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 Termination Costs		Contract Termination, Facility Closure and Other Costs
	Severance and Related Benefits			Share-Based Compensation⁽¹⁾			IPR&D Termination Costs		Contract Termination, Facility Closure and Other Costs			Total
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

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(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 Termination Costs		Contract Termination, Facility Closure and Other Costs
	Severance and Related Benefits			Share-Based Compensation⁽¹⁾			IPR&D Termination Costs		Contract Termination, Facility Closure and Other Costs			Total
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

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(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 Termination Costs			Contract Termination, Facility Closure and Other Costs
	Employee Termination Costs
	Severance and Related Benefits			Share-Based Compensation									Total
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

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(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.