Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of assets acquired and liabilities assumed

The below table indicates the purchase price allocations for acquisitions completed during the year ended December 31, 2016 (in millions):



	Tretinoin Products		Development-Stage Rx Products		All Other⁽¹⁾
Purchase price paid	$	416.4	$	—	$	17.1
Contingent consideration	—		24.9		26.2
Total purchase consideration	$	416.4	$	24.9	$	43.3

Assets acquired:
Cash and cash equivalents	$	—	$	—	$	3.8
Accounts receivable	—		—		4.9
Inventories	1.4		—		7.1
Prepaid expenses and other current assets	—		—		0.1
Property, plant and equipment, net	—		—		1.2
Goodwill	1.7		—		—
Definite-lived intangibles:
Distribution and license agreements, supply agreements	$	—	$	—	$	1.8
Developed product technology, formulations, and product rights	411.0		—		18.0
Customer relationships and distribution networks	—		—		8.2
Non-compete agreements	2.3		—		—
Indefinite-lived intangibles:
In-process research and development	$	—	$	24.9	$	4.9
Total intangible assets	$	413.3	$	24.9	$	32.9
Total assets	$	416.4	$	24.9	$	50.0
Liabilities assumed:
Accounts payable	$	—	$	—	$	2.8
Accrued liabilities	—		—		0.1
Long-term debt	—		—		3.3
Net deferred income tax liabilities	—		—		0.5
Total liabilities	$	—	$	—	$	6.7
Net assets acquired	$	416.4	$	24.9	$	43.3


(1)	Consists of four product acquisitions in our CHCA, CHCI and RX segments

The below table indicates the purchase price allocations for acquisitions completed during the six months ended December 31, 2015 (in millions):



	Entocort^®		Naturwohl		ScarAway^®		GSK Products		All Other⁽¹⁾
Purchase price paid	$	380.2	$	150.4	$	26.7	$	223.6	$	15.3
Contingent consideration	—		—		—		—		13.9
Total purchase consideration	$	380.2	$	150.4	$	26.7	$	223.6	$	29.2

Assets acquired:
Cash and cash equivalents	$	—	$	4.6	$	—	$	—	$	—
Accounts receivable	—		3.3		—		—		—
Inventories	0.2		1.5		1.0		—		—
Goodwill	—		61.0		3.5		32.6		—
Definite-lived intangibles:
Distribution and license agreements, supply agreements	$	—	$	21.4	$	—	$	—	$	—
Developed product technology, formulations, and product rights	380.0		—		0.5		—		—
Customer relationships and distribution networks	—		25.9		9.8		61.5		—
Trademarks, trade names, and brands	—		64.2		11.4		129.5		—
Non-compete agreements	—		0.3		0.5		—		—
Indefinite-lived intangibles:
In-process research and development	$	—	$	—	$	—	$	—	$	29.2
Total intangible assets	$	380.0	$	111.8	$	22.2	$	191.0	$	29.2
Total assets	$	380.2	$	182.2	$	26.7	$	223.6	$	29.2
Liabilities assumed:
Accounts payable	$	—	$	2.8	$	—	$	—	$	—
Accrued liabilities	—		1.6		—		—		—
Net deferred income tax liabilities	—		27.4		—		—		—
Total liabilities	$	—	$	31.8	$	—	$	—	$	—
Net assets acquired	$	380.2	$	150.4	$	26.7	$	223.6	$	29.2


⁽¹⁾	Consists of eight product development acquisitions in our CHCA, CHCI and RX segments.

