BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2013

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 Recognized as of Acquisition Date (as previously reported)^(a)			Measurement Period Adjustments^(b)			Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments		Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments		Amounts Recognized as of December 31, 2013 (as adjusted)
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 Recognized as of Acquisition Dates			Measurement Period Adjustments^(a)			Amounts Recognized as of 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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Dates		Measurement Period Adjustments		Amounts Recognized as of December 31, 2013 (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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Dates		Measurement Period Adjustments		Amounts Recognized as of December 31, 2013 (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 share units in thousands)	Conversion Calculation		Fair Value
Number of common shares of Medicis outstanding as of acquisition date	57,135
Multiplied by Medicis Per Share Consideration	$	44.00	$	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 Recognized as of Acquisition Date (as previously reported)^(a)			Measurement Period Adjustments^(b)			Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2013 (as adjusted)
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 Recognized as of Acquisition Date (as previously reported)^(a)			Measurement Period Adjustments^(b)			Amounts Recognized as of December 31, 2012 (as adjusted)^(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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2012 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2012 (as adjusted)
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 Recognized as of Acquisition Dates (as previously reported)^(a)			Measurement Period Adjustments^(b)			Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2013 (as adjusted)
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of December 31, 2013 (as adjusted)
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:


(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:

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- Average Useful Lives (Years)	Amounts Recognized as of December 31, 2012 (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- Average Useful Lives (Years)	Amounts Recognized as of December 31, 2012 (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:


(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:

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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date
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- Average Useful Lives (Years)	Amounts Recognized as of Acquisition Date
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:

____________________________________


(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-
Average
Useful Lives
(Years)

Amounts
Recognized as of
December 31, 2012
(as adjusted)

Product brands

Corporate brands

Total identifiable intangible assets acquired