ACQUISITIONS

During 2016, there was one business combination which was not material.

(a) 2015 Business Combinations

Amoun

Description of the Transaction

On October 19, 2015, the Company acquired Mercury (Cayman) Holdings, the holding company of Amoun Pharmaceutical Company S.A.E. (“Amoun”), for an aggregate purchase price of approximately $906 million, which included cash plus contingent consideration (the “Amoun Acquisition”). Amoun develops and markets a wide range of pharmaceutical brands in therapeutic areas such as anti-hypertensives, broad spectrum antibiotics, and anti-diarrheals primarily in North Africa and the Middle East.

Fair Value of Consideration Transferred

The fair value of consideration transferred to affect the Amoun Acquisition consisted of $847 million in cash, plus contingent consideration based upon the achievement of specified sales-based milestones. The range of potential milestone payments as of the acquisition date was from nil, if none of the milestones were achieved, to a maximum of up to approximately $75 million over time, if all milestones are achieved. The fair value of the contingent consideration was estimated at the acquisition date to be $59 million and was determined using probability-weighted discounted cash flows. Included in Other expense (income) for 2015 is a charge for post-combination expense of $12 million related to cash bonuses paid to Amoun employees.

Assets Acquired and Liabilities Assumed

The estimated fair values of the assets acquired and liabilities assumed, as initially measured and adjusted through the end of the measurement period are as follows:



(in millions)	Original Estimate of Fair Value			Measurement Period Adjustments			Final Fair Value
Cash	$	44		$	—		$	44
Trade receivables	64			—			64
Inventories	38			—			38
Other current assets	12			—			12
Property, plant and equipment	96			(1		)	95
Identifiable intangible assets, excluding acquired IPR&D	528			(8		)	520
Acquired IPR&D	19			1			20
Current liabilities	(31		)	(1		)	(32		)
Deferred tax liability, net of nominal deferred tax assets	(131		)	(1		)	(132		)
Other non-current liabilities	(11		)	4			(7		)
Total identifiable net assets	628			(6		)	622
Goodwill	282			2			284
Total fair value of consideration transferred	$	910		$	(4	)	$	906

The following table summarizes the identifiable intangible assets acquired and their useful lives:



(in millions)	Weighted-Average Useful Lives (Years)	Original Estimate of Fair Value		Measurement Period Adjustments			Final Fair Value
Product brands	9	$	491	$	(11	)	$	480
Corporate brand	17	37		3			40
Total identifiable intangible assets acquired	10	$	528	$	(8	)	$	520

Goodwill was allocated to the Company’s Bausch + Lomb/International segment (initially the former Emerging Markets segment) and represents (i) the Company’s expectation to develop and market new products and expand its business to new geographic markets, (ii) the value of the continuing operations of Amoun'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 (iii) intangible assets that do not qualify for separate recognition (for instance, Amoun's assembled workforce). None of the goodwill is expected to be deductible for tax purposes.

Revenues and losses attributable to Amoun from the date of acquisition through December 31, 2015 were $48 million and $9 million, respectively, and include the effects of acquisition adjustments and acquisition-related costs.

Sprout Pharmaceuticals, Inc.

Description of the Transaction

On October 1, 2015, the Company acquired Sprout Pharmaceuticals, Inc. (“Sprout”), pursuant to the merger agreement, among Sprout, the Company, Valeant, Miranda Acquisition Sub, Inc., a wholly owned subsidiary of Valeant, and Shareholder Representative Services LLC, as stockholder representative, on a debt-free basis (the “Sprout Acquisition”), for an aggregate purchase price of approximately $1,447 million, which included cash plus contingent consideration. Sprout has focused solely on the delivery of a treatment option for the unmet need of pre-menopausal women with acquired, generalized hypoactive sexual desire disorder ("HSDD") as characterized by low sexual desire that causes marked distress or interpersonal difficulty and is not due to a co-existing medical or psychiatric condition, problems within the relationship, or the effects of a medication or other drug substance. In August 2015, Sprout received approval from the U.S. Food and Drug Administration ("FDA") on its New Drug Application ("NDA") for flibanserin, which is being marketed as Addyi® in the U.S. (launched in the U.S. in October 2015). Sprout also has global rights to flibanserin.

