||||||||||||
-3 | Emerging Markets segment assets as of December 31, 2013 reflect (i) the provisional amounts of identifiable intangible assets and goodwill of B&L of $782.7 million and $1,135.7 million, respectively, (ii) the amounts of identifiable intangible assets and goodwill of Natur Produkt of $104.8 million and $40.9 million, respectively, and (iii) the amount of Obagi’s goodwill of $21.6 million. Emerging Markets segment assets as of December 31, 2012 reflect the provisional amounts of identifiable intangible assets and goodwill of Probiotica, J&J ROW, Atlantis and Gerot Lannach of $303.6 million and $47.5 million, in the aggregate, respectively. | ||||||||||||||||||||||||
Schedule of capital expenditures, depreciation and amortization by segment | ' | ||||||||||||||||||||||||
Capital expenditures, and depreciation and amortization, including impairments of finite-lived intangible assets by segment for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Capital expenditures: | |||||||||||||||||||||||||
Developed Markets | $ | 54,126 | $ | 12,270 | $ | 3,700 | |||||||||||||||||||
Emerging Markets | 51,922 | 61,607 | 33,989 | ||||||||||||||||||||||
106,048 | 73,877 | 37,689 | |||||||||||||||||||||||
Corporate | 9,271 | 33,761 | 20,826 | ||||||||||||||||||||||
Total capital expenditures | $ | 115,319 | $ | 107,638 | $ | 58,515 | |||||||||||||||||||
Depreciation and amortization, including impairments of finite-lived intangible assets(1): | |||||||||||||||||||||||||
Developed Markets | $ | 1,687,705 | $ | 755,108 | $ | 447,420 | |||||||||||||||||||
Emerging Markets | 313,659 | 224,544 | 159,039 | ||||||||||||||||||||||
2,001,364 | 979,652 | 606,459 | |||||||||||||||||||||||
Corporate | 14,442 | 6,570 | 6,144 | ||||||||||||||||||||||
Total depreciation and amortization, including impairments of finite-lived intangible assets | $ | 2,015,806 | $ | 986,222 | $ | 612,603 | |||||||||||||||||||
____________________________________ | |||||||||||||||||||||||||
The increase in capital expenditures in Emerging Markets segment in 2012 was driven primarily by the construction of two manufacturing facilities in Serbia and Mexico. | |||||||||||||||||||||||||
-1 | Depreciation and amortization, including impairments of finite-lived intangible assets in 2013 reflects the impact of acquisition accounting adjustments related to the fair value adjustment to identifiable intangible assets as follows: Developed Markets — $773.0 million; and Emerging Markets — $255.4 million. In addition, depreciation and amortization, including impairments of finite-lived intangible assets in 2013 also reflects (i) an impairment charge of $551.6 million related to ezogabine/retigabine (immediate-release formulation) which is co-developed and marketed under a collaboration agreement with GSK, (ii) impairment charges of $31.5 million related to the write-down of the carrying values of intangible assets related to certain suncare and skincare brands sold primarily in Australia, and (iii) a write-off of $22.2 million related to Opana®, a pain relief medication approved in Canada. | ||||||||||||||||||||||||
Depreciation and amortization, including impairments of finite-lived intangible assets in 2012 reflects the impact of acquisition accounting adjustments related to the fair value adjustment to identifiable intangible assets as follows: Developed Markets — $430.5 million; and Emerging Markets — $177.5 million. In addition, depreciation and amortization, including impairments of finite-lived intangible assets in 2012 also reflects (i) impairment charges of $31.3 million related to the write-down of the carrying values of intangible assets related to certain suncare and skincare brands sold primarily in Australia, which were classified as assets held for sale as of December 31, 2012, (ii) an $18.7 million impairment charge related to the write-down of the carrying value of the Dermaglow® intangible asset, which was classified as an asset held for sale as of December 31, 2012, and (iii) impairment charges of $13.3 million related to the discontinuation of certain products in the Brazilian and Polish markets. | |||||||||||||||||||||||||
Depreciation and amortization, including impairments of finite-lived intangible assets in 2011 reflects the impact of acquisition accounting adjustments related to the fair value adjustment to identifiable intangible assets as follows: Developed Markets — $116.3 million; and Emerging Markets — $106.0 million. In addition, depreciation and amortization, including impairments of finite-lived intangible assets in 2011 also reflects impairment charges of $7.9 million and $19.8 million related to the write-down of the carrying values of the IDP-111 and 5-FU intangible assets, respectively | |||||||||||||||||||||||||
Schedule of revenues by product category | ' | ||||||||||||||||||||||||
Revenues by product category for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Pharmaceuticals | $ | 2,640,364 | $ | 1,978,960 | $ | 1,471,810 | |||||||||||||||||||
Devices | 842,244 | 77,037 | 995 | ||||||||||||||||||||||
OTC | 704,706 | 209,280 | 140,144 | ||||||||||||||||||||||
Branded and Other Generics | 1,453,019 | 1,023,315 | 642,101 | ||||||||||||||||||||||
Alliance and Royalty, Service and Other | 129,272 | 191,784 | 172,400 | ||||||||||||||||||||||
$ | 5,769,605 | $ | 3,480,376 | $ | 2,427,450 | ||||||||||||||||||||
Schedule of revenues and long-lived assets by geographic region | ' | ||||||||||||||||||||||||
Revenues and long-lived assets by geographic region for the years ended and as of December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
Revenues(1) | Long-Lived Assets(2) | ||||||||||||||||||||||||
2013 | 2012 | 2011 | 2013 | 2012 | 2011 | ||||||||||||||||||||
U.S. and Puerto Rico | $ | 3,194,531 | $ | 1,885,842 | $ | 1,361,636 | $ | 592,045 | $ | 60,432 | $ | 22,619 | |||||||||||||
Canada | 387,389 | 349,137 | 256,820 | 87,722 | 109,728 | 129,510 | |||||||||||||||||||
Poland | 268,788 | 199,278 | 179,501 | 110,035 | 110,890 | 106,743 | |||||||||||||||||||
Russia | 202,840 | 71,181 | 8,720 | 7,048 | 228 | — | |||||||||||||||||||
Mexico | 200,890 | 167,445 | 151,948 | 82,491 | 73,894 | 53,500 | |||||||||||||||||||
Australia | 178,204 | 184,073 | 79,204 | 3,391 | 4,402 | 16,636 | |||||||||||||||||||
Brazil | 155,577 | 135,114 | 87,190 | 41,371 | 45,959 | 49,231 | |||||||||||||||||||
Germany | 130,938 | 1,931 | 22,396 | 83,805 | — | — | |||||||||||||||||||
Japan | 104,902 | 12,164 | — | 1,336 | — | — | |||||||||||||||||||
Serbia | 91,930 | 90,768 | 81,867 | 39,981 | 32,057 | 10,039 | |||||||||||||||||||
China | 90,988 | 552 | — | 44,334 | — | — | |||||||||||||||||||
France | 86,916 | 2,532 | — | 40,472 | — | — | |||||||||||||||||||
Other (3) | 675,712 | 380,359 | 198,168 | 100,205 | 25,134 | 25,964 | |||||||||||||||||||
$ | 5,769,605 | $ | 3,480,376 | $ | 2,427,450 | $ | 1,234,236 | $ | 462,724 | $ | 414,242 | ||||||||||||||
____________________________________ | |||||||||||||||||||||||||
-1 | Revenues are attributed to countries based on the location of the customer. | ||||||||||||||||||||||||
-2 | Long-lived assets consist of property, plant and equipment, net of accumulated depreciation, which is attributed to countries based on the physical location of the assets. | ||||||||||||||||||||||||
-3 | Other consists primarily of countries in Europe, the Middle East, Africa, and Asia. | ||||||||||||||||||||||||
Schedule of external customers that accounted for 10% or more of total revenues | ' | ||||||||||||||||||||||||
External customers that accounted for 10% or more of the Company’s total revenues for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
McKesson Corporation | 19% | 20% | 23% | ||||||||||||||||||||||
Cardinal Health, Inc. | 13% | 20% | 21% | ||||||||||||||||||||||
AmerisourceBergen Corporation | 7% | 8% | 10% |
DESCRIPTION_OF_BUSINESS_DESCRI
DESCRIPTION OF BUSINESS DESCRIPTION OF BUSINESS (Details) | Dec. 31, 2013 |
country | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of Countries in which Entity Operates | 100 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reclassifications | ' | ' | ' |
Alliance and royalty revenue | $52,606 | $105,591 | $136,473 |
Cost of alliance and service revenues | 58,806 | 64,601 | 12,348 |
Other expense | 234,442 | 59,349 | 6,575 |
Change in accounting for royalty and service revenues costs | ' | ' | ' |
Reclassifications | ' | ' | ' |
Alliance and royalty revenue | ' | 0 | 0 |
Cost of alliance and service revenues | ' | 0 | 0 |
Other expense | ' | 2,570 | -5,264 |
As Initially Recorded | Change in accounting for royalty and service revenues costs | ' | ' | ' |
Reclassifications | ' | ' | ' |
Alliance and royalty revenue | ' | -66,250 | -36,000 |
Cost of alliance and service revenues | ' | 68,820 | 30,736 |
Other expense | ' | ' | 0 |
Reclassification | Change in accounting for royalty and service revenues costs | ' | ' | ' |
Reclassifications | ' | ' | ' |
Alliance and royalty revenue | ' | 66,250 | 36,000 |
Cost of alliance and service revenues | ' | -68,820 | -30,736 |
Other expense | ' | $2,570 | ($5,264) |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash and Cash Equivalents | ' | ' | ' |
Maximum term of original maturity to classify instruments as cash and cash equivalents | '3 months | ' | ' |
Concentrations of Credit Risk | ' | ' | ' |
Maximum term of maturity of auction rate floating securities | ' | '34 years | ' |
Maximum term of original maturity of marketable securities | ' | ' | '1 year |
Concentrations of Credit Risk | ' | ' | ' |
Net trade receivable | $1,676,339,000 | $769,469,000 | ' |
Past due period for receivables to be negligible | '90 days | ' | ' |
Period net trade receivable balance outstanding | '90 days | ' | ' |
Greece, Spain, Italy, and Portugal | ' | ' | ' |
Concentrations of Credit Risk | ' | ' | ' |
Net trade receivable | 84,500,000 | 5,600,000 | ' |
Portion of net trade receivables that is past due | $18,300,000 | ' | ' |
Three largest U.S. wholesaler customers | ' | ' | ' |
Concentrations of Credit Risk | ' | ' | ' |
Number of largest wholesale customers | 3 | ' | ' |
Trade receivables | Credit concentration | Three largest U.S. wholesaler customers | ' | ' | ' |
Concentrations of Credit Risk | ' | ' | ' |
Number of largest wholesale customers | 3 | ' | ' |
Concentration risk, percentage | 47.00% | 42.00% | ' |
SIGNIFICANT_ACCOUNTING_POLICIE5
SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended |
Dec. 31, 2013 | |
Buildings | Maximum | ' |
Property, plant and equipment [Line Items] | ' |
Estimated Useful Lives (Years) | '40 years |
Machinery and equipment | Minimum | ' |
Property, plant and equipment [Line Items] | ' |
Estimated Useful Lives (Years) | '3 years |
Machinery and equipment | Maximum | ' |
Property, plant and equipment [Line Items] | ' |
Estimated Useful Lives (Years) | '20 years |
Other equipment | Minimum | ' |
Property, plant and equipment [Line Items] | ' |
Estimated Useful Lives (Years) | '3 years |
Other equipment | Maximum | ' |
Property, plant and equipment [Line Items] | ' |
Estimated Useful Lives (Years) | '10 years |
Equipment on operating lease | Maximum | ' |
Property, plant and equipment [Line Items] | ' |
Estimated Useful Lives (Years) | '5 years |
Leasehold improvements and capital leases | Maximum | ' |
Property, plant and equipment [Line Items] | ' |
Estimated Useful Lives (Years) | '10 years |
SIGNIFICANT_ACCOUNTING_POLICIE6
SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 12 Months Ended |
Dec. 31, 2013 | |
Finite lived Intangible assets | ' |
Estimated useful life | '9 years |
Product brands | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '9 years |
Product brands | Minimum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '1 year |
Product brands | Maximum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '25 years |
Corporate brand | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '15 years |
Corporate brand | Minimum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '4 years |
Corporate brand | Maximum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '20 years |
Product rights | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '8 years |
Product rights | Minimum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '1 year |
Product rights | Maximum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '15 years |
Partner relationships | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '4 years |
Partner relationships | Minimum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '2 years |
Partner relationships | Maximum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '9 years |
Out-licensed technology and other | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '6 years |
Out-licensed technology and other | Minimum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '3 years |
Out-licensed technology and other | Maximum | ' |
Finite lived Intangible assets | ' |
Estimated useful life | '10 years |
SIGNIFICANT_ACCOUNTING_POLICIE7
SIGNIFICANT ACCOUNTING POLICIES (Details 5) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
segments | |||
SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' |
Number of geographic reporting units | 4 | ' | ' |
Number of reporting units | 3 | ' | ' |
Advertising Costs | ' | ' | ' |
Advertising costs | $8.80 | ' | ' |
Advertising expenses | $277.30 | $157.60 | $106.30 |
Tax benefit recognition, measurement percentage | 50.00% | ' | ' |
Minimum period to classify uncertain tax position liabilities as long term liabilities | '1 year | ' | ' |
Three largest U.S. wholesaler customers | ' | ' | ' |
Revenue Recognition | ' | ' | ' |
Number of largest wholesale customers | 3 | ' | ' |
BUSINESS_COMBINATIONS_Consider
BUSINESS COMBINATIONS - Consideration Transferred (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 05, 2013 | Dec. 11, 2012 |
B&L | Medicis | |||
Business Combinations | ' | ' | ' | ' |
Enterprise value | ' | ' | $8,700,000,000 | ' |
Adjusted for the following: | ' | ' | ' | ' |
B&L’s outstanding debt, including accrued interest | ' | ' | -4,248,310,000 | ' |
B&L’s company expenses | ' | ' | -6,377,000 | ' |
Payment in B&L’s performance-based option(a) | ' | ' | -48,478,000 | ' |
Payment for B&L’s cash balance(b) | ' | ' | 149,000,000 | ' |
Additional cash payment(b) | ' | ' | 75,000,000 | ' |
Other | ' | ' | -3,189,000 | ' |
Equity purchase price | ' | ' | 4,617,646,000 | ' |
Less: Cash consideration paid for B&L’s unvested stock options(c) | ' | ' | -4,320,000 | ' |
Total fair value of consideration transferred | ' | ' | 4,613,326,000 | 2,578,879,000 |
Number of common shares of Medicis outstanding as of acquisition date | 333,036,637 | 303,861,272 | ' | 57,135,000 |
Per Share Consideration (in dollars per share) | ' | ' | ' | $44 |
Fair value of common shares outstanding as of the date of the acquisition | ' | ' | ' | 2,513,946,000 |
Number of stock options of Medicis cancelled and exchanged for cash | ' | ' | ' | 3,152,000 |
Fair value of number of stock options of Medicis cancelled and exchanged for cash | ' | ' | ' | 33,052,000 |
Number of outstanding restricted shares cancelled and exchanged for cash | ' | ' | ' | 1,974,000 |
Fair value of number of outstanding restricted shares cancelled and exchanged for cash | ' | ' | ' | $31,881,000 |
BUSINESS_COMBINATIONS_Estimate
BUSINESS COMBINATIONS - Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 18, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Oct. 17, 2011 | Aug. 19, 2011 | Aug. 17, 2011 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | B&L | B&L | B&L | B&L | Other Business Combinations | Other Business Combinations | Other Business Combinations | Medicis | Medicis | Medicis | Medicis | OraPharma | OraPharma | OraPharma | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | iNova | Dermik | Ortho Dermatologics | Afexa | Afexa | Sanitas | Sanitas | PharmaSwiss | |||
Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | |||||||||||||||||||
Assets acquired and liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | $178,112 | ' | $209,522 | ($31,410) | $43,071 | $43,071 | ' | $169,583 | ' | $169,583 | ' | $14,119 | $14,119 | ' | $6,997 | ' | $7,255 | ($258) | $8,792 | ' | ' | $1,558 | ' | $5,607 | ' | $43,940 |
Accounts receivable | ' | ' | ' | 544,374 | ' | 547,873 | -3,499 | 65,322 | 64,049 | 1,273 | 90,208 | ' | 81,092 | 9,116 | 10,348 | 10,348 | ' | 29,829 | ' | 29,846 | -17 | 30,525 | ' | ' | 7,912 | ' | 25,645 | ' | 61,629 |
Assets held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,566 | ' | 15,566 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | ' | ' | ' | 652,089 | ' | 675,818 | -23,729 | 35,639 | 33,559 | 2,080 | 137,522 | ' | 145,157 | -7,635 | 2,537 | 3,222 | -685 | 56,728 | ' | 64,819 | -8,091 | 41,987 | 28,568 | 6,169 | 22,489 | ' | 22,010 | ' | 70,319 |
Short-term and long-term investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 626,559 | ' | 626,559 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,416 | ' | 40,416 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other current assets | ' | ' | ' | 146,933 | ' | 146,574 | 359 | 13,960 | 13,965 | -5 | 74,622 | ' | 74,622 | ' | 4,085 | 4,063 | 22 | 2,524 | ' | 2,524 | ' | ' | ' | ' | 5,406 | ' | 3,166 | ' | 14,429 |
Property, plant and equipment | ' | ' | ' | 766,028 | ' | 761,410 | 4,618 | 13,939 | 13,950 | -11 | 2,614 | ' | 8,239 | -5,625 | 8,181 | 8,181 | ' | 9,027 | ' | 9,027 | ' | 14,508 | 39,581 | 206 | 8,766 | ' | 83,288 | ' | 9,737 |
Total identifiable intangible assets acquired | ' | ' | ' | 4,342,375 | ' | 4,316,117 | 26,258 | 726,726 | 722,942 | 3,784 | 1,368,881 | ' | 1,390,724 | -21,843 | 402,313 | 466,408 | -64,095 | 668,146 | 666,619 | 666,619 | 1,527 | 421,762 | 343,649 | 333,599 | 74,730 | ' | 247,127 | ' | 209,240 |
Acquired IPR&D | ' | ' | ' | 418,252 | ' | 398,130 | 20,122 | 18,951 | 18,714 | 237 | 159,809 | ' | 153,817 | 5,992 | 28,615 | 15,464 | 13,151 | 1,234 | ' | 1,234 | ' | ' | ' | 4,318 | ' | ' | 747 | ' | ' |
Indemnification assets | ' | ' | ' | ' | ' | ' | ' | 2,518 | 3,201 | -683 | ' | ' | ' | ' | ' | ' | ' | 27,901 | ' | 27,901 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other non-current assets | ' | ' | ' | 58,757 | ' | 58,757 | ' | 3,851 | 185 | 3,666 | 616 | ' | 616 | ' | 1,862 | 1,862 | ' | 21 | ' | 21 | ' | ' | ' | ' | ' | ' | 2,662 | ' | 3,122 |
Current liabilities | ' | ' | ' | -875,321 | ' | -885,578 | 10,257 | -36,605 | -36,234 | -371 | -466,284 | ' | -453,909 | -12,375 | -10,070 | -9,675 | -395 | -32,496 | ' | -32,146 | -350 | -34,213 | ' | ' | -18,104 | ' | -30,428 | ' | -46,040 |
Short-term borrowings | ' | ' | ' | ' | ' | ' | ' | -32,775 | -33,321 | 546 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, including current portion | ' | ' | ' | -4,209,852 | -4,209,852 | -4,209,852 | ' | -24,109 | -24,018 | -91 | -777,985 | -777,985 | -777,985 | ' | -37,868 | -37,868 | ' | -920 | ' | -920 | ' | ' | ' | ' | ' | ' | -67,134 | ' | ' |
Liability for uncertain tax position | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,682 | 6,682 | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income taxes, net | ' | ' | ' | -1,386,878 | ' | -1,410,931 | 24,053 | ' | ' | ' | -192,805 | ' | -205,009 | 12,204 | -155,521 | -173,907 | 18,386 | -10,560 | ' | -10,933 | 373 | 15,893 | ' | ' | -19,071 | ' | -43,269 | ' | -6,608 |
Deferred tax liability, net | ' | ' | ' | -1,464,200 | ' | ' | ' | -152,548 | -147,801 | -4,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,262 | -1,690 | ' | ' | ' | ' | ' |
Other non-current liabilities | ' | ' | ' | -281,263 | ' | -280,195 | -1,068 | -1,453 | -1,453 | ' | -8,841 | ' | -8,841 | ' | -158 | -158 | ' | -28,523 | ' | -28,523 | ' | ' | ' | ' | -1,138 | ' | -6,049 | ' | -720 |
Total identifiable net assets | ' | ' | ' | 353,606 | ' | 327,645 | 25,961 | 676,487 | 670,809 | 5,678 | 1,224,915 | ' | 1,245,081 | -20,166 | 268,443 | 302,059 | -33,616 | 745,474 | ' | 745,608 | -134 | 499,254 | 410,536 | 342,602 | 82,548 | ' | 243,372 | ' | 359,048 |
Noncontrolling interest | ' | ' | ' | -102,700 | ' | -102,300 | -400 | -11,196 | -11,196 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,800 | -34,800 | -21,100 | ' |