The below table indicates the purchase price allocation for acquisitions completed during the year ended June 27, 2015 (in millions):



	Gelcaps		Omega		Lumara
Total purchase consideration	$	37.9	$	2,983.2	$	83.0
Assets acquired:
Cash and cash equivalents	$	4.6	$	14.7	$	—
Accounts receivable	7.3		222.9		2.9
Inventories	7.2		277.0		1.5
Prepaid expenses and other current assets	2.1		51.2		0.4
Property, plant and equipment, net	6.0		130.8		0.1
Goodwill	6.0		1,688.7		—
Definite-lived intangibles:
Developed product technology, formulations, and product rights	$	—	$	31.4	$	82.0
Customer relationships and distribution networks	6.6		1,056.3		—
Trademarks, trade names, and brands	—		287.5		—
Indefinite-lived intangibles:
Trademarks, trade names, and brands	4.4		2,003.8		—
Total intangible assets	$	11.0	$	3,379.0	$	82.0
Other non-current assets	0.4		2.4		—
Total assets	$	44.6	$	5,766.7	$	86.9
Liabilities assumed:
Accounts payable	$	3.3	$	225.0	$	—
Short-term debt	—		112.6		—
Accrued liabilities	1.6		49.3		3.9
Payroll and related taxes	—		51.3		—
Accrued customer programs	—		28.9		—
Long-term debt	—		1,471.0		—
Net deferred income tax liabilities	1.4		785.5		—
Other non-current liabilities	0.4		59.9		—
Total liabilities	$	6.7	$	2,783.5	$	3.9
Net assets acquired	$	37.9	$	2,983.2	$	83.0

Fair value of consideration transferred in business acquisition

The acquisition was a cash and stock transaction made up of the following consideration (in millions except per share data):



Perrigo ordinary shares issued	5.4
Perrigo per share price at transaction close on March 30, 2015	$	167.64
Total value of Perrigo ordinary shares issued	$	904.9
Cash consideration	2,078.3
Total consideration	$	2,983.2

Schedule of acquisition-related costs

The amounts recorded were not allocated to a reporting segment. The table below details the acquisition costs, as well as losses on hedging activities associated with the acquisition purchase price, and where they were recorded (in millions):



	Year Ended
Line item	June 27, 2015
Administration	$	29.7
Interest expense, net	23.7
Other expense, net	324.0
Loss on extinguishment of debt	9.6
Total acquisition-related costs	$	387.0

Schedule of prior period adjustments

Measurement period adjustment made to the Omega opening balance sheet are shown below.



	June 27, 2015		Measurement Period Adjustments			December 31, 2015
Accounts receivable	$	227.4	$	(4.5	)	$	222.9
Inventories	$	288.9	$	(11.9	)	$	277.0
Property, plant and equipment, net	$	121.2	$	9.6		$	130.8
Goodwill	$	1,269.6	$	419.1		$	1,688.7
Intangible assets:
Developed product technology, formulations, and product rights	$	36.9	$	(5.5	)	$	31.4
Customer relationships and distribution networks	1,342.7		(286.4		)	1,056.3
Definite-lived trademarks, trade names, and brands	282.0		5.5			287.5
Indefinite-lived trademarks, trade names, and brands	2,145.2		(141.4		)	2,003.8
Total intangible assets	$	3,806.8	$	(427.8	)	$	3,379.0
Accrued liabilities	$	50.0	$	(0.7	)	$	49.3
Net deferred income tax liabilities	$	771.1	$	14.4		$	785.5
Other non-current liabilities	$	88.9	$	(29.0	)	$	59.9

Pro forma information

The following unaudited pro forma information gives effect to the Tretinoin Products, Entocort^®, Naturwohl, GSK Products, ScarAway^®, Omega, Gelcaps, and Lumara acquisitions, as well as two small product acquisitions, as if the acquisitions had occurred on the first day of the year ended ended June 27, 2015 and had been included in our Results of Operations for all periods presented thereafter (in millions):



	Year Ended			Six Months Ended		Year Ended
(Unaudited)	December 31, 2016			December 31, 2015		June 27, 2015
Net sales	$	5,288.6		$	2,748.8	$	5,682.5
Net income (loss)	$	(4,011.0	)	$	81.0	$	250.2