In connection with the Sprout Acquisition, the merger agreement contains a contractual term (which term is in dispute, as further described below) for expenditures of no less than $200 million with respect to Addyi® for selling, general and administrative, marketing and research and development expenses during the period commencing January 1, 2016 through to June 30, 2017. In November 2016, the shareholder representative of the former shareholders of Sprout filed a lawsuit filed against the Company and Valeant alleging, among other things, breach of contract with respect to certain terms of the merger agreement relating to the Sprout Acquisition, including the disputed contractual term to spend no less than $200 million in certain expenditures. Refer to Note 20 for additional information regarding this lawsuit.

Fair Value of Consideration Transferred

The Company paid approximately $530 million, inclusive of customary purchase price adjustments, upon closing of the transaction in October 2015, and an additional payment in the amount of $500 million (acquisition date fair value of $495 million), included in accrued and other current liabilities as of December 31, 2015, which was paid in the first quarter of 2016. In addition, the transaction includes contingent consideration representing payments to the former shareholders and former holders of vested stock appreciation rights of Sprout for a share of future profits. That share of future profits is uncapped and commences on the date that the earlier of (a) net cumulative worldwide sales of flibanserin products (plus any amounts received from sublicenses on the sale of flibanserin products) exceed $1,000 million, or (b) July 1, 2017; and continues until December 31, 2030. The total fair value of the contingent consideration of $422 million as of the acquisition date was determined using a Monte Carlo Simulation.

Assets Acquired and Liabilities Assumed

The estimated fair values of the assets acquired and liabilities assumed were measured as of the acquisition date. There have been no material adjustments to those fair values through the end of the measurement period. The fair values of the assets acquired and liabilities assumed are as follows:



(in millions)	Final Fair Value
Cash and cash equivalents	$	27
Inventories	11
Other assets	2
Identifiable intangible assets	994
Current liabilities	(5		)
Deferred income taxes, net	(352		)
Total identifiable net assets	677
Goodwill	770
Total fair value of consideration transferred	$	1,447

Identifiable intangible assets consists of product rights with a weighted-average useful life of 11 years. Goodwill was allocated to the Branded Rx segment (initially the former Developed Markets segment) and represents (i) the Company’s potential ability to develop and market the product to additional types of patients/indications and launch the product in a variety of new geographies, (ii) the value of the continuing operations of Sprout's existing business and (iii) intangible assets that do not qualify for separate recognition. None of the goodwill is expected to be deductible for tax purposes.

Revenues attributable to Sprout from the date of acquisition through December 31, 2015 were nominal. Losses attributable to Sprout from the date of acquisition through December 31, 2015 were $37 million and include the effects of acquisition adjustments and acquisition-related costs.

Salix

Description of the Transaction

On April 1, 2015, the Company acquired Salix, pursuant to the Salix Merger Agreement. Salix is a specialty pharmaceutical company dedicated to developing and commercializing prescription drugs and medical devices used in treatment of variety of gastrointestinal ("GI") disorders with a portfolio of over 20 marketed products, including Xifaxan®, Uceris®, Apriso®, Glumetza®, and Relistor®.

The Salix Acquisition, as well as related transactions and expenses, were funded through a combination of: (i) the proceeds from an issuance of senior unsecured notes that closed on March 27, 2015; (ii) the proceeds from incremental term loan commitments; (iii) the proceeds from a registered offering of the Company’s common shares in the United States that closed on March 27, 2015; and (iv) cash on hand. For further information regarding these debt and equity issuances, see Note 11 and Note 13, respectively.

Fair Value of Consideration Transferred

The purchase price of the Salix Acquisition was $13,132 million, and consisted of cash payments of (i) $11,329 million to cancel the outstanding common shares, stock options, and restricted stock units of Salix (net of the non-vested portion of Salix restricted stock units), (ii) $1,125 million to redeem Salix’s Term Loan B Credit Facility repaid concurrently with the consummation of the Salix Acquisition and not assumed by the Company and (iii) $842 million to redeem Salix’s 6.00% Senior Notes due 2021 satisfied and discharged concurrently with the consummation of the Salix Acquisition and not assumed by the Company. The purchase price excludes $165 million paid by the Company at closing to settle the non-vested portion of Salix restricted stock units, the vesting of which was accelerated in connection with the Salix Acquisition and accounted for by the Company as a post-combination expense included in Other expense (income).