Goodwill | 9,752,100 | 5,141,366 | 3,581,512 | 4,362,420 | ' | 4,387,981 | -25,561 | 232,840 | 224,291 | 8,549 | 1,353,964 | ' | 1,333,798 | 20,166 | 120,057 | 86,802 | 33,255 | 62,013 | ' | 70,600 | -8,587 | 201,927 | 11,076 | 2,592 | 8,982 | ' | 204,791 | ' | 159,660 |
Total fair value of consideration transferred | ' | ' | ' | 4,613,326 | ' | 4,613,326 | ' | 898,131 | 883,904 | 14,227 | ' | ' | ' | ' | ' | ' | ' | 807,487 | ' | ' | ' | ' | ' | 345,194 | ' | ' | ' | ' | ' |
Total fair value of consideration transferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,578,879 | ' | $2,578,879 | ' | $388,500 | $388,861 | ($361) | ' | ' | $816,208 | ($8,721) | $701,181 | $421,612 | ' | $91,530 | ' | $448,163 | ' | $518,708 |
BUSINESS_COMBINATIONS_Property
BUSINESS COMBINATIONS - Property, Plant and Equipment Acquired (Details) (B&L, USD $) | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 |
In Thousands, unless otherwise specified | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Land | Land | Land | Buildings | Buildings | Buildings | Machinery and equipment | Machinery and equipment | Machinery and equipment | Leasehold improvements | Leasehold improvements | Leasehold improvements | Equipment on operating lease | Equipment on operating lease | Equipment on operating lease | Construction in progress | Construction in progress | |
Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | ||||||||||
Business Combinations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted- Average Useful Lives (Years) | ' | ' | ' | ' | ' | ' | '24 years | ' | ' | '5 years | ' | ' | '5 years | ' | ' | '3 years | ' | ' | ' | ' |
Total property, plant and equipment acquired | $766,028 | $761,410 | $4,618 | $34,747 | $47,407 | ($12,660) | $230,148 | $273,180 | ($43,032) | $333,968 | $273,509 | $60,459 | $22,363 | $22,455 | ($92) | $13,735 | $13,792 | ($57) | $131,067 | $131,067 |
BUSINESS_COMBINATIONS_Identifi
BUSINESS COMBINATIONS - Identifiable intangible assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 18, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 18, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 18, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 19, 2011 | Dec. 31, 2011 | Aug. 19, 2011 | Dec. 31, 2011 | Aug. 19, 2011 | Dec. 31, 2011 | Aug. 19, 2011 | Dec. 31, 2011 | Aug. 19, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | Corporate brand | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | OraPharma | OraPharma | OraPharma | OraPharma | OraPharma | OraPharma | OraPharma | OraPharma | OraPharma | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | iNova | iNova | iNova | Dermik | Dermik | Dermik | Dermik | Afexa | Afexa | Afexa | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | PharmaSwiss | PharmaSwiss | PharmaSwiss |
Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Product brands | Product brands | Product brands | Product rights | Product rights | Product rights | Corporate brand | Corporate brand | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Product brands | Product brands | Product brands | Corporate brand | Corporate brand | Corporate brand | Patents | Patents | Royalty Agreement | Royalty Agreement | Partner relationships | Partner relationships | Technology | Technology | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | In-licensed products | In-licensed products | In-licensed products | Product brands | Product brands | Product brands | Corporate brand | Corporate brand | Corporate brand | Patents | Patents | Patents | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Product brands | Product brands | Product brands | Corporate brand | Corporate brand | Corporate brand | Amounts Recognized as of Acquisition Date (as previously reported) | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Product brands | Product brands | Product brands | Product rights | Product rights | Product rights | Corporate brand | Corporate brand | Corporate brand | Royalty Agreement | Royalty Agreement | Partner relationships | Partner relationships | Product brands | Corporate brand | Product brands | Product rights | Manufacturing agreement | Product brands | Patented technology | Product brands | Product brands | Product rights | Product rights | Corporate brand | Corporate brand | Partner relationships | Partner relationships | Product brands | Partner relationships | |||||||||||||
Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Amounts Recognized as of Acquisition Date (as previously reported) | Amounts Recognized as of Acquisition Date (as previously reported) | Amounts Recognized as of Acquisition Date (as previously reported) | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Measurement Period Adjustments | Amounts Recognized as of Acquisition Date (as previously reported) | Amounts Recognized as of Acquisition Date (as previously reported) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted- Average Useful Lives (Years) | ' | '9 years | ' | ' | '10 years | ' | ' | '8 years | ' | ' | ' | ' | '8 years | ' | ' | '7 years | ' | ' | '13 years | ' | ' | '3 years | ' | '5 years | ' | '5 years | ' | '10 years | ' | '9 years | ' | ' | '11 years | ' | ' | '8 years | ' | ' | '14 years | ' | ' | '5 years | ' | ' | '12 years | ' | ' | '12 years | ' | ' | '15 years | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' | '10 years | ' | ' | '12 years | ' | ' | '9 years | ' | '5 years | ' | '8 years | '8 years | '4 years | '9 years | '9 years | '5 years | '5 years | '10 years | '11 years | '7 years | '8 years | ' | '7 years | ' | '7 years | ' | '15 years | ' | '7 years | ' | '7 years | '9 years | '7 years |
Total identifiable intangible assets acquired | ' | $4,342,375 | $4,316,117 | $26,258 | $1,784,160 | $1,770,164 | $13,996 | $860,677 | $855,402 | $5,275 | ' | ' | $726,726 | $722,942 | $3,784 | $520,261 | $517,232 | $3,029 | $86,884 | $86,129 | $755 | $71,676 | $71,676 | $26,466 | $26,466 | $16,000 | $16,000 | $5,439 | $5,439 | $1,368,881 | $1,390,724 | ($21,843) | $635,712 | $633,429 | $2,283 | $466,750 | $491,627 | ($24,877) | $40,286 | $40,683 | ($397) | $226,133 | $224,985 | $1,148 | $402,313 | $466,408 | ($64,095) | $384,508 | $446,958 | ($62,450) | $17,805 | $19,450 | ($1,645) | $668,146 | $666,619 | $666,619 | $1,527 | $455,395 | $456,720 | ($1,325) | $108,401 | $109,274 | ($873) | $35,659 | $31,934 | $3,725 | $36,277 | $36,277 | $32,414 | $32,414 | $421,762 | $416,064 | $5,698 | $343,649 | $294,288 | $34,084 | $15,277 | $74,730 | $59,344 | $15,386 | ' | $247,127 | ' | $164,823 | ' | $43,027 | ' | $25,227 | ' | $14,050 | $209,240 | $79,057 | $130,183 |
Indefinite-lived intangible assets | $1,697,538 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,690,551 | $6,987 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
BUSINESS_COMBINATIONS_Longterm
BUSINESS COMBINATIONS - Long-term debt assumed (Details) (USD $) | Dec. 31, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 11, 2012 | Dec. 11, 2012 | Dec. 11, 2012 |
In Thousands, unless otherwise specified | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | Medicis | Medicis | Medicis | Medicis | Medicis |
9.875% Senior Notes | Holdco unsecured term loan | Revolver loan | Debentures | Other | U.S. dollar | U.S. dollar | U.S. dollar | Euro | Japanese | 1.375% Convertible Senior Notes due in 2017 | 2.5% Contingent Convertible Senior Notes due in 2032 | 1.5% Contingent Convertible Senior Notes due in 2033 | |||||
Senior Notes | Delayed draw term loan | Revolver loan | Senior Notes | Revolving credit facility | |||||||||||||
Business Combinations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt assumed | $4,209,852 | $4,209,852 | $350,000 | $707,010 | $15,000 | $11,803 | $4,500 | $1,915,749 | $398,003 | $170,000 | $603,952 | $33,835 | $777,985 | $777,985 | $546,668 | $231,111 | $206 |
BUSINESS_COMBINATIONS_Pro_form
BUSINESS COMBINATIONS - Pro forma impact of business combinations (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Pro forma of consolidated results of operations | ' | ' |
Revenues | $7,665,850 | $7,700,624 |
Net loss attributable to Valeant Pharmaceuticals International, Inc. | ($821,147) | ($709,592) |
Loss per share attributable to Valeant Pharmaceuticals International, Inc.: | ' | ' |
Basic and diluted (in dollars per share) | ($2.47) | ($2.14) |
BUSINESS_COMBINATIONS_Narrativ
BUSINESS COMBINATIONS - Narrative (Details) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 8 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | 24-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Apr. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 01, 2013 | Dec. 31, 2013 | Feb. 20, 2013 | Dec. 11, 2012 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 11, 2012 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 11, 2012 | Dec. 11, 2012 | Jun. 18, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 02, 2012 | Sep. 28, 2012 | Dec. 31, 2013 | Sep. 24, 2012 | Sep. 24, 2012 | Sep. 24, 2012 | 23-May-12 | Dec. 31, 2012 | 2-May-12 | 2-May-12 | Mar. 13, 2012 | Mar. 13, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 01, 2013 | Feb. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 21, 2011 | Dec. 21, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Oct. 17, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 17, 2011 | Dec. 31, 2012 | Sep. 15, 2011 | Aug. 19, 2011 | Aug. 19, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 22, 2011 | Sep. 02, 2011 | Aug. 17, 2011 | Dec. 31, 2011 | Aug. 19, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 29, 2011 | Jan. 31, 2014 | Dec. 31, 2013 | Mar. 10, 2011 | Mar. 10, 2011 | 31-May-12 | 31-May-12 | Feb. 28, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Dec. 31, 2011 | |
USD ($) | USD ($) | USD ($) | Actavis Specialty Brands | Developed Markets | Developed Markets | Developed Markets | Emerging Markets | Emerging Markets | Emerging Markets | Acquired IPR&D | 9.875% Senior Notes | 2.5% Contingent Convertible Senior Notes due in 2032 | 1.5% Contingent Convertible Senior Notes due in 2033 | 1.375% Convertible Senior Notes due in 2017 | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | Obagi Medical Products, Inc | Obagi Medical Products, Inc | Obagi Medical Products, Inc | Natur Produkt | Natur Produkt | Eisai | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | OraPharma | OraPharma | OraPharma | OraPharma | 2012 Other Business Combinations | 2012 Other Business Combinations | 2012 Other Business Combinations | Johnson and Johnson Consumer Companies Inc. | Johnson and Johnson North America | QLT Inc and QLT Ophthalmics Inc. | QLT Inc and QLT Ophthalmics Inc. | QLT Inc and QLT Ophthalmics Inc. | QLT Inc and QLT Ophthalmics Inc. | University Medical Pharmaceuticals | Atlantis Pharma | Atlantis Pharma | Atlantis Pharma | Gerot Lannach | Gerot Lannach | Gerot Lannach | Gerot Lannach | Probiotica Laboratorios Ltda. | Probiotica Laboratorios Ltda. | Probiotica Laboratorios Ltda. | Probiotica Laboratorios Ltda. | Probiotica Laboratorios Ltda. | Probiotica Laboratorios Ltda. | iNova | iNova | iNova | iNova | iNova | iNova | iNova | iNova | iNova | Dermik | Dermik | Dermik | Ortho Dermatologics | Ortho Dermatologics | Ortho Dermatologics | Afexa | Afexa | Afexa | Afexa | Afexa | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Sanitas | Elidel and Xerese | Elidel and Xerese | Elidel and Xerese | Elidel and Xerese | Elidel and Xerese | Elidel and Xerese | Elidel and Xerese | PharmaSwiss | PharmaSwiss | PharmaSwiss | PharmaSwiss | PharmaSwiss | PharmaSwiss | PharmaSwiss | PharmaSwiss | PharmaSwiss | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Product brands | Developed Markets | Emerging Markets | Various Vision Care Products | Various Pharmaceutical Products | Various Surgical Products | IPR&D | Restructuring, Integration and Other Costs | 9.875% Senior Notes | 9.875% Senior Notes | 9.875% Senior Notes | USD ($) | USD ($) | USD ($) | USD ($) | Product brands | USD ($) | Developed Markets | Emerging Markets | USD ($) | Emerging Markets | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Minimum | Maximum | Product brands | Actavis Specialty Brands | Development of dermatology products for treatment of bacterial vaginosis | Development of several aesthetics programs | 2.5% Contingent Convertible Senior Notes due in 2032 | 1.5% Contingent Convertible Senior Notes due in 2033 | 1.375% Convertible Senior Notes due in 2017 | USD ($) | USD ($) | USD ($) | Product brands | USD ($) | USD ($) | Product brands | USD ($) | USD ($) | USD ($) | USD ($) | U.S | U.S. and Puerto Rico | USD ($) | USD ($) | USD ($) | MXN | USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | BRL | USD ($) | BRL | Minimum | Maximum | USD ($) | USD ($) | USD ($) | USD ($) | AUD | Product brands | Developed Markets | Emerging Markets | Canada and Australia [Member] | USD ($) | Product brands | Canada | USD ($) | USD ($) | Product brands | USD ($) | USD ($) | USD ($) | Product brands | USD ($) | USD ($) | USD ($) | product | USD ($) | EUR (€) | EUR (€) | USD ($) | Product brands | Product brands | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Subsequent event | Acquired IPR&D | USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | therapeutic_area | USD ($) | EUR (€) | Product brands | ||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | country | USD ($) | USD ($) | country | USD ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value per share of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Enterprise value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,700,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid for unvested options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 544,374,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,322,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,208,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,348,000 | ' | 29,829,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,525,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,912,000 | ' | ' | ' | ' | 25,645,000 | 25,645,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 61,629,000 | ' | ' |
Gross contractual amount of trade accounts receivable acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 555,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,300,000 | ' | 31,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,900,000 | ' | ' | ' | ' | ' | ' | ' | 27,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,800,000 | ' | ' |
Expected uncollectible of trade accounts receivable acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,200,000 | ' | ' |
Entry to record inventory at its estimated fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 273,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 104,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,200,000 | ' | ' |
Acquired IPR&D | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 418,252,000 | ' | ' | ' | 226,500,000 | 171,000,000 | 20,800,000 | ' | ' | ' | ' | ' | 18,951,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 159,809,000 | ' | ' | ' | ' | 66,600,000 | 136,900,000 | 22,900,000 | ' | ' | ' | ' | ' | 28,615,000 | ' | 1,234,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,318,000 | ' | ' | ' | ' | ' | ' | ' | 747,000 | 747,000 | ' | ' | ' | ' | ' | ' | ' | ' | 33,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-adjusted discount rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on debt (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.88% | 2.50% | 1.50% | 1.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.88% | 9.88% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 1.50% | 1.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | 65,014,000 | 20,080,000 | 36,844,000 | ' | ' | ' | ' | ' | ' | ' | ' | 8,161,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liability, noncurrent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,464,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,548,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,262,000 | ' | ' | ' | 1,690,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of pension and other benefits liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 224,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 9,752,100,000 | 5,141,366,000 | 3,581,512,000 | ' | 7,428,739,000 | 3,992,988,000 | 2,530,976,000 | 2,323,361,000 | 1,148,378,000 | 1,050,536,000 | ' | ' | ' | ' | ' | ' | 4,362,420,000 | ' | 3,226,700,000 | 1,135,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | 232,840,000 | ' | ' | ' | ' | ' | 158,500,000 | 21,600,000 | ' | 40,900,000 | ' | ' | ' | ' | ' | 1,353,964,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,057,000 | ' | 62,013,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 201,927,000 | ' | ' | ' | ' | 119,500,000 | 82,400,000 | ' | 11,076,000 | ' | ' | ' | 2,592,000 | ' | ' | 8,982,000 | ' | ' | ' | ' | 204,791,000 | 204,791,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 159,660,000 | ' | ' |
Acquisition-related costs | 36,416,000 | 78,604,000 | 32,964,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues of acquiree since acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,345,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 269,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net earnings (loss), net of tax of acquiree since acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -28,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,613,326,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 898,131,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 807,487,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 345,194,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99,200,000 | ' | ' | ' | ' | 44,200,000 | ' | ' | ' | ' | 7,900,000 | ' | ' | 1,500,000 | ' | 7,600,000 | ' | 16,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Per Share Consideration (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $24 | ' | ' | ' | ' | ' | $44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | € 10.06 | € 10.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,613,326,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 437,100,000 | ' | ' | 149,900,000 | ' | ' | 2,578,879,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,700,000 | 107,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,500,000 | 158,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 289,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,500,000 | 50,000,000 | 65,000,000 | ' | 65,500,000 | 847,300,000 | 164,000,000 | 125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 656,700,000 | 657,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential future milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 114,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | 40,000,000 | ' | 8,900,000 | 114,700,000 | 19,700,000 | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,900,000 | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000,000 | ' | ' | 41,700,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' |
Contingent refund of purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring, integration and other costs | 514,825,000 | 344,387,000 | 97,667,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 234,060,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,423,000 | 46,941,000 | 134,821,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,300,000 | 23,589,000 | 162,952,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from liquidation of investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | 9,000,000 | 615,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale price of worldwide rights | ' | ' | ' | 55,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,578,879,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 388,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 701,181,000 | ' | ' | ' | ' | ' | ' | ' | 421,612,000 | ' | ' | ' | ' | ' | ' | 91,530,000 | ' | ' | ' | ' | 448,163,000 | 448,163,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 518,708,000 | ' | ' |
Payment of assumed debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of contingent consideration | 130,060,000 | 103,926,000 | 31,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,100,000 | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,500,000 | 88,000,000 | 28,500,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on acquisition-related contingent consideration, liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of exclusive supply agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of sales related to acquired assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Time restriction of contractual arrangement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price has been place in escrow in accordance with the indemnification provisions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,900,000 | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of purchase price that has been placed in escrow in accordance with the indemnification provisions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on acquisition-related contingent consideration, asset | 29,259,000 | 5,266,000 | 10,986,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | 10,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | -6,500,000 | -11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,200,000 | ' | ' |
Notional amount of foreign currency forward-exchange contract purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 625,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000,000 | ' |
Gain on settlement of foreign currency forward-exchange contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,100,000 | ' | ' | ' | ' |
Classified as Assets held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, expected tax deductible amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted- Average Useful Lives (Years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 years | ' | ' | ' | '8 years | ' | ' | ' | ' | ' | ' | ' | ' | '12 years | '12 years | '10 years | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years | ' | ' | ' | '8 years | ' | ' | ' | '9 years | '9 years | ' | ' | ' | '9 years | ' | '10 years | ' | ' | '11 years | ' | ' | ' | ' | '8 years | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | '8 years | ' | ' | ' | ' | ' | ' | '7 years | ' | '9 years |
Recognized charge to wrote-off the IPR&D asset related to MC5 program | 153,639,000 | 189,901,000 | 109,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding common shares acquired, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 73.80% | ' | 98.40% | 92.00% | 92.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding common shares acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,929,921 | ' | 30,593,656 | 28,625,025 | 28,625,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 491,200,000 | 353,100,000 | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26.20% | ' | ' | 8.00% | 8.00% | ' | ' | 1.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,196,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,800,000 | ' | ' | 34,800,000 | 34,800,000 | ' | ' | ' | ' | 21,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minority shareholders sale of ordinary shares owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 512,264 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of additional voting interests acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.40% | 87.20% | 4.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional cash consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,400,000 | 392,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional outstanding common shares acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,968,631 | ' | 1,502,432 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of products in product portfolio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 390 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of countries of operation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19 | ' | ' | ' |
Amount of minimum royalty to be paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of additional minimum royalty to be paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of upfront and contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 437,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product brands intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,342,375,000 | 1,784,160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 726,726,000 | ' | ' | ' | 520,261,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,368,881,000 | ' | ' | ' | 466,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | 402,313,000 | 384,508,000 | 668,146,000 | ' | 455,395,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 421,762,000 | ' | ' | ' | 416,064,000 | ' | ' | ' | 343,649,000 | 294,288,000 | ' | ' | 333,599,000 | ' | ' | 74,730,000 | ' | ' | 59,344,000 | ' | 247,127,000 | 247,127,000 | ' | ' | ' | ' | ' | ' | 164,823,000 | ' | 406,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 209,240,000 | ' | 79,057,000 |
Acquisitions, deferred income tax liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other payments to acquire businesses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,400,000 | 10,000,000 | ' | ' | ' | ' | ' |
Foreign exchange loss recognized on amount bought to finance business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' |
Remaining foreign currency consideration used to finance transaction of business combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,000,000 | ' |
Net foreign exchange gain recognized in earnings | -9,465,000 | 19,721,000 | 26,551,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' |
Number of therapeutic areas in which broad product portfolio is offered | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' |
Pro forma acquisition accounting adjustment on inventory sold subsequent to acquisition date | 369,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro forma acquisition-related costs | $25,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ACQUISITIONS_AND_DISPOSITIONS_
ACQUISITIONS AND DISPOSITIONS (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Mar. 31, 2012 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 25, 2011 | |
Skincare Products | Skincare Products | Buphenyl | Clindamycin and benzoyl peroxide gel ("IDP-111") | Fluorouracil cream ("5-FU") | Clindamycin and benzoyl peroxide gel ("IDP-111") and Fluorouracil cream ("5-FU") | Cloderm Cream | Zovirax | Zovirax | Zovirax | |||
Asset acquisitions and disposition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash proceeds | ' | ' | $13,700,000 | ' | $19,000,000 | ' | ' | $66,300,000 | ' | ' | ' | ' |
Potential additional earn-out payments, period | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) on disposition of business | ' | ' | ' | -10,200,000 | ' | ' | ' | -2,600,000 | 5,300,000 | ' | ' | ' |
Impairment charges | ' | ' | ' | ' | ' | 7,900,000 | 19,800,000 | ' | ' | ' | ' | ' |
Upfront payment received for exclusive license | ' | ' | ' | ' | ' | ' | ' | ' | 36,000,000 | ' | ' | ' |
Cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 |
Term of distribution agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' |
Adjusted carrying value of intangible assets | $10,571,311,000 | $8,761,793,000 | ' | ' | ' | ' | ' | ' | ' | ' | $91,400,000 | ' |
Weighted- Average Useful Lives (Years) | '9 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '11 years | ' |
COLLABORATION_AGREEMENTS_Detai
COLLABORATION AGREEMENTS (Details) (USD $) | 12 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2010 | Jul. 31, 2013 | Mar. 30, 2012 | Mar. 30, 2012 | Oct. 02, 2012 | Dec. 31, 2012 | Oct. 31, 2008 | 31-May-11 | Apr. 30, 2012 |
Ezogabine Retigabine | Non-recurring basis | Non-recurring basis | Living Proof, Inc. | SMG | NicOx | Mimetogen | Collaborations | Collaborations | BMS Collaboration and Option Agreement | BMS Collaboration and Option Agreement | GSK | GSK | GSK | |
Ezogabine Retigabine | Ezogabine Retigabine | Neotensil | Bensal, HP | Latanoprostene Bunod | MIM-D3 compound | Medicis | Development and license agreement with a specialty pharmaceutical company | Ezogabine/retigabine | TrobaltTM | PotigaTM | ||||
Amortization and Impairments of Finite-lived Intangible Assets | In-process Research and Development Impairments and Other Charges | Maximum | Maximum | Maximum | Maximum | |||||||||
Collaboration Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration paid for rights | ' | ' | ' | $15 | $5 | ' | $95 | ' | ' | ' | $83.30 | ' | ' | ' |
Milestone payments in terms of collaboration and license agreements | ' | ' | ' | 62.5 | 80 | 162.5 | 345 | ' | ' | ' | ' | ' | ' | ' |
Term of additional rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' |
Potential contingent consideration payment | ' | ' | ' | ' | ' | ' | ' | 80 | 120 | ' | ' | ' | ' | ' |
GSK milestone payment, maximum percentage of royalty on net sales of product outside of the Collaboration Territory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 20.00% | ' |
GSK milestone payment, maximum percentage of royalty on net sales of backup compounds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' |
GSK milestone payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40 | 45 |
GSK milestone payment, maximum percentage of net profits shared on sales of product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Impairment charges | $551.60 | $551.60 | $93.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RESTRUCTURING_INTEGRATION_AND_2
RESTRUCTURING, INTEGRATION AND OTHER CHARGES (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
employees | B&L | B&L | Medicis | Medicis | Medicis | Medicis | Sculptra | Previously canceled performance-based options related to the Acquisition | Previously canceled performance-based options related to the Acquisition | Acceleration of unvested stock options related to the Acquisition | |||
employees | Maximum | employees | Maximum | B&L | Medicis | B&L | |||||||
Cost-rationalization and integration initiatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated annual synergies | ' | ' | ' | ' | $850,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated cost related to cost-rationalization and integration initiatives | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' |
Restructuring and acquisition-related costs since acquisition date | ' | ' | ' | 364,200,000 | ' | ' | 181,300,000 | ' | ' | ' | ' | ' | ' |
Restructuring expenses related to acquisition | ' | ' | ' | 181,300,000 | ' | ' | 109,200,000 | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | 36,416,000 | 78,604,000 | 32,964,000 | 14,100,000 | ' | ' | 32,200,000 | ' | ' | 24,200,000 | ' | ' | ' |
Integration expenses related to acquisition | ' | ' | ' | 168,800,000 | ' | ' | 39,900,000 | ' | ' | ' | ' | ' | ' |
Approximate number of employees expected to be terminated | ' | ' | ' | 2,500 | ' | ' | 750 | ' | ' | ' | ' | ' | ' |
Restructuring, integration and other costs | $514,825,000 | $344,387,000 | $97,667,000 | $234,060,000 | ' | $77,300,000 | $23,589,000 | $162,952,000 | ' | ' | $48,500,000 | $77,300,000 | $4,300,000 |
Number of employees terminated | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RESTRUCTURING_INTEGRATION_AND_3
RESTRUCTURING, INTEGRATION AND OTHER CHARGES (Details 2) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
B&L | Medicis | Medicis | Medicis | Other Business Combinations | Other Business Combinations | Other Business Combinations | Employee Termination Costs - Severance and Related Benefits | Employee Termination Costs - Severance and Related Benefits | Employee Termination Costs - Severance and Related Benefits | Employee Termination Costs - Severance and Related Benefits | Employee Termination Costs - Severance and Related Benefits | Employee Termination Costs - Severance and Related Benefits | Employee Termination Costs - Share-Based Compensation | Employee Termination Costs - Share-Based Compensation | Employee Termination Costs - Share-Based Compensation | Employee Termination Costs - Share-Based Compensation | Employee Termination Costs - Share-Based Compensation | IPR&D Termination Costs | Contract Termination, Facility Closure and Other Costs | Contract Termination, Facility Closure and Other Costs | Contract Termination, Facility Closure and Other Costs | Contract Termination, Facility Closure and Other Costs | Contract Termination, Facility Closure and Other Costs | Contract Termination, Facility Closure and Other Costs | ||||
B&L | Medicis | Medicis | Other Business Combinations | Other Business Combinations | Other Business Combinations | B&L | Medicis | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Business Combinations | B&L | Medicis | Medicis | Other Business Combinations | Other Business Combinations | Other Business Combinations | |||||||||||
Restructuring reserve | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | $0 | ' | $11,554 | $0 | $13,153 | $26,459 | $0 | $0 | $11,351 | $0 | $2,158 | $24,789 | $0 | $0 | $0 | $681 | $0 | $0 | ' | $0 | $203 | $0 | $10,314 | $1,670 | $0 |
Costs incurred and/or charged to expense | 514,825 | 344,387 | 97,667 | 234,060 | 77,300 | 23,589 | 162,952 | 14,423 | 46,941 | 134,821 | 155,734 | 20,039 | 85,253 | 1,654 | 14,548 | 58,727 | 52,798 | 77,329 | ' | 3,455 | 49,482 | 13,750 | 25,528 | 3,550 | 370 | 12,769 | 28,938 | 12,862 |
Cash payments | ' | ' | ' | -138,332 | ' | -34,984 | -155,309 | -26,640 | -55,582 | -56,443 | -77,774 | -31,409 | -77,975 | -3,873 | -38,168 | -33,938 | -52,798 | -77,329 | ' | -2,033 | ' | -13,750 | -7,760 | -3,575 | -5 | -22,767 | -15,381 | -8,755 |
Non-cash adjustments | ' | ' | ' | 4,575 | ' | 97 | 3,911 | -186 | -4,665 | -51,919 | 11,366 | 275 | 4,073 | 268 | 989 | ' | ' | ' | -681 | -741 | -49,482 | ' | -6,791 | -178 | -162 | 227 | -4,913 | -2,437 |
Balance at the end of the period | ' | ' | ' | $100,303 | $11,554 | $256 | $11,554 | $750 | $13,153 | $26,459 | $89,326 | $256 | $11,351 | $207 | $2,158 | $24,789 | $0 | $0 | $0 | $681 | $0 | ' | $10,977 | $0 | $203 | $543 | $10,314 | $1,670 |
RESTRUCTURING_INTEGRATION_AND_4
RESTRUCTURING, INTEGRATION AND OTHER CHARGES (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cost-rationalization and integration initiatives | ' | ' | ' |
Charge for remaining operating lease obligation, net of sublease income | $514,825 | $344,387 | $97,667 |
Operating lease obligations | ' | ' | ' |
Cost-rationalization and integration initiatives | ' | ' | ' |
Charge for remaining operating lease obligation, net of sublease income | ' | $10,200 | $9,800 |
RESTRUCTURING_INTEGRATION_AND_5
RESTRUCTURING, INTEGRATION AND OTHER CHARGES (Details 4) (USD $) | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
B&L | Medicis | Medicis | Other Business Combinations | Other Business Combinations | Other Business Combinations | Other Restructuring, Integration-related and Other Costs | Other Restructuring, Integration-related and Other Costs | Other Restructuring, Integration-related and Other Costs | |
Cost-rationalization and integration initiatives | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other restructuring, integration-related costs incurred | ' | ' | ' | ' | ' | ' | $257,100,000 | $167,000,000 | ' |
Integration consulting, duplicate labor, transition service, and other | ' | ' | ' | ' | ' | ' | 190,100,000 | 73,500,000 | 50,800,000 |
Facility closure costs | ' | ' | ' | ' | ' | ' | 39,100,000 | 57,600,000 | ' |
Severance costs | ' | ' | ' | ' | ' | ' | 15,100,000 | 18,300,000 | ' |
Other costs, including non-personnel manufacturing integration costs | ' | ' | ' | ' | ' | ' | 12,800,000 | 17,600,000 | ' |
Cash payment made | $138,332,000 | $34,984,000 | $155,309,000 | $26,640,000 | $55,582,000 | $56,443,000 | $296,800,000 | $147,500,000 | $37,500,000 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Assets: | ' | ' | ' |
Cash equivalents | $171,339 | $306,604 | ' |
Marketable securities | 0 | 11,577 | ' |
Liabilities: | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 355,765 | 455,082 | 420,084 |
Available-for-sale equity securities | ' | ' | ' |
Assets: | ' | ' | ' |
Marketable securities | 0 | 4,410 | ' |
Auction rate floating securities | ' | ' | ' |
Assets: | ' | ' | ' |
Marketable securities | 0 | 7,167 | ' |
Recurring basis | ' | ' | ' |
Assets: | ' | ' | ' |
Money market funds | 171,339 | 306,604 | ' |
Total financial assets | 171,339 | 318,181 | ' |
Liabilities: | ' | ' | ' |
Acquisition-related contingent consideration | -355,765 | ' | ' |
Recurring basis | Available-for-sale equity securities | ' | ' | ' |
Assets: | ' | ' | ' |
Total financial assets | ' | 4,410 | ' |
Recurring basis | Auction rate floating securities | ' | ' | ' |
Assets: | ' | ' | ' |
Total financial assets | ' | 7,167 | ' |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ' |
Assets: | ' | ' | ' |
Money market funds | 171,339 | 306,604 | ' |
Total financial assets | 171,339 | 311,014 | ' |
Cash equivalents | 171,339 | 306,604 | ' |
Marketable securities | ' | 4,410 | ' |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Available-for-sale equity securities | ' | ' | ' |
Assets: | ' | ' | ' |
Total financial assets | ' | 4,410 | ' |
Recurring basis | Significant Unobservable Inputs (Level 3) | ' | ' | ' |
Assets: | ' | ' | ' |
Total financial assets | ' | 7,167 | ' |
Marketable securities | ' | 7,167 | ' |
Liabilities: | ' | ' | ' |
Acquisition-related contingent consideration | -355,765 | -455,082 | ' |
Recurring basis | Significant Unobservable Inputs (Level 3) | Auction rate floating securities | ' | ' | ' |
Assets: | ' | ' | ' |
Total financial assets | ' | $7,167 | ' |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ' | ' | ' |
Balance at the beginning of the period | ($455,082) | ($420,084) | ' |
Included in net (loss) income: | ' | ' | ' |
Arising during the year | 29,259 | 5,266 | ' |
Included in other comprehensive income (loss): | ' | ' | ' |
Arising during the year | 4,938 | -784 | ' |
Acquisition-related contingent consideration: | ' | ' | ' |
Issuances | -76,064 | -145,728 | -443,481 |
Payments | 141,184 | 106,248 | ' |
Balance at the end of the period | ($355,765) | ($455,082) | ($420,084) |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details 3) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Auction rate securities | Corporate brands | Acquired IPR&D | Acquired IPR&D | iNova | iNova | Elidel, Xerese & Zovirax | Elidel, Xerese & Zovirax | Lacricert | Ezogabine Retigabine | Cortaid | Dermaglow | Suncare and skincare brands | Suncare and skincare brands | Significant Unobservable Inputs (Level 3) | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | ||||
Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Acquired IPR&D | Ezogabine Retigabine | Ezogabine Retigabine | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||
Amortization and Impairments of Finite-lived Intangible Assets | In-process Research and Development Impairments and Other Charges | Ezogabine Retigabine | Cortaid | Suncare and skincare brands | |||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, gain (loss) in earnings | $29,259,000 | $5,266,000 | ' | ' | ' | ' | ' | ' | $10,300,000 | ' | $6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related contingent consideration | 29,259,000 | 5,266,000 | 10,986,000 | ' | ' | ' | ' | 5,500,000 | 10,300,000 | 20,000,000 | ' | 6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of investments | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges on intangible assets | ' | ' | ' | ' | 31,500,000 | 24,700,000 | ' | ' | ' | ' | ' | ' | 551,600,000 | 5,700,000 | 18,700,000 | 31,500,000 | 31,300,000 | ' | 551,600,000 | 93,800,000 | ' | ' | ' |
Fair value of assets measured on nonrecurring basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,100,000 | 1,000,000 | 5,600,000 |
Adjusted carrying value of IPR&D | ' | ' | ' | ' | ' | 546,876,000 | 579,311,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,800,000 | ' | ' | ' | ' | ' |
Adjusted carrying value of intangible assets | 10,571,311,000 | 8,761,793,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | ' | 60,500,000 | ' | ' | ' | ' | ' | ' |
Impairment charges included an allocation of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,800,000 | ' | ' | ' | ' | ' | ' |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair values of financial instruments | ' | ' |
Cash equivalents | $171,339 | $306,604 |
Marketable securities | 0 | 11,577 |
Long-term debt | -18,375,289 | -11,691,338 |
Carrying Value | ' | ' |