Assets Acquired and Liabilities Assumed

Acquisition accounting was finalized in the fourth quarter of 2015 and no adjustments to the fair values of the assets acquired and liabilities assumed were identified subsequent to December 31, 2015. The following table provides the fair value of the assets acquired and liabilities assumed in the Salix Acquisition as of the acquisition date.



(in millions)	Final Fair Value
Cash and cash equivalents	$	114
Inventories	232
Other assets	1,410
Property, plant and equipment	24
Identifiable intangible assets, excluding acquired IPR&D	6,756
Acquired IPR&D - Xifaxan^®IBS-D	4,790
Acquired IPR&D - Other	393
Current liabilities	(1,939		)
Contingent consideration	(334		)
Long-term debt	(3,123		)
Deferred income taxes, net of deferred tax assets	(3,428		)
Other non-current liabilities	(43		)
Total identifiable net assets	4,852
Goodwill	8,280
Total fair value of consideration transferred	$	13,132

Other assets includes the fair value of $1,270 million of the capped call transactions and convertible bond hedge transactions that were entered into by Salix prior to the Salix Acquisition in connection with its 1.5% Convertible Senior Notes due 2019 and 2.75% Convertible Senior Notes due 2015. The capped call transactions and convertible bond hedge transactions were settled on the date of the Salix Acquisition and, as such, the fair value was equal to the settlement amounts.

The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:

Acquired IPR&D assets were valued from a market participant perspective using a multi-period excess earnings methodology (income approach). The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project, and the Company used risk-adjusted discount rates of 9.5%-11% to present value the projected cash flows.

Current liabilities include (i) $1,080 million for warrant transactions that Salix entered into in connection with its 1.5% Convertible Senior Notes due 2019 (these instruments were settled at closing of the transaction and the fair value are the settlement amounts), (ii) $336 million for potential losses and related costs associated with ongoing Salix legal matters (see Note 20 for additional information) and (iii) $375 million of product returns and rebates.

Contingent consideration consists of potential payments to third parties including developmental milestone payments due upon specified regulatory achievements, commercialization milestones contingent upon achieving specified targets for net sales, and royalty-based payments. As of the acquisition date, potential milestone payments (excluding royalty-based payments) ranged from nil if none of the milestones are achieved, to approximately $650 million (the majority of which relates to sales-based milestones) over time. This amount includes up to $250 million in developmental and sales-based milestones related to Relistor® (including Oral Relistor®), of which $50 million was paid in the third quarter of 2016 in connection with the FDA's approval of Oral Relistor®. The fair value of the contingent consideration assumed was $334 million and was determined using probability-weighted discounted cash flows. See Note 6 for additional information regarding the contingent consideration.

Long term debt is Salix debt assumed at the acquisition date and consisted of (i) $1,837 million in 1.5% Convertible Senior Notes due 2019 and (ii) $1,286 million in 2.75% Convertible Senior Notes due 2015. The Company redeemed these amounts in the second quarter of 2015, except for a nominal amount of the 1.5% Convertible Senior Notes due 2019 which remain outstanding.

Goodwill has been allocated to the Branded Rx segment (initially the former Developed Markets segment) and represents: (i) the Company’s expectation to develop and market new product brands, product lines and technology; (ii) cost savings and operating synergies expected to result from combining the operations of Salix with those of the Company; (iii) the value of the continuing operations of Salix’s existing business; and (iv) intangible assets that do not qualify for separate recognition. None of the goodwill is expected to be deductible for tax purposes.

Revenues and losses attributable to Salix from the date of acquisition through December 31, 2015 were $1,276 million and $302 million, respectively, and include the effects of acquisition adjustments and acquisition-related costs.

Other 2015 Business Combinations

Description of the Transactions

In 2015, the Company completed other business combinations (excluding the Amoun Acquisition, the Sprout Acquisition, and the Salix Acquisition) for an aggregate purchase price of $1,407 million. These other business combinations included contingent consideration arrangements with an original aggregate estimated fair value of $186 million, primarily related to the acquisition of certain assets of Marathon Pharmaceuticals, LLC ("Marathon"), as well as milestone payments and royalties related to other smaller acquisitions. See Note 6 for additional information regarding contingent consideration.

•

On February 23, 2015, the Company, completed via a "stalking horse bid" in a sales process conducted under the U.S. Bankruptcy Code, for the acquisition of certain assets of Dendreon Corporation for a purchase price of $415 million, net of cash received of $80 million. The purchase price included approximately $50 million in stock consideration, and the Company issued such common shares in June 2015. The assets acquired included the worldwide rights to the Provenge® product (an immunotherapy treatment designed to treat men with advanced prostate cancer).