Fair values of financial instruments | ' | ' |
Long-term debt | ($17,367,702) | ($11,015,625) |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Marketable securities by major security type | ' | ' |
Cost Basis | $0 | $11,197 |
Fair Value | 0 | 11,577 |
Gross Unrealized Gains | 0 | 380 |
Gross Unrealized Losses | 0 | 0 |
Auction rate floating securities | ' | ' |
Marketable securities by major security type | ' | ' |
Cost Basis | 0 | 7,166 |
Fair Value | 0 | 7,167 |
Gross Unrealized Gains | 0 | 1 |
Equity securities | ' | ' |
Marketable securities by major security type | ' | ' |
Cost Basis | 0 | 4,031 |
Fair Value | 0 | 4,410 |
Gross Unrealized Gains | $0 | $379 |
ACCOUNTS_RECEIVABLE_Details
ACCOUNTS RECEIVABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ' | ' |
Trade | $1,704,015 | $781,954 |
Less allowance for doubtful accounts | -27,676 | -12,485 |
Trade, net | 1,676,339 | 769,469 |
Royalties | 21,145 | 15,606 |
Other | 117,285 | 128,760 |
Accounts receivable | $1,814,769 | $913,835 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $221,762,000 | $120,885,000 |
Work in process | 104,744,000 | 60,384,000 |
Finished goods | 656,305,000 | 406,018,000 |
Inventories, gross | 982,811,000 | 587,287,000 |
Less allowance for obsolescence | -99,845,000 | -56,031,000 |
Inventories, net | 882,966,000 | 531,256,000 |
Business Combinations | ' | ' |
Acquisition accounting adjustment on the Valeant inventories that were sold | 372,500,000 | ' |
B&L | ' | ' |
Business Combinations | ' | ' |
Inventories | $652,089,000 | ' |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, plant and equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $2,073,078,000 | $636,232,000 | ' |
Less accumulated depreciation | -838,842,000 | -173,508,000 | ' |
Property, plant and equipment, net | 1,234,236,000 | 462,724,000 | ' |
Depreciation expense | 113,800,000 | 54,800,000 | 45,600,000 |
Land | ' | ' | ' |
Property, plant and equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 76,940,000 | 42,920,000 | ' |
Buildings | ' | ' | ' |
Property, plant and equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 607,056,000 | 220,039,000 | ' |
Machinery and equipment | ' | ' | ' |
Property, plant and equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 1,062,746,000 | 262,226,000 | ' |
Other equipment and leasehold improvements | ' | ' | ' |
Property, plant and equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 108,227,000 | 55,207,000 | ' |
Equipment on operating lease | ' | ' | ' |
Property, plant and equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 28,566,000 | ' | ' |
Construction in progress | ' | ' | ' |
Property, plant and equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $189,543,000 | $55,840,000 | ' |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Ezogabine Retigabine | Opana | Developed Markets | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Acquired IPR&D | Acquired IPR&D | Acquired IPR&D | Acquired IPR&D | Acquired IPR&D | Corporate brand | In Process Research and Development | In Process Research and Development | In Process Research and Development | In Process Research and Development | Product brands | Product brands | Corporate brand | Corporate brand | Product rights | Product rights | Partner relationships | Partner relationships | Out-licensed technology and other | Out-licensed technology and other | ||||
Ezogabine Retigabine | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | In-process Research and Development Impairments and Other Charges | U.S. Dermatology | U.S. Dermatology | U.S. Dermatology and U.S. Neurology and Other | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | |||||||||||||||||||
Ezogabine Retigabine | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Ezogabine Retigabine | In-process Research and Development Impairments and Other Charges | In-process Research and Development Impairments and Other Charges | In-process Research and Development Impairments and Other Charges | In-process Research and Development Impairments and Other Charges | |||||||||||||||||||||||
Ezogabine Retigabine | Ezogabine Retigabine | Discontinued OTC Skincare | Discontinued OTC Skincare | Opana | Ezogabine Retigabine | Mapracorat | Xerese | Lacricert | |||||||||||||||||||||||||
Finite-lived intangible assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted- Average Useful Lives (Years) | '9 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 years | ' | '15 years | ' | '8 years | ' | '4 years | ' | '6 years | ' |
Gross Carrying Amount | $14,398,719,000 | $10,759,419,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,554,160,000 | $7,968,318,000 | $365,617,000 | $284,287,000 | $3,020,996,000 | $2,110,350,000 | $194,035,000 | $187,012,000 | $263,911,000 | $209,452,000 |
Accumulated Amortization, Including Impairments | -3,827,408,000 | -1,997,626,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,729,118,000 | -1,345,367,000 | -44,372,000 | -25,336,000 | -876,877,000 | -525,186,000 | -83,221,000 | -44,230,000 | -93,820,000 | -57,507,000 |
Net Carrying Amount | 10,571,311,000 | 8,761,793,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,825,042,000 | 6,622,951,000 | 321,245,000 | 258,951,000 | 2,144,119,000 | 1,585,164,000 | 110,814,000 | 142,782,000 | 170,091,000 | 151,945,000 |
Indefinite-lived intangible assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indefinite-lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 546,876,000 | 579,311,000 | ' | ' | ' | 1,697,538,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross carrying amount | 16,675,568,000 | 11,306,295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Carrying Amount | 12,848,160,000 | 9,308,669,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges | ' | ' | ' | 551,600,000 | 22,200,000 | 551,600,000 | 551,600,000 | 551,600,000 | 551,600,000 | 10,000,000 | 10,000,000 | 22,200,000 | 93,800,000 | 24,700,000 | ' | 133,400,000 | 4,300,000 | 24,700,000 | ' | 93,800,000 | 14,400,000 | 8,800,000 | 27,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment made for termination of research and development commitment | ' | ' | $12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTANGIBLE_ASSETS_AND_GOODWILL3
INTANGIBLE ASSETS AND GOODWILL (Details 2) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Ezogabine Retigabine | Ezogabine Retigabine | Opana | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | Australia | Brazilian, Canadian, and Polish Markets | ||||
Developed Markets | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Non-recurring basis | Amortization and Impairments of Finite-lived Intangible Assets | Amortization and Impairments of Finite-lived Intangible Assets | ||||||
Ezogabine Retigabine | Ezogabine Retigabine | Ezogabine Retigabine | Opana | Discontinued OTC Skincare | Discontinued OTC Skincare | Non-recurring basis | Non-recurring basis | |||||||
Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Discontinued OTC Skincare | Discontinued OTC Skincare | ||||||||
Developed Markets | Developed Markets | |||||||||||||
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges on intangible assets | ' | ' | ' | $551,600,000 | $551,600,000 | $22,200,000 | $551,600,000 | $551,600,000 | $551,600,000 | $22,200,000 | $10,000,000 | $10,000,000 | $31,500,000 | $38,000,000 |
Amortization expense related to intangible assets recorded as follows: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Alliance and royalty revenue | ' | 0 | 1,072,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of goods sold | 0 | 2,557,000 | 8,103,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization and impairments of finite-lived intangible assets | 1,901,977,000 | 928,885,000 | 557,814,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total amortization of intangible assets | 1,901,977,000 | 931,442,000 | 566,989,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated aggregate amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 1,406,660,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 1,368,548,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 1,278,275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 1,213,345,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | $1,088,496,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTANGIBLE_ASSETS_AND_GOODWILL4
INTANGIBLE ASSETS AND GOODWILL (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
segments | segments | ||
Change in the carrying amount of goodwill | ' | ' | ' |
Balance at the beginning of the period | $5,141,366,000 | $5,141,366,000 | $3,581,512,000 |
Additions | ' | 4,595,184,000 | 1,516,592,000 |
Adjustments | ' | 28,152,000 | -14,631,000 |
Foreign exchange and other | ' | -12,602,000 | 57,893,000 |
Balance at the end of the period | ' | 9,752,100,000 | 5,141,366,000 |
Number of reportable segments | 2 | 2 | ' |
Suncare and skincare brands | ' | ' | ' |
Change in the carrying amount of goodwill | ' | ' | ' |
Impairment charges included an allocation of goodwill | ' | ' | 12,800,000 |
Developed Markets | ' | ' | ' |
Change in the carrying amount of goodwill | ' | ' | ' |
Balance at the beginning of the period | 3,992,988,000 | 3,992,988,000 | 2,530,976,000 |
Additions | ' | 3,395,656,000 | 1,466,684,000 |
Adjustments | ' | 28,468,000 | -14,631,000 |
Foreign exchange and other | ' | 11,627,000 | 9,959,000 |
Balance at the end of the period | ' | 7,428,739,000 | 3,992,988,000 |
Emerging Markets | ' | ' | ' |
Change in the carrying amount of goodwill | ' | ' | ' |
Balance at the beginning of the period | 1,148,378,000 | 1,148,378,000 | 1,050,536,000 |
Additions | ' | 1,199,528,000 | 49,908,000 |
Adjustments | ' | -316,000 | 0 |
Foreign exchange and other | ' | -24,229,000 | 47,934,000 |
Balance at the end of the period | ' | $2,323,361,000 | $1,148,378,000 |
ACCRUED_AND_OTHER_CURRENT_LIAB2
ACCRUED AND OTHER CURRENT LIABILITIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ' | ' |
Product returns | $225,457 | $171,099 |
Product rebates | 566,655 | 369,339 |
Interest | 227,423 | 131,462 |
Employee costs | 201,223 | 69,345 |
Professional fees | 46,271 | 29,950 |
Restructuring, integration and other costs (as described in note 6) | 111,972 | 32,798 |
Royalties | 37,590 | 24,523 |
Legal settlements and related fees (as described in note 24) | 55,925 | 16,279 |
Liabilities for uncertain tax positions | 8,667 | 14,395 |
Value added tax | 25,872 | 12,892 |
Short-term borrowings | 12,081 | 10,548 |
Deferred income | 19,487 | 7,032 |
Income taxes payable | 39,097 | 19,910 |
Capital expenditures | 27,197 | 959 |
Advertising | 8,507 | 11,432 |
Other | 186,769 | 86,261 |
Accrued Liabilities | $1,800,193 | $1,008,224 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 08, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 23, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 08, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 08, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 04, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 04, 2012 | Dec. 31, 2013 | Jul. 12, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 02, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Series A-1 Tranche A Term Loan Facility | Series A-1 Tranche A Term Loan Facility | Series A-2 Tranche A Term Loan Facility | Series A-3 Tranche A Term Loan Facility | Series D-2 Tranche B Term Loan Facility | Series D-2 Tranche B Term Loan Facility | Series C-2 Tranche B Term Loan Facility | Series C-2 Tranche B Term Loan Facility | Series E Tranche B Term Loan Facility | 6.50% Senior Notes due in July 2016 | 6.50% Senior Notes due in July 2016 | 6.50% Senior Notes due in July 2016 | 6.75% Senior Notes due in October 2017 | 6.75% Senior Notes due in October 2017 | 6.75% Senior Notes due in October 2017 | 6.875% Senior Notes due in December 2018 | 6.875% Senior Notes due in December 2018 | 6.875% Senior Notes due in December 2018 | 7.00% Senior Notes due in October 2020 | 7.00% Senior Notes due in October 2020 | 7.00% Senior Notes due in October 2020 | 6.75% Senior Notes due in August 2021 | 6.75% Senior Notes due in August 2021 | 6.75% Senior Notes due in August 2021 | 7.25% Senior Notes due in July 2022 | 7.25% Senior Notes due in July 2022 | 7.25% Senior Notes due in July 2022 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.75% Senior Notes due August 2018 | 6.75% Senior Notes due August 2018 | 6.75% Senior Notes due August 2018 | 7.50% Senior Notes due July 2021 | 7.50% Senior Notes due July 2021 | 5.625 % Senior Notes due December 2021 | 5.625 % Senior Notes due December 2021 | 5.625 % Senior Notes due December 2021 | Medicis Convertible Notes | Medicis Convertible Notes | Other | Other | ||
Long-term debt, net of unamortized debt discount [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt | $17,367,702 | $11,015,625 | $258,985 | $2,083,462 | $228,145 | $1,935,713 | $1,256,704 | $1,275,167 | $966,808 | $973,988 | $3,090,506 | ' | $915,500 | ' | $498,662 | $498,305 | ' | $940,178 | $939,277 | ' | $687,091 | $686,660 | ' | $650,000 | $650,000 | ' | $542,244 | $541,335 | ' | $2,221,391 | $1,724,520 | ' | ' | $492,720 | ' | $1,581,847 | ' | ' | $1,605,879 | ' | $891,537 | ' | ' | $209 | $233,793 | $11,803 | $898 |
Less current portion | -204,756 | -480,182 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt | 17,162,946 | 10,535,443 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount | $269,234 | ' | $3,635 | $30,288 | $6,205 | $35,412 | $27,046 | $24,833 | $20,692 | $26,012 | $85,493 | ' | ' | ' | $1,338 | $1,695 | ' | $4,402 | $5,303 | ' | $2,909 | $3,340 | ' | ' | ' | ' | $7,756 | $8,665 | ' | $28,609 | $25,480 | ' | ' | $7,280 | ' | $18,153 | ' | ' | $19,121 | ' | $8,463 | ' | ' | ' | ' | ' | ' |
Stated interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | 6.50% | 6.50% | 6.75% | 6.75% | 6.75% | 6.88% | 6.88% | 6.88% | 7.00% | 7.00% | 7.00% | 6.75% | 6.75% | 6.75% | 7.25% | 7.25% | 7.25% | 6.38% | 6.38% | 6.38% | 6.38% | 6.38% | 6.38% | 6.75% | 6.75% | 6.75% | 7.50% | 7.50% | 5.63% | 5.63% | 5.63% | ' | ' | ' | ' |
LONGTERM_DEBT_Details_2
LONG-TERM DEBT (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Aggregate maturities of long term debt, including current portion | ' | ' |
2014 | $204,756 | ' |
2015 | 372,534 | ' |
2016 | 744,814 | ' |
2017 | 954,215 | ' |
2018 | 3,497,814 | ' |
Thereafter | 11,862,803 | ' |
Total gross maturities | 17,636,936 | ' |
Unamortized discounts | -269,234 | ' |
Total long-term debt | $17,367,702 | $11,015,625 |
LONGTERM_DEBT_Facility_Narrati
LONG-TERM DEBT - Facility Narrative (Details 3) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 11, 2012 | Dec. 31, 2012 | Dec. 11, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 17, 2013 | Feb. 21, 2013 | Dec. 31, 2012 | Feb. 21, 2013 | Dec. 31, 2012 | Sep. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 17, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 06, 2014 | Dec. 31, 2013 | Feb. 06, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 24, 2013 | Jan. 24, 2013 | Jan. 24, 2013 | Jan. 24, 2013 | Feb. 21, 2013 | Mar. 31, 2013 | Feb. 21, 2013 | Feb. 21, 2013 | Dec. 31, 2013 | Jul. 15, 2013 | Jun. 27, 2013 | Dec. 31, 2013 | Jun. 27, 2013 | Jun. 27, 2013 | Jun. 27, 2013 | Dec. 31, 2013 | Jun. 27, 2013 | Jun. 27, 2013 | Jun. 27, 2013 | Jun. 27, 2013 | Dec. 31, 2013 | Sep. 17, 2013 | Feb. 21, 2013 | Sep. 17, 2013 | Feb. 21, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 20, 2013 | Dec. 31, 2013 | |
Medicis | Tranche B Term Loan Facility | Incremental Term Loan B | Revolving credit facility | Senior Secured Term Loan A Facility | Series D-1 Tranche B Term Loan Facility | Series D-1 Tranche B Term Loan Facility | Series D-1 Tranche B Term Loan Facility | Series C Tranche B Term Loan Facility | Series C Tranche B Term Loan Facility | Series C Tranche B Term Loan Facility | Series A-1 Tranche A Term Loan Facility | Series A-1 Tranche A Term Loan Facility | Series D and Series C Tranche B Term Loan Facility | Series A-2 Tranche A Term Loan Facility | Series C-1 Tranche B Term Loan Facility | Series D-2 and Series C-2, Tranche B, Term Loan Facility | Series D-2 Tranche B Term Loan Facility | Series D-2 Tranche B Term Loan Facility | Series A-3 Tranche A Term Loan Facility | Series A-3 Tranche A Term Loan Facility | Series E Tranche B Term Loan Facility | Series E Tranche B Term Loan Facility | Senior Secured Credit Facilities | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | ||||
Medicis | Medicis | Subsequent event | Subsequent event | Revolving credit facility | Series A-1 Tranche A Term Loan Facility | Series A-1 Tranche A Term Loan Facility | Series A-1 Tranche A Term Loan Facility | Series A-1 Tranche A Term Loan Facility | New Revolving Credit Facility and Term Loan A Facility | Series D and Series C Tranche B Term Loan Facility | Series D and Series C Tranche B Term Loan Facility | Series D and Series C Tranche B Term Loan Facility | Series D and Series C Tranche B Term Loan Facility | Amended Revolving Credit Facility | Amended Revolving Credit Facility | Incremental Term Loan Facilities | Series A-2 Tranche A Term Loan Facility | Series A-2 Tranche A Term Loan Facility | Series A-2 Tranche A Term Loan Facility | Series A-2 Tranche A Term Loan Facility | Tranche B term loans, maturing August 2020 | Tranche B term loans, maturing August 2020 | Tranche B term loans, maturing August 2020 | Tranche B term loans, maturing August 2020 | Repriced Term Loan B Facility and Repriced Incremental Term Loan B Facility | Series D-2 and Series C-2, Tranche B, Term Loan Facility | Series D-2 and Series C-2, Tranche B, Term Loan Facility | Series D-2 and Series C-2, Tranche B, Term Loan Facility | Series D-2 and Series C-2, Tranche B, Term Loan Facility | Series D-2 and Series C-2, Tranche B, Term Loan Facility | Series D-2 Tranche B Term Loan Facility | Series C-2 Tranche B, Term Loan Facility | Series A-3 Tranche A Term Loan Facility | Series A-3 Tranche A Term Loan Facility | Series E Tranche B Term Loan Facility | ||||||||||||||||||||||||
Base rate | LIBO | Base rate | LIBO | Base rate | LIBO | Base rate | LIBO | Base rate | Base rate | LIBO | LIBO | ||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $17,367,702,000 | $11,015,625,000 | ' | $778,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $258,985,000 | $2,083,462,000 | ' | $228,145,000 | ' | ' | $1,275,167,000 | $1,256,704,000 | $1,935,713,000 | ' | $3,090,506,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of long-term debt | 18,375,289,000 | 11,691,338,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | 65,014,000 | 20,080,000 | 36,844,000 | ' | 17,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,379,000 | ' | ' | ' | 17,625,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount borrowed | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | 450,000,000 | 2,225,000,000 | 1,287,000,000 | 1,300,000,000 | 1,300,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ' | ' | ' | ' | 990,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | 2.25% | ' | ' | 2.75% | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in applicable margins (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.46% | ' | ' | ' | ' | ' | 1.75% | 2.75% | 2.40% | ' | ' | 2.43% | ' | ' | ' | 4.50% | ' | ' | ' | 0.88% | 3.87% | ' | 2.00% | ' | 3.00% | ' | ' | 2.42% | ' | ' |
Principal reduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,500,000 | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | 2,500,000 | 25,000,000 | ' | ' |
Variable rate floor (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 0.75% | ' | ' | 1.75% | ' | 0.75% | ' | ' | ' | ' | ' | ' |
Quarterly amortization of credit facilities, initial rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment premium paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment premium rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | 1.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in amount of commitments under credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,000,000 | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,050,000,000 | ' | $850,000,000 | ' | ' | ' | $3,200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization of credit facilities commencing after initial term (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Annual amortization of credit facilities commencing after 2nd term (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Line of Credit Facility, Annual Amortization Percentage, After Closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Annual Amortization Percentage, After Third Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' |
Quarterly amortization of term loan facility, annual rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.00% | ' | ' | 1.00% |
Commitment fee, unutilized commitments, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash proceeds from issuance of equity securities payable as mandatory prepayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash proceeds from incurrence of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of annual excess cash flow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital stock of the entity and domestic subsidiaries pledged as collateral for borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital stock of foreign subsidiaries pledged as collateral for borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LONGTERM_DEBT_Senior_Notes_Nar
LONG-TERM DEBT - Senior Notes Narrative (Details 4) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jun. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 11, 2013 | Dec. 11, 2012 | Aug. 05, 2013 | 24-May-13 | Sep. 05, 2012 | Jun. 29, 2012 | Jun. 10, 2009 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 08, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 08, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2010 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 23, 2010 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 08, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 04, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 02, 2012 | Mar. 29, 2013 | Oct. 04, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 02, 2012 | Jul. 12, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | 24-May-13 | Jul. 12, 2013 | Dec. 31, 2013 | 24-May-13 | Dec. 31, 2013 | Dec. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Feb. 11, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Feb. 11, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 02, 2012 | 24-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | 24-May-13 | 24-May-13 | Sep. 30, 2013 | Jun. 30, 2013 | 24-May-13 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | 24-May-13 | Feb. 21, 2013 | Dec. 31, 2012 | Sep. 02, 2012 | Jun. 30, 2011 | Sep. 30, 2010 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2011 | |
Medicis | Medicis | Medicis | B&L | B&L | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 6.50% Senior Notes due in July 2016 | 6.50% Senior Notes due in July 2016 | 6.50% Senior Notes due in July 2016 | 6.50% Senior Notes due in July 2016 | 7.25% Senior Notes due in July 2022 | 7.25% Senior Notes due in July 2022 | 7.25% Senior Notes due in July 2022 | 6.75% Senior Notes due in October 2017 | 6.75% Senior Notes due in October 2017 | 6.75% Senior Notes due in October 2017 | 7.00% Senior Notes due in October 2020 | 7.00% Senior Notes due in October 2020 | 7.00% Senior Notes due in October 2020 | 7.00% Senior Notes due in October 2020 | 6.875% Senior Notes due in December 2018 | 6.875% Senior Notes due in December 2018 | 6.875% Senior Notes due in December 2018 | 6.875% Senior Notes due in December 2018 | 6.75% Senior Notes due in August 2021 | 6.75% Senior Notes due in August 2021 | 6.75% Senior Notes due in August 2021 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.375% Senior Notes due in October 2020 | 6.75% Senior Notes due August 2018 | 6.75% Senior Notes due August 2018 | 6.75% Senior Notes due August 2018 | 6.75% Senior Notes due August 2018 | 7.50% Senior Notes due July 2021 | 7.50% Senior Notes due July 2021 | 7.50% Senior Notes due July 2021 | 6.75% Senior Notes Due August 2018 and 7.50% Percent Senior Notes Due July 2021 | 5.625 % Senior Notes due December 2021 | 5.625 % Senior Notes due December 2021 | 5.625 % Senior Notes due December 2021 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 1.375% Convertible Senior Notes due in 2017 | 1.375% Convertible Senior Notes due in 2017 | 1.375% Convertible Senior Notes due in 2017 | 2.5% Contingent Convertible Senior Notes due in 2032 | 2.5% Contingent Convertible Senior Notes due in 2032 | 2.5% Contingent Convertible Senior Notes due in 2032 | 1.5% Contingent Convertible Senior Notes due in 2033 | 1.5% Contingent Convertible Senior Notes due in 2033 | 1.5% Contingent Convertible Senior Notes due in 2033 | 7.125% Senior Notes due August 2028 | 6.56% Senior Notes due August 2026 | Bridge loan facility | Bridge loan facility | Bridge loan facility | Incremental Term Loan Facility | Incremental Term Loan Facility | Incremental Term Loan Facility | Senior Credit Facilities | Amended and Restated Commitment Letter | Amended and Restated Commitment Letter | Amended and Restated Commitment Letter | 9.875% Senior Notes | 9.875% Senior Notes | 9.875% Senior Notes | 9.875% Senior Notes | Series C Tranche B Term Loan Facility | Series C Tranche B Term Loan Facility | Series C Tranche B Term Loan Facility | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | |||||
Medicis | Medicis | B&L | B&L | Medicis | Medicis | Medicis | Medicis | Medicis | Medicis | B&L | B&L | Medicis | Medicis | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | B&L | Medicis | Call options | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $350,000,000 | ' | ' | ' | $950,000,000 | ' | ' | ' | $550,000,000 | ' | ' | $500,000,000 | ' | ' | $700,000,000 | ' | ' | ' | $1,000,000,000 | ' | ' | ' | $650,000,000 | ' | ' | $1,750,000,000 | ' | ' | ' | $497,700,000 | $500,000,000 | ' | ' | ' | $1,750,000,000 | $1,600,000,000 | ' | ' | $1,600,000,000 | $1,625,000,000 | ' | $1,625,000,000 | ' | $900,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,050,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000,000 | ' | ' | ' | ' | ' | ' |
Stated interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.38% | ' | 5.38% | ' | 6.50% | 6.50% | ' | 6.50% | 7.25% | 7.25% | 7.25% | 6.75% | 6.75% | 6.75% | 7.00% | ' | 7.00% | 7.00% | 6.88% | ' | 6.88% | 6.88% | 6.75% | 6.75% | 6.75% | 6.38% | 6.38% | 6.38% | 6.38% | ' | 6.38% | 6.38% | ' | 6.38% | ' | 6.75% | 6.75% | 6.75% | ' | 7.50% | ' | ' | ' | 5.63% | 5.63% | 5.63% | 5.38% | 5.38% | 5.38% | 1.38% | ' | 1.38% | 2.50% | ' | 2.50% | 1.50% | ' | 1.50% | 7.13% | 6.56% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.88% | ' | 9.88% | 9.88% | ' | ' | ' | ' | 4.00% | 4.00% | ' | ' | 4.00% | 4.00% | ' |
Issue price as a percentage of par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.13% | ' | ' | 99.50% | ' | ' | 99.38% | ' | ' | ' | 99.24% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | ' | 6.84% | ' | ' | 7.09% | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of notes repurchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 205,000,000 | ' | 915,500,000 | 34,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | 55,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchases of convertible debt | ' | 0 | 3,975,000 | 613,471,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | 945,300,000 | 34,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | 9,500,000 | ' | ' | ' | 54,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Call premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | 65,014,000 | 20,080,000 | 36,844,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | 100,000 | 31,600,000 | ' | 32,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,455,000 | 31,629,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,161,000 | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,700,000 | 4,708,000 | ' | ' |
Redemption price as a percentage of principal amount as per the merger agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | 100.00% | ' | ' | 100.00% | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | 35.00% | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price, using proceeds from certain equity offerings, as a percentage of the principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106.75% | ' | ' | 106.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106.75% | ' | ' | ' | 107.50% | ' | ' | ' | 105.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Underwriting fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,300,000 | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | 20,300,000 | ' | ' | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of long-term debt, net of discount | ' | 8,441,356,000 | 6,005,758,000 | 5,388,799,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,723,700,000 | ' | ' | ' | ' | 492,500,000 | ' | ' | ' | ' | 1,580,000,000 | ' | ' | ' | 1,604,700,000 | ' | ' | ' | 891,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,700,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase price, as a percentage of the principal amount, change of control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | 17,367,702,000 | 11,015,625,000 | ' | ' | ' | 778,000,000 | 4,209,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 915,500,000 | ' | 542,244,000 | 541,335,000 | ' | 498,662,000 | 498,305,000 | ' | ' | 687,091,000 | 686,660,000 | ' | ' | 940,178,000 | 939,277,000 | ' | 650,000,000 | 650,000,000 | ' | 2,221,391,000 | 1,724,520,000 | ' | ' | ' | ' | ' | 492,720,000 | ' | ' | 1,581,847,000 | ' | ' | ' | ' | ' | ' | ' | 891,537,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 966,808,000 | 973,988,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount convertible notes converted in cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 228,400,000 | ' | ' | 5,100,000 | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate outstanding principal amount of convertible notes | ' | ' | ' | ' | ' | ' | ' | 4,248,310,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | ' | ' | ' | ' |
Percent of principal amount settled in cash (as a percent) | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,750,000,000 | 9,275,000,000 | ' | ' | 9,575,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 2,300,000,000 | 2,306,880,000 | ' | ' | ' | ' | ' | ' | 2,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs expensed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | 13,100,000 | 24,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate redemption amount of notes | ' | 6,326,219,000 | 1,929,118,000 | 2,004,641,000 | ' | ' | ' | ' | ' | 62,100,000 | 62,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 623,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying amount of notes prior to conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 221,300,000 | ' | ' | ' | ' | ' | ' |
Fair value of notes prior to conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 226,000,000 | ' | ' | ' | ' | ' | ' |
Difference between the estimated fair value and the repurchase price of securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,800,000 | ' | ' | 2,900,000 | 414,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between the estimated fair value and the purchase price of securities charged to additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | 2,700,000 | 33,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate, number of common shares per $1,000 of principal amount of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79.0667 | ' | ' | ' | ' | ' | ' |
Difference between estimated fair value of notes and fair value of common shares issued upon settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 666,000,000 | ' | ' | ' | ' | ' | ' |
Charges to additional paid-in capital for difference between estimated fair value of notes and fair value of common shares issued upon settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 226,000,000 | ' | ' | ' | ' | ' | ' |
Difference between the estimated fair value and the purchase price of securities charged to accumulated deficit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,600,000 | ' | ' | 200,000 | 380,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement of Convertible Notes (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,782,764 | 961,461 | ' | ' | ' | ' | ' |
Principal amount used for ratio of debt instrument regular conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' |
Conversion price of convertible notes (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.65 | ' | ' | ' | ' | ' | ' |
Fair value of common shares issued for conversion | ' | 0 | 0 | 892,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 892,000,000 | ' | ' | ' | ' | ' | ' |
Charges to accumulated deficit for difference between estimated fair value of notes and fair value of common shares issued upon settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 440,000,000 | ' | ' | ' | ' | ' | ' |
Convertible notes, number of shares convertible into equity consisting of purchased call options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,813,338 | ' | ' | ' | ' | ' | ' |
Convertible notes, number of shares convertible into equity consisting of written call options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,479,365 | ' | ' | ' | ' | ' | ' | ' |
Cash paid for settlement of written call options | ' | $0 | $0 | $66,863,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $66,900,000 |
Shares issued for settlement of call options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,518,595 | ' | ' | ' | ' |
EMPLOYEE_BENEFIT_PLANS_Narrati
EMPLOYEE BENEFIT PLANS - Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 05, 2013 |
U.S. defined benefit pension plan | Non-U.S. defined benefit pension plans | Non-U.S. defined benefit pension plans | U.S. postretirement benefit plan | U.S. postretirement benefit plan | Ireland | Ireland | B&L | ||||
Non-U.S. defined benefit pension plans | U.S. postretirement benefit plan | Ireland | |||||||||
Non-U.S. defined benefit pension plans | |||||||||||
defined_benefit_plans | |||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined benefit plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Percentage of benefit obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% |
Accounting for Pension Benefit Plans and Postretirement Benefit Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized actuarial gains included in accumulated other comprehensive income | ' | ' | ' | $11.20 | $12.70 | ' | $1 | $1 | ' | ' | ' |
Unrecognized prior service credits included in accumulated other comprehensive income | 27.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected unrecognized prior service credits during next year | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefit Obligation, Change in Plan Assets and Funded Status | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of plan amendment on accumulated benefit obligation | ' | ' | ' | ' | ' | ' | 27.9 | 27.9 | ' | ' | ' |
Period over which defined benefit obligation reductions amortized into income | ' | ' | ' | ' | ' | ' | '11 years 3 months 18 days | ' | ' | ' | ' |
Accumulated benefit obligation | ' | ' | ' | ' | 201.5 | 5.1 | ' | ' | ' | ' | ' |
Estimated Company contributions in current fiscal year | ' | ' | ' | 10.8 | 8.5 | ' | ' | ' | ' | ' | ' |
Estimated Future Benefit Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future benefit payments period | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected return on plan assets (percent) | ' | ' | ' | 7.50% | 5.59% | ' | ' | 5.50% | 6.00% | 5.50% | ' |
Reduction of expected return on plan assets (percent) | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' |
Fair Value of Plan Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of funds held | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' |
Defined Contribution Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions recognized | $16.40 | $2.80 | $2.10 | ' | ' | ' | ' | ' | ' | ' | ' |
EMPLOYEE_BENEFIT_PLANS_Compone
EMPLOYEE BENEFIT PLANS - Components of net periodic benefit cost (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
U.S. defined benefit pension plan | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | $132 | ' |
Interest cost | 4,513 | ' |
Expected return on plan assets | -5,913 | ' |
Amortization of net loss | 0 | ' |
Settlement (gain) loss recognized | -100 | ' |
Net periodic (benefit) cost | -1,368 | ' |
Non-U.S. defined benefit pension plans | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | 2,200 | 869 |
Interest cost | 3,721 | 437 |
Expected return on plan assets | -3,082 | ' |
Amortization of net loss | 3 | ' |
Settlement (gain) loss recognized | 617 | ' |
Net periodic (benefit) cost | 3,459 | ' |
U.S. postretirement benefit plan | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | 877 | ' |
Interest cost | 1,610 | ' |
Expected return on plan assets | -316 | ' |
Amortization of net loss | 0 | ' |
Settlement (gain) loss recognized | 0 | ' |
Net periodic (benefit) cost | $2,171 | ' |
EMPLOYEE_BENEFIT_PLANS_Change_
EMPLOYEE BENEFIT PLANS - Change in Benefit Obligation, Plan Assets and Funded Status (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
U.S. defined benefit pension plan | ' | ' |
Change in Projected benefit Obligation | ' | ' |
Projected benefit obligation, beginning of year | $0 | ' |
Service cost | 132 | ' |
Interest cost | 4,513 | ' |
Acquisition of B&L | 244,184 | ' |
Settlements | -5,280 | ' |
Benefits paid | -4,272 | ' |
Actuarial (gains) losses | -4,571 | ' |
Projected benefit obligation, end of year | 234,706 | ' |
Change in Plan Assets | ' | ' |
Fair value of plan assets, beginning of year | 0 | ' |
Actual return on plan assets | 12,676 | ' |
Company contributions | 3,270 | ' |
Acquisition of B&L | 190,946 | ' |
Settlements | -5,280 | ' |
Benefits paid | -4,272 | ' |
Fair value of plan assets, end of year | 197,340 | ' |
Funded Status at end of year | -37,366 | ' |
Recognized as: | ' | ' |
Pension and other benefit liabilities | -37,366 | ' |
Non-U.S. defined benefit pension plans | ' | ' |
Change in Projected benefit Obligation | ' | ' |
Projected benefit obligation, beginning of year | 6,967 | 5,991 |
Service cost | 2,200 | 869 |
Interest cost | 3,721 | 437 |
Acquisition of B&L | 223,965 | ' |
Employee contributions | 11 | ' |
Settlements | -119 | -860 |
Benefits paid | -3,558 | -556 |
Actuarial (gains) losses | -10,135 | 571 |
Currency translation adjustments | 6,666 | 515 |
Other | -6 | ' |
Projected benefit obligation, end of year | 229,712 | 6,967 |
Change in Plan Assets | ' | ' |
Fair value of plan assets, beginning of year | 1,306 | 693 |
Actual return on plan assets | 5,063 | 163 |
Employee contributions | 11 | ' |
Company contributions | 6,955 | 1,795 |
Acquisition of B&L | 125,643 | ' |
Settlements | -119 | -860 |
Benefits paid | -3,558 | -556 |
Currency translation adjustments | 3,844 | 71 |
Other | -6 | ' |
Fair value of plan assets, end of year | 139,139 | 1,306 |
Funded Status at end of year | -90,573 | -5,661 |
Recognized as: | ' | ' |
Other long-term assets, net | 1,471 | ' |
Accrued and other current liabilities | -2,047 | -336 |
Pension and other benefit liabilities | -89,997 | -5,325 |
U.S. postretirement benefit plan | ' | ' |
Change in Projected benefit Obligation | ' | ' |
Projected benefit obligation, beginning of year | 0 | ' |
Service cost | 877 | ' |
Interest cost | 1,610 | ' |
Acquisition of B&L | 87,565 | ' |
Employee contributions | 370 | ' |
Plan amendments | -27,945 | ' |
Benefits paid | -2,995 | ' |
Actuarial (gains) losses | -265 | ' |
Projected benefit obligation, end of year | 59,217 | ' |
Change in Plan Assets | ' | ' |
Fair value of plan assets, beginning of year | 0 | ' |
Actual return on plan assets | 1,094 | ' |
Employee contributions | 370 | ' |
Acquisition of B&L | 16,095 | ' |
Benefits paid | -2,995 | ' |
Fair value of plan assets, end of year | 14,564 | ' |
Funded Status at end of year | -44,653 | ' |
Recognized as: | ' | ' |
Pension and other benefit liabilities | ($44,653) | ' |
EMPLOYEE_BENEFIT_PLANS_Underfu
EMPLOYEE BENEFIT PLANS - Underfunded Plans (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
U.S. defined benefit pension plan | ' | ' |
Underfunded plans having accumulated benefit obligations exceeding the fair value of plan assets | ' | ' |