•

On February 10, 2015, the Company acquired certain assets of Marathon, which included a portfolio of hospital products, including Nitropress®, Isuprel®, Opium Tincture, Pepcid®, Seconal® Sodium, Amytal® Sodium, and Iprivask® for an aggregate purchase price of $286 million which is net of a $64 million assumed liability owed to a third party. The Company also assumed a contingent consideration liability related to potential payments, in the aggregate, of up to $200 million for Isuprel® and Nitropress®, the amounts of which are dependent on the timing of generic entrants for these products. The fair value of the liability as of the acquisition date was $87 million and was determined using probability-weighted projected cash flows. Through December 31, 2016 and 2015, the Company made contingent consideration payments of $50 million and $35 million, respectively, related to the acquisition of certain assets of Marathon.


•	In 2015, the Company completed other 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 provides the original estimate of fair value of the assets acquired and liabilities assumed of the business combinations, in the aggregate, as of the applicable acquisition date of each acquisition and the final estimate of fair value at the end of the applicable measurement period of each acquisition. The measurement period for each acquisition is closed.



(in millions)	Original Estimate of Fair Value			Measurement Period Adjustments			Final Fair Value
Cash	$	92		$	—		$	92
Trade receivables	50			(3		)	47
Inventories	143			(3		)	140
Other current assets	20			(1		)	19
Property, plant and equipment	95			(15		)	80
Identifiable intangible assets, excluding acquired IPR&D	1,122			(44		)	1,078
Acquired IPR&D	58			(4		)	54
Other non-current assets	3			—			3
Deferred tax (liability) asset, net	(55		)	61			6
Current liabilities	(124		)	(5		)	(129		)
Long-term debt	(6		)	—			(6		)
Non-current liabilities	(117		)	1			(116		)
Total identifiable net assets	1,281			(13		)	1,268
Goodwill	142			(3		)	139
Total fair value of consideration transferred	$	1,423		$	(16	)	$	1,407

The measurement period adjustments primarily relate to the acquisition of certain assets of Dendreon Corporation and reflect: (i) an increase to the deferred tax assets based on further assessment of the Dendreon Corporation net operating losses available to the Company post-acquisition, (ii) a reduction in the estimated fair value of intangible assets based on further assessment of assumptions related to the probability-weighted cash flows, (iii) a reduction in the estimated fair value of property, plant and equipment driven by further assessment of the fair value of a manufacturing facility 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. The adjustments recorded in the current period did not have a significant impact on the Company’s consolidated financial statements.

The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:



(in millions)	Weighted- Average Useful Lives (Years)	Original Estimate of Fair Value		Measurement Period Adjustments			Final Fair Value
Product brands	7	$	741	$	(6	)	$	735
Product rights	3	43		(1		)	42
Corporate brands	16	7		—			7
Partner relationships	8	8		—			8
Technology/know-how	10	321		(37		)	284
Other	6	2		—			2
Total identifiable intangible assets acquired	8	$	1,122	$	(44	)	$	1,078

Goodwill associated with these acquisitions was allocated primarily to the Company’s Bausch + Lomb/International segment (initially primarily to the former Developed segment) and primarily relates to certain smaller acquisitions and the acquisition of certain assets of Marathon. The goodwill represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. The majority of the goodwill is not expected to be deductible for tax purposes.

Revenues and income attributable to these business combinations from the respective dates of acquisition through December 31, 2015 were $771 million and $208 million, respectively, and include the effects of acquisition adjustments and acquisition-related costs.

2015 Asset Acquisitions

On October 1, 2015, pursuant to a license agreement entered into with AstraZeneca Collaboration Ventures, LLC (“AstraZeneca”), the Company was granted an exclusive license to develop and commercialize brodalumab. Brodalumab is an IL-17 receptor monoclonal antibody in development for patients with moderate-to-severe plaque psoriasis and psoriatic arthritis. Under the license agreement, the Company initially held the exclusive rights to develop and commercialize brodalumab globally, except in Japan and certain other Asian countries where rights are held by Kyowa Hakko Kirin Co., Ltd under a prior arrangement with Amgen Inc., the originator of brodalumab. The Company has assumed all remaining development obligations associated with the regulatory approval for brodalumab in its territory subsequent to the acquisition. Regulatory submission in the U.S. and European Union for brodalumab in moderate-to-severe psoriasis occurred in November 2015. On February 16, 2017, the Company announced that the FDA had approved the Biologics License Application ("BLA") for Siliq™ (brodalumab) injection, for subcutaneous use for the treatment of moderate-to-severe plaque psoriasis in adult patients who are candidates for systemic therapy or phototherapy and have failed to respond or have lost response to other systemic therapies. The Company expects to commence sales and marketing of Siliq™ in the U.S. in the second half of 2017. Siliq™ has a Black Box Warning for the risks in patients with a history of suicidal thoughts or behavior and was approved with a Risk Evaluation and Mitigation Strategy ("REMS") involving a one-time enrollment for physicians and one-time informed consent for patients.

Under the terms of the agreement, the Company made an up-front payment to AstraZeneca of $100 million in October 2015, which was recognized in Acquired in-process research and development costs in the fourth quarter of 2015 in the consolidated statement of (loss) income as the product has not yet received regulatory approval at the time of the acquisition. In addition, under the terms of the license agreement, the Company may pay additional pre-launch milestones of up to $170 million (subsequently decreased to $150 million as described below and of which $130 million became payable as a result of the FDA's approval on February 15, 2017 of the BLA for Siliq™ (brodalumab)) and sales-related milestone payments of up to $175 million following launch. Upon launch, AstraZeneca and the Company will share profits. On June 30, 2016, the Company and AstraZeneca amended the original license agreement to terminate the Company's right to develop and commercialize brodalumab in Europe, in exchange for payments by AstraZeneca to the Company, which consist of an up-front payment and certain sales-based milestones, and a reduction of one of the pre-launch milestones payable by the Company under the license agreement. Concurrently, the Company and AstraZeneca entered into other agreements, amongst which include a settlement agreement to resolve certain disputed invoices related to transition services. The impact from these agreements did not have a material impact on the Company's consolidated statement of loss for the year ended December 31, 2016.

(b) 2014 Business Combinations

In 2014, the Company completed several business combinations for an aggregate purchase price of $1,347 million. The aggregate purchase price included contingent consideration payment obligations with an aggregate acquisition date fair value of $132 million, primarily related to sales-based milestones. See Note 6 for additional information regarding contingent consideration.

•

On July 7, 2014, the Company acquired all of the outstanding common stock of PreCision Dermatology, Inc. (“PreCision”) (the "PreCision Acquisition") for an aggregate purchase price of $459 million. PreCision developed and marketed a range of medical dermatology products, treating a number of topical disease states such as acne and atopic dermatitis with products such as Locoid® and Clindagel®. Under the terms of the agreement, the Company agreed to pay contingent consideration of $25 million upon the achievement of a sales-based milestone for 2014. The fair value of this contingent consideration was determined to be nominal. The sales-based milestone was not achieved. Further, the Company was required by the Federal Trade Commission (“FTC”) to divest the rights to PreCision’s Tretin-X® (tretinoin) cream product and PreCision’s generic tretinoin gel and cream products (see Note 4 for additional information). These assets had an estimated fair value of $126 million at the acquisition date, were classified as assets held for sale when acquired, and were divested in the third quarter of 2014. Included in Other expense (income) in 2014 is a post-combination expense of $20 million related to the acceleration of unvested stock options for PreCision employees.

•

On January 23, 2014, the Company acquired all outstanding common stock of Solta Medical, Inc. (“Solta Medical”) (the “Solta Medical Acquisition”) for $293 million. Solta Medical designs, develops, manufactures, and markets energy-based medical device systems for aesthetic applications, and its products include the Thermage CPT® system, the Fraxel® repair system, the Clear + Brilliant® system, and the Liposonix® system.

•

In 2014, the Company completed other acquisitions which are not material individually or in the aggregate. These acquisitions are included in the aggregated amounts presented below. Beginning in December 2014, the Company consolidated the Philidor pharmacy network. The Company determined that based on its rights, including its option to acquire Philidor, Philidor was a variable interest entity for which the Company was the primary beneficiary, given its power to direct Philidor’s key activities and its obligation to absorb their losses and rights to receive their benefits. As a result, beginning in December 2014, the Company included the assets and liabilities and results of operations of Philidor in its consolidated financial statements. In October 2015, the Company announced that it would be severing all ties with Philidor. Effective November 2015, the Company signed an agreement terminating all arrangements with or relating to Philidor, other than certain transition services which ended on January 30, 2016. Philidor was deconsolidated from the Company's consolidated financial statements in the first quarter of 2016. Net sales recognized through Philidor represented approximately 5% of the Company's total consolidated net revenue for 2015, and the total assets of Philidor represented less than 1% of the Company's total consolidated assets as of December 31, 2015. The impact of Philidor as a consolidated entity on the Company's net revenue for 2014 was nominal.