Projected benefit obligation | $234,706 | ' |
Accumulated benefit obligation | 234,706 | ' |
Fair value of plan assets | 197,340 | ' |
Underfunded plans on a projected benefit obligation basis | ' | ' |
Projected benefit obligation | 234,706 | ' |
Fair value of plan assets | 197,340 | ' |
Non-U.S. defined benefit pension plans | ' | ' |
Underfunded plans having accumulated benefit obligations exceeding the fair value of plan assets | ' | ' |
Projected benefit obligation | 224,059 | 6,967 |
Accumulated benefit obligation | 196,255 | 5,134 |
Fair value of plan assets | 132,172 | 1,306 |
Underfunded plans on a projected benefit obligation basis | ' | ' |
Projected benefit obligation | 225,468 | 6,967 |
Fair value of plan assets | $133,424 | $1,306 |
EMPLOYEE_BENEFIT_PLANS_Future_
EMPLOYEE BENEFIT PLANS - Future benefit payments for the pension benefit plans (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
U.S. defined benefit pension plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
2014 | $12,629 |
2015 | 19,434 |
2016 | 19,142 |
2017 | 19,277 |
2018 | 18,398 |
2019-2023 | 88,639 |
Non-U.S. defined benefit pension plans | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
2014 | 6,461 |
2015 | 4,986 |
2016 | 4,741 |
2017 | 4,745 |
2018 | 4,971 |
2019-2023 | 35,921 |
U.S. postretirement benefit plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
2014 | 7,358 |
2015 | 6,800 |
2016 | 6,284 |
2017 | 5,738 |
2018 | 5,256 |
2019-2023 | $20,361 |
EMPLOYEE_BENEFIT_PLANS_Weighte
EMPLOYEE BENEFIT PLANS - Weighted-average assumptions used to determine net periodic benefit costs and benefit obligations (Details) | 12 Months Ended |
Dec. 31, 2013 | |
U.S. defined benefit pension plan | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Discount rate - For Determining Net Periodic Benefit Cost | 4.50% |
Expected rate of return on plan assets - For Determining Net Periodic Benefit Cost | 7.50% |
Discount rate - For Determining Benefit Obligation | 4.70% |
U.S. postretirement benefit plan | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Discount rate - For Determining Net Periodic Benefit Cost | 4.50% |
Expected rate of return on plan assets - For Determining Net Periodic Benefit Cost | 5.50% |
Discount rate - For Determining Benefit Obligation | 4.30% |
Non-U.S. defined benefit pension plans | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Discount rate - For Determining Net Periodic Benefit Cost | 3.61% |
Expected rate of return on plan assets - For Determining Net Periodic Benefit Cost | 5.59% |
Rate of compensation increase - For Determining Net Periodic Benefit Cost | 2.80% |
Discount rate - For Determining Benefit Obligation | 3.85% |
Rate of compensation increase - For Determining Benefit Obligation | 2.88% |
EMPLOYEE_BENEFIT_PLANS_Target_
EMPLOYEE BENEFIT PLANS - Target asset allocations (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Equity securities | U.S. defined benefit pension plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 60.00% |
Equity securities | U.S. postretirement benefit plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 63.00% |
Equity securities | Non-U.S. defined benefit pension plans | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 43.02% |
Fixed income securities | U.S. defined benefit pension plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 40.00% |
Fixed income securities | U.S. postretirement benefit plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 24.00% |
Fixed income securities | Non-U.S. defined benefit pension plans | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 46.67% |
Cash | U.S. defined benefit pension plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 0.00% |
Cash | U.S. postretirement benefit plan | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 13.00% |
Other | Non-U.S. defined benefit pension plans | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Defined Benefit Plan, Target Plan Asset Allocations | 10.31% |
EMPLOYEE_BENEFIT_PLANS_Fair_va
EMPLOYEE BENEFIT PLANS - Fair value of pension and postretirement benefit plan assets assumed in connection with the Acquisition (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | $197,340 | $0 | ' |
Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 139,139 | 1,306 | 693 |
U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 14,564 | 0 | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 442 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 9,332 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 1,853 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 442 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 9,332 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 1,853 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. broad market | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Emerging markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Emerging markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Non-U.S. developed markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Worldwide developed markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Investment grade | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Investment grade | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Global high yield | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Global high yield | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Government bond funds | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Other assets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Insurance policies | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 196,898 | ' | ' |
Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 129,807 | ' | ' |
Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 12,711 | ' | ' |
Significant Other Observable Inputs (Level 2) | Cash | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Other Observable Inputs (Level 2) | Cash | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Other Observable Inputs (Level 2) | Cash | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Other Observable Inputs (Level 2) | U.S. broad market | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 72,651 | ' | ' |
Significant Other Observable Inputs (Level 2) | Emerging markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 16,551 | ' | ' |
Significant Other Observable Inputs (Level 2) | Emerging markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 945 | ' | ' |
Significant Other Observable Inputs (Level 2) | Non-U.S. developed markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 27,896 | ' | ' |
Significant Other Observable Inputs (Level 2) | Worldwide developed markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 59,153 | ' | ' |
Significant Other Observable Inputs (Level 2) | Investment grade | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 58,962 | ' | ' |
Significant Other Observable Inputs (Level 2) | Investment grade | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 21,351 | ' | ' |
Significant Other Observable Inputs (Level 2) | Global high yield | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 20,838 | ' | ' |
Significant Other Observable Inputs (Level 2) | Global high yield | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 651 | ' | ' |
Significant Other Observable Inputs (Level 2) | Government bond funds | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 42,535 | ' | ' |
Significant Other Observable Inputs (Level 2) | Other assets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 5,172 | ' | ' |
Significant Other Observable Inputs (Level 2) | Insurance policies | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 12,711 | ' | ' |
Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Cash | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Cash | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Cash | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | U.S. broad market | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Emerging markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Emerging markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Non-U.S. developed markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Worldwide developed markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Investment grade | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Investment grade | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Global high yield | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Global high yield | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Government bond funds | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Other assets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Significant Unobservable Inputs (Level 3) | Insurance policies | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 0 | ' | ' |
Total | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 197,340 | ' | ' |
Total | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 139,139 | ' | ' |
Total | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 14,564 | ' | ' |
Total | Cash | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 442 | ' | ' |
Total | Cash | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 9,332 | ' | ' |
Total | Cash | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 1,853 | ' | ' |
Total | U.S. broad market | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 72,651 | ' | ' |
Total | Emerging markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 16,551 | ' | ' |
Total | Emerging markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 945 | ' | ' |
Total | Non-U.S. developed markets | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 27,896 | ' | ' |
Total | Worldwide developed markets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 59,153 | ' | ' |
Total | Investment grade | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 58,962 | ' | ' |
Total | Investment grade | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 21,351 | ' | ' |
Total | Global high yield | Recurring basis | U.S. defined benefit pension plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 20,838 | ' | ' |
Total | Global high yield | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 651 | ' | ' |
Total | Government bond funds | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 42,535 | ' | ' |
Total | Other assets | Recurring basis | Non-U.S. defined benefit pension plans | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | 5,172 | ' | ' |
Total | Insurance policies | Recurring basis | U.S. postretirement benefit plan | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Fair value of plan assets | $12,711 | ' | ' |
EMPLOYEE_BENEFIT_PLANS_Health_
EMPLOYEE BENEFIT PLANS - Health Care Cost Trend Rate (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract] | ' |
Effect on benefit obligations, one percent increase | $1,009 |
Effect on benefit obligations, one percent decrease | $933 |
B&L | U.S. postretirement benefit plan | ' |
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | ' |
Health care cost trend rate assumed for next year | 7.57% |
Rate to which the cost trend rate is assumed to decline | 4.50% |
Year that the rate reaches the ultimate trend rate | '2029 |
SECURITIES_REPURCHASES_AND_SHA1
SECURITIES REPURCHASES AND SHARE ISSUANCE (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||
Jun. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-11 | Mar. 31, 2011 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 29, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 10, 2009 | Nov. 08, 2011 | Aug. 29, 2011 | Nov. 04, 2010 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Nov. 03, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Nov. 19, 2012 | Nov. 21, 2013 | Nov. 21, 2013 | |
ValueAct Capital Master Fund, L.P. ( ValueAct ) | ValueAct Capital Master Fund, L.P. ( ValueAct ) | ValueAct Capital Master Fund, L.P. ( ValueAct ) | Director | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 2010 Securities Repurchase Program | 2010 Securities Repurchase Program | 2010 Securities Repurchase Program | 2010 Securities Repurchase Program | 2010 Securities Repurchase Program | 2010 Securities Repurchase Program | 2010 Securities Repurchase Program | 2011 Securities Repurchase Program | 2011 Securities Repurchase Program | 2011 Securities Repurchase Program | 2011 Securities Repurchase Program | 2011 Securities Repurchase Program | 2011 Securities Repurchase Program | 2011 Securities Repurchase Program | 2012 Securities Repurchase Program | 2013 Securities Repurchase Program | 2013 Securities Repurchase Program | |||||
ValueAct Capital Master Fund, L.P. ( ValueAct ) | 5.375% Convertible Notes due in August, 2014 | Senior Notes | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | Senior Notes | NYSE | ||||||||||||||||||||||||
Securities Repurchase Program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate maximum amount authorized under the Securities Repurchase Program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,800,000,000 | $1,500,000,000 | ' | ' | ' | ' | $1,500,000,000 | ' | ' | ' | ' | ' | ' | $1,500,000,000 | $1,500,000,000 | ' |
Increased authorized amount under the Securities Repurchase Program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized to be repurchased as a percentage of public float | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Shares to be repurchased as a percentage of issued capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% |
Maximum shares authorized for repurchase under the Securities Repurchase Program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,648,739 |
Aggregate principal amount of notes repurchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 203,800,000 | 10,000,000 | ' | ' | ' | ' | 1,100,000 | 1,200,000 | 89,900,000 | ' | ' | ' |
Stated interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.38% | ' | 5.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price of convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 623,300,000 | ' | ' | ' | ' | ' | ' | 619,400,000 | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' |
Carrying amount of convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 177,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 209,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | 65,014,000 | 20,080,000 | 36,844,000 | ' | ' | ' | ' | ' | 2,300,000 | 100,000 | 31,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between the estimated fair value and the repurchase price of securities | ' | ' | ' | ' | ' | ' | ' | ' | 43,800,000 | ' | 2,900,000 | 414,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between the estimated fair value and the purchase price of securities charged to accumulated deficit | ' | ' | ' | ' | ' | ' | ' | ' | 43,600,000 | ' | 200,000 | 380,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between the estimated fair value and the purchase price of securities charged to additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 2,700,000 | 33,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accreted interest on repurchase of convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of convertible notes included in Consolidated cash flows as an outflow from financing activities | ' | 0 | 3,975,000 | 613,471,000 | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' | ' | 613,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares repurchased | ' | ' | ' | ' | 4,498,180 | 7,366,419 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | 13,664,599 | ' | ' | ' | 507,957 | 5,257,454 | 1,534,857 | ' | ' | ' | ' | ' | ' |
Aggregate repurchase price of the entity's common shares repurchased | ' | 55,629,000 | 280,724,000 | 639,242,000 | 224,800,000 | 274,800,000 | ' | 19,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | 74,500,000 | 574,100,000 | ' | ' | ' | 35,700,000 | 280,700,000 | 65,100,000 | ' | ' | ' | ' | ' | ' |
Excess of repurchase price over carrying value of securities repurchased, charged to accumulated deficit | ' | ' | ' | ' | ' | ' | ' | 15,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | 374,400,000 | ' | ' | ' | ' | 25,800,000 | 178,400,000 | ' | ' | ' | ' | ' | ' | ' |
Amount receivable in relation to withholding taxes on repurchase | ' | ' | ' | ' | ' | ' | 21,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption of senior notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,900,000 | ' | ' | ' | ' | ' | ' | 88,700,000 | ' | ' | ' |
Convertible notes, senior notes and shares repurchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000,000 | ' | ' | ' | ' | ' | ' | ' | 35,700,000 | 284,700,000 | 157,700,000 | ' | ' | ' | ' | ' | ' |
Shares repurchased | ' | ' | ' | ' | ' | ' | ' | 217,294 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (in shares) | 27,058,824 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | $85 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 2,300,000,000 | 2,306,880,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance costs | $30,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||
Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Mar. 08, 2011 | Nov. 04, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 08, 2011 | Mar. 08, 2011 | Mar. 08, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
2011 Omnibus Incentive Plan | Cost of goods sold | Research and development expenses | Research and development expenses | Selling, general and administrative expenses | Selling, general and administrative expenses | Selling, general and administrative expenses | Restructuring and other costs | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | RSUs | RSUs | RSUs | RSUs | RSUs | |||||
Cost of goods sold | Research and development expenses | Selling, general and administrative expenses | Selling, general and administrative expenses | Selling, general and administrative expenses | |||||||||||||||||||||
Components and classification of share-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total number of shares approved for grant by the Company under the share-based compensation plans | ' | ' | ' | ' | 6,846,310 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares available for future grants | ' | ' | ' | ' | 160,817 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | $45,478,000 | $66,236,000 | $94,023,000 | ' | $1,330,000 | $764,000 | $1,329,000 | $45,478,000 | $65,472,000 | $90,379,000 | $985,000 | ' | ' | $17,317,000 | $21,739,000 | $45,465,000 | ' | ' | ' | $28,161,000 | $44,497,000 | $48,558,000 | $4,300,000 | $4,800,000 |
Post-merger special dividend (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental fair value of the modified awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental fair value of the modified awards for options vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,200,000 | ' | ' | ' | ' | 200,000 | 200,000 | 8,800,000 | ' | ' | ' | ' | ' |
Incremental fair value of the modified awards for unvested options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in stock-based compensation expense due to change in classification from equity awards to liability awards | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense due to change in classification from equity awards to liability awards | 21,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefits from stock options exercised | ' | ($24,200,000) | ($12,541,000) | ($26,533,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 2) (USD $) | 12 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Additional disclosures | ' | ' | ' |
Proceeds from exercise of stock options | $10,015,000 | $23,026,000 | $41,738,000 |
Stock options | ' | ' | ' |
Share-based compensation | ' | ' | ' |
Number of days average trading price as base for minimum exercise price of stock option granted | '5 days | ' | ' |
Method and assumptions on valuation of stock options | ' | ' | ' |
Expected stock option life (years) | '4 years | '4 years | '4 years |
Expected volatility (as a percent) | 40.10% | 44.90% | 42.80% |
Risk-free interest rate (as a percent) | 1.00% | 0.50% | 1.40% |
Stock option activity | ' | ' | ' |
Options outstanding at the beginning of the period (in shares) | 8,506 | ' | ' |
Granted (in shares) | 1,582 | ' | ' |