Assets Acquired and Liabilities Assumed

These transactions have been accounted for as business combinations under the acquisition method of accounting. The following table provides the fair value of the assets acquired and liabilities assumed of the business combinations, in the aggregate, as of the applicable acquisition date. There were no measurement period adjustments during 2016 and the measurement period for each acquisition is closed.



(in millions)	Final Fair Value
Cash and cash equivalents	$	35
Trade receivables	82
Assets held for sale acquired in the PreCision Acquisition	125
Inventories	75
Other current assets	14
Property, plant and equipment	57
Identifiable intangible assets, excluding acquired IPR&D	720
Acquired IPR&D	63
Other non-current assets	2
Current liabilities	(169		)
Long-term debt, including current portion	(11		)
Deferred income taxes, net	(71		)
Other non-current liabilities	(13		)
Total identifiable net assets	909
Noncontrolling interest	(20		)
Goodwill	458
Total fair value of consideration transferred	$	1,347

The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:



(in millions)	Weighted- Average Useful Lives (Years)	Final Fair Value
Product brands	10	$	508
Product rights	8	92
Corporate brand	15	33
In-licensed products	9	2
Partner relationships	9	51
Other	9	34
Total identifiable intangible assets acquired	10	$	720

Goodwill of $194 million from the PreCision Acquisition was allocated to the Company’s Branded Rx segment (initially the former Developed segment). Goodwill of $94 million from the Solta Medical Acquisition was allocated to the U.S. Diversified segment (initially primarily to the former Developed segment). Goodwill from the other acquisitions was allocated primarily to the Branded Rx segment (initially primarily to the former Developed segment). Goodwill from the PreCision Acquisition and the Solta Medical Acquisition represents; (i) cost savings, operating synergies and other benefits expected to result from combining the operations of PreCision and Solta Medical with those of the Company, (ii) the Company’s expectation to develop and market new products and technology and (iii) intangible assets that do not qualify for separate recognition. Substantially all of the goodwill is not expected to be deductible for tax purposes.

Pro Forma Impact of Business Combinations

The following table presents unaudited pro forma consolidated results of operations for 2015 and 2014, as if the 2015 acquisitions had occurred as of January 1, 2014 and the 2014 acquisitions had occurred as of January 1, 2013.



	Unaudited
(in millions, except per share amounts)	2015			2014
Revenues	$	10,710		$	10,248
Net loss attributable to Valeant Pharmaceuticals International, Inc.	(619		)	(375		)
Loss per share attributable to Valeant Pharmaceuticals International, Inc.:
Basic	$	(1.80	)	$	(1.09	)
Diluted	$	(1.80	)	$	(1.09	)

Pro forma revenues for 2015 as compared to 2014 were impacted by the following:


•	growth from the existing business, including the impact of recent product launches;


•	negative foreign currency exchange impact; and


•	lower sales resulting from the July 2014 divestiture of facial aesthetic fillers and toxins.

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. Except to the extent realized in 2015 and 2014, the unaudited pro forma information does not reflect any cost savings, operating synergies or other benefits that the Company may achieve as a result of these acquisitions, or the costs necessary to achieve these cost savings, operating synergies or other benefits. In addition, except to the extent recognized, 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 2015 acquisitions and the 2014 acquisitions been completed on January 1, 2014 and January 1, 2013, 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 in connection with the Salix Acquisition; and

•

the exclusion from pro forma earnings for 2015 and 2014 of the aggregate acquisition related accounting adjustments to the inventories acquired and subsequently sold of $130 million and $20 million and the acquisition-related costs incurred for these acquisitions of $35 million and $2 million, respectively, and the inclusion of those amounts in pro forma earnings of the respective preceding years.

All of the above adjustments were adjusted for the applicable tax impact.

(in millions)

Weighted- Average
Useful Lives
(Years)

Final
Fair Value

Product brands

Corporate brand

Total identifiable intangible assets acquired