Exercised (in shares) | -478 | ' | ' |
Expired or forfeited (in shares) | -983 | ' | ' |
Options outstanding at the end of the period (in shares) | 8,627 | 8,506 | ' |
Options vested and exercisable at the end of the period (in shares) | 5,174 | ' | ' |
Weighted-average exercise price | ' | ' | ' |
Options outstanding at the beginning of the period (in dollars per share) | $18.97 | ' | ' |
Granted (in dollars per share) | $93.60 | ' | ' |
Exercised (in dollars per share) | $20.76 | ' | ' |
Expired or forfeited (in dollars per share) | $39.74 | ' | ' |
Options outstanding at the end of the period (in dollars per share) | $30.19 | $18.97 | ' |
Options vested and exercisable at the end of the period (in dollars per share) | $11.68 | ' | ' |
Weighted-Average Remaining Contractual Term | ' | ' | ' |
Options outstanding at the end of the period | '5 years 6 months | ' | ' |
Options vested and exercisable at the end of the period | '4 years 6 months | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Options outstanding at the end of the period | 754,356,000 | ' | ' |
Options vested and exercisable at the end of the period | 547,033,000 | ' | ' |
Additional disclosures | ' | ' | ' |
Weighted-average grant date fair value of stock options (in dollars per share) | $30.47 | $19.57 | $13.65 |
Intrinsic value of stock options exercised in the period | 30,400,000 | 25,100,000 | 31,700,000 |
Proceeds from exercise of stock options | $10,000,000 | $23,000,000 | $41,700,000 |
Stock options | After merger | ' | ' | ' |
Share-based compensation | ' | ' | ' |
Percentage of stock options that will vest on each of the first, second, third and fourth anniversaries from the date of grant | 25.00% | ' | ' |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 16-May-11 | Feb. 28, 2013 | Jun. 30, 2013 | 16-May-11 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | 16-May-11 | Dec. 31, 2011 | |
Restructuring and other costs | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Time-Based RSUs | Time-Based RSUs | Time-Based RSUs | Time-Based RSUs | Performance-Based Restricted Stock Units | Performance-Based Restricted Stock Units | Performance-Based Restricted Stock Units | Performance-Based Restricted Stock Units | Performance-Based Restricted Stock Units | Performance-Based Restricted Stock Units | Performance-Based Restricted Stock Units | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | Deferred Share Units ("DSU") | ||||
$4.20 - $6.30 | $6.39 - $9.59 | $10.54 - $15.81 | $16.71 - $25.07 | $25.42 - $38.13 | $39.35 - $59.03 | $59.15 - $88.73 | $91.12 - $136.68 | Minimum | Minimum | Maximum | Maximum | Minimum | Maximum | Maximum | Restructuring and other costs | |||||||||||||||||||||
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining unrecognized compensation expense related to non-vested awards | ' | ' | ' | ' | $61,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,000,000 | ' | ' | $76,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining requisite service period over which unrecognized compensation cost is expected to be amortized | ' | ' | ' | ' | '3 years 2 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 4 months 24 days | ' | ' | '2 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value of stock options vested during the period | ' | ' | ' | ' | 26,000,000 | 36,100,000 | 35,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,200,000 | 18,000,000 | 16,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum number of common shares that could be issued upon vesting of outstanding awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,832,187 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options Outstanding and Exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price range, lower range limit (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $4.20 | $6.39 | $10.54 | $16.71 | $25.42 | $39.35 | $59.15 | $91.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price range, upper range limit (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $6.30 | $9.59 | $15.81 | $25.07 | $38.13 | $59.03 | $88.73 | $136.68 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding (in shares) | ' | ' | ' | ' | 8,627,000 | ' | ' | 3,222,000 | 139,000 | 1,959,000 | 12,000 | 442,000 | 1,415,000 | 384,000 | 1,054,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted- Average Remaining Contractual Life (Years) | ' | ' | ' | ' | '5 years 6 months | ' | ' | '4 years 1 month 6 days | '3 years 2 months 12 days | '5 years 2 months 12 days | '6 years 7 months 6 days | '1 year 10 months 24 days | '6 years 7 months 6 days | '7 years 6 months | '9 years 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Exercise Price (in dollars per share) | ' | ' | ' | ' | $30.19 | ' | ' | $4.29 | $6.61 | $12.97 | $19.71 | $25.42 | $51.06 | $69.35 | $104.21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable (in shares) | ' | ' | ' | ' | 5,174,000 | ' | ' | 3,222,000 | 139,000 | 1,032,000 | 2,000 | 310,000 | 459,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Exercise Price (in dollars per share) | ' | ' | ' | ' | $11.68 | ' | ' | $4.29 | $6.61 | $12.99 | $20.42 | $25.42 | $51.86 | $59.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Time-Based RSUs, Performance-Based RSUs and Deferred Share Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-Based Awards at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,310,000 | ' | ' | 1,696,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 148,000 | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 129,000 | ' | ' | 567,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -204,034 | -446,000 | ' | ' | -884,000 | ' | ' | ' | ' | ' | ' | ' | ' | -70,110 | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -109,000 | ' | ' | -334,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settled for cash (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -145,000 | ' | ' | ' | ' | ' |
Stock-Based Awards at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 884,000 | 1,310,000 | ' | 1,045,000 | 1,696,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | 148,000 | ' | ' | ' | ' |
Weighted-average grant-date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-Based awards at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $33.43 | ' | ' | $43.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.78 | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $84.01 | ' | ' | $140.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34.11 | ' | ' | $22.85 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $44.40 | ' | ' | $80.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settled for cash (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.08 | ' | ' | ' | ' | ' |
Stock-Based awards at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39.11 | $33.43 | ' | $102.22 | $43.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50.56 | $16.78 | ' | ' | ' | ' |
Method and assumptions on valuation of stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual term (years) | ' | ' | ' | ' | '4 years | '4 years | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '2 years 9 months 18 days | '2 years 10 months 24 days | '4 years 3 months 18 days | '4 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Company share volatility, minimum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36.10% | 42.50% | 34.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Company share volatility, maximum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44.40% | 52.30% | 60.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate, minimum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.60% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate, maximum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.30% | 1.00% | 1.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, DSU plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' |
Number of days average trading price as base for determining amount of deferred compensation | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days average trading price as base for determining amount of deferred compensation for directors subject to taxation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 day | '5 days | ' | ' |
Liabilities reclassified from accrued liabilities to additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,300,000 | ' |
Shares held by current directors from accrued liabilities to additional paid-in capital (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 182,053 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $45,478,000 | $66,236,000 | $94,023,000 | $985,000 | $17,317,000 | $21,739,000 | $45,465,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,600,000 | ' | ' | ' | ' | ' | $800,000 |
Number of shares held by former directors were not affected by the modification and continue to be cash settled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,219 | ' | ' | ' | ' |
Number of shares redeemed for cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,219 | ' | ' | ' | ' | ' | ' | ' | ' |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Auction rate securities | Available-for-sale equity securities | Available-for-sale equity securities | Available-for-sale equity securities | Available-for-sale debt securities | Available-for-sale debt securities | Foreign Currency Translation Adjustment | Foreign Currency Translation Adjustment | Foreign Currency Translation Adjustment | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Net Unrealized Holding Gain (Loss) on Securities | Acquisition of Noncontrolling Interest | Acquisition of Noncontrolling Interest | Acquisition of Noncontrolling Interest | Pension Adjustment | Pension Adjustment | Pension Adjustment | ||||
Auction rate securities | Auction rate securities | Auction rate securities | Available-for-sale equity securities | Available-for-sale equity securities | Available-for-sale equity securities | Available-for-sale debt securities | Available-for-sale debt securities | Available-for-sale debt securities | |||||||||||||||||||
Components of accumulated other comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ($119,396) | ($279,616) | $98,836 | ' | ' | ' | ' | ' | ' | ($121,696) | ($282,707) | $98,926 | $1 | $0 | $0 | $379 | $1,634 | $0 | ($204) | ($90) | $0 | $0 | $2,206 | $2,206 | ($286) | ($545) | $0 |
Foreign currency translation adjustment | -50,764 | 161,011 | -381,633 | ' | ' | ' | ' | ' | ' | -50,764 | 161,011 | -381,633 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net unrealized holding gain (loss) on securities | ' | ' | ' | 1 | 3,584 | 379 | 22,780 | 7 | -114 | ' | ' | ' | ' | 1 | ' | 3,584 | 379 | 22,780 | 7 | -114 | ' | ' | ' | ' | ' | ' | ' |
Reclassification to net income (loss) | -3,964 | -1,437 | -21,146 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1 | ' | ' | -3,963 | -1,634 | -21,146 | 197 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of noncontrolling interest | 0 | 0 | 2,206 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,206 | ' | ' | ' | ' | ' |
Pension adjustment | 37,760 | 259 | -545 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,760 | 259 | -545 |
Balance at the end of the period | ($132,780) | ($119,396) | ($279,616) | ' | ' | ' | ' | ' | ' | ($172,460) | ($121,696) | ($282,707) | $0 | $1 | $0 | $0 | $379 | $1,634 | ' | ($204) | $0 | $2,206 | $2,206 | $2,206 | $37,474 | ($286) | ($545) |
LOSS_ON_EXTINGUISHMENT_OF_DEBT2
LOSS ON EXTINGUISHMENT OF DEBT (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 30, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 |
5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 5.375% Convertible Notes due in August, 2014 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | 4.00% Convertible Notes due in November, 2013 | Term Loan B Facility | Series D and Series C Tranche B Term Loan Facility | 9.875% Senior Notes | Senior Notes | Senior Notes | Series A-1 and A-2 Tranche A Term Loans | Senior Secured Term Loan Facility | ||||
Long-term debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | $65,014 | $20,080 | $36,844 | $2,455 | $31,629 | ' | $4,700 | $4,708 | ' | ' | $17,625 | $21,379 | $8,161 | $32,526 | ($148) | $2,948 | $655 |
Interest rate on debt (as a percent) | ' | ' | ' | 5.38% | 5.38% | 5.38% | ' | 4.00% | 4.00% | 4.00% | ' | ' | 9.88% | ' | ' | ' | ' |
GAIN_ON_INVESTMENTS_NET_Detail
GAIN ON INVESTMENTS, NET (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2011 | Jun. 30, 2011 | Mar. 14, 2011 | |
Common Shares | Common Shares | Common Shares | ||||
Gain on investments, net | ' | ' | ' | ' | ' | ' |
Gain on auction rate floating securities (as described in note 7) | $1,859,000 | $0 | $0 | ' | ' | ' |
Gain on disposal of investments | 3,963,000 | 2,056,000 | 22,776,000 | ' | ' | ' |
Gain on investments, net | 5,822,000 | 2,056,000 | 22,776,000 | ' | ' | ' |
Marketable securities by major security type | ' | ' | ' | ' | ' | ' |
Investment in available-for-sale equity securities | ' | ' | ' | 60,000,000 | ' | ' |
Number of shares of common stock acquired | ' | ' | ' | 1,034,908 | ' | ' |
Percentage of outstanding common stock acquired | ' | ' | ' | ' | ' | 1.37% |
Net proceeds from disposal of investment | ' | ' | ' | ' | 81,300,000 | ' |
Net realized gain | ' | ' | ' | ' | $21,300,000 | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Components of loss before recovery of income taxes | ' | ' | ' |
Domestic | ($574,527) | ($205,612) | ($41,374) |
Foreign | -739,925 | -188,616 | 23,374 |
Loss before recovery of income taxes | -1,314,452 | -394,228 | -18,000 |
Current: | ' | ' | ' |
Domestic | 3,403 | 7,189 | 3,554 |
Foreign | 80,010 | 56,337 | 36,337 |
Total | 83,413 | 63,526 | 39,891 |
Deferred: | ' | ' | ' |
Domestic | 0 | -11,886 | -21,763 |
Foreign | -534,196 | -329,843 | -195,687 |
Total | -534,196 | -341,729 | -217,450 |
Provision for (recovery of) income taxes | ($450,783) | ($278,203) | ($177,559) |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Loss before recovery of income taxes | ($1,314,452) | ($394,228) | ($18,000) |
Expected Canadian statutory rate | 26.90% | 26.90% | 28.30% |
Expected recovery of income taxes | -353,588 | -106,047 | -5,085 |
Non-deductible amounts: | ' | ' | ' |
Amortization | 0 | 6,173 | 22,251 |
Share-based compensation | 13,096 | 6,258 | 14,045 |
Merger and acquisition costs | 1,090 | 24,210 | 0 |
In-process research and development | 0 | 3,228 | 0 |
Non-taxable gain on disposal of investments | 0 | -3,056 | -15,384 |
Changes in enacted income tax rates | 6,555 | -4,459 | -18,313 |
Canadian dollar foreign exchange gain for Canadian tax purposes | 635 | 9,098 | 40,667 |
Change in valuation allowance related to foreign tax credits and net operating losses | 70,154 | 0 | 0 |
Change in valuation allowance on Canadian deferred tax assets and tax rate changes | 143,945 | -34,245 | -57,249 |
Change in uncertain tax positions | 0 | 15,433 | -8,568 |
Foreign tax rate differences | -407,604 | -226,764 | -180,301 |
Unrecognized income tax benefit of losses | 0 | 32,019 | 22,187 |
Withholding taxes on foreign income | 3,393 | 7,954 | 5,473 |
Alternative minimum and other taxes | 0 | -4,528 | 2,513 |
Taxable foreign income | 55,350 | 10,675 | 0 |
Deferred intercompany profit | -5,726 | -10,371 | 0 |
Other | 21,917 | -3,781 | 205 |
Provision for (recovery of) income taxes | ($450,783) | ($278,203) | ($177,559) |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Tax loss carryforwards | $957,703 | $293,547 |
Tax credit carryforwards | 126,415 | 77,426 |
Scientific Research and Experimental Development pool | 62,883 | 65,718 |
Research and development tax credits | 83,669 | 67,683 |
Provisions | 577,509 | 211,486 |
Plant, equipment and technology | 38,339 | 7,478 |
Deferred revenue | 12,549 | 60,850 |
Deferred financing and share issue costs | 0 | 118,369 |
Share-based compensation | 42,987 | 19,828 |
Other | 76,464 | 23,453 |
Total deferred tax assets | 1,978,518 | 945,838 |
Less valuation allowance | -477,573 | -124,515 |
Net deferred tax assets | 1,500,945 | 821,323 |
Deferred tax liabilities: | ' | ' |
Intangible assets | 2,884,288 | 1,610,386 |
Unremitted earnings | 563,775 | 191,129 |
Deferred financing and share issue costs(1) | 16,598 | 0 |
Prepaid expenses | -353 | 1,094 |
Total deferred tax liabilities | 3,464,308 | 1,802,609 |
Net deferred income taxes | ($1,963,363) | ($981,286) |
INCOME_TAXES_Details_4
INCOME TAXES (Details 4) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES | ' | ' |
Deferred tax liability offset by deferred financing and share issue costs assets | ' | $36,300,000 |
Increase (Decrease) in valuation allowance | 353,100,000 | -4,200,000 |
Valuation allowance against deferred tax assets | 477,573,000 | 124,515,000 |
Research and development tax credits | 83,669,000 | 67,683,000 |
Unrecognized tax benefits including interest and penalties | 247,500,000 | 128,000,000 |
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | 153,400,000 | 88,800,000 |
Increase to unrecognized tax benefits related to current and prior year tax positions | 132,400,000 | 29,100,000 |
Decrease to unrecognized tax benefits related to current and prior year tax positions | 12,800,000 | 3,400,000 |
Accrued interest and penalties related to unrecognized tax benefits | 46,400,000 | 24,300,000 |
Accrued interest and penalties recognized | 5,700,000 | 1,300,000 |
Estimated unrecognized tax benefits realized during the next 12 months | 8,700,000 | ' |
Unclaimed ITCs and Research & Development | ' | ' |
INCOME TAXES | ' | ' |
Unclaimed Investment Tax Credits and research and development credits | 42,300,000 | 44,900,000 |
Pooled Scientific Research and Experimental Development | ' | ' |
INCOME TAXES | ' | ' |
Tax credit carryforward | 232,100,000 | 255,600,000 |
US-Federal | ' | ' |
INCOME TAXES | ' | ' |
Accumulated losses available for federal and provincial purposes | 717,900,000 | 397,500,000 |
Valuation allowance against deferred tax assets | 253,600,000 | 122,000,000 |
U.S. Federal, State and Local | ' | ' |
INCOME TAXES | ' | ' |
Accumulated losses available for federal and provincial purposes | 1,955,100,000 | 1,011,700,000 |
Research and development tax credits | 60,300,000 | 21,300,000 |
Pre-acquisition losses arising from the merger related to the exercise of non-qualified stock options and restricted stock awards | 22,500,000 | ' |
Foreign Tax Authority | ' | ' |
INCOME TAXES | ' | ' |
Income Tax Credits and Adjustments | $136,400,000 | ' |
INCOME_TAXES_Details_5
INCOME TAXES (Details 5) | 12 Months Ended |
Dec. 31, 2013 | |
US-Federal | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2011 |
US-Federal | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
Canada | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2005 |
Canada | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
Brazil | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2006 |
Brazil | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
Germany | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2011 |
Germany | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
France | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2011 |
France | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
China | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2009 |
China | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
Ireland | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2008 |
Ireland | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
Netherlands | Minimum | ' |
Income Taxes | ' |
Open Tax Year | '2011 |
Netherlands | Maximum | ' |
Income Taxes | ' |
Open Tax Year | '2012 |
INCOME_TAXES_Details_6
INCOME TAXES (Details 6) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ' | ' | ' |
Balance, beginning of year | $127,978 | $102,290 | $110,857 |
Additions based on tax positions related to the current year | 60,678 | 3,492 | 2,701 |
Additions for tax positions of prior years | 19,543 | 19,036 | ' |
Reductions for tax positions of prior years | -10,801 | -1,396 | -11,268 |
Lapse of statute of limitations | -2,045 | -2,000 | ' |
Balance, end of year | 247,536 | 127,978 | 102,290 |
B&L | ' | ' | ' |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ' | ' | ' |
Acquisition | 52,183 | ' | ' |
Medicis | ' | ' | ' |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ' | ' | ' |
Acquisition | ' | $6,556 | ' |
LOSS_EARNINGS_PER_SHARE_Detail
(LOSS) EARNINGS PER SHARE (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' |
Net (loss) income attributable to Valeant Pharmaceuticals International, Inc. | ($866,142) | ($116,025) | $159,559 |
Basic weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | 304,655 |
Diluted effect of stock options and RSUs (000s) (in shares) | 0 | 0 | 8,484 |
Diluted effect of convertible notes (000s) (in shares) | 0 | 0 | 12,980 |
Diluted weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | 326,119 |
(Loss) earnings per share attributable to Valeant Pharmaceuticals International, Inc.: | ' | ' | ' |
Basic (in dollars per share) | ($2.70) | ($0.38) | $0.52 |
Diluted (in dollars per share) | ($2.70) | ($0.38) | $0.49 |
LOSS_EARNINGS_PER_SHARE_Detail1
(LOSS) EARNINGS PER SHARE (Details 2) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Anti-dilutive shares not included in the computation of diluted earnings per share [Line Items] | ' | ' | ' |
Basic weighted-average number of common shares outstanding (000s) | 320,996 | 305,446 | 304,655 |
Diluted weighted-average number of common shares outstanding (000s) | 327,466 | 313,124 | ' |
Dilutive effect of stock options and RSUs | ' | ' | ' |
Anti-dilutive shares not included in the computation of diluted earnings per share [Line Items] | ' | ' | ' |
Dilutive effect (000s) (in shares) | 6,470 | 7,158 | ' |
Dilutive effect of Convertible Notes | ' | ' | ' |
Anti-dilutive shares not included in the computation of diluted earnings per share [Line Items] | ' | ' | ' |
Dilutive effect (000s) (in shares) | 0 | 520 | ' |
Dilutive effect of stock options | ' | ' | ' |
Anti-dilutive shares not included in the computation of diluted earnings per share [Line Items] | ' | ' | ' |
Dilutive effect (000s) (in shares) | 1,090 | 1,093 | 271 |
SUPPLEMENTAL_CASH_FLOW_DISCLOS2
SUPPLEMENTAL CASH FLOW DISCLOSURES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Supplemental Cash Flow Elements [Abstract] | ' | ' | ' |
Interest paid | $652,910 | $421,019 | $247,879 |
Income taxes paid | $65,072 | $41,425 | $45,399 |
LEGAL_PROCEEDINGS_Details
LEGAL PROCEEDINGS (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||
Aug. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 19, 2010 | Dec. 31, 2013 | Oct. 24, 2013 | Dec. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 15, 2013 | Jan. 31, 2014 | 16-May-08 | 16-May-08 | Sep. 11, 2009 | Dec. 31, 2013 | Jun. 30, 2012 | Oct. 04, 2011 | Oct. 16, 2009 | Feb. 29, 2012 | Oct. 27, 2013 | Sep. 30, 2013 | Oct. 17, 2013 | Oct. 29, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
cases | MoistureLoc | MoistureLoc | MoistureLoc | Watson | Watson | Watson | Natur Produkt | Natur Produkt | Natur Produkt | Perrigo | Lupin | Written plea agreement | Non-prosecution agreement | Corporate Integrity Agreement | Obagi Shareholder Class Actions | Antitrust | Banner TARGRETIN Litigation | General civil actions | General civil actions | Master services agreement | Master services agreement | Master services agreement | Master services agreement | Employment Matter | Employment Matter | Non-Fusarium Cases | ||
B&L | B&L | B&L | Aplenzin | Aplenzin | Acanya Gel | Anti-Grippin Trademark | Anti-Grippin Trademark | Anti-Grippin Trademark | Acanya Gel | Prolensa | Biovail Pharmaceuticals, Inc. | Biovail Pharmaceuticals, Inc. | Biovail Pharmaceuticals, Inc. | complaints | Banner | cases | Anacor | Anacor | Anacor | Anacor | Medicis | Medicis | MoistureLoc | |||||
cases | U.S | Outside the U.S. | complaints | suits | Other Expense | Subsequent event | Eisai | Minimum | Minimum | charges | employees | B&L | ||||||||||||||||
suits | suits | suits | patents | cases | ||||||||||||||||||||||||
Legal proceedings and other matters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Civil Penalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22,200,000 | $2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Obligation term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of complaints filed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total settlement amount payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,250,000 | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' |
Maximum settlement notice costs to be paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Number of Class Action Cases | ' | 13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of stay on approval triggered on filing of suit | ' | ' | ' | ' | ' | '30 months | ' | '30 months | ' | ' | ' | '30 months | '30 months | ' | ' | ' | ' | ' | '30 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of actions consolidated into the first-filed case | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of the patents that remain in the litigation | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recent suits filed | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damages awarded to plaintiff | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized charge during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142,500,000 | ' | ' | ' | ' | ' |
Number of cases settled | ' | ' | 629 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount of consideration paid under settlement agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Settlement (less than .3 million) | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142,500,000 | ' | ' | ' | ' | ' | ' |
Damages sought | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $215,000,000 | ' | ' | ' |
Number of former employees who filed charges with the EEOC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' |
Number of charges dismissed by the EEOC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Currently active lawsuits/claims | ' | ' | 324 | 1 | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 320 |
Number consolidated cases | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Rental expense related to operating lease | $51,900,000 | $22,900,000 | $18,100,000 |
Minimum future rental payments under non-cancelable lease for five succeeding years | ' | ' | ' |
2014 | 66,123,000 | ' | ' |
2015 | 48,534,000 | ' | ' |
2016 | 38,082,000 | ' | ' |
2017 | 28,122,000 | ' | ' |
2018 | 22,792,000 | ' | ' |
Thereafter | 65,683,000 | ' | ' |
Total | $269,336,000 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | Dec. 31, 2013 |
Other commitments | ' |
Capital expenditures | $53,000,000 |
Aton | ' |
Other commitments | ' |
Potential contingent consideration payment | 200,000,000 |
OraPharma | ' |
Other commitments | ' |
Potential contingent consideration payment | 74,000,000 |
Eisai | ' |
Other commitments | ' |
Potential contingent consideration payment | 60,000,000 |
iNova | ' |
Other commitments | ' |
Potential contingent consideration payment | 59,900,000 |
University Medical Pharmaceuticals | ' |
Other commitments | ' |
Potential contingent consideration payment | 40,000,000 |
Medicis | ' |
Other commitments | ' |
Milestone payments in terms of collaboration and license agreements | $1,159.60 |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
segments | segments | facility | Clindamycin and benzoyl peroxide gel ("IDP-111") | Fluorouracil cream ("5-FU") | Ezogabine Retigabine | Suncare and skincare brands | Suncare and skincare brands | Opana | Dermaglow | Valeant Pharmaceuticals International ("Valeant") | B&L | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Developed Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Emerging Markets | Total Segment | Total Segment | Total Segment | Corporate | Corporate | Corporate | ||
Ezogabine Retigabine | B&L, Medics, Obagi, Eisai, OraPharma, J&J North America, QLT | Dermik, Ortho Dermatologics, iNova, OraPharma, Medics | B&L, Legacy Valeant, Medics | Valeant, Dermik, Ortho Dermatologics, iNova, Medicis, and OraPharma | Valeant, Dermik, iNova, Ortho Dermatologics | B&L | Obagi Medical Products, Inc | Eisai | OraPharma, QLT, J&J North America, and University Medical | B&L, Natur Produkt, Gerot Lannach, Atlantis | Sanitas, iNova, Probiotica, PharmaSwiss, Gerot Lannach | B&L, Legacy Valeant, Medics | Valeant, PharmaSwiss, Sanitas, iNova, Gerot Lannach | Valeant, PharmaSwiss and Sanitas | B&L | Obagi Medical Products, Inc | Natur Produkt | Probiotica, J&J ROW, Atlantis and Gerot Lannach | ||||||||||||||||||||||||||
Fair Value Adjustment to Inventory and Identifiable Intangible Assets | Fair Value Adjustment to Inventory and Identifiable Intangible Assets | Fair Value Adjustment to Inventory and Identifiable Intangible Assets | Fair Value Adjustment to Inventory and Identifiable Intangible Assets | Fair Value Adjustment to Inventory and Identifiable Intangible Assets | Fair Value Adjustment to Inventory and Identifiable Intangible Assets | |||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment reporting information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | $5,769,605,000 | $3,480,376,000 | $2,427,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,293,216,000 | $2,502,264,000 | $1,762,535,000 | ' | $2,051,000,000 | $679,000,000 | ' | ' | ' | ' | ' | ' | ' | $1,476,389,000 | $978,112,000 | $664,915,000 | $415,600,000 | $310,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total segment profit | ' | -863,669,000 | -116,025,000 | 159,559,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 573,232,000 | 815,902,000 | 740,316,000 | ' | ' | ' | 1,080,400,000 | 506,400,000 | 144,800,000 | ' | ' | ' | ' | 92,995,000 | 68,958,000 | -24,929,000 | ' | ' | 320,500,000 | 180,500,000 | 136,800,000 | ' | ' | ' | ' | 666,227,000 | 884,860,000 | 715,387,000 | -165,666,000 | -138,200,000 | -180,008,000 |
Restructuring, integration and other costs | ' | -514,825,000 | -344,387,000 | -97,667,000 | ' | ' | ' | ' | ' | ' | ' | ' | -234,060,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In-process research and development impairments and other charges | ' | -153,639,000 | -189,901,000 | -109,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | ' | -36,416,000 | -78,604,000 | -32,964,000 | ' | ' | ' | ' | ' | ' | ' | ' | -14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related contingent consideration | ' | 29,259,000 | 5,266,000 | 10,986,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other expense | ' | -234,442,000 | -59,349,000 | -6,575,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating (loss) income | ' | -409,502,000 | 79,685,000 | 299,959,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest income | ' | 8,023,000 | 5,986,000 | 4,084,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | -844,316,000 | -481,596,000 | -334,526,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | -65,014,000 | -20,080,000 | -36,844,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign exchange and other | ' | -9,465,000 | 19,721,000 | 26,551,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on investments, net | ' | 5,822,000 | 2,056,000 | 22,776,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss before recovery of income taxes | ' | -1,314,452,000 | -394,228,000 | -18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges on intangible assets | ' | ' | ' | ' | 7,900,000 | 19,800,000 | 551,600,000 | 31,500,000 | 31,300,000 | 22,200,000 | 18,700,000 | ' | ' | ' | ' | ' | 551,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | 45,478,000 | 66,236,000 | 94,023,000 | ' | ' | ' | ' | ' | ' | ' | 58,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,478,000 | 66,236,000 | 93,000,000 |
Total assets | ' | 27,970,797,000 | 17,950,379,000 | 13,108,119,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,473,356,000 | 12,893,726,000 | 9,171,332,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,441,678,000 | 4,022,039,000 | 3,270,476,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,915,034,000 | 16,915,765,000 | 12,441,808,000 | 1,055,763,000 | 1,034,614,000 | 666,311,000 |
Identifiable intangible assets | ' | 12,848,160,000 | 9,308,669,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,977,900,000 | 335,500,000 | 112,000,000 | 2,227,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 782,700,000 | ' | 104,800,000 | 303,600,000 | ' | ' | ' | ' | ' | ' |
Goodwill | ' | 9,752,100,000 | 5,141,366,000 | 3,581,512,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,362,420,000 | 7,428,739,000 | 3,992,988,000 | 2,530,976,000 | ' | ' | ' | ' | ' | ' | 3,226,700,000 | 158,500,000 | ' | 1,481,000,000 | 2,323,361,000 | 1,148,378,000 | 1,050,536,000 | ' | ' | ' | ' | ' | 1,135,700,000 | 21,600,000 | 40,900,000 | 47,500,000 | ' | ' | ' | ' | ' | ' |
Capital Expenditures, and Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total capital expenditures | ' | 115,319,000 | 107,638,000 | 58,515,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,126,000 | 12,270,000 | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,922,000 | 61,607,000 | 33,989,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106,048,000 | 73,877,000 | 37,689,000 | 9,271,000 | 33,761,000 | 20,826,000 |
Total depreciation and amortization, including impairments of finite-lived intangible assets | ' | 2,015,806,000 | 986,222,000 | 612,603,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,687,705,000 | 755,108,000 | 447,420,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 313,659,000 | 224,544,000 | 159,039,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,001,364,000 | 979,652,000 | 606,459,000 | 14,442,000 | 6,570,000 | 6,144,000 |
Number of manufacturing facilities constructed | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impact of adjustments related to provisional fair value adjustment to identifiable intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 773,000,000 | 430,500,000 | 116,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 255,400,000 | 177,500,000 | 106,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges related to the discontinuation of certain products in the Brazilian and Polish markets | ' | ' | $13,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | ' | ' | ' |
Total revenues | $5,769,605 | $3,480,376 | $2,427,450 |
Pharmaceuticals | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Total revenues | 2,640,364 | 1,978,960 | 1,471,810 |
Devices | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Total revenues | 842,244 | 77,037 | 995 |
OTC | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Total revenues | 704,706 | 209,280 | 140,144 |
Branded and Other Generics | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Total revenues | 1,453,019 | 1,023,315 | 642,101 |
Alliance and Royalty, Service and Other | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Total revenues | $129,272 | $191,784 | $172,400 |
SEGMENT_INFORMATION_Details_3
SEGMENT INFORMATION (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | $5,769,605 | $3,480,376 | $2,427,450 |
Long-Lived Assets | 1,234,236 | 462,724 | 414,242 |
U.S. and Puerto Rico | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 3,194,531 | 1,885,842 | 1,361,636 |
Long-Lived Assets | 592,045 | 60,432 | 22,619 |
Canada | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 387,389 | 349,137 | 256,820 |
Long-Lived Assets | 87,722 | 109,728 | 129,510 |
Poland | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 268,788 | 199,278 | 179,501 |
Long-Lived Assets | 110,035 | 110,890 | 106,743 |
Russia | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 202,840 | 71,181 | 8,720 |
Long-Lived Assets | 7,048 | 228 | 0 |
Mexico | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 200,890 | 167,445 | 151,948 |
Long-Lived Assets | 82,491 | 73,894 | 53,500 |
Australia | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 178,204 | 184,073 | 79,204 |
Long-Lived Assets | 3,391 | 4,402 | 16,636 |
Brazil | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 155,577 | 135,114 | 87,190 |
Long-Lived Assets | 41,371 | 45,959 | 49,231 |
Germany | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 130,938 | 1,931 | 22,396 |
Long-Lived Assets | 83,805 | 0 | 0 |
Japan | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 104,902 | 12,164 | 0 |
Long-Lived Assets | 1,336 | 0 | 0 |
Serbia | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 91,930 | 90,768 | 81,867 |
Long-Lived Assets | 39,981 | 32,057 | 10,039 |
China | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 90,988 | 552 | 0 |
Long-Lived Assets | 44,334 | 0 | 0 |
France | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 86,916 | 2,532 | 0 |
Long-Lived Assets | 40,472 | 0 | 0 |
Other | ' | ' | ' |
Revenues and long-lived assets by geographic region | ' | ' | ' |
Total revenues | 675,712 | 380,359 | 198,168 |
Long-Lived Assets | $100,205 | $25,134 | $25,964 |
SEGMENT_INFORMATION_Details_4
SEGMENT INFORMATION (Details 4) (Revenues, Customer concentration) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
McKesson Corporation | ' | ' | ' |
Segment reporting information | ' | ' | ' |
Concentration risk, percentage | 19.00% | 20.00% | 23.00% |
Cardinal Health, Inc. | ' | ' | ' |
Segment reporting information | ' | ' | ' |
Concentration risk, percentage | 13.00% | 20.00% | 21.00% |
AmerisourceBergen Corporation | ' | ' | ' |
Segment reporting information | ' | ' | ' |
Concentration risk, percentage | 7.00% | 8.00% | 10.00% |
SUBSEQUENT_EVENTS_AND_PENDING_1
SUBSEQUENT EVENTS AND PENDING TRANSACTIONS (Details) (USD $) | 0 Months Ended | 0 Months Ended | ||||||||||
Apr. 30, 2013 | Dec. 31, 2013 | Dec. 11, 2012 | Dec. 31, 2013 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Jan. 23, 2014 | Jan. 31, 2014 | Feb. 03, 2014 | |
Actavis Specialty Brands, Metronidazole 1.3% | Medicis | Medicis | Medicis | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | |
Actavis Specialty Brands, Metronidazole 1.3% | Series E Tranche B Term Loan Facility | Series E Tranche B Term Loan Facility | Series E Tranche B Term Loan Facility | Series A-3 Tranche A Term Loan Facility | Series A-1 Tranche A Term Loan Facility | Solta | PreCision | PreCision | ||||
Base rate | LIBO | |||||||||||
Subsequent events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of term loan | ' | ' | ' | ' | $2,950,000,000 | ' | ' | $225,600,000 | ' | ' | ' | ' |
Interest rate margin (as a percent) | ' | ' | ' | ' | ' | 2.00% | 3.00% | ' | ' | ' | ' | ' |
Variable rate floor (as a percent) | ' | ' | ' | ' | ' | 1.75% | 0.75% | ' | ' | ' | ' | ' |
Prepayment premium rate (as a percent) | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' |
Converted debt amount | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' |
Total purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | 475,000,000 | ' |
Per Share Consideration (in dollars per share) | ' | ' | $44 | ' | ' | ' | ' | ' | ' | $2.92 | ' | ' |
Potential future milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 |
Sale price of worldwide rights | 55,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of payment of minimum royalties from commercialization of development product | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired IPR&D | ' | $159,809,000 | ' | $66,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
SCHEDULE_II_VALUATION_AND_QUAL1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for doubtful accounts | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Balance at Beginning of Year | $12,485 | $12,328 | $6,692 |
Charged to Costs and Expenses | 5,765 | 838 | 1,467 |
Charged to Other Accounts | 10,324 | -583 | 4,669 |
Deductions | -898 | -98 | -500 |
Balance at End of Year | 27,676 | 12,485 | 12,328 |
Allowance for inventory obsolescence | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Balance at Beginning of Year | 56,031 | 22,819 | 28,065 |
Charged to Costs and Expenses | 62,518 | 22,619 | 4,051 |
Charged to Other Accounts | 33,402 | 26,299 | 2,730 |
Deductions | -52,106 | -15,706 | -12,027 |
Balance at End of Year | 99,845 | 56,031 | 22,819 |
Deferred tax asset valuation allowance | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Balance at Beginning of Year | 124,515 | 128,742 | 186,399 |
Charged to Costs and Expenses | 214,099 | -2,227 | -35,062 |
Charged to Other Accounts | 138,959 | -2,000 | 41,517 |
Deductions | 0 | 0 | -64,112 |
Balance at End of Year | $477,573 | $124,515 | $128,742